Freshpet, Inc. 8-K

What Happened
Freshpet, Inc. announced on June 22, 2026 that co‑founder and President Scott Morris will retire effective October 20, 2026. Under a June 22, 2026 letter agreement, Morris will continue on payroll through the Separation Date and then serve as an advisor to the company for 18 months. Nicola Baty, Freshpet’s Chief Operating Officer since September 2024, will assume the additional role of President on the Separation Date.

Key Details

• Retirement effective date: October 20, 2026; letter agreement dated June 22, 2026.
• Post‑separation advisory pay: bi‑weekly gross payments of $38,904 for 18 months.
• Compensation and equity: base salary through Separation Date; all unvested restricted stock units (RSUs) vest on the Separation Date; performance stock units (PSUs) will vest pro rata through December 2026 subject to achievement of performance metrics as determined by the Compensation Committee. Pro rata 2026 annual bonus also subject to performance goals.
• Other terms: Morris provides a full release, must comply with existing non‑disclosure/non‑competition/non‑solicit agreements (including a 24‑month non‑compete), equity award agreements, and a customary non‑disparagement provision. The letter agreement will be filed as an exhibit to Freshpet’s Form 10‑Q for the quarter ending June 30, 2026.

Why It Matters
This is a material executive change: a co‑founder and the company’s President is exiting and will transition to an advisor role with continued cash payments and accelerated RSU vesting. Investors should note the treatment of equity awards (immediate RSU vesting and pro‑rata PSU vesting dependent on performance) and the 18‑month advisory engagement, which may affect leadership continuity and near‑term compensation expense reporting. Nicola Baty’s appointment as President signals an internal succession; she has served as COO since September 2024.