When OFRM insiders can sell

Once Upon a Farm, PBC · IPO prospectus filed 2026-02-09 · Single cliff · 180-day lock-up

Scheduled lock-up expiry
2026-08-08
Absorbed

That is the calendar date the clause computes to, counted from the prospectus date. It is the only date computable without knowing a future earnings date, which is why everything that could pull it earlier is printed below it on this page rather than folded into it.

How much stock, against how much trades

"Absorb days" is the shares coming free divided by average daily volume: how many full sessions of OFRM's entire turnover the release amounts to. It is a ratio, not a forecast — it does not know who wants to sell, and a founder with no intention of selling counts the same as a fund that has been waiting six months.

Shares coming free
32.6M
Avg daily volume
923K
Absorb days
35.3 sessions
Cohort percentile
23th
Offer price
$18.00
Vs offer
-48.6%

Exactly 32,600,277 shares, against 923,425 shares a day averaged over 20 sessions. Volume source: yahoo-finance2 daily bars (symbol not in our price table), through 2026-11-06. Dollar volume $8.6M a day. Lightest third of the cohort.

Our call: Absorbed

OFRM sits in the lightest third of a cohort of 47 deals — lightest third at or below 54.1 sessions, heaviest at or above 109 sessions. The call is cohort-relative, not a fixed threshold, so the same absorb-day figure could read differently against a different month's IPOs. Expected excess return against SPY: non-negative.

The lock-up clause, in the issuer's words

Every other free lock-up calendar tells you 180 days and moves on. This is the actual sentence the date above was computed from, so that if the words do not support the number, the number is wrong and the filing is one click away.

…in exceptions, not to dispose of any shares of common stock, any options or warrants to purchase any shares of common stock or any securities convertible into or exchangeable for or that represent the right to receive shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus. When the lock-up period in these agreements expires, we and our stockholders will be able to sell shares in the public market. In addition, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC may, together in their sole discretion, release all or some portion of the shares subject to the lock-up agreements prior to the expiration of the lock-up period. See "Certain Relationships and Related Party Transactions—Registration Rights Agreement." Sales of a substantial number of such shares, or the perception that…

Where the share count comes from

32,600,277 shares — derived: shares outstanding after the offering, less the shares sold in it. A count the prospectus prints and a count derived from two of its other numbers are not the same quality of claim, so which one this is gets said rather than implied.

Shares outstanding after the offering40,231,814
Shares sold in the offering7,631,537
Sold by existing holders in the IPO3,365,672
Locked up, coming free at expiry32,600,277
The sentence the count was read from
Common stock to be outstanding after this offering 40,231,814 shares (or 41,881,395 shares if the underwriters exercise in full their option to purchase additional shares of common stock). Use of proceeds We estimate that we will receive net proceeds from this offering of approximately $111.7 million (or approximately $139.3 million if the underwriters exercise in full their option to purchase additional shares of common stock), based on an initial public offering price of $18.00 per share, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Exceptions written into the lock-up (4)

Each of these is a route by which OFRM shares can move before 2026-08-08. The 10b5-1 carve-out is the one worth reading twice: it lets insiders put a selling plan in place during the lock-up, so the first sales can be automatic and immediate rather than discretionary and later.

  • 10b5-1 plan
  • bona fide gift or charitable transfer
  • estate planning or family transfer
  • option exercise or RSU settlement
10b5-1 plan
…tock; (xii) with prior written consent of the representatives on behalf of the underwriters; or (xiii) to the underwriters pursuant to the underwriting agreement; (b) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that no transfers occur under such plan during such lock-up period; and (c) pursuant to a bona fide third-party tender offer, merger, consolidation, or other similar transaction involving a change of control transaction and that has been made to all holders of our capital stock. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, in their sole discretion, may release the shares of common stock and other securities subject to the lock-up agreements described above in whole or in part at any time.
bona fide gift or charitable transfer
…directors, our executive officers, the selling stockholders, and substantially all of our other stockholders do not apply to, among other things, and subject in certain cases to various conditions: (a) transfers: (i) as bona fide gifts, charitable contributions, or for bona fide estate planning purposes; (ii) to any beneficiary of the holder pursuant to a will, other testamentary document, or intestate succession; (iii) to any member of the holder's immediate family or to any trust for the direct or indirect benefit of the holder or the immediate family of the holder; (iv) to a corporation, partnership, limited liability company, or…
estate planning or family transfer
…participant or will be a participant, in which: the amounts involved exceeded or will exceed $120,000; and any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. Equity Financings Series D Preferred Stock Financing On February 28, 2022 and March 21, 2022, we sold an aggregate of 189,813 and 43,948 shares of our Series D Preferred Stock (the "Series D Preferred Stock Financing"), respectively, at a purchase price of $183.03 per share for an aggregate purchase price of $42.8 million.
option exercise or RSU settlement
…ed stock warrants issued with a debt facility into 103,896 shares of common stock at the then effective conversion ratio and exercise price, and does not include: (i) 5,477,425 shares of our common stock issuable on the exercise of stock options outstanding as of September 30, 2025 under our 2021 Omnibus Incentive Plan (the "2021 Plan"), (ii) 58,961 shares of our common stock reserved for future issuance under our 2021 Plan as of September 30, 2025, which shares cease to be available for issuance at the time the Company's omnibus equity incentive plan becomes effective upon the pricing of this offering (the "2026 Omnibus Plan"), (ii…

How this reading of OFRM could be wrong

The lock-up period is restated 2 times in this prospectus. Issuers repeat the clause on the cover, in the summary, in the risk factors and in the underwriting section, and the wording is not always identical. The parser resolved them to one period; if a reader finds a restatement that disagrees, the quote above is the one it used.

The volume is a vendor's, not ours. OFRM is not in our own price table, so average daily volume comes from yahoo-finance2 daily bars (symbol not in our price table). Vendor bars for recently listed symbols are the ones most likely to be wrong.

Only 20 sessions of volume history. This is a recent IPO, and early volume is dominated by the offering itself. An average over 20 sessions of a stock that has barely traded is the weakest input on the page, and absorb days inherits every bit of that weakness.

The parser can misread a filing. That is why every number here is printed next to the words it came from. Earlier versions of this parser read the underwriters' 30-day over-allotment window as a 30-day lock-up on five deals, and double-counted one issuer's share total because the offering summary appears on both the cover and in the summary section.

Also unlocking in 2026-08 (9)

Lock-ups cluster, because IPOs cluster: these priced in the same window as OFRM and come free in the same month. Several heavy releases landing together is a different situation from one.

DealExpiryShares freeAbsorb days
MANE
Veradermics, Inc
2026-08-0320.0M29.9 sessions
EIKN
Eikon Therapeutics, Inc.
2026-08-0432.9M62.2 sessions
BOBS
Bob's Discount Furniture, Inc.
2026-08-04110.9M115 sessions
SGP
SpyGlass Pharma, Inc.
2026-08-0522.5M216 sessions
AGMB
Agomab Therapeutics NV
2026-08-05——
FPS
Forgent Power Solutions, Inc.
2026-08-05287.8M25.4 sessions
MWH
SOLV Energy, Inc.
2026-08-10178.9M102 sessions
APC
ARKO Petroleum Corp.
2026-08-12——
GENB
Generate Biomedicines, Inc.
2026-08-26102.5M102 sessions

Learn to read these clauses yourself

The flow arithmetic on this page — shares unlocking divided by average daily volume, and why the clause has to be read rather than assumed — taught step by step, free.

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Radar built 2026-11-07 from EDGAR full-text search over 424B4 filings · all 80 parsed lock-ups and the scoreboard · OFRM's prospectus on EDGAR · what funds carried these companies at before listing