Kaufman Daniel Louis 4

What Happened

• Daniel L. Kaufman, a reported 10% owner of BranchOut Food, sold 1,189,676 shares of common stock on June 2, 2026. The shares were disposed of at $3.06 per share for total proceeds of $3,640,409 in a single privately negotiated block transaction to an institutional buyer. This was a sale (a disposition), which is often routine for large shareholders.

Key Details

• Transaction date and price: June 2, 2026 — 1,189,676 shares at $3.06 each (total $3,640,409). (Footnote F1: sold in a single privately negotiated block to an institutional buyer.)
• Shares owned after transaction: The filing does not list a full post-transaction ownership total on the provided lines. The filing does note 500,000 shares are held directly by Kaufman Kapital LLC (acquired on May 7, 2026 via exercise of a $1.50 warrant) and those 500,000 shares are not yet registered for resale (F2).
• Control: Daniel L. Kaufman is the sole member and manager of Kaufman Kapital LLC and has sole voting and dispositive power over those LLC-held shares (F3).
• Convertible note context: The filing discloses amendments to a Convertible Note (F4–F6): maturity extended to Dec 31, 2027 and interest reduced from 12% to 8% (effective May 7, 2026); a $2.4M prepayment cap prior to Sept 30, 2027; and a 9.99% beneficial ownership limitation added May 14, 2026 that restricts conversions that would push a holder over 9.99% ownership. Conversion price remains $0.7582. The note principal ($2.9M) plus accrued interest (~$680k) could convert into a substantial number of shares absent the 9.99% cap (see F6).
• Filing timeliness: Report filed June 4, 2026 for a June 2, 2026 transaction — filed within the standard two business days (timely).

Context

• This was a private block sale to an institutional buyer, not an open-market sale. As a 10% owner, Kaufman's transactions are material to disclose under Section 16, but a sale by a large holder does not itself indicate company operational changes. The filing also highlights convertible-note conversion mechanics and a 9.99% ownership cap that limit immediate dilution from conversion.