Once Upon a Farm completes $18 IPO and governance reset

Once Upon a Farm, PBC completed an underwritten initial public offering of its common stock at a public price of $18.00 per share.

Rhea-AI Filing Summary

Once Upon a Farm, PBC completed an underwritten initial public offering of its common stock at a public price of $18.00 per share. The company sold 7,631,537 shares, while selling stockholders sold an additional 3,365,672 shares to the underwriters.

The underwriters received a 30‑day option to buy up to 1,649,581 additional shares. In connection with the IPO, the company appointed Walter Robb to its board, adopted a new omnibus incentive plan and employee stock purchase plan, implemented an amended and restated certificate of incorporation and bylaws, and entered into customary underwriting, registration rights, director nomination, and indemnification agreements.

Insights

Equity capital markets analyst

Once Upon a Farm completed an $18-per-share IPO with primary and secondary stock sales.

The company executed an underwritten initial public offering where it issued 7,631,537 new common shares at $18.00 per share, alongside selling stockholders who sold 3,365,672 shares. Underwriters also received a 30‑day option for up to 1,649,581 additional shares, which can increase the total offering size.

Alongside the listing, the company put standard public‑company infrastructure in place: new charter and bylaws effective on February 9, 2026, registration rights and director nomination agreements for key holders, and broad‑based equity compensation and purchase plans. These steps align governance and incentives with life as a newly public company, while the actual post‑IPO ownership mix and dilution will depend on total shares outstanding disclosed elsewhere.

8-K Event Classification

4 items: 1.01, 3.03, 5.02, 5.03

4 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 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did Once Upon a Farm (OFRM) sell in its IPO?

Once Upon a Farm sold 7,631,537 new common shares in its IPO, all at a public offering price of $18.00 per share. In addition, selling stockholders sold 3,365,672 shares through the same underwritten transaction, increasing overall market float at listing.

What is the IPO price for Once Upon a Farm (OFRM) common stock?

The IPO price for Once Upon a Farm’s common stock was set at $18.00 per share. Both the 7,631,537 shares issued by the company and the 3,365,672 shares sold by existing stockholders were offered to the public at this same $18.00 price.

Did Once Upon a Farm (OFRM) grant an over-allotment option to underwriters?

Yes. Once Upon a Farm granted underwriters a 30‑day option to purchase up to 1,649,581 additional common shares. This option, often called a greenshoe, allows underwriters to cover overallotments and potentially increase the total number of shares sold in the IPO.

What new governance documents did Once Upon a Farm (OFRM) adopt with its IPO?

On February 9, 2026, Once Upon a Farm filed an amended and restated certificate of incorporation and adopted new bylaws. These documents, described under “Description of Capital Stock” in the prospectus, formalize its capital structure and governance framework as a newly public Delaware corporation.

What equity compensation plans did Once Upon a Farm (OFRM) adopt at IPO?

In connection with the IPO, Once Upon a Farm adopted the 2026 Omnibus Incentive Plan and a 2026 Employee Stock Purchase Plan. The omnibus plan became effective February 5, 2026, and the ESPP became effective February 9, 2026, supporting stock‑based compensation and employee share purchases.

Who joined the Once Upon a Farm (OFRM) board in connection with the IPO?

On February 5, 2026, Walter Robb was appointed to the company’s board of directors. Additional details on his background, committee service, compensation, and related‑party matters are provided in the company’s prospectus sections on management, executive compensation, and certain relationships and related transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 02/09/2026 - 05:03 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2026

ONCE UPON A FARM, PBC

(Exact name of registrant as specified in its charter)

Delaware		001-43108		47-3648280
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
950 Gilman Street, Suite 100 Berkeley, CA				94710
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (888) 983-1606

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		OFRM		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On February 5, 2026, Once Upon a Farm, PBC (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and J.P Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), and certain stockholders of the Company named in Schedule II therein (the “Selling Stockholders”) relating to the initial public offering (the “IPO”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Underwriting Agreement provides for the offer and sale by the Company of 7,631,537 shares of Common Stock (the “Company Shares”) and the offer and sale by the Selling Stockholders of 3,365,672 shares of Common Stock (the “Selling Stockholder Shares” and, together with the Company Shares, the “Firm Shares”), in each case at a public offering price of $18.00 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,649,581 shares of Common Stock (the “Option Shares”). On February 9, 2026, the IPO closed and the Firm Shares were delivered. The material terms of the IPO are described in the prospectus, dated February 5, 2026 (the “Prospectus”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on February 9, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The IPO is registered with the Commission pursuant to the Company’s Registration Statement on Form S-1, as amended (File No. 333-290577).

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act. This description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is incorporated by reference into this Item 1.01. Additionally, for a summary description of relationships between the Company and the Underwriters, see the section entitled “Underwriting” in the Prospectus.

In connection with the consummation of the IPO, the Company entered into the following additional agreements:

• the Registration Rights Agreement, dated as of February 9, 2026, by and among the Company and the stockholders party thereto, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein; and

• the Director Nomination Agreement, dated as of February 9, 2026, by and among the Company and the stockholders party thereto, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Descriptions of these agreements are contained in the Prospectus in the section entitled “Certain Relationships and Related Party Transactions” and are incorporated by reference into this Item 1.01. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of each of the agreements attached hereto as Exhibit 10.1 and Exhibit 10.2, which are incorporated by reference into this Item 1.01.

Item 3.03 Material Modification to Rights of Security Holders.

The information provided under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2026, Walter Robb was appointed to the Company’s board of directors. Biographical information and other information regarding the committees upon which Mr. Robb is expected to serve, related party transactions involving Mr. Robb, the compensation plans in which Mr. Robb participates and information about any arrangement or understanding between Mr. Robb and any other persons pursuant to which Mr. Robb was selected as a director are included in the Prospectus in the sections entitled “Certain Relationships and Related Party Transactions,” “Executive Compensation” and “Management” and are incorporated by reference into this Item 5.02.

On or around February 5, 2026, in connection with the IPO, the Company entered into indemnification agreements with each of its directors and executive officers. These agreements provide the Company’s directors and executive officers with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the Delaware General Corporation Law. These indemnification rights are not exclusive of any other right that an indemnified person may have or hereafter acquire under any statute, provision of the Company’s Certificate of Incorporation or Bylaws (each as defined below), any agreement, or vote of stockholders or disinterested directors or otherwise. This description of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the form of indemnification agreement attached hereto as Exhibit 10.3, which is incorporated by reference into this Item 5.02.

Additionally, on February 5, 2026 and in connection with the IPO, the Company adopted the Once Upon a Farm, PBC 2026 Omnibus Incentive Plan (the “Omnibus Plan”) and the Once Upon a Farm, PBC Employee Stock Purchase Plan (the “ESPP”). The Omnibus Plan became effective on February 5, 2026 and the ESPP became effective on February 9, 2026. A description of the Omnibus Plan and the ESPP is contained in the Prospectus in the section entitled “Executive Compensation—Actions Taken in Connection with this Offering” and is incorporated by reference into this Item 5.02. Such description does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Plan attached hereto as Exhibit 10.4 and the full text of the ESPP attached hereto as Exhibit 10.5, each of which is incorporated by reference into this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 9, 2026, the Company filed an amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and adopted bylaws (the “Bylaws”), each of which became effective on February 9, 2026. A description of the Certificate of Incorporation and the Bylaws is contained in the Prospectus in the section entitled “Description of Capital Stock” and is incorporated by reference into this Item 5.03. Such description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Incorporation attached hereto as Exhibit 3.1 and the full text of the Bylaws attached hereto as Exhibit 3.2, both of which are incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of February 5, 2026, among Once Upon a Farm, PBC, the selling stockholders party thereto, and Goldman Sachs  & Co. LLC and J.P Morgan Securities LLC, as representatives for the several underwriters named in Schedule I thereto.
3.1		Amended and Restated Certificate of Incorporation of Once Upon a Farm, PBC.
3.2		Bylaws of Once Upon a Farm, PBC.
10.1		Registration Rights Agreement, dated as of February 9, 2026, by and among Once Upon a Farm, PBC and the stockholders party thereto.
10.2		Director Nomination Agreement, dated as of February 9, 2026, by and among Once Upon a Farm, PBC and the stockholders party thereto.
10.3		Form of Indemnification Agreement between Once Upon a Farm, PBC and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Commission on September 29, 2025).
10.4		Once Upon a Farm, PBC 2026 Omnibus Incentive Plan.
10.5		Once Upon a Farm, PBC 2026 Employee Stock Purchase Plan.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 9, 2026				ONCE UPON A FARM, PBC
				By:		/s/ John Foraker
				Name:		John Foraker
				Title:		Chief Executive Officer

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 EX-10.1 151.3 KB
• EX-10.2 EX-10.2 43.7 KB
• EX-10.4 EX-10.4 128.9 KB
• EX-10.5 EX-10.5 81.5 KB

Other Documents

• EX-1.1 EX-1.1 243.7 KB
• EX-3.1 EX-3.1 62.5 KB
• EX-3.2 EX-3.2 127.8 KB