Once Upon a Farm, PBC

Date of Prospectus: January 27, 2026

Once Upon a Farm, PBC IPO: Growth Story, Risks, and Strategic Analysis for Investors

IPO Snapshot: OFRM Sets the Stage for NYSE Debut

Once Upon a Farm, PBC is launching its initial public offering under the symbol OFRM on the New York Stock Exchange. The company is offering a total of 10,997,209 shares of common stock, with 7,631,537 shares offered by the company and 3,365,672 shares by selling stockholders. The anticipated price range is \$17.00 to \$19.00 per share, with an assumed midpoint of \$18.00 per share.

Total shares outstanding post-IPO: 40,231,814 (or 41,881,395 if the underwriters exercise their overallotment option in full).

Greenshoe (overallotment) option: Up to 1,649,581 additional shares, exercisable within 30 days of the prospectus date.

Dividend policy: The company does not anticipate paying cash dividends post-IPO and for the foreseeable future. Future dividends will depend on board discretion, financial performance, and debt covenants.

Use of Proceeds: Growth Initiatives and Deleveraging

Once Upon a Farm, PBC expects to raise approximately \$111.7 million in net proceeds at the \$18.00 per share midpoint (or \$139.3 million if the greenshoe is fully exercised). The company’s intended use of proceeds is as follows:

• \$43.0 million to repay outstanding borrowings under its Revolving Credit Facility (outstanding as of September 30, 2025: \$29.0 million)
• \$25.0 million for purchasing new equipment to expand operations
• \$7.0 million as cash consideration related to a Spokesperson Agreement, contingent on IPO completion
• \$1.6 million to settle vested Stock Appreciation Rights (SARs) for employees
• Remainder for general corporate purposes

This allocation highlights a dual focus: strengthening the balance sheet via debt reduction and enabling growth through capex and operational investment. A substantial portion of proceeds are earmarked for expansion and infrastructure, supporting a growth-driven narrative.

Placement Breakdown and Shareholder Offer

• Primary shares (new issuance): 7,631,537
• Secondary shares (existing stockholders): 3,365,672
• No mention of private placement, cornerstone, anchor, or employee allocation tranches in the prospectus.

Investor Participation and Book Quality

No anchor, cornerstone, or institutional investors by name or allocation tranches are disclosed. There are no explicit oversubscription or book quality metrics provided. Existing stockholders have agreed to lock-up periods, which may support aftermarket price stability.

Deal Parties, Syndicate Structure, and Underwriting Support

Lead underwriters and bookrunners:

• Goldman Sachs & Co. LLC
• J.P. Morgan Securities LLC
• BofA Securities, Inc.
• William Blair & Company, L.L.C.
• Barclays Capital Inc.
• Evercore Group L.L.C.
• Deutsche Bank Securities Inc.
• Oppenheimer & Co. Inc.
• TD Securities (USA) LLC
• Drexel Hamilton, LLC
• Siebert Williams Shank & Co., LLC

Greenshoe (over-allotment) option: 1,649,581 shares available for 30 days post-offer, which can help stabilize the stock post-listing. The syndicate structure, with multiple top-tier global banks, indicates broad underwriting support and potentially robust initial market making.

Company Overview: Business Model, Markets, and Management

Once Upon a Farm, PBC is a public benefit corporation focused on driving systemic change in childhood nutrition by providing real, organic, farm-fresh food for babies and children. The company’s products are made with no added sugar, no preservatives, and nothing artificial.

• Key Products: Organic foods for babies and children, including baby’s first bites and school-ready snacks.
• Business Model: Innovative, nutrient-packed, ready-to-eat foods targeting on-the-go parents and health-conscious families.
• Revenue Streams: Sales of branded organic food products through retail and possibly direct-to-consumer channels (inferred from business description).
• Geographies: Primarily United States (no international data disclosed).

Industry Position: The company describes itself as a “rapidly growing leader in modern childhood nutrition.” No exact market share or ranking figures are provided.

Key Management:

• John Foraker, Co-Founder and Chief Executive Officer
• Other named executives and board detailed in prospectus but not individually described in this summary

Financial Health: Revenue, Profitability, and Cash Flow

Summary financials (pro forma, unaudited):

Key Observations:

• The company has not yet achieved profitability and is currently loss-making.
• Proceeds from the IPO will eliminate all nonconvertible debt, strengthening the balance sheet.
• Cash position post-offering is expected to be robust, supporting planned growth initiatives.

Market Position and Competitive Advantages

Once Upon a Farm, PBC positions itself as a pioneer in healthy, organic childhood nutrition, leveraging clean-label products and transparent sourcing as differentiators. The company owns several trademarks, including “Once Upon a Farm,” “A Better Story Starts Here,” and “Farm-Fresh Taste Grows Here.”

Industry Size: The prospectus references external research on market size and opportunity but does not disclose specific dollar values for the sector or the company’s market share.

Trends, Timing, and Market Environment

Sector Trends: The company sees strong consumer demand for organic, plant-rich, and clean-label foods, especially among parents and caregivers. Broader health and wellness trends support category growth.

Timing: The IPO is launching as soon as practicable after the registration becomes effective in 2026. No specific listing date is disclosed in the document.

Economic Conditions: The company acknowledges macroeconomic uncertainty and notes that economic conditions in the United States may impact demand for its products.

Recent Developments: No recent M&A, major new product launches, or industry events are detailed in the document.

Risk Factors: Material Risks for Investors

Key risk factors disclosed include:

• Product contamination, recalls, or safety rumors could lead to adverse PR, recalls, or liabilities
• Supply chain disruptions, ingredient and commodity price volatility
• Dependence on a limited number of suppliers and customers (with several customers representing >10% of sales or receivables)
• IT system risks, including AI reliability and cybersecurity
• Management and key personnel retention, including co-founders
• Regulatory compliance (food safety, environmental, and industry-specific laws)
• Significant government regulation exposure
• Risks associated with being a public benefit corporation, including the duty to balance stakeholder interests, which may not maximize shareholder value
• Potential for increased costs and complexity as a new public company, including Sarbanes-Oxley compliance
• Liquidity risks if an active trading market fails to develop or is volatile
• Customer concentration: In 2025, Customer A accounted for 24% of nine-month revenue, with other customers representing 12-14%

Legal contingencies, FX, or commodity risks are not quantified.

Growth Strategy: Expansion, Investment, and Market Leadership

• Expand production capacity and capabilities with new equipment purchases (\$25 million of IPO proceeds allocated)
• Strengthen the balance sheet by repaying debt (\$43 million of proceeds)
• Invest in brand and market presence, including a major Spokesperson Agreement (\$7 million cash consideration)
• Continue developing innovative organic food products for children
• General corporate purposes for flexibility and opportunistic investments

Ownership and Lock-Ups: Shareholding and Employee Equity

• Pre-IPO: Existing investors (including preferred shareholders) will own 81% of the company post-IPO if the underwriters’ option is not exercised (diluted to 77.8% if fully exercised).
• Post-IPO: New investors will own 19% (or 22.2% if the greenshoe is fully exercised).
• Lock-up: All directors, executive officers, selling stockholders, and substantially all other stockholders have agreed to a 180-day lock-up from the date of the prospectus.
• Employee Equity: The company will implement a 2026 Omnibus Incentive Plan, reserving up to 10% of post-IPO outstanding shares for equity compensation.

Valuation and Peer Comparison

No peer symbols or specific peer valuation metrics (P/E, P/B, EV/EBITDA, etc.) are disclosed. The prospectus does not include a peer table or comparable IPO data.

Pro forma net tangible book value per share post-IPO: \$3.11, implying a dilution of \$14.89 per share at an \$18.00 offer price. Existing investors have a much lower average cost basis (\$3.27 per share) compared to new investors (\$18.00 per share).

Research and Analyst Opinions

No analyst price targets, ratings, or external research opinions are included in the document.

Listing Outlook: First-Day Performance and Investment Prospects

Inferred from prospectus data:

• Strong underwriter syndicate and a robust greenshoe option suggest aftermarket support and price stabilization mechanisms.
• The company is not yet profitable, with a significant accumulated deficit, but proceeds are being used to eliminate debt and fund growth, de-risking the balance sheet.
• High customer concentration and the lack of profitability are notable risks.
• Lock-up agreements covering all major holders restrict immediate secondary supply, which may support price stability in the first 180 days.
• Sector tailwinds (organic, healthy food) and the company’s branding may attract investor interest, but the initial dilution is substantial and the offer price represents a significant premium to book value.

Overall, the IPO has attributes of a growth-driven, venture-backed consumer IPO with strong underwriter backing, but its loss-making status and customer concentration risks must be weighed. If investor enthusiasm for health and wellness IPOs remains strong, OFRM could see a solid debut. However, the magnitude of dilution and lack of current profits suggest volatility is possible. First-day trading is likely to be active and could see a modest premium to the offer price if market conditions are favorable.

Prospectus Access

For more information, visit www.sec.gov and search for Once Upon a Farm, PBC filings.