Thomas Brett J. 4
4 · Once Upon a Farm, PBC · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Once Upon a Farm (OFRM) Director Thomas Brett Converts Preferred to Common
What Happened Thomas Brett, a director of Once Upon a Farm, PBC (OFRM), reported the automatic conversion of preferred/derivative securities into common stock in connection with the company's February 9, 2026 IPO. The filing shows a total of 9,793,470 shares reported as converted from derivative securities into common shares (various line items that net to this amount). Separately, Mr. Brett was granted 6,112 restricted stock units (RSUs). All conversions and the RSU grant were reported at $0.00 — the preferred automatically converted for no additional consideration at the IPO.
Key Details
- Transaction date: February 9, 2026 (closing of the IPO). Price per share: $0.00 for the conversions; RSU grant value reported as $0.00 in the Form 4.
- Shares converted: 9,793,470 total common shares resulting from conversion of preferred/derivative securities (multiple line items that offset each other on the Form 4).
- RSUs granted: 6,112 restricted stock units that vest subject to continued service (see footnote).
- Reporting nuances: Several conversion line items are listed as both “acquired” and “disposed” because the preferred/derivative instruments automatically converted at IPO and were reclassified; there was no cash purchase or open-market sale.
- Footnotes of note:
- F1: Preferred stock automatically converted into common stock at IPO for no additional consideration.
- F4: The RSUs vest fully on the earlier of the one-year anniversary of the IPO or the next annual meeting, subject to continued service.
- F2/F3/F5: The reporting person is a manager of related GP entities and disclaims beneficial ownership except for any pecuniary interest; Mr. Brett is contractually required to remit proceeds of any sale of vested RSU shares to CAVU Consumer Partners, LLC.
- Filing timeliness: Reported on the same day as the IPO (no late filing indicated).
Context This filing reflects structural changes tied to Once Upon a Farm’s IPO (automatic conversion of preferred into common) rather than an open-market buy or sell by the director. Conversions recorded at $0 are common when securities convert by operation of contractual terms at an IPO. The RSU grant is a standard board/insider award with time-based vesting; there is no indication in this Form 4 that shares were sold immediately. The reporting person also disclaims beneficial ownership except to the extent of any pecuniary interest, which is relevant for interpreting how much economic exposure Mr. Brett actually has.
Insider Transaction Report
- Conversion
Common Stock
[F1][F2][F3]2026-02-09+7,411,502→ 7,411,502 total(indirect: By CAVU Venture Partners II L.P) - Conversion
Common Stock
[F1][F2][F3]2026-02-09+107,749→ 646,478 total(indirect: By TNG Investors LP) - Conversion
Common Stock
[F1][F2][F3]2026-02-09+2,274,219→ 2,274,219 total(indirect: By CAVU Venture Partners III L.P.) - Award
Common Stock
[F4][F5]2026-02-09+6,112→ 6,112 total - Conversion
Series A-2 Preferred Stock
[F1][F2][F3]2026-02-09−107,749→ 0 total(indirect: By TNG Investors LP)→ Common Stock (107,749 underlying) - Conversion
Series B-1 Preferred Stock
[F1][F2][F3]2026-02-09−4,804,965→ 0 total(indirect: By CAVU Venture Partners II L.P.)→ Common Stock (4,804,965 underlying) - Conversion
Series B-2 Preferred Stock
[F1][F2][F3]2026-02-09−914,243→ 0 total(indirect: By CAVU Venture Partners II L.P.)→ Common Stock (914,243 underlying) - Conversion
Series C-1 Preferred Stock
[F1][F2][F3]2026-02-09−874,954→ 0 total(indirect: By CAVU Venture Partners II L.P.)→ Common Stock (874,954 underlying) - Conversion
Series D Preferred Stock
[F1][F2][F3]2026-02-09−817,340→ 0 total(indirect: By CAVU Venture Partners II L.P.)→ Common Stock (817,340 underlying) - Conversion
Series D Preferred Stock
[F1][F2][F3]2026-02-09−2,274,219→ 0 total(indirect: By CAVU Venture Partners III L.P.)→ Common Stock (2,274,219 underlying)
- 731,396(indirect: By CAVU Venture Partners IV L.P.)
Common Stock
[F2][F3]
Footnotes (5)
- [F1]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.
- [F2]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 Manager of the Fund II GP LLC, Fund III GP LLC and Fund IV GP LLC. 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.
- [F3](Continued from footnote 2) 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.
- [F4]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.
- [F5]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.