Business Context and Reporting Period
This Form 8-K is a current report filed by Once Upon A Farm, PBC on February 18, 2026. The filing addresses Item 5.02 regarding the determination of 2025 non-equity incentive plan payments and a discretionary bonus for named executive officers, which were previously omitted from the company's prospectus dated February 5, 2026.
Key Financial Metrics
The filing does not provide corporate-level financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data presented relates to executive compensation for the fiscal years 2024 and 2025.
| Executive | Year | Salary ($) | Bonus ($) | Option Awards ($) | Non-Equity Incentive ($) | Total Compensation ($) |
|---|---|---|---|---|---|---|
| John Foraker (CEO) | 2025 | 386,823 | 83,483 | 2,956,055 | 83,483 | 3,509,844 |
| John Foraker (CEO) | 2024 | 375,557 | — | — | 172,797 | 548,354 |
| Lawrence Waldman (CFO) | 2025 | 388,514 | — | 1,543,843 | 83,996 | 2,028,820 |
| Lawrence Waldman (CFO) | 2024 | 359,461 | — | — | 165,391 | 537,105 |
Material Changes Versus Prior Period
- Executive Compensation Increase: Total compensation for CEO John Foraker increased from $548,354 in 2024 to $3,509,844 in 2025. This significant increase is primarily driven by $2,956,055 in option awards granted in 2025.
- CFO Compensation Increase: Total compensation for CFO Lawrence Waldman increased from $537,105 in 2024 to $2,028,820 in 2025, largely due to $1,543,843 in option awards.
- Discretionary Bonus: A discretionary bonus of $83,483 was awarded to the CEO for 2025, whereas no discretionary bonus was recorded for 2024.
Guidance, Outlook, and Risks
The filing contains no corporate guidance, outlook, or management commentary regarding business operations. The primary disclosure is the finalization of 2025 performance-based cash bonuses, which became calculable on February 18, 2026, and are scheduled for payment in 2026. The filing notes that the company is an emerging growth company.
Investor Verification Checklist
- Verify the valuation methodology (Black-Scholes) and assumptions used for the $4.5M+ in option awards granted to executives in 2025.
- Confirm the specific performance metrics that triggered the 2025 non-equity incentive plan payments for the CEO and CFO.
- Review the prospectus filed on February 5, 2026, to understand the context of the omitted compensation data.
- Assess the impact of the increased executive compensation on the company's cash burn rate, given the upcoming 2026 payout schedule.