Laird Superfood, Inc.

1. Summary of Significant Accounting Policies and Estimates

Financial Statement Preparation

The accompanying unaudited consolidated condensed financial statements (the “balance sheet(s),” “statement(s) of operations,” “statement(s) of stockholders' equity,” and “statement(s) of cash flows,” collectively, the “financial statements”) include the accounts of Laird Superfood, Inc., a Nevada corporation, and its wholly owned subsidiary, Picky Bars, LLC (collectively, the “Company,” or “Laird Superfood”). In management's opinion, the financial statements contain all adjustments, which are normal recurring adjustments, necessary for a fair presentation of the Company's financial position and its results of operations, changes in stockholders’ equity, and cash flows for the interim periods presented in this report.

Segment information is prepared on the same basis that the Company's Chief Executive Officer, who is deemed to be the Company's Chief Operating Decision Maker (the “CODM”), reviews financial information for operational decision-making purposes. The Company hasone reportable segment. See Note15 for information on the Company's segment.

The financial statements and related financial information should be read in conjunction with the Company's Annual Report on Form10-K for the year ended* December 31, 2024* (the “2024 Form10-K”) filed with the Securities and Exchange Commission (the “SEC”) on* February 26,2025. The financial information as of December 31, 2024* was derived from the audited consolidated financial statements and notes for the fiscal year ended* December 31, 2024* included in Item8 of the2024 Form10-K. The information included in this Quarterly Report on Form10-Q should be read in conjunction with the footnotes and management's discussion and analysis of the consolidated financial statements in the2024 Form10-K. Certain information in footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted pursuant to the rules and regulations of the SEC and the accounting standards for interim financial statements.

The Company's historical results arenot necessarily indicative of future operating results, and the operating results for thethree andsix months ended* June 30, 2025* arenot necessarily indicative of the results expected for the fiscal year ending* December 31, 2025* or any other period.

Liquidity

As of* June 30, 2025*, the Company had $4.2 million of cash-on-hand, compared to $4.1 million of cash used in operating activities during thesix months ended* June 30, 2025.This use of cash was driven by strategic investment into working capital, with inventory increasing to $11.0 million from $6.0 million as of June 30, 2025and December 31, 2024,respectively. This investment was made (i) to meet higher demand for the Company's products, (ii) to address the out-of-stocks experienced at the end of2024,* and (iii) to forward purchase inventory in anticipation of potential tariffs on the import of raw materials that are sourced outside of the United States, particularly in Southeast Asia. As the Company sells down this forward-purchased inventory during the back half of2025 and into2026, the Company expects cash balances to normalize and increase by the end of the2025 fiscal year. In addition, during thesecond quarter of2025, the Company's accounts receivable balance was elevated due to temporary delays from a customer which resulted in a shift in payments received from thesecond quarter of2025 to thethird quarter of2025. The Company expects accounts receivable balances to normalize during thethird quarter of2025.

As of* June 30, 2025*, the Company had access to up to $1.8 million of advances under its Factoring Agreement, of whichnone had been utilized as of the date of this report, and the Company hasno other significant unused sources of liquid assets outside of working capital. Based on the Company's current business plans, the Company believes that existing cash balances, including anticipated cash flow from operations, will be sufficient to finance operations and meet the foreseeable cash requirements through at least the nexttwelve months. In the future, the Company* mayraise funds by issuing debt or equity securities, or securities convertible into or exchangeable for our common stock. Such financing and other potential financing mayresult in dilution to stockholders, reduction in the market price of our common stock, imposition of debt covenants and repayment obligations, or other restrictions that mayadversely affect the business. In addition, the Company mayseek additional capital due to favorable market conditions or strategic considerations even if the Company believes that it has sufficient funds for its current or future operating plans. However, the Company may*be unable to raise additional funds or enter into such other arrangements when needed, on favorable terms, or at all.

Recently Issued Accounting Pronouncements

In* December 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures* (“ASU2023-09”), which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for the year ending* December 31, 2025.The Company is currently evaluating the impact that ASU2023*-09 will have on its consolidated financial statements and whether the Company will apply the standard prospectively or retrospectively.

In* November 2024,the FASB issued ASU2024*-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU2024-03”). ASU2024-03 requires additional disclosures about the nature of expenses included in the income statement, such as purchases of inventory, employee compensation, and depreciation. ASU2024-03 is effective for public business entities for annual periods beginning after* December 15, 2026,and interim reporting periods within fiscal years beginning after December 15, 2027.Early adoption is permitted. The Company is currently evaluating the impact of ASU2024*-03 on its financial statements and related disclosures.

Subsequent Events

Subsequent events are events or transactions that occur after the balance sheet date but before the financial statements are available to be issued. The Company has evaluated events and transactions subsequent to* June 30, 2025* for potential recognition of disclosure in the financial statements and determined that there wereno such subsequent events, aside from the following.

On* July 4, 2025,legislation, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law. The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in2025* and others implemented through2027. We are currently assessing its impact on our consolidated financial statements and will recognize the income tax effects in the consolidated financial statements beginning in the period in which the OBBBA was signed into law.

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2. Cash, Cash Equivalents, and Restricted Cash

Cash, cash equivalents, and restricted cash are highly liquid instruments with an original maturity ofthree months or less when purchased. For the purposes of the statements of cash flows, the Company includes cash on hand, cash in clearing accounts, cash on deposit with financial institutions, investments with an original maturity ofthree months or less, and restricted cash in determining the total balance.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets as of:

Amounts in restricted cash represent those that are required to be set aside by the following contractual agreements:

Cash, cash equivalents, and restricted cash balances that exceeded the Federal Deposit Insurance Corporation (“FDIC”) and Securities Investor Protection Corporation ("SIPC") insurable limits as of* June 30, 2025* and* December 31, 2024* totaled $3,295,724 and $7,621,392, respectively. The Company hasnot experienced any losses related to these balances. The Company’s cash, cash equivalents, and restricted cash are with what the Company believes to be high-quality financial institutions and the Company considers the risks associated with these funds in excess of FDIC and SIPC insurable limits to be low.

3. Inventory

Inventory is stated at the lower of cost or net realizable value, or the value of consideration that can be received upon sale of said product, with approximate costs determined on afirst-infirst-out basis. Inventories consist primarily of raw materials, packaging, and finished goods, and inventory costs include co-packing fees, indirect labor, and allocable overhead. The following table presents the components of inventory as of:

As of* June 30, 2025* and* December 31, 2024*, the Company had a total of $214,987 and $871,406, respectively, of prepayments for future raw materials inventory which are included in prepaid expenses and other current assets on the balance sheets.

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The Company periodically reviews the value of items in inventory and provides write-offs of inventory based on current market assessments, which are charged to cost of goods sold. For thethree andsix months ended* June 30, 2025*, the Company recorded $300,223 and $401,938, respectively, of inventory obsolescence and disposal costs. For thethree andsix months ended* June 30, 2024*, the Company recorded $145,697 and $187,901, respectively, of inventory obsolescence and disposal costs.

The following table presents the components of inventory reserves as of:

4. Prepaid Expenses and Other Current Assets

The following table presents the components of prepaid expenses and other current assets as of:

5. Property and Equipment

Property and equipment, net is comprised of the following as of:

Depreciation expense was $24,386 and $45,852 for thethree andsix months ended* June 30, 2025*, respectively. Depreciation expense was $19,866 and $39,580 for thethree andsix months ended* June 30, 2024*, respectively.

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6. Intangible Assets

Intangible assets are comprised of the following as of:

The weighted-average remaining useful life of all the Company’s intangible assets is 5.8 years.

For thethree andsix months ended* June 30, 2025*, amortization expense was $34,990 and $80,045, respectively. For thethree andsix months ended* June 30, 2024*, amortization expense was $47,278 and $98,999, respectively.

Definite-lived intangible assets are evaluated for impairment under ASC Topic360-10, Impairment and Disposal of Long-Live Assets whenever events or changes in circumstances indicate the carrying value* may**not* be recoverable. During thefirst quarter of2025, the Company identified a triggering event related to the Picky Bars long-lived asset group (‘‘the asset group’’) related to lower sales given the Company’s strategic shift of resources to other priorities. As a result, the Company evaluated the recoverability of the asset group as of* March 31, 2025.The estimated undiscounted future cash flows generated by the asset group exceeded the carrying amount, indicating that the asset group was recoverable andno* impairment was recorded. There wereno triggering events in thethree months ended* June 30, 2025.*

The estimated amortization expense for each of the nextfive years and thereafter is as follows:

7. Accrued Expenses

The following table presents the components of accrued expenses as of:

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8. Leases

Lessee

The Company has entered into operating lease agreements for corporate office space with varying lease terms. For the periods presented below, the components of lease expense were as follows:

As of* June 30, 2025*, future minimum payments during the nextthree years, withno future minimum payments thereafter, are as follows:

Lessor

The Company was the lessor in a sublease agreement until* October 31, 2024.*For the periods presented below, the components of rental income were as follows:

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9. Income Taxes

The Company had a tax net loss for thethree andsix months ended* June 30, 2025and2024* and, therefore, has recordedno assessment of current federal income taxes. The Company is subject to minimum state taxes for various jurisdictions, as well as franchise taxes, which are considered income taxes under Accounting Standards Codification ("ASC")740, Income Taxes. A reconciliation of income tax expense at the federal statutory rate to the income tax provision at the Company's effective rate is as follows:

The Company’s deferred tax assets consisted of the following as of:

As of* June 30, 2025*, the Company didnot provide a current or deferred U.S. federal income tax provision or benefit for any of the periods presented, because the Company has reported cumulative losses since inception. The Company has recorded a provision for state income taxes and a corresponding current state income tax payable of approximately $7,975 and $9,306 as of* June 30, 2025* and* December 31, 2024*, respectively.

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The following tables presents net operating losses ("NOLs") and other income tax carryforwards for the following periods:

The use of NOLs* maybe subject to certain limitations, such as those triggered by ownership changes under Section382* of the Internal Revenue Code. Because of these provisions, the use of a portion of the Company's NOLs and tax credit carryforwards* maybe limited in future periods. Further, a portion of the NOLs may*expire before being applied to reduce future income tax liabilities.

The Company assesses its deferred tax assets and liabilities to determine if it is more likely thannot, they will be realized; ifnot, a valuation allowance is required to be recorded. Management has determined it is more likely thannot that the deferred tax assets wouldnot be realized, thus a full valuation allowance was recorded against the deferred tax assets. The Company* mayreduce the valuation allowance against definite-lived deferred tax assets at such a time when it becomes more likely thannot* that the definite-lived deferred tax assets will be realized. The change in the valuation allowance for deferred tax assets and liabilities for thesix months ended* June 30, 2025and2024* were net increases of $0.4 million and $0.8 million, respectively.

GAAP requires management to evaluate and report information regarding its exposure to various tax positions taken by the Company. The Company has determined whether there are any tax positions that have met the recognition threshold and has measured the Company’s exposure to those tax positions. Management believes that the Company has adequately addressed all relevant tax positions and that there areno unrecorded tax liabilities or uncertain tax positions.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. U.S. and state jurisdictions have statutes of limitations that generally range from3 to5 years.

For information on the recent One Big Beautiful Bill Act and the potential impacts thereof on our tax provision, see the “Subsequent Events” section of Note1.

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10. Stock Incentive Plan

The Company adopted an incentive plan on* September 22, 2020,to provide for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), deferred stock units, unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards to Company employees, employees of the Company’s affiliates, non-employee directors and certain consultants and advisors. In May 2024,the Company's stockholders approved an amendment to the incentive plan to reserve an additional 1,536,742 shares for issuance (as amended, the“2020* Plan”). As of* June 30, 2025*, the Company had 1,193,862 authorized shares that were issuable or eligible for awards under the2020 Plan, excluding 2,168,061 shares that were issuable upon vesting and exercise of outstanding options and RSUs.

Stock Options

The following tables summarize the Company’s stock option activity during thesix months ended* June 30, 2025and2024*:

(1) Includes 8,772 shares of common stock which were withheld to cover stock option exercise costs.

(1) Includes 86,643 shares of common stock which were withheld to cover stock option exercise costs.

The fair value of each stock option granted is estimated on the grant date using the Black-Scholes option valuation model. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and the Company's historical experience. The aggregate intrinsic value in the tables above, which is the amount by which the market value of the underlying stock exceeded the exercise price of outstanding options, is before applicable income taxes and represents the amount that option holders would have realized if all in-the-money options had been exercised on the last business day of the period indicated. The total intrinsic value of options that vested during thesix months ended* June 30, 2025and2024* was $1,248,759 and $0, respectively. The total intrinsic value of options that were exercised during thesix months ended* June 30, 2025and2024* was $424,103 and $434,269, respectively.

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Restricted Stock Units

The following tables summarize the Company’s RSU activity during thesix months ended* June 30, 2025and2024*:

(1) Includes 48,061 shares of common stock which were withheld to cover taxes.

(1) Includes 13,080 shares of common stock which were withheld to cover taxes.

The Company estimates the fair value of each RSU using the fair value of the Company’s common stock on the date of grant for the purposes of calculating compensation costs. The total vest-date market value of RSUs that vested during thesix months ended* June 30, 2025and2024* was $2,214,312 and $896,487, respectively. The total fair value of RSUs that were granted during thesix months ended* June 30, 2025and2024* was $722,988 and $562,000, respectively.

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Market-Based Stock Units ("MSUs")

There wereno MSUs outstanding during thesix months ended* June 30, 2025*. The following table summarizes the Company’s MSU activity during thesix months ended* June 30, 2024*:

The MSUs vest upon the30-day weighted average stock price reaching or exceeding established targets within the requisite service period. The Company estimates the grant-date fair value of the MSUs using a Monte Carlo simulation, which requires assumptions for expected volatility, risk-free rate of return and dividend yield. Compensation expense for these MSUs is recognized over the requisite service period regardless of whether the market conditions are satisfied.

No MSUs vested during thesix months ended* June 30,2025. The total vest-date market value of MSUs that vested during thesix months ended June**30,* 2024 was $260,000. No MSUs were granted in thesix months ended* June 30, 2025or2024.*

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Stock-Based Compensation

Stock-based compensation expense is recognized ratably over the requisite service period for all awards. The following tables summarize the Company’s stock-based compensation recorded as a result of applying the provisions of ASC Topic718, Compensation - Stock Compensation, to equity awards:

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11. Loss per Share

Basic loss per share is determined by dividing the net loss attributable to the Company's common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is similarly determined, except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if all dilutive potential shares of common stock had been issued. Dilutive potential shares of common stock consist of employee stock options, RSUs, and MSUs. The dilutive effect of employee stock options, RSUs, and MSUs by the Company are calculated using the treasury stock method. For the periods presented below, basic earnings per share is reconciled to diluted earnings per share in the following table:

12. Concentrations

The following table details the concentration of vendor accounts payable balances in excess of10% of total accounts payable at each period:

The following table details the concentration of customer accounts receivable balances in excess of10% of total trade accounts receivable at each period:

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The following table details the concentration of sales to specific customers in excess of10% of total gross sales for each period and the accounts receivable balances from those customers at the end of each period:

During the periods presented below, the Company purchased a substantial portion of raw materials, packaging, and tolling from certain key suppliers. The following table details the concentration of purchases from specific suppliers in excess of10% of total purchases:

During the periods presented below, the Company purchased a substantial portion of raw materials and packaging originating from certain key geographical regions. The following table details the concentration of purchases from specific regions in excess of10% of total purchases:

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13. Related Parties

ASC Topic850, Related Party Disclosures, requires that information about transactions with related parties that would influence decision making be disclosed so that users of the financial statements can evaluate their significance. The Company conducts business with suppliers and service providers who are also stockholders of the Company. From time to time, service providers are offered shares of common stock as compensation for their services. Shares provided as compensation are calculated based on the grant date fair value of the service provided. Additional material related party transactions are noted below.

License Agreements

On* May 26, 2020,the Company executed a License and Preservation Agreement with Mr. Hamilton and Ms. Reece, which superseded the predecessor license and preservation agreements with both individuals. Among other modifications, the agreement (i) modified certain approval rights, (ii) modified certain assignment, change of control and indemnification provisions, and (iii) granted the Company the right to extend the term of the agreement for additionalten*-year terms upon the expiration of the initialone-hundred-year term.No additional monetary consideration was exchanged in connection with the agreement.

Marketing Agreements

On* October 26, 2022,the Company executed an influencer agreement with Ms. Reece to provide certain marketing services for the Company for a term ending December 31, 2024*, with an option to renew forone-year terms. In connection with these services, the Company recognized advertising expenses totaling $77,984 and $147,173, respectively, for thethree andsix months ended* June 30, 2025*, and $63,566 and $126,067, respectively, for thethree andsix months ended* June 30, 2024*. As of* June 30, 2025* and* December 31, 2024*, amounts payable to Gabby Reece of $57,947 and $34,947, respectively, are included in related party liabilities in the balance sheets.

14. Revenue Recognition

The Company’s primary source of revenue is sales of coffee creamers, hydration and beverage enhancing products, snacks and other food items, and coffee, tea, and hot chocolate products. The Company recognizes revenue when control of the promised good is transferred to the customer and in amounts that the Company expects to collect. The timing of revenue recognition takes into consideration the various shipping terms applicable to the Company’s sales. Each delivery or shipment made to a customer is considered to satisfy a performance obligation. Performance obligations generally occur at a point in time and are satisfied when control of the goods passes to the customer. The Company is entitled to collect the sales price under normal credit terms. Additionally, the Company estimates the impact of certain common practices employed by it and other manufacturers of consumer products, such as scan-based trading, product rebate and other pricing allowances, product returns, trade promotions, sales broker commissions and slotting fees. These estimates are recorded at the end of each reporting period.

As reflected in the table below, in accordance with ASC Topic606, Revenue from Contracts with Customers, the Company disaggregates net sales from contracts with customers based on the characteristics of the products sold:

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The Company generates revenue throughtwo channels: e-commerce and wholesale, which is summarized below for the periods presented:

Receivables from contracts with customers, net of estimated allowances for credit losses from non-payment as well as for trade promotional contracts with wholesale customers, are included in accounts receivable. Contract liabilities include deferred revenue, customer deposits, rewards programs, and refund liabilities, and are included in accrued expenses. All contract liabilities as of* December 31, 2024*, were recognized in net sales during thesix months ended* June 30, 2025*. For the periods presented below, the balances of receivables from contracts with customers and contract liabilities were as follows:

The following table summarizes the components of estimated allowances for credit losses:

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15. Reportable Segment

In accordance with ASC280, Segment Reporting, the Company considers operating segment(s) to be components of the Company’s business for which separate financial information is available and is evaluated regularly by management in deciding how to allocate resources and in assessing performance.

The Company manages their business throughone operating and reportable segment: superfood. The superfood segment provides customers with clean, functional, and sustainability-conscious alternatives in an industry rife with ultra-processed ingredients and laden with artificial sweeteners. This segment includes the sales of (i) coffee creamers, (ii) hydration and beverage enhancing products, (iii) snacks and other food items, and (iv) coffee, tea, and hot chocolate products. Substantially all revenue is derived from domestic product sales. The accounting policies of the superfood segment are the same as those described in the summary of significant accounting policies. The Company doesnot have intra-entity sales or transfers.

The Company's CODM is the Chief Executive Officer.

The CODM assesses segment performance and allocates resources based on consolidated net loss. As a secondary measure, the CODM also utilizes a non-GAAP measure, adjusted EBITDA, which the Company defines as net loss, adjusted to exclude: (i) depreciation and amortization expenses, (ii) stock-based compensation, (iii) income tax (benefit) expense, (iv) interest expense and other (income) expense, net, and (v) expenses related to a product quality issue. The CODM uses consolidated net loss and adjusted EBITDA to assess operating performance, excluding non-cash costs and non-recurring events, as compared to prior results, annual operating plans, iterative periodic forecasts, and our competitors, on a consistent basis. All expense categories on the consolidated statements of operations, and those described herein, are significant, and there areno other significant segment expenses that would require disclosure. The CODM uses this information to allocate future operating and capital expenditures. The measure of segment assets is reported on the consolidated balance sheets as total assets.

The following table reconciles consolidated net loss to consolidated adjusted EBITDA for the periods presented:

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