S2G Investments, LLC 4
4 · Once Upon a Farm, PBC · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Once Upon a Farm (OFRM) 10% Owner Converts Derivatives to Shares
What Happened
S2G Investments, LLC (reported as a 10% owner) converted multiple derivative/preferred securities into common stock of Once Upon a Farm, PBC (OFRM) in connection with the company’s initial public offering. The Form 4 shows seven conversion transactions on 2026-02-09 resulting in acquisitions of 950,166; 234,498; 188,683; 1,726,216; 1,180,868; 688,478; and 546,040 shares — a total of 5,514,949 common shares — recorded at $0 per share (total cash consideration $0). The filing also records corresponding dispositions of the derivative instruments (the preferred/notes) at $0, which is typical when converting convertible securities into common stock.
Key Details
- Transaction date: 2026-02-09; Form 4 filed 2026-02-11.
- Price: $0 per share; total shares acquired: 5,514,949; total cash consideration: $0.
- Shares owned after the transaction: not specified in the provided filing summary.
- Footnotes: conversions arose from notes/preferred that converted into Series C‑1, C‑2 and Series D preferred and then automatically converted into common stock in connection with the IPO (no additional consideration; preferred had no expiration). S2G Investments serves as investment manager to several S2G funds and may be deemed to beneficially own the securities held by those funds (the reporting person and funds disclaim beneficial ownership except to the extent of pecuniary interest).
- Filing status: appears timely (transaction 2/9, filed 2/11); no late-filing flag noted.
Context
This was a conversion of pre-IPO derivative/preferred instruments into common stock (not an open-market buy or sale). Such conversions are mechanical results of IPO terms (automatic conversion of preferred into common) and are routine for pre-IPO investors; S2G is an institutional investor (investment manager to funds), not an individual executive, so this does not necessarily indicate an executive trading decision or change in management sentiment.
Insider Transaction Report
- Conversion
Common Stock
[F1][F2]2026-02-09+950,166→ 1,077,663 total(indirect: By S2G Builders Food & Agriculture Fund III, LP) - Conversion
Common Stock
[F3][F2]2026-02-09+234,498→ 234,498 total(indirect: By S2G Ventures Fund I, L.P.) - Conversion
Common Stock
[F3][F2]2026-02-09+188,683→ 423,181 total(indirect: By S2G Ventures Fund I, L.P.) - Conversion
Common Stock
[F3][F2]2026-02-09+1,726,216→ 1,726,216 total(indirect: By S2G Ventures Fund II, L.P.) - Conversion
Common Stock
[F4][F2]2026-02-09+1,180,868→ 2,907,084 total(indirect: By S2G Ventures Fund II, L.P.) - Conversion
Common Stock
[F5][F2]2026-02-09+688,478→ 3,595,562 total(indirect: By S2G Ventures Fund II, L.P.) - Conversion
Common Stock
[F3][F2]2026-02-09+546,040→ 4,141,602 total(indirect: By S2G Ventures Fund II, L.P.) - Conversion
Convertible Promissory Note for Series D Preferred Stock
[F1][F2]2026-02-09−950,166→ 0 total(indirect: By S2G Builders Food & Agriculture Fund III, LP)→ Common Stock (950,166 underlying) - Conversion
Series A-1 Preferred Stock
[F3][F2]2026-02-09−234,498→ 0 total(indirect: By S2G Ventures Fund I, L.P.)→ Common Stock (234,498 underlying) - Conversion
Series A-2 Preferred Stock
[F3][F2]2026-02-09−188,683→ 0 total(indirect: By S2G Ventures Fund I, L.P.)→ Common Stock (188,683 underlying) - Conversion
Convertible Promissory Note for Series C-1 Preferred Stock
[F5][F2]2026-02-09−688,478→ 0 total(indirect: By S2G Ventures Fund II, L.P.)→ Common Stock (688,478 underlying) - Conversion
Convertible Promissory Note for Series C-2 Preferred Stock
[F4][F2]2026-02-09−1,180,868→ 0 total(indirect: By S2G Ventures Fund II, L.P.)→ Common Stock (1,180,868 underlying) - Conversion
Series B-1 Preferred Stock
[F3][F2]2026-02-09−546,040→ 0 total(indirect: By S2G Ventures Fund II, L.P.)→ Common Stock (546,040 underlying) - Conversion
Series B-2 Preferred Stock
[F3][F2]2026-02-09−1,726,216→ 0 total(indirect: By S2G Ventures Fund II, L.P.)→ Common Stock (1,726,216 underlying)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.