Form 8-K

8-K — Once Upon a Farm, PBC

Accession: 0001696556-26-000024

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001696556

SIC: 2000 (FOOD & KINDRED PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ofrm-20260806.htm (Primary)

EX-99.1 (ofrm-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ofrm-20260806.htm · Sequence: 1

8-K

0001696556false00016965562026-08-062026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 06, 2026

Once Upon a Farm, PBC

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-43108

47-3648280

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

950 Gilman Street, Suite 100

Berkeley, California

94710

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 983-1606

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

OFRM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2026, Once Upon a Farm, PBC, a Delaware public benefit corporation (the “Company”), issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 2.02.

The information furnished in this Item 2.02, including the press release incorporated into this Item 2.02, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1

Press Release issued by Once Upon a Farm, PBC on August 6, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ONCE UPON A FARM, PBC

Date: August 6, 2026

By:

/s/ Chris Folena

Name:

Chris Folena

Title:

Chief Accounting Officer

EX-99.1

Filename: ofrm-ex99_1.htm · Sequence: 2

EX-99.1

Once Upon a Farm Reports Second Quarter 2026 Financial Results

Second quarter net sales increased 42% year-over-year to $85 million

Raising 2026 net sales outlook to $327 million to $335 million

Raising 2026 Adjusted EBITDA outlook to $3 million to $4.5 million

BERKELEY, Calif., August 6, 2026 – Once Upon a Farm, PBC (NYSE: OFRM) (or the “Company”), a leading high-growth company driving systemic improvement in childhood nutrition, today announced financial results for the second quarter ended June 30, 2026.

Second Quarter 2026 Financial Highlights Compared to Prior Year Period

•

Net sales increased 42.3% to $85.4 million

•

Gross margin of 35.9% compared to 40.7%

•

Net loss of $5.0 million compared to a net loss of $9.0 million

•

Adjusted EBITDA1 loss of $1.7 million compared to Adjusted EBITDA of $2.0 million

“We delivered another quarter of high-quality, volume-led growth, with net sales increasing 42% year over year,” said John Foraker, CEO and co-founder of Once Upon a Farm. “Distribution continues to expand, velocities remain strong across our portfolio, and cooler productivity is increasing as awareness grows, assortments broaden and newer cooler cohorts mature. Our innovation is proving highly incremental to both Once Upon a Farm and the categories in which we compete, bringing new consumers into the brand and increasing engagement among existing households. These results are reflected in strong consumption trends and continued gains in household penetration, repeat and buy rate. Based on our second quarter performance, underlying consumer trends and confidence in our ability to execute, we are raising our full-year outlook for both net sales and Adjusted EBITDA. We believe this combination of expanding household reach, strengthening consumer loyalty and increasing productivity positions Once Upon a Farm to deliver durable growth and meaningful long-term profitability.”

Second Quarter 2026 Results

Net sales increased $25.4 million, or 42.3%, to $85.4 million for the second quarter of 2026, compared to $60.0 million in the prior year period. The increase in net sales was driven by a 40.3% increase in volume growth reflecting incremental distribution of existing products and new product introductions.

Gross profit was $30.6 million, or 35.9% of net sales, for the second quarter of 2026, compared to $24.5 million, or 40.7% of net sales, in the prior year period. The 485 basis point decrease in gross profit as a percentage of net sales was driven by trade spend, including a national program in the club channel, and mix, partially offset by pricing and lower slotting fees related to coolers.

Selling, general and administrative (“SG&A”) expenses were $36.3 million for the second quarter of 2026, compared to $24.4 million for the prior year period. Approximately $3.5 million in SG&A expense was attributable to stock-based compensation, as well as performance payments related to our IPO. SG&A expenses as a percentage of net sales increased by 179 basis points to 42.5% in the second quarter of 2026 compared to 40.7% in the prior year period, reflecting stock-based compensation, as well as performance payments related to our IPO along with higher marketing, labor and employee costs as a percentage of net sales, partially offset by lower logistics costs.

Net loss was $5.0 million for the second quarter of 2026 compared to a net loss of $9.0 million in the prior year period. The decrease in net loss was primarily driven by the elimination of the non-cash change in fair value of a derivative liability compared to the prior year period, higher gross profit and higher interest income, partially offset by higher SG&A expenses.

Adjusted EBITDA1 loss was $1.7 million for the second quarter of 2026 compared to Adjusted EBITDA of $2.0 million in the prior year period. The decrease in Adjusted EBITDA was primarily driven by the higher SG&A expenses.

Balance Sheet

As of June 30, 2026, the Company had cash and cash equivalents of $93.5 million and no debt, compared to $10.9 million of cash and cash equivalents and total debt of $60.2 million as of December 31, 2025. The increase in net cash and decrease in total debt reflect the application of proceeds from the Company’s IPO in February 2026.

Full Year 2026 Outlook

For full year 2026, the Company expects:

•

Net sales of $327 million to $335 million, representing growth of 36% to 39% versus 2025

•

Adjusted EBITDA of $3 million to $4.5 million

Outlook is based on information as of today, August 6, 2026, and may be impacted by factors outside the Company’s control. See “Forward-Looking Statements” below.

The Company is unable to provide a reconciliation for forward-looking outlook of Adjusted EBITDA to net income (loss), the most closely comparable GAAP measure without unreasonable effort, because certain material reconciling items, such as depreciation and amortization, interest expense, interest income, and provision for income tax, cannot be estimated due to factors outside of the Company’s control and could have a material impact on the reported results.

1 Adjusted EBITDA is a non-GAAP financial measure. See "Non-GAAP Measures" for how the Company defines this measure and the financial tables that accompany this press release for a reconciliation of this measure to the most closely comparable GAAP measure.

Conference Call and Webcast Details

To participate in the live earnings call at 5:00 pm Eastern Time today, listeners in the U.S. may dial (844) 826-3033 and international listeners may dial (412) 317-5185. The live audio webcast will be accessible in the “IR Calendar” section of the Company’s Investor Relations website at https://ir.onceuponafarmorganics.com or directly here.

About Once Upon a Farm

Once Upon a Farm, PBC (NYSE: OFRM) is redefining the organic kids’ food category and shaping the future of food. Guided by its mission to drive systemic improvement in childhood nutrition for a happier, healthier, more equitable world, the Company offers a portfolio of crave-worthy snacks and meals designed for children from babies through big kids. Our Once Upon a Farm products are organic, non-GMO, contain no added processed sugar and are free from artificial flavors and colors – just simple, real, nutritious food kids ask for and parents trust. For more information visit www.onceuponafarmorganics.com, follow @onceuponafarm on Instagram, Facebook and TikTok.

Contacts

Investors:

Brian Holland

Vice President of Investor Relations

brian.holland@uponafarm.com

OFARMIR@icrinc.com

Media:

Jessica Liddell, ICR

Kate Schneiderman, ICR

OFARMPR@icrinc.com

Non-GAAP Financial Measures

Adjusted EBITDA

The Company calculates 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; (4) depreciation and amortization; (5) amortization of certain payments under the Spokesperson Agreement 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. The Company believes that Adjusted EBITDA provides meaningful supplemental information regarding its operating performance and facilitates internal comparisons of its historical operating performance on a more consistent basis by excluding certain items that may not be indicative of its business, results of operations, or outlook. In particular, the Company believes that the use of Adjusted EBITDA is helpful to the Company’s investors as it is a measure used by management in assessing the health of its business, determining incentive compensation, and evaluating its operating performance, as well as for internal planning and forecasting purposes.

Forward-Looking Statements

This press release and the related conference call contain forward-looking statements that reflect the Company’s expectations or beliefs regarding future events. In some cases, forward-looking statements can identified by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “positioned,” “plan,” “predict,” “project,” “potential,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology. In particular, statements about the Company’s 2026 outlook, future growth prospects, growth of market share, growth strategy, the markets in which it operates, including the growth of our various markets, statements about potential new products and product innovation, and its expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance, are forward-looking statements. These forward-looking statements, including expectations and projections about future matters, are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that such statements involve numerous risks and uncertainties and are subject to variables that could impact the Company’s future performance. These statements are based on management’s views and assumptions at the time they are made and are not guarantees of future performance. Actual future events and performance may differ materially from the expectations reflected in our forward-looking statements. The Company does not undertake any obligation to update forward-looking statements.

A variety of factors could materially affect future outcomes, including, but not limited to: adverse public relations, product recalls, and product liability claims; factors outside of the Company’s and its suppliers’ control that disrupt its operations or impact the inputs, commodities, and ingredients used in its business; the failure to manage the supply chain effectively; the availability of natural, plant-rich, and organic ingredients; the failure to increase our cooler count or lack of productivity in our cooler base; the ability to protect personal, proprietary, and confidential information and prevent security incidents; damage to the reputation of the Company, products, management team, or co-founders; adverse weather conditions, natural disasters, pestilence, climate change, and other conditions beyond the Company’s control that could disrupt its operations; the failure to retain and motivate the Company’s management team or other key team members, including our co-founders; the Company’s reliance on a limited number of independent contract manufacturers and suppliers; changing consumer preferences, perceptions, and spending habits; changes in global trade policy, including the imposition of tariffs on certain goods imported into the United States of America, uncertainty regarding the timing and amount of any tariff refund payments, or resultant trade wars that may lead to reduced economic activity, increased costs, reduced demand and changes in retail consumer purchasing behaviors for some or all of our products, or other potentially adverse economic outcomes; the failure to successfully pursue growth or implement the Company’s growth strategy on a timely basis or at all; disruptions in the worldwide economy; the inability to compete successfully in our highly competitive markets; damage or disruption at any facility where finished goods inventory is located; inability to expand existing customer relationships and acquire new customers; inability to implement initiatives to improve productivity and streamline operations to control or reduce costs; inability to achieve or sustain profitability; the ability of our information technology systems, including artificial intelligence technologies, to perform adequately and accurately; changes in tax laws; volatility of the market price of the common stock; and the other factors set forth in the Company’s filings with the Securities and Exchange Commission, including under Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K and Part II, Item IA. “Risk Factors” in our Quarterly Reports on Form 10-Q.

This list is not exhaustive and is intended for illustrative purposes only. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Once Upon a Farm, PBC

Condensed Consolidated Balance Sheets

(In thousands)

June 30,

December 31,

2026

2025

Assets

(Unaudited)

Current assets:

Cash and cash equivalents

93,541

10,860

Accounts receivable, net

36,959

28,783

Inventory

51,887

46,981

Prepaid expenses and other current assets

4,727

15,520

Total current assets

187,114

102,144

Property and equipment, net

9,794

8,903

Intangible assets, net

522

561

Goodwill

4,244

Other non-current assets

955

567

Total assets

202,629

116,419

Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Current liabilities:

Accounts payable

16,005

19,606

Accrued expenses and other current liabilities

30,675

24,269

Total current liabilities

46,680

43,875

Nonconvertible debt, net

—

43,000

Convertible notes

—

17,214

Derivative liability

—

32,413

Other non-current liabilities

667

2,017

Total liabilities

47,347

138,519

Convertible preferred stock

—

101,967

Stockholders’ equity (deficit):

Common stock

Additional paid-in capital

311,776

11,669

Accumulated deficit

(156,498

)

(135,737

)

Total stockholders’ equity (deficit)

155,282

(124,067

)

Total liabilities, convertible preferred stock and stockholders’ equity (deficit)

202,629

116,419

Once Upon a Farm, PBC

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except share and per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net sales

85,392

60,017

158,112

110,620

Cost of goods sold

54,743

35,564

97,785

67,074

Gross profit

30,649

24,453

60,327

43,546

Selling, general and administrative expenses

36,288

24,433

82,116

52,713

Income (loss) from operations

(5,639

)

(21,789

)

(9,167

)

Other income (expense):

Interest expense

(49

)

(660

)

(469

)

(1,183

)

Interest income

835

1,334

194

Change in fair value of derivative liability

—

(8,180

)

340

(17,860

)

Other expense, net

(132

)

(528

)

(135

)

(985

)

Total other income (expense)

654

(9,295

)

1,070

(19,834

)

Net loss before income tax provision

(4,985

)

(9,275

)

(20,719

)

(29,001

)

Income tax (provision) benefit

237

(42

)

497

Net loss

(4,950

)

(9,038

)

(20,761

)

(28,504

)

Net loss per share attributable to common stockholders:

Basic and diluted

(0.12

)

(1.36

)

(0.60

)

(4.30

)

Weighted-average shares used in computing net loss per share attributable to common stockholders:

Basic and diluted

41,934,553

6,652,399

34,454,883

6,624,282

Once Upon a Farm, PBC

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

Six Months Ended June 30,

2026

2025

OPERATING ACTIVITIES

Net loss

(20,761

)

(28,504

)

Adjustments to reconcile net loss to net cash used in operating activities:

Change in fair value of derivative liability

(340

)

17,860

Change in fair value of convertible preferred stock warrant liability

(13

)

928

Change in fair value of SARs liability

Stock-based compensation

6,809

1,898

SARs issued to a customer recorded as a reduction to revenue

109

Inventory adjustments

1,877

441

Depreciation and amortization

1,049

554

Amortization of debt discounts and deferred financing costs

284

Non-cash interest

149

Changes in operating assets and liabilities:

Accounts receivable

(8,176

)

(8,414

)

Inventory

(6,783

)

(11,931

)

Prepaid expenses and other assets

(3,093

)

(1,326

)

Accounts payable

(689

)

7,546

Accrued expenses and other liabilities

11,950

3,309

Net cash used in operating activities

(17,861

)

(17,173

)

INVESTING ACTIVITIES

Purchase of property and equipment

(2,429

)

(2,024

)

Net cash used in investing activities

(2,429

)

(2,024

)

FINANCING ACTIVITIES

Proceeds from issuance of common stock

155,366

—

Proceeds from term loan facility

—

14,000

Proceeds from exercise of stock options

246

231

Payment of debt issuance costs

—

(253

)

Repayment of line of credit

(43,000

)

—

Payment of offering costs

(9,641

)

—

Payment of deferred offering costs

—

(1,428

)

Net cash provided by financing activities

102,971

12,550

Net change in cash and cash equivalents

82,681

(6,647

)

Cash and cash equivalents, beginning of period

10,860

17,306

Cash and cash equivalents, end of period

93,541

10,659

Once Upon a Farm, PBC

Non-GAAP Financial Measures

(Unaudited)

(In thousands)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Reconciliation of Net Income (Loss) to Adjusted EBITDA

Net loss

(4,950

)

(9,038

)

(20,761

)

(28,504

)

Change in fair value of derivative liability (1)

—

8,180

(340

)

17,860

Change in fair value of convertible preferred

stock warrant liability (1)

—

464

(13

)

928

Stock-based compensation

2,471

1,093

8,973

1,898

Depreciation and amortization

574

297

1,049

554

Amortization and acceleration of Spokesperson

Agreement expense for services received

in connection to the IPO

—

649

5,405

1,298

IPO transaction bonus

1,000

—

1,699

—

Interest expense

660

469

1,183

Interest income

(835

)

(73

)

(1,334

)

(194

)

Provision (benefit) for income tax

(35

)

(237

)

(497

)

Adjusted EBITDA

(1,726

)

1,995

(4,811

)

(5,474

)

(1) Amount reflects the change in fair value of derivative liability related to Convertible Notes and change in fair value of convertible preferred warrant liability related to the Company’s Nonconvertible Debt.

Supplemental Information

(Unaudited)

Supplemental Sales Detail

The following table presents disaggregated net sales by product category for the periods indicated (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Kid

Pouches

36,271

29,928

65,648

58,203

Snacks

7,640

6,145

12,412

10,270

Total Kid

43,911

36,073

78,060

68,473

Baby

Pouches

11,290

6,466

22,763

11,961

Snacks

29,639

16,802

56,411

28,884

Other

552

676

878

1,302

Total Baby

41,481

23,944

80,052

42,147

Total net sales

85,392

60,017

158,112

110,620

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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