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Laird Superfood, Inc.·4

Apr 23, 9:47 PM ET

NEXUS SPECIAL SITUATIONS III, L.P. 4

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Laird Superfood Nexus SS III (10% Owner) Buys $24M Preferred

What Happened
Nexus Special Situations III, L.P. (reported via Gateway Superfood NSSIII Investment LLC), a 10% owner of Laird Superfood, acquired 24,000 shares of the company's Series A Convertible Preferred Stock on April 21, 2026 at $1,000.00 per share, for a total purchase price of $24,000,000. The filing reports this as a derivative purchase (preferred stock), not an option exercise or gift.

Key Details

  • Transaction date and price: April 21, 2026 — 24,000 Series A preferred shares at $1,000.00 each (total $24,000,000).
  • Shares owned after transaction: NSSIII holds 44,000 Series A preferred shares post-transaction (footnote says this equates to ~12,324,930 underlying common shares on a conversion basis).
  • Security type: Series A Convertible Preferred Stock (derivative instrument, perpetual with specific redemption/conversion terms — see footnote).
  • Footnotes of note:
    • F1: The Series A preferred is perpetual, redeemable at holder’s option on/after March 12, 2033 (7th anniversary); the company may elect mandatory conversion no earlier than Sept 12, 2028 subject to price, volume and EBITDA conditions.
    • F2: NSSIII is owned by Nexus Special Situations III, L.P.; Nexus Capital Management is the investment manager and may be deemed an indirect beneficial owner; Damian Giangiacomo, Michael Cohen and Daniel Flesh are owners of Nexus Capital Management. Michael Cohen serves on Laird’s board.
    • F3: Reporting entities and individuals disclaim beneficial ownership for Section 16 purposes except to the extent of indirect pecuniary interest.
  • Filing timeliness: Reported with a Form 4 filed April 23, 2026 for a April 21 transaction (filed within the normal 2-business-day window).

Context
This was an institutional purchase of convertible preferred shares by a reported 10% owner rather than a direct open-market buy of common stock by an individual insider. Convertible preferreds carry specific redemption and conversion mechanics (see F1), which can convert into a large number of common shares under certain terms. Purchases by large holders can be informative, but the filing includes standard disclaimers about indirect ownership and does not state a manager’s personal trading intent.