Once Upon a Farm, PBC

Current report

As contemplated in the IPO final prospectus dated February 9, 2026, we used all of the proceeds from the IPO to (i) repay $43.0 million of outstanding borrowings under the Revolving Credit Facility, (ii) to pay approximately $7.0 million of cash consideration in connection with the Spokesperson Agreement, and (iii) to settle approximately $2.2 million of vested SARs issued to certain employees, using approximately $52.2 million of the proceeds. The Company plans to use the remaining net proceeds for the purchase of an additional $25.0 million of new equipment for operations and general corporate purposes.

Previous report

The inputs, commodities, and ingredients that we require are subject to macroeconomic factors, government regulation, and other factors outside of our and our suppliers’ control, including, but not limited to, price increases, inflationary and interest rate pressures, tariffs, trade wars, product or agricultural industry labor shortages, livestock disease or pestilence, any of which could adversely affect our results of operations.

Previous report

Prices for our inputs, commodities, and ingredients that we use may be volatile, and we may experience shortages in these items due to factors beyond our control, such as commodity market fluctuations, animal feed and plant fertilizer costs, availability of supply, increased demand (whether for the item we require or for other items, which in turn impacts the item we require), weather patterns and conditions, natural disasters, the effects of climate change, currency fluctuations, inflationary and/or interest rate pressures, governmental programs and regulations (including import restrictions), trade and tariff policies, agricultural programs or issues, energy programs, geopolitical concerns, including the ongoing conflict between Ukraine and Russia and the February 2026 hostilities involving the United States, Israel, and Iran (including potential escalation, retaliatory measures, sanctions regimes, and disruptions to regional trade and energy supply routes such as the Strait of Hormuz), labor strikes and shortages, the financial health of our suppliers, and pandemics or other outbreaks of contagious diseases. For instance, 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. The conflict involving Iran has contributed to increased volatility in global energy markets and shipping lanes, which may further elevate fuel and freight surcharges and certain input and packaging prices or premiums demanded by suppliers. Such elevated commodity and supply chain costs and inflation levels did not have a material impact on our results of operations for the years ended December 31, 2025 or 2024. As of March 31, 2026, we have not experienced direct supply interruptions specifically attributable to the Iran conflict; however, we have observed periodic increases in transportation-related costs and extended lead times on certain materials, and the ultimate impact of the conflict on our business, financial condition, and results of operations remains uncertain and could be material. Our ability to meet our needs for these inputs while controlling for the applicable costs is subject to external factors, such as employment levels, prevailing wage rates, minimum wage legislation, changing demographics, health and other insurance costs, and governmental labor and employment requirements. See Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting our Performance—Macroeconomic and Geopolitical Uncertainty and Supply Chain Costs.”

Previous report

Uncertainty around potential tariffs, embargoes, or similar restrictions could cause disruption in our supply chain, whether or not any such tariffs, embargoes, or similar restrictions are ultimately enacted, and could have a negative material impact on our business and our profitability. 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 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. In addition, government actions taken in response to the Iran conflict—including new or expanded sanctions, export controls, or restrictions on financial transactions—could limit the availability of certain inputs, raise compliance and insurance costs, or require us or our suppliers to adjust sourcing, pricing, and logistics in ways that may not fully mitigate higher costs or delays. If allowed to become or remain effective, these or any new or increased tariffs or resultant trade wars could have an adverse effect on us or on our suppliers, which could lead to significant increases in the costs of materials, and as a result could negatively impact our results of operations, cash flow, and financial condition. 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. Heightened geopolitical risk and rerouting of global shipping traffic could also constrain capacity on lanes we rely on for cross border shipments from these regions, increasing transit times and costs.

Previous report

Further, our freight costs have increased and may continue to increase due to factors such as inflation and increased demand, labor shortages, increased fuel costs, limited carrier availability, increased compliance costs associated with new or changing government regulations, pandemics, or other outbreaks of contagious diseases. Geopolitical conflict, including the hostilities involving Iran, may exacerbate fuel price volatility, maritime security risks, war risk surcharges and insurance premiums, carrier capacity constraints, and congestion or closures affecting key trade corridors. Higher prices for natural gas, propane, electricity, and fuel may also increase our ingredient, production, and delivery costs. Historically, the prices of certain of our raw materials, energy, and other supplies used in our business have fluctuated widely. In addition, we have experienced shortages of certain of our raw materials, which result in us paying increased costs for such inputs and impact our ability to produce our products. Production delays could lead to reduced sales volumes and profitability, as well as loss of market share. The prices charged for our products may not reflect changes in our input costs at the time they occur, or at all. Accordingly, changes in input, commodity, and ingredient costs may limit our ability to maintain existing margins and may have a material adverse effect on our business, financial condition, results of operations, and cash flows. If we are not able to implement our productivity initiatives, lock in prices on quantities required to meet our anticipated production requirements or increase our product prices to offset price increases of our inputs, commodities, and ingredients, consumers may shift to lower priced product offerings, or may forego some purchases altogether, which would adversely affect our results of operations. Our competitors may be better able than we are to implement productivity initiatives or effect price increases or to otherwise pass along cost increases to their customers. Moreover, if we increase our prices in response to increased costs, we may need to increase marketing spending, including trade promotion spending, in order to retain our market share. Such increased marketing spending may significantly offset the benefits, if any, of any price increase and materially and adversely impact our business, financial condition, and results of operations. In addition, cyberattacks and other malicious activity by state or non state actors in connection with the conflict could disrupt our suppliers, logistics partners, or key utilities on which we depend, which could further increase costs, extend lead times, or reduce our ability to meet demand.

Previous report

If we do not manage our supply chain effectively, including inventory levels and transportation services, our business, financial condition, and results of operations may be adversely affected.

Previous report

Our supply chain is complex and critical to our ability to manufacture, package, transport, and sell products. The inability of any supplier, co-packer, co-manufacturer, third-party distributor, or transportation provider to deliver or perform for us in a timely or cost-effective manner for any reason could cause our operating costs to increase and our profit margins to decrease. We must continuously monitor our inventory and product mix against forecasted demand or risk having inadequate supplies to meet consumer demand and customer expectations, as well as having too much inventory on hand that may reach its expiration date and become unsaleable. In addition, if we are unable to maintain and develop our processing, manufacturing, and production capacity as we continue to grow and scale our business, we may face higher rates of out of stock products, which may result in customer order cancellations and overall customer dissatisfaction, and may cause us to lose certain opportunities or damage our relationships with our retail customers. If we are unable to manage our inventory levels effectively and ensure that our products are available to meet consumer demand and customer expectations or requirements, our operating costs could increase and our profit margins could decrease.

Previous report

Further, changes in the availability and cost of freight may affect our supply chain and ultimately the pricing and availability of our products. We use third-party transportation providers for our product shipments and rely on a limited number of primary providers for almost all of our shipments. Transportation services include scheduling and coordinating transportation of finished products to our customers, shipment tracking, and freight dispatch services. Our use of transportation services for shipments is subject to risks, including increases in fuel prices, which would increase our shipping costs and employee strikes and inclement weather, which may impact the ability of providers to provide delivery services that adequately meet our shipping needs, including keeping our products adequately refrigerated during shipment. Geopolitical conflicts and tensions, including the February 2026 hostilities involving the United States, Israel, and Iran, may disrupt global trade routes, reduce carrier availability, and increase war risk and insurance premiums or security requirements for certain ocean and air corridors (for example, where traffic is exposed to potential restrictions or hostilities affecting the Strait of Hormuz), leading to longer transit times, higher freight rates, and increased risk of schedule unreliability. Any such change could cause us to incur costs and expend resources. Our failure to successfully manage our logistics and fulfillment processes could cause a significant disruption in our supply chain. Moreover, in the future, we may not be able to obtain terms as favorable as those we receive from the third-party transportation providers that we currently use, which in turn would increase our costs and thereby adversely affect our business, financial condition, and results of operations. In addition, given our continued growth, we may be unable to locate other third-party transportation providers with favorable terms or at all, which could prevent us from meeting increased customer demand and harm our business. We could also experience indirect effects if our contract manufacturers, suppliers, including co-packers are affected by sanctions, cyber incidents, labor shortages, or security events tied to the conflict, any of which could impair their ability to source inputs, insure shipments, or meet service level commitments to us.

Previous report

There has been no material change in the planned use of proceeds from our IPO as described in the final prospectus dated February 9, 2026, as filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act (Registration No. 333-290577).