[8-K] TreeHouse Foods, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Insights

M&A Analyst

TreeHouse signs definitive merger agreement; TreeHouse to survive.

TreeHouse Foods disclosed a signed merger agreement with Investindustrial affiliates in which the merger subsidiary combines into TreeHouse, leaving TreeHouse as the surviving corporation. This structure commonly maintains the operating entity post‑closing while shifting ultimate ownership to the acquirer’s chain.

The filing includes a press release and stakeholder letters, indicating coordinated communications around the transaction. Actual impact will depend on final terms and closing conditions once available.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2025

TreeHouse Foods, Inc.

(Exact name of registrant as specified in charter)

Commission File Number: 001-32504

Delaware									20-2311383
(State or Other Jurisdiction of Incorporation)									(IRS Employer Identification No.)
2021 Spring Road Suite 600
Oak Brook			IL						60523
(Address of Principal Executive Offices)									(Zip Code)

Registrant’s telephone number, including area code: (708) 483-1300

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:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			THS			New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

  

Item 8.01.     Other Events.

On November 10, 2025, TreeHouse Foods, Inc., a Delaware corporation (“TreeHouse”), Industrial F&B Investments II, Inc., a Delaware corporation (“Investindustrial”), and Industrial F&B Investments III, Inc., a Delaware corporation and a wholly owned subsidiary of Investindustrial (“Merger Sub”), announced they had signed an Agreement and Plan of Merger, dated as of November 10, 2025 (the “Merger Agreement”), pursuant to which Merger Sub would merge with and into TreeHouse, with TreeHouse continuing as the surviving corporation.

The joint press release announcing the entry into the Merger Agreement is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01.     Financial Statements and Exhibits.

(d)Exhibits:

Exhibit Number						Exhibit Description
99.1						Press Release dated November 10, 2025, announcing the Merger Agreement
99.2						CEO Message to Employees
99.3						Letter to Customers
99.4						Letter to Suppliers
99.5						Employee FAQs
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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 hereunto duly authorized.

TreeHouse Foods, Inc.

Date:

November 10, 2025

By:

/s/ Kristy N. Waterman

Kristy N. Waterman

Executive Vice President, Chief Human Resources Officer, General Counsel, and Corporate Secretary

FAQ

What did TreeHouse Foods (THS) announce?

TreeHouse signed an Agreement and Plan of Merger with affiliates of Investindustrial.

Who are the counterparties to TreeHouse Foods in the merger?

Industrial F&B Investments II, Inc. and Industrial F&B Investments III, Inc., affiliates of Investindustrial.

What is the merger structure for THS?

Industrial F&B Investments III, Inc. will merge with and into TreeHouse, with TreeHouse as the surviving corporation.

When was the merger agreement announced?

November 10, 2025.

What exhibits accompanied the announcement?

A press release, a CEO message to employees, letters to customers and suppliers, employee FAQs, and the cover page Inline XBRL file.

Where does TreeHouse Foods trade and under what symbol?

New York Stock Exchange, ticker THS.