SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nexus Capital Management LP

(Last)

(First)

(Middle)

11150 SANTA MONICA BOULEVARD

SUITE 400

(Street)

LOS ANGELES

CALIFORNIA

90025

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Laird Superfood, Inc. [ LSF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Conv. Preferred Stock	$3.57	04/21/2026		P		24,000		03/12/2026	⁽¹⁾	Common Stock	12,324,930	$1,000	44,000	I	By Gateway Superfood NSSIII Investment, LLC⁽²⁾⁽⁴⁾
Series A Conv. Preferred Stock	$3.57	04/21/2026		P		36,000		03/12/2026	⁽¹⁾	Common Stock	18,487,395	$1,000	66,000	I	By Gateway Superfood NSSIV Investment, LLC⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Nexus Capital Management LP

(Last)

(First)

(Middle)

11150 SANTA MONICA BOULEVARD

SUITE 400

(Street)

LOS ANGELES

CALIFORNIA

90025

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gateway Superfood NSSIII Investment, LLC

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 350

(Street)

LOS ANGELES

CALIFORNIA

90025

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gateway Superfood NSSIV Investment, LLC

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 350

(Street)

LOS ANGELES

CALIFORNIA

90025

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nexus Partners IV, LLC

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 350

(Street)

LOS ANGELES

CALIFORNIA

90025

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nexus Special Situations GP IV, LP

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 350

(Street)

LOS ANGELES

CALIFORNIA

90025

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Cohen Michael S

(Last)

(First)

(Middle)

10250 CONSTELLATION BLVD

SUITE 2900

(Street)

LOS ANGELES

CALIFORNIA

90067

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Flesh Daniel E.

(Last)

(First)

(Middle)

2000 AVENUE OF THE STARS

SUITE 510 NORTH

(Street)

LOS ANGELES

CALIFORNIA

90067

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Giangiacomo Damian

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 350

(Street)

LOS ANGELES

CALIFORNIA

90025

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nexus Partners III, LLC

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 350

(Street)

LOS ANGELES

CALIFORNIA

90025

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nexus Special Situations GP III, LP

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 350

(Street)

LOS ANGELES

CALIFORNIA

90025

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Series A Convertible Preferred Stock has no fixed expiration date and is a perpetual security. Each holder has the right to require redemption at the Corporation Repurchase Price on or after the seventh anniversary of the Issue Date (March 12, 2033) pursuant to Section 7.2 of the Certificate of Designation. The Corporation may elect a mandatory conversion no earlier than September 12, 2028 (30 months post-Issue Date) subject to satisfaction of certain price, volume and EBITDA conditions pursuant to Section 8.2 of the Certificate of Designation. See Certificate of Designation of Series A Convertible Preferred Stock, filed as Exhibit 3.1 to Laird Superfood, Inc.'s Form 8-K filed March 12, 2026 (SEC File No. 001-39155).

2. On April 21, 2026, Gateway Superfood NSSIII Investment LLC ("NSSIII") acquired 24,000 additional shares of Laird Superfood, Inc. Series A Convertible Preferred Stock at $1,000 per share. Post-transaction, NSSIII holds 44,000 preferred shares (approx. 12,324,930 underlying common shares). NSSIII is owned by Nexus Special Situations III, L.P. ("Nexus SS III"). Nexus Special Situations GP III, L.P. ("Nexus SS GP III") is the general partner of Nexus SS III. Nexus Partners III, LLC ("Nexus Partners III") is the general partner of Nexus SS GP III. Nexus Capital Management LP ("Nexus Capital Management") is the investment manager of, and may be deemed an indirect beneficial owner of all securities held by, NSSIII. Damian Giangiacomo, Michael Cohen and Daniel Flesh are the owners of Nexus Capital Management and Nexus Partners. Mr. Cohen serves on the board of directors of the Issuer.

3. On April 21, 2026, Gateway Superfood NSSIII Investment LLC ("NSSIV") acquired 36,000 additional shares of Laird Superfood, Inc. Series A Convertible Preferred Stock at $1,000 per share. Post-transaction, NSSIV holds 66,000 preferred shares (approx. 18,487,395 underlying common shares). NSSIV is owned by Nexus Special Situations IV, L.P. ("Nexus SS IV"). Nexus Special Situations GP IV, L.P. ("Nexus SS GP IV") is the general partner of Nexus SS IV. Nexus Partners IV, LLC ("Nexus Partners IV") is the general partner of Nexus SS GP IV. Nexus Capital Management LP ("Nexus Capital Management") is the investment manager of, and may be deemed an indirect beneficial owner of all securities held by, NSSIV. Damian Giangiacomo, Michael Cohen and Daniel Flesh are the owners of Nexus Capital Management and Nexus Partners. Mr. Cohen serves on the board of directors of the Issuer.

4. Each of Nexus Capital Management, Nexus SS III, Nexus SS GP III, Nexus Partners III, Nexus SS IV, Nexus SS GP IV, Nexus Partners IV, Mr. Giangiacomo, Mr. Cohen, and Mr. Flesh disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

	/s/ Michael Cohen - Nexus Capital Management LP, Authorized Signatory	04/23/2026
	/s/ Michael Cohen - Gateway Superfood NSSIII Investment, LLC, Authorized Signatory	04/23/2026
	/s/ Michael Cohen - Gateway Superfood NSSIV Investment, LLC, Authorized Signatory	04/23/2026
	/s/ Michael Cohen - Nexus Special Situations III GP, L.P., Authorized Signatory	04/23/2026
	/s/ Michael Cohen - Nexus Special Situations IV GP, L.P., Authorized Signatory	04/23/2026
	/s/ Michael Cohen - Nexus Partners III, LLC, Authorized Signatory	04/23/2026
	/s/ Michael Cohen - Nexus Partners IV, LLC, Authorized Signatory	04/23/2026
	/s/ Michael Cohen	04/23/2026
	/s/ Daniel Flesh	04/23/2026
	/s/ Damian Giangiacomo	04/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

SEC Form 4 filed by Large owner Nexus Capital Management Lp