TreeHouse Foods (THS) CFO reports RSU acceleration and tax share withholding

Rhea-AI Filing Summary

TreeHouse Foods, Inc. Executive Vice President and Chief Financial Officer reported multiple equity transactions on 12/19/2025. Several blocks of restricted stock units were settled into common stock, including 5,307, 6,250, and 749 shares, all at an exercise price of $0. Shares totaling 1,555, 1,832, and 220 were withheld at $23.6 per share to cover minimum tax withholding obligations.

After these transactions, the officer directly owned 24,511 shares of common stock. The filing notes that portions of three RSU awards scheduled to vest in 2026 were accelerated in connection with Section 280G mitigation related to a pending transaction between TreeHouse Foods and Industrial F&B Investments III Inc., and that the accelerated awards are subject to potential clawback.

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^*

ODonnell Patrick M

(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, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

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	12/19/2025		M(1)		5,307	A	$0	21,119	D
Common Stock	12/19/2025		F(2)		1,555	D	$23.6	19,564	D
Common Stock	12/19/2025		M(1)		6,250	A	$0	25,814	D
Common Stock	12/19/2025		F(2)		1,832	D	$23.6	23,982	D
Common Stock	12/19/2025		M(1)		749	A	$0	24,731	D
Common Stock	12/19/2025		F(2)		220	D	$23.6	24,511	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)	12/19/2025		M(1)			5,307	(4)	(4)	Common Stock	5,307(5)	$0	5,307	D
Restricted Stock Unit	(3)	12/19/2025		M(1)			6,250	(6)	(6)	Common Stock	6,250(5)	$0	12,500	D
Restricted Stock Unit	(3)	12/19/2025		M(1)			749	(7)	(7)	Common Stock	749(5)	$0	0	D

Explanation of Responses:

1. Settlement of restricted stock units into shares of common stock.

2. Shares withheld to satisfy minimum tax withholding requirements upon vesting of restricted stock units.

3. Each restricted stock unit represents a contingent right to receive one share of common stock of TreeHouse Foods, Inc.

4. This award was scheduled to vest in three equal installments on 03/15/2025, 03/15/2026, and 03/15/2027, subject to the reporting person's continued service through such vesting date but the vesting of the portion reflected herein was accelerated from 03/15/2026 in order to mitigate the adverse impact to the Issuer and the Reporting Person of Section 280G of the Internal Revenue Code in connection with the pending transaction between the Issuer and Industrial F&B Investments III Inc. ("Section 280G Mitigation").

5. This award will be subject to clawback in the event it is determined that the Reporting Person would not have ultimately vested in the award notwithstanding the acceleration reflected herein.

6. This award was scheduled to vest in three equal installments on 02/27/2026, 02/27/2027, and 02/27/2028, subject to the reporting person's continued service through such vesting date but the vesting of the portion reflected herein was accelerated from 02/27/2026 in connection with the Section 280G Mitigation.

7. This award was scheduled to vest in three equal installments on 03/13/2024, 03/13/2025, and 03/13/2026, subject to the reporting person's continued service through such vesting date but the vesting of the portion reflected herein was accelerated from 03/13/2026 in connection with the Section 280G Mitigation.

Remarks:

	/s/ Kristy N. Waterman, by Power of Attorney	12/22/2025
	** 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 did TreeHouse Foods (THS) disclose about its CFO's recent stock transactions?

The Executive Vice President and Chief Financial Officer of TreeHouse Foods, Inc. reported the settlement of restricted stock units into common stock and the withholding of some shares on 12/19/2025 to cover tax obligations, ending with 24,511 directly owned common shares.

How many TreeHouse Foods (THS) shares did the CFO acquire or settle from RSUs?

On 12/19/2025, restricted stock units representing 5,307, 6,250, and 749 shares of TreeHouse Foods common stock were settled into shares at an exercise price of $0 per share.

How many TreeHouse Foods (THS) shares were withheld for taxes and at what price?

The filing reports that 1,555, 1,832, and 220 shares of TreeHouse Foods common stock were disposed of as shares withheld to satisfy minimum tax withholding requirements, each at a price of $23.6 per share.

What is the CFO's ownership in TreeHouse Foods (THS) after these transactions?

Following the reported transactions on 12/19/2025, the Executive Vice President and Chief Financial Officer directly owned 24,511 shares of TreeHouse Foods common stock.

Why were some TreeHouse Foods (THS) RSU vesting dates accelerated?

The vesting of portions of three restricted stock unit awards scheduled to vest on 03/15/2026, 02/27/2026, and 03/13/2026 was accelerated in order to mitigate the adverse impact to TreeHouse Foods and the reporting person of Section 280G of the Internal Revenue Code in connection with a pending transaction between TreeHouse Foods and Industrial F&B Investments III Inc.

Are the accelerated TreeHouse Foods (THS) RSU awards subject to clawback?

Yes. The filing states that the accelerated RSU award will be subject to clawback if it is determined that the reporting person would not have ultimately vested in the award notwithstanding the acceleration.