3: Initial statement of beneficial ownership of securities
Published on February 5, 2026
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/05/2026 |
3. Issuer Name and Ticker or Trading Symbol
Once Upon a Farm, PBC [ OFRM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|---|---|---|---|
| Common Stock | 419,535 | D |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
|---|---|---|---|---|---|---|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Options (right to buy)(1) | 03/15/2023 | 03/15/2031 | Common Stock | 20,831 | 1.45 | D | |
| Employee Stock Options (right to buy)(1) | 03/15/2024 | 03/15/2031 | Common Stock | 14,081 | 1.45 | D | |
| Employee Stock Options (right to buy)(1) | 05/12/2025 | 05/12/2031 | Common Stock | 18,700 | 1.45 | D | |
| Employee Stock Options (right to buy)(1) | (2) | 05/18/2032 | Common Stock | 46,750 | 3.85 | D | |
| Employee Stock Options (right to buy)(1) | (3) | 05/22/2033 | Common Stock | 37,400 | 4.12 | D | |
| Employee Stock Options (right to buy)(1) | (4) | 02/28/2035 | Common Stock | 32,725 | 8.75 | D | |
| Stock Appreciation Rights(5) | (5) | (5) | Common Stock | 37,400 | 19.58 | D | |
| Explanation of Responses: |
| 1. Represents stock options granted pursuant to the Once Upon a Farm, PBC 2021 Omnibus Incentive Plan. |
| 2. 25% of stock options vested and became exercisable on May 19, 2023, and the remainder in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer on each such date. |
| 3. 25% of stock options vested and became exercisable on May 23, 2024, and the remainder in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer on each such date. |
| 4. Stock options vest and become exercisable in 48 equal monthly installments beginning on March 1, 2025, subject to the reporting person's continued service with the Issuer on each such date. |
| 5. As of the closing of the initial public offering of Once Upon a Farm, PBC (the "Issuer"), each stock appreciation right of the Issuer held by the reporting person, will be settled in cash. |
| Remarks: |
| Exhibit List - Exhibit 24.1 - Power of Attorney |
| /s/ Genevieve Kelly, as Attorney-in-fact | 02/05/2026 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.