TreeHouse Foods (NYSE: THS) EVP reports equity cash-out in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
TreeHouse Foods executive Kristy N. Waterman, EVP, General Counsel and CHRO, reported the automatic settlement of her equity awards in connection with the closing of TreeHouse’s merger with Industrial F&B Investments entities. At the merger’s effective time, each share of TreeHouse common stock was converted into the right to receive $22.50 in cash, less taxes and withholding, plus one contractual contingent value right tied to potential proceeds from litigation involving part of TreeHouse’s coffee business.
Her 34,040 restricted stock units became fully vested, were canceled, and converted into the same merger consideration. In addition, performance share units vested based on 130% of target performance, and the corresponding shares were canceled and converted into the cash-and-CVR merger payout, with any remaining unvested portion canceled for no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
34,040 shares exercised/converted
Mixed
6 txns
Insider
WATERMAN KRISTY N.
Role
EVP, General Counsel and CHRO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 34,040 | $0.00 | -- |
| Disposition | Common Stock | 32,324 | $0.00 | -- |
| Exercise | Common Stock | 34,040 | $0.00 | -- |
| Disposition | Common Stock | 34,040 | $0.00 | -- |
| Grant/Award | Common Stock | 60,398 | $0.00 | -- |
| Disposition | Common Stock | 60,398 | $0.00 | -- |
Holdings After Transaction:
Restricted Stock Unit — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of November 10, 2025, by and among TreeHouse Foods, Inc. ("TreeHouse"), Industrial F&B Investments II, Inc. ("Parent"), and Industrial F&B Investments III, Inc. ("Merger Sub"), Merger Sub merged with and into TreeHouse, with TreeHouse surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of TreeHouse's common stock, par value $0.01 per share, that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive (i) $22.50 in cash, less applicable taxes and withholding and (ii) one contractual contingent value right, which represents the right to receive a portion of the net proceeds, if any, resulting from certain litigation relating to part of TreeHouse's coffee business (clauses (i) and (ii) collectively, the "Merger Consideration"). Reflects vested restricted stock units ("RSUs") further described in footnote three below. Each RSU represents a contingent right to receive one share of common stock of TreeHouse. Pursuant to the Merger Agreement, each RSU that was outstanding as of immediately prior to the Effective Time became fully vested and was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding. Pursuant to the Merger Agreement, each performance share unit ("PSU") with respect to TreeHouse common stock subject to performance-based vesting conditions that was outstanding as of immediately prior to the Effective Time became vested in the number of shares of TreeHouse common stock assuming that 130% of target level of performance had been achieved, and each such PSU was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding, and any unvested portion was automatically canceled for no consideration.
FAQ
What did Kristy Waterman report in her TreeHouse Foods (THS) Form 4?
Kristy N. Waterman reported automatic settlement of her TreeHouse equity awards due to the merger. Her restricted stock units and performance share units vested or were canceled and converted into the merger consideration of cash plus contingent value rights tied to specific litigation proceeds.
What merger consideration was paid for TreeHouse Foods (THS) common stock?
Each share of TreeHouse common stock was converted into the right to receive $22.50 in cash, less applicable taxes and withholding, plus one contractual contingent value right. That right may pay a portion of net proceeds, if any, from litigation related to TreeHouse’s coffee business.
How were Kristy Waterman’s TreeHouse restricted stock units treated in the merger?
Each restricted stock unit represented a right to one TreeHouse share. At the merger’s effective time, all outstanding RSUs became fully vested, were automatically canceled, and converted into the right to receive the merger consideration of $22.50 in cash plus one contingent value right per underlying share.
Who acquired TreeHouse Foods in the merger referenced in the Form 4?
TreeHouse Foods merged with Industrial F&B Investments III, Inc., a subsidiary of Industrial F&B Investments II, Inc. TreeHouse survived as a wholly owned subsidiary of Industrial F&B Investments II, Inc., and all outstanding common shares were converted into rights to receive cash plus contingent value rights.