Every 8-K that Treehouse Foods, Inc. (THS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow THS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full THS filings page.
TreeHouse Foods, Inc. has completed its merger with Industrial F&B Investments III, Inc., an affiliate of Investindustrial. TreeHouse shareholders receive $22.50 in cash per share plus one contingent value right (CVR) tied to potential net proceeds from litigation involving part of the company’s coffee business.
The transaction reflects an enterprise value of $2.9 billion and an equity value of $1.2 billion, representing a 38% premium to the September 26, 2025 closing share price and a 29% premium to the 30‑day volume‑weighted average price on that date.
To fund the deal, the new parent put in place a $1,000 million senior secured term loan, a $400.0 million asset‑backed revolving facility, and issued $800 million of 7.750% senior secured notes due 2033, while repaying and terminating TreeHouse’s existing credit agreement and discharging its $500 million 4.000% senior notes due 2028.
Following the merger, TreeHouse becomes a wholly owned subsidiary of Parent, its board has been replaced by Parent‑designated directors, its charter and bylaws have been amended and restated, and its common stock will be delisted from the New York Stock Exchange as the company moves to deregister and cease public reporting.
On January 29, 2026, TreeHouse Foods, Inc. stockholders approved a merger at a special meeting, with 43,642,761 votes for, 81,970 against and 58,396 abstentions. This indicates very strong support for completing the transaction described as “The Merger.”
Stockholders also approved, on an advisory basis, the merger-related executive compensation, with 27,316,348 votes for and 16,455,573 against, and authorized potential adjournment of the special meeting if needed, by a vote of 39,747,868 for and 3,982,484 against.
TreeHouse Foods filed an 8-K describing supplemental disclosures to its definitive proxy statement for the proposed merger with Investindustrial after receiving 13 demand letters and three stockholder lawsuits challenging the adequacy of prior disclosures. The company denies any wrongdoing or disclosure deficiencies but is adding detail to avoid litigation cost and potential delay to the merger vote.
The new disclosures expand on Goldman Sachs’ fairness opinion and valuation work. Goldman Sachs estimated the present value of potential CVR proceeds at $0 to $9.48 per share and added this to the cash merger consideration of $22.50 per share, for an illustrative total range of $22.50 to $31.98. Additional analyses based on enterprise value and discounted cash flows, using total debt and debt-like items of about $1.734 billion, cash of about $21 million, and roughly 51.75 million fully diluted shares, produced implied per-share value ranges excluding litigation proceeds, including $20.51 to $28.10 and $20.00 to $29.41.
Goldman Sachs also reviewed all-cash precedent deals in the private-label food industry and applied illustrative acquisition premiums of 21% to 72% to TreeHouse’s undisturbed price of $16.30, yielding implied values of $19.76 to $28.05 compared with the $22.50 cash portion of the merger consideration. The filing reiterates forward-looking risks that the merger may not close due to approvals, litigation, or business disruption and reminds stockholders of the January 29, 2026 virtual special meeting to vote on the transaction.
TreeHouse Foods provides preliminary 2025 results and additional details tied to its pending merger with an Investindustrial affiliate. For the year ended December 31, 2025, Adjusted Net Sales are expected between $3,375 million and $3,395 million, with Adjusted EBITDA from continuing operations between $350 million and $360 million. For the fourth quarter, Adjusted Net Sales are estimated at $935 million to $955 million and Adjusted EBITDA at $127 million to $137 million, helped by the Harris Tea acquisition, normalized production at griddle and broth facilities, stronger private‑label demand, and procurement savings.
The company outlines a post‑merger operating structure with two divisions, Snacks and Meals, and shares historical Adjusted Net Sales and Adjusted EBITDA for each. It estimates total annual run‑rate cost savings of about $131 million from merger‑related procurement, operations, and administrative initiatives by the end of 2028, with merger financing models assuming an EBITDA benefit of roughly $39.3 million and one‑time costs of about $19 million. Management stresses these figures are non‑GAAP, based on current plans, and subject to closing of the merger and execution risks.
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) 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.