Significant Board Change is Required

JANA Partners LLC (“JANA”) today issued the following statement in response to Freshpet, Inc.’s (“Freshpet” or the “Company”) (NASDAQ:FRPT) equity-linked capital raise announced on March 14, 2023.

“We are astonished that Freshpet’s board has elected to initiate a large equity-linked capital raise in a fragile market reeling from a systemic crisis in the banking system, and with the Company’s shares trading at less than 50% of their 52-week high. Equally baffling is the board’s decision to choose this moment to pursue a substantially larger capital raise than immediately needed.

“We are further perplexed that the board is doing so with an equity-linked security, despite recently assuring investors on multiple occasions that – because it believes their stock is too cheap – it would not issue equity. In fact, the 27.5-32.5% conversion premium targeted by the offering would merely represent Freshpet’s approximate stock price at the time it was making these assurances, but now with the added cost of a coupon. Investors can easily see through the sleight of hand of using capped calls – a tactic that would have the board hand over ~$50 million of the proceeds to its financial advisors.

“The board has again been caught flat-footed, having failed to anticipate the terrible market response to this announcement. As Oppenheimer noted this morning, ‘investors were blindsided.’ Indeed, Freshpet appears poised to see a significant portion of its targeted 27.5-32.5% conversion premium reflected in the immediate stock price decline from this ill-conceived capital raise.

“This decision is the latest failure by Freshpet's board at a time when it could ill afford further damage to its credibility. We believe Freshpet requires either significant board change, or in the absence of such change, should be sold.”

About JANA Partners LLC

JANA Partners LLC was founded in 2001 by Barry Rosenstein. JANA applies a fundamental value discipline to identify undervalued public companies and utilizes shareholder engagement to unlock that value for all shareholders.

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