Once Upon a Farm adds $3M Jennifer Garner deal
Once Upon a Farm, PBC entered into a first amendment to its Amended and Restated Personal Brand Services and Spokesperson/Co-Founder Master Agreement with Jennifer Garner.
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Form Type
8-K
Rhea-AI Filing Summary
Once Upon a Farm, PBC entered into a first amendment to its Amended and Restated Personal Brand Services and Spokesperson/Co-Founder Master Agreement with Jennifer Garner. The amendment provides an additional $3.0 million in cash consideration for expanded advertising, marketing, and promotional services.
The $3.0 million is scheduled to be paid over a two-year period beginning in January 2027, subject to Jennifer Garner’s continued service through each payment date. If there is a change of control of the company or certain qualifying terminations of the agreement, any unpaid portion of this amount will be accelerated and paid in full.
8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Additional cash consideration: $3.0 million
Payment period length: Two years
Payment start date: January 2027
+2 more
5 metrics
Additional cash consideration
$3.0 million
For Jennifer Garner’s advertising, marketing, and promotional services under amendment
Payment period length
Two years
Period over which the $3.0 million is paid beginning January 2027
Payment start date
January 2027
Start of scheduled payments of the additional cash consideration
Amendment date
May 5, 2026
Date the first amendment to the Amended and Restated Agreement was executed
Original restated agreement date
June 10, 2025
Date of the Amended and Restated Personal Brand Services and Spokesperson/Co-Founder Master Agreement
Key Terms
Material Definitive Agreement, public benefit corporation, change of control, emerging growth company, +1 more
5 terms
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
public benefit corporation regulatory
"Once Upon a Farm, PBC, a Delaware public benefit corporation (the “Company”)"
A public benefit corporation is a legal type of company that pledges to pursue a specific public good—such as environmental protection, worker welfare or community development—alongside earning profits for shareholders. Like a restaurant that promises to source local ingredients while still trying to turn a profit, this structure lets managers weigh social goals against financial returns, which can influence strategy, risk profile and investor expectations about how decisions are made.
change of control financial
"In the event of a change of control of the Company (as defined by the Amended and Restated Agreement)"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
compensatory plan or arrangement regulatory
"A management contract or compensatory plan or arrangement required to be filed as an exhibit"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What agreement did Once Upon a Farm (OFRM) amend with Jennifer Garner?
Once Upon a Farm amended its Amended and Restated Personal Brand Services and Spokesperson/Co-Founder Master Agreement with Jennifer Garner. The amendment updates compensation terms for her advertising, marketing, and promotional services while keeping the broader personal brand and spokesperson relationship in place.
How much additional cash will Jennifer Garner receive under the OFRM amendment?
The amendment grants Jennifer Garner an additional $3.0 million in cash consideration. This amount compensates her for performing specified advertising, marketing, and promotional activities for Once Upon a Farm under the amended spokesperson and co-founder services agreement.
Over what period will Once Upon a Farm (OFRM) pay the extra $3.0 million?
The $3.0 million in additional cash consideration will be paid over a two-year period beginning in January 2027. Each payment is conditioned on Jennifer Garner’s continued service through the applicable payment date, as outlined in the amendment.
What happens to the unpaid $3.0 million if OFRM undergoes a change of control?
If there is a change of control of Once Upon a Farm, any remaining unpaid portion of the $3.0 million will be accelerated and paid in full. Similar acceleration occurs if the agreement ends without cause by the company or for good reason by Jennifer Garner.
Where can investors find the full text of the Once Upon a Farm amendment?
The complete amendment is filed as Exhibit 10.1 to the report. Investors can review this exhibit to see all detailed terms governing Jennifer Garner’s additional compensation and service obligations under the amended spokesperson agreement with Once Upon a Farm.
AI-generated analysis. How Rhea-AI works. Not financial advice.
