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Freshpet, Inc.

For the period ended Mar 31, 2026. Filed May 6, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 6, 2026

FRPT$64.39-0.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-03.

0001611647-25-000030

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-06.

0001611647-26-000012

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 144 previous paragraphs and 133 current paragraphs.

70 unchanged; 43 reworded; 19 added; 26 removed; 5 previous and 1 current paragraphs rearranged.

Tables are not compared: 8 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (19)

Current report

Income tax expense is comprised of federal and state income tax expense based on the period’s taxable income.

Current report

As a result of releasing a majority of the valuation allowance in 2025, and the resulting deferred tax asset position, income tax expense for the current period primarily represents deferred income tax expense.

Current report

Net income increased $61.2 million to net income of $48.5 million for the three months ended March 31, 2026 as compared to a net loss of $12.7 million in the prior year period, primarily due to the gain on equity investment, contributions from higher sales, and decreased non-recurring SG&A charges, partially offset by the increase in income tax expense.

Current report

Net cash provided by operating activities of $40.3 million for the three months ended March 31, 2026 was primarily attributed to:

Current report

Net cash provided by operating activities of $4.8 million for the three months ended March 31, 2025 was primarily attributed to:

Current report

Net cash provided by investing activities of $67.9 million for the three months ended March 31, 2026 was primarily attributed to:

Current report

•$95.5 million of cash proceeds from the sale of our equity investment.

Current report

Net cash used in investing activities of $26.5 million for the three months ended March 31, 2025 was primarily attributed to:

Current report

Net cash used in financing activities of$4.8 millionfor the three months ended March 31, 2026, was primarily attributed to:

Current report

Net cash used in financing activities of $3.2 million for the three months ended March 31, 2025 was primarily attributed to:
Removed paragraphs (26)

Previous report

At December 31, 2024, the Company determined that a full valuation allowance against its $98.5 million of net deferred tax assets was appropriate. At September 30, 2025, we determined that it was appropriate to release $77.9 million of the valuation allowance, against the $85.7 million of net deferred tax assets identified as of September 30, 2025, based on the weight of available evidence, which now supports the conclusion that it is more likely than not that the majority of deferred tax assets will be realized. Based on sustained profitability, including generating three-year cumulative income before taxes, the significant deferred tax liabilities that are expected to reverse in future periods, and the future taxable income that is expected to fully utilize the Company's NOLs, the evidence supporting the release of a valuation allowance outweighs the evidence supporting a full valuation allowance. As a result, we recognized a deferred income tax benefit of $77.9 million for the three and nine months ended September 30, 2025.

Previous report

Net income increased $89.8 million to net income of $101.7 million for the three months ended September 30, 2025 as compared to net income of $11.9 million in the prior year period due to the deferred income tax benefit resulting from the release of the valuation allowance as a result of sustained profitability and the expected future profitability, contribution from higher sales, and decreased SG&A expenses, partially offset by decrease in gross profit as a percentage of net sales.

Previous report

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Previous report

Gross profit was $326.2 million, or 39.9% as a percentage of net sales, for the nine months ended September 30, 2025, compared to $284.4 million, or 39.9% as a percentage of net sales, in the prior year period. The gross profit as a percentage of net sales remained consistent for both periods as the benefit from lower input costs and reduced quality costs was fully offset by reduced leverage on plant expenses.

Previous report

Adjusted Gross Profit for the nine months ended September 30, 2025 was $377.1 million, or 46.2% as a percentage of net sales, compared to $327.2 million, or 45.9% as a percentage of net sales, in the prior year period. See “—Non-GAAP Financial Measures” below.

Previous report

SG&A expenses were $295.0 million for the nine months ended September 30, 2025, compared to $265.7 million in the prior year period. As a percentage of net sales, SG&A decreased to 36.1% for the nine months ended September 30, 2025, compared to 37.3% in the prior year period. The decrease in SG&A as a percentage of net sales was primarily due to decreased share-based compensation and variable compensation accrual, partially offset by increased media spend as a percentage of net sales and higher non-recurring charges in 2025.

Previous report

Adjusted SG&A for the nine months ended September 30, 2025 was $242.5 million, or 29.7% as a percentage of net sales, compared to $218.0 million, or 30.6% as a percentage of net sales, in the prior year period. See “—Non-GAAP Financial Measures” below.

Previous report

Interest expense increased $2.0 million to $10.8 million for the nine months ended September 30, 2025 as compared to $8.7 million in the prior year period. The increase was primarily driven by a $1.8 million increase in interest expense on our Convertible Notes due to a decrease in capitalized interest compared to the prior year period as a result of assets placed into service.

Previous report

Income tax benefit increased $78.1 million to $77.9 million for the nine months ended September 30, 2025 as compared to income tax expense of $0.2 million in the prior year period. The increase is primarily due to the $77.9 million release of the valuation allowance against the net deferred tax assets in the current period.

Previous report

Net income increased $76.5 million to net income of $105.3 million for the nine months ended September 30, 2025, as compared to net income of $28.8 million in the prior year period, due to the deferred income tax benefit resulting from the release of the valuation allowance as a result of sustained profitability and the expected future profitability, and contributions from higher sales, partially offset by increased SG&A expenses, including increased media spend of $24.0 million and $17.7 million of non-recurring charges in 2025, compared to a $9.9 million gain on equity investment in the prior year period.

Previous report

Net cash provided by operating activities of $105.5 million for the nine months ended September 30, 2025 was primarily attributed to:

Previous report

Net cash provided by operating activities of $103.9 million for the nine months ended September 30, 2024 was primarily attributed to:

Previous report

Net cash used in investing activities of $95.1 million for the nine months ended September 30, 2025 was primarily attributed to:

Previous report

Net cash used in investing activities of $128.8 million for the nine months ended September 30, 2024 was primarily attributed to:

Previous report

Net cash used in financing activities of$4.4 millionfor the nine months ended September 30, 2025, was primarily attributed to:

Previous report

Net cash provided by financing activities of $2.6 million for the nine months ended September 30, 2024 was primarily attributed to:
Reworded paragraphs (43)

Previous wording

Freshpet's mission is to elevate the way we feed our pets with fresh food that nourishes all. We were inspired by the rapidly growing view among pet owners that their dogs and cats are a part of their family, leading them to demand healthier pet food choices. Since Freshpet's inception in 2006, we have created a comprehensive business model to deliver wholesome pet food that pet parents can trust, and in the process, we believe we have become one of the fastest growing pet food companies in North America. Our business model is difficult for others to replicate and we see significant opportunity for future growth by leveraging the unique elements of our business, including our brand, our product know-how, our Freshpet Kitchens, our refrigerated distribution, our Freshpet Fridges and our culture.

Current wording

Freshpet's mission is to help dogs and cats live longer, happier, healthier lives with the people who love them. We were inspired by the rapidly growing view among pet owners that their dogs and cats are a part of their family, leading them to demand healthier pet food choices. Since Freshpet's inception in 2006, we have created a comprehensive business model to deliver wholesome pet food that pet parents can trust, and in the process, we believe we have become one of the fastest growing pet food companies in North America. Our business model is difficult for others to replicate and we see significant opportunity for future growth by leveraging the unique elements of our business, including our brand, our production technology, our manufacturing network, our refrigerated distribution, our Freshpet Fridges and our culture.

Previous wording

Our net sales are derived from the sale of fresh pet food products to retailers, through direct sales and distributor arrangements. Our products are sold to consumers through a fast-growing network of company-owned branded refrigerators, known as Freshpet Fridges, located in our customers’ stores. We continue to roll out Freshpet Fridges at leading retailers across North America and parts of Europe and have installed Freshpet Fridges in approximately 29,745 retail stores as of September 30, 2025. Our products are sold under the Freshpet brand name with ingredients, packaging and labeling customized by class of retail. Sales are recorded net of discounts, returns and promotional allowances.

Current wording

Our net sales are derived from the sale of fresh pet food products to retailers, through direct sales and distributor arrangements. Our products are primarily sold to consumers through a fast-growing network of company-owned branded refrigerators, known as Freshpet Fridges, located in our customers’ stores. We continue to roll out Freshpet Fridges at leading retailers across North America and parts of Europe and have installed Freshpet Fridges in approximately 30,425 retail stores as of March 31, 2026. Our products are sold under the Freshpet brand name with ingredients, packaging and labeling customized by class of retail. Sales are recorded net of discounts, returns and promotional allowances.

Previous wording

Marketing & advertising. Our marketing and advertising expenses primarily consist of national television media, digital marketing, social media and grass roots marketing to drive brand awareness. These expenses may vary from quarter to quarter depending on the timing of our marketing and advertising campaigns. Our Feed the Growth initiative focuses on growing the business through increased marketing investments.

Current wording

Marketing & advertising. Our marketing and advertising expenses primarily consist of television advertising, digital, and social media channels. Our digital efforts span a range of platforms and environments, including company and retail websites, retail media networks, search engines, blogs, and online reviews. These expenses may vary from quarter to quarter depending on the timing of marketing and advertising campaigns.

Previous wording

Freshpet Fridge operating costs. Freshpet Fridge operating costs consist of repair costs and depreciation. The purchase and installation costs for new Freshpet Fridges are capitalized and depreciated over the estimated useful life. All new refrigerators are covered by a manufacturer warranty for three years. We subsequently incur maintenance and freight costs for repairs and refurbishments handled by third-party service providers.

Current wording

Freshpet Fridge operating costs. Freshpet Fridge operating costs consist of repair costs and depreciation. The purchase and installation costs for new Freshpet Fridges are capitalized and depreciated over the estimated useful life. Freshpet Fridges purchased in 2025, and after, are protected by a manufacturer warranty of five years, while those purchased prior to 2025 carry a three-year manufacturer warranty. We subsequently incur maintenance and freight costs for repairs and refurbishments handled by third-party service providers.

Previous wording

Condensed Consolidated Statements of Income and Comprehensive Income

Previous wording

Net sales increased $35.5 million, or 14.0%, to $288.8 million for the three months ended September 30, 2025 as compared to $253.4 million in the same period in the prior year. The $35.5 million increase in net sales was driven by growth in the Grocery, Mass, International, and Digital channel of $23.6 million, with the remaining growth in the Pet Specialty and Club channel. The net sales increase was primarily driven by volume gains of 12.9% and favorable price/mix of 1.1%.

Current wording

Net sales increased $34.4 million, or 13.1%, to $297.6 million for the three months ended March 31, 2026 as compared to $263.2 million in the same period in the prior year. The $34.4 million increase in net sales was driven by growth in the Grocery, Mass, International, and Digital channel of $17.2 million, with the remaining growth in the Pet Specialty and Club channel. The net sales increase was primarily driven by volume gains of 14.6%, partially offset by unfavorable price/mix of 1.5%.

Previous wording

Gross profit was $114.2 million, or 39.5% as a percentage of net sales, for the three months ended September 30, 2025, compared to $102.2 million, or 40.4% as a percentage of net sales, in the prior year period. The 0.9% decrease in gross profit as a percentage of net sales was primarily due to reduced leverage on plant expenses partially offset by lower input costs.

Current wording

Gross profit was $120.7 million, or 40.5% as a percentage of net sales, for the three months ended March 31, 2026, compared to $103.8 million, or 39.4% as a percentage of net sales, in the prior year period. The 1.1% increase in gross profit as a percentage of net sales was primarily due to lower input costs and improved leverage on plant expenses.

Previous wording

Adjusted Gross Profit for the three months ended September 30, 2025 was $132.8 million, or 46.0% as a percentage of net sales, compared to $117.7 million, or 46.5% as a percentage of net sales, in the prior year period. See “—Non-GAAP Financial Measures” below.

Current wording

Adjusted Gross Profit for the three months ended March 31, 2026 was $139.6 million, or 46.9% as a percentage of net sales, compared to $120.2 million, or 45.7% as a percentage of net sales, in the prior year period. See “—Non-GAAP Financial Measures” below.

Previous wording

Selling, general and administrative expenses ("SG&A") were $89.3 million for the three months ended September 30, 2025, compared to $90.3 million in the prior year period. As a percentage of net sales, SG&A decreased to 30.9% for the three months ended September 30, 2025, compared to 35.7% in the prior year period. The decrease in SG&A as a percentage of net sales was primarily due to decreased share-based compensation and variable compensation accrual, partially offset by increased media spend as a percentage of net sales.

Current wording

Selling, general and administrative expenses ("SG&A") were $116.3 million, or 39.1% as a percentage of net sales, for the three months ended March 31, 2026, compared to $115.3 million, or 43.8% as a percentage of net sales, in the prior year period. The decrease in SG&A as a percentage of net sales was primarily due to a decrease in non-recurring charges that occurred in the first quarter of 2025, partially offset by increased media spend.

Previous wording

Adjusted SG&A for the three months ended September 30, 2025 was $78.2 million, or 27.1% as a percentage of net sales, compared to $74.2 million, or 29.3% as a percentage of net sales, in the prior year period. See “—Non-GAAP Financial Measures” below.

Current wording

Adjusted SG&A for the three months ended March 31, 2026 was $101.7 million, or 34.2% as a percentage of net sales, compared to $84.7 million, or 32.2% as a percentage of net sales, in the prior year period. See “—Non-GAAP Financial Measures” below.

Previous wording

As a result of the factors discussed above, income from operations increased by $13.0 million to income from operations of $24.9 million for the three months ended September 30, 2025 as compared to income from operations of $11.9 million in the prior year period.

Current wording

As a result of the factors discussed above, income from operations increased by $15.8 million to income from operations of $4.3 million for the three months ended March 31, 2026 as compared to loss from operations of $11.5 million in the prior year period.

Previous wording

The Company recorded interest and other income, net of $2.4 million for the three months ended September 30, 2025 as a result of interest income generated from cash and cash equivalents as compared to $3.0 million in the prior year period.

Current wording

The Company recorded interest and other income, net of $2.9 million for the three months ended March 31, 2026 as a result of interest income generated from cash and cash equivalents as compared to $2.4 million in the prior year period.

Previous wording

Interest expense increased $0.6 million to $3.6 million for the three months ended September 30, 2025 as compared to $2.9 million in the prior year period. The increase was primarily driven by a $0.5 million increase in interest expense on our Convertible Notes due to a decrease in capitalized interest compared to the prior year period as a result of assets placed into service.

Current wording

Interest expense increased $0.1 million to $3.6 million for the three months ended March 31, 2026 as compared to $3.5 million in the prior year period. The increase was driven by $0.1 million of additional interest expense related to a finance lease liability.

Previous wording

The $9.9 million gain on equity investment for the nine months ended September 30, 2024 resulted from the change in fair value of the Company's equity interest in a privately held company, as discussed in Note 1 - Summary of Significant Accounting Policies of our (unaudited) condensed consolidated financial statements.

Current wording

The $62.0 million gain on equity investment for the three months ended March 31, 2026, resulted from the sale of the Company's non-controlling interest in a privately held company following the equity investment's acquisition by a third party, as discussed in Note 1 of our (unaudited) condensed consolidated financial statements.

Previous wording

Income tax benefit increased $78.0 million to $78.0 million for the three months ended September 30, 2025 as compared to income tax expense of $0.1 million in the prior year period. The increase was primarily due to the $77.9 million release of the valuation allowance against the net deferred tax assets in the current period.

Current wording

Income tax expense increased $17.0 million to $17.1 million for the three months ended March 31, 2026 as compared to income tax expense of $0.1 million in the prior year period, primarily attributable to an increase in taxable income due to the gain on equity investment.

Previous wording

Adjusted EBITDA was $54.6 million for the three months ended September 30, 2025 as compared to $43.5 million in the prior year period. The increase in Adjusted EBITDA was a result of increased Adjusted Gross Profit, partially offset by higher Adjusted SG&A expenses. See “—Non-GAAP Financial Measures” below.

Current wording

Adjusted EBITDA was $37.9 million for the three months ended March 31, 2026 as compared to $35.5 million in the prior year period. The increase in Adjusted EBITDA was a result of increased Adjusted Gross Profit, partially offset by higher Adjusted SG&A expenses. See “—Non-GAAP Financial Measures” below.

Previous wording

Freshpet uses the following non-GAAP financial measures in its financial communications. These non-GAAP financial measures should be considered as supplements to the U.S. GAAP reported measures, should not be considered replacements for, or superior to, the U.S. GAAP measures and may not be comparable to similarly named measures used by other companies.

Current wording

Freshpet uses the following non-GAAP financial measures in its financial communications. These non-GAAP financial measures should be considered as supplements to the U.S. GAAP reported measures, should not be considered replacements for, or superior to, the U.S. GAAP measures and may not be comparable to similarly named measures used by other companies. Such financial measures are not financial measures prepared in accordance with U.S. GAAP.

Previous wording

Such financial measures are not financial measures prepared in accordance with U.S. GAAP. We define Adjusted Gross Profit as Gross Profit before depreciation expense, non-cash share-based compensation, and loss on disposal of manufacturing equipment. We define Adjusted SG&A as SG&A expenses before depreciation and amortization expense, non-cash share-based compensation, loss on disposal of equipment, distributor transition costs, legal obligation and international business changes. EBITDA represents net income plus interest expense net of interest income, income tax (benefit) expense and depreciation and amortization expense. Adjusted EBITDA represents EBITDA less gain on equity investment, plus non-cash share-based compensation expense, loss on disposal of property, plant and equipment, distributor transition costs, legal obligation, and international business changes.

Current wording

We define Adjusted Gross Profit as gross profit before depreciation expense, non-cash share-based compensation, and loss on disposal of manufacturing equipment. We define Adjusted SG&A as SG&A expenses before depreciation and amortization expense, non-cash share-based compensation, loss on disposal of equipment, distributor transition costs, legal obligation and international business charges. EBITDA represents net income (loss) plus depreciation and amortization expense, interest expense net of interest income and, income tax expense. Adjusted EBITDA represents EBITDA less gain on equity investment, plus non-cash share-based compensation expense, loss on disposal of property, plant and equipment, distributor transition costs, legal obligation, and international business charges.

Previous wording

We believe that each of these non-GAAP financial measures provide additional metrics to evaluate our operations and, when considered with both our U.S. GAAP results and the reconciliation to the closest comparable U.S. GAAP measures, provides a more complete understanding of our business than could be obtained absent this disclosure. We use the non-GAAP financial measures, together with U.S. GAAP financial measures, such as net sales, gross profit margins and cash flow from operations, to assess our historical and prospective operating performance, to provide meaningful comparisons of operating performance across periods, to enhance our understanding of our operating performance and to compare our performance to that of our peers and competitors.

Current wording

We believe that each of these non-GAAP financial measures provide additional metrics to evaluate our operations and, when considered with both our U.S. GAAP results and the reconciliation to their most directly comparable U.S. GAAP measures, provide a more complete understanding of our business than could be obtained absent this disclosure. The non-GAAP measures are not and should not be considered an alternative to the most directly comparable U.S. GAAP measures or any other figure calculated in accordance with U.S. GAAP, or as an indicator of operating performance. We use the non-GAAP financial measures, together with U.S. GAAP financial measures, such as net sales, gross profit margins and cash flow from operations, to assess our historical and prospective operating performance, to provide meaningful comparisons of operating performance across periods, to enhance our understanding of our operating performance and to compare our performance to that of our peers and competitors.

Previous wording

The non-GAAP financial measures are presented here because we believe they are useful to investors in assessing the operating performance of our business without the effect of non-cash items, and other items as detailed herein. The non-GAAP financial measures should not be considered in isolation or as alternatives to net income, income from operations or any other measure of financial performance calculated and prescribed in accordance with U.S. GAAP. Neither EBITDA nor Adjusted EBITDA should be considered a measure of discretionary cash available to us to invest in the growth of our business. Our non-GAAP financial measures may not be comparable to similarly titled measures in other organizations because other organizations may not calculate non-GAAP financial measures in the same manner as we do.

Current wording

The non-GAAP financial measures are presented here because we believe they are useful to investors in assessing the operating performance of our business without the effect of non-cash items, and other items as detailed herein. The non-GAAP financial measures should not be considered in isolation or as alternatives to net income (loss), income (loss) from operations or any other measure of financial performance calculated and prescribed in accordance with U.S. GAAP. Neither EBITDA nor Adjusted EBITDA should be considered a measure of discretionary cash available to us to invest in the growth of our business. Our non-GAAP financial measures may not be comparable to similarly titled measures in other organizations because other organizations may not calculate non-GAAP financial measures in the same manner as we do.

Previous wording

The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net income, the most directly comparable financial measure presented in accordance with U.S. GAAP:

Current wording

The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net income (loss), the most directly comparable financial measure presented in accordance with U.S. GAAP:

Previous wording

We expect to make future capital expenditures in connection with the completion of our planned development of Freshpet Kitchens Ennis Phase 2 and 3. During the nine months ended September 30, 2025, we spent approximately $95.1 million of capital to meet our capacity needs as well as recurring capital expenditures. We expect to spend an additional $44.9 million in the remainder of fiscal year 2025.

Current wording

We expect to make future capital expenditures in connection with the completion of our planned development of Freshpet Kitchens Ennis Phase 2 and 3. During the three months ended March 31, 2026, we spent approximately $27.6 million of capital to meet our capacity needs as well as recurring capital expenditures. We expect capital expenditures to total approximately $150 million in fiscal year 2026.

Previous wording

We expect to rely on our current and future cash flow from operations, may issue additional debt, and/or raise capital through our access to capital markets, if appropriate. Our ability to obtain additional funding will be subject to various factors, including general economic and market conditions, our operating performance, the market’s perception of our growth potential, lender sentiment and our ability to incur additional debt in compliance with other contractual restrictions.

Current wording

We expect to rely on our current and future cash flow from operations to fund our growth going forward. However, we may issue additional debt, refinance our existing debt, and/or raise capital through our access to capital markets, if appropriate. Our ability to obtain additional funding will be subject to various factors, including general economic and market conditions, our operating performance, the market’s perception of our growth potential, lender sentiment and our ability to incur additional debt in compliance with other contractual restrictions.

Previous wording

Additionally, our cash flow generation ability is subject to general economic factors at the international, national and regional levels, including but not limited to increased interest rates and inflation, tariffs, trade wars, recession, financial, competitive, legislative and regulatory factors and other factors that are beyond our control, including government or regulatory shutdowns or defunding, or disruptions with or increased costs imposed by our key suppliers or others within our supply chain. Further, such macroeconomic factors could negatively impact consumer sentiment, resulting in reduced demand and changes in purchasing behaviors for some or all of our products and other relevant factors, such as consumer hesitancy to trade up in pet food, deferral of veterinary visits, and reduced pet adoption rates. While these factors are expected to persist in the near term, the Company has implemented strategic initiatives, including targeted marketing, value-focused product innovation, and expanded distribution in club and mass channels, to mitigate their impact. Management believes these actions will support continued growth and margin expansion, even if the current economic environment remains unchanged. We cannot assure you that our business will generate cash flow from operations in an amount sufficient to enable us to fund our liquidity needs.

Current wording

Additionally, our cash flow generation ability is subject to general economic factors at the international, national and regional levels, including but not limited to increased interest rates and inflation, tariffs, trade wars, geopolitical conflict, war, recession, financial, competitive, legislative and regulatory factors and other factors that are beyond our control, including government or regulatory shutdowns or defunding, or disruptions with or increased costs imposed by our key suppliers or others within our supply chain. Further, such macroeconomic factors could negatively impact consumer sentiment, resulting in reduced demand and changes in purchasing behaviors for some or all of our products and other relevant factors, such as consumer hesitancy to trade up in pet food, deferral of pet-related expenses, and reduced pet adoption rates. While these factors are expected to persist in the near term, the Company has implemented strategic initiatives, including targeted marketing, value-focused product innovation, and expanded distribution in club and mass channels, to mitigate their impact. Management believes these actions will support continued growth and margin expansion, even if the current economic environment remains unchanged. We cannot assure you that our business will generate cash flow from operations in an amount sufficient to enable us to fund our liquidity needs.

Previous wording

Expanding certain of our Freshpet Kitchens primarily comprises our material future cash requirement. The Company has reduced its capital expenditure forecast for 2025, reflecting both a moderation in demand and significant operational efficiencies. These changes are expected to materially improve near-term cash flow and reduce the capital intensity of the business, while maintaining flexibility to scale as market conditions evolve. However, our capital requirements, including our cash requirements, may vary materially from those currently planned if, for example, our revenues do not reach expected levels, or we have to incur unforeseen capital expenditures and make investments to maintain our competitive position. If this is the case, we may seek alternative financing, such as issuing additional debt or equity securities, and we cannot assure you that we will be able to do so on favorable terms, if at all. Moreover, if we issue new debt securities, the debt holders would have rights senior to common stockholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity or if the Convertible Notes are converted to common shares, existing stockholders may experience dilution, and such new securities could have rights senior to those of our common stock. These factors may make the timing, amount, terms and conditions of additional financing unattractive. Our inability to raise capital could impede our growth or otherwise require us to forego growth opportunities and could materially adversely affect our business, financial condition and results of operations.

Current wording

Expanding certain of our Freshpet Kitchens primarily comprises our material future cash requirement. The Company reduced its capital expenditures for manufacturing expansion during 2025, with the 2026 capital expenditures forecast similarly reflecting both a moderation in demand and significant operational efficiencies. These changes are expected to materially improve near-term cash flow and reduce the capital intensity of the business, while maintaining flexibility to scale as market conditions evolve. However, our capital requirements, including our cash requirements, may vary materially from those currently planned if, for example, our revenues do not reach expected levels, or we have to incur unforeseen capital expenditures and make investments to maintain our competitive position. If this is the case, we may seek alternative financing, such as issuing additional debt or equity securities, and we cannot assure you that we will be able to do so on favorable terms, if at all. Moreover, if we issue new debt securities, the debt holders would have rights senior to common stockholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity or if the Convertible Notes are converted to common shares, existing stockholders may experience dilution, and such new securities could have rights senior to those of our common stock. These factors may make the timing, amount, terms and conditions of additional financing unattractive. Our inability to raise capital could impede our growth or otherwise require us to forego growth opportunities and could materially adversely affect our business, financial condition and results of operations.

Previous wording

Working capital consists of current assets net of current liabilities. Working capital increased $8.7 million to $346.8 million as of September 30, 2025 compared to working capital of $338.1 million as of December 31, 2024. The increase was primarily a result of an increase of $6.0 million in cash and cash equivalents, an increase of $2.3 million in other current assets, and a decrease of $8.3 million in accounts payable and $14.8 million in accrued expenses as a result of timing. The increase was partially offset by a decrease of $4.1 million in accounts receivable, a decrease of $10.9 million in inventories, net, a decrease of $6.7 million in prepaid expenses, and an increase of $1.0 million in lease liabilities.

Current wording

Working capital consists of current assets net of current liabilities. Working capital increased $97.0 million to $454.1 million as of March 31, 2026 compared to working capital of $357.1 million as of December 31, 2025. The increase was primarily a result of an increase of $103.4 million in cash and cash equivalents as a result of the proceeds from the sale of our equity investment, an increase of $3.8 million in inventories, net, an increase of $1.6 million in accounts receivable, and a decrease of $7.0 million in accounts payable. The increase was partially offset by a decrease of $2.5 million in prepaid expenses, a decrease of $0.3 million in other current assets, an increase of $15.9 million in accrued expenses as a result of timing, and an increase of $0.1 million in lease liabilities.

Previous wording

As of September 30, 2025, our capital resources consisted primarily of $274.6 million of cash and cash equivalents on hand.

Current wording

As of March 31, 2026, our capital resources consisted primarily of $381.4 million of cash and cash equivalents on hand.

Previous wording

As of December 31, 2024, our capital resources consisted primarily of $268.6 million of cash and cash equivalents on hand.

Current wording

As of December 31, 2025, our capital resources consisted primarily of $278.0 million of cash and cash equivalents on hand.

Previous wording

Net cash provided by operating activities consists primarily of net income adjusted for certain non-cash items (i.e., provision for loss on accounts receivable, loss on disposal of property, plant and equipment, share-based compensation, change in reserve for inventory obsolescence, depreciation and amortization, amortization of deferred financing costs, change in operating lease right of use asset, and gain on equity investment).

Current wording

Net cash provided by operating activities consists primarily of net income adjusted for certain non-cash items (i.e., provision for loss on accounts receivable, loss on disposal of property, plant and equipment, share-based compensation, change in deferred income taxes, depreciation and amortization, amortization of deferred financing costs, change in operating lease right of use asset, and gain on equity investment).

Previous wording

•$113.4 million of net income, adjusted for reconciling non-cash items, which excludes $84.6 million of non-cash items related to $52.2 million of depreciation and amortization, $37.9 million of share-based compensation including amortization of warrants, $1.6 million of write-off and amortization of deferred financing costs and loan discount, $1.0 million of change in operating lease right of use asset, $0.7 million of reserve for inventory obsolescence and $1.1 million of loss on disposal of property, plant and equipment, partially offset by $9.9 million of gain on equity investment.

Current wording

•$38.2 million of net income, adjusted for reconciling non-cash items, which excludes $10.3 million of non-cash items related to $62.0 million of gain on equity investment, partially offset by $16.1 million of deferred income tax expense, $25.0 million of depreciation and amortization, $9.1 million of share-based compensation, $0.6 million of amortization of deferred financing costs, $0.1 million of loss on disposal of property, plant and equipment, and $0.8 million of change in operating lease right of use asset; and

Previous wording

•a $25.6 million decrease due to changes in operating assets and liabilities. The decrease was primarily due to the change in accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, and operating lease liability, partially offset by the change in inventories.

Current wording

•a $2.1 million increase due to changes in operating assets and liabilities. The increase was primarily due to the change in accrued expenses and prepaid expenses and other current assets, partially offset by the changes in accounts receivable, inventories, other assets, accounts payable, and operating lease liability.

Previous wording

•$131.1 million of net income, adjusted for reconciling non-cash items, which excludes $25.8 million of non-cash items related to $77.9 million of deferred income tax benefit, $66.8 million of depreciation and amortization, $12.1 million of provision for loss on accounts receivable, $20.3 million of share-based compensation, $1.6 million of amortization of deferred financing costs, $1.4 million of loss on disposal of property, plant and equipment, and $1.5 million of change in operating lease right of use asset.

Current wording

•$31.0 million of net income, adjusted for reconciling non-cash items, which excludes $43.7 million of non-cash items related to $21.8 million of depreciation and amortization, $11.5 million of provision for loss on accounts receivable, $8.8 million of share-based compensation, $0.5 million of amortization of deferred financing costs, $0.7 million of loss on disposal of property, plant and equipment, and $0.3 million of change in operating lease right of use asset.

Previous wording

•a $9.5 million decrease due to changes in operating assets and liabilities. The decrease was primarily due to the changes in accounts receivable, inventories, prepaid expenses and other current assets, other assets, and operating lease liability, partially offset by the change in accounts payable and accrued expenses.

Current wording

•a $26.2 million decrease due to changes in operating assets and liabilities. The decrease was primarily due to the changes in accrued expenses, accounts receivable, inventories, and other assets, partially offset by the change in accounts payable and prepaid expenses and other current assets.

Previous wording

•$95.1 million of capital expenditures related to Freshpet Kitchens, plant recurring capital expenditures, expenditures relating to investment in fridges, and other capital spend.

Current wording

•$27.6 million of capital expenditures related to Freshpet Kitchens, plant recurring capital expenditures, expenditures relating to investment in fridges, and other capital spend.

Previous wording

•$128.8 million of capital expenditures related to Freshpet Kitchens, plant recurring capital expenditures, expenditures relating to investment in fridges, and other capital spend.

Current wording

•$26.5 million of capital expenditures related to Freshpet Kitchens, plant recurring capital expenditures, expenditures relating to investment in fridges, and other capital spend.

Previous wording

•$3.1 million for tax withholdings related to net share settlements of restricted stock units; and

Current wording

•$4.5 million for tax withholdings related to net share settlements of restricted stock units; and

Previous wording

•$1.6 million for principal payments under finance lease obligations.

Current wording

•$1.0 million for principal payments under finance lease obligations.

Previous wording

•$0.3 million cash proceeds from the exercise of stock options.

Current wording

•$0.7 million cash proceeds from the exercise of stock options.

Previous wording

•$1.4 million for tax withholdings related to net share settlements of restricted stock units; and

Current wording

•$2.9 million for tax withholdings related to net share settlements of restricted stock units; and

Showing the first 40 of 43 pairs. Open the source sections for the rest.

Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Net Cash Provided by (Used in) Investing Activities
Rearranged previous paragraphs (5)

Previous report — wording carried elsewhere

The following table sets forth net sales by class of retailer:

Previous report — wording carried elsewhere

Net sales increased $104.3 million, or 14.6%, to $816.8 million for the nine months ended September 30, 2025 as compared to $712.5 million in the same period in the prior year. The $104.3 million increase in net sales was driven by growth in the Grocery, Mass, International, and Digital channel of $79.0 million, with the remaining growth in the Pet Specialty and Club channel. The net sales increase was primarily driven by volume gains of 12.8% and favorable price/mix of 1.8%.

Previous report — wording carried elsewhere

As a result of the factors discussed above, income from operations increased by $12.6 million to $31.2 million for the nine months ended September 30, 2025 as compared to $18.6 million in the prior year period.

Previous report — wording carried elsewhere

The Company recorded interest and other income, net of $6.9 million for the nine months ended September 30, 2025 as a result of interest income generated from cash and cash equivalents as compared to $9.2 million in the prior year period.

Previous report — wording carried elsewhere

Adjusted EBITDA was $134.5 million for the nine months ended September 30, 2025, compared to $109.2 million in the prior year period. The increase in Adjusted EBITDA was a result of increased Adjusted Gross Profit, partially offset by higher Adjusted SG&A expenses. See “—Non-GAAP Financial Measures” below.