UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): February 423, 2026

~~Freshpet~~FRESHPET, ~~Inc~~INC.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware	~~001-36729~~	001-36729	~~20-1884894~~	20-1884894
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)
1450 US-206, Bedminster, New Jersey				07921
(Address of Principal Executive Offices)				(Zip Code)

1450 US-206 Bedminster, New Jersey		07921
(Address of principal executive offices)		(Zip code)

Registrant’s Telephone Number, Including Area Code: (201) 520-4000

~~Registrant's~~Not ~~telephone~~Applicable ~~number, including area code: 201 520-4000~~

(Former Name or Former Address, if Changed Since Last Report)

___________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock FRPT ~~The~~ NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter):.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~Appointment~~On February 23, 2026, Freshpet, Inc. (“Freshpet”) issued a press release disclosing its financial results for the quarter and year ended December 31, 2025. The full text of ~~Chief~~the ~~Financial~~press ~~Officer~~release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

OnAs ~~February~~previously 4announced, ~~2026,~~ Freshpet, ~~Inc.~~will ~~(the~~hold ~~“Company”)~~a ~~announced~~conference ~~the~~call ~~appointment~~at of8:00 Mra. ~~John O’Connor to serve as Chief Financial Officer of the Company, effective as of February 9, 2026 (the “Effective Date”)~~m. ~~Mr. O’Connor~~, ~~age~~Eastern 45Time, ~~joins the Company after having previously served as Senior Vice President, Global Commercial Finance of Zoetis Inc. (“Zoetis”), a global animal health company listed~~ on ~~the New York Stock Exchange~~Monday, inFebruary ~~2025~~23, ~~and as Senior Vice President~~2026, ~~US Commercial Finance Lead of Zoetis from 2023~~ to ~~2025.~~discuss Heits ~~also~~financial ~~served~~results asfor ~~Chief~~the ~~Financial~~quarter ~~Officer of Thrive Pet Healthcare from 2021 to 2023. Prior to that he held various roles at Zoetis from 2012 to 2021, including as Senior Vice President~~ and ~~Head,~~year ~~Finance,~~ended ~~U.S.~~December ~~Operations from 2020 to 2021 and Senior Vice President~~31, ~~Finance, Investor Relations and Treasury from 2016 to 2020~~2025.

~~Mr.~~Freshpet ~~O’Connor~~references ~~will~~non-GAAP ~~receive~~financial aninformation ~~annual~~in ~~base~~the ~~salary~~press ofrelease ~~$525,000~~and ~~(“Base~~makes ~~Salary”). He~~similar ~~will~~references ~~also~~in bethe ~~eligible~~transcript to ~~participate in~~ the ~~Company’s~~conference ~~annual~~call. ~~cash~~A ~~bonus~~reconciliation ~~program, with an annual target bonus opportunity~~ of atthese ~~least seventy percent (70%) of his Base Salary, as well as the Company’s long~~non-~~term~~GAAP ~~equity~~financial ~~incentive~~measures ~~program,~~to ~~with a target opportunity of at least one hundred fifty percent (150%) of his Base Salary, based in each case on parameters established by~~ the ~~Company’s~~nearest ~~board~~comparable ofGAAP ~~directors~~financial ~~(the~~measures ~~“Board”), or a committee thereof. Mr. O’Connor~~ is ~~also~~contained ~~eligible to participate~~ in the ~~Company’s~~attached ~~executive severance~~Exhibit ~~plan~~99.1 ~~and~~press ~~other benefit programs available to Company employees, and shall be entitled to five (5) weeks of vacation to be taken in accordance with Company policy~~release.

AsItem ~~an inducement to Mr~~7. ~~O’Connor to join the Company, the Compensation and Human Capital Management Committee of the Board has determined to grant Mr~~01. ~~O’Connor~~Regulation ~~restricted~~FD stock units in respect of seventy-five hundred (7,500) shares of the Company’s common stock on and as of the Effective Date (the “Restricted Stock Units”), which will vest in equal installments on each of the first three anniversaries of Effective Date, subject to MrDisclosure. ~~O’Connor’s continued employment through such dates.~~

~~There~~On ~~are~~February no23, ~~arrangements~~2026, orFreshpet ~~understandings~~published ~~between~~to ~~Mr.~~the ~~O’Connor~~investor ~~and~~relations ~~any~~section ~~other persons outside~~ of ~~the~~its ~~Company~~website ~~pursuant~~a topresentation which hewill ~~was selected~~be asused ~~an executive officer of the Company, and there are no family relationships between any director, executive officer, or person nominated or chosen~~ by ~~the~~Freshpet’s ~~Company~~management toteam ~~become~~in ameetings ~~director~~with oranalysts ~~executive officer of the Company~~ and Mrstockholders. ~~O’Connor.~~ ~~Mr.~~A ~~O’Connor~~copy ~~has~~of nothe ~~direct~~presentation oris ~~indirect~~attached ~~material~~hereto ~~interest~~as inExhibit ~~any~~99.2 ~~transaction~~and ~~required~~is toincorporated beherein ~~disclosed~~by ~~pursuant to Item 404(a) of Regulation S-K~~reference.

~~Reassignment~~The information furnished with Item 2.02 and this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of ~~Interim~~Section ~~Chief~~18 ~~Financial~~of ~~Officer~~the Securities Exchange Act of 1934, as amended (“the Exchange Act”) or incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

~~Upon~~Freshpet uses the ~~commencement~~“Investors” section of ~~Mr.~~its ~~O’Connor’s~~website ~~employment as Chief Financial Officer on the Effective Date, Mr~~(investors.freshpet.com) ~~Ivan Garcia will step down from his position~~ as ~~Interim~~a ~~Chief~~means ~~Financial~~of ~~Officer~~disclosing ~~but~~material ~~will~~non-public ~~continue~~information toand ~~serve~~for ~~the~~complying ~~Company~~with asits ~~Senior~~disclosure ~~Vice~~obligations ~~President,~~under ~~Finance.~~Regulation ~~The Company appreciates Mr~~FD. ~~Garcia’s diligent service as Interim Chief Financial Officer and looks forward to his continued support.~~

Item 79.01. ~~Regulation~~Financial FDStatements ~~Disclosure~~and Exhibits.

On(d) February 4, 2026, the Company issued a press release announcing the appointment of Mr. O’Connor. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.Exhibits

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.


Exhibit Number						Description

99.1						Press Release, dated February 2 3, 202 6
99.2						Investors Presentation
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
99.1	Press Release, dated February 4, 2026
104	Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 4, 2026


	FRESHPET, INC.

Date: February 23, 2026	By:	/s/ John G. O'Connor
	Name: John G. O'Connor
	Title: Chief Financial Officer

FRESHPET, INC. By: /s/ Lisa Alexander Name: Lisa Alexander Title: General Counsel and Corporate Secretary

Filing Compare · Freshpet, Inc.