Laird Superfood, Inc. (LSF) Announces Completion of Terrasoul Acquisition and \$60 Million Equity Financing

Key Highlights

• Acquisition Completed: Laird Superfood, Inc. has completed the acquisition of Terrasoul Superfoods, LLC, a leading provider in sourcing, manufacturing, marketing, distributing, and selling food products.
• Strategic Equity Financing: The company secured \$60 million in gross proceeds through the sale of Preferred Shares to an investor, approved by a majority of disinterested directors.
• Potential Dilution: Up to 16,806,722 shares of Common Stock may be issued upon conversion of the Preferred Shares, a significant potential dilution for existing shareholders.
• Earn-Out Structure: The seller of Terrasoul may receive an earn-out payment up to \$5 million, based on the 2026 Contribution Profit, with detailed thresholds provided.
• Regulatory and Financial Reporting: Laird Superfood will file required financial statements and pro forma information for Terrasoul within 71 calendar days of the deal, pending amendment to this Form 8-K.
• Press Release Disclosure: The company issued a press release regarding the transaction, furnished as an exhibit but not deemed “filed” for purposes of the Exchange Act.

Details of the Transaction

On April 21, 2026, Laird Superfood officially completed the acquisition of Terrasoul Superfoods, LLC, as outlined in the Terrasoul Acquisition Agreement. The deal is structured to include the purchase of all membership interests held by the seller, free and clear of all liens, in exchange for the agreed purchase price.

As part of the financing, Laird Superfood entered into an Investment Agreement with an investor, who purchased Preferred Shares for \$60 million. The option for the company to require the investor to purchase these shares was subject to approval by a majority of the disinterested directors, and any proceeds must be used for substantially concurrent strategic transactions.

On March 27, 2026, the board approved the issuance of these Preferred Shares. If converted, these Preferred Shares could result in the issuance of up to 16,806,722 shares of Common Stock. This represents a substantial potential dilution for existing shareholders and could significantly impact LSF’s share price, depending on market perception and the timing of conversion.

Earn-Out Payment Structure

The acquisition includes an earn-out mechanism, whereby the seller may receive up to \$5 million in additional consideration, subject to the achievement of specific Contribution Profit thresholds for the 2026 calendar year. The earn-out schedule is as follows:

• \$2 million if 2026 Contribution Profit is between \$11.6 million and \$11.7 million
• \$2.5 million if between \$11.7 million and \$11.8 million
• \$3 million if between \$11.8 million and \$11.9 million
• \$3.5 million if between \$11.9 million and \$12.0 million
• \$4 million if between \$12.0 million and \$12.1 million
• \$4.5 million if between \$12.1 million and \$12.2 million
• \$5 million if at or above \$12.2 million

The earn-out amount will be determined within 45 days following completion of the audited financial statements for the year ending December 31, 2026. Disputes regarding the earn-out will be resolved through the same mechanism as the closing statement for the acquisition.

Regulatory & Financial Disclosures

Laird Superfood will file the financial statements of Terrasoul and pro forma financial information by amendment to this Current Report on Form 8-K, no later than 71 calendar days after the filing requirement. This is a critical requirement for shareholders, as the pro forma financials will provide insight into the impact of Terrasoul on LSF’s future performance.

The company has indicated that certain schedules and exhibits are omitted but will be furnished supplementally to the SEC upon request.

Potential Shareholder Impact & Price Sensitivity

• Potential Dilution: The issuance of up to 16,806,722 common shares upon conversion of the Preferred Shares is a material event. Investors should assess the potential impact on earnings per share and ownership percentages.
• Strategic Growth: The acquisition of Terrasoul positions LSF for expansion in the organic and superfoods category, potentially increasing revenue and profitability, subject to successful integration and execution.
• Financial Transparency: Pending disclosure of Terrasoul’s financial statements and pro forma information may affect investor confidence and share price, based on the quality and scale of Terrasoul’s financial performance.
• Earn-Out Uncertainty: The earn-out structure incentivizes performance but introduces uncertainty regarding future cash outflows.

Additional Information

• Signatories: The Form 8-K is signed by Anya Hamill, Chief Financial Officer of Laird Superfood, Inc.
• Press Release: A press release announcing the completion of the transaction is furnished as Exhibit 99.1.
• Exhibits & Schedules: Certain schedules and exhibits are omitted, but available upon request to the SEC.

Conclusion

The completion of the Terrasoul acquisition and associated \$60 million equity financing represents a significant strategic move for Laird Superfood, Inc. The transaction provides growth opportunities but also introduces potential dilution and integration risks. Investors should closely monitor forthcoming financial disclosures for Terrasoul and assess the impact on LSF’s future earnings and valuation. The substantial potential issuance of common shares upon conversion of Preferred Shares is likely to be price-sensitive and may materially affect the trading value of LSF shares.

Disclaimer: This article is intended for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with financial professionals before making any investment decisions. The information in this article is based on public filings and may be subject to change. Laird Superfood, Inc. and Terrasoul Superfoods, LLC are subject to regulatory and market risks, and past performance is not indicative of future results.

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