---
schema_version: "secwatch.filing_event.v1"
accession: "0000929638-23-000899"
form_type: "8-K"
ticker: "FRPT"
cik: "0001611647"
company_name: "Freshpet, Inc."
filed_at: "2023-03-23T23:59:59+00:00"
generated_at: "2026-06-17T18:24:27.122430+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Freshpet closes $402.5M 3.00% convertible notes due 2028; capped call limits dilution to $120.23

## Summary
- Issued $402.5M aggregate principal of 3.00% convertible senior notes due April 1, 2028.
- Initial conversion price ~$69.68 per share; capped call hedge raises effective premium to 120% ($120.23).
- Net proceeds of ~$391.4M; used for capped call costs, fees, and general corporate purposes.
- No dilution to existing shareholders until stock exceeds $120.23 per share.
- Notes are senior unsecured with no financial covenants; interest payable semi-annually.

## SEC filing metadata
- accession: 0000929638-23-000899
- form_type: 8-K
- ticker: FRPT
- cik: 0001611647
- company_name: Freshpet, Inc.
- filed_at: 2023-03-23T23:59:59+00:00
- event_type: debt
- sentiment: positive
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1611647/000092963823000899/0000929638-23-000899-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1611647/000092963823000899/a8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000929638-23-000899
- JSON: https://secwatch.observer/filing/0000929638-23-000899.json
- Plain text: https://secwatch.observer/filing/0000929638-23-000899.txt

## Key facts
- Material Agreements
  Freshpet, Inc. entered into Indenture with U.S. Bank Trust Company, National Association, as trustee valued at $402,500,000 (effective 2023-03-20).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association, as trustee
  - Value: $402,500,000
  - Effective: 2023-03-20
  source text: On March 20, 2023, Freshpet, Inc. (the “ Company ”) issued $402,500,000 principal amount of its 3.00% Convertible Senior Notes due 2028 (the “ Notes ”). The Notes were issued pursuant to, and are governed by, an indenture (the “ Indenture ”), dated as of March 20, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “ Trustee ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1611647/000092963823000899/0000929638-23-000899-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.