TreeHouse Foods (THS) CEO’s RSUs and PSUs cashed out in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
TreeHouse Foods CEO and President Steven Oakland reported automatic changes to his equity as part of TreeHouse’s merger. On 02/11/2026, each TreeHouse common share was canceled and converted into the right to receive $22.50 in cash plus a contingent value right tied to coffee‑business litigation proceeds.
Oakland exercised 157,734 restricted stock units into common stock, which, along with 369,521 other common shares, was disposed of to the issuer in the merger. Performance share units covering 281,598 shares vested at 130% of target and were also canceled for the same merger consideration, with any remaining unvested PSUs canceled for no payment.
Positive
- None.
Negative
- None.
Insider Trade Summary
157,734 shares exercised/converted
Mixed
6 txns
Insider
OAKLAND STEVEN
Role
CEO and President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 157,734 | $0.00 | -- |
| Disposition | Common Stock | 369,521 | $0.00 | -- |
| Exercise | Common Stock | 157,734 | $0.00 | -- |
| Disposition | Common Stock | 157,734 | $0.00 | -- |
| Grant/Award | Common Stock | 281,598 | $0.00 | -- |
| Disposition | Common Stock | 281,598 | $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 does Steven Oakland’s Form 4 for TreeHouse Foods (THS) report?
The Form 4 reports automatic changes to Steven Oakland’s TreeHouse equity due to the company’s merger. His common shares, RSUs, and PSUs were canceled and converted into cash plus a contingent value right, consistent with the merger agreement’s consideration terms for all outstanding common stock.
How were Steven Oakland’s restricted stock units treated in the TreeHouse merger?
Each restricted stock unit represented one TreeHouse share. As of the merger’s effective time, all outstanding RSUs became fully vested, were automatically canceled, and converted into the same cash plus contingent value right merger consideration that applied to common shares, after applicable taxes and withholding.
Does this Form 4 show open-market buying or selling by the TreeHouse CEO?
The filing shows no open-market trades. Reported movements are derivative exercises, grants and automatic dispositions to the issuer tied to the merger closing. All share and unit cancellations were exchanged for the agreed cash and contingent value right consideration under the merger agreement.
Who acquired TreeHouse Foods in the merger described in the Form 4?
TreeHouse merged with a subsidiary of Industrial F&B Investments II, Inc. Under the merger, that subsidiary combined with TreeHouse, and TreeHouse survived as a wholly owned subsidiary of Industrial F&B Investments II, Inc., with former shareholders receiving the specified cash plus contingent value right consideration.