Major TreeHouse Foods (THS) holder records merger cash-out and share purchase

Rhea-AI Filing Summary

TreeHouse Foods, Inc. insider filings show activity by investment manager Silver Point Capital, L.P. and related reporting persons around a go-private merger. On February 10, 2026, an entity managed by Silver Point executed an open-market purchase of 357,917 shares of TreeHouse Foods common stock at a weighted average price of $24.54 per share, across multiple trades within a stated price range.

Following this, on February 11, 2026, a separate transaction for 5,408,000 shares reflects the closing of a merger in which Industrial F&B Investments III, Inc. merged into TreeHouse Foods. At the merger’s effective time, each outstanding share of TreeHouse common stock was automatically canceled and converted into the right to receive $22.50 in cash, less applicable taxes and withholding, plus one contractual contingent value right tied to potential net proceeds from specified coffee-business litigation.

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Equity ownership and M&A specialist

Activity reflects a merger-driven cash-out, not ongoing trading.

The transactions link a large shareholder group managed by Silver Point Capital to TreeHouse Foods’ merger into an Industrial F&B affiliate. The Form 4 shows an open-market purchase shortly before closing, followed by a merger-related cancellation and conversion of all reported shares into cash and contingent rights.

Footnotes clarify that the reported securities are held by investment funds for which Silver Point is investment manager, while individuals Edward A. Mule and Robert J. O'Shea may be deemed beneficial owners only through their interests in those entities. The impact on investors depends on the already-agreed merger terms of $22.50 in cash per share plus a contingent value right linked to future litigation proceeds.

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

OMB APPROVAL

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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^*

Silver Point Capital L.P.

(Last) (First) (Middle)

TWO GREENWICH PLAZA, SUITE 1

(Street)

GREENWICH CT 06830

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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

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

	Form filed by One Reporting Person
X	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	02/10/2026		P		357,917	A	$24.54(1)	5,408,000	D(2)(3)
Common Stock	02/11/2026		U		5,408,000	D	(4)	0	D(2)(3)

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

1. Name and Address of Reporting Person^*

Silver Point Capital L.P.

(Last) (First) (Middle)

TWO GREENWICH PLAZA, SUITE 1

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MULE EDWARD A

(Last) (First) (Middle)

TWO GREENWICH PLAZA, SUITE 1

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

O'Shea Robert J

(Last) (First) (Middle)

TWO GREENWICH PLAZA, SUITE 1

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.42 to $24.63. The reporting person undertakes to provide to TreeHouse Foods, Inc., any security holder of TreeHouse Foods, Inc., or the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

2. Silver Point Capital, L.P. ("Silver Point") or its wholly owned subsidiaries are the investment managers of Silver Point Capital Fund, L.P. and Silver Point Capital Offshore Master Fund, L.P. (the "Funds") and, by reason of such status, may be deemed to be the beneficial owner of all the reported securities held by the Funds.

3. Continued from footnote 2) Silver Point Capital Management, LLC ("Management") is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of all securities held by the Funds. Messrs. Edward A. Mule and Robert J. O'Shea are each members of Management and as a result may be deemed to be the beneficial owner of all of the securities held by the Funds. Messrs. Mule and O'Shea disclaim beneficial ownership of the reported securities held by Funds except to the extent of their pecuniary interests.

4. Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of November 10, 2025, by and among TreeHouse Foods, Inc. (the "Issuer"), Industrial F&B Investments II, Inc. ("Parent"), and Industrial F&B Investments III, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer 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 the Issuer'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 the Issuer's coffee business (clauses (i) and (ii) collectively, the "Merger Consideration").

	/s/ Steven Weiser, Authorized Signatory on behalf of Silver Point Capital, L.P.	02/12/2026
	/s/ Steven Weiser (as attorney-in-fact on behalf of Edward A. Mule, individually)	02/12/2026
	/s/ Steven Weiser (as attorney-in fact on behalf of Robert J. O'Shea, individually)	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Silver Point report for TreeHouse Foods (THS)?

Silver Point-managed entities reported two transactions in TreeHouse Foods stock. They acquired 357,917 common shares on February 10, 2026 at a weighted average price of $24.54 per share, then recorded a separate merger-related transaction covering 5,408,000 shares the following day.

What price did Silver Point pay in its TreeHouse Foods (THS) share purchase?

The reporting entities paid a weighted average price of $24.54 per share to acquire 357,917 TreeHouse Foods common shares. The filing notes these trades occurred across multiple transactions, with individual prices ranging from $24.42 to $24.63 per share.

How many TreeHouse Foods (THS) shares were affected by the merger for this holder?

The Form 4 shows 5,408,000 TreeHouse Foods common shares in a merger-related transaction on February 11, 2026. After this event, the reporting entities’ beneficial ownership of TreeHouse Foods common stock was reduced to zero shares, reflecting cancellation and conversion into merger consideration.

What did TreeHouse Foods (THS) shareholders receive in the merger cited in this Form 4?

Each TreeHouse Foods common share outstanding at the merger’s effective time was canceled and converted into the right to receive $22.50 in cash, less applicable taxes and withholding, plus one contingent value right tied to net proceeds from specified coffee-business litigation.

Who are the reporting persons in this TreeHouse Foods (THS) Form 4?

The reporting persons are Silver Point Capital, L.P., Edward A. Mule, and Robert J. O'Shea. Footnotes explain Silver Point is investment manager to certain funds holding the shares, while Mule and O'Shea may be deemed beneficial owners through their interests and relationships with those entities.

Do Edward A. Mule and Robert J. O'Shea claim full ownership of the TreeHouse Foods (THS) shares?

No. The filing states that Messrs. Mule and O'Shea may be deemed beneficial owners through their roles in Silver Point Capital Management, LLC, but they each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests in the funds.