Freshpet, Inc. Announces Inducement Grant Under NASDAQ Listing Rule 5635(c)(4)

Rhea-AI Summary

Freshpet (Nasdaq: FRPT) announced an inducement equity award approved by its Compensation and Human Capital Management Committee in connection with John O’Connor’s appointment as Chief Financial Officer, effective February 9, 2026. O’Connor received 7,500 restricted stock units that vest 33.3%, 33.3% and 33.4% on each of the first three anniversaries, subject to continued employment. The grant was made outside the company’s 2024 Equity Incentive Plan pursuant to Nasdaq Rule 5635(c)(4) but will follow equivalent plan terms and conditions.

Positive

• Inducement grant of 7,500 RSUs aligns new CFO with shareholder interests
• Three-year vesting schedule promotes retention through the first three anniversaries

Negative

• None.

Key Figures

Inducement RSUs: 7,500 restricted stock units First tranche vesting: 33.3% Second tranche vesting: 33.3% +2 more

5 metrics

Inducement RSUs 7,500 restricted stock units Equity award to incoming CFO effective February 9, 2026

First tranche vesting 33.3% RSUs vest on first anniversary of grant date, subject to employment

Second tranche vesting 33.3% RSUs vest on second anniversary of grant date, subject to employment

Final tranche vesting 33.4% RSUs vest on third anniversary of grant date, subject to employment

Vesting period 3 years Annual vesting over first three grant anniversaries

Market Reality Check

Price: $69.92 Vol: Volume 1,151,122 vs 20-da...

normal vol

$69.92 Last Close

Volume Volume 1,151,122 vs 20-day average 1,245,097 ahead of this filing-related news. normal

Technical Shares at 69.90, trading above the 200-day MA of 64.62 before the inducement grant news.

Peers on Argus

FRPT was up 3.76% while peers like SMPL, FLO, and NOMD showed modest gains (~0.2...

FRPT was up 3.76% while peers like SMPL, FLO, and NOMD showed modest gains (~0.2–0.4%) and CENT/CENTA were up around 4%. No momentum scanner signals or broad sector momentum were flagged, suggesting today’s move appeared more company-specific than part of a strong sector-wide rotation.

Common Catalyst Peer news included a Flowers Foods management appointment, indicating some governance updates across the group but no clear shared catalyst.

Historical Context

5 past events · Latest: Feb 04 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 04	Leadership appointments	Positive	-1.0%	Strengthened finance and supply chain leadership while reaffirming fiscal 2025 outlook.
Feb 02	Earnings date set	Neutral	+0.4%	Announced timing of Q4 and full-year 2025 results and conference call.
Nov 18	Investor conference	Neutral	+0.2%	Participation in Morgan Stanley consumer and retail investor conference.
Nov 05	Investor forum	Neutral	+2.5%	Participation in J.P. Morgan U.S. Opportunities Forum with investor webcast.
Nov 03	CEO trading plan	Neutral	+14.3%	CEO disclosed Rule 10b5-1 plan for expiring options and future sales.

Pattern Detected

Leadership and governance headlines have sometimes seen mixed price reactions, with most routine communications aligning with modest positive moves but one recent leadership-strengthening announcement coinciding with a slight decline.

Recent Company History

Over the past few months, Freshpet reported executive changes, investor events, and trading plan updates. On Feb 4, 2026, leadership roles in finance and supply chain were strengthened but shares fell 0.99%. An earnings-date announcement on Feb 2, 2026 saw a small gain. Conference participation in November 2025 coincided with modest positive moves, while a CEO Rule 10b5-1 trading plan disclosure on Nov 3, 2025 aligned with a stronger 14.31% rise. Today’s inducement RSU grant fits this pattern of governance-focused updates.

Market Pulse Summary

This announcement details an inducement equity grant of 7,500 restricted stock units for Freshpet’s ...

Analysis

This announcement details an inducement equity grant of 7,500 restricted stock units for Freshpet’s incoming CFO under Nasdaq Listing Rule 5635(c)(4), vesting over three years. It follows earlier disclosures about the CFO transition and fits the company’s broader use of RSUs for executives. In context of upcoming earnings and prior governance updates, investors may monitor how leadership changes, compensation structure, and forthcoming results interact with existing trends in revenue growth and profitability.

Key Terms

nasdaq listing rule 5635(c)(4), inducement award, restricted stock units, equity incentive plan, +1 more

5 terms

nasdaq listing rule 5635(c)(4) regulatory

"as an inducement material to John O’Connor’s acceptance of employment... in accordance with NASDAQ Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

inducement award financial

"Mr. O’Connor was granted, effective February 9, 2026, an inducement award consisting of a total of 7,500 restricted stock units."

An inducement award is a special cash or equity payment given to a new hire—often an executive or key employee—outside the company’s regular pay plans to persuade them to join. Think of it like a signing bonus that can align the new person’s goals with shareholders but also represents a cost and can reduce existing owners’ percentage of the company, so investors watch these awards for their impact on ownership and future performance.

restricted stock units financial

"an inducement award consisting of a total of 7,500 restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

equity incentive plan financial

"The awards were granted outside of the Company’s 2024 Equity Incentive Plan as an inducement grant"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

vest financial

"The restricted stock units will vest 33.3%, 33.3% and 33.4%, respectively, on each of the first three anniversaries"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

AI-generated analysis. Not financial advice.

BEDMINSTER, N.J., Feb. 09, 2026 (GLOBE NEWSWIRE) -- Freshpet, Inc. (“Freshpet” or the “Company”) (Nasdaq: FRPT) today announced that the Compensation and Human Capital Management Committee of its Board of Directors approved an equity award as an inducement material to John O’Connor’s acceptance of employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4).

In connection with his previously announced appointment as Chief Financial Officer, Mr. O’Connor was granted, effective February 9, 2026, an inducement award consisting of a total of 7,500 restricted stock units. The restricted stock units will vest 33.3%, 33.3% and 33.4%, respectively, on each of the first three anniversaries of the date of grant, subject to Mr. O’Connor’s continued employment through such dates. The awards were granted outside of the Company’s 2024 Equity Incentive Plan as an inducement grant pursuant to Nasdaq Rule 5635(c)(4), but will otherwise be consistent with the terms and conditions that apply to awards granted under such plan.

About Freshpet
Freshpet’s mission is to improve the lives of dogs and cats through the power of fresh, real food. Freshpet foods are blends of fresh meats, vegetables and fruits farmed locally and made at our Freshpet Kitchens. We thoughtfully prepare our foods using natural ingredients, cooking them in small batches at lower temperatures to preserve the natural goodness of the ingredients. Freshpet foods and treats are kept refrigerated from the moment they are made until they arrive at Freshpet Fridges in your local market.

Our foods are available in select grocery, mass, digital, pet specialty, and club retailers across the United States, Canada and Europe. From the care we take to source our ingredients and make our food, to the moment it reaches your home, our integrity, transparency and social responsibility are the way we like to run our business. To learn more, visit www.freshpet.com.

Connect with Freshpet:
https://www.facebook.com/Freshpet
https://x.com/Freshpet
http://instagram.com/Freshpet
http://pinterest.com/Freshpet
https://www.tiktok.com/@Freshpet
https://www.youtube.com/user/freshpet400

Investor Contact:
Rachel Ulsh
Rulsh@freshpet.com

Media Contact:
Press@freshpet.com

FAQ

What inducement grant did Freshpet (FRPT) award to its new CFO on Feb 9, 2026?

Freshpet awarded 7,500 restricted stock units to its new CFO as an inducement. According to the company, the RSUs vest 33.3%, 33.3% and 33.4% on each of the first three anniversaries, subject to continued employment.

How does the vesting schedule for John O’Connor’s FRPT inducement award work?

The award vests in three annual tranches over three years with slightly unequal final tranche. According to the company, vesting is 33.3%, 33.3% and 33.4% on each of the first three anniversaries from the February 9, 2026 grant date.

Was John O’Connor’s FRPT award granted under the 2024 Equity Incentive Plan?

No, the grant was made outside the 2024 Equity Incentive Plan as an inducement under Nasdaq rules. According to the company, terms will otherwise be consistent with awards under the 2024 Equity Incentive Plan.

Why did Freshpet (FRPT) use a Nasdaq Rule 5635(c)(4) inducement grant for its CFO?

The company used Nasdaq Rule 5635(c)(4) to grant an inducement tied to hiring a new executive. According to the company, this rule permits outside‑plan awards when material to an executive’s acceptance of employment.

What conditions must be met for John O’Connor to receive all vested FRPT RSUs?

Full vesting requires continued employment through each anniversary vesting date over three years. According to the company, each tranche vests only if Mr. O’Connor remains employed with Freshpet on the applicable anniversary dates.