Once Upon a Farm, PBC 8-K

What Happened
Once Upon a Farm, PBC (OFRM) filed an 8-K on May 6, 2026 disclosing a first amendment (dated May 5, 2026) to its Amended and Restated Personal Brand Services and Spokesperson/Co‑Founder Master Agreement with Jennifer Garner (originally dated June 10, 2025). The Amendment adds $3.0 million in additional cash consideration for Garner’s advertising, marketing, and promotional services. The $3.0 million is payable over a two‑year period beginning in January 2027 and is contingent on the Spokesperson’s continued service through each payment date. If the company experiences a change of control or terminates the agreement without cause (or Garner terminates for good reason), any unpaid balance of the $3.0 million would be accelerated and paid in full.

Key Details

• Amendment date: May 5, 2026; Form 8-K filed May 6, 2026.
• Additional cash consideration: $3,000,000.
• Payment schedule: paid over two years beginning January 2027, subject to continued service through each payment date.
• Acceleration: remaining unpaid amount becomes immediately payable on a company change of control or certain terminations (company terminates other than for cause or Garner resigns for good reason).
• The Amendment is filed as Exhibit 10.1 to the 8-K.

Why It Matters
This filing documents a material change to a named spokesperson compensation arrangement with a high-profile co‑founder/brand partner. For investors, it increases the company’s future cash obligations by $3.0M (subject to service and acceleration triggers) and creates a potential lump‑sum payout obligation on a change of control or certain terminations. The filing does not report earnings or operational results; it focuses on a contractual compensation commitment that may affect cash flow and governance outcomes in specified scenarios.