TreeHouse Foods (THS) SVP reports merger-driven RSU and PSU payout
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
TreeHouse Foods SVP and Chief Strategy Officer Philip Amit reported merger-related equity conversions and cancellations in connection with the take-private of TreeHouse Foods, Inc. Under a merger with Industrial F&B Investments II, Inc. and Industrial F&B Investments III, Inc., each TreeHouse common share was converted at the effective time into the right to receive $22.50 in cash, less applicable taxes and withholding, plus one contractual contingent value right tied to net proceeds, if any, from specified coffee-business litigation.
On February 11, 2026, Amit exercised 17,261 restricted stock units, converting them into common stock, and then disposed of those shares back to the issuer as part of the merger consideration mechanics. Performance share units vested assuming 130% of target performance and were similarly canceled for the same merger consideration, leaving no remaining derivative or common stock holdings reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
17,261 shares exercised/converted
Mixed
6 txns
Insider
Philip Amit
Role
SVP, Chief Strategy Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 17,261 | $0.00 | -- |
| Disposition | Common Stock | 36,646 | $0.00 | -- |
| Exercise | Common Stock | 17,261 | $0.00 | -- |
| Disposition | Common Stock | 17,261 | $0.00 | -- |
| Grant/Award | Common Stock | 30,622 | $0.00 | -- |
| Disposition | Common Stock | 30,622 | $0.00 | -- |
Holdings After Transaction:
Restricted Stock Unit — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (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"). Reflects vested restricted stock units ("RSUs") further described in footnote three below. 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. Pursuant to the Merger Agreement, each performance share unit ("PSU") with respect to TreeHouse common stock subject to performance-based vesting conditions that was outstanding as of immediately prior to the Effective Time became vested in the number of shares of TreeHouse common stock assuming that 130% of target level of performance had been achieved, and each such PSU was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding, and any unvested portion was automatically canceled for no consideration.
FAQ
What insider activity did TreeHouse Foods (THS) report for Philip Amit?
TreeHouse Foods reported that SVP and Chief Strategy Officer Philip Amit exercised 17,261 restricted stock units and then disposed of the resulting common shares back to the issuer, all in connection with the company’s merger and related payout terms.
What happened to Philip Amit’s restricted stock units in the TreeHouse Foods merger?
Each restricted stock unit represented one TreeHouse common share. At the merger’s effective time, all outstanding RSUs became fully vested, were automatically canceled, and converted into the same cash and contingent value right consideration as regular common shares, net of taxes and withholding.
Does Philip Amit hold any TreeHouse Foods derivative securities after these transactions?
Following the reported transactions on February 11, 2026, the filing shows Philip Amit with zero derivative securities remaining. His 17,261 restricted stock units were exercised and then fully canceled in exchange for the merger’s cash and contingent value right consideration.
Who were the counterparties in the TreeHouse Foods merger affecting this Form 4?
The merger was executed under a November 10, 2025 Agreement and Plan of Merger among TreeHouse Foods, Inc., Industrial F&B Investments II, Inc. as Parent, and Industrial F&B Investments III, Inc. as Merger Sub, with TreeHouse surviving as a wholly owned subsidiary of Parent.