Nonconvertible Debt and Warrants

3 Months Ended

Mar. 31, 2026

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).

Once Upon a Farm, PBC 10-Q