S2G converts preferred into Once Upon a Farm (OFRM) common shares

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.

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

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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^*

S2G Investments, LLC

(Last) (First) (Middle)

210 N. CARPENTER STREET, SUITE 800

(Street)

CHICAGO IL 60607

(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)

	Director	X	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		950,166	A	$0(1)	1,077,663	I	By S2G Builders Food & Agriculture Fund III, LP(2)
Common Stock	02/09/2026		C		234,498	A	$0(3)	234,498	I	By S2G Ventures Fund I, L.P.(2)
Common Stock	02/09/2026		C		188,683	A	$0(3)	423,181	I	By S2G Ventures Fund I, L.P.(2)
Common Stock	02/09/2026		C		1,726,216	A	$0(3)	1,726,216	I	By S2G Ventures Fund II, L.P.(2)
Common Stock	02/09/2026		C		1,180,868	A	$0(4)	2,907,084	I	By S2G Ventures Fund II, L.P.(2)
Common Stock	02/09/2026		C		688,478	A	$0(5)	3,595,562	I	By S2G Ventures Fund II, L.P.(2)
Common Stock	02/09/2026		C		546,040	A	$0(3)	4,141,602	I	By S2G Ventures Fund II, L.P.(2)

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
Convertible Promissory Note for Series D Preferred Stock	(1)	02/09/2026		C			950,166	(1)	(1)	Common Stock	950,166	$0.0000	0.0000	I	By S2G Builders Food & Agriculture Fund III, LP(2)
Series A-1 Preferred Stock	(3)	02/09/2026		C			234,498	(3)	(3)	Common Stock	234,498	$0.0000	0.0000	I	By S2G Ventures Fund I, L.P.(2)
Series A-2 Preferred Stock	(3)	02/09/2026		C			188,683	(3)	(3)	Common Stock	188,683	$0.0000	0.0000	I	By S2G Ventures Fund I, L.P.(2)
Convertible Promissory Note for Series C-1 Preferred Stock	(5)	02/09/2026		C			688,478	(5)	(5)	Common Stock	688,478	$0.0000	0.0000	I	By S2G Ventures Fund II, L.P.(2)
Convertible Promissory Note for Series C-2 Preferred Stock	(4)	02/09/2026		C			1,180,868	(4)	(4)	Common Stock	1,180,868	$0.0000	0.0000	I	By S2G Ventures Fund II, L.P.(2)
Series B-1 Preferred Stock	(3)	02/09/2026		C			546,040	(3)	(3)	Common Stock	546,040	$0.0000	0.0000	I	By S2G Ventures Fund II, L.P.(2)
Series B-2 Preferred Stock	(3)	02/09/2026		C			1,726,216	(3)	(3)	Common Stock	1,726,216	$0.0000	0.0000	I	By S2G Ventures Fund II, L.P.(2)

Explanation of Responses:

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.

2. 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.

3. 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.

4. 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.

5. 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.

	/s/ Sanjeev Krishnan, Authorized Signatory	02/11/2026
	** Signature of Reporting Person	Date
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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.

Were the Once Upon a Farm (OFRM) share conversions by S2G Investments made for cash?

No, the conversions were completed for no additional consideration. The footnotes explain that the preferred stock and related notes automatically converted into Once Upon a Farm common stock in connection with the company’s initial public offering, and the preferred stock had no expiration date.

How does S2G Investments hold its Once Upon a Farm (OFRM) shares?

S2G Investments acts as investment manager to S2G Ventures Fund I, L.P., S2G Ventures Fund II, L.P., and S2G Builders Food & Agriculture Fund III, LP. The common shares are held indirectly through these funds, and S2G Investments may be deemed to beneficially own them through its pecuniary interest.

Does S2G Investments fully own the reported Once Upon a Farm (OFRM) shares?

S2G Investments and the related S2G Funds each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest. This means they only acknowledge economic ownership to the degree they actually share in gains or losses from these holdings.