falseQ10001696556--12-31http://onceuponafarmorganics.com/20260331#AccountingStandardsUpdate202505Memberhttp://onceuponafarmorganics.com/20260331#ConvertibleNotesMemberhttp://fasb.org/us-gaap/2025#AccruedLiabilitiesAndOtherLiabilitiesonehttp://fasb.org/srt/2025#ChiefExecutiveOfficerMember0001696556us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember2024-12-310001696556us-gaap:FairValueMeasurementsRecurringMember2026-03-310001696556us-gaap:ConvertiblePreferredStockMemberofrm:TwoThousandAndTwentySeriesBOneWarrantMember2025-12-310001696556us-gaap:StockAppreciationRightsSARSMemberus-gaap:ShareBasedPaymentArrangementEmployeeMember2025-01-012025-03-310001696556us-gaap:CommonStockMemberus-gaap:LineOfCreditMemberofrm:ConvertiblePreferredStockWarrantsMember2026-02-090001696556us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2025-12-310001696556srt:MaximumMember2026-01-230001696556us-gaap:ConvertiblePreferredStockMember2025-12-310001696556us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember2025-01-012025-03-310001696556us-gaap:MeasurementInputRiskFreeInterestRateMemberus-gaap:ValuationTechniqueOptionPricingModelMemberofrm:ConvertiblePreferredStockWarrantLiabilityMember2025-12-310001696556us-gaap:RevolvingCreditFacilityMember2025-12-310001696556ofrm:KidsProductMember2026-01-012026-03-3100016965562025-12-310001696556us-gaap:FairValueMeasurementsRecurringMemberus-gaap:DerivativeFinancialInstrumentsLiabilitiesMember2025-12-310001696556us-gaap:EmployeeStockOptionMember2025-01-012025-12-310001696556srt:MinimumMemberus-gaap:EmployeeStockOptionMember2026-01-012026-03-310001696556us-gaap:CommonStockMemberofrm:ConvertiblePreferredStockWarrantsMember2026-02-090001696556us-gaap:CommonStockMemberofrm:SellingStockholdersMember2026-02-092026-02-090001696556us-gaap:NonrelatedPartyMembersrt:MinimumMember2025-01-012025-03-310001696556us-gaap:StockAppreciationRightsSARSMemberofrm:TwoThousandTwentyOnePlanMemberus-gaap:ShareBasedPaymentArrangementEmployeeMember2025-03-310001696556us-gaap:EmployeeStockOptionMemberofrm:TwoThousandAndTwentySixOmnibusPlanMember2026-02-050001696556ofrm:KidsProductMember2025-01-012025-03-310001696556us-gaap:CommonStockMember2026-01-012026-03-310001696556us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DerivativeFinancialInstrumentsLiabilitiesMember2025-12-310001696556ofrm:TrancheTwoMemberofrm:TermLoanFacilityMember2025-06-300001696556ofrm:SeriesC-1ConvertibleNotesMember2025-12-310001696556ofrm:ConvertiblePreferredStockWarrantLiabilityMember2026-03-310001696556us-gaap:ValuationTechniqueOptionPricingModelMemberus-gaap:MeasurementInputExpectedTermMemberofrm:ConvertiblePreferredStockWarrantLiabilityMember2025-12-310001696556us-gaap:SalesRevenueNetMemberofrm:CustomerCMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-03-310001696556us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001696556us-gaap:RetainedEarningsMember2026-01-012026-03-310001696556us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberofrm:CustomerDMember2026-01-012026-03-310001696556us-gaap:LeaseholdImprovementsMember2025-12-310001696556us-gaap:WarrantMember2026-01-012026-03-310001696556us-gaap:ValuationTechniqueDiscountedCashFlowMemberofrm:ConvertiblePreferredStockWarrantLiabilityMemberus-gaap:MeasurementInputExpectedTermMember2025-12-310001696556us-gaap:RelatedPartyMemberofrm:SpokespersonAgreementMember2026-01-012026-03-310001696556us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberofrm:CustomerDMember2025-01-012025-12-310001696556us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2025-12-3100016965562026-02-012026-02-280001696556us-gaap:StockAppreciationRightsSARSMember2026-01-012026-03-3100016965562025-03-310001696556us-gaap:CommonStockMember2025-12-310001696556us-gaap:StockAppreciationRightsSARSMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2026-03-310001696556ofrm:ConvertiblePreferredStockWarrantLiabilityMember2026-02-280001696556us-gaap:WarrantMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2025-03-310001696556us-gaap:MachineryAndEquipmentMember2025-12-310001696556us-gaap:StockAppreciationRightsSARSMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2025-03-272025-03-270001696556us-gaap:SalesRevenueNetMemberofrm:CustomerBMemberus-gaap:CustomerConcentrationRiskMember2026-01-012026-03-310001696556us-gaap:AdditionalPaidInCapitalMember2024-12-310001696556ofrm:BabySnacksMember2026-01-012026-03-310001696556us-gaap:CommonStockMember2026-03-310001696556us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-03-310001696556ofrm:BabyOtherMember2025-01-012025-03-310001696556us-gaap:WarrantMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2018-01-012024-12-310001696556us-gaap:ConvertiblePreferredStockMember2026-02-1000016965562026-01-220001696556us-gaap:WarrantMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2026-03-310001696556us-gaap:RelatedPartyMembersrt:MinimumMember2026-03-310001696556ofrm:ConvertiblePreferredStockWarrantsMember2025-12-310001696556ofrm:NonconvertibleDebtMember2026-01-012026-03-310001696556us-gaap:StockAppreciationRightsSARSMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2025-01-012025-03-310001696556ofrm:CustomerCMemberus-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-12-310001696556us-gaap:RetainedEarningsMember2025-03-310001696556us-gaap:ConvertiblePreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2026-02-092026-02-090001696556ofrm:ConvertiblePreferredStockWarrantLiabilityMember2026-01-012026-03-310001696556us-gaap:RelatedPartyMemberofrm:SpokespersonAgreementMember2025-01-012025-03-310001696556us-gaap:CommonStockMember2025-01-012025-03-310001696556ofrm:BabySnacksMember2025-01-012025-03-310001696556us-gaap:MeasurementInputExpectedDividendRateMemberus-gaap:DerivativeFinancialInstrumentsLiabilitiesMember2025-12-310001696556us-gaap:RetainedEarningsMember2026-03-310001696556us-gaap:DerivativeFinancialInstrumentsLiabilitiesMemberus-gaap:MeasurementInputExpectedTermMember2025-12-310001696556us-gaap:MeasurementInputExpectedDividendRateMemberus-gaap:ValuationTechniqueOptionPricingModelMemberofrm:ConvertiblePreferredStockWarrantLiabilityMember2025-12-310001696556us-gaap:RevolvingCreditFacilityMember2025-01-012025-03-310001696556us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberofrm:CustomerAMember2025-01-012025-12-310001696556us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputDiscountRateMemberofrm:ConvertiblePreferredStockWarrantLiabilityMember2025-12-310001696556ofrm:SeriesDConvertibleNotesMember2025-12-310001696556us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-03-3100016965562026-04-300001696556us-gaap:MachineryAndEquipmentMember2026-03-3100016965562025-01-012025-03-310001696556ofrm:ConvertiblePreferredStockWarrantsMember2026-01-012026-03-310001696556us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2026-03-310001696556ofrm:CustomerEMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2026-01-012026-03-310001696556us-gaap:StockAppreciationRightsSARSMember2025-03-272025-03-270001696556us-gaap:CommonStockMemberus-gaap:OverAllotmentOptionMember2026-02-092026-02-090001696556ofrm:SeriesB-1ConvertiblePreferredStockMember2025-12-310001696556us-gaap:StockAppreciationRightsSARSMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2026-01-012026-03-3100016965562026-01-230001696556us-gaap:WarrantMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2025-01-012025-12-310001696556us-gaap:ConvertiblePreferredStockMember2024-12-310001696556us-gaap:ConstructionInProgressMember2025-12-310001696556ofrm:ConvertiblePreferredStockWarrantLiabilityMember2025-03-310001696556ofrm:BabyPouchesMember2025-01-012025-03-310001696556ofrm:TwoThousandTwentyOnePlanMember2025-12-310001696556us-gaap:EquityUnitPurchaseAgreementsMember2025-01-012025-03-310001696556us-gaap:CommonStockMemberus-gaap:IPOMember2026-02-090001696556us-gaap:EmployeeStockOptionMember2025-01-012025-03-310001696556us-gaap:RetainedEarningsMember2025-12-310001696556us-gaap:RelatedPartyMemberofrm:SpokespersonAgreementMember2025-01-310001696556us-gaap:RelatedPartyMemberofrm:SpokespersonAgreementMember2026-02-012026-02-280001696556us-gaap:RestrictedStockUnitsRSUMember2026-03-310001696556us-gaap:CommonStockMember2026-01-232026-01-230001696556us-gaap:WarrantMember2025-12-310001696556us-gaap:ConvertibleDebtSecuritiesMember2026-01-012026-03-310001696556us-gaap:MeasurementInputPriceVolatilityMemberus-gaap:DerivativeFinancialInstrumentsLiabilitiesMember2025-12-310001696556us-gaap:CommonStockMember2024-12-310001696556us-gaap:EmployeeStockOptionMember2025-01-012025-03-310001696556us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember2025-03-310001696556us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberofrm:CustomerAMember2026-01-012026-03-310001696556us-gaap:ConvertiblePreferredStockMember2026-01-012026-03-310001696556us-gaap:LeaseholdImprovementsMember2026-03-310001696556us-gaap:RevolvingCreditFacilityMember2025-06-302025-06-300001696556ofrm:BabyProductMember2026-01-012026-03-310001696556us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberofrm:ConvertiblePreferredStockWarrantLiabilityMember2025-12-310001696556ofrm:CustomerCMemberus-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2026-01-012026-03-310001696556us-gaap:RestrictedStockUnitsRSUMember2026-02-052026-02-050001696556us-gaap:FairValueMeasurementsRecurringMemberofrm:ConvertiblePreferredStockWarrantLiabilityMember2025-12-310001696556us-gaap:MeasurementInputPriceVolatilityMemberus-gaap:ValuationTechniqueOptionPricingModelMemberofrm:ConvertiblePreferredStockWarrantLiabilityMember2025-12-310001696556us-gaap:SalesRevenueNetMemberofrm:CustomerCMemberus-gaap:CustomerConcentrationRiskMember2026-01-012026-03-310001696556us-gaap:ConvertibleDebtSecuritiesMember2025-01-012025-03-310001696556ofrm:KidPouchesMember2025-01-012025-03-310001696556us-gaap:RetainedEarningsMember2024-12-310001696556us-gaap:RevolvingCreditFacilityMember2026-01-012026-03-310001696556us-gaap:EmployeeStockOptionMember2026-03-310001696556us-gaap:StockAppreciationRightsSARSMemberus-gaap:ShareBasedPaymentArrangementEmployeeMember2025-03-310001696556us-gaap:CommonStockMemberus-gaap:ConvertiblePreferredStockMember2026-02-092026-02-090001696556us-gaap:FairValueMeasurementsRecurringMember2025-12-310001696556ofrm:CustomerEMemberus-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-12-310001696556us-gaap:EmployeeStockOptionMembersrt:MaximumMember2026-01-012026-03-310001696556us-gaap:StockAppreciationRightsSARSMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2025-03-270001696556ofrm:TermLoanFacilityMember2026-03-310001696556us-gaap:ConvertiblePreferredStockMemberofrm:TwoThousandAndTwentyOneSeriesBOneWarrantMember2025-12-310001696556us-gaap:ConvertiblePreferredStockMember2026-03-310001696556ofrm:ConvertiblePreferredStockWarrantLiabilityMember2024-12-310001696556us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberofrm:CustomerAMember2026-01-012026-03-310001696556us-gaap:EmployeeStockOptionMember2026-01-012026-03-310001696556us-gaap:IPOMember2026-02-280001696556us-gaap:CommonStockMember2025-03-310001696556ofrm:SpokespersonAgreementMemberus-gaap:SubsequentEventMember2026-05-050001696556ofrm:TrancheOneMemberofrm:TermLoanFacilityMember2025-06-300001696556us-gaap:AdditionalPaidInCapitalMember2025-03-310001696556us-gaap:CommonStockMemberofrm:ConvertibleNotesMember2026-02-092026-02-090001696556us-gaap:WarrantMember2025-01-012025-03-310001696556us-gaap:RevolvingCreditFacilityMember2025-07-012025-12-310001696556us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-03-310001696556us-gaap:EquityUnitPurchaseAgreementsMember2026-01-012026-03-310001696556us-gaap:AdditionalPaidInCapitalMember2025-12-310001696556us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001696556us-gaap:CommonStockMemberus-gaap:IPOMember2026-02-092026-02-090001696556ofrm:BabyOtherMember2026-01-012026-03-310001696556us-gaap:NonUsMember2026-01-012026-03-310001696556us-gaap:EmployeeStockOptionMember2025-12-310001696556ofrm:SnackBarsOverFiveYearsMember2026-01-012026-03-310001696556us-gaap:AdditionalPaidInCapitalMember2026-03-310001696556us-gaap:MeasurementInputRiskFreeInterestRateMemberus-gaap:DerivativeFinancialInstrumentsLiabilitiesMember2025-12-310001696556us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember2025-12-310001696556us-gaap:CommonStockMemberus-gaap:IPOMember2026-02-012026-02-280001696556us-gaap:EmployeeStockOptionMember2026-01-012026-03-310001696556ofrm:ConvertiblePreferredStockWarrantLiabilityMember2025-01-012025-03-310001696556us-gaap:ConvertiblePreferredStockMemberofrm:TwoThousandAndTwentyTwoSeriesDWarrantMember2025-12-310001696556us-gaap:StockAppreciationRightsSARSMember2026-02-052026-02-0500016965562026-02-102026-02-100001696556us-gaap:RetainedEarningsMember2025-01-012025-03-310001696556us-gaap:ConvertiblePreferredStockMemberofrm:TwoThousandAndTwentyTwoSeriesDOneWarrantMember2025-12-310001696556ofrm:TwoThousandTwentySixPlanMember2026-03-3100016965562026-01-012026-03-310001696556us-gaap:CommonStockMemberus-gaap:ConvertiblePreferredStockMemberus-gaap:IPOMember2026-02-012026-02-280001696556ofrm:SnackBarsPerYearMember2026-01-012026-03-310001696556ofrm:TermLoanFacilityMember2025-06-300001696556us-gaap:RevolvingCreditFacilityMember2026-03-310001696556ofrm:KidSnacksMember2026-01-012026-03-310001696556us-gaap:WarrantMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2026-02-280001696556us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember2026-03-310001696556ofrm:SeriesC-2ConvertibleNotesMember2025-12-3100016965562026-03-310001696556us-gaap:ConvertibleNotesPayableMember2025-12-310001696556us-gaap:RelatedPartyMemberofrm:SpokespersonAgreementMember2025-12-310001696556us-gaap:StockAppreciationRightsSARSMemberofrm:TwoThousandTwentyOnePlanMemberus-gaap:ShareBasedPaymentArrangementEmployeeMember2025-01-012025-03-310001696556us-gaap:StockAppreciationRightsSARSMember2025-01-012025-12-310001696556ofrm:SeriesDConvertiblePreferredStockMember2025-12-310001696556ofrm:ConvertiblePreferredStockWarrantsMember2025-01-012025-03-3100016965562024-12-310001696556ofrm:SeriesB-2ConvertiblePreferredStockMember2025-12-310001696556us-gaap:StockAppreciationRightsSARSMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2026-02-052026-02-050001696556ofrm:KidSnacksMember2025-01-012025-03-310001696556us-gaap:NonrelatedPartyMembersrt:MinimumMember2026-01-012026-03-310001696556us-gaap:RelatedPartyMemberofrm:SpokespersonAgreementMember2017-12-310001696556ofrm:BabyPouchesMember2026-01-012026-03-310001696556ofrm:SeriesA-1ConvertiblePreferredStockMember2025-12-310001696556ofrm:ConvertiblePreferredStockWarrantLiabilityMember2025-12-310001696556us-gaap:ConstructionInProgressMember2026-03-310001696556us-gaap:ConvertiblePreferredStockMember2025-03-310001696556ofrm:SeriesC-2ConvertiblePreferredStockMember2025-12-310001696556us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberofrm:CustomerAMember2025-01-012025-03-310001696556us-gaap:RevolvingCreditFacilityMember2025-06-300001696556ofrm:KidPouchesMember2026-01-012026-03-310001696556us-gaap:RelatedPartyMembersrt:MinimumMember2026-01-012026-03-310001696556ofrm:CustomerEMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-03-310001696556us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember2026-01-012026-03-310001696556ofrm:SeriesA-2ConvertiblePreferredStockMember2025-12-310001696556ofrm:BabyProductMember2025-01-012025-03-310001696556ofrm:SeriesC-1ConvertiblePreferredStockMember2025-12-31xbrli:pureofrm:Unitxbrli:sharesofrm:Segmentiso4217:USDxbrli:sharesiso4217:USDutr:Y

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-43108

Once Upon a Farm, PBC

(Exact Name of Registrant as Specified in its Charter)


Delaware	47-3648280
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
950 Gilman Street, Suite 100 Berkeley, CA	94710
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 983-1606

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value $0.0001 

     OFRM

     New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2026, the registrant had 41,902,031 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Convertible Preferred Stock And Stockholders’ Deficit	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	35

PART II.	OTHER INFORMATION	36

Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
Signatures		41

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that reflect our expectations or beliefs regarding future events, including, but not limited to: statements about the markets in which we operate, including growth of our various markets, statements about potential new products and product innovation, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance. These forward-looking statements, including expectations and projections about future matters, are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution that such statements involve numerous risks and uncertainties and are subject to variables that could impact our future performance. These statements are based on management’s views and assumptions at the time they are made and are not guarantees of future performance. Actual future events and performance may differ materially from the expectations reflected in our forward-looking statements. We do not undertake any obligation to update forward-looking statements.

A variety of factors could materially affect future outcomes, including, but not limited to: adverse public relations, product recalls, and product liability claims arising if our products are contaminated, alleged to be contaminated, or are rumored to have adverse effects, or if our products are alleged to cause illness or injury; factors outside of our and our suppliers’ control that disrupt our operations or impact the inputs, commodities, and ingredients that we use in our business; the failure to manage our supply chain effectively, including inventory levels and transportation and freight services; the availability of natural, plant-rich, and organic ingredients; our ability to protect personal, proprietary, and confidential information and prevent security incidents; damage to the reputation of the Company, products, management team, or co-founders; adverse weather conditions, natural disasters, pestilence, climate change, and other conditions beyond our control that could disrupt our operations; the failure to retain and motivate our management team or other key team members, including our co-founders; our reliance on a limited number of independent contract manufacturers and suppliers, including co-packers; the loss of a significant customer; changing consumer preferences, perceptions, and spending habits; the failure to successfully pursue growth or implement our growth strategy on a timely basis or at all; changes in global and domestic economic and business conditions, and financial market conditions, such as continued inflation, interest rate increases, tariffs, trade wars, recession, government or regulator shutdowns or defunding, regulatory delays or uncertainty, supply chain disruptions or agricultural labor shortages; changes in global trade policy, including the imposition of tariffs on certain goods imported into the United States of America or resultant trade wars that may lead to reduced economic activity, increased costs, reduced demand and changes in retail consumer purchasing behaviors for some or all of our products, or other potentially adverse economic outcomes; significant volatility in the cost or availability of inputs to our business (including freight, raw materials, packaging, energy, labor and other supplies), including as a result of tariffs or inflationary pressures; the impact of various worldwide or macroeconomic events, such as the ongoing conflicts in Europe, the Middle East and South America, and the continued effects of such conflict on U.S. and global economics, our employees, suppliers, customers and end consumers, which could adversely and materially impact our business, financial condition and results of operations; the inability to compete successfully in our highly competitive markets; any damage or disruption at any facility where our finished goods inventory is located; the failure to successfully roll-out coolers and harm to the operating capacity of our coolers; our ability to expand existing customer relationships and acquire new customers; the failure of our enterprise resource planning system or any deficient information-sharing capabilities; the sufficiency and effectiveness of our marketing and trade spending programs and whether we are able to develop and maintain our brand; the fluctuation in our business as a result of promotional activities and seasonality; our ability to implement initiatives to improve productivity and streamline operations to control or reduce costs; our ability to achieve or sustain profitability; our compliance and the compliance of our suppliers, co-packers, and co-manufacturers with applicable governmental laws and regulations; the ability of our information technology systems, including artificial intelligence technologies, to perform adequately and accurately; changes in tax laws; our ability to generate sufficient cash to service all of our indebtedness; our status as a public benefit corporation and our duty to balance a variety of interests as a public benefit corporation; volatility of the market price of our common stock; the incurrence of increased costs as a result of operating as a public company; and the other factors set forth under Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q and Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

This list is not exhaustive and is intended for illustrative purposes only. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Unless otherwise specified or unless the context requires otherwise, all references in this Quarterly Report on Form 10-Q to “Once Upon a Farm,” “the Company,” “we,” “us,” and “our,” or similar references, refer to Once Upon a Farm, PBC.

iii

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

ONCE UPON A FARM, PBC

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share amounts)


	March 31,			December 31,
	2026			2025
Assets
Current assets:
Cash and cash equivalents	$	99,886		$	10,860
Accounts receivable, net		34,563			28,783
Inventory		50,269			46,981
Prepaid expenses and other current assets		5,208			15,520
Total current assets		189,926			102,144
Property and equipment, net		9,953			8,903
Intangible assets, net		541			561
Goodwill		4,244			4,244
Other non-current assets		1,027			567
Total assets	$	205,691		$	116,419
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	16,392		$	19,606
Accrued expenses and other current liabilities		30,860			24,269
Total current liabilities		47,252			43,875
Nonconvertible debt, net		—			43,000
Convertible notes		—			17,214
Derivative liability		—			32,413
Other non-current liabilities		558			2,017
Total liabilities		47,810			138,519
Commitments and contingencies (Note 7)
Convertible preferred stock, $0.0001 par value; 100,000,000 and 1,347,305 shares authorized; no shares and 1,164,696 shares issued and outstanding as of March 31, 2026 and December 31, 2025; aggregate liquidation preference of $0 and $94,261 as of March 31, 2026 and December 31, 2025		—			101,967
Stockholders’ equity (deficit):
Common stock, $0.0001 par value; 1,000,000,000 and 38,250,607 shares authorized; 41,890,392 and 7,458,069 shares issued and outstanding as of March 31, 2026 and December 31, 2025		4			1
Additional paid-in capital		309,425			11,669
Accumulated deficit		(151,548	)		(135,737	)
Total stockholders’ equity (deficit)		157,881			(124,067	)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$	205,691		$	116,419

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

ONCE UPON A FARM, PBC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

(In thousands, except share and per share amounts)


	Three Months Ended March 31,
	2026			2025
Net sales	$	72,720		$	50,603
Cost of goods sold		43,042			31,510
Gross profit		29,678			19,093
Selling, general and administrative expenses		45,828			28,280
Loss from operations		(16,150	)		(9,187	)
Other income (expense):
Interest expense		(420	)		(523	)
Interest income		499			121
Change in fair value of derivative liability		340			(9,680	)
Other expense, net		(3	)		(457	)
Total other income (expense)		416			(10,539	)
Net loss before income tax provision		(15,734	)		(19,726	)
Income tax (provision) benefit		(77	)		260
Net loss	$	(15,811	)	$	(19,466	)
Net loss per share attributable to common stockholders:
Basic and diluted	$	(0.59	)	$	(2.95	)
Weighted-average shares used in computing net loss per share attributable to common stockholders:
Basic and diluted		26,892,105			6,595,854

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

ONCE UPON A FARM, PBC

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

(In thousands, except share amounts)


	Convertible Preferred Stock						Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount		Capital		Deficit			Equity (Deficit)
Balances at December 31, 2025		1,164,696		$	101,967			7,458,069	$	1	$	11,669	$	(135,737	)	$	(124,067	)
Issuance of common stock upon initial public offering, net of underwriting costs and offering costs of $16,551		—			—			9,281,118		1		138,814		—			138,815
Conversion of convertible preferred stock into common stock		(1,164,696	)		(101,967	)		21,779,817		2		101,965		—			101,967
Conversion of convertible notes		—			—			2,819,512		—		18,678		—			18,678
Reclassification of derivative liability to equity		—			—			—		—		32,073		—			32,073
Issuance of common stock upon net exercise of warrants and reclassification of related warrant liability to equity		—			—			542,879		—		1,871		—			1,871
Exercise of stock options								8,997				17					17
Stock-based compensation		—			—			—		—		4,338		—			4,338
Net loss		—			—			—		—		—		(15,811	)		(15,811	)
Balances at March 31, 2026		—		$	—			41,890,392	$	4	$	309,425	$	(151,548	)	$	157,881


	Convertible Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit

Balances at December 31, 2024		1,164,696	$	101,967		6,575,609	$	1	$	6,349	$	(118,488	)	$	(112,138	)
Stock-based compensation		—		—		—		—		805		—			805
Exercise of stock options		—		—		59,748		—		127		—			127
Net loss		—		—		—		—		—		(19,466	)		(19,466	)
Balances at March 31, 2025		1,164,696	$	101,967		6,635,357	$	1	$	7,281	$	(137,954	)	$	(130,672	)

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

ONCE UPON A FARM, PBC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)


	Three Months Ended March 31,
	2026			2025
OPERATING ACTIVITIES
Net loss	$	(15,811	)	$	(19,466	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liability		(340	)		9,680
Change in fair value of convertible preferred stock warrant liability		(13	)		464
Change in fair value of SARs liability		(2	)		—
Stock-based compensation		4,338			805
SARs issued to a customer recorded as a reduction to revenue		43			—
Inventory adjustments		622			189
Depreciation and amortization		475			257
Amortization of debt discounts and deferred financing costs		49			138
Non-cash interest		29			147
Changes in operating assets and liabilities:
Accounts receivable		(5,780	)		(4,371	)
Inventory		(3,910	)		(6,532	)
Prepaid expenses and other assets		(3,936	)		(2,326	)
Accounts payable		(743	)		4,055
Accrued expenses and other liabilities		12,139			2,484
Net cash used in operating activities		(12,840	)		(14,476	)
INVESTING ACTIVITIES
Purchase of property and equipment		(1,446	)		(450	)
Net cash used in investing activities		(1,446	)		(450	)
FINANCING ACTIVITIES
Proceeds from issuance of common stock		155,366			—
Proceeds from term loan facility		—			14,000
Proceeds from exercise of stock options		17			127
Payment of debt modification costs		—			(34	)
Repayment of line of credit		(43,000	)		—
Payment of offering costs		(9,071	)		—
Payment of deferred offering costs		—			(104	)
Net cash provided by financing activities		103,312			13,989
Net change in cash and cash equivalents		89,026			(937	)
Cash and cash equivalents, beginning of period		10,860			17,306
Cash and cash equivalents, end of period	$	99,886		$	16,369
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	342		$	234
Cash paid for income taxes	$	—		$	3
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Capital expenditures included in accounts payable and accrued expenses	$	697		$	55
Offering costs included in accounts payable and accrued expenses	$	248		$	—
Deferred offering costs included in accounts payable and accrued expenses	$	—		$	336
Deferred offering costs transferred to additional paid in capital	$	13,987		$	—
Conversion of convertible preferred stock to common stock	$	101,967		$	—
Conversion of convertible notes to equity	$	18,678		$	—
Reclassification of derivative liability to equity	$	32,073		$	—
Issuance of common stock upon net exercise of warrants	$	1,871		$	—

The accompanying notes are an integral part of these Unaudited Condensed Financial Statements.

ONCE UPON A FARM, PBC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

nature of business

Once Upon a Farm, PBC (the “Company”) is a Delaware public benefit corporation, which began operations in 2014. The Company is engaged in the manufacturing; distribution; marketing and related sale of innovative, nutrient-packed, delicious food for babies and kids of on-the-go parents (under the brand name, Once Upon a Farm). The Company's products include Pouches and snacks. Sales of the Company’s products are made primarily throughout the United States. The Company's headquarters is in Berkeley, California.

Initial Public Offering

On February 9, 2026, the Company completed its initial public offering (the “IPO”) of 7,631,537 shares of its common stock at the public offering price of $18.00 per share, plus an additional 1,649,581 shares of common stock at the same public offering price pursuant to the exercise of the underwriters' option to purchase additional shares. The Company received approximately $138.8 million in aggregate proceeds, net of underwriting discounts and commissions and offering costs. In connection with the IPO, certain of the Company's stockholders (the “Selling Stockholders”) sold 3,365,672 shares of common stock. The Company did not receive any of the proceeds from the sale of shares by the Selling Stockholders.

Immediately prior to the closing of the IPO, all outstanding convertible notes (“Convertible Notes”) (See Note 8, Convertible Notes) were converted into their respective classes of convertible preferred stock, which then immediately converted into 2,819,512 shares of common stock (see Note 8, Convertible Notes). Further, all outstanding shares of the Company’s convertible preferred stock were converted into 21,779,817 shares of the Company’s common stock at the applicable conversion ratio then in effect (see Note 9, Convertible Preferred Stock) and the related carrying value of $102.0 million was reclassified from temporary equity to additional paid in capital. Subsequent to the closing of the IPO, there were no shares of convertible preferred stock outstanding. The carrying values of the notes, together with accrued interest, and related derivative liability, which was remeasured to fair value on the IPO date, were reclassified to additional paid-in capital. Additionally, upon the consummation of the IPO, all of the then-outstanding convertible preferred stock warrants issued to a customer were automatically net exercised into 438,983 shares of common stock and the convertible preferred stock warrants issued in connection with a credit facility were net exercised into 103,896 shares of common stock.

Forward Stock Split and Change in Par Value

On January 23, 2026, the Company effected an 18.7-for-1 forward stock split (the “Forward Stock Split”) of its issued and outstanding shares of common stock, as well as stock options to purchase shares of common stock, restricted stock awards and stock appreciation rights. In connection with the Forward Stock Split, the Company changed the par value of its capital stock from $0.001 to $0.0001 and amended its certificate of incorporation to authorize the issuance of up to 1,000,000,000 shares of common stock, $0.0001 par value per share, and 100,000,000 shares of preferred stock, $0.0001 par value per share. Accordingly, all share and per share amounts related to common stock for all periods presented in the accompanying condensed financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the effect of the Forward Stock Split. As the number of all outstanding convertible preferred stock remained unchanged, the conversion ratios for each series of the Company’s convertible preferred stock were retroactively adjusted as a result of the Forward Stock Split.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies and estimates used in the preparation of the unaudited condensed consolidated financial statements are described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2025, and the notes thereto, which are included in the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 16, 2026. During the three months ended March 31, 2026, there were no significant changes to the Company’s significant accounting policies as described in the Company’s audited financial statement as of and for the year ended December 31, 2025.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include all the accounts of the Company's wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of these condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, net realizable value of inventory; revenue recognition, including variable consideration for sales promotions and discounts; the valuation of stock-based awards, including the valuation of common stock; useful lives and valuation of long-lived assets; intangible assets and goodwill; valuation of derivative liability; valuation of preferred stock warrant liabilities; and provision for income taxes, including related reserves. Management periodically evaluates its estimates, which are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of demand deposit accounts, money market accounts and accounts receivable. The Company maintains its cash and cash equivalents, which may, at times, exceed federally insured limits, with financial institutions of high credit standing. As of March 31, 2026, the Company has not experienced any losses on its deposit accounts and money market accounts. As of March 31, 2026, the Company does not believe there is significant financial risk from nonperformance by the issuers of the Company’s deposit accounts and money market accounts.

Customers with 10% or more of the Company’s net sales or accounts receivable consist of the following for the periods indicated:


	Accounts Receivable		Net Sales
	March 31,	December 31,	For the Three Months Ended March 31,
	2026	2025	2026	2025
Customer A	28%	31%	17%	24%
Customer B	**	**	12%	**
Customer C	22%	14%	15%	11%
Customer D	12%	12%	**	**
Customer E	**	11%	14%	15%

** Represents less than 10% of accounts receivable or net sales as applicable

Deferred Offering Costs

The Company capitalized certain legal, professional accounting and other third-party fees that are directly associated with its IPO as deferred offering costs until such offering is consummated. As of December 31, 2025, there was $14.0 million of deferred offering costs capitalized and included in prepaid expenses and other current assets in the condensed consolidated balance sheets. Upon closing of the IPO in February 2026, $16.6 million of offering costs, including $14.0 million of deferred offering costs capitalized as of December 31, 2025, were offset against the IPO proceeds and reclassified to additional paid-in capital.

Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2025-05, Financial Instruments – Credit Losses (Topic 326):Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company adopted ASU 2025-05 effective for the annual period beginning January 1, 2026 and it did not have a material impact on the accompanying condensed consolidated financial statements and disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures. Adjustments to the annual disclosure of income taxes include: (1) a tabular rate reconciliation comprised of eight specific categories, (2) incomes taxes paid, disaggregated between significant national, state, and foreign jurisdictions, (3) eliminates requirements to disclose the nature and estimate of reasonably possible changes to unrecognized tax benefits in the next 12 months or that an estimated range cannot be made, and (4) adds a requirement to disclose income (or loss) from continuing operations before income tax expense (or benefit) by national and foreign,; and income tax expense (or benefit) from continuing operations disaggregated between national, state and foreign. The ASU is effective for public business entities for fiscal years beginning on or after December 15, 2024, and for all other entities for fiscal years beginning on or after December 31, 2025, with early adoption permitted. Due to the Company's Emerging Growth Company status, the Company may elect not to adopt new or revised accounting standards until they become effective for private companies. Accordingly, the Company will adopt ASU 2023-09 for its annual financial statements for the year ending December 31, 2026. The Company is currently evaluating the requirements of the new standard and the effect on its condensed consolidated financial statements and the related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions within the income statement. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Clarifying the Effective Date. The amendments in this update may be applied either prospectively or retrospectively, and are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is evaluating the impact that this guidance will have on its condensed consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration From a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07 introduces guidance for applying derivative accounting to contracts that include features tied to the operations or activities of one of the parties to the contract. It also aims to reduce diversity in how share-based payments are accounted for in revenue contracts. ASU 2025-07 will be effective for the annual periods beginning after December 15, 2026 with early adoption permitted. The Company is evaluating the impact that this guidance will have on its condensed consolidated financial statements and related disclosures.

Fair value measurements

The Company had no financial assets or liabilities measured at fair value on a recurring basis at March 31, 2026.

The following table presents the Company’s financial liabilities measured at fair value on a recurring basis for the period indicated (in thousands):


	December 31, 2025
	Level 1		Level 2		Level 3		Total
Liabilities:
Derivative liability	$	—	$	—	$	32,413	$	32,413
Convertible preferred stock warrant liability		—		—		1,884		1,884
	$	—	$	—	$	34,297	$	34,297

Derivative Liability

The Convertible Notes contained a conversion feature that met the definition of an embedded derivative that required bifurcation and measurement at fair value (Note 8, Convertible Notes). The Company estimated the fair value of the embedded derivative using a “with-and-without” model. The “with-and-without” methodology involves valuing the whole instrument on an as-is basis and then valuing the instrument without the individual embedded derivative. The difference between the entire instrument with the embedded derivative compared to the instrument without the embedded derivative was the fair value of the derivative liability on issuance. The estimated probability and timing of underlying events triggering the conversion features contained within the Convertible Notes are inputs used to determine the estimated fair value of the entire instrument with the embedded derivative. The fair values are subjective and are affected by certain significant inputs. Changes in the estimated fair value were recognized in the Company's statements of operations and comprehensive loss. Upon conversion of the Convertible Notes in connection with Company’s IPO in February 2026, the derivative liability was remeasured to fair value, and the carrying values of the Convertible Notes and the derivative liability were reclassified to additional paid-in capital.

The Company used the following assumptions to determine the fair value of the derivative liability for the period indicated:


		December 31,
		2025
Risk-free interest rate		3.58%
Expected term (in years)		0.10
Volatility		62.90%
Dividend yield		—%

The following table provides a summary of the change in the estimated fair value of the Company’s derivative liability (in thousands):


Fair value as of December 31, 2025	$	32,413
Change in fair value		(340	)
Reclassification to additional paid-in capital upon conversion		(32,073	)
Fair value as of March 31, 2026	$	—


Fair value as of December 31, 2024	$	23,847
Change in fair value		9,680
Fair value as of March 31, 2025	$	33,527

Convertible Preferred Stock Warrant Liability

The Company estimated the fair values of its convertible preferred stock warrant liability using a hybrid valuation approach. The hybrid approach assigns a probability weighting to both a merger and acquisition (“M&A”) scenario and an initial public offering scenario. For the M&A scenario, the Company utilized the Income Approach and Guideline Public Company (“GPC”) to determine the estimated fair value of equity, which was then allocated to the various classes of equity using approach and the Option Pricing Method (“OPM”). Under the OPM, the shares are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class. The estimated fair values of the common stock, preferred stock and preferred stock warrants are then inferred by analyzing these options. The OPM assumptions are based on the individual characteristics of the warrants on the valuation date, and assumptions related to fair value of the underlying stock, risk-free rate, expected volatility, dividends and an expected term based on the estimated time to a liquidity event.

For the initial public offering scenario, the Company estimated the exit value upon an IPO and then performed a waterfall analysis to systemically allocate the equity value across share classes accordingly to their fully diluted ownership percentages. This method estimates the future value of each share class under the initial public offering scenario, adjusts for option and warrant proceeds and discounts the resulting value to present terms using an appropriate discount rate.

In determining the fair value of the convertible preferred stock warrant liability, the following assumptions were used:


	December 31,
	2025
	OPM	Waterfall
Risk-free interest rate	3.58%	N/A
Discount Rate	N/A	12.50%
Expected term (in years)	0.50	0.08
Volatility	62.90%	N/A
Dividend yield	—%	N/A

The following table provides a summary of the change in the estimated fair value of the Company’s convertible preferred stock warrant liability (in thousands):


Fair value as of December 31, 2025	$	1,884
Change in fair value		(13	)
Reclassification to additional paid-in capital upon net exercise		(1,871	)
Fair value as of March 31, 2026	$	—


Fair value as of December 31, 2024	$	1,396
Change in fair value		464
Fair value as of March 31, 2025	$	1,860

In February 2026, following the consummation of the IPO, all then-outstanding convertible preferred stock warrants issued in connection with a credit facility were net exercised, resulting in the issuance of 103,896 shares of common stock, and the related warrant liability was remeasured to fair value as of the IPO date and reclassified to stockholders’ equity (deficit) (see Note 7, Nonconvertible Debt and Warrants).

REVENUE RECOGNITION

The following table presents disaggregated net sales by product category (in thousands):


		Three Months Ended March 31,
		2026			2025
Kid
Pouches	$		29,377	$		28,275
Snacks			4,772			4,125
Total Kid			34,149			32,400
Baby
Pouches			11,473			5,495
Snacks			26,772			12,082
Other			326			626
Total Baby			38,571			18,203
Total net sales	$		72,720	$		50,603

Balance Sheet Components

Inventory

Inventory consists of the following (in thousands):


	March 31,		December 31,
	2026		2025
Raw materials	$	21,847	$	21,539
Finished goods		28,422		25,442
Total inventory	$	50,269	$	46,981

Property and Equipment, net

Property and equipment, net consists of the following (in thousands):


	March 31,			December 31,
	2026			2025
Machinery and equipment	$	11,639		$	7,948
Leasehold improvements		78			78
Purchased software		555			555
Construction in progress		794			2,980
Total property and equipment		13,066			11,561
Accumulated depreciation and amortization		(3,113	)		(2,658	)
Total property and equipment, net	$	9,953		$	8,903

Depreciation and amortization of property and equipment was $0.5 million and $0.2 million for the three months ended March 31, 2026 and 2025.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consists of the following (in thousands):


	March 31,		December 31,
	2026		2025
Accrued promotional activities	$	8,205	$	6,015
Accrued inventory purchases		8,189		1,939
Accrued marketing		3,109		2,320
Accrued third-party manufacturing fees		2,827		565
Accrued payroll expenses		2,604		2,811
Accrued deferred offering costs		—		3,783
Accrued interest		—		1,435
Accrued other expenses		5,769		5,351
Operating lease liabilities, current portion		157		50
Total accrued expenses and other current liabilities	$	30,860	$	24,269

Commitments and Contingencies

Purchase Commitments

The Company has a minimum purchase commitment with an outsourced manufacturer of its snack bars of 10,000,000 units per year, or 50,000,000 units over five years. Based on the current pricing, the remaining future minimum purchase commitment under the non-cancellable purchase agreement as of March 31, 2026 is as follows (in thousands):


Year Ending December 31,	Amount
2026 (remainder)	$	1,362
2027		1,900
2028		1,900
2029		1,900
Total	$	7,062

Litigation

The Company may become involved in legal proceedings from time to time. The Company does not believe that any legal proceeding or claims currently pending against it, individually or in the aggregate, are material, or will have a material adverse effect on its financial condition, results of operations or cash flows.

NONCONVERTIBLE Debt AND WARRANTS

Nonconvertible Debt

In June 2025, the Company and the lender entered into an agreement to replace an existing term loan and revolving credit facility (together the “Existing Credit Agreement”) for a delayed draw term loan (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Nonconvertible Debt”). The Revolving Credit Facility has a maximum capacity of $65.0 million. The maximum amount available under the Revolving Credit Facility is calculated as the lower of (a) the current maximum capacity and (b) the sum of (i) 80% of the Company’s gross accounts receivable and (ii) 85% of the liquidation value of inventory, each subject to certain adjustments. The Term Loan Facility has a maximum capacity of $30.0 million. The Term Loan Facility is available in two tranches: (i) an $18.0 million tranche that

is available immediately and (ii) a $12.0 million tranche that is contingent on the Company achieving certain funding milestones prior to March 31, 2026 (which were achieved upon the completion of the IPO).

Upon closing of the Nonconvertible Debt in June 2025, the Company drew $22.0 million under the Revolving Credit Facility in order to repay the outstanding balances on the Existing Credit Agreement. During the second half of 2025, the Company drew an additional $21.0 million under the Revolving Credit Facility for general corporate purposes. There were no lender fees or third-party expenses incurred related to these draws. As of December 31, 2025, $43.0 million was outstanding under the Revolving Credit Facility and the interest rate applicable to borrowings under the Revolving Credit Facility was 7.0%.

Following completion of the IPO, the Company used a portion of the proceeds to repay all outstanding amounts under the Nonconvertible Debt. Accordingly, the Company repaid $43.0 million on February 10, 2026. As of March 31, 2026, the Company had no outstanding borrowings under the Revolving Credit Facility or the Term Loan Facility and the Company had up to $65.0 million and $30.0 million available to draw under its Revolving Credit Facility and the Term Loan Facility.

For the three months ended March 31, 2026 and 2025, interest expense for the Nonconvertible Debt was $0.4 million and $0.4 million, including amortization of debt issuance costs and discounts, which was immaterial in both periods. As of March 31, 2026 and December 31, 2025, the Company had $0.4 million and $0.4 million of unamortized of debt issuance costs within other assets on the balance sheet related to the Nonconvertible Debt.

The Company is subject to certain financial and nonfinancial covenants under the provisions of the Nonconvertible Debt, including maintaining a minimum cash balance with the lender of $4.0 million, restrictions on paying any dividends to its common and preferred shareholders, limits on the types of other debt financing that can be obtained and limits on certain capital expenditures, among other things. As of March 31, 2026 and December 31, 2025, the Company was in compliance with all covenants.

Nonconvertible Debt Warrants

In connection with the initial issuance and various amendments to the Existing Credit Agreement, the Company issued to the lender warrants to purchase shares of the Company's Series B-1 convertible preferred stock and Series D convertible preferred stock (the “Convertible Preferred Stock Warrants”).

The total outstanding Convertible Preferred Stock Warrants as of December 31, 2025 are summarized as follows:


	Issuance Date	Warrants Outstanding		Exercise Price		Expiration Date
2020 Series B-1 Warrant	February 2020		2,830	$	58.38	September 2032
2021 Series B-1 Warrant	May 2021		2,830	$	58.38	September 2032
2022 Series D Warrant	September 2022		963	$	183.03	September 2032
2022 Series D Warrant	September 2023		963	$	183.03	September 2032
Total			7,586

The above table excludes convertible preferred stock warrants issued to a customer (see Note 11, Stock-based Compensation).

The Convertible Preferred Stock Warrants were accounted for as a derivative liability and classified in other non-current liabilities on the balance sheets because the underlying convertible preferred stock was contingently redeemable outside of the Company's control. The aggregate estimated fair value was $1.9 million as of December 31, 2025.

In February 2026, upon the consummation of the IPO, all then-outstanding Convertible Preferred Stock Warrants issued in connection with a credit facility were net exercised, resulting in the issuance of 103,896 shares of common stock. As a result of the net exercise of the Convertible Preferred Stock warrants

associated with the credit facility, the warrant liability was remeasured to fair value at the IPO date and was reclassified to stockholders’ equity (deficit).

CONVERTIBLE NOTES

The tables below summarize the Company’s outstanding Convertible Notes for the period indicated (in thousands, except per share amounts):


	December 31, 2025
	Carrying Value		Fair Value		Conversion Price
Series C-1 Convertible Notes	$	3,600	$	12,461	$	97.78
Series C-2 Convertible Notes		4,314		21,373		68.32
Series D Convertible Notes		9,300		17,203		183.03
		17,214	$	51,037
Unamortized debt discounts	—
Total Convertible Notes, net	$	17,214

Immediately prior to the closing of the IPO in February 2026, the outstanding Convertible Notes were converted into their respective classes of convertible preferred stock, which then immediately converted into 2,819,512 shares of our common stock. Upon conversion, the carrying values of the Convertible Notes, together with accrued interest, and the related derivative liability, which was remeasured to fair value on the IPO date, were reclassified to additional paid-in capital.

Convertible Preferred Stock

Convertible preferred stock consists of the following for the period indicated (in thousands, except share amounts):


	As of December 31, 2025
Convertible Preferred Stock	Authorized Shares		Issued and Outstanding Shares		Carrying Value		Liquidation Preference
Series A-1 convertible preferred stock		94,010		94,010	$	3,000	$	3,001
Series A-2 convertible preferred stock		82,400		82,400		2,395		2,105
Series B-1 convertible preferred stock		374,440		344,730		19,957		20,125
Series B-2 convertible preferred stock		229,258		229,061		16,423		11,366
Series C-1 convertible preferred stock		122,726		85,909		8,293		8,400
Series C-2 convertible preferred stock		157,973		94,825		9,272		6,479
Series D convertible preferred stock		286,498		233,761		42,627		42,785
		1,347,305		1,164,696	$	101,967	$	94,261

The Company classified its convertible preferred stock outside of total stockholders’ deficit because, in the event of certain “liquidation events” that are not solely within the control of the Company (including a merger, acquisition or sale of all or substantially all of the Company’s assets), the shares would become redeemable at the option of the holders. The Company did not adjust the carrying values of the convertible preferred stock to the deemed liquidation values of such shares since a liquidation event was not probable at any of the reporting dates. Subsequent adjustments to increase or decrease the carrying values to the ultimate liquidation values will be made only if and when it becomes probable that such liquidation event will occur.

In February 2026, immediately prior to the completion of the IPO, all of the then-outstanding shares of convertible preferred stock automatically converted into 21,779,817 shares of common stock at the applicable conversion ratio then in effect. Upon conversion, the carrying value of the convertible preferred stock was reclassified to common stock and additional paid-in capital.

10.

Common Stock

In connection with the IPO, in February 2026, the Company filed an amended and restated certificate of incorporation effective immediately prior to the closing of the IPO that authorized the issuance of up to 1,000,000,000 shares of common stock, par value $0.0001 per share, and 100,000,000 shares of preferred stock, par value $0.0001 per share.

The Company had reserved shares of common stock for issuance in connection with the following for the periods indicated on an as-converted basis:


	March 31,		December 31,
	2026		2025

Options outstanding		5,946,864		5,477,425
Options available for future issuance under the 2026 Omnibus Plan		3,542,855		—
Restricted stock units outstanding		598,209		—
Conversion of outstanding shares of convertible preferred stock		—		21,779,817
Convertible Notes		—		2,819,512
Warrants issued to a customer		—		514,923
Convertible Preferred Stock Warrants		—		141,858
Options available for future issuance under the 2021 Plan		—		58,961
Total reserved shares of common stock		10,087,928		30,792,496

11.

STOCK-BASED COMPENATION

For the three months ended March 31, 2026 and 2025, the Company recognized stock-based compensation of approximately $6.5 million and $0.8 million, which was recognized in selling, general and administrative expenses in the statements of operations and comprehensive loss.

Stock Options

On February 5, 2026, the board of directors of the Company (“Board of Directors”) adopted, and the Company’s stockholders approved, the omnibus equity incentive plan (the “2026 Omnibus Plan”), which became effective on the same date. The 2026 Omnibus Plan replaced the existing omnibus equity incentive plan (“2021 Plan”), as the Board of Directors determined to not make additional grants under the 2021 Plan following the closing of the IPO. However, the 2021 Plan continues to govern outstanding stock option awards granted under the 2021 Plan. The 2026 Omnibus Plan allows the Company to grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other awards. The number of shares initially available for issuance under awards granted pursuant to the 2026 Omnibus Plan is 4,023,181.

The following table summarizes the stock option activity for the three months ended March 31, 2026:


	Stock Options
	Number of Options Outstanding			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (In Thousands)
Balances as of December 31, 2025		5,477,425		$	3.96		6.8	$	71,837
Options granted		480,326			18.16
Options exercised		(8,997	)		1.85				129
Options forfeited and expired		(1,890	)		4.12
Balances as of March 31, 2026		5,946,864		$	5.11		6.8	$	67,739
Vested and expected to vest as of March 31, 2026		5,946,864		$	5.11		6.8	$	67,739
Options exercisable as of March 31, 2026		4,554,992		$	3.42		6.3	$	58,903

The intrinsic value of options exercised during the three months ended March 31, 2026 and 2025 was $0.1 million and $0.7 million. This intrinsic value represents the difference between the fair value of the Company’s common stock on the date of exercise and the exercise price of each option.

During the three months ended March 31, 2026 and 2025, the weighted average grant date fair value of options granted, was $12.82 and $10.30 per share.

During the three months ended March 31, 2026, the Company recognized $3.5 million of stock-based compensation related to stock options, including $2.6 million of stock-based compensation associated with accelerated vesting of the Spokesperson's (defined in Note 12, Related Party Transactions) stock options upon the closing of the IPO in February 2026.

As of March 31, 2026, the unrecognized compensation related to the service-based vesting options is approximately $12.1 million, which will be recognized over a weighted-average remaining requisite service period of 3.2 years. The Company recorded no income tax benefit related to these options for the three months ended March 31, 2026, since the Company currently maintains a full valuation allowance against its net deferred tax assets.

The fair value of each service-based vesting stock option granted during the year was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:


	Three Months Ended March 31,
	2026	2025
Risk-free interest rate	3.76% - 3.94%	4.09%
Expected term (in years)	6.21 - 6.25	6.02
Expected volatility	77.44% - 77.51%	76.97%
Dividend yield	—%	—%

Stock Appreciation Rights granted to employees and executives

During the three months ended March 31, 2025, the Company granted 329,120 stock appreciation rights under the 2021 Plan (the “SARs”) to certain employees and executives with a weighted-average exercise prices of $17.02 per share.

During the three months ended March 31, 2025, 11,220 of SARs issued to employees were forfeited. As of March 31, 2025 there were 849,839 of SARs issued to employees outstanding, with a weighted-average exercise price of $12.59.

On February 5, 2026, the Company approved the cash settlement of vested SARs and the conversion of each outstanding unvested SAR held by participants as of the closing of the IPO into a number of restricted stock units (“Replacement RSUs”) to be issued under the 2026 Omnibus Plan. Accordingly, the Company paid $2.2 million of cash consideration to settle 271,760 vested SARs upon consummation of the IPO, and recognized related stock-based compensation of $2.2 million within selling, general and administrative expenses on the statement of operations. A total of 992,414 outstanding unvested SARs were converted into 169,366 Replacement RSUs, of which a certain portion vests on the six month anniversary of the IPO date, with the remaining portion vesting in equal quarterly installments across the remaining service period of the original SARs. The aggregate grant date fair value of the Replacement RSUs is $3.0 million, which will be recognized on a straight-line basis over their respective service periods.

Restricted Stock Units

During the three months ended March 31, 2026, the Company granted 598,209 shares of restricted stock units under the 2026 Omnibus Plan (“RSUs”) to certain employees, executives and directors, including the Replacement RSUs, with a weighted-average grant date fair value of $18.19. RSUs granted to employees and executives, other than the SAR Replacement RSUs, generally vest in quarterly installments on each of the first four anniversaries of the date of grant, subject to the grantee's continued service with the Company. RSUs granted to directors generally vest in full on the earlier of the first anniversary of the date of grant or the next annual stockholder meeting following the date of grant, subject to the grantee's continued service with the Company. No RSUs were forfeited during three months ended March 31, 2026.

During the three months ended March 31, 2026, the Company recognized stock-based compensation of $0.8 million related to RSUs.

As of March 31, 2026, no RSUs have vested and the total unrecognized stock-based compensation expense related to the Company’s unvested RSUs was $10.1 million, which is expected to be recognized over a weighted-average period of 2.6 years.

Stock Appreciation Rights issued to a customer

On March 27, 2025, the Company granted 187,000 SARs to a customer at an exercise price of $19.58 per share. The SARs issued to a customer vest based on the customer achieving specified milestones of sales of the Company’s products over a three year period beginning April 1, 2025 (the “Vesting Period”). Following the Vesting Period, any vested SARs issued to the customer may be exercised by the holder at any time while any unvested SARs issued to the customer will be forfeited. Any vested SARs issued to the customer will be automatically exercised on the earlier of March 27, 2035 or upon the occurrence of a change of control after the end of the Vesting Period. The SARs issued to a customer are liability-classified instruments. Such SARs are recognized as the corresponding revenue is earned, provided it is probable that the performance conditions will be satisfied, and reduce the transaction price of revenue earned under the customer contract based on the grant date fair value of the awards. Vested SARs will be remeasured each period with changes in the fair value of vested SARs recognized in other income (expense), net in the Company's statement of operations. During the three months ended March 31, 2026 and 2025, 3,703 and no SARs issued to a customer vested. As of March 31, 2026, the total of 12,604 SARs issued to a customer were vested. The assumptions used to determine the fair value of the SARs using the Black-Scholes option-pricing model are as follows:


	March 31, 2026	December 31, 2025	Grant Date
Risk-free interest rate	4.22%	4.18%	4.23%
Expected term (in years)	9.00	9.25	10.00
Volatility	76.95%	77.24%	75.57%
Expected dividend yield	—%	—%	—%

The aggregate grant date fair value of the SARs issued to a customer is $2.1 million. For the three months ended March 31, 2026, the Company recorded an immaterial amount as a reduction of revenue related to the SARs issued to a customer. As of March 31, 2026, the liability related to the vested SARs issued to a customer was

$0.2 million and was recorded within other non-current liabilities on the Company’s balance sheets. For the three months ended March 31, 2026, the Company recorded an immaterial amount for the changes in the fair value of vested SARs. No SARs vested as of March 31, 2025.

Warrants issued to a Customer

During 2018, 2020 and 2024, the Company granted an aggregate 33,046 warrants to a customer to purchase Series B-1 convertible preferred stock, which vested based on the customer achieving defined performance conditions. These warrants issued to a customer were equity-classified instruments and recognized over the applicable vesting period, provided it was probable that the performance conditions would be satisfied, reducing the transaction price of revenue earned under the customer contract. No warrants were issued to customers in the three months ended March 31, 2026 and 2025.

As of December 31, 2025, 27,536 outstanding warrants issued to a customer were outstanding, all of which were vested. Upon closing of the IPO in February 2026, all of the outstanding convertible preferred stock warrants issued to a customer were net exercised into 438,983 shares of common stock.

12.

Related-Party Transactions

At the time the Convertible Notes were issued, the holder held more than 10% of the voting interests in the Company; therefore, meeting the definition of a related party. At no point during the three months ended March 31, 2026 and 2025, did the holder hold 10% or more of the Company’s voting interests. As such, the holder is not considered a related party for the periods presented.

In 2017, the Company entered into an agreement (the “Spokesperson Agreement”) with a co-founder who is a member of the Company’s Board of Directors (the “Spokesperson”). Under this arrangement, the Spokesperson agreed to provide services related to personal branding, marketing and promotions, as well as licensing intellectual property, including the Spokesperson's name and image. As compensation for these services, the Spokesperson was entitled to receive a combination of cash payments contingent on an IPO or other recapitalization transaction and stock options. The contingent cash consideration equaled the greater of $2.0 million or a percentage of the amount by which the offering price exceeded a defined threshold. The Company recognized $2.6 million and $0.2 million of stock-based compensation expense related to stock options granted to the Spokesperson, for each of the three months ended March 31, 2026 and 2025. The Company records stock-based compensation expense related to stock options granted to the Spokesperson in selling, general and administrative expenses in the statement of operations and comprehensive loss.

In January 2025, the Company amended the Spokesperson Agreement (as amended and restated from time to time, the “Amended Spokesperson Agreement”) to extend its term through December 2028. As part of the amendment, the Company agreed to pay additional consideration in the form of cash and stock options in exchange for the Spokesperson’s performance of specified advertising, marketing, selling and fundraising activities. The additional cash consideration payable was $8.0 million to be paid over a three-year period subject to continued performance under the Amended Spokesperson Agreement. In the event of a change of control as defined by the Amended Spokesperson Agreement, which includes an IPO, or termination of the agreement by the Company for reasons other than for cause or by the Spokesperson for good reason (as defined in the agreement), any remaining unpaid portion of the $8.0 million cash consideration would be accelerated and paid in full. Since the performance-based cash payments are not subject to clawback once paid, the Company recognized the related expense on a straight-line basis each month over a three-year period, continuing until the underlying change of control event is deemed probable. During the three months ended March 31, 2025, the Company paid $1.0 million in cash and recorded $0.6 million of amortization expenses related to the Spokesperson Agreement. As of December 31, 2025, the Company recorded $1.6 million in accrued expenses and other current liabilities related to the cash to be paid to the Spokesperson.

In connection with the Company's IPO in February 2026, the Company paid the Spokesperson $7.0 million in cash in accordance with the terms of the Amended Spokesperson Agreement described above and recognized the remaining unamortized expense of $5.4 million as a marketing expense, within the selling, general and administrative expenses within the statement of operations in the three months ended March 31, 2026.

Additionally, the Company reimbursed the Spokesperson $0.2 million for expenses incurred in connection with the IPO during the three months ended March 31, 2026.

13.

segment reporting

The Company operates as a single operating segment, as the Chief Operating Decision Maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. All of the Company’s long-lived assets are located in the United States and less than 1% of the Company’s net sales are from customers located outside the United States.

The CODM uses net loss to assess performance, evaluate cost optimization, and allocate financial, capital and personnel resources. The CODM reviews segment assets on a consolidated basis as presented on the Company’s balance sheet.

The following table sets forth significant expense categories and other specified amounts included in net loss that are reviewed by the CODM, or are otherwise regularly provided to the CODM (in thousands):


	Three Months Ended March 31,
	2026			2025
Net sales	$	72,720		$	50,603
Less:
Cost of goods sold1		42,783			31,391
Marketing		16,229			10,726
Payroll expenses		8,986			5,701
Outbound freight		3,639			3,198
Selling expenses		3,405			2,390
Warehousing & distribution		2,193			1,478
General and administrative costs		10,969			4,583
Other segment items2		327			10,602
Segment net loss	$	(15,811	)	$	(19,466	)

Cost of goods sold excludes depreciation and amortization.

Other segment items is primarily comprised of depreciation and amortization expense, interest income, interest expense, change in fair value of derivative liabilities, change in fair value of convertible preferred stock warrant liabilities, provision for income taxes and product development costs.

14.

Net loss per share

The following outstanding balances of securities have been excluded from the calculation of diluted weighted average common shares outstanding and diluted net loss per share because the effect of including them would have been antidilutive.


	Three Months Ended March 31,
	2026		2025
Stock options		5,946,864		6,302,479
Restricted stock units		598,209		—
Convertible preferred stock		—		21,779,817
Convertible Notes		—		2,819,512
Warrants issued to a customer		—		514,923
Convertible Preferred Stock Warrants		—		141,858
Total common shares equivalent		6,545,073		31,558,589

15.

Subsequent Events

On May 5, 2026, the Company executed the first amendment to the Amended Spokesperson Agreement (the “First Amended Spokesperson Agreement”) to pay additional cash consideration in exchange for the Spokesperson’s performance of certain advertising, marketing, and promotional activities. The additional cash consideration payable is $3.0 million to be paid over a two-year period beginning in January 2027, subject to the Spokesperson’s continued service through each payment date as specified in the First Amended Spokesperson Agreement. In the event of a change of control of the Company, as defined by the Amended Spokesperson Agreement, or termination of the agreement by the Company for reasons other than for cause or by the Spokesperson for good reason (as defined in the agreement), any remaining unpaid portion of the $3.0 million cash consideration would be accelerated and paid in full. The Company will recognize the expense related to the First Amended Spokesperson Agreement on a straight-line basis through the final payment date in December 2028.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in Part II, Item 1A. “Risk Factors,” and “Cautionary Statement Concerning Forward-Looking Statements” in this Quarterly Report on Form 10-Q. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026.

Overview

Once Upon a Farm is driving systemic change in childhood nutrition with real, organic, farm-fresh food –made with no added sugar, no preservatives, and nothing artificial. From baby’s first bites to kid’s school-ready snacks, we are a rapidly growing leader in modern childhood nutrition that provides innovative, nutrient-packed, delicious food to on-the-go parents for their babies and kids. We revolutionized the childhood nutrition category with what we believe is the first-ever cold-pressed Pouch, setting a new standard for nutrition that parents love and kids crave. Our mission and commitment to our consumers guide every decision we make and are at the heart of our identity and journey ahead. We are a Public Benefit Corporation, which requires us to uphold high social and environmental standards and provide transparency for all of our stockholders. Additionally, we believe we are the first baby through kid parent-ally brand with a deep commitment to superior, fresh products with high nutritional standards and incredible taste. Our thoughtful recipes are crafted with high-quality organic ingredients, from cold-pressed Pouches, to Refrigerated Oat Bars and Dry Baby Snacks, earning us the trust of parents, and fostering a loyal, passionate, and fast-growing consumer base.

In February 2026, we closed the initial public offering (“IPO”) of our common stock, in which we issued and sold an aggregate of 7,631,537 shares of common stock at a price to the public of $18.00 per share. Shortly following the close of the offering, the underwriters exercised their option to purchase an additional 1,649,581 shares at the initial public offering price. In the aggregate, we received net proceeds from the offering of approximately $138.8 million, after deducting underwriting discounts, commissions and offering expenses.

Key Factors Affecting our Performance

Our ability to achieve sustainable growth and profitability is impacted by many factors, including those described below and in Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q. Certain factors are strategically tied to key metrics that define our success:

Increasing Brand Awareness and Household Penetration

Growing our brand awareness and household penetration is central to our strategy for long-term growth. Our approach and creation of great-tasting, high-quality, nutritional and organic products that kids love establishes trust in parents and fosters brand-loyalty from our customers. As we continue to expand our innovative product offerings, we plan to establish trust with parents in the early stages of their baby’s development, building brand loyalty that allows us to strategically deliver great-tasting, healthy and convenient products to kids of all ages. We plan to increase our brand awareness and household penetration by leveraging a full-funnel modern marketing approach that includes retail media networks, influencer programs, high-frequency national media campaigns, engaging social media, impactful sponsorships, and immersive activations. To grow and maintain our brand, we must invest in sales and marketing to promote word-of-mouth sharing of our brand to attract new customers. We believe that once consumers are introduced to our brand and products, we will be able to drive conversion to repeat purchases and long-term loyalty.

Investment in Retail Partnerships and Distribution Expansion

Our long-term growth strategy relies on our ability to cultivate and maintain relationships with our retail customers to expand our presence and optimize distribution across all retail stores. Our success is dependent on deepening the assortment of our product offerings and ensuring that our products are prominently displayed in both our retail

customers’ brick-and-mortar stores and e-commerce platforms. Our relationships with our retail customers also allow us to deepen the assortment of our product offerings by extending our reach to new product categories and expanding the number of shelves that our products are displayed on at stores in major classes of retail, including grocery, mass, club, natural and specialty stores.

We also intend to grow our sales and in-store footprint through the national rollout of our cooler program. Our coolers, which can be found replacing standard shelving in the baby aisle, as an end-cap display or free standing in the baby aisle, currently feature our widest selection of Pouches and baby food meals. As of March 31, 2026, we have deployed over 3,700 coolers in stores to date and believe there is an opportunity to expand the footprint to more than 15,000 coolers in stores in North America. We invest in slotting fees and offer other incentives to encourage our retail customers to place our coolers in more of their stores and display our coolers in ideal locations within their stores. As we accelerate the rollout of coolers, we expect increases in overall sales velocity and believe there are further opportunities for sales velocity enhancement as we continue to optimize the product assortment offered in the cooler and encourage excitement for our product across aisles. The presence of baby coolers also drives an increase in basket size for the whole baby department, which encourages our retail customers to participate in this initiative with us. The direct impact of the new cooler additions on our net sales varies based on numerous factors including store traffic and cooler size.

In addition to our primary retail growth strategy of increasing depth of our product offerings with our existing retail customers, we believe there is a significant opportunity to increase sales through e-commerce and delivery platforms and expand into new retail customers and international markets.

Product Innovation and Category Leadership

We are confident that through innovation in new products, product line extensions, and packaging types, we will drive meaningful growth for our Company. Investment in strategic product innovation is vital for meeting evolving consumer needs and complementing our existing product portfolio to expand our brand’s reach. We continue to expand and enhance our product offerings, including launches of Refrigerated Oat Bars and shelf-stable baby snacks, to meet the evolving needs of our consumers and drive demand for our products.

Aligning our innovation pipeline with consumer demands for organic, nutritious, delicious, and convenient products has positioned us as a leader in the baby and kids’ food market. We plan to invest in exploring new flavor combinations and innovative formats that enhance taste and nutritional value, and in expanding our existing functional product offerings across various formats, such as immunity, brain health, and protein, to provide parents with the functionality they are looking for and satisfy the cravings of babies and kids.

Drive Sustainable, Profitable Growth

Our future success is dependent on our ability to drive sustainable and profitable growth. We have made significant investments in assembling our strong leadership team, implementing strategic sales management principles, and building our global procurement network infrastructure to support long-term growth and to enhance the profitability of our core operating model as we grow. We also plan to continue to invest in expansion and automation of our scalable production platform with our co-manufacturing partners to increase our capacity and operational efficiency to support our growth and achieve economies of scale. With these investments, we believe we will be well-positioned to consistently deliver the highest quality, premium products to our consumers while also ensuring profitability and sustainability for Once Upon a Farm.

As we extend our presence with existing retail customers, we believe there is also opportunity to further increase our operating margins. The strength of our brand and ability to efficiently deliver industry-disrupting products to our consumers have consistently resulted in attractive and expanding gross margins.

Macroeconomic and Geopolitical Uncertainty and Supply Chain Costs

Uncertainty in the macroeconomic environment resulting from geopolitical and economic instability, including the imposition of tariffs, embargoes, or similar restrictions could cause disruption in our supply chain. For example, in

2025, the U.S. presidential administration announced the imposition of tariffs on numerous countries that trade with the United States, and in February 2026 the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). Following the Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariff. As the implementation of tariffs is ongoing, more tariffs may be added in the future and countermeasures may be adopted by other countries. The imposition of certain of these tariffs remains uncertain as the situation is dynamic and rapidly evolving. New or increased tariffs could also negatively affect U.S national or regional economies or lead to increased inflation or a recession, which also could negatively impact our sales growth, and our business and results of operations. Any tariffs or other barriers to trade affecting Mexico and South America in particular, two regions from which we source a significant portion of our key fruit and vegetable ingredients, could lead to, among other things, shortages and higher cost of procurement, and could negatively impact our business and profitability.

In addition, in recent years, we have experienced elevated commodity and supply chain costs, including the costs of raw materials, packaging, labor, energy, fuel, freight, and other inputs necessary for the production and distribution of our products, and we expect elevated levels of inflation to continue in 2026. In particular, fuel costs have been subject to heightened volatility due to persistent inflationary pressures and ongoing geopolitical uncertainty, including disruptions to global energy markets. Such elevated commodity and supply chain costs and inflation levels did not have a material impact on our results of operations for the three months ended March 31, 2026 and 2025, however, there can be no assurance that continued volatility in fuel costs driven by inflationary conditions or geopolitical developments will not have a material effect on our results of operations or financial condition in future periods. In an effort to mitigate the impact of these elevated costs, we have taken actions to: diversify the regions from which we source the raw materials used in our business, remove intermediate third parties in our supply chain, scale our business and work with co-manufacturing partners to increase our capacity and operational efficiency, including through investment in equipment used by our co-manufacturers. We also continue to monitor fuel cost trends and evaluate strategies to mitigate the impact of fuel price volatility on our operations, including optimizing distribution routes and logistics arrangements and, where appropriate, and negotiating fuel surcharge provisions in our transportation contracts.

For a further discussion of the risks and challenges posed by these events, see Part II, Item 1A. “Risk Factors—Risks Relating to Our Business and Industry” in this Quarterly Report on Form 10-Q and Part I, Item 1A. “Risk Factors—Risks Relating to Our Business and Industry” in our Annual Report on Form 10-K.

Components of Results of Operations

Net Sales

We generate revenue through sales of organic, nutrient-packed, farm-fresh Pouches, snacks, and other products for babies and kids through retail channels, which include traditional brick-and-mortar stores, e-commerce platforms, and delivery platforms, as well as directly to consumers through our direct-to-consumer (“DTC”) platform that we operate. Our revenue is recognized net of allowances for sales discounts and promotions and any sales or other similar taxes collected from consumers. We offer sales discounts and promotions to our retail and DTC customers through various programs. These programs include sales incentives, trade allowances, slotting fees, coupon offers, rebates, and term discounts. We anticipate that these sales discounts and promotions will impact our net sales and that changes in these activities could impact period over period results.

Cost of Goods Sold

Cost of goods sold consists primarily of product costs, third-party manufacturing fees, inbound freight of raw materials and finished goods, storage and handling costs during the manufacturing process, product loading and handling at our outsourced production facilities for distribution, depreciation of machinery, and equipment used in the manufacturing process as well as duties and tariffs.

We source our organic raw materials from farmers both in the United States and international markets. We also contract with outsourced partners in the United States to manufacture, package, and distribute our products to our customers.

Gross Profit and Gross Margin

Gross profit represents net sales less cost of goods sold. Gross margin is gross profit expressed as a percentage of net sales.

Our gross margin may in the future fluctuate from period to period based on a number of factors, including costs of produce and commodities, manufacturing, warehousing and transportation rates for inbound raw materials. Gross margin may also fluctuate in the future based on changes in the promotional environment in the marketplace, the mix of products we sell, the channel through which we sell our products and innovation initiatives we undertake in each of our product categories, among other factors.

Selling, General and Administrative

Selling, general and administrative expenses primarily consist of payroll and payroll-related benefits, stock-based compensation, marketing content and agency fees, customer growth and acquisition costs, warehouse and distribution costs, and freight costs associated with shipping goods to customers. Selling, general and administrative expenses also include depreciation and amortization and product development costs.

We expect selling, general and administrative expenses to increase in the future as we continue to scale our operations to meet our product demand, continue to build our product portfolio, and add personnel to our sales and marketing organization. We also expect to incur additional costs associated with operating as a public company, including increased expenses related to legal, audit, accounting, regulatory, and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance costs, investor and public relations costs, and other administrative and professional services.

Other Income (Expense)

Interest income consists of interest earned on our cash and cash equivalents. Interest expense is attributable to interest on our outstanding borrowings under our Nonconvertible Debt and Convertible Notes agreements (each as defined below). Following our initial public offering, we expect our interest expense to decrease, as a portion of the proceeds from the initial public offering were used to repay borrowings then outstanding under the Revolving Credit Facility and our outstanding Convertible Notes were converted into shares prior to or at the time of the offering. However, our Revolving Credit Facility provides for availability of up to $65.0 million of borrowings and our Term Loan Facility for availability of up to $30.0 million. From time to time, we may draw amounts under our Revolving Credit Facility and our Term Loan Facility and expect to incur interest expense as a result of any such draws.

Change in fair value of derivative liability consists of adjustments to the fair value of our derivative liability. As a result of our initial public offering in February 2026 and the conversion of our outstanding Convertible Notes into shares of common stock, the derivative liability was eliminated and there will be no subsequent change in its fair value.

Other income (expense), net primarily consists of gains or losses due to adjustments to the fair value of our convertible preferred stock warrant liability. Subsequent to our initial public offering, the convertible preferred stock warrant liability was eliminated as a result of the exercise of the underlying warrants, and there will be no subsequent changes in its fair value.

Results of Operations

Comparison of the Three Months Ended March 31, 2026 and 2025

The results of operations data have been derived from the unaudited condensed consolidated financial statements included in Part I, Item 1. in this Quarterly Report on Form 10-Q. The following table sets forth our results of operations for the periods presented:


	Three Months Ended March 31,
	2026			2025
	(in thousands)
Net sales	$	72,720		$	50,603
Cost of goods sold		43,042			31,510
Gross profit		29,678			19,093
Selling, general and administrative		45,828			28,280
Loss from operations		(16,150	)		(9,187	)
Other income (expense):
Interest expense		(420	)		(523	)
Interest income		499			121
Change in fair value of derivative liability		340			(9,680	)
Other expense, net		(3	)		(457	)
Total other income (expense)		416			(10,539	)
Net loss before income tax provision		(15,734	)		(19,726	)
Income tax provision		(77	)		260
Net loss	$	(15,811	)	$	(19,466	)

Net Sales


	Three Months Ended March 31,
	2026		2025		$ Change			% Change
	(dollars in thousands)
Kid
Pouches	$	29,377	$	28,275	$	1,102			4	%
Snacks		4,772		4,125		647			16	%
Total Kid		34,149		32,400		1,749			5	%
Baby
Pouches		11,473		5,495		5,978			109	%
Snacks		26,772		12,082		14,690			122	%
Other		326		626		(300	)		(48	)%
Total Baby		38,571		18,203		20,368			112	%
Net sales	$	72,720	$	50,603	$	22,117			44	%

The increase in net sales of $22.1 million, or 44%, was primarily due to an increase in volume growth of more than 21%, driven by both the incremental distribution of existing products and the introduction of new products into our portfolio. The increase in net sales was also driven by a more favorable product mix. Additionally, since 2025, we have launched 80 new SKUs across categories, with 35 new SKUs introduced during the three months ended March 31, 2026. A “new SKU” is a unique product configuration, represented by a distinct GTIN/UPC, or barcode, that differs from existing SKUs in formulation, flavor, size, or format, and is introduced for commercial sale in our markets for the first time. Our kid and baby snacks categories resulted in a combined $15.3 million increase in net sales year over year. Net sales from Kid Pouches increased by $1.1 million and net sales from baby Pouches increased by $6.0 million, period over period. For the three months ended March 31, 2026 and 2025, we incurred $0.5 million

and $2.6 million in trade spending related to slotting fees paid to retail customers for placement of new coolers in their stores, which was recognized as a reduction of net sales. The slotting fees, including slotting fees paid related to placement of new coolers in stores, decreased compared to three months ended March 31, 2025 due to timing of installation of coolers in stores and category resets; however, these slotting fees are expected to increase in the future as we continue the expansion of our baby cooler program and increase our presence in our retail customers' stores.

Cost of Goods Sold


	Three Months Ended March 31,
	2026			2025			$ Change		% Change
	(dollars in thousands)
Cost of goods sold	$	43,042		$	31,510		$	11,532		37	%
Percentage of net sales		59	%		62	%				(3	)%

The increase in cost of goods sold of $11.5 million, or 37%, was primarily due to increased sales volume. Cost of goods sold as a percentage of net sales decreased by 3% primarily driven by decreased trade spending as a percentage of net sales, which is recognized as a reduction of net sales, primarily due to timing of slotting fees.

Gross Profit and Gross Margin

Once Upon a Farm, PBC 10-Q