SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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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. Date of Event Requiring Statement (Month/Day/Year) 03/12/2026	3. Issuer Name and Ticker or Trading Symbol Laird Superfood, Inc. [ LSF ]
		3a. Foreign Trading Symbol	5. If Amendment, Date of Original Filed (Month/Day/Year)
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Conv. Preferred Stock	03/12/2026	(1)	Common Stock	5,602,241	$3.57	I	By Gateway Superfood NSIII Investment, LLC(2)(4)
Series A Conv. Preferred Stock	03/12/2026	(1)	Common Stock	8,403,631	$3.57	I	By Gateway Superfood NSIV 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 March 12, 2026 (the 'Issue Date'), Gateway Superfood NSSIII Investment LLC ('NSSIII') acquired 20,000 (approx. 5,602,241 underlying Common shares) of Laird Superfood, Inc. Series A Convertible Preferred Stock. 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 March 12, 2026 (the 'Issue Date'), Gateway Superfood NSSIV Investment LLC ('NSSIV') acquired 30,000 (approx. 8,403,631 underlying Common shares) of Laird Superfood, Inc. Series A Convertible Preferred Stock. 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 5 (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).
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* Form 3: SEC 1473 (03-26)