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.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 8,192 shares
Net Sell
4 txns
Insider
Tyler Jason J.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 22,669 | $0.00 | $0.00 |
| Disposition | Common Stock | 8,192 | $0.00 | $0.00 |
| Exercise | Common Stock | 22,669 | $0.00 | $0.00 |
| Disposition | Common Stock | 22,669 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Unit — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (3)
- F1. 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").
- F2. Reflects vested restricted stock units ("RSUs") further described in footnote three below.
- F3. 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.
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.
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.
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