TreeHouse Foods (THS) director equity converted to cash and CVRs in merger

Rhea-AI Filing Summary

TreeHouse Foods director Tyler Jason J. reported equity transactions tied to the closing of TreeHouse’s merger with Industrial F&B Investments II, Inc. On February 11, 2026, 22,669 restricted stock units were exercised into common shares and then canceled, and 8,192 directly held common shares were also canceled or disposed of to the issuer.

Under the merger, each share of TreeHouse common stock was automatically converted into the right to receive $22.50 in cash, less taxes and withholding, plus one contractual contingent value right linked to potential proceeds from litigation involving part of TreeHouse’s coffee business. All outstanding RSUs became fully vested and were similarly converted into this merger 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^*

Tyler Jason J.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		8,192	D	(1)	0	D
Common Stock(2)	02/11/2026		M		22,669	A	(1)(3)	22,669	D
Common Stock(2)	02/11/2026		D		22,669	D	(1)(3)	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			22,669	(3)	(3)	Common Stock	22,669	(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.

Remarks:

	/s/ Kristy N. Waterman, by Power of Attorney	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Tyler Jason J. report for TreeHouse Foods (THS)?

Tyler Jason J. reported exercising 22,669 restricted stock units into common shares and the cancellation or disposition of 22,669 resulting shares plus 8,192 existing common shares. All transactions occurred on February 11, 2026, in connection with TreeHouse Foods’ merger and payout of merger consideration.

How did the TreeHouse Foods (THS) merger affect common shareholders?

Each TreeHouse Foods common share was automatically canceled and converted into the right to receive $22.50 in cash, less taxes and withholding, plus one contractual contingent value right. The contingent value right reflects potential future net proceeds from specified litigation tied to part of TreeHouse’s coffee business.

What happened to restricted stock units (RSUs) in the TreeHouse Foods (THS) merger?

Each RSU, representing a right to receive one TreeHouse Foods common share, became fully vested immediately before the merger’s effective time. These RSUs were then automatically canceled and converted into the same merger consideration as common stock: $22.50 in cash per share plus one contractual contingent value right.

What does the contingent value right in the TreeHouse Foods (THS) deal represent?

The contingent value right gives holders a potential claim on a portion of net proceeds, if any, from certain litigation relating to part of TreeHouse Foods’ coffee business. It is received in addition to the $22.50 cash per share provided to former common shareholders at the merger effective time.

Was the insider Form 4 for TreeHouse Foods (THS) an open-market sale?

The Form 4 reflects exercise of restricted stock units and dispositions coded as transactions with the issuer tied to the merger, not open-market trades. Shares and RSUs were canceled and converted into the agreed merger consideration of cash plus a contractual contingent value right for each eligible share.

What role did Tyler Jason J. hold at TreeHouse Foods (THS) during these transactions?

The Form 4 identifies Tyler Jason J. as a director of TreeHouse Foods at the time of the reported transactions. The equity movements—RSU exercise and share cancellations or dispositions—occurred on February 11, 2026, in connection with the closing mechanics of the merger described in the filing’s footnotes.