JANA Partners trims TreeHouse Foods (THS) stake with 1.96M-share sale

Rhea-AI Filing Summary

JANA Partners Management, LP, a director by deputization and 10% owner of TreeHouse Foods (THS), reported selling 1,959,221 shares of common stock on February 10, 2026 at a weighted average price of $24.48, with individual trades ranging from $24.44 to $24.52.

After this sale, JANA reported beneficial ownership of 3,862,116 TreeHouse Foods shares held indirectly through managed accounts. JANA also reported the settlement of several cash-settled swap positions linked to TreeHouse Foods stock, reducing certain notional derivative exposures to zero, and stated the transactions were done to rebalance holdings of funds and accounts it manages.

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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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^*

JANA Partners Management, LP

(Last) (First) (Middle)

888 SEVENTH AVENUE

24TH FLOOR

(Street)

NEW YORK NY 10106

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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, par value $0.01 per share	02/10/2026		S(6)		1,959,221	D	$24.48(1)	3,862,116	I	See footnote(7)

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
Notional Derivative Agreements (obligation to buy)	(2)	02/06/2026		J/K(2)(6)			133,790	(2)	(2)	Common Stock	133,790	(2)	474,950	I	See footnote(7)
Notional Derivative Agreements (obligation to buy)	(3)	02/06/2026		J/K(3)(6)			24,834	(3)	(3)	Common Stock	24,834	(3)	22,028	I	See footnote(7)
Notional Derivative Agreements (obligation to buy)	(4)	02/09/2026		J/K(4)(6)			474,950	(4)	(4)	Common Stock	474,950	(4)	0	I	See footnote(7)
Notional Derivative Agreements (obligation to buy)	(5)	02/09/2026		J/K(5)(6)			22,028	(5)	(5)	Common Stock	22,028	(5)	0	I	See footnote(7)

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 $24.44 to $24.52, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

2. Certain of the previously reported notional principal amount derivative agreements in the form of cash settled swaps that JANA (defined below) was a party to with an initial reference termination date of April 6, 2026 settled in accordance with their terms at a settlement price of $24.60.

3. Certain of the previously reported notional principal amount derivative agreements in the form of cash settled swaps that JANA was a party to with an initial reference termination date of September 22, 2026 settled in accordance with their terms at a settlement price of $24.60.

4. Certain of the previously reported notional principal amount derivative agreements in the form of cash settled swaps that JANA (defined below) was a party to with an initial reference termination date of April 6, 2026 settled in accordance with their terms at a settlement price of $24.47.

5. Certain of the previously reported notional principal amount derivative agreements in the form of cash settled swaps that JANA was a party to with an initial reference termination date of September 22, 2026 settled in accordance with their terms at a settlement price of $24.47.

6. The transactions reported herein were effected for the purpose of rebalancing the holdings of funds and accounts managed by JANA.

7. JANA Partners Management, LP ("JANA" or the "Reporting Person") is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. JANA Partners Management GP, LLC (the "GP") is the general partner of JANA. Barry Rosenstein is the Founder of the GP and JANA. Barry Rosenstein, JANA, and the GP disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein, if any.

Remarks:

The Reporting Person may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Scott Ostfeld, a Partner of the Reporting Person, currently serves on the board of directors of the Issuer.

	/s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer	02/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did JANA Partners report in TreeHouse Foods (THS) stock?

JANA Partners reported selling 1,959,221 TreeHouse Foods common shares at a weighted average price of $24.48 on February 10, 2026. Trades occurred between $24.44 and $24.52, with details available to investors and regulators upon request from the reporting person.

How many TreeHouse Foods (THS) shares does JANA Partners own after this Form 4?

After the reported sale, JANA Partners beneficially owns 3,862,116 TreeHouse Foods common shares indirectly through accounts it manages. This figure reflects holdings following the February 10, 2026 transaction and associated portfolio rebalancing activity disclosed in the filing.

What prices were involved in JANA Partners’ TreeHouse Foods share sale?

The sale used a weighted average price of $24.48 per share, with individual trades executed between $24.44 and $24.52. JANA stated it will provide full breakdowns of share amounts at each price level to the issuer, security holders, or SEC staff upon request.

What derivative positions related to TreeHouse Foods did JANA Partners settle?

JANA reported cash-settled swap agreements on TreeHouse Foods stock, including notional amounts of 474,950 and 22,028 shares, that settled at prices of $24.60 and $24.47. These settlements reduced certain notional derivative exposures to zero as reflected in the derivative securities table.

Why did JANA Partners execute these TreeHouse Foods transactions?

JANA stated the transactions were effected to rebalance the holdings of funds and accounts it manages. This explanation applies both to the large common stock sale and to the settlement of the related cash-settled swap positions linked to TreeHouse Foods shares.

What is JANA Partners’ relationship to TreeHouse Foods (THS)?

JANA Partners is described as a private money management firm that is a 10% owner and may be deemed a director by deputization. This stems from a JANA partner serving on TreeHouse Foods’ board, while JANA and related parties disclaim beneficial ownership beyond their pecuniary interest.