Skip to main content

Laird Superfood, Inc.

For the period ended Dec 31, 2025. Filed May 22, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed May 22, 2026

LSF$2.22-2.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Background

The Board is seeking the approval of our stockholders of an amendment to the Incentive Plan, which was adopted by our Board on May [22], 2026, to increase the number of shares of common stock available for issuance thereunder and extend the evergreen provision, subject to stockholder approval (the “Amendment”). The Incentive Plan was originally approved by our Board and by our stockholders prior to our IPO. Under the Incentive Plan as amended, we have reserved 5,195,202 shares of our common stock for issuance as awards under the Incentive Plan. The Incentive Plan, as amended, also includes an “evergreen” provision whereby the number of shares reserved for issuance under the Incentive Plan automatically increases on January 1st of each year through January 1, 2034, by the lesser of (i) 4% of the aggregate number of shares of common stock on such date; or (ii) an amount determined by the Company. As of May 18, 2026, there were 2,123,164 shares remaining available for future issuance as awards under the Incentive Plan.

As further described below, the Amendment would further increase the number of shares of common stock available for issuance pursuant to awards under the Incentive Plan by an additional 3,876,836 shares, to a total of 6,000,000 shares of our common stock and extends the evergreen provision for an additional two years.

We believe that operation of the Incentive Plan is a necessary and powerful tool in enabling us to attract and retain the best available personnel for positions of substantial responsibility; to provide additional incentive to key employees, key consultants, and non-employee directors; and to promote the success of our business. The Incentive Plan is expected to provide flexibility to our compensation methods in order to adapt the compensation of such employees, consultants, and directors to a changing business environment, after giving due consideration to competitive conditions and the impact of federal tax laws. We have strived to use our Incentive Plan resources effectively and to maintain an appropriate balance between stockholder interests and the ability to recruit and retain valuable employees. However, we believe there is an insufficient number of shares remaining under our Incentive Plan to meet our current and projected needs. Accordingly, our Board has determined that the Amendment is in the best interest of the Company and its stockholders. We believe that the Amendment, which increases the number of shares of common stock available for issuance pursuant to awards under the Incentive Plan, reflects best practices in our industry and is appropriate to permit the grant of equity awards at expected levels for the future.

If the Amendment is approved by our stockholders at the Annual Meeting, we intend to execute the Amendment and thereafter to file, pursuant to the Securities Act, a registration statement on Form S-8 to register the additional shares of common stock available for issuance under the Incentive Plan and previously issued shares that have been forfeited and returned to the Incentive Plan, as applicable.

A copy of the Amendment is included as Appendix A to this Proxy Statement. Described below is a summary of certain key provisions of the Incentive Plan, which is qualified in its entirety by reference to the full text of the Incentive Plan, a copy of which was filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2026.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.