STOCK TITAN

Form 4: Jacobs Jared Noah reports acquisition/exercise transactions in OFRM

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Jacobs Jared Noah 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 Jacobs Jared Noah
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)
  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 Partner at CAVU Consumer Partners LLC, which is the investment manager of the foregoing. (Continued from footnote 2) 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. 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.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Jacobs Jared Noah

(Last) (First) (Middle)
C/O ONCE UPON A FARM, PBC
950 GILMAN STREET, SUITE 100

(Street)
BERKELEY CA 94710

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Once Upon a Farm, PBC [ OFRM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/09/2026 C 7,411,502 A (1) 7,411,502 I By CAVU Venture Partners II L.P(2)(3)
Common Stock 02/09/2026 C 107,749 A (1) 646,478 I By TNG Investors LP(2)(3)
Common Stock 02/09/2026 C 2,274,219 A (1) 2,274,219 I By CAVU Venture Partners III L.P.(2)(3)
Common Stock(4) 02/09/2026 A 6,112 A $0 6,112 D(5)
Common Stock 731,396 I By CAVU Venture Partners IV L.P.(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-2 Preferred Stock (1) 02/09/2026 C 107,749 (1) (1) Common Stock 107,749 $0 0 I By TNG Investors LP(2)(3)
Series B-1 Preferred Stock (1) 02/09/2026 C 4,804,965 (1) (1) Common Stock 4,804,965 $0 0 I By CAVU Venture Partners II L.P.(2)(3)
Series B-2 Preferred Stock (1) 02/09/2026 C 914,243 (1) (1) Common Stock 914,243 $0 0 I By CAVU Venture Partners II L.P.(2)(3)
Series C-1 Preferred Stock (1) 02/09/2026 C 874,954 (1) (1) Common Stock 874,954 $0 0 I By CAVU Venture Partners II L.P.(2)(3)
Series D Preferred Stock (1) 02/09/2026 C 817,340 (1) (1) Common Stock 817,340 $0 0 I By CAVU Venture Partners II L.P.(2)(3)
Series D Preferred Stock (1) 02/09/2026 C 2,274,219 (1) (1) Common Stock 2,274,219 $0 0 I By CAVU Venture Partners III L.P.(2)(3)
Explanation of Responses:
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.
2. 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 Partner at CAVU Consumer Partners LLC, which is the investment manager of the foregoing.
3. (Continued from footnote 2) 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. 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.
4. 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.
5. 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.
/s/ Genevieve Kelly, as Attorney-in-fact 02/09/2026
** 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 4 (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.

FAQ

What insider transactions did OFRM director Jared Noah Jacobs report?

Jacobs reported automatic conversions of multiple preferred stock series into Once Upon a Farm common shares at the IPO closing, held through CAVU-managed funds. He also reported a grant of 6,112 restricted stock units tied to his service on the company’s board.

Which entities now hold Once Upon a Farm (OFRM) shares from the conversions?

The converted common shares are held indirectly by funds including CAVU Venture Partners II L.P., CAVU Venture Partners III L.P., CAVU Venture Partners IV L.P. and TNG Investors LP, with Jacobs reporting these holdings as indirect and disclaiming beneficial ownership except for any pecuniary interest.

How many OFRM common shares are held by key CAVU funds after the IPO conversions?

After the IPO-related conversions, CAVU Venture Partners II L.P. held 7,411,502 Once Upon a Farm common shares, CAVU Venture Partners III L.P. held 2,274,219 shares, TNG Investors LP held 646,478 shares, and CAVU Venture Partners IV L.P. held 731,396 shares, all reported as indirect holdings.

What are the terms of Jared Noah Jacobs’ restricted stock units in OFRM?

Jacobs received 6,112 restricted stock units in connection with the IPO. They vest fully on the earlier of the first anniversary of the IPO closing or the next annual stockholder meeting, provided he remains on the board, and sale proceeds must be remitted to CAVU Consumer Partners, LLC.

Did Jared Noah Jacobs buy or sell OFRM shares in the open market?

The reported activity reflects automatic conversions of preferred stock into common shares at no additional consideration and a restricted stock unit grant. The filing does not show open-market purchases or sales by Jacobs; the common shares are held indirectly by affiliated investment funds.

How does Jared Noah Jacobs describe his beneficial ownership of OFRM shares?

Jacobs states that he disclaims beneficial ownership of the reported securities for Exchange Act purposes, except to the extent of any pecuniary interest. The filing emphasizes that the shares are held by CAVU-related funds and that the report is not an admission of beneficial ownership.
Once Upon a Farm, PBC

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639.11M
37.75M
Packaged Foods
Food and Kindred Products
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United States
BERKELEY