Thomas Brett J. 4
Research Summary
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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.