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

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.

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.

Argus Feb 10 session

-0.77% close to close 0.6x rel. volume Open Argus

Details

News Market Reaction – FRPT

On Feb 10, the first trading day after this news, FRPT closed 0.77% below the previous close.

Data tracked by StockTitan Argus for the Feb 10 session.

Key Figures

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

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

Historical Context

5 past events · Latest: Feb 04

5 events

1. Feb 04

   Leadership appointments

   24h Move

   -1.0%

   Strengthened finance and supply chain leadership while reaffirming fiscal 2025 outlook.

2. Feb 02

   Earnings date set

   24h Move

   +0.4%

   Announced timing of Q4 and full-year 2025 results and conference call.

3. Nov 18

   Investor conference

   24h Move

   +0.2%

   Participation in Morgan Stanley consumer and retail investor conference.

4. Nov 05

   Investor forum

   24h Move

   +2.5%

   Participation in J.P. Morgan U.S. Opportunities Forum with investor webcast.

5. Nov 03

   CEO trading plan

   24h Move

   +14.3%

   CEO disclosed Rule 10b5-1 plan for expiring options and future sales.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

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. How Rhea-AI works. Not financial advice.

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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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.