TreeHouse Foods (THS) SVP reports merger-driven RSU and PSU payout

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.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

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^*

Philip Amit

(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)
	SVP, Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		D		36,646	D	(1)	0	D
Common Stock(2)	02/11/2026		M		17,261	A	(1)(3)	17,261	D
Common Stock(2)	02/11/2026		D		17,261	D	(1)(3)	0	D
Common Stock	02/11/2026		A		30,622	A	(1)(4)	30,622	D
Common Stock	02/11/2026		D		30,622	D	(1)(4)	0	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)	02/11/2026		M			17,261	(3)	(3)	Common Stock	17,261	(1)(3)	0	D

Explanation of Responses:

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").

2. Reflects vested restricted stock units ("RSUs") further described in footnote three below.

3. 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.

4. 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.

Remarks:

	/s/ Kristy N. Waterman, by Power of Attorney	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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.

How were TreeHouse Foods (THS) common shares treated in the merger?

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

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.

How were TreeHouse Foods performance share units handled at closing?

Each performance share unit vested based on assuming 130% of target performance. Those vested PSUs were automatically canceled and converted into the merger consideration of cash plus a contingent value right, while any remaining unvested portion was canceled with no consideration paid.

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.