Officer Foraker John M. was granted 542,537 shares, increasing direct ownership by 12% to 669,933 units (SEC Form 4)
$OFRM
Packaged Foods
Consumer Staples
| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/05/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. | ||