TreeHouse Foods (THS) CEO’s RSUs and PSUs cashed out in merger

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.

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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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^*

OAKLAND STEVEN

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

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		369,521	D	(1)	0	D
Common Stock(2)	02/11/2026		M		157,734	A	(1)(3)	157,734	D
Common Stock(2)	02/11/2026		D		157,734	D	(1)(3)	0	D
Common Stock	02/11/2026		A		281,598	A	(1)(4)	281,598	D
Common Stock	02/11/2026		D		281,598	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			157,734	(3)	(3)	Common Stock	157,734	(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
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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.

What merger consideration did TreeHouse Foods (THS) shareholders receive?

Each TreeHouse common share was converted into the right to receive $22.50 in cash, less applicable taxes and withholding, plus one contractual contingent value right. The contingent value right may pay out a portion of net proceeds, if any, from specified litigation tied to TreeHouse’s coffee business.

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.

What happened to TreeHouse Foods (THS) performance share units in this transaction?

Each performance share unit vested based on assuming 130% of target performance had been achieved. Those vested PSUs were then canceled and converted into the merger consideration, while any remaining unvested portion of PSU awards was automatically canceled for no consideration, ending those unvested rights entirely.

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.