Once Upon a Farm, PBC

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent Sales of Unregistered Equity Securities

None.

Issuer Purchases of Equity Securities

None.

Use of Proceeds

On January 30, 2026, our Registration Statement on Form S-1 (File No. 333-290577) relating to our initial public offering (the “IPO”) was declared effective by the SEC. On February 9, 2026, we completed our IPO of 7,631,537 shares of our 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. We received approximately$138.5 million in proceeds, net of underwriting discounts and commissions and offering costs. In connection with the IPO, certain of our stockholders (the “Selling Stockholders”) sold 3,365,672 shares of common stock. We did not receive any of the proceeds from the sale of shares by the Selling Stockholders.

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.