TreeHouse Foods (NYSE: THS) EVP reports equity cash-out in merger

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WATERMAN KRISTY N.

(Last) (First) (Middle)

2021 SPRING ROAD

SUITE 600

(Street)

OAK BROOK IL 60523

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TreeHouse Foods, Inc. [ THS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel and CHRO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		D		32,324	D	(1)	0	D
Common Stock(2)	02/11/2026		M		34,040	A	(1)(3)	34,040	D
Common Stock(2)	02/11/2026		D		34,040	D	(1)(3)	0	D
Common Stock	02/11/2026		A		60,398	A	(1)(4)	60,398	D
Common Stock	02/11/2026		D		60,398	D	(1)(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(3)	02/11/2026		M			34,040	(3)	(3)	Common Stock	34,040	(1)(3)	0	D

Explanation of Responses:

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").

2. Reflects vested restricted stock units ("RSUs") further described in footnote three below.

3. 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.

4. 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.

Remarks:

	/s/ Kristy N. Waterman	02/11/2026
	** Signature of Reporting Person	Date
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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.

What happened to TreeHouse Foods performance share units in the merger?

Each performance share unit vested based on 130% of target performance, determining the number of underlying TreeHouse shares. Those PSUs were then automatically canceled and converted into the merger consideration, while any unvested portion was canceled for no consideration, leaving no remaining PSU-based equity outstanding.

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.

Did Kristy Waterman’s Form 4 show open-market buying or selling of THS shares?

The Form 4 shows issuer-related dispositions and conversions tied to the merger, not open-market trading. Equity awards and shares were automatically canceled or converted into the merger consideration of cash and contingent value rights, reflecting transaction mechanics rather than discretionary market purchases or sales.