Form 4: OFRM CFO Waldman Reports Post-IPO Equity Grants, SAR Settlement

Once Upon a Farm's President and CFO, Lawrence Steven Waldman, reported the acquisition of restricted stock units and stock options, alongside the cash settlement of stock appreciation rights, following the company's initial public offering.

Summary

• Lawrence Steven Waldman, President and Chief Financial Officer of Once Upon a Farm, PBC (OFRM), reported changes in his beneficial ownership.
• He acquired 22,570 shares of common stock in the form of Restricted Stock Units (RSUs) on February 9, 2026, with a grant price of $0.
• These RSUs will vest 25% on the first anniversary of the IPO closing and the remaining 75% annually thereafter in three equal installments, contingent on his continued service.
• Waldman also acquired 31,944 employee stock options on February 5, 2026, with an exercise price of $18 and an expiration date of February 5, 2036.
• These stock options will vest 25% on the first anniversary of the IPO pricing date and the remaining 75% annually thereafter in three equal installments, contingent on his continued service.
• Additionally, 93,500 Stock Appreciation Rights (SARs) held by Waldman fully vested and were settled in cash on February 9, 2026.
• The SARs had an exercise price of $19.58, and the cash settlement was based on the difference between the IPO price and the exercise price, multiplied by the number of shares underlying the SARs.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it reflects standard post-IPO executive compensation practices, aligning management incentives with long-term shareholder value through equity grants and the successful realization of pre-IPO awards.

Positives

• The grant of 22,570 Restricted Stock Units (RSUs) aligns management's interests with long-term shareholder value.
• The grant of 31,944 employee stock options provides an incentive for future performance and executive retention.
• The cash settlement of 93,500 Stock Appreciation Rights (SARs) indicates a realization of value for the executive following the IPO.

Risks

• The vesting schedules for RSUs and stock options are subject to the reporting person's continued service, meaning forfeiture if employment ceases before vesting.
• The value of the stock options is dependent on the future performance of Once Upon a Farm's common stock relative to the $18 exercise price.

Future Outlook

The vesting schedules for the granted RSUs and stock options extend several years into the future, indicating a long-term incentive structure tied to the reporting person's continued service with the company.

Management Comments

• In connection with the closing of the initial public offering of Once Upon a Farm, PBC, the reporting person was granted restricted stock units, which vest 25% on the first anniversary of the closing of the initial public offering and the remaining 75% annually thereafter in three equal installments, subject to the reporting person's continued service with the Issuer through such dates.
• In connection with the closing of the Issuer's initial public offering, each stock appreciation right held by the reporting person fully vested and was settled in cash in an amount equal to the product of (i) (A) the initial public offering price less (B) its exercise price, multiplied by (ii) the number of shares of common stock underlying the SAR.
• In connection with the pricing of the Issuer's initial public offering, the reporting person was granted stock options, which will vest 25% on the first anniversary of the pricing date of the initial public offering and the remaining 75% annually thereafter in three equal installments, subject to the reporting person's continued service with the Issuer through such dates.

Industry Context

StockSavvy.ai notes that the granting of RSUs and stock options to key executives, particularly around an IPO, is a standard practice in the consumer packaged goods and food industry. This compensation structure is designed to align executive incentives with long-term shareholder value creation and ensure retention post-IPO. The cash settlement of SARs is also typical for pre-IPO equity awards converting or settling upon a liquidity event.

Comparison to Industry Standards

• The vesting schedule of 25% on the first anniversary and 75% over the next three years (totaling four years) for both RSUs and stock options is a common industry standard for executive equity compensation, comparable to practices at companies like Beyond Meat (BYND) or Oatly Group (OTLY) post-IPO, aiming for long-term retention and performance alignment.
• The settlement of SARs upon IPO is a standard mechanism to realize value from pre-IPO incentive plans, similar to how private company equity awards are often structured to convert or cash out during a public offering.

Stakeholder Impact

• Shareholders: The granting of long-term equity incentives to the CFO aligns his interests with shareholder value creation. The cash settlement of SARs represents a payout to an executive, which is a cost to the company but also a realization of value from a pre-IPO incentive.
• Employees: The structure of equity grants (RSUs, options) is a common incentive for key personnel, potentially setting a precedent or standard for other employee compensation plans.

Next Steps

• The RSUs will vest 25% on the first anniversary of the IPO closing, with the remaining 75% vesting annually in three equal installments thereafter.
• The employee stock options will vest 25% on the first anniversary of the IPO pricing date, with the remaining 75% vesting annually in three equal installments thereafter.

Key Dates

Recommendation

The filing details routine executive compensation events following an IPO, including equity grants and SAR settlements. These transactions are expected and do not provide new fundamental information to warrant a change in investment thesis. The grants align executive incentives with long-term performance, which is generally positive, but the filing itself does not present a compelling reason to alter a 'hold' position based on these expected post-IPO activities.

Keywords

Once Upon a Farm, OFRM, SEC Form 4, Insider Trading, Beneficial Ownership, Restricted Stock Units, RSUs, Stock Options, Stock Appreciation Rights, SARs, IPO, Executive Compensation, Lawrence Steven Waldman, CFO