Once Upon a Farm, PBC

Previous wording

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.

Current wording

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 $138.5 million, after deducting underwriting discounts, commissions and offering expenses.

Previous wording

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:

Current wording

Our ability to achieve sustainable growth and profitability is impacted by many factors, including those described below. Certain factors are strategically tied to key metrics that define our success:

Previous wording

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.

Current wording

We also intend to grow our sales and in-store footprint through the expansion and productivity 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 Baby Pouches and our new Meat, Meat & Bone Broth and Legume Blend pouches introduced in the quarter ended June 30, 2026. As of June 30, 2026, we have deployed over 4,100 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 expansion and productivity of our cooler program, we expect to continue to see increases in overall sales velocity and believe there are further opportunities for sales velocity enhancement as our cooler base matures and 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.

Previous wording

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.

Current wording

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, shelf-stable baby snacks, as well as Meat, Meat & Bone Broth, and Legume Blend pouches, introduced in the quarter ended June 30, 2026, to meet the evolving needs of our consumers and drive demand for our products.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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. On July 24, 2026, the U.S. presidential administration imposed additional tariffs on certain imports, further contributing to the evolving and uncertain tariff landscape. As the implementation of tariffs is ongoing, more tariffs may be added in the future and countermeasures may be adopted by other countries.

Previous wording

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.

Current wording

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 and six months ended June 30, 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.

Previous wording

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.

Current wording

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 our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and Part I, Item 1A. “Risk Factors—Risks Relating to Our Business and Industry” in our Annual Report on Form 10-K.

Previous wording

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

Current wording

Comparison of the Three and Six Months Ended June 30, 2026 and 2025

Previous wording

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.

Current wording

For the three months ended June 30, 2026, net sales increased $25.4 million, or 42%, compared to the three months ended June 30, 2025, primarily due to an increase in volume growth of more than 40%, driven by both the incremental distribution of existing products and the introduction of new products into our portfolio. Additionally, since 2025, we have launched 91 new SKUs across categories, with 12 new SKUs introduced during the three months ended June 30, 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 snacks categories resulted in a combined $14.3 million increase in net sales period over period. Net sales from Pouches increased by $11.2 million period over period. Our trade spending, which includes sales incentives, trade allowances, discounts, and slotting fees, and is recognized as a reduction of net sales, increased for the three months ended June 30, 2026 compared to three months ended June 30, 2025 primarily due to promotional programs for increased distribution of our products and introduction of new products. For the three months ended June 30, 2026 and 2025, we incurred $1.5 million and $3.1 million in trade spending related to slotting fees paid to retail customers for placement of new coolers in their stores. The slotting fees paid related to placement of new coolers in stores decreased compared to three months ended June 30, 2025 due to timing of installation of coolers in stores; 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.

Previous wording

an increase of $1.0 million in travel, depreciation and other expenses to support our increase in headcount and continued growth; and

Current wording

an increase of $1.8 million in general and administrative expenses, primarily related to a cash bonus of $1.0 million paid to the Spokesperson related to our IPO and $0.8 million in travel, depreciation and other expenses to support our increase in headcount and continued growth;

Previous wording

an increase of $0.9 million in selling expenses, primarily driven by increases in merchandising fees, third-party commissions and other customer growth and acquisition costs, to support our growth in sales volume.

Current wording

an increase of $1.2 million in selling expenses, primarily driven by increases in merchandising fees, third-party commissions and other customer growth and acquisition costs, to support our growth in sales volume.

Previous wording

an increase of $5.5 million in marketing expenses, primarily related to cash consideration paid to the Spokesperson in connection with our IPO and the recognition of remaining related unamortized expense;

Current wording

an increase of $8.7 million in marketing expenses, primarily related to $5.4 million of expense related to cash paid to the Spokesperson in connection with our IPO, and increased advertising expenditures, related to production costs and increasing our advertising footprint;

Previous wording

an increase of $5.7 million in stock-based compensation, primarily driven by $2.6 million of expense related to accelerated vesting of certain of the Spokesperson's stock options, $2.2 million of expense related to the cash settlement of vested stock appreciation rights, and $0.8 million of expense related to restricted stock units granted in the period, all in connection with our IPO, which closed in February 2026;

Current wording

an increase of $7.1 million in stock-based compensation, primarily driven by $2.6 million of expense related to accelerated vesting of certain of the Spokesperson's stock options, $2.2 million of expense related to the cash settlement of vested stock appreciation rights, and $2.2 million of expense related to restricted stock units granted in the period, all in connection with our IPO, which closed in February 2026;

Previous wording

an increase of $3.3 million in employee-related costs, driven by an overall increase in headcount to support our continued growth, including an aggregate of $0.7 million of one-time transaction bonuses paid to certain employees in connection with our IPO;

Current wording

an increase of $6.3 million in employee-related costs, driven by an overall increase in headcount to support our continued growth, including an aggregate of $0.7 million of one-time transaction bonuses paid to certain employees in connection with our IPO;

Previous wording

an increase of $1.1 million in warehouse and distribution expenses and higher outbound freight driven by higher sales volumes and carrying larger volumes of inventory on hand throughout the year to support our growth;

Current wording

an increase of $2.4 million in warehouse and distribution expenses and higher outbound freight driven by higher sales volumes and carrying larger volumes of inventory on hand throughout the year to support our growth; and

Previous wording

The increase in interest income of $0.4 million, or 312%, was due to higher average cash balances in our money market accounts, driven by IPO proceeds during the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Current wording

For the three months ended June 30, 2026, interest income increased $0.8 million, or 1044% compared to the three months ended June 30, 2025. For the six months ended June 30, 2026, interest income increased $1.1 million, or 588%, compared to the six months ended June 30, 2025. These increases in interest income are due to higher average cash balances in our money market accounts, driven by IPO proceeds received in February 2026.

Previous wording

The change in fair value of our derivative liability was driven by a changes in fair value of our convertible preferred stock underlying the convertible notes.

Current wording

For the three and six months ended June 30, 2026, there was no change and a $0.3 million change in fair value of our derivative liability as immediately prior to the IPO in February 2026, our Convertible Notes converted into their respective classes of convertible preferred stock, which then immediately converted into shares of our common stock. For the three and six months ended June 30, 2025, the change in fair value of our derivative liability was driven by a change in fair value of our convertible preferred stock underlying the convertible notes.

Previous wording

The change in other income (expense), net of $0.5 million was primarily due to a decrease in the change in fair value of our convertible preferred stock warrant liability during the three months ended March 31, 2026.

Current wording

For the six months ended June 30, 2026, change in other expense, net of $0.9 million, compared to the six months ended June 30, 2025, was primarily due to a decrease in the change in fair value of our convertible preferred stock warrant liability and its settlement upon the closing of the IPO in February 2026.

Previous wording

On February 9, 2026, we completed an IPO in which we issued and sold 7,631,537 shares of common stock, at the public offering price of $18.00 per share, plus an additional 1,649,581 shares of common stock at a public offering price of$18.00 per share pursuant to the exercise of the underwriters’ option to purchase additional shares. We received net proceeds of approximately $138.8 million from the IPO, after deducting underwriting discounts and commissions and offering expenses payable by us. Historically, we have generated operating losses and have relied on private sales of securities and proceeds from debt financing to fund our operations. As of March 31, 2026, we had cash and cash equivalents of $99.9 million and accumulated deficit of $151.5 million. For the three months ended March 31, 2026, we incurred a net loss from operations of $15.8 million and net cash flow used in operating activities totaled $12.8 million. We expect that our existing cash and cash equivalents, along with available borrowing capacity under the Revolving Credit Facility and Term Loan Facility, will be sufficient to support our operations for at least the next 12 months as well as to meet our cash requirements for the longer term.

Current wording

On February 9, 2026, we completed an IPO in which we issued and sold 7,631,537 shares of common stock, at the public offering price of $18.00 per share, plus an additional 1,649,581 shares of common stock at a public offering price of$18.00 per share pursuant to the exercise of the underwriters’ option to purchase additional shares. We received net proceeds of approximately $138.5 million from the IPO, after deducting underwriting discounts and commissions and offering expenses payable by us. Historically, we have generated operating losses and have relied on private sales of securities and proceeds from debt financing to fund our operations. As of June 30, 2026, we had cash and cash equivalents of $93.5 million and accumulated deficit of $156.5 million. For the three and six months ended June 30, 2026, we incurred a net loss from operations of $5.0 million and $20.8 million and net cash flow used in operating activities totaled $17.9 million during the six months ended June 30, 2026. We expect that our existing cash and cash equivalents, along with available borrowing capacity under the Revolving Credit Facility and Term Loan Facility, will be sufficient to support our operations for at least the next 12 months as well as to meet our cash requirements for the longer term.

Previous wording

The borrowing base for the Revolving Credit Facility requires us to maintain collateral in the form of accounts receivable and inventory. Amounts available to us are determined as the lower of (a) the current maximum capacity and (b) the sum of (i) 80% of our gross accounts receivable and (ii) 85% of the liquidation value of inventory, each subject to certain adjustments. The Nonconvertible Debt includes financial and nonfinancial covenant provisions. As of March 31, 2026, we were in compliance with all covenants related to the Nonconvertible Debt. As of March 31, 2026, the maximum remaining capacity under the Revolving Credit Facility was $65.0 million, with $57.2 million available for borrowing based on existing inventory and accounts receivable balances as described by the Credit Agreement.

Current wording

The borrowing base for the Revolving Credit Facility requires us to maintain collateral in the form of accounts receivable and inventory. Amounts available to us are determined as the lower of (a) the current maximum capacity and (b) the sum of (i) 80% of our gross accounts receivable and (ii) 85% of the liquidation value of inventory, each subject to certain adjustments. The Nonconvertible Debt includes financial and nonfinancial covenant provisions. As of June 30, 2026, we were in compliance with all covenants related to the Nonconvertible Debt. As of June 30, 2026, the maximum remaining capacity under the Revolving Credit Facility was $65.0 million, with $58.4 million available for borrowing based on existing inventory and accounts receivable balances as described by the Credit Agreement.

Previous wording

The following table summarizes our cash flows for the years indicated:

Current wording

The following table summarizes our cash flows for the periods indicated:

Previous wording

Net cash used in operating activities of $12.8 million for the three months ended March 31, 2026 was primarily driven by net loss of $15.8 million, non-cash adjustments of $5.1 million, and a net decrease in cash related to changes in operating assets and liabilities of $2.1 million. Non-cash adjustments primarily consisted of stock-based compensation of $4.3 million, inventory adjustments of $0.6 million, depreciation and amortization expense of $0.5 million, and a change in fair value of derivative liability of $0.3 million. Changes in cash flows related to operating assets and liabilities primarily consisted of a $5.8 million increase in accounts receivable driven by growth in our net sales, a $3.9 million increase in prepaid expenses and other assets, primarily due to increases in prepaid insurance and other receivables, and a $3.9 million increase in inventory to support the increase in sales volume. These uses of cash were partially offset by a $11.5 million increase in accounts payable and accrued expenses and other current liabilities, primarily related to third-party manufacturing fees and raw material purchases to support growth in sales volume.

Current wording

Net cash used in operating activities of $17.9 million for the six months ended June 30, 2026 was primarily driven by net loss of $20.8 million, non-cash adjustments of $9.7 million, and a net decrease in cash related to changes in operating assets and liabilities of $6.8 million. Non-cash adjustments primarily consisted of stock-based compensation of $6.8 million, inventory adjustments of $1.9 million, and depreciation and amortization expense of $1.0 million, partially offset by a change in fair value of derivative liability of $0.3 million. Changes in cash flows related to operating assets and liabilities primarily consisted of a $8.2 million increase in accounts receivable driven by growth in our net sales, a $6.8 million increase in inventory to support the increase in sales volume, and a $3.1 million increase in prepaid expenses and other assets, primarily due to increases in prepaid insurance and other receivables. These uses of cash were partially offset by a $11.3 million increase in accounts payable and accrued expenses and other current liabilities, primarily related to third-party manufacturing fees and raw material purchases to support growth in sales volume.

Previous wording

Net cash used in operating activities of $14.5 million for the three months ended March 31, 2025 was primarily driven by net loss of $19.5 million, adjustments of $11.7 million and a net decrease in cash related to changes in operating assets and liabilities of $6.7 million. Adjustments primarily consisted of a change in fair value of derivative liability of $9.7 million, stock-based compensation totaling $0.8 million, a change in fair value of convertible preferred stock warrant liability of $0.5 million, depreciation and amortization expense of $0.3 million, inventory adjustments of $0.2 million, amortization of debt discounts and deferred financing costs of $0.1 million, and interest expense of $0.1 million. Changes in cash flows related to operating assets and liabilities primarily consisted of a $6.5 million increase in inventory to support the increase in sales volume, a $4.4 million increase in accounts receivable due to growth in our net sales and due to the launch of new products in the kids and baby snacking category, and a $2.3 million increase in prepaid expenses and other assets due to increased insurance, marketing, and deferred offering costs. These uses of cash were partially offset by a $6.5 million increase in accounts payable and accrued expenses and other current liabilities primarily related to increased purchases of manufacturing, raw materials costs, accrued trade spend, and accrued marketing costs to support the growth in sales volume.

Current wording

Net cash used in operating activities of $17.2 million for the six months ended June 30, 2025 was primarily driven by net loss of $28.5 million, non-cash adjustments of $22.1 million and a net decrease in cash related to changes in operating assets and liabilities of $10.8 million. Non-cash adjustments primarily consisted of a change in fair value of derivative liability of $17.9 million, stock-based compensation totaling $1.9 million, a change in fair value of convertible preferred stock warrant liability of $0.9 million, depreciation and amortization expense of $0.6 million, inventory adjustments of $0.4 million, amortization of debt discounts and deferred financing costs of $0.3 million, and interest expense of $0.1 million. Changes in cash flows related to operating assets and liabilities primarily consisted of an $11.9 million increase in inventory to support the increase in sales volume, a $8.4 million increase in accounts receivable due to growth in our net sales, and a $1.3 million increase in prepaid expenses and other assets, primarily due to increases in prepaid insurance and deferred taxes. These uses of cash were partially offset by a $10.8 million increase in accounts payable and accrued expenses and other current liabilities primarily related to increased third-party manufacturing fees, raw materials costs, accrued trade spend, and accrued marketing costs to support the growth in sales volume.

Previous wording

For the three months ended March 31, 2026 and 2025, net cash used in investing activities was $1.4 million and $0.5 million, related to purchases of property and equipment used in ongoing operations.

Current wording

For the six months ended June 30, 2026 and 2025, net cash used in investing activities was $2.4 million and $2.0 million, related to purchases of property and equipment used in ongoing operations.

Previous wording

For the three months ended March 31, 2026, net cash provided by financing activities was $103.3 million, primarily consisting of $146.3 million of proceeds from our IPO, net of underwriting discounts and offering costs paid during the period. This source of cash was partially offset by the repayment of our outstanding borrowings under our Credit Agreement of $43.0 million .

Current wording

For the six months ended June 30, 2026, net cash provided by financing activities was $103.0 million, primarily consisting of $145.8 million of proceeds from our IPO, net of underwriting discounts and offering costs paid during the period and $0.2 million in proceeds from the exercise of stock options. This source of cash was partially offset by the repayment of our outstanding borrowings under our Credit Agreement of $43.0 million.

Previous wording

For the three months ended March 31, 2025, net cash provided by financing activities was $14.0 million, which primarily consisted of borrowings on the Term Loan Facility of $14.0 million and proceeds from the exercise of stock options of $0.1 million. These sources of cash were partially offset by payments of deferred offering costs of $0.1 million.

Current wording

For the six months ended June 30, 2025, net cash provided by financing activities was $12.5 million, primarily consisting of $14.0 million in borrowings from existing credit facilities and $0.2 million in proceeds from the exercise of stock options. These sources of cash were partially offset by payments of deferred offering costs of $1.4 million and payments of debt issuance costs of $0.3 million.

Previous wording

The increase in Contribution Margin by 5% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily driven by the aforementioned factors mentioned in the discussion of gross profit in the results of operations above. In addition to changes in our trade spending, our increased order sizes helped reduce freight costs per case, benefiting Contribution Margin.

Current wording

The decrease in Contribution Margin by 3% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily driven by the aforementioned factors mentioned in the discussion of gross profit in the results of operations above. This decrease was partially offset by increased order sizes and increased customer pickups, which reduced freight costs per case and positively impacted Contribution Margin. For the six months ended June 30, 2026 and 2025, Contribution Margin remained consistent.

Previous wording

We calculate Adjusted EBITDA as net loss, adjusted to exclude: (1) change in fair value of derivative liability; (2) change in fair value of convertible preferred stock warrant liability; (3) stock-based compensation, including expense related to the acceleration of certain awards in connection with our IPO; (4) depreciation and amortization; (5) amortization and acceleration of payments under the Spokesperson Agreement (as defined in Note 12, Related- Party Transactions in Part I, Item 1. of this Quarterly Report on Form 10-Q); (6) one-time bonuses related to our IPO; (7) interest expense; (8) interest income; and (9) provision for income taxes.

Current wording

We calculate Adjusted EBITDA as net loss, adjusted to exclude: (1) change in fair value of derivative liability; (2) change in fair value of convertible preferred stock warrant liability; (3) stock-based compensation, including expense related to the acceleration of certain awards in connection with our IPO; (4) depreciation and amortization; (5) amortization and acceleration of certain payments under the Spokesperson Agreement (as defined in Note 12, Related-Party Transactions in Part I, Item 1. of this Quarterly Report on Form 10-Q) for services received in connection with our IPO; (6) one-time bonuses related to our IPO; (7) interest expense; (8) interest income; and (9) provision for income taxes.

Previous wording

Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of the limitations of Adjusted EBITDA include that (1) it does not properly reflect capital commitments to be paid in the future, (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures, (3) it does not consider the impact of stock-based compensation, (4) it does not reflect other non-operating expenses, including interest expense, (5) it does not consider the impact of any derivative liability valuation adjustments, (6) it does not reflect tax payments that may represent a reduction in cash available to us, and (7) it does not consider amortization of payments under the Spokesperson Agreement. In addition, our use of Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner, limiting its usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider Adjusted EBITDA alongside other financial measures, including our net income and other results stated in accordance with GAAP.

Current wording

Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of the limitations of Adjusted EBITDA include that (1) it does not properly reflect capital commitments to be paid in the future, (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures, (3) it does not consider the impact of stock-based compensation, (4) it does not reflect other non-operating expenses, including interest expense, (5) it does not consider the impact of any derivative liability valuation adjustments, (6) it does not reflect tax payments that may represent a reduction in cash available to us, and (7) it does not consider amortization of payments under the Spokesperson Agreement for services received in connection with our IPO. In addition, our use of Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner, limiting its usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider Adjusted EBITDA alongside other financial measures, including our net income and other results stated in accordance with GAAP.

Previous wording

Prior to our initial public offering in February 2026 the fair value of the common stock underlying our stock-based awards was been determined by management with the assistance of third-party valuation specialists using a hybrid approach. Under the hybrid approach, a probability weighting was assigned to both a merger and acquisition (“M&A”) scenario and an initial public offering scenario. For the M&A scenario, management uses the Income Approach and Guideline Public Company (“GPC”) approach to determine the estimated fair value of equity, which was then allocated to the various classes of equity using the Option Pricing Method (“OPM”). Under the OPM, the shares were 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. For the initial public offering scenario, we estimated the exit value upon an initial public offering and then performed a waterfall analysis to systematically allocate the equity value across share classes according to their fully diluted ownership positions.

Current wording

Prior to our initial public offering in February 2026 the fair value of the common stock underlying our stock-based awards was determined by management with the assistance of third-party valuation specialists using a hybrid approach. Under the hybrid approach, a probability weighting was assigned to both a merger and acquisition (“M&A”) scenario and an initial public offering scenario. For the M&A scenario, management uses the Income Approach and Guideline Public Company (“GPC”) approach to determine the estimated fair value of equity, which was then allocated to the various classes of equity using the Option Pricing Method (“OPM”). Under the OPM, the shares were 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. For the initial public offering scenario, we estimated the exit value upon an initial public offering and then performed a waterfall analysis to systematically allocate the equity value across share classes according to their fully diluted ownership positions.

Previous wording

We recognize stock-based compensation expenses related to equity classified awards based on the grant-date fair value of the awards. For awards that vest based only on continued service, we recognize stock-based compensation cost on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. For stock options with performance vesting conditions, we recognize stock-based compensation using an accelerated attribution method when it is probable the performance condition will be achieved. The grant date fair value of stock options that contain service or performance conditions is estimated using the Black-Scholes option-pricing model. The grant date fair value of restricted stock awards that contain service vesting conditions is estimated based on the fair value of the underlying shares on grant date.

Current wording

We recognize stock-based compensation related to equity classified awards based on the grant-date fair value of the awards. For awards that vest based only on continued service, we recognize stock-based compensation cost on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. For stock options with performance vesting conditions, we recognize stock-based compensation using an accelerated attribution method when it is probable the performance condition will be achieved. The grant date fair value of stock options that contain service or performance conditions is estimated using the Black-Scholes option-pricing model. The grant date fair value of restricted stock awards that contain service vesting conditions is estimated based on the fair value of the underlying shares on grant date.

Previous wording

The determination of stock-based compensation cost is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If factors change and different assumptions are used, stock-based compensation expense and net losses could be significantly different.

Current wording

The determination of stock-based compensation cost is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If factors change and different assumptions are used, stock-based compensation and net losses could be significantly different.

Previous wording

We will continue to use judgment in evaluating the expected volatility and expected terms utilized in our stock-based compensation expense calculations on a prospective basis. As we continue to accumulate additional data related to our common stock, we may refine our estimates, which could materially impact our future stock-based compensation. See Note 11 to our unaudited condensed consolidated financial statements in Part I, Item 1. in this Quarterly Report on Form 10-Q for information concerning certain of the specific assumptions we used in applying the Black-Scholes option pricing model to determine the estimated fair value of our stock options granted in the three months ended March 31, 2026 and 2025.

Current wording

We will continue to use judgment in evaluating the expected volatility and expected terms utilized in our stock-based compensation calculations on a prospective basis. As we continue to accumulate additional data related to our common stock, we may refine our estimates, which could materially impact our future stock-based compensation. See Note 11 to our unaudited condensed consolidated financial statements in Part I, Item 1. in this Quarterly Report on Form 10-Q for information concerning certain of the specific assumptions we used in applying the Black-Scholes option pricing model to determine the estimated fair value of our stock options granted in the three and six months ended June 30, 2026 and 2025.

Previous wording

During the three months ended March 31, 2026, we recorded $6.5 million in stock-based compensation. There was an insignificant reduction in net sales associated with stock appreciation rights issued to a customer and no reduction in net sales associated with warrants issued to a customer during the three months ended March 31, 2026.

Current wording

During the three months ended June 30, 2026 and 2025, we recorded $2.5 million and $1.1 million in stock-based compensation. There was $0.1 million and an insignificant reduction in net sales associated with stock appreciation rights issued to a customer and no reduction in net sales associated with warrants issued to a customer during the three months ended June 30, 2026 and 2025.

Previous wording

During the three months ended March 31, 2025, we recorded $0.8 million in stock-based compensation and no reduction in net sales associated with warrants issued to customers as no warrants to customers were issued during that period.

Current wording

During the six months ended June 30, 2026 and 2025, we recorded $9.0 million and $1.9 million in stock-based compensation. There was $0.1 million and an insignificant reduction in net sales associated with stock appreciation rights issued to a customer and no reduction in net sales associated with warrants issued to customers as no warrants to customers were issued during the six months ended June 30, 2026 and 2025.

Previous wording

As of March 31, 2026, there was $12.1 million in unrecognized compensation related to unvested service-based vesting options which is expected to be recognized over a weighted-average period of 3.2 years.

Current wording

As of June 30, 2026, there was $10.7 million in unrecognized compensation related to unvested service-based vesting options which is expected to be recognized over a weighted-average period of 3.0 years.

Previous wording

As of March 31, 2026, there was $10.1 million in unrecognized compensation related to unvested RSUs which is expected to be recognized over a weighted-average period of 2.6 years.

Current wording

As of June 30, 2026, there was $8.9 million in unrecognized compensation related to unvested RSUs which is expected to be recognized over a weighted-average period of 2.4 years.