Once Upon a Farm, PBC·4

Feb 11, 5:22 PM ET

S2G Investments, LLC 4

Research Summary

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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.