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 subsidiaries, Navitas LLC (“Navitas”), Global Superfoods Corp (“GSC”), Terrasoul Superfoods, LLC (“Terrasoul”) and 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 operating and reportable segment. See Note16 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, 2025* (the “2025 Form10-K”) filed with the Securities and Exchange Commission (the “SEC”) on* March 30,2026. The financial information as of December 31, 2025* was derived from the audited consolidated financial statements and notes for the fiscal year ended* December 31, 2025* included in Item8 of the2025 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 the2025 Form10-K. Certain information in footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. 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, 2026* arenot necessarily indicative of the results expected for the fiscal year ending* December 31, 2026* or any other period.

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, 2026for potential recognition of disclosure in the financial statements and determined that there wereno* such subsequent events.

2. Business Combinations

Navitas Acquisition

On* March 12, 2026 (the “Navitas Closing Date”), the Company acquired all of the issued and outstanding units of Navitas LLC (“Navitas”), a Delaware limited liability company, and all of the issued and outstanding capital stock of Global Superfoods Corp (“GSC”), a holding company withno* operations whose sole purpose is to hold units of Navitas, pursuant to that certain Securities Purchase Agreement, dated* December 21, 2025 (the “Acquisition Agreement”), by and among the Company, Encore Consumer Capital Fund II, LP (“Encore”), The Ira and Joanna Haber Family Trust, Dated October 5, 2015,and Advantage Capital Agribusiness Partners, L.P. (collectively, the “Navitas Sellers”). The Transactions were approved by the Company’s stockholders at a special meeting held on March 11, 2026.*

Navitas is a leading premium organic superfood brand founded in2003, offering high-quality organic superfoods across natural and conventional grocery, club, and e-commerce channels. The Company acquired Navitas to expand its product portfolio and distribution reach in the premium natural and functional foods market, accelerating its strategy to build a scaled positive nutrition platform.

The aggregate consideration paid to the Navitas Sellers was $40.9 million in cash, reflecting an initial purchase price of $38.5 million, as adjusted for post-closing working capital adjustments pursuant to the terms of the Acquisition Agreement, and the Company's payment of incremental acquisition-related transactions costs of the Navitas Sellers. The Navitas Acquisition was funded with proceeds from the concurrent private placement of $50.0 million of the Series A Preferred Stock to the Investor, affiliates of Nexus. The results of Navitas’s operations have been included in the Company’s condensed consolidated financial statements from the Navitas Closing Date.

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Accounting Treatment

The Navitas Acquisition has been accounted for under the acquisition method of accounting in accordance with ASC Topic805, Business Combinations. Under the acquisition method, identifiable assets acquired and liabilities assumed are recognized at their estimated fair values as of the Navitas Closing Date. The excess of consideration transferred over the estimated fair value of net identifiable assets acquired is recorded as goodwill.

Preliminary Purchase Price Allocation

The purchase price allocation set forth below is preliminary. The Navitas Closing Date was* March 12, 2026,and the Company hasnot* yet completed its valuation of all assets acquired and liabilities assumed. The Company expects to finalize the purchase price allocationno later than* March 12, 2027.Any adjustments to the preliminary estimates will be recognized retrospectively as adjustments to the opening balance sheet amounts within the measurement period permitted under ASC805.*

The following table summarizes the preliminary estimated fair values of the identifiable assets acquired and liabilities assumed as of the Navitas Closing Date:

Certain amounts noted above are preliminary and subject to change during the respective measurement period (up toone year from the acquisition date) as we obtain additional information for the preliminary fair value estimates of the assets acquired and liabilities assumed. The primary preliminary estimates that arenot yet finalized relate to certain assets and liabilities assumed, identifiable intangible assets, income taxes and residual goodwill.

Goodwill of $16.7 million represents the excess of consideration transferred over the preliminary estimated fair value of net identifiable assets acquired and reflects the expected synergies from combining the operations of Navitas with those of the Company, including expanded omnichannel distribution, enhanced supply chain capabilities, and the strategic value of Navitas’s established brand and consumer relationships in the organic superfoods category. Goodwill arising from the Navitas Acquisition isnot expected to be deductible for U.S. federal income tax purposes. The purchase price included approximately $4.7 million of deferred tax liabilities. Because the Company has a full valuation allowance on its deferred taxes, a corresponding discrete release of the valuation allowance was required as of* March 31, 2026,which resulted in an income tax benefit of $4.7 million during thesix* months ended* June 30, 2026.*

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Acquired Intangible Assets

The following table summarizes the components of identifiable intangible assets acquired as of the Navitas Closing Date:

Acquired intangible assets are being amortized on a straight-line basis over their estimated useful lives, which have a weighted-average useful life of approximately 9.8 years. Amortization expense for acquired intangible assets is expected to be approximately $2.1 million annually.

Acquisition-Related Costs

The Company incurred acquisition-related transaction costs of approximately $0.6 million and $2.0 million during thethree andsix months ended* June 30, 2026,*recorded within general and administrative expenses in the condensed consolidated statements of operations.

Post-Acquisition Results

From the Navitas Closing Date through* June 30, 2026,*Navitas contributed net sales of approximately $15.9 million and net income of approximately $2.6 million to the Company’s condensed consolidated results of operations.

Terrasoul Acquisition

On* April 21, 2026 (the “Terrasoul Closing Date”), the Company completed its acquisition of all of the issued and outstanding equity interests of Terrasoul , a Delaware limited liability company, pursuant to that certain securities purchase agreement, dated April 21, 2026 (the “Terrasoul Acquisition Agreement”), by and among the Company, Terrasoul, and Superfoods Seller LLC (the “Terrasoul Sellers”) and, solely for the purposes of Section8.16* of the Terrasoul Acquisition Agreement, the Guarantors set forth on Schedule1 thereto.

The aggregate consideration paid to the Terrasoul Sellers was $54.5 million, consisting of $50.4 million in cash and the acquisition-date fair value of contingent consideration of $4.1 million. The aggregate consideration reflects an initial purchase price of $48.0 million, as adjusted for post-closing working capital adjustments pursuant to the terms of the Terrasoul Acquisition Agreement, and the Company's payment of incremental acquisition-related transactions costs of the Terrasoul Sellers. The Terrasoul Acquisition was funded with proceeds from the concurrent private placement of $60.0 million of the Series A Preferred Stock to the Investor, affiliates of Nexus (the “Subsequent Issuance”). The results of Terrasoul’s operations have been included in the Company’s condensed consolidated financial statements from the Terrasoul Closing Date.

Accounting Treatment

The Terrasoul Acquisition has been accounted for under the acquisition method of accounting in accordance with ASC Topic805, Business Combinations. Under the acquisition method, identifiable assets acquired and liabilities assumed are recognized at their estimated fair values as of the Terrasoul Closing Date. The excess of consideration transferred over the estimated fair value of net identifiable assets acquired is recorded as goodwill.

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Preliminary Purchase Price Allocation

The purchase price allocation set forth below is preliminary. The Terrasoul Closing Date was* April 21, 2026,and the Company hasnot* yet completed its valuation of all assets acquired and liabilities assumed. The Company expects to finalize the purchase price allocationno later than* April 21, 2027.Any adjustments to the preliminary estimates will be recognized retrospectively as adjustments to the opening balance sheet amounts within the measurement period permitted under ASC805.*

The following table summarizes the preliminary estimated fair values of the identifiable assets acquired and liabilities assumed as of the Terrasoul Closing Date:

Certain amounts noted above are preliminary and subject to change during the respective measurement period (up toone year from the acquisition date) as we obtain additional information for the preliminary fair value estimates of the assets acquired and liabilities assumed. The primary preliminary estimates that arenot yet finalized relate to certain assets and liabilities assumed, identifiable intangible assets, income taxes and residual goodwill.

Goodwill of $15.1 million represents the excess of consideration transferred over the preliminary estimated fair value of net identifiable assets acquired and reflects the expected synergies from combining the operations of Terrasoul with those of the Company, including in-house production capabilities, expanded omnichannel distribution, enhanced supply chain capabilities, and the strategic value of Terrasoul’s established brand and consumer relationships in the organic superfoods category. Goodwill arising from the Terrasoul Acquisition is expected to be deductible for U.S. federal income tax purposes.

Acquired Intangible Assets

The following table summarizes the components of identifiable intangible assets acquired as of the Terrasoul Closing Date:

Acquired intangible assets are being amortized on a straight-line basis over their estimated useful lives, which have a weighted-average useful life of approximately 9.8 years. Amortization expense for acquired intangible assets is expected to be approximately $2.4 million annually.

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Contingent Consideration

Under the Purchase Agreement, the Company is obligated to pay the Seller additional cash consideration of up to $5,000,000 (the “Earn-Out”), contingent on Terrasoul’s Contribution Profit for the year ending* December 31, 2026 (the“2026* Contribution Profit”). Contribution Profit is defined in the Purchase Agreement as gross profit less (i) credit card fees, (ii) platform fees, and (iii) advertising, promotion, and marketing expenses. The earn-out period runs from the Closing Date through* December 31, 2026.No amount is payable if2026 Contribution Profit is less than$11,300,000; the earn-out becomes payable beginning at $500,000 once2026 Contribution Profit equals or exceeds $11,300,000 and increases by $500,000 for each additional $100,000 of2026 Contribution Profit, up to the maximum of $5,000,000 once2026 Contribution Profit equals or exceeds $12,200,000. The earn-out is payable in cash following completion of the Company’s audited financial statements for the year ending December 31, 2026,and is expected to be settled in2027.* Because the earn-out is payable to the Seller and isnot contingent on continued employment, it is accounted for as contingent consideration and included in consideration transferred, rather than as post-combination compensation expense.

The contingent consideration is classified as a liability and is remeasured to fair value at each reporting date, with changes in fair value recognized in earnings within other income (expenses) on the statements of operations. The undiscounted range of possible outcomes is $0 to $5,000,000. The acquisition-date fair value of $4,070,000 was estimated using a probability-weighted scenario analysis (a Level3 measurement), under which possible2026 Contribution Profit outcomes were assigned probabilities and the resulting earn-out payments were discounted to present value using a discount rate of 6.0%. The following table presents the change in the contingent consideration liability from the Closing Date through* June 30, 2026:*

The fair value of the contingent consideration is sensitive to changes in the significant unobservable inputs, principally the projected2026 Contribution Profit and the probabilities assigned to each scenario. A significant increase (decrease) in projected2026 Contribution Profit, or in the probability weighting of higher-outcome scenarios, would result in a higher (lower) fair value of the contingent consideration liability. See Note4 for more information on the significant unobservable inputs used in the measurement as of* June 30, 2026.*

Acquisition-Related Costs

The Company incurred acquisition-related transaction costs of approximately $2.8 million during thethree andsix months ended* June 30, 2026,*recorded within general and administrative expenses in the condensed consolidated statements of operations.

Post-Acquisition Results

From the Terrasoul Closing Date through* June 30, 2026,*Terrasoul contributed net sales of approximately $15.2 million and net income of approximately $1.2 million to the Company’s condensed consolidated results of operations.

Supplemental Pro Forma Information (Unaudited)

The following unaudited supplemental pro forma financial information presents the combined results of the Company, Navitas, and Terrasoul, as if the acquisitions had occurred on* January 1, 2025:*

The pro forma results reflect adjustments for amortization of acquired intangible assets, tax impacts, elimination of intercompany transactions, and removal of historical interest expense, as if incurred on* January 1, 2025.This supplemental information is presented for informational purposes only and isnot* necessarily indicative of what the consolidated results of operations would have been had the acquisitions occurred on* January 1, 2025,*nor is it indicative of future consolidated results.

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3. Mezzanine Equity

On the Navitas Closing Date, the Company issued and sold 50,000 of its Series A Preferred Stock to the Investor, at a purchase price of $1,000 per share, for aggregate gross proceeds of $50.0 million and net proceeds of approximately $49.2 million after deducting issuance costs of approximately $0.8 million.

On the Terrasoul Closing Date, the Company issued and sold 60,000 shares of its Series A Preferred Stock to the Investor, at a purchase price of $1,000 per share, for aggregate gross proceeds of $60.0 million and net proceeds of approximately $59.9 million after deducting issuance costs of approximately $0.1 million.

The Company has authorized 110,000 shares of its Series A Preferred Stock, of which 110,000 shares were issued and outstanding as of* June 30, 2026.*

The material terms of the Series A Preferred Stock, as set forth in the Certificate of Designation of the Series A Preferred Stock (the “Certificate of Designation”), are summarized below.

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Because the Series A Preferred Stock becomes redeemable at the holder’s option on theseventh anniversary of* March 11, 2026based solely on the passage of time, the Company has concluded that it is probable of becoming redeemable and, in accordance with ASC480*-10-S99-3A, has elected to accrete the carrying value of the Series A Preferred Stock to its maximum redemption value using the interest method over the period to the holder’sfirst redemption date. Under this method, the initial carrying value of $109.2 million is accreted to the maximum redemption value of $140.6 million on a prospective basis over30 quarterly periods ending on theseventh anniversary of* March 11, 2026,using an initial weighted average effective annual rate of approximately 3.62%. Subsequent changes in the estimated maximum redemption value, if any, will be accounted for prospectively as changes in estimate. Accretion is recorded as a reduction of retained earnings (or, in the absence of retained earnings, additional paid-in capital) and a corresponding increase in the carrying value of the Series A Preferred Stock. For thethree* andsix months ended* June 30, 2026,*the Company recognized $1.0 million and $1.1 million, respectively, of accretion.

4. Fair Value Measurements

The Company measures and discloses the fair value of its financial assets and liabilities in accordance with ASC Topic820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC820 establishes athree-level fair value hierarchy that prioritizes the inputs used to measure fair value as follows:

Level1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level2 — Inputs other than quoted prices included within Level1 that are observable for the asset or liability, either directly or indirectly.

Level3 — Unobservable inputs for the asset or liability that are supported by little orno market activity and that are significant to the fair value of the asset or liability.

A financial instrument's categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company recognizes transfers between levels, if any, as of the end of the reporting period in which the transfer occurs. There wereno transfers between levels during the periods presented.

Recurring Fair Value Measurements

The following tables present the Company's assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, as of* June 30, 2026and December 31, 2025:*

Money market funds are classified within cash and cash equivalents on the condensed consolidated balance sheets and are valued using quoted prices in active markets (Level1). The Company heldno liabilities measured at fair value on a recurring basis as of* December 31, 2025.*

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The contingent consideration liability relates to the earn-out arising from the Terrasoul acquisition and is presented as a separate “Contingent consideration” line item within current liabilities on the condensed consolidated balance sheet. See Note2, Business Combinations, for additional information regarding the earn-out arrangement.

Changes in Level3* Fair Value Measurements*

The following table presents a reconciliation of the contingent consideration liability measured at fair value on a recurring basis using significant unobservable inputs (Level3) for thesix months ended* June 30, 2026:*

Changes in the fair value of the contingent consideration liability are recognized in other income (expenses) within the condensed consolidated statements of operations. For thethree andsix months ended* June 30, 2026,*the Company recognized a loss of $47,000 related to the change in fair value of the contingent consideration liability.

Valuation Technique and Significant Unobservable Inputs

The fair value of the contingent consideration was estimated using a probability-weighted scenario analysis, under which possible outcomes for the Company's2026 Contribution Profit (as defined in Note2) were assigned probabilities and the resulting earn-out payments were discounted to present value. The following table summarizes the significant unobservable inputs used in the Level3 measurement as of* June 30, 2026:*

The fair value measurement of the contingent consideration is sensitive to changes in the significant unobservable inputs, principally the projected2026 Contribution Profit and the probabilities assigned to each scenario. A significant increase (decrease) in projected2026 Contribution Profit, or in the probability weighting assigned to higher-outcome scenarios, would result in a significantly higher (lower) fair value of the contingent consideration liability, subject to the contractual maximum of $5,000,000.

Nonrecurring Fair Value Measurements

Assets acquired and liabilities assumed in a business combination are measured at fair value on a nonrecurring basis as of the acquisition date. The identifiable intangible assets, inventory, property and equipment, and lease-related assets and liabilities recognized in connection with the Terrasoul acquisition were measured using significant unobservable inputs (Level3). See Note2, Business Combinations, for further information.

Other Financial Instruments

The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company hadno borrowings outstanding under any credit facility as of* June 30, 2026or December 31, 2025.*

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5. 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 contractual agreements which either require the Company to utilize the funds only for specific, contractually identified purposes, or are restricted to collateralize borrowings against company credit cards.

6. 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:

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, 2026*, the Company recorded $101.6 thousand and $84.1 thousand, respectively, of inventory obsolescence and disposal costs. For thethree andsix months ended* June 30, 2025,*the Company recorded $300.2 thousand and $401.9 thousand, respectively, of inventory obsolescence and disposal costs.

7. Property, Plant, and Equipment

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

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8. Goodwill and Intangible Assets

Goodwill

Goodwill represents the excess of consideration transferred over the fair value of net identifiable assets acquired in a business combination. Goodwill isnot amortized but is tested for impairment annually as of* October 1,or more frequently if events or changes in circumstances indicate that the carrying value may**not* be recoverable. The Company has a single reporting unit and performs its goodwill impairment test at the consolidated level. There wereno goodwill impairments during thethree andsix months ended* June 30, 2026or2025.*

The changes in the carrying amount of goodwill for thesix months ended* June 30, 2026*were as follows:

The goodwill acquired in the Navitas and Terrasoul acquisitions are allocated to the Company’s single reporting unit and reflect the expected synergies from combining their operations with those of the Company, including expanded omnichannel distribution, manufacturing capabilities, enhanced supply chain capabilities, and the strategic value of established brand and consumer relationships in the organic superfoods category. See Note2 for additional information regarding the business combinations. The measurement periods for the Navitas and Terrasoul acquisitions remain open as of* June 30, 2026,and the amounts recorded are preliminary and subject to adjustment during the measurement period, which willnot* exceedone year from the respective acquisition dates.

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 9.5 years. For thethree andsix months ended* June 30, 2026*, amortization expense was $1.0 million and $1.2 million, respectively. For thethree andsix months ended* June 30, 2025,*amortization expense was $35.0 thousand and $80.0 thousand, respectively.

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

9. Leases

The Company has entered into operating lease agreements for corporate office and warehouse spaces with varying lease terms.

For the periods presented below, the components of lease expense were as follows:

As of* June 30, 2026,future minimum payments during the nextfive* years and thereafter are as follows:

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10. Income Taxes

A reconciliation of current and deferred income tax (benefit) expense for thethree andsix months ended* June 30, 2026and2025* is as follows:

Current income tax expense in both periods consists of state income and franchise taxes; the Company had a tax net loss in each period and therefore recordedno current federal income tax. The Company has recorded a current state income tax payable of approximately $9.5 thousand and $3.0 thousand as of* June 30, 2026* and* December 31, 2025*, respectively.

Effective Tax Rate

The Company's effective tax rate was 8729.8% for thesix months ended* June 30, 2026,compared to (4.0)% for thesix* months ended* June 30, 2025.The effective tax rate for thesix* months ended* June 30, 2026differed from the U.S. federal statutory rate of 21% primarily due to a discrete income tax benefit recognized in connection with the Navitas Acquisition, partially offset by the continuing full valuation allowance on the Company's net deferred tax assets and the effect of state and local income taxes. Excluding the discrete item described below, the Company's effective tax rate for thesix* months ended* June 30, 2026would have been substantially zero, reflecting the continuing full valuation allowance on the Company's net deferred tax assets. The effective tax rate for thesix* months ended* June 30, 2025,*was driven by current state and local income and franchise taxes.

Discrete Tax Benefit Related to the Navitas Acquisition

In connection with the Navitas Acquisition on* March 12, 2026 (see Note2,* Business Combinations), the Company recorded $4.7 million of acquired net deferred tax liabilities, consisting principally of deferred tax liabilities on identifiable intangible assets recognized in the preliminary purchase price allocation. The acquired deferred tax liabilities provide a source of future taxable income that is available to support realization of the Company's pre-existing deferred tax assets. As a result, in accordance with ASC740-10-30-18, the Company released a corresponding portion of its valuation allowance during thesix months ended* June 30, 2026,resulting in a discrete income tax benefit of $4.7 million. This benefit was recorded in the period in which the underlying acquisition occurred and isnot* reflected in the Company's estimated annual effective tax rate.

Valuation Allowance

The Company continues to maintain a full valuation allowance against its net deferred tax assets. Management has determined that, after considering all available positive and negative evidence, including the Company's history of cumulative losses, projected future taxable income, and the reversal patterns of existing taxable and deductible temporary differences, it is more likely thannot that the Company's net deferred tax assets willnot be realized. The Company will continue to evaluate the realizability of its deferred tax assets in future periods and will adjust the valuation allowance when sufficient positive evidence indicates that all or a portion of the deferred tax assets are more likely thannot to be realized.

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Unrecognized Tax Benefits

There wereno material changes to the Company's gross unrecognized tax benefits during thethree andsix months ended* June 30, 2026.*

For additional information on the Company's accounting policies for income taxes, components of deferred tax assets and liabilities, net operating loss and tax credit carryforwards, and open tax years, see Note9 to the consolidated financial statements in the2025 Form10-K.

11. Stock Incentive Plan

The Company's stock-based compensation awards are issued under the Laird Superfood, Inc.2020 Equity Incentive Plan (as amended, the*"2020* Plan"). At the Company's Annual Meeting for Stockholders held on* June 25, 2026,the Shareholders of the Company approved the2020* Plan to (i) increase the aggregate number of shares of common stock of the Company available for issuance under the2020 Plan by 3,876,836 shares, to a total of 6,000,000 shares, (ii) to extend the term of the2020 Plan to* May 22, 2036,and (iii) to modify the2020* Plan's evergreen provision, by extending such provision an additionaltwo years so that the last increase pursuant to the provision will be made on* January 1, 2036,rather than January 1, 2034.*

For a description of the2020 Plan, including the types of awards permitted, share authorization, vesting terms, and the methodologies used to determine the grant-date fair value of stock options and other awards, see Note10 to the consolidated financial statements in the2025 Form10-K.

Stock-Based Compensation

The following table summarizes the Company’s stock-based compensation:

As of* June 30, 2026,total unrecognized compensation cost related to non-vested stock-based awards was approximately $2.1 million, expected to be recognized over a weighted-average period of approximately 2.5 years. For additional information regarding outstanding awards, vesting terms, and remaining contractual life, see Note10* to the consolidated financial statements in the2025 Form10-K.

During thesix months ended* June 30, 2026,the Company granted 24,000 restricted stock units ("RSUs"), with a weighted-average grant-date fair value of $2.58 per share. During thesix* months ended* June 30, 2025,*the Company granted 114,760 restricted stock units ("RSUs"), with a weighted-average grant-date fair value of $5.88 per share. The grant-date fair value is determined based on the closing price of the Company's common stock on the grant date.

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12. Net Loss per Share

The Company computes basic and diluted earnings (loss) per share using thetwo-class method because the Series A Preferred Stock is a participating security that contractually participates with the Company’s common stock in any cash dividend or other distribution declared on the common stock on an as-converted basis. See Note3 for a description of the terms of the Series A Preferred Stock, the Investment Agreement, and the related board designation rights. The Series A Preferred Stock doesnot have a contractual obligation to share in the Company’s losses.

Under thetwo-class method, net income is allocated between common stockholders and the holders of the Series A Preferred Stock (“Series A Preferred Stockholder”) based on their respective participation rights, and is computed using the more dilutive of (i) thetwo-class method with dilutive common share equivalents included in the denominator, with a corresponding reallocation of undistributed earnings, or (ii) the if-converted method, which adds preferred-as-converted shares to both the numerator (adding back preferred dividends) and the denominator. For thethree andsix months ended* June 30, 2026,*the if-converted method was more dilutive.

For periods in which the Company reports a net loss,no portion of the loss is allocated to the Series A Preferred Stock. Net loss attributable to common stockholders is adjusted for accretion of the Series A Preferred Stock to its maximum redemption value, which is treated as a deemed dividend to the Series A Preferred Stockholders and reduces income available to common stockholders. Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period.

Diluted loss per share gives effect to all potentially dilutive common shares outstanding during the period, including employee stock options, restricted stock units, and common shares issuable on an as-converted basis upon conversion of the Series A Preferred Stock, using the treasury stock method or the if-converted method, as applicable. Potentially dilutive securities are excluded from the diluted loss per share computation when their effect would be anti-dilutive.

The following table sets forth the computation of basic and diluted net loss per share:

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13. 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:

The following table details the concentration of sales to specific customers in excess of10% of total gross sales for 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:

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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:

14. 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

See Note13 to the consolidated financial statements in the2025 Form10-K for a description of the License and Preservation Agreement with Mr. Hamilton and Ms. Reece. There have beenno changes to the agreement during thethree andsix months ended* June 30, 2026.*

Marketing Services

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, 2025*, with an option to renew forone-year terms. In connection with these services, the Company recognized advertising expenses totaling $88.2 thousand and $175.0 thousand for thethree andsix months ended* June 30, 2026*, respectively, and $78.0 thousand and $147.2 thousand for thethree andsix months ended* June 30, 2025.As of June 30, 2026* and* December 31, 2025*, amounts payable to Ms. Reece of $29.5 thousand and $46.5 thousand, respectively, are included in related party liabilities in the balance sheets.

Nexus Capital Management LP—*** Controlling Stockholder***

Gateway Superfood NSSIII Investment, LLC and Gateway Superfood NSSIV Investment, LLC (collectively, the “Investor”), each an affiliate of Nexus, are related parties of the Company. Nexus serves as investment manager to the Investor and* may*be deemed an indirect beneficial owner of the securities held thereby. Damian Giangiacomo, Michael Cohen, and Daniel Flesh are the owners of Nexus Capital Management LP and its general partner entities. Michael Cohen serves as a member of the Company's Board of Directors as a Nexus designee.

Following the issuance of Series A Convertible Preferred Stock at the Initial Closing on* March 12, 2026and the Subsequent Closing on April 21, 2026,*affiliates of Nexus hold an aggregate of 110,000 shares of Series A Convertible Preferred Stock, representing beneficial ownership of approximately 73.8% of the Company's common stock on a fully diluted, as-converted basis. As a result of this ownership, the Company is a “controlled company” within the meaning of the NYSE American Company Guide and is exempt from certain NYSE American corporate governance requirements otherwise applicable to listed companies.

See Note3 —Mezzanine Equity for a description of the terms of the Series A Convertible Preferred Stock, the Investment Agreement, and the related board designation rights.

Advisory Agreement

In connection with the Company's acquisition of Terrasoul, the Company entered into an advisory agreement, dated* April 21, 2026,with Dennis Botts, who prior to the acquisition was an indirect beneficial owner of 64.66% of the outstanding membership interests in Terrasoul. Under the agreement, Mr. Botts provides advisory services related to the ongoing operation and integration of the Terrasoul business, including transition support, business introductions, and insight on growth and brand development, in exchange for a monthly fee of $62,500 over atwo-year term. During thethree* andsix months ended* June 30, 2026,*the Company incurred expenses of $0.1 million under this agreement, which was included in other general and administrative expenses.

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15. Revenue Recognition

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:

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, 2025*, were recognized in net sales during thesix months ended* June 30, 2026*. For the periods presented below, the balances of receivables from contracts with customers and contract liabilities were as follows:

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16. Reportable Segments

Under ASC280, Segment Reporting, operating segments are components for which discrete financial information is regularly reviewed by the chief operating decision maker ("CODM") in allocating resources and assessing performance. The Company hasone operating and reportable segment: Superfood.

The Superfood segment, which is comprised of the Laird Superfood, Navitas, and Terrasoul brands, sells clean, functional coffee creamers, coffee, tea, and hot chocolate, hydration and beverage-enhancing products, organic superfood ingredients, and functional snacks.

Substantially all revenue is domestic; see Note15 for revenue by product group and channel. Segment accounting policies are consistent with the Company's significant accounting policies, and there areno intersegment sales. The CODM is the Chief Executive Officer.

The CODM allocates resources and assesses performance using segment net loss. Significant segment expenses regularly provided to the CODM are cost of goods sold, general and administrative, marketing and advertising, and selling; other segment items are other income and income taxes. The CODM also reviews Adjusted EBITDA, which adjusts segment net loss for depreciation and amortization, stock-based compensation, income tax, other income, and business combination and integration costs. Segment assets equal consolidated total assets.

The Company acquired Navitas in* March 2026 (operations from March 13, 2026)and Terrasoul in April 2026 (operations from April 22, 2026)*and is integrating these brands into the Superfood segment.

Segment results and the reconciliation of net loss to Adjusted EBITDA follow.

17. Commitments and Contingencies

Purchase Commitments

Certain raw materials are purchased from suppliers under non-cancelable purchase contracts. The terms of the contracts consist of an agreed-upon quantity and price for the materials to be purchased. If the agreed-upon quantity isnot purchased during the term of the contract, the Company will be obligated to the supplier for the difference between the contracted price and the market price received by the supplier on the quantitynot purchased. Total estimated outstanding commitments were approximately $3.6 million as of* June 30, 2026.There wereno outstanding commitments as of December 31, 2025.*The Company expects to fulfill all purchase commitments during the normal course of business.

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