Sec Form 3 Filing - Foraker John M. @ Once Upon a Farm, PBC - 2026-02-05

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Foraker John M.
2. Issuer Name and Ticker or Trading Symbol
Once Upon a Farm, PBC [ OFRM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O ONCE UPON A FARM, PBC, 950 GILMAN STREET, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
02/05/2026
(Street)
BERKELEY, CA94710
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 886,754 I By the John & Beth Foraker Revocable Trust
Common Stock 72,463 I By the Mary Kate Foraker Irrevocable Trust
Common Stock 72,463 I By the Patrick Foraker Irrevocable Trust
Common Stock 72,463 I By the Jack Foraker Irrevocable Trust
Common Stock 72,463 I By the Caroline Foraker Irrevocable Trust
Common Stock 600,478 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 59,092 I By the John & Beth Foraker Revocable Trust
Series A-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 133,294 I By the John & Beth Foraker Revocable Trust
Series B-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 96,118 I By the John & Beth Foraker Revocable Trust
Series B-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 103,037 I By the John & Beth Foraker Revocable Trust
Series C-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 57,372 I By the John & Beth Foraker Revocable Trust
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 24,179 I By the John & Beth Foraker Revocable Trust
Employee Stock Options (right to buy) ( 2 ) $ 4.12 ( 3 ) 05/22/2033 Common Stock 540,654 D
Employee Stock Options (right to buy) ( 2 ) $ 8.75 ( 4 ) 02/28/2035 Common Stock 286,895 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Foraker John M.
C/O ONCE UPON A FARM, PBC
950 GILMAN STREET, SUITE 100
BERKELEY, CA94710
X See Remarks
Signatures
/s/ Genevieve Kelly, as Attorney-in-fact 02/05/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The preferred stock of Once Upon a Farm, PBC (the "Issuer") has no expiration date and is convertible at the reporting person's election into the Issuer's common stock. As of the closing of the Issuer's initial public offering, the preferred stock will automatically convert, for no additional consideration, into common stock of the Issuer.
( 2 )Represents stock options granted pursuant to the Once Upon a Farm, PBC 2021 Omnibus Incentive Plan.
( 3 ) Stock options vest and become exercisable in 48 equal monthly installments beginning on May 23, 2023, subject to the reporting person's continued service with the Issuer on each such date.
( 4 )Stock options vest and become exercisable in 48 equal monthly installments beginning on March 1, 2025, subject to the reporting person's continued service with the Issuer on each such date.

Remarks:
Chief Executive Officer, Co-Founder and Chair Exhibit List - Exhibit 24.1 - Power of Attorney

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