FRPT Form 5 Corrects Holdings; 1,000-Share Charitable Gift Disclosed

Rhea-AI Filing Summary

Freshpet, Inc. (FRPT) reporting person George Walter N. submitted an annual Form 5 disclosing a prior charitable gift and correcting previously misstated share totals. The filing records a gift of 1,000 shares of common stock on 03/04/2022 that had been omitted due to an administrative error. The reporter also adjusted cumulative share counts to correct duplicated entries from earlier Form 4 filings and other de minimis errors. After these corrections, the reporting person beneficially owns 45,527 shares in total, which includes 1,432 unvested restricted shares, and all shares are held directly.

Positive

• Disclosure correction clarifies previously misstated holdings and improves transparency
• Charitable gift of 1,000 shares is explicitly identified and documented

Negative

• Administrative errors in prior Form 4 filings led to duplicated and omitted entries
• Prior reporting controls appear insufficient, requiring post-hoc corrections

Insights

Financial Analyst

TL;DR: Routine corrective disclosure; small gift and bookkeeping fixes with negligible market impact.

The report primarily reconciles prior reporting inaccuracies and records a bona fide charitable gift of 1,000 shares dated 03/04/2022. The adjusted total beneficial ownership of 45,527 shares (including 1,432 unvested restricted shares) clarifies the reporter's stake but does not indicate transactions likely to affect company operations or share supply materially. This type of correction improves disclosure accuracy and reduces governance risk related to reporting compliance.

Corporate Governance Expert

TL;DR: Corrective Form 5 improves compliance transparency; highlights need for stronger reporting controls.

The filing documents administrative errors in prior Form 4 filings that resulted in duplicated and omitted entries. While the substance (a charitable gift of 1,000 shares) is immaterial to investor valuation, the admission of reporting errors suggests the reporting person or their agents should strengthen internal controls for timely, accurate Section 16 reporting. Accurate historic reporting is important for governance oversight and investor confidence.

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

GEORGE WALTER N.

(Last) (First) (Middle)

C/O FRESHPET, INC.

1450 US-206

(Street)

BEDMINSTER NJ 07921

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Freshpet, Inc. [ FRPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	03/04/2022		G4	1,000(1)	D(1)	$0	42,595(2)	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a bona fide gift of the issuer's common stock by the reporting person to a charitable organization, which was previously unreported due to an administrative error.

2. The total shares held reflects totals as of December 31, 2024, updated to include this transaction. The total number of shares held as of December 31, 2024 has been further adjusted to correct prior administrative errors in reporting of share totals, including as a result of the duplicated reporting of (a) the acquisition via purchase of 2,500 shares on the reporting person's Form 4 filed on September 13, 2016 and (b) the disposition via gift of 1,667 shares on the reporting person's Form 4 filed on November 19, 2024, as well as adjustments for de minimis share amounts. As of the filing of this report, the reporting person owns 45,527 shares (inclusive of 1,432 unvested shares of restricted common stock, as previously reported), all held directly.

	/s/ Lisa A. Alexander, as Attorney-in-Fact for the Reporting Person	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 5 for Freshpet (FRPT) disclose about share ownership?

The filing states the reporting person beneficially owns 45,527 shares in total, including 1,432 unvested restricted shares, all held directly.

Was there a gift or disposition reported on the Form 5?

Yes; the report documents a bona fide charitable gift of 1,000 shares of common stock dated 03/04/2022.

Why were adjustments to share totals made in the Form 5?

Adjustments correct prior administrative errors, including duplicated reporting of a 2,500-share acquisition (2016) and a 1,667-share gift (2024), plus de minimis corrections.

Are the corrected holdings held directly or indirectly?

The filing states all shares are held directly by the reporting person.

Does the Form 5 indicate any material transactions that affect company valuation?

No; the disclosed gift and reporting corrections are described as administrative and do not indicate material transactions affecting valuation.