UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Date of Report (Date of earliest event reported): November 17, 2014

Commission File Number 001-35844

Pinnacle Foods Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (973) 541-6620

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Underwriting Agreement

On November 17, 2014, Pinnacle Foods Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, the selling stockholders named on Schedule E thereto (the “Selling Stockholders”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC (the “Underwriters”), relating to an underwritten offering (the “Offering”) of 20,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333- 198640), filed on September 8, 2014, as supplemented by the prospectus supplement dated November 17, 2014. All of the Shares are being sold by the Selling Stockholders. Pursuant to the Underwriting Agreement, the Underwriters purchased the Shares at a price of $32.11 per share in a transaction that was completed on November 21, 2014. The Selling Stockholders have granted the Underwriters the option, exercisable for 30 days after the date of the prospectus supplement, to purchase up to an additional 3,000,000 shares of the Company’s common stock.

The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.

Concurrently with the closing of the Offering, the Company repurchased 1,000,000 shares of its common stock directly from certain of the Selling Stockholders in a private, non-underwritten transaction at a price per share equal to the price paid by the Underwriters to the Selling Stockholders in the Offering (the “share repurchase”). The share repurchase was funded with cash on hand and $25 million of borrowings under the Company’s $150 million revolving credit facility established pursuant to the terms of the Company’s credit agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 30, 2013. The Company expects to pay down the borrowings under the terms of its revolving credit facility by year end.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

Index to Exhibits