Jana Partners Responds to Freshpet’s Half-measure Attempt to Resolve Rampant Conflicts of Interest, Governance Failures and Breaches of Fiduciary Duty

JANA Partners (“JANA”), which along with its affiliates and partners, owns 9.5% of Freshpet, Inc. (NASDAQ:FRPT) (“Freshpet” or the “Company”) today issued the following statement responding to the resignation of Freshpet director David Basto and the Company’s purported effort to engage with JANA.

Barry Rosenstein, Managing Partner at JANA, commented, “We believe the Freshpet Board’s latest bid to patch its fundamental governance issues with the smallest, halfhearted adjustment is yet another self-serving attempt to preserve the status quo. While the long overdue resignation of David Basto might cure a symptom, we believe the root cause of the Board’s seeming dysfunction—rampant conflicts of interest, oversight failures, breaches of fiduciary duty, and entrenchment tactics—all remain unaddressed. We will continue to advocate for the meaningful Board level change required at Freshpet and remain open to a resolution that satisfactorily achieves it.”

On May 24, 2023, JANA announced that it will be nominating four highly qualified candidates to Freshpet’s Board at the Company’s 2023 Annual Meeting, scheduled for July 25, 2023.

Shareholders with questions can contact JANA’s proxy solicitor, Innisfree M&A Incorporated, at [phone].

About JANA Partners

JANA Partners was founded in 2001 by Barry Rosenstein. JANA invests in undervalued public companies and engages with management teams and boards to unlock value for shareholders.

Important Information

JANA Partners LLC, JANA Partners Management, LP, JANA Strategic Investments Benchmark Master Fund, L.P., and Barry Rosenstein (“collectively JANA”), and Scott Ostfeld, Diane Dietz, James Lillie, Timothy R. McLevish, Kurt T. Schmidt, Dwyane Wade, Carsten Charles (CC) Sabathia, Jr. and Ginger Gorden (collectively, and together with JANA, the “Participants”) intend to file with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement and accompanying form of GREEN proxy to be used in connection with the solicitation of proxies from the stockholders of Freshpet, Inc. (“Freshpet” or the “Company”) in connection with the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”). All stockholders of the Company are advised to read the definitive proxy statement and other documents related to the solicitation of proxies, each in connection with the 2023 Annual Meeting, by the Participants when they become available, as they will contain important information, including additional information related to the Participants. The definitive proxy statement and an accompanying GREEN proxy card will be furnished to some or all of the Company’s stockholders and will be, along with other relevant documents, available at no charge on the SEC website at http://www.sec.gov.