Treehouse Foods SEC Filings

TreeHouse Foods, Inc. disclosed that its SVP, Chief Operations Officer sold 6,097 shares of common stock at $23.79 per share on December 16, 2025.

After this insider sale, the executive directly owned 0 shares of TreeHouse Foods common stock.

TreeHouse Foods, Inc. is asking stockholders to approve a merger in which Industrial F&B Investments III, Inc. will merge into TreeHouse Foods, making the company a wholly owned subsidiary of Industrial F&B Investments II, Inc., an affiliate of Investindustrial. If completed, each share of TreeHouse Foods common stock will be converted into the right to receive $22.50 in cash plus one contractual contingent value right (CVR), in each case without interest and less applicable withholding taxes.

The CVR gives holders a potential cash payment tied to 85% of net proceeds, if any, from ongoing antitrust litigation against Keurig Green Mountain, with the remaining 15% retained by TreeHouse Foods. The board unanimously determined the merger is advisable and fair, received a fairness opinion from Goldman Sachs, and recommends voting “FOR” the merger, the advisory vote on merger-related executive compensation, and the proposal to adjourn the meeting if needed. The merger requires approval by a majority of the voting power of outstanding shares, offers appraisal rights under Delaware law, and is expected to result in delisting from the NYSE and deregistration under the Exchange Act.

THS has a Rule 144 notice covering 6,097 common shares that are listed to be sold through Fidelity Brokerage Services on the NYSE, with an approximate sale date of 12/16/2025 and an aggregate market value of 145,076.29.

The notice states that 50,500,000 common shares are outstanding. The shares covered were acquired from the issuer through restricted stock vesting in March 2025 as compensation, in lots of 875, 1,323 and 3,899 shares.

The person for whose account the securities are to be sold represents that they do not know any material adverse information about the issuer’s current or prospective operations that has not been publicly disclosed, and acknowledges the statements regarding Rule 10b5-1 trading plans.

TreeHouse Foods (THS)T. Rowe Price Investment Management, Inc., reporting beneficial ownership of 121 shares of common stock, representing 0.0% of the class.

The filer reports sole voting power: 121 shares and sole dispositive power: 121 shares, with no shared voting or dispositive power. The event date for the reporting threshold is 09/30/2025.

T. Rowe Price Investment Management, Inc. identifies as an investment adviser (IA) and certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

TreeHouse Foods (THS): Schedule 13D/A — JANA Partners Management, LP amended its ownership disclosure and entered into a Voting Agreement supporting the Issuer’s Merger Agreement announced on November 10, 2025. JANA reports beneficial ownership of 5,829,064 shares, or 11.5% of the common stock, based on 50.5 million shares outstanding as of October 31, 2025.

JANA acquired the shares for an aggregate purchase price of approximately $218.6 million, using investment funds and margin borrowings in commingled margin accounts. The stake includes 7,727 RSUs granted to a JANA-affiliated director and assigned to JANA. JANA reports sole voting and dispositive power over the shares and indicates no transactions in the last 60 days. Under the Voting Agreement, JANA agreed to vote its shares in favor of adopting the Merger Agreement, subject to its stated terms and conditions.

TreeHouse Foods (THS) entered into a definitive merger agreement with Investindustrial under which TreeHouse will merge with a subsidiary of Investindustrial and become a private company. At closing, each share of TreeHouse common stock will be converted into $22.50 in cash plus one contingent value right (CVR) tied to potential net proceeds from certain litigation relating to part of TreeHouse’s coffee business.

Equity awards will vest at closing (performance share units assume 130% of target); in‑the‑money options are cashed out for the spread and receive a CVR, while out‑of‑the‑money options are canceled. The transaction requires approval by a majority of the voting power of outstanding shares, expiration or termination of Hart‑Scott‑Rodino waiting periods, and Canadian antitrust clearance, among other customary conditions. The deal is not conditioned on financing, and financing commitments are in place. Break fees include $40,750,000 payable by TreeHouse in specified circumstances and $81,500,000 payable by Investindustrial if it fails to close when required. A Voting Agreement with JANA Partners supports approval. Under the CVR Agreement, 85% of net litigation proceeds go to CVR holders and 15% to TreeHouse.

TreeHouse Foods (THS) reported a sharp Q3 loss driven by a goodwill write-down. Net sales were $840.3 million, little changed from last year, while gross profit rose to $157.9 million as cost of sales declined. An interim goodwill impairment of $289.7 million pushed operating results to a loss of $254.1 million and net loss to $265.8 million, or $5.26 per share. For the first nine months, net sales were $2,430.3 million and net loss was $300.5 million.

Cash fell to $21.0 million from $289.6 million as operating cash use reached $62.5 million and investing cash use totaled $281.4 million, including the $207.6 million acquisition of Harris Tea, which contributed $110.6 million in sales and $8.1 million of pre‑tax income year‑to‑date. Restructuring costs were $34.0 million in Q3 and $67.9 million year‑to‑date, with facility closures underway. Debt outstanding was $1,509.7 million, including a $500.0 million note due 2028. The company recognized insurance recoveries of $23.0 million year‑to‑date related to a griddle product recall and $7.6 million for a prior broth recall, with an additional $7.0 million received after quarter‑end. A pension annuity lift‑out in October reduced obligations by $80.0 million and is expected to yield an $8.5 million non‑cash gain in Q4.

TreeHouse Foods (THS) announced it furnished a press release with financial and operating results for the fiscal quarter ended September 30, 2025. The company disclosed this via an Item 2.02 current report, noting the press release is attached as Exhibit 99.1.

The company stated the information under Item 2.02 and Exhibit 99.1 is being furnished and is not deemed filed under Section 18 of the Exchange Act. TreeHouse Foods’ common stock trades on the NYSE under the symbol THS.

TreeHouse Foods announced it signed an Agreement and Plan of Merger with affiliates of Investindustrial. Under the agreement, Industrial F&B Investments III, Inc. will merge with and into TreeHouse, and TreeHouse will continue as the surviving corporation.

The company furnished supporting materials, including a joint press release and stakeholder communications, as exhibits to the report.