frpt-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________________________________

FORM 10-Q

_______________________________________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-36729

_______________________________________________

FRESHPET, INC.

(Exact Name of Registrant as Specified in its Charter)

_______________________________________________


Delaware			20-1884894
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1450 US-206, Bedminster, New Jersey			07921
(Address of principal executive offices)			(Zip Code)

________________________________________________

Registrant’s telephone number, including area code: (201) 520-4000

________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	FRPT	NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of April 30, 2026 the registrant had 49,142,791 shares of common stock, $0.001 par value per share, outstanding.


		Page No.
Part I. Financial Information		5
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Income (L oss) and Comprehensive I nco me (L oss)	6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 4.	Controls and Procedures	36
Part II. Other Information		38
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 5.	Other Information	38
Item 6.	Exhibits	38


	March 31, 2026		December 31, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	381,381	$	277,975
Accounts receivable, net of allowance for doubtful accounts	65,370		63,762
Inventories, net	80,588		76,766
Prepaid expenses	7,338		9,807
Other current assets	7,115		7,404
Total Current Assets	541,792		435,714
Property, plant and equipment, net	1,143,589		1,138,671
Operating lease right of use assets	65,596		66,424
Long term investment in equity securities	—		33,446
Deferred tax assets, net	52,824		68,893
Other assets	35,378		34,627
Total Assets	$	1,839,179	$	1,777,775
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	35,463	$	42,429
Accrued expenses	47,504		31,610
Current operating lease liabilities	2,336		2,241
Current finance lease liabilities	2,346		2,315
Total Current Liabilities	87,649		78,595
Convertible senior notes	397,884		397,330
Long term operating lease liabilities	64,412		65,023
Long term finance lease liabilities	27,060		28,075
Deferred tax liabilities, net	111		93
Total Liabilities	$	577,116	$	569,116
Commitments and contingencies	—		—
STOCKHOLDERS' EQUITY:
Common stock — voting, $0.001 par value, 200,000 shares authorized, 49,155 issued and 49,141 outstanding on March 31, 2026, and 48,985 issued and 48,970 outstanding on December 31, 2025	49		49
Additional paid-in capital	1,356,890		1,351,201
Accumulated deficit	(94,161)		(142,669)
Accumulated other comprehensive (loss) income	(459)		334
Treasury stock, at cost — 14 shares on March 31, 2026 and on December 31, 2025	(256)		(256)
Total Stockholders' Equity	1,262,063		1,208,659
Total Liabilities and Stockholders' Equity	$	1,839,179	$	1,777,775


	For the Three Months Ended March 31,
	2026		2025
NET SALES	$	297,644	$	263,249
COST OF GOODS SOLD	176,970		159,461
GROSS PROFIT	120,674		103,788
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES	116,343		115,285
INCOME (LOSS) FROM OPERATIONS	4,331		(11,497)
OTHER INCOME (EXPENSES):
Interest and Other Income, net	2,883		2,393
Interest Expense	(3,586)		(3,459)
Gain on Equity Investment	62,013		—
TOTAL OTHER INCOME (EXPENSES)	61,310		(1,066)
INCOME (LOSS) BEFORE INCOME TAXES	65,641		(12,563)
INCOME TAX EXPENSE	17,133		134
INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	48,508	$	(12,697)
OTHER COMPREHENSIVE (LOSS) INCOME:
Change in foreign currency translation	$	(793)	$	211
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(793)		211
TOTAL COMPREHENSIVE INCOME (LOSS)	$	47,715	$	(12,486)
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
-BASIC	$	0.99	$	(0.26)
-DILUTED	$	0.91	$	(0.26)
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING
-BASIC	49,062		48,733
-DILUTED	56,060		48,733


	Common Shares	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Treasury Shares	Treasury Stock		Total Stockholders' Equity
BALANCES, December 31, 2025	48,985	$	49	$	1,351,201	$	(142,669)	$	334	14	$	(256)	$	1,208,659
Exercise of options to purchase common stock	21	—		743		—		—		—	—		743
Vesting of restricted stock units	149	—		(4,604)		—		—		—	—		(4,604)
Share-based compensation expense	—	—		9,550		—		—		—	—		9,550
Foreign currency translation	—	—		—		—		(793)		—	—		(793)
Net income	—	—		—		48,508		—		—	—		48,508
BALANCES, March 31, 2026	49,155	$	49	$	1,356,890	$	(94,161)	$	(459)	14	$	(256)	$	1,262,063


SUPPLEMENTAL CASH FLOW INFORMATION:
Taxes paid	$	213	$	—
Interest paid, net of amounts capitalized	$	6,051	$	5,945
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Property, plant and equipment and software purchases in accounts payable and accrued expenses	$	9,695	$	7,789
Non-cash addition of finance lease to property, plant and equipment	$	—	$	7,236
Tax withholdings related to net shares settlements of restricted stock units in accrued expenses	$	61	$	58


	Three Months Ended March 31,
	2026		2025
Grocery, Mass, International and Digital	$	232,319	$	215,156
Pet Specialty and Club	65,325		48,093
Net Sales	$	297,644	$	263,249


	March 31, 2026		December 31, 2025
Raw Materials and Work in Process	$	21,949	$	15,408
Packaging Components Material	6,239		5,687
Finished Goods	52,400		55,671
Inventories, net	$	80,588	$	76,766


	March 31, 2026		December 31, 2025
Refrigeration Equipment	$	210,809	$	211,709
Machinery and Equipment	366,971		344,890
Building, Land and Improvements	767,067		730,298
Furniture and Office Equipment	19,389		18,464
Leasehold Improvements	5,173		5,162
Construction in Progress	93,872		130,438
Finance Lease Right of Use Asset	35,714		35,714
	1,498,995		1,476,675
Less: Accumulated Depreciation and Amortization	(355,406)		(338,004)
Property, Plant and Equipment, net	$	1,143,589	$	1,138,671


	March 31, 2026		December 31, 2025
Accrued Compensation and Employee Related Costs	$	8,357	$	8,030
Accrued Chiller Cost	2,333		3,484
Accrued Construction Costs	—		466
Accrued Freight	4,401		2,777
Accrued Production Expenses	6,282		5,469
Accrued Corporate and Marketing Expenses	22,136		4,646
Accrued Interest	—		3,019
Other Accrued Expenses	3,995		3,719
Accrued Expenses	$	47,504	$	31,610


	As of March 31, 2026
	Carrying Value (1)		Fair Value
3.00% Convertible Senior Notes Maturing April 1, 2028	$	397,884	$	462,206
Total	$	397,884	$	462,206


	As of March 31, 2026
	Operating Leases		Finance Lease
Weighted-average remaining lease term	17.44		9.92
Weighted-average discount rate	8.4	%	8.6	%


	As of March 31, 2026
	Operating Leases		Finance Lease
2026 (1)	$	5,885	$	3,166
2027	7,164		4,810
2028	6,461		4,831
2029	6,537		4,852
2030 and beyond	108,423		27,379
Total lease payments	$	134,469	$	45,038
Less: Imputed interest	(67,722)		(15,632)
Present value of lease liabilities	$	66,748	$	29,406


	Three Months Ended March 31,
	2026		2025
Net sales	$	297,644	$	263,249
Input costs (a)	(84,921)		(77,087)
Quality costs (b)	(6,253)		(5,879)
Logistics costs (c)	(18,673)		(15,386)
Media costs (d)	(47,041)		(39,791)
Plant costs and other costs of goods sold (e)	(66,189)		(59,326)
Other segment selling, general and administrative items (f)	(35,983)		(45,890)
Depreciation and amortization	(24,990)		(21,827)
Share-based compensation	(9,137)		(8,816)
Loss on disposals of equipment	(126)		(744)
Interest and other income, net	2,883		2,393
Interest expense	(3,586)		(3,459)
Gain on equity investment	62,013		—
Income tax expense	(17,133)		(134)
Consolidated net income (loss)	$	48,508	$	(12,697)


		As of March 31, 2026		As of December 31, 2025
Assets:
Operating leases	Operating lease right of use assets	$	65,596	$	66,424
Finance lease, net	Property, plant and equipment, net	27,521		28,323
Total lease assets		$	93,117	$	94,747


Liabilities:
Current:
Operating lease liabilities	Current operating lease liabilities	$	2,336	$	2,241
Finance lease liabilities	Current finance lease liabilities	2,346		2,315
Non-current:
Operating lease liabilities	Long term operating lease liabilities	64,412		65,023
Finance lease liabilities	Long term finance lease liabilities	27,060		28,075
Total lease liabilities		$	96,154	$	97,654


	Three Months Ended March 31,
Operating cash flow information:	2026		2025
Cash paid for amounts included in the measurement of operating lease liabilities	$	1,923	$	380
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. interest)	$	640	$	542
Finance cash flow information:
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. principal payment)	$	984	$	513

SEC Form 10-Q filed by Freshpet Inc.