Laird Superfood (LSF) Proxy Filing summary

Executive summary

• Announced acquisition of Navitas for $38.5 million, funded by a $50 million Series A Preferred Stock investment from Nexus Capital Management, with closing expected in Q1 2026 pending shareholder approval and customary conditions.

• Combined company will have pro forma TTM sales of $91 million (up 20% YOY) and a 36% gross margin, with targeted annualized cost synergies of $3.5 million.

• Nexus will own 53.5% post-closing, and the board will expand to nine members, including five Nexus directors.

• Up to $60 million in additional capital may be accessed from Nexus for future strategic transactions within 270 days post-closing.

• The transaction aims to build a scalable, multi-brand superfood platform, leveraging distribution, innovation, and operational efficiencies.

Voting matters and shareholder proposals

• Shareholders will vote on the issuance of Series A Preferred Stock to Nexus, a key condition for closing the Navitas acquisition.

• Certain stockholders, directors, and executive officers have entered into voting and support agreements to approve the transaction.

Board of directors and corporate governance

• Post-transaction, the board will consist of nine members: founder, CEO, two independent directors, and five Nexus designees.

• Board reconstitution is part of the closing conditions for the transaction.