Form 4: Thomas Brett J. reports acquisition/exercise transactions in OFRM
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Thomas Brett J. reported acquisition or exercise transactions in a Form 4 filing for OFRM. The filing lists transactions totaling 19,593,052 shares. Following the reported transactions, holdings were 7,411,502 shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
9,793,470 shares exercised/converted
Mixed
11 txns
Insider
Thomas Brett J.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A-2 Preferred Stock | 107,749 | $0.00 | -- |
| Conversion | Series B-1 Preferred Stock | 4,804,965 | $0.00 | -- |
| Conversion | Series B-2 Preferred Stock | 914,243 | $0.00 | -- |
| Conversion | Series C-1 Preferred Stock | 874,954 | $0.00 | -- |
| Conversion | Series D Preferred Stock | 817,340 | $0.00 | -- |
| Conversion | Series D Preferred Stock | 2,274,219 | $0.00 | -- |
| Conversion | Common Stock | 7,411,502 | $0.00 | -- |
| Conversion | Common Stock | 107,749 | $0.00 | -- |
| Conversion | Common Stock | 2,274,219 | $0.00 | -- |
| Grant/Award | Common Stock | 6,112 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Series A-2 Preferred Stock — 0 shares (Indirect, By TNG Investors LP);
Series B-1 Preferred Stock — 0 shares (Indirect, By CAVU Venture Partners II L.P.);
Series B-2 Preferred Stock — 0 shares (Indirect, By CAVU Venture Partners II L.P.);
Series C-1 Preferred Stock — 0 shares (Indirect, By CAVU Venture Partners II L.P.);
Series D Preferred Stock — 0 shares (Indirect, By CAVU Venture Partners II L.P.);
Common Stock — 7,411,502 shares (Indirect, By CAVU Venture Partners II L.P);
Common Stock — 6,112 shares (Direct)
Footnotes (1)
- The preferred stock automatically converted, for no additional consideration, into shares of common stock of Once Upon a Farm, PBC (the "Issuer"), as of the closing of the Issuer's initial public offering on February 9, 2026. CAVU Venture Partners GP II, LLC ("Fund II GP LLC") is the general partner of CAVU Venture Partners GP II, LP ("Fund II GP"), which is the general partner of CAVU Venture Partners II L.P. CAVU Venture Partners GP III, LLC ("Fund III GP LLC") is the general partner of CAVU Venture Partners GP III, LP ("Fund III GP"), which is the general partner of CAVU Venture Partners III L.P. CAVU Venture Partners GP IV, LLC ("Fund IV GP LLC") is the general partner of CAVU Venture Partners GP IV, LP ("Fund IV GP"), which is the general partner of CAVU Venture Partners IV L.P. and TNG Investors LP. The reporting person is a Manager of the Fund II GP LLC, Fund III GP LLC and Fund IV GP LLC. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") except to the extent of his pecuniary interest therein, if any. (Continued from footnote 2) This report shall not be deemed an admission that the reporting person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. In connection with the closing of the initial public offering of the Issuer, the reporting person was granted restricted stock units, which vest fully on the earlier of the first anniversary of the closing of the initial public offering and the next annual meeting of stockholders, subject to the reporting person's continued service on the Issuer's Board of Directors through such date. The reporting person is contractually obligated to remit the proceeds of any sale of shares issued upon vesting of restricted stock units to CAVU Consumer Partners, LLC. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
FAQ
What insider activity did Once Upon a Farm (OFRM) report on February 9, 2026?
Once Upon a Farm reported preferred-to-common conversions and a stock grant. Investment funds linked to director Thomas Brett J. converted preferred shares into common at IPO closing, and he received a 6,112-share restricted stock unit grant subject to future vesting conditions and service.
What is TNG Investors LP’s indirect ownership in Once Upon a Farm (OFRM) common stock?
TNG Investors LP is reported with 646,478 OFRM common shares indirectly. This amount reflects automatic conversion of 107,749 shares of Series A-2 Preferred Stock into common stock for no additional consideration at the time of the company’s IPO closing.
What equity award did director Thomas Brett J. receive from Once Upon a Farm (OFRM)?
The director received 6,112 common shares via a restricted stock unit grant. The RSUs vest fully on the earlier of one year after the IPO closing or the next annual stockholder meeting, contingent on continued board service, and sale proceeds must be remitted to CAVU Consumer Partners, LLC.
Were cash payments involved in the Once Upon a Farm (OFRM) preferred stock conversions?
No additional consideration was paid for the preferred stock conversions. The filing states that the various preferred stock series automatically converted into Once Upon a Farm common stock in connection with the IPO closing, with a reported conversion price of $0.00 per share.