← Back to OFRM filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Once Upon a Farm, Pbc · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in Part II, Item 1A. “Risk Factors,” and “Cautionary Statement Concerning Forward-Looking Statements” in this Quarterly Report on Form 10-Q. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026.
Overview
Once Upon a Farm is driving systemic change in childhood nutrition with real, organic, farm-fresh food –made with no added sugar, no preservatives, and nothing artificial. From baby’s first bites to kid’s school-ready snacks, we are a rapidly growing leader in modern childhood nutrition that provides innovative, nutrient-packed, delicious food to on-the-go parents for their babies and kids. We revolutionized the childhood nutrition category with what we believe is the first-ever cold-pressed Pouch, setting a new standard for nutrition that parents love and kids crave. Our mission and commitment to our consumers guide every decision we make and are at the heart of our identity and journey ahead. We are a Public Benefit Corporation, which requires us to uphold high social and environmental standards and provide transparency for all of our stockholders. Additionally, we believe we are the first baby through kid parent-ally brand with a deep commitment to superior, fresh products with high nutritional standards and incredible taste. Our thoughtful recipes are crafted with high-quality organic ingredients, from cold-pressed Pouches, to Refrigerated Oat Bars and Dry Baby Snacks, earning us the trust of parents, and fostering a loyal, passionate, and fast-growing consumer base.
In February 2026, we closed the initial public offering (“IPO”) of our common stock, in which we issued and sold an aggregate of 7,631,537 shares of common stock at a price to the public of $18.00 per share. Shortly following the close of the offering, the underwriters exercised their option to purchase an additional 1,649,581 shares at the initial public offering price. In the aggregate, we received net proceeds from the offering of approximately $138.5 million, after deducting underwriting discounts, commissions and offering expenses.
Key Factors Affecting our Performance
Our ability to achieve sustainable growth and profitability is impacted by many factors, including those described below. Certain factors are strategically tied to key metrics that define our success:
Increasing Brand Awareness and Household Penetration
Growing our brand awareness and household penetration is central to our strategy for long-term growth. Our approach and creation of great-tasting, high-quality, nutritional and organic products that kids love establishes trust in parents and fosters brand-loyalty from our customers. As we continue to expand our innovative product offerings, we plan to establish trust with parents in the early stages of their baby’s development, building brand loyalty that allows us to strategically deliver great-tasting, healthy and convenient products to kids of all ages. We plan to increase our brand awareness and household penetration by leveraging a full-funnel modern marketing approach that includes retail media networks, influencer programs, high-frequency national media campaigns, engaging social media, impactful sponsorships, and immersive activations. To grow and maintain our brand, we must invest in sales and marketing to promote word-of-mouth sharing of our brand to attract new customers. We believe that once consumers are introduced to our brand and products, we will be able to drive conversion to repeat purchases and long-term loyalty.
Investment in Retail Partnerships and Distribution Expansion
Our long-term growth strategy relies on our ability to cultivate and maintain relationships with our retail customers to expand our presence and optimize distribution across all retail stores. Our success is dependent on deepening the assortment of our product offerings and ensuring that our products are prominently displayed in both our retail customers’ brick-and-mortar stores and e-commerce platforms. Our relationships with our retail customers also allow
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us to deepen the assortment of our product offerings by extending our reach to new product categories and expanding the number of shelves that our products are displayed on at stores in major classes of retail, including grocery, mass, club, natural and specialty stores.
We also intend to grow our sales and in-store footprint through the expansion and 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 our new Meat, Meat & Bone Broth and Legume Blend pouches introduced in the quarter ended June 30, 2026. As of June 30, 2026, we have deployed over 4,100 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 expansion and productivity of 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.
In addition to our primary retail growth strategy of increasing depth of our product offerings with our existing retail customers, we believe there is a significant opportunity to increase sales through e-commerce and delivery platforms and expand into new retail customers and international markets.
Product Innovation and Category Leadership
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, 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.
Aligning our innovation pipeline with consumer demands for organic, nutritious, delicious, and convenient products has positioned us as a leader in the baby and kids’ food market. We plan to invest in exploring new flavor combinations and innovative formats that enhance taste and nutritional value, and in expanding our existing functional product offerings across various formats, such as immunity, brain health, and protein, to provide parents with the functionality they are looking for and satisfy the cravings of babies and kids.
Drive Sustainable, Profitable Growth
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.
As we extend our presence with existing retail customers, we believe there is also opportunity to further increase our operating margins. The strength of our brand and ability to efficiently deliver industry-disrupting products to our consumers have consistently resulted in attractive and expanding gross margins.
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Macroeconomic and Geopolitical Uncertainty and Supply Chain Costs
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.
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 June 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 our 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.
Components of Results of Operations
Net Sales
We generate revenue through sales of organic, nutrient-packed, farm-fresh Pouches, snacks, and other products for babies and kids through retail channels, which include traditional brick-and-mortar stores, e-commerce platforms, and delivery platforms, as well as directly to consumers through our direct-to-consumer (“DTC”) platform that we operate. Our revenue is recognized net of allowances for sales discounts and promotions and any sales or other similar taxes collected from consumers. We offer sales discounts and promotions to our retail and DTC customers through various programs. These programs include sales incentives, trade allowances, slotting fees, coupon offers, rebates, and term discounts. We anticipate that these sales discounts and promotions will impact our net sales and that changes in these activities could impact period over period results.
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Cost of Goods Sold
Cost of goods sold consists primarily of product costs, third-party manufacturing fees, inbound freight of raw materials and finished goods, storage and handling costs during the manufacturing process, product loading and handling at our outsourced production facilities for distribution, depreciation of machinery, and equipment used in the manufacturing process as well as duties and tariffs.
We source our organic raw materials from farmers both in the United States and international markets. We also contract with outsourced partners in the United States to manufacture, package, and distribute our products to our customers.
Gross Profit and Gross Margin
Gross profit represents net sales less cost of goods sold. Gross margin is gross profit expressed as a percentage of net sales.
Our gross margin may in the future fluctuate from period to period based on a number of factors, including costs of produce and commodities, manufacturing, warehousing and transportation rates for inbound raw materials. Gross margin may also fluctuate in the future based on changes in the promotional environment in the marketplace, the mix of products we sell, the channel through which we sell our products and innovation initiatives we undertake in each of our product categories, among other factors.
Selling, General and Administrative
Selling, general and administrative expenses primarily consist of payroll and payroll-related benefits, stock-based compensation, marketing content and agency fees, customer growth and acquisition costs, warehouse and distribution costs, and freight costs associated with shipping goods to customers. Selling, general and administrative expenses also include depreciation and amortization and product development costs.
We expect selling, general and administrative expenses to increase in the future as we continue to scale our operations to meet our product demand, continue to build our product portfolio, and add personnel to our sales and marketing organization. We also expect to incur additional costs associated with operating as a public company, including increased expenses related to legal, audit, accounting, regulatory, and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance costs, investor and public relations costs, and other administrative and professional services.
Other Income (Expense)
Interest income consists of interest earned on our cash and cash equivalents. Interest expense is attributable to interest on our outstanding borrowings under our Nonconvertible Debt and Convertible Notes agreements (each as defined below). Following our initial public offering, we expect our interest expense to decrease, as a portion of the proceeds from the initial public offering were used to repay borrowings then outstanding under the Revolving Credit Facility and our outstanding Convertible Notes were converted into shares prior to or at the time of the offering. However, our Revolving Credit Facility provides for availability of up to $65.0 million of borrowings and our Term Loan Facility for availability of up to $30.0 million. From time to time, we may draw amounts under our Revolving Credit Facility and our Term Loan Facility and expect to incur interest expense as a result of any such draws.
Change in fair value of derivative liability consists of adjustments to the fair value of our derivative liability. As a result of our initial public offering in February 2026 and the conversion of our outstanding Convertible Notes into shares of common stock, the derivative liability was eliminated and there will be no subsequent change in its fair value.
Other income (expense), net primarily consists of gains or losses due to adjustments to the fair value of our convertible preferred stock warrant liability. Subsequent to our initial public offering, the convertible preferred stock warrant liability was eliminated as a result of the exercise of the underlying warrants, and there will be no subsequent changes in its fair value.
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Results of Operations
Comparison of the Three and Six Months Ended June 30, 2026 and 2025
The results of operations data have been derived from the unaudited condensed consolidated financial statements included in Part I, Item 1. in this Quarterly Report on Form 10-Q. The following table sets forth our results of operations for the periods presented:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in thousands)
Net sales $ 85,392 $ 60,017 $ 158,112 $ 110,620
Cost of goods sold 54,743 35,564 97,785 67,074
Gross profit 30,649 24,453 60,327 43,546
Selling, general and administrative 36,288 24,433 82,116 52,713
Income (loss) from operations (5,639 ) 20 (21,789 ) (9,167 )
Other income (expense):
Interest expense (49 ) (660 ) (469 ) (1,183 )
Interest income 835 73 1,334 194
Change in fair value of derivative liability — (8,180 ) 340 (17,860 )
Other expense, net (132 ) (528 ) (135 ) (985 )
Total other income (expense) 654 (9,295 ) 1,070 (19,834 )
Net loss before income tax provision (4,985 ) (9,275 ) (20,719 ) (29,001 )
Income tax (provision) benefit 35 237 (42 ) 497
Net loss $ (4,950 ) $ (9,038 ) $ (20,761 ) $ (28,504 )
Net Sales
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(dollars in thousands) (dollars in thousands)
Kid
Pouches $ 36,271 $ 29,928 $ 6,343 21 % $ 65,648 $ 58,203 $ 7,445 13 %
Snacks 7,640 6,145 1,495 24 % 12,412 10,270 2,142 21 %
Total Kid 43,911 36,073 7,838 22 % 78,060 68,473 9,587 14 %
Baby
Pouches 11,290 6,466 4,824 75 % 22,763 11,961 10,802 90 %
Snacks 29,639 16,802 12,837 76 % 56,411 28,884 27,527 95 %
Other 552 676 (124 ) (18 )% 878 1,302 (424 ) (33 )%
Total Baby 41,481 23,944 17,537 73 % 80,052 42,147 37,905 90 %
Net sales $ 85,392 $ 60,017 $ 25,375 42 % $ 158,112 $ 110,620 $ 47,492 43 %
For the three months ended June 30, 2026, net sales increased $25.4 million, or 42%, compared to the three months ended June 30, 2025, primarily due to an increase in volume growth of more than 40%, driven by both the incremental distribution of existing products and the introduction of new products into our portfolio. Additionally, since 2025, we have launched 91 new SKUs across categories, with 12 new SKUs introduced during the three months ended June 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 snacks categories resulted in a combined $14.3 million increase in net sales period over period. Net sales from Pouches increased by $11.2 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 June 30, 2026 and 2025, we incurred $1.5 million and $3.1 million in trade spending related to slotting fees paid to retail customers
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for placement of new coolers in their stores. The slotting fees paid related to placement of new coolers in stores decreased compared to three months ended June 30, 2025 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.
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.
Cost of Goods Sold
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(dollars in thousands) (dollars in thousands)
Cost of goods sold $ 54,743 $ 35,564 $ 19,179 54 % $ 97,785 $ 67,074 $ 30,711 46 %
Percentage of net sales 64 % 59 % 5 % 62 % 61 % 1 %
For the three months ended June 30, 2026, cost of goods sold increased $19.2 million, or 54%, compared to three months ended June 30, 2025, primarily due to increased sales volume. Cost of goods sold as a percentage of net sales increased by 5% primarily due to increased trade spending for promotional programs related to increased distribution of our products, which was recognized as a reduction of net sales and a less favorable product 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.
Gross Profit and Gross Margin
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(dollars in thousands) (dollars in thousands)
Gross profit $ 30,649 $ 24,453 $ 6,196 25 % $ 60,327 $ 43,546 $ 16,781 39 %
Gross margin 36 % 41 % (5 )% 38 % 39 % (1 )%
For the three months ended June 30, 2026, gross profit increased $6.2 million, or 25%, compared to the three months ended June 30, 2025, due to higher net sales. The decrease in gross margin of 5% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025 was primarily driven by increased cost of 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.
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Selling, General and Administrative
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(dollars in thousands) (dollars in thousands)
Selling, general and administrative $ 36,288 $ 24,433 $ 11,855 49 % $ 82,116 $ 52,713 $ 29,403 56 %
Percentage of net sales 42 % 41 % 1 % 52 % 48 % 4 %
For the three months ended June 30, 2026, selling, general and administrative expenses increased by $11.9 million, or 49%, compared to the three months ended June 30, 2025, primarily due to:
•an increase of $3.2 million in marketing expenses, primarily related increased advertising expenditures, related to production costs and increasing our advertising footprint;
•an increase of $3.0 million in employee-related costs, driven by an overall increase in headcount to support our continued growth;
•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 $1.3 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 period to support our growth; and
•an increase of $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
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•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.
Other Income (Expense)
Interest Expense
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(dollars in thousands) (dollars in thousands)
Interest expense $ (49 ) $ (660 ) $ 611 (93 )% $ (469 ) $ (1,183 ) $ 714 (60 )%
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.
Interest Income
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(dollars in thousands) (dollars in thousands)
Interest income $ 835 $ 73 $ 762 1044 % $ 1,334 $ 194 $ 1,140 588 %
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.
Change in Fair Value of Derivative Liability
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(dollars in thousands) (dollars in thousands)
Change in fair value of derivative liability $ — $ (8,180 ) $ 8,180 ** $ 340 $ (17,860 ) $ 18,200 **
** 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.
Other Expense, Net
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(dollars in thousands) (dollars in thousands)
Other expense, net $ (132 ) $ (528 ) $ 396 (75 )% $ (135 ) $ (985 ) $ 850 (86 )%
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For the three months ended June 30, 2026, change in other expense, net of $0.4 million, compared to the three months ended June 30, 2025, was primarily due to the absence of changes in the fair value of the convertible preferred stock warrant liability during the three months ended June 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 $138.5 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 June 30, 2026, we had cash and cash equivalents of $93.5 million and accumulated deficit of $156.5 million. For the three and six months ended June 30, 2026, we incurred a net loss from operations of $5.0 million and $20.8 million and net cash flow used in operating activities totaled $17.9 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.
Our future capital requirements will depend on many factors, including our pace of new and existing customer growth, our investments in innovation, our investment in cooler placements at retail stores, our investments in partnerships, and unexplored channels. We may be required to seek additional equity or debt financing. There can be no assurance that additional equity or debt financing will be available to us at terms acceptable to us, or at all and such financing will be impacted by many factors, including the liquidity of the overall capital markets and the future state of the U.S. and global economy.
Nonconvertible Debt
On June 27, 2025 (the “Initial Closing Date”), we entered into a Credit Agreement with Western Alliance Bank (the “Credit Agreement”) for a delayed draw term loan (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Credit Facility”, and together with the Term Loan Facility, the “Nonconvertible Debt”). The Revolving Credit Facility had an initial funding commitment of up to $65.0 million which included (i) an initial commitment of $45.0 million and (ii) a $20.0 million uncommitted option, subject to syndication at terms acceptable to prospective lenders (with such increase implemented through the amendment executed on September 11, 2025). The Term Loan Facility had a commitment of $30.0 million which includes (i) an $18.0 million available on the Initial Closing Date and (ii) a $12.0 million available upon achieving certain milestones and lender approval (which were achieved upon the completion of the IPO). On the Initial Closing Date, we borrowed $22.0 million under the Revolving Credit Facility to repay all outstanding amounts under its previously existing debt facilities.
On September 11, 2025, the Credit Agreement was amended to, among other things, increase the Revolving Credit Facility funding commitment to up to $65.0 million. This increase reflects our lender’s commitment to fund the previously uncommitted $20.0 million option.
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 June 30, 2026, we have no outstanding debt under the Nonconvertible Debt.
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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 June 30, 2026, there were no amounts outstanding under the Term Loan Facility. As of June 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 June 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 June 30, 2026, we were in compliance with all covenants related to the Nonconvertible Debt. As of June 30, 2026, the maximum remaining capacity under the Revolving Credit Facility was $65.0 million, with $58.4 million available for borrowing based on existing inventory and accounts receivable balances as described by the Credit Agreement.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
Six Months Ended June 30,
2026 2025
(dollars in thousands)
Net cash used in operating activities $ (17,861 ) $ (17,173 )
Net cash used in investing activities (2,429 ) (2,024 )
Net cash provided by financing activities 102,971 12,550
Net change in cash and cash equivalents $ 82,681 $ (6,647 )
Operating Activities
Net cash used in operating activities of $17.9 million for the six months ended June 30, 2026 was primarily driven by net loss of $20.8 million, non-cash adjustments of $9.7 million, and a net decrease in cash related to changes in operating assets and liabilities of $6.8 million. Non-cash adjustments primarily consisted of stock-based compensation of $6.8 million, inventory adjustments of $1.9 million, and depreciation and amortization expense of $1.0 million, partially 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 $8.2 million increase in accounts receivable driven by growth in our net sales, a $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. These uses of cash were partially offset by a $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 $17.2 million for the six months ended June 30, 2025 was primarily driven by net loss of $28.5 million, non-cash adjustments of $22.1 million and a net decrease in cash related to changes in operating assets and liabilities of $10.8 million. Non-cash adjustments primarily consisted of a change in fair value of derivative liability of $17.9 million, stock-based compensation totaling $1.9 million, a change in fair value of
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convertible preferred stock warrant liability of $0.9 million, depreciation and amortization expense of $0.6 million, inventory adjustments of $0.4 million, amortization of debt discounts and deferred financing costs of $0.3 million, and interest expense of $0.1 million. Changes in cash flows related to operating assets and liabilities primarily consisted of an $11.9 million increase in inventory to support the increase in sales volume, a $8.4 million increase in accounts receivable due to growth in our net sales, and a $1.3 million increase in prepaid expenses and other assets, primarily due to increases in prepaid insurance and deferred taxes. These uses of cash were partially offset by a $10.8 million increase in accounts payable and accrued expenses and other current liabilities primarily related to increased third-party manufacturing fees, raw materials costs, accrued trade spend, and accrued marketing costs to support the growth in sales volume.
Investing Activities
For the six months ended June 30, 2026 and 2025, net cash used in investing activities was $2.4 million and $2.0 million, related to purchases of property and equipment used in ongoing operations.
Financing Activities
For the six months ended June 30, 2026, net cash provided by financing activities was $103.0 million, primarily consisting of $145.8 million of proceeds from our IPO, net of underwriting discounts and offering costs paid during the 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.
For the six months ended June 30, 2025, net cash provided by financing activities was $12.5 million, primarily consisting of $14.0 million in borrowings from existing credit facilities and $0.2 million in proceeds from the exercise of stock options. These sources of cash were partially offset by payments of deferred offering costs of $1.4 million and payments of debt issuance costs of $0.3 million.
Non-GAAP Financial Measures
To supplement our financial statements prepared and presented in accordance with GAAP, we use the non-GAAP financial measures Contribution Margin and Adjusted EBITDA to provide investors with additional information about our financial performance and to enhance the overall understanding of our past performance and future prospects. We are presenting these non-GAAP financial measures because we believe they provide an additional tool for investors to use in comparing our core financial performance over multiple periods with the performance of other companies.
However, non-GAAP financial measures have limitations in their usefulness to investors because they have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, non-GAAP financial measures may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies. As a result, non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, our financial statements prepared and presented in accordance with GAAP.
To address these limitations, we provide a reconciliation of Contribution Profit to gross profit and Adjusted EBITDA to net loss. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure, and to view Contribution Margin and Adjusted EBITDA in conjunction with their respective related GAAP financial measures.
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Contribution Margin
We use Contribution Margin, which we define as Contribution Profit divided by net sales, to measure our financial and operating performance (“Contribution Margin”). To derive Contribution Profit, we subtract from gross profit our outbound freight costs associated with shipping goods to customers included in selling, general and administrative expenses (“Contribution Profit”).
We use Contribution Margin as part of our overall assessment of performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors (“Board of Directors") concerning our financial performance. We believe Contribution Margin is useful to investors for year-to-year comparisons of our business and in evaluating and understanding our operating results and ability to scale. Contribution Margin is also useful to investors because our management uses Contribution Margin, in conjunction with financial measures prepared in accordance with GAAP, to evaluate our operating results and financial performance.
The decrease in Contribution Margin by 3% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily driven by the aforementioned factors mentioned in the discussion of gross profit in the results of operations above. This decrease was partially offset by increased order sizes and increased customer pickups, which reduced freight costs per case and positively impacted Contribution Margin. For the six months ended June 30, 2026 and 2025, Contribution Margin remained consistent.
The following table provides a calculation of Contribution Margin:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(dollars in thousands)
Net sales $ 85,392 $ 60,017 $ 158,112 $ 110,620
Cost of goods sold 54,743 35,564 97,785 67,074
Gross profit 30,649 24,453 60,327 43,546
Less: Outbound freight (3,714 ) (3,284 ) (7,353 ) (6,482 )
Contribution Profit $ 26,935 $ 21,169 $ 52,974 $ 37,064
Gross margin 36 % 41 % 38 % 39 %
Contribution Margin 32 % 35 % 34 % 34 %
Adjusted EBITDA
We report our financial results in accordance with GAAP. However, management believes that Adjusted EBITDA, a non-GAAP financial measure, provides investors with additional useful information in evaluating our performance.
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-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 a financial measure that is not required by, or presented in accordance with, GAAP. We believe that Adjusted EBITDA, when taken together with our financial results presented in accordance with GAAP, provides meaningful supplemental information regarding our operating performance and facilitates internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations, or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a measure used by management in assessing the health of our business, determining incentive compensation, and evaluating our operating performance, as well as for internal planning and forecasting purposes.
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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 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.
The following table presents a reconciliation of Adjusted EBITDA to net (loss) income, the most directly comparable financial measure stated in accordance with GAAP, for the periods presented:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(dollars in thousands)
Net loss $ (4,950 ) $ (9,038 ) $ (20,761 ) $ (28,504 )
Change in fair value of derivative liability (1) — 8,180 (340 ) 17,860
Change in fair value of convertible preferred stock warrant liability (1) — 464 (13 ) 928
Stock-based compensation 2,471 1,093 8,973 1,898
Depreciation and amortization 574 297 1,049 554
Amortization and acceleration of Spokesperson Agreement expense for services received in connection to the IPO — 649 5,405 1,298
IPO transaction bonus 1,000 — 1,699 —
Interest expense 49 660 469 1,183
Interest income (835 ) (73 ) (1,334 ) (194 )
Provision (benefit) for income tax (35 ) (237 ) 42 (497 )
Adjusted EBITDA $ (1,726 ) $ 1,995 $ (4,811 ) $ (5,474 )
(1)Amount reflects the change in fair value of derivative liability related to Convertible Notes and change in fair value of convertible preferred warrant liability related to our Nonconvertible Debt.
Critical Accounting Estimates
The preparation of our financial statements in conformity with GAAP requires us to make estimates and judgments that affect the amounts reported in the financial statements and related notes thereto. Critical accounting estimates are those estimates that, in accordance with GAAP, involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial statements. Management has determined that our most critical accounting estimates are those relating to revenue recognition, valuation of derivative liability, fair value of common stock and stock-based compensation. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making these estimates, actual results reported in future periods could differ materially from those estimates. The following is a summary of certain accounting estimates we consider critical. For further discussion about our accounting policies, see Note 2 “Summary of Significant Accounting Policies” to our financial statements in Part I, Item 1. in this Quarterly Report on Form 10-Q.
Revenue Recognition
Our revenue is generated through sales of Pouches, snacks and other products for babies and kids through retail channels, which include traditional brick-and-mortar stores and e-commerce platforms, as well as directly to
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consumers through our DTC platform that we operate. We recognize revenue when control of the products transfers to the customer, which occurs upon customer pickup or delivery of the products to the customer for retail sales or when the product is delivered to the carrier for DTC sales. Our revenue is recognized net of allowances for sales discounts and promotions and any taxes collected from consumers.
We offer sales discounts and promotions to our customers through various programs. These programs include sales incentives, trade allowances, slotting fees, including baby cooler slotting fees, coupon offers, rebates and term discounts. The costs of these sales discounts and promotions are accounted for as reductions in the transaction price. We estimate variable consideration related to the cost of sales discounts and promotions during the period the product is sold. We recognize an allowance for estimated trade discounts that have been incurred but the corresponding trade receivable was not settled as of each balance sheet date. We also recognize an accrual for the estimated cost of promotional activities. Our estimate of trade discounts and accrued promotional activities is a management estimate based on the terms and timing of our programs offered, expected participation based on our historical experience with similar programs and forecasted sales volumes.
We do not believe it is reasonably likely that there will be a material change in the estimates or assumptions used to recognize revenue. Estimates are made based on historical experience and other factors. Typically, programs that are offered have a short duration and historical differences between actual experience compared to estimated volumes, performance and redemptions have not been significant to the annual financial statements. However, if the level of redemption rates, volumes or performance were to vary significantly from our estimates, we may be exposed to gains or losses that could be material.
Derivative Liability
Our Convertible Notes contain conversion features that meet the definition of an embedded derivative that requires bifurcation from the Convertible Notes and measurement at fair value. The derivative liability is initially measured at fair value on issuance and is subject to remeasurement at each reporting period with changes in fair value recognized in change in fair value of derivative liability in the statements of operations and comprehensive loss.
We determine the fair value of our derivative liability related to Convertible Notes using a “with-and-without” methodology. This involves valuing the instrument with and without the embedded derivative, with the difference representing the derivative liability’s fair value at issuance. Key assumptions include the estimated fair value of the underlying preferred stock, the probability and timing of conversion events, dividend yields, volatility, discount rate, risk-free rate and remaining expected life. Changes in these inputs can materially impact the fair value and reported financial results, including loss and comprehensive loss for the applicable reporting period.
Fair Value of Common Stock
Prior to our initial public offering in February 2026 the fair value of the common stock underlying our stock-based awards was 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.
For the income approach, we use a discounted cash flow analysis and the significant assumptions used in determining the estimated fair value of our common stock under the income approach primarily relate to the selection of the revenue growth rate, the forecasted EBITDA margin, and the selected discount rate used to discount the future cash flows. Under the GPC approach, the selection of revenue and EBITDA multiples requires significant judgment. Under the initial public offering scenario there is significant judgment used in determining the exit value upon the completion
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of a successful initial public offering. There is also significant judgment in weighting the probability of the M&A scenario versus the initial public offering scenario.
Subsequent to the completion of our IPO in February 2026, our Board of Directors determines the fair value of our common stock based on the closing price of our common stock as reported on the date of grant on the primary stock exchange on which our common stock is listed.
Stock-Based Compensation
We recognize stock-based compensation 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 fair value of liability classified awards such as stock appreciation rights awards, is determined using the Black-Scholes option-pricing model on the date of grant and is remeasured each reporting period through the date of settlement. Our liability classified stock appreciation rights are subject to both service and performance conditions. The performance condition, which includes either an initial public offering or a change in control event, is not considered achievable for accounting purposes until it happens. As a result, we will not recognize any compensation for these awards until it is probable that the performance condition will be met.
Determining the fair value of stock-based awards requires judgment. The Black-Scholes option-pricing model is used to estimate the fair value of stock options that have service and/or performance vesting conditions. The assumptions used in these option-pricing models require the input of subjective assumptions and are as follows:
•Fair value—Please refer to the section titled “Fair value of Common Stock” above for the valuation methodology of our common stock.
•Expected volatility—Expected volatility is based on historical volatilities of a publicly traded peer group based on daily price observations over a period equivalent to the expected term of the awards.
•Expected term—For stock options with only service vesting conditions, the expected term is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period.
•Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards.
•Expected dividend yield—The dividend yield is based on our current expectations of dividend payouts. We currently have no history or expectation of paying cash dividends on our common stock.
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 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 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 June 30, 2026 and 2025.
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During the three months ended June 30, 2026 and 2025, we recorded $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 June 30, 2026 and 2025.
During the six months ended June 30, 2026 and 2025, we recorded $9.0 million and $1.9 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 customers as no warrants to customers were issued during the six months ended June 30, 2026 and 2025.
As of June 30, 2026, there was $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 3.0 years.
As of June 30, 2026, there was $8.9 million in unrecognized compensation related to unvested RSUs which is expected to be recognized over a weighted-average period of 2.4 years.
Recent Accounting Pronouncements
See the sections titled “Summary of Significant Accounting Policies—Recently Adopted Accounting Pronouncements” and “—Recent Accounting Pronouncements Not Yet Adopted” in Note 2 to our unaudited condensed consolidated financial statements in Part I, Item 1. in this Quarterly Report on Form 10-Q for additional details.
Emerging Growth Company Status
We are an emerging growth company, as defined in the JOBS Act. Section 107 of the JOBS Act provides that an “emerging growth company” may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 (“Securities Act”) for complying with new or revised accounting standards. Therefore, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.