OFRM 10-K & 10-Q changes, risk factors and insider trading
Once Upon a Farm, PBC · NYSE · Food And Kindred Products · CIK 1696556 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 16, 2026 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 7, 2026 (the “Quarterly Report”). There have been no material changes to the risk factors disclosed in our Annual Report or the Quarterly Report.
Removed heading “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.”
Removed heading “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.”
Largest changes
“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 …”see in full comparison
“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.”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
“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.”see in full comparison
Full comparison: every changed paragraph (8)
For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026.2026 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 7, 2026 (the “Quarterly Report”). There have been no material changes to the risk factors disclosed in our Annual Report or the Quarterly Report. Except as noted below:
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.
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.”
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.
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.
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.
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.
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.
Management's Discussion & Analysis (MD&A)
Removed heading “Liquidity and Capital Resources”
Largest changes
“Following the February 2026 ruling, and effective on April 20, 2026, the U.S. Customs and Border Protection launched a platform for importers of record to begin submitting IEEPA tariff refund requests. The imposition of new tariffs (or uncertainty regarding the timing and amount of any tariff refund payments) remains uncertain as the situation is dynamic and rapidly evolving. See Note 2 (Summary of Significant Accounting Policies – Vendor Rebates) of our unaudited condensed consolidated financial statements. …”see in full comparison
Uncertainty in the macroeconomic environment resulting from geopolitical and economic instability, including the imposition of tariffs, embargoes, or similar restrictions could cause disruption in our supply chain. 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 International Emergency Economic Powers Act (“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. On July 24, 2026, the U.S. presidential administration imposed additional tariffs on certain imports, further contributing to the evolving and uncertain tariff landscape. As the implementation of tariffs is ongoing, more tariffs may be added in the future and countermeasures may be adopted by other countries.see in full comparisonThe imposition of certain of these tariffs remains uncertain as the situation is dynamic and rapidly evolving. 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.
“For the six months ended June 30, 2026, net sales increased $47.5 million, or 43%, compared to the six months ended June 30, 2025, primarily due to an increase in volume growth of more than 31%, driven by both the incremental distribution of existing products and the introduction of new products into our portfolio. The increase in net sales was also driven by a more favorable product mix. We have launched 46 new SKUs introduced during the six months ended June 30, 2026. Our snacks categories resulted in a combined $29.7 million increase in net sales period over period. …”see in full comparison
see in full comparisonTheForincreasetheinthree months ended June 30, 2026, net salesofincreased$22.1$25.4 million, or44%,42%,wascompared to the three months ended June 30, 2025, primarily due to an increase in volume growth of more than21%,40%, driven by both the incremental distribution of existing products and the introduction of new products into our portfolio.The increase in net sales was also driven by a more favorable product mix.Additionally, since 2025, we have launched8091 new SKUs across categories, with3512 new SKUs introduced during the three months endedMarchJune31,30, 2026. A “new SKU” is a unique product configuration, represented by a distinct GTIN/UPC, or barcode, that differs from existing SKUs in formulation, flavor, size, or format, and is introduced for commercial sale in our markets for the first time. Ourkid and babysnacks categories resulted in a combined$15.3$14.3 million increase in net salesyearperiod overyear.period. Net sales fromKidPouches increased by$1.1$11.2 millionand net sales from baby Pouches increased by $6.0 million,period over period. Our trade spending, which includes sales incentives, trade allowances, discounts, and slotting fees, and is recognized as a reduction of net sales, increased for the three months ended June 30, 2026 compared to three months ended June 30, 2025 primarily due to promotional programs for increased distribution of our products and introduction of new products. For the three months endedMarchJune31,30, 2026 and 2025, we incurred$0.5$1.5 million and$2.6$3.1 million in trade spending related to slotting fees paid to retail customers for placement of new coolers in theirstores, which was recognized as a reduction of net sales.stores. Theslotting fees, includingslotting fees paid related to placement of new coolers instores,stores decreased compared to three months endedMarchJune31,30, 2025 due to timing of installation of coolers in storesand category resets; however, these slotting fees are expected to increase in the future as we continue the expansion of our baby cooler program and increase our presence in our retail customers' stores.
Net cash used in operating activities ofsee in full comparison$14.5$17.2 million for thethreesix months endedMarchJune31,30, 2025 was primarily driven by net loss of$19.5$28.5 million, non-cash adjustments of$11.7$22.1 million and a net decrease in cash related to changes in operating assets and liabilities of$6.7$10.8 million.AdjustmentsNon-cash adjustments primarily consisted of a change in fair value of derivative liability of$9.7$17.9 million, stock-based compensation totaling$0.8$1.9 million, a change in fair value of convertible preferred stock warrant liability of$0.5$0.9 million, depreciation and amortization expense of$0.3$0.6 million, inventory adjustments of$0.2$0.4 million, amortization of debt discounts and deferred financing costs of$0.1$0.3 million, and interest expense of $0.1 million. Changes in cash flows related to operating assets and liabilities primarily consisted ofaan$6.5$11.9 million increase in inventory to support the increase in sales volume, a$4.4$8.4 million increase in accounts receivable due to growth in our netsales and due to the launch of new products in the kids and baby snacking category,sales, and a$2.3$1.3 million increase in prepaid expenses and otherassetsassets, primarily due toincreasedincreasesinsurance,inmarketing,prepaid insurance and deferredoffering costs.taxes. These uses of cash were partially offset by a$6.5$10.8 million increase in accounts payable and accrued expenses and other current liabilities primarily related to increasedpurchasesthird-partyofmanufacturingmanufacturing,fees, raw materials costs, accrued trade spend, and accrued marketing costs to support the growth in sales volume.
Full comparison: every changed paragraph (61)
Our ability to achieve sustainable growth and profitability is impacted by many factors, including those described below and in Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q.below. Certain factors are strategically tied to key metrics that define our success:
We also intend to grow our sales and in-store footprint through the nationalexpansion rolloutand productivity of our cooler program. Our coolers, which can be found replacing standard shelving in the baby aisle, as an end-cap display or free standing in the baby aisle, currently feature our widest selection of Baby Pouches and babyour foodnew meals.Meat, Meat & Bone Broth and Legume Blend pouches introduced in the quarter ended June 30, 2026. As of MarchJune 31,30, 2026, we have deployed over 3,7004,100 coolers in stores to date and believe there is an opportunity to expand the footprint to more than 15,000 coolers in stores in North America. We invest in slotting fees and offer other incentives to encourage our retail customers to place our coolers in more of their stores and display our coolers in ideal locations within their stores. As we accelerate the rolloutexpansion and productivity of coolers,our cooler program, we expect to continue to see increases in overall sales velocity and believe there are further opportunities for sales velocity enhancement as our cooler base matures and we continue to optimize the product assortment offered in the cooler and encourage excitement for our product across aisles. The presence of baby coolers also drives an increase in basket size for the whole baby department, which encourages our retail customers to participate in this initiative with us. The direct impact of the new cooler additions on our net sales varies based on numerous factors including store traffic and cooler size.
We are confident that through innovation in new products, product line extensions, and packaging types, we will drive meaningful growth for our Company. Investment in strategic product innovation is vital for meeting evolving consumer needs and complementing our existing product portfolio to expand our brand’s reach. We continue to expand and enhance our product offerings, including launches of Refrigerated Oat Bars andBars, shelf-stable baby snacks, as well as Meat, Meat & Bone Broth, and Legume Blend pouches, introduced in the quarter ended June 30, 2026, to meet the evolving needs of our consumers and drive demand for our products.
Our future success is dependent on our ability to drive sustainable and profitable growth. We have made significant investments in assembling our strong leadership team, implementing strategic sales management principles, and building our global procurement network infrastructure to support long-term growth and to enhance the profitability of our core operating model as we grow. We also plan to continue to invest in expansion and automation of our scalable production platform with our co-manufacturing partners to increase our capacity and operational efficiency to support our growth and achieve economies of scale. With these investments, we believe we will be well-positioned to consistently deliver the highest quality, premium products to our consumers while also ensuring profitability and sustainability for Once Upon a Farm.sustainability.
Uncertainty in the macroeconomic environment resulting from geopolitical and economic instability, including the imposition of tariffs, embargoes, or similar restrictions could cause disruption in our supply chain. 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 International Emergency Economic Powers Act (“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. On July 24, 2026, the U.S. presidential administration imposed additional tariffs on certain imports, further contributing to the evolving and uncertain tariff landscape. 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. 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.
Following the February 2026 ruling, and effective on April 20, 2026, the U.S. Customs and Border Protection launched a platform for importers of record to begin submitting IEEPA tariff refund requests. The imposition of new tariffs (or uncertainty regarding the timing and amount of any tariff refund payments) remains uncertain as the situation is dynamic and rapidly evolving. See Note 2 (Summary of Significant Accounting Policies – Vendor Rebates) of our unaudited condensed consolidated financial statements. 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.
In addition, 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. In particular, fuel costs have been subject to heightened volatility due to persistent inflationary pressures and ongoing geopolitical uncertainty, including disruptions to global energy markets. Such elevated commodity and supply chain costs and inflation levels did not have a material impact on our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025, however, there can be no assurance that continued volatility in fuel costs driven by inflationary conditions or geopolitical developments will not have a material effect on our results of operations or financial condition in future periods. In an effort to mitigate the impact of these elevated costs, we have taken actions to: diversify the regions from which we source the raw materials used in our business, remove intermediate third parties in our supply chain, scale our business and work with co-manufacturing partners to increase our capacity and operational efficiency, including through investment in equipment used by our co-manufacturers. We also continue to monitor fuel cost trends and evaluate strategies to mitigate the impact of fuel price volatility on our operations, including optimizing distribution routes and logistics arrangements and, where appropriate, and negotiating fuel surcharge provisions in our transportation contracts.
For a further discussion of the risks and challenges posed by these events, see Part II, Item 1A. “Risk Factors—Risks Relating to Our Business and Industry” in thisour Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and Part I, Item 1A. “Risk Factors—Risks Relating to Our Business and Industry” in our Annual Report on Form 10-K.
Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 and 2025
TheFor increasethe inthree months ended June 30, 2026, net sales ofincreased $22.1$25.4 million, or 44%,42%, wascompared to the three months ended June 30, 2025, primarily due to an increase in volume growth of more than 21%,40%, driven by both the incremental distribution of existing products and the introduction of new products into our portfolio. The increase in net sales was also driven by a more favorable product mix. Additionally, since 2025, we have launched 8091 new SKUs across categories, with 3512 new SKUs introduced during the three months ended MarchJune 31,30, 2026. A “new SKU” is a unique product configuration, represented by a distinct GTIN/UPC, or barcode, that differs from existing SKUs in formulation, flavor, size, or format, and is introduced for commercial sale in our markets for the first time. Our kid and baby snacks categories resulted in a combined $15.3$14.3 million increase in net sales yearperiod over year.period. Net sales from Kid Pouches increased by $1.1$11.2 million and net sales from baby Pouches increased by $6.0 million, period over period. Our trade spending, which includes sales incentives, trade allowances, discounts, and slotting fees, and is recognized as a reduction of net sales, increased for the three months ended June 30, 2026 compared to three months ended June 30, 2025 primarily due to promotional programs for increased distribution of our products and introduction of new products. For the three months ended MarchJune 31,30, 2026 and 2025, we incurred $0.5$1.5 million and $2.6$3.1 million in trade spending related to slotting fees paid to retail customers for placement of new coolers in their stores, which was recognized as a reduction of net sales.stores. The slotting fees, including slotting fees paid related to placement of new coolers in stores,stores decreased compared to three months ended MarchJune 31,30, 2025 due to timing of installation of coolers in stores and category resets; however, these slotting fees are expected to increase in the future as we continue the expansion of our baby cooler program and increase our presence in our retail customers' stores.
For the six months ended June 30, 2026, net sales increased $47.5 million, or 43%, compared to the six months ended June 30, 2025, primarily due to an increase in volume growth of more than 31%, driven by both the incremental distribution of existing products and the introduction of new products into our portfolio. The increase in net sales was also driven by a more favorable product mix. We have launched 46 new SKUs introduced during the six months ended June 30, 2026. Our snacks categories resulted in a combined $29.7 million increase in net sales period over period. Net sales from Pouches increased by $18.2 million period over period. For the six months ended June 30, 2026 and 2025, we incurred $2.1 million and $5.7 million in trade spending related to slotting fees paid to retail customers for placement of new coolers in their stores, which was recognized as a reduction of net sales. The slotting fees paid related to placement of new coolers in stores, decreased compared to six months ended June 30, 2025, primarily due to timing of installation of coolers in stores; however, these slotting fees are expected to increase in the future as we continue the expansion of our baby cooler program and increase our presence in our retail customers' stores.
TheFor increasethe inthree months ended June 30, 2026, cost of goods sold ofincreased $11.5$19.2 million, or 37%,54%, wascompared to three months ended June 30, 2025, primarily due to increased sales volume. Cost of goods sold as a percentage of net sales decreasedincreased by 3%5% primarily drivendue byto decreasedincreased trade spending asfor apromotional percentageprograms related to increased distribution of netour sales,products, which iswas recognized as a reduction of net sales,sales primarilyand duea toless timingfavorable ofproduct slotting fees.mix.
For the six months ended June 30, 2026, cost of goods sold increased $30.7 million, or 46%, compared to six months ended June 30, 2025, primarily due to increased sales volume. Cost of goods sold as a percentage of net sales increased by 1% primarily due to less favorable product mix.
The increase in gross profit by $10.6 million, or 55% was driven by higher net sales generated duringFor the three months ended MarchJune 31,30, 2026.2026, gross profit increased $6.2 million, or 25%, compared to the three months ended June 30, 2025, due to higher net sales. The increasedecrease in gross margin byof 3%5% for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025 was primarily driven by decreasedincreased tradecost spendingof goods sold as a percentage of net sales.
For the six months ended June 30, 2026, gross profit increased $16.8 million, or 39% compared to the six months ended June 30, 2025, due to higher net sales. The decrease in gross margin of 1% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025 was primarily driven by increased cost of goods sold as a percentage of net sales.
Selling,For the three months ended June 30, 2026, selling, general and administrative expenses increased by $17.5$11.9 million, or 62%,49%, compared to the three months ended June 30, 2025, primarily drivendue byto:
an increase of $5.7 million in stock-based compensation, primarily driven by $2.6 million of expense related to accelerated vesting of certain of the Spokesperson's stock options, $2.2 million of expense related to the cash settlement of vested stock appreciation rights, and $0.8 million of expense related to restricted stock units granted in the period, all in connection with our IPO, which closed in February 2026;
an increase of $5.5$3.2 million in marketing expenses, primarily related toincreased cashadvertising considerationexpenditures, paidrelated to theproduction Spokespersoncosts inand connection withincreasing our IPOadvertising and the recognition of remaining related unamortized expensefootprint;
an increase of $3.3$3.0 million in employee-related costs, driven by an overall increase in headcount to support our continued growth, including an aggregate of $0.7 million of one-time transaction bonuses paid to certain employees in connection with our IPOgrowth;
an increase of $1.8 million in general and administrative expenses, primarily related to a cash bonus of $1.0 million paid to the Spokesperson related to our IPO and $0.8 million in travel, depreciation and other expenses to support our increase in headcount and continued growth;
an increase of $1.4 million in stock-based compensation driven by increase in headcount and awards granted in connection with our IPO;
an increase of $1.1 million in warehouse and distribution expenses and higher outbound freight driven by higher sales volumes and carrying larger volumes of inventory on hand throughout the year to support our growth;
an increase of $1.0$1.3 million in travel, depreciationwarehouse and otherdistribution expenses and higher outbound freight driven by higher sales volumes and carrying larger volumes of inventory on hand throughout the period to support our increase in headcount and continued growth; and an increase of $0.9$1.2 million in selling expenses, primarily driven by increases in merchandising fees, third-party commissions and other customer growth and acquisition costs, to support our growth in sales volume.
For the six months ended June 30, 2026, selling, general and administrative expenses increased by $29.4 million, or 56%, compared to the six months ended June 30, 2025, primarily due to:
an increase of $8.7 million in marketing expenses, primarily related to $5.4 million of expense related to cash paid to the Spokesperson in connection with our IPO, and increased advertising expenditures, related to production costs and increasing our advertising footprint;
an increase of $7.1 million in stock-based compensation, primarily driven by $2.6 million of expense related to accelerated vesting of certain of the Spokesperson's stock options, $2.2 million of expense related to the cash settlement of vested stock appreciation rights, and $2.2 million of expense related to restricted stock units granted in the period, all in connection with our IPO, which closed in February 2026;
an increase of $6.3 million in employee-related costs, driven by an overall increase in headcount to support our continued growth, including an aggregate of $0.7 million of one-time transaction bonuses paid to certain employees in connection with our IPO;
an increase of $2.8 million in general and administrative expenses, primarily related to a cash bonus of $1.0 million paid to the Spokesperson related to our IPO and $1.8 million in travel, depreciation and other expenses to support our increase in headcount and continued growth;
an increase of $2.4 million in warehouse and distribution expenses and higher outbound freight driven by higher sales volumes and carrying larger volumes of inventory on hand throughout the year to support our growth; and an increase of $2.1 million in selling expenses, primarily driven by increases in merchandising fees, third-party commissions and other customer growth and acquisition costs, to support our growth in sales volume.
For the three months ended June 30, 2026, interest expense decreased $0.6 million, or 93%, compared to the three months ended June 30, 2025. For the six months ended June 30, 2026, interest expense decreased $0.7 million, or 60%, compared to the six months ended June 30, 2025. These decreases in interest expense were due to repayment of borrowings in February 2026.
The decrease in interest expense by $0.1 million, or 20%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was due to repayment of borrowings in February 2026.
For the three months ended June 30, 2026, interest income increased $0.8 million, or 1044% compared to the three months ended June 30, 2025. For the six months ended June 30, 2026, interest income increased $1.1 million, or 588%, compared to the six months ended June 30, 2025. These increases in interest income are due to higher average cash balances in our money market accounts, driven by IPO proceeds received in February 2026.
The increase in interest income of $0.4 million, or 312%, was due to higher average cash balances in our money market accounts, driven by IPO proceeds during the three months ended March 31, 2026, compared to the three months ended March 31, 2025.
** not meaningful
For the three and six months ended June 30, 2026, there was no change and a $0.3 million change in fair value of our derivative liability as immediately prior to the IPO in February 2026, our Convertible Notes converted into their respective classes of convertible preferred stock, which then immediately converted into shares of our common stock. For the three and six months ended June 30, 2025, the change in fair value of our derivative liability was driven by a change in fair value of our convertible preferred stock underlying the convertible notes.
The change in fair value of our derivative liability was driven by a changes in fair value of our convertible preferred stock underlying the convertible notes.
TheFor the three months ended June 30, 2026, change in other income (expense),expense, net of $0.5$0.4 millionmillion, compared to the three months ended June 30, 2025, was primarily due to athe decreaseabsence of changes in the change in fair value of ourthe convertible preferred stock warrant liability during the three months ended MarchJune 31,30, 2026, as the warrants were settled upon the closing of the IPO in February 2026.
For the six months ended June 30, 2026, change in other expense, net of $0.9 million, compared to the six months ended June 30, 2025, was primarily due to a decrease in the change in fair value of our convertible preferred stock warrant liability and its settlement upon the closing of the IPO in February 2026.
Liquidity and Capital Resources
On February 9, 2026, we completed an IPO in which we issued and sold 7,631,537 shares of common stock, at the public offering price of $18.00 per share, plus an additional 1,649,581 shares of common stock at a public offering price of $18.00 per share pursuant to the exercise of the underwriters’ option to purchase additional shares. We received net proceeds of approximately $138.8$138.5 million from the IPO, after deducting underwriting discounts and commissions and offering expenses payable by us. Historically, we have generated operating losses and have relied on private sales of securities and proceeds from debt financing to fund our operations. As of MarchJune 31,30, 2026, we had cash and cash equivalents of $99.9$93.5 million and accumulated deficit of $151.5$156.5 million. For the three and six months ended MarchJune 31,30, 2026, we incurred a net loss from operations of $15.8$5.0 million and $20.8 million and net cash flow used in operating activities totaled $12.8$17.9 million.million during the six months ended June 30, 2026. We expect that our existing cash and cash equivalents, along with available borrowing capacity under the Revolving Credit Facility and Term Loan Facility, will be sufficient to support our operations for at least the next 12 months as well as to meet our cash requirements for the longer term.
In February 2026, following completion of the IPO, we used a portion of the proceeds to repay all outstanding amounts under the Nonconvertible Debt. As of MarchJune 31,30, 2026, we have no outstanding debt under the Nonconvertible Debt.
Interest on borrowings under the Term Loan Facility is calculated at a rate equal to (i) 2.50% plus the highest of (w) the prime rate (as determined by reference to the Wall Street Journal), (x) the federal funds rate plus 0.50% per annum and (y) one month Term SOFR plus 1.00% per annum or (ii) one month Term SOFR plus 3.50% per annum, subject to a 2.00% Term SOFR floor. Interest-only payments are required to be made until July 10, 2027, then (i) with respect to $18.0 million of the Term Loan Facility, equal payments of outstanding principal and (ii) with respect to $12.0 million of the Term Loan Facility, 24 months after the borrowing of such amount with equal payments of outstanding principal, plus monthly interest payments, through the maturity date. As of MarchJune 31,30, 2026, there were no amounts outstanding under the Term Loan Facility. As of MarchJune 31,30, 2026, the maximum remaining capacity under the Term Loan Facility was $30.0 million.
Interest on borrowings under the Revolving Credit Facility is calculated at a rate equal to (i) 2.25% plus the highest of (w) the prime rate (as determined by reference to the Wall Street Journal), (x) the federal funds rate plus 0.50% per annum and (y) one month Term SOFR plus 1.00% per annum, or (ii) one month Term SOFR plus 3.25% per annum, subject to a 2.00% Term SOFR floor. Interest-only payments are required with a balloon principal payment on the maturity date. The interest rate applicable to borrowings under the Revolving Credit Facility was 7.0% as of December 31, 2025. As of MarchJune 31,30, 2026, there were no amounts outstanding under the Revolving Credit Facility.
The borrowing base for the Revolving Credit Facility requires us to maintain collateral in the form of accounts receivable and inventory. Amounts available to us are determined as the lower of (a) the current maximum capacity and (b) the sum of (i) 80% of our gross accounts receivable and (ii) 85% of the liquidation value of inventory, each subject to certain adjustments. The Nonconvertible Debt includes financial and nonfinancial covenant provisions. As of MarchJune 31,30, 2026, we were in compliance with all covenants related to the Nonconvertible Debt. As of MarchJune 31,30, 2026, the maximum remaining capacity under the Revolving Credit Facility was $65.0 million, with $57.2$58.4 million available for borrowing based on existing inventory and accounts receivable balances as described by the Credit Agreement.
The following table summarizes our cash flows for the yearsperiods indicated:
Net cash used in operating activities of $12.8$17.9 million for the threesix months ended MarchJune 31,30, 2026 was primarily driven by net loss of $15.8$20.8 million, non-cash adjustments of $5.1$9.7 million, and a net decrease in cash related to changes in operating assets and liabilities of $2.1$6.8 million. Non-cash adjustments primarily consisted of stock-based compensation of $4.3$6.8 million, inventory adjustments of $0.6$1.9 million, and depreciation and amortization expense of $0.5$1.0 million, andpartially offset by a change in fair value of derivative liability of $0.3 million. Changes in cash flows related to operating assets and liabilities primarily consisted of a $5.8$8.2 million increase in accounts receivable driven by growth in our net sales, a $3.9$6.8 million increase in inventory to support the increase in sales volume, and a $3.1 million increase in prepaid expenses and other assets, primarily due to increases in prepaid insurance and other receivables, and a $3.9 million increase in inventory to support the increase in sales volume.receivables. These uses of cash were partially offset by a $11.5$11.3 million increase in accounts payable and accrued expenses and other current liabilities, primarily related to third-party manufacturing fees and raw material purchases to support growth in sales volume.
Net cash used in operating activities of $14.5$17.2 million for the threesix months ended MarchJune 31,30, 2025 was primarily driven by net loss of $19.5$28.5 million, non-cash adjustments of $11.7$22.1 million and a net decrease in cash related to changes in operating assets and liabilities of $6.7$10.8 million. AdjustmentsNon-cash adjustments primarily consisted of a change in fair value of derivative liability of $9.7$17.9 million, stock-based compensation totaling $0.8$1.9 million, a change in fair value of convertible preferred stock warrant liability of $0.5$0.9 million, depreciation and amortization expense of $0.3$0.6 million, inventory adjustments of $0.2$0.4 million, amortization of debt discounts and deferred financing costs of $0.1$0.3 million, and interest expense of $0.1 million. Changes in cash flows related to operating assets and liabilities primarily consisted of aan $6.5$11.9 million increase in inventory to support the increase in sales volume, a $4.4$8.4 million increase in accounts receivable due to growth in our net sales and due to the launch of new products in the kids and baby snacking category,sales, and a $2.3$1.3 million increase in prepaid expenses and other assetsassets, primarily due to increasedincreases insurance,in marketing,prepaid insurance and deferred offering costs.taxes. These uses of cash were partially offset by a $6.5$10.8 million increase in accounts payable and accrued expenses and other current liabilities primarily related to increased purchasesthird-party ofmanufacturing manufacturing,fees, raw materials costs, accrued trade spend, and accrued marketing costs to support the growth in sales volume.
For the threesix months ended MarchJune 31,30, 2026 and 2025, net cash used in investing activities was $1.4$2.4 million and $0.5$2.0 million, related to purchases of property and equipment used in ongoing operations.
For the threesix months ended MarchJune 31,30, 2026, net cash provided by financing activities was $103.3$103.0 million, primarily consisting of $146.3$145.8 million of proceeds from our IPO, net of underwriting discounts and offering costs paid during the period.period and $0.2 million in proceeds from the exercise of stock options. This source of cash was partially offset by the repayment of our outstanding borrowings under our Credit Agreement of $43.0 million .million.
For the threesix months ended MarchJune 31,30, 2025, net cash provided by financing activities was $14.0$12.5 million, which primarily consisted of borrowings on the Term Loan Facilityconsisting of $14.0 million in borrowings from existing credit facilities and $0.2 million in proceeds from the exercise of stock options of $0.1 million.options. These sources of cash were partially offset by payments of deferred offering costs of $0.1$1.4 million and payments of debt issuance costs of $0.3 million.
The increasedecrease in Contribution Margin by 5%3% for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 was primarily driven by the aforementioned factors mentioned in the discussion of gross profit in the results of operations above. InThis additiondecrease towas changespartially inoffset our trade spending, ourby increased order sizes helpedand reduceincreased customer pickups, which reduced freight costs per case,case benefitingand positively impacted Contribution Margin. For the six months ended June 30, 2026 and 2025, Contribution Margin remained consistent.
We calculate 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, including expense related to the acceleration of certain awards in connection with our IPO; (4) depreciation and amortization; (5) amortization and acceleration of certain payments under the Spokesperson Agreement (as defined in Note 12, Related- PartyRelated-Party Transactions in Part I, Item 1. of this Quarterly Report on Form 10-Q) 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.
Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of the limitations of Adjusted EBITDA include that (1) it does not properly reflect capital commitments to be paid in the future, (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures, (3) it does not consider the impact of stock-based compensation, (4) it does not reflect other non-operating expenses, including interest expense, (5) it does not consider the impact of any derivative liability valuation adjustments, (6) it does not reflect tax payments that may represent a reduction in cash available to us, and (7) it does not consider amortization of payments under the Spokesperson Agreement.Agreement for services received in connection with our IPO. In addition, our use of Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner, limiting its usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider Adjusted EBITDA alongside other financial measures, including our net income and other results stated in accordance with GAAP.
Prior to our initial public offering in February 2026 the fair value of the common stock underlying our stock-based awards was been determined by management with the assistance of third-party valuation specialists using a hybrid approach. Under the hybrid approach, a probability weighting was assigned to both a merger and acquisition (“M&A”) scenario and an initial public offering scenario. For the M&A scenario, management uses the Income Approach and Guideline Public Company (“GPC”) approach to determine the estimated fair value of equity, which was then allocated to the various classes of equity using the Option Pricing Method (“OPM”). Under the OPM, the shares were valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class. The estimated fair values of the common stock, preferred stock and preferred stock warrants are then inferred by analyzing these options. For the initial public offering scenario, we estimated the exit value upon an initial public offering and then performed a waterfall analysis to systematically allocate the equity value across share classes according to their fully diluted ownership positions.
We recognize stock-based compensation expenses related to equity classified awards based on the grant-date fair value of the awards. For awards that vest based only on continued service, we recognize stock-based compensation cost on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. For stock options with performance vesting conditions, we recognize stock-based compensation using an accelerated attribution method when it is probable the performance condition will be achieved. The grant date fair value of stock options that contain service or performance conditions is estimated using the Black-Scholes option-pricing model. The grant date fair value of restricted stock awards that contain service vesting conditions is estimated based on the fair value of the underlying shares on grant date.
The determination of stock-based compensation cost is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If factors change and different assumptions are used, stock-based compensation expense and net losses could be significantly different.
We will continue to use judgment in evaluating the expected volatility and expected terms utilized in our stock-based compensation expense calculations on a prospective basis. As we continue to accumulate additional data related to our common stock, we may refine our estimates, which could materially impact our future stock-based compensation. See Note 11 to our unaudited condensed consolidated financial statements in Part I, Item 1. in this Quarterly Report on Form 10-Q for information concerning certain of the specific assumptions we used in applying the Black-Scholes option pricing model to determine the estimated fair value of our stock options granted in the three and six months ended MarchJune 31,30, 2026 and 2025.
During the three months ended MarchJune 31,30, 2026,2026 and 2025, we recorded $6.5$2.5 million and $1.1 million in stock-based compensation. There was $0.1 million and an insignificant reduction in net sales associated with stock appreciation rights issued to a customer and no reduction in net sales associated with warrants issued to a customer during the three months ended MarchJune 31,30, 2026.2026 and 2025.
During the threesix months ended MarchJune 31,30, 2026 and 2025, we recorded $0.8$9.0 million and $1.9 million in stock-based compensationcompensation. There was $0.1 million and an insignificant reduction in net sales associated with stock appreciation rights issued to a customer and no reduction in net sales associated with warrants issued to customers as no warrants to customers were issued during thatthe period.six months ended June 30, 2026 and 2025.
As of MarchJune 31,30, 2026, there was $12.1$10.7 million in unrecognized compensation related to unvested service-based vesting options which is expected to be recognized over a weighted-average period of 3.23.0 years.
OFRM insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 6 filings (3 insiders, 2 trade dates, 3,837 shares, about $67.2K). Net open-market shares: -3,837 (purchases minus sales); net value about -$67.2K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-14 | Folena Chris |
Open-market sale | 662 | $16.98 | $11.2K |
| 2026-09-14 | Waldman Lawrence Steven |
Open-market sale | 1,102 | $16.98 | $18.7K |
| 2026-09-14 | Curtis Cassandra Nicole |
Open-market sale | 68 | $16.98 | $1.2K |
| 2026-08-10 | Waldman Lawrence Steven |
Open-market sale | 1,206 | $18.01 | $21.7K |
| 2026-08-10 | Folena Chris |
Open-market sale | 724 | $18.01 | $13.0K |
| 2026-08-10 | Curtis Cassandra Nicole |
Open-market sale | 75 | $18.01 | $1.4K |
| 2026-08-05 | Peiros Larry |
Other | 63,393 | — | — |
| 2026-08-05 | Peiros Larry |
Other | 81,514 | — | — |
| 2026-08-05 | Peiros Larry |
Other | 81,514 | — | — |
| 2026-08-05 | Peiros Larry |
Other | 63,393 | — | — |
| 2026-05-05 | Waldman Lawrence Steven |
Grant/award | 68,027 | — | — |
Well-known investors holding OFRM (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 2,056,490 | $42.1M | 0.03% | Added 58% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 433,889 | $7.1M | — | Sold out |
| Soros Fund Management | 2026-06-30 | 150,000 | $2.5M | — | Sold out |
| Polen Capital Management | 2026-06-30 | 40,631 | $664.3K | — | Sold out |
| D. E. Shaw & Co. | 2026-06-30 | 25,000 | $408.8K | — | Sold out |