What is the significance of the IPO-related terms in Jennifer Garner’s OFRM holdings?

The filing states that all preferred stock will automatically convert into common stock for no additional consideration when the initial public offering closes. It also notes that certain employee stock options will fully vest and become exercisable immediately before the initial public offering.

Jennifer Garner (OFRM) details pre-IPO stake and options in Once Upon a Farm

Q: What does Jennifer Garner report owning in Once Upon a Farm (OFRM)?

Jennifer Anne Garner reports beneficial ownership of 1,549,501 shares of common stock in Once Upon a Farm, PBC. She also holds multiple series of preferred stock and employee stock options that are convertible or exercisable into additional shares of common stock.

Q: How are Jennifer Garner’s preferred shares in OFRM treated in relation to common stock?

The preferred stock of Once Upon a Farm, PBC has no expiration date and is convertible into common stock at Jennifer Garner’s election. As of the closing of the company’s initial public offering, the preferred stock will automatically convert into common stock for no additional consideration.

Q: Which Once Upon a Farm (OFRM) securities are held through the Jennifer Garner Trust?

Series C-1 Preferred Stock and Series D Preferred Stock of Once Upon a Farm, PBC are reported as held indirectly by the Jennifer Garner Trust. These preferred shares are convertible into the company’s common stock under the terms described in the ownership filing footnotes.

Q: What stock options does Jennifer Garner hold in Once Upon a Farm (OFRM)?

Jennifer Garner holds several employee stock options granted under the Once Upon a Farm, PBC 2021 Omnibus Incentive Plan. These options cover common stock with exercise prices of $1.45 , $3.85 and $7.23 , and certain grants vest immediately before the company’s initial public offering.

Q: Is this Once Upon a Farm (OFRM) filing reporting new insider trades by Jennifer Garner?

No. This Form 3 filing is an initial statement of beneficial ownership by Jennifer Anne Garner as a director of Once Upon a Farm, PBC. It lists her existing holdings and derivative securities rather than reporting new purchases or sales of the company’s stock.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Once Upon a Farm, PBC director Jennifer Anne Garner filed an initial ownership report showing she beneficially owns 1,549,501 shares of common stock directly. She also holds Series A-1, B-1 and B-2 preferred stock that is convertible into common stock at her election and will automatically convert into common stock upon the closing of the company’s initial public offering, for no additional consideration.

In addition, Series C-1 and Series D preferred stock convertible into common stock are held indirectly by the Jennifer Garner Trust. She also holds several grants of employee stock options under the Once Upon a Farm, PBC 2021 Omnibus Incentive Plan, covering common stock at exercise prices of $1.45, $3.85 and $7.23, with certain options vesting and becoming exercisable immediately prior to the company’s initial public offering.

Insider Trade Summary

11 transactions reported

Mixed 11 txns

Insider Garner Jennifer Anne

Role Director

Type	Security	Shares	Price	Value
holding	Series A-1 Preferred Stock	--	--	--
holding	Series B-1 Preferred Stock	--	--	--
holding	Series B-2 Preferred Stock	--	--	--
holding	Series C-1 Preferred Stock	--	--	--
holding	Series D Preferred Stock	--	--	--
holding	Employee Stock Options (right to buy)	--	--	--
holding	Employee Stock Options (right to buy)	--	--	--
holding	Employee Stock Options (right to buy)	--	--	--
holding	Employee Stock Options (right to buy)	--	--	--
holding	Employee Stock Options (right to buy)	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Series A-1 Preferred Stock — 58,718 shares (Direct); Series B-1 Preferred Stock — 160,259 shares (Direct); Series B-2 Preferred Stock — 20,383 shares (Direct); Series C-1 Preferred Stock — 95,632 shares (Indirect, By the Jennifer Garner Trust); Series D Preferred Stock — 51,051 shares (Indirect, By the Jennifer Garner Trust); Employee Stock Options (right to buy) — 1,121,736 shares (Direct); Common Stock — 1,549,501 shares (Direct)

Footnotes (3)

F1. The preferred stock of Once Upon a Farm, PBC (the "Issuer") has no expiration date and is convertible at the reporting person's election into Issuer's common stock. As of the closing of the Issuer's initial public offering, the preferred stock will automatically convert, for no additional consideration, into common stock of the Issuer.
F2. Represents stock options granted pursuant to the Once Upon a Farm, PBC 2021 Omnibus Incentive Plan.
F3. Stock options fully vest and become exercisable immediately prior to the Issuer's initial public offering.

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Accepted by SEC EDGAR 02/05/2026 - 06:03 PM

FAQ

What does Jennifer Garner report owning in Once Upon a Farm (OFRM)?

Jennifer Anne Garner reports beneficial ownership of 1,549,501 shares of common stock in Once Upon a Farm, PBC. She also holds multiple series of preferred stock and employee stock options that are convertible or exercisable into additional shares of common stock.

How are Jennifer Garner’s preferred shares in OFRM treated in relation to common stock?

The preferred stock of Once Upon a Farm, PBC has no expiration date and is convertible into common stock at Jennifer Garner’s election. As of the closing of the company’s initial public offering, the preferred stock will automatically convert into common stock for no additional consideration.

Which Once Upon a Farm (OFRM) securities are held through the Jennifer Garner Trust?

Series C-1 Preferred Stock and Series D Preferred Stock of Once Upon a Farm, PBC are reported as held indirectly by the Jennifer Garner Trust. These preferred shares are convertible into the company’s common stock under the terms described in the ownership filing footnotes.

What stock options does Jennifer Garner hold in Once Upon a Farm (OFRM)?

Jennifer Garner holds several employee stock options granted under the Once Upon a Farm, PBC 2021 Omnibus Incentive Plan. These options cover common stock with exercise prices of $1.45, $3.85 and $7.23, and certain grants vest immediately before the company’s initial public offering.

Is this Once Upon a Farm (OFRM) filing reporting new insider trades by Jennifer Garner?

No. This Form 3 filing is an initial statement of beneficial ownership by Jennifer Anne Garner as a director of Once Upon a Farm, PBC. It lists her existing holdings and derivative securities rather than reporting new purchases or sales of the company’s stock.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Garner Jennifer Anne

(Last)

(First)

(Middle)

C/O ONCE UPON A FARM, PBC

950 GILMAN STREET, SUITE 100

(Street)

BERKELEY

94710

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2026

3. Issuer Name and Ticker or Trading Symbol
Once Upon a Farm, PBC [ OFRM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,549,501	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	58,718	⁽¹⁾	D
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	160,259	⁽¹⁾	D
Series B-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	20,383	⁽¹⁾	D
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	95,632	⁽¹⁾	I	By the Jennifer Garner Trust
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	51,051	⁽¹⁾	I	By the Jennifer Garner Trust
Employee Stock Options (right to buy)⁽²⁾	03/15/2022	03/15/2031	Common Stock	172,189	$1.45	D
Employee Stock Options (right to buy)⁽²⁾	11/15/2022	03/15/2031	Common Stock	57,539	$1.45	D
Employee Stock Options (right to buy)⁽²⁾	05/12/2025	05/12/2031	Common Stock	46,750	$1.45	D
Employee Stock Options (right to buy)⁽²⁾	⁽³⁾	11/14/2032	Common Stock	468,715	$3.85	D
Employee Stock Options (right to buy)⁽²⁾	⁽³⁾	12/25/2034	Common Stock	376,543	$7.23	D

Explanation of Responses:

1. The preferred stock of Once Upon a Farm, PBC (the "Issuer") has no expiration date and is convertible at the reporting person's election into Issuer's common stock. As of the closing of the Issuer's initial public offering, the preferred stock will automatically convert, for no additional consideration, into common stock of the Issuer.

2. Represents stock options granted pursuant to the Once Upon a Farm, PBC 2021 Omnibus Incentive Plan.

3. Stock options fully vest and become exercisable immediately prior to the Issuer's initial public offering.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ Genevieve Kelly, as Attorney-in-fact	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR