S2G converts preferred into Once Upon a Farm (OFRM) common shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
S2G Investments, LLC, a 10% owner of Once Upon a Farm, PBC, reported multiple indirect acquisitions of common stock on February 9, 2026 through conversions of preferred stock and convertible promissory notes. These were recorded as derivative conversions at a price of $0.00 per share in connection with the company’s initial public offering, with no additional cash paid. The converted positions are held through affiliated funds such as S2G Ventures Fund I, L.P., S2G Ventures Fund II, L.P., and S2G Builders Food & Agriculture Fund III, LP, and S2G Investments, LLC may be deemed to beneficially own these securities but disclaims ownership beyond its pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
5,514,949 shares exercised/converted
Mixed
14 txns
Insider
S2G Investments, LLC
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Convertible Promissory Note for Series D Preferred Stock | 950,166 | $0.00 | -- |
| Conversion | Series A-1 Preferred Stock | 234,498 | $0.00 | -- |
| Conversion | Series A-2 Preferred Stock | 188,683 | $0.00 | -- |
| Conversion | Convertible Promissory Note for Series C-1 Preferred Stock | 688,478 | $0.00 | -- |
| Conversion | Convertible Promissory Note for Series C-2 Preferred Stock | 1,180,868 | $0.00 | -- |
| Conversion | Series B-1 Preferred Stock | 546,040 | $0.00 | -- |
| Conversion | Series B-2 Preferred Stock | 1,726,216 | $0.00 | -- |
| Conversion | Common Stock | 950,166 | $0.00 | -- |
| Conversion | Common Stock | 234,498 | $0.00 | -- |
| Conversion | Common Stock | 188,683 | $0.00 | -- |
| Conversion | Common Stock | 1,726,216 | $0.00 | -- |
| Conversion | Common Stock | 1,180,868 | $0.00 | -- |
| Conversion | Common Stock | 688,478 | $0.00 | -- |
| Conversion | Common Stock | 546,040 | $0.00 | -- |
Holdings After Transaction:
Convertible Promissory Note for Series D Preferred Stock — 0 shares (Indirect, By S2G Builders Food & Agriculture Fund III, LP);
Series A-1 Preferred Stock — 0 shares (Indirect, By S2G Ventures Fund I, L.P.);
Series A-2 Preferred Stock — 0 shares (Indirect, By S2G Ventures Fund I, L.P.);
Convertible Promissory Note for Series C-1 Preferred Stock — 0 shares (Indirect, By S2G Ventures Fund II, L.P.);
Convertible Promissory Note for Series C-2 Preferred Stock — 0 shares (Indirect, By S2G Ventures Fund II, L.P.);
Series B-1 Preferred Stock — 0 shares (Indirect, By S2G Ventures Fund II, L.P.);
Series B-2 Preferred Stock — 0 shares (Indirect, By S2G Ventures Fund II, L.P.);
Common Stock — 1,077,663 shares (Indirect, By S2G Builders Food & Agriculture Fund III, LP)
Footnotes (1)
- This note was converted into shares of Series D Preferred Stock of the Issuer in connection with the Issuer's initial public offering for no additional consideration. Shares of preferred stock automatically converted into the Issuer's common stock in connection with the Issuer's initial public offering for no additional consideration. The preferred stock had no expiration date. The reporting person, S2G Investments, LLC serves as the investment manager to each of S2G Ventures Fund I, L.P., S2G Ventures Fund II, L.P., and S2G Builders Food & Agriculture Fund III, LP (collectively, the "S2G Funds"). S2G Investments, LLC may be deemed to have beneficial ownership of the securities held directly by such entities. Each of the S2G Funds and the reporting person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. Shares of preferred stock automatically converted into the Issuer's common stock in connection with the closing of the Issuer's initial public offering for no additional consideration. The preferred stock had no expiration date. This note was converted into shares of Series C-2 Preferred Stock of the Issuer in connection with the Issuer's initial public offering for no additional consideration. Shares of preferred stock automatically converted into the Issuer's common stock in connection with the Issuer's initial public offering for no additional consideration. The preferred stock had no expiration date. This note was converted into shares of Series C-1 Preferred Stock of the Issuer in connection with the Issuer's initial public offering for no additional consideration. Shares of preferred stock automatically converted into the Issuer's common stock in connection with the Issuer's initial public offering for no additional consideration. The preferred stock had no expiration date.
FAQ
What insider activity did S2G Investments report for Once Upon a Farm (OFRM)?
S2G Investments reported indirect acquisitions of Once Upon a Farm common stock via conversions of preferred shares and convertible notes on February 9, 2026. These were recorded as derivative conversions at $0.00 per share in connection with the company’s initial public offering, with no additional cash consideration.
Which securities were converted into Once Upon a Farm (OFRM) common stock?
The filing shows conversions of Series A-1, Series A-2, Series B-1, Series B-2, and Series D preferred stock, plus convertible promissory notes for Series C-1 and Series C-2 preferred stock. All of these automatically converted into common stock in connection with the initial public offering.