STOCK TITAN

Once Upon a Farm (OFRM) CEO reports IPO-related stock, option grants

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

Rhea-AI Filing Summary

Once Upon a Farm, PBC reported insider equity changes involving Chief Executive Officer, Co-Founder and Chair John M. Foraker around the company’s initial public offering. On February 9, 2026, preferred shares held through the John & Beth Foraker Revocable Trust were disposed of and automatically converted into common stock for no additional consideration at the IPO closing, and the trust came to hold 1,359,846 shares of common stock. On the same date, Foraker was granted 69,445 restricted stock units directly, which vest 25% on the first anniversary of the IPO closing and 75% in three annual installments, subject to continued service. Separately, on February 5, 2026, he received 98,288 employee stock options with an exercise price of $18 per share, vesting on a similar 4‑year schedule. Additional indirect common share holdings are reported in irrevocable trusts for Mary Kate, Patrick, Jack and Caroline Foraker, each listing 72,463 shares.

Positive

  • None.

Negative

  • None.
Insider Foraker John M.
Role See Remarks
Type Security Shares Price Value
Disposition Series A-1 Preferred Stock 59,092 $0.00 --
Disposition Series A-2 Preferred Stock 133,294 $0.00 --
Disposition Series B-1 Preferred Stock 96,118 $0.00 --
Disposition Series B-2 Preferred Stock 103,037 $0.00 --
Disposition Series C-1 Preferred Stock 57,372 $0.00 --
Disposition Series D Preferred Stock 24,179 $0.00 --
Grant/Award Common Stock 473,092 $0.00 --
Grant/Award Common Stock 69,445 $0.00 --
Grant/Award Employee Stock Options (right to buy) 98,288 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Series A-1 Preferred Stock — 0 shares (Indirect, By the John & Beth Foraker Revocable Trust); Series A-2 Preferred Stock — 0 shares (Indirect, By the John & Beth Foraker Revocable Trust); Series B-1 Preferred Stock — 0 shares (Indirect, By the John & Beth Foraker Revocable Trust); Series B-2 Preferred Stock — 0 shares (Indirect, By the John & Beth Foraker Revocable Trust); Series C-1 Preferred Stock — 0 shares (Indirect, By the John & Beth Foraker Revocable Trust); Series D Preferred Stock — 0 shares (Indirect, By the John & Beth Foraker Revocable Trust); Common Stock — 1,359,846 shares (Indirect, By the John & Beth Foraker Revocable Trust); Common Stock — 669,933 shares (Direct); Employee Stock Options (right to buy) — 98,288 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. In connection with the closing of the Issuer's initial public offering, the reporting person was granted restricted stock units which vest 25% on the first anniversary of the closing of the initial public offering and the remaining 75% annually thereafter in three equal installments, in each case, subject to the reporting person's continued service with the Issuer through such dates. In connection with the pricing of the Issuer's initial public offering, the reporting person was granted stock options, which will vest 25% on the first anniversary of the pricing date of the initial public offering and the remaining 75% annually thereafter in three equal installments, in each case, subject to the reporting person's continued service with the Issuer through such dates.
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*
Foraker John M.

(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
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026
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 A 473,092 A (1) 1,359,846 I By the John & Beth Foraker Revocable Trust
Common Stock(2) 02/09/2026 A 69,445 A (2) 669,933 D
Common Stock 72,463 I By the Mary Kate Foraker Irrevocable Trust
Common Stock 72,463 I By the Patrick Foraker Irrevocable Trust
Common Stock 72,463 I By the Jack Foraker Irrevocable Trust
Common Stock 72,463 I By the Caroline Foraker Irrevocable Trust
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-1 Preferred Stock (1) 02/09/2026 D 59,092 (1) (1) Common Stock 59,092 $0 0 I By the John & Beth Foraker Revocable Trust
Series A-2 Preferred Stock (1) 02/09/2026 D 133,294 (1) (1) Common Stock 133,294 $0 0 I By the John & Beth Foraker Revocable Trust
Series B-1 Preferred Stock (1) 02/09/2026 D 96,118 (1) (1) Common Stock 96,118 $0 0 I By the John & Beth Foraker Revocable Trust
Series B-2 Preferred Stock (1) 02/09/2026 D 103,037 (1) (1) Common Stock 103,037 $0 0 I By the John & Beth Foraker Revocable Trust
Series C-1 Preferred Stock (1) 02/09/2026 D 57,372 (1) (1) Common Stock 57,372 $0 0 I By the John & Beth Foraker Revocable Trust
Series D Preferred Stock (1) 02/09/2026 D 24,179 (1) (1) Common Stock 24,179 $0 0 I By the John & Beth Foraker Revocable Trust
Employee Stock Options (right to buy)(3) $18 02/05/2026 A 98,288 (3) 02/05/2036 Common Stock 98,288 $0.00 98,288 D
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. In connection with the closing of the Issuer's initial public offering, the reporting person was granted restricted stock units which vest 25% on the first anniversary of the closing of the initial public offering and the remaining 75% annually thereafter in three equal installments, in each case, subject to the reporting person's continued service with the Issuer through such dates.
3. In connection with the pricing of the Issuer's initial public offering, the reporting person was granted stock options, which will vest 25% on the first anniversary of the pricing date of the initial public offering and the remaining 75% annually thereafter in three equal installments, in each case, subject to the reporting person's continued service with the Issuer through such dates.
Remarks:
Chief Executive Officer, Co-Founder and Chair
/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 CEO John M. Foraker report on this Form 4?

John M. Foraker reported multiple equity changes tied to Once Upon a Farm’s IPO. Preferred shares in a revocable trust automatically converted into common stock, he received 69,445 restricted stock units, and he was granted 98,288 stock options exercisable at $18 per share.

How did Once Upon a Farm (OFRM) preferred stock held by the Foraker trust change at the IPO?

Preferred shares held via the John & Beth Foraker Revocable Trust automatically converted into common stock. On February 9, 2026, several series of preferred stock were disposed of for no additional consideration and became common shares at the closing of Once Upon a Farm’s initial public offering.

What are the vesting terms of John Foraker’s restricted stock units at OFRM?

The restricted stock units granted to John Foraker vest over four years. 25% of the units vest on the first anniversary of the IPO closing, and the remaining 75% vest annually in three equal installments, all conditioned on his continued service with Once Upon a Farm.

What are the key terms of the OFRM stock options granted to John Foraker?

John Foraker was granted 98,288 employee stock options at an exercise price of $18. These options vest 25% on the first anniversary of the IPO pricing date and 75% in three equal annual installments, subject to his continued service with the company.

How many Once Upon a Farm common shares are reported in the Foraker family trusts?

Several irrevocable trusts for Foraker family members each report 72,463 common shares. Separate indirect holdings are listed for the Mary Kate, Patrick, Jack, and Caroline Foraker Irrevocable Trusts, reflecting common stock positions associated with each trust after the company’s IPO.