TreeHouse Foods (THS) director equity cashed out at $22.50 plus CVR

Rhea-AI Filing Summary

TreeHouse Foods director Adam DeWitt reported merger-related equity transactions as the company was taken private. On February 11, 2026, each share of TreeHouse common stock was automatically canceled and converted into the right to receive $22.50 in cash, less taxes and withholding, plus one contractual contingent value right tied to litigation proceeds from part of TreeHouse’s coffee business.

DeWitt exercised 7,727 restricted stock units, each representing one share of common stock, and those RSUs became fully vested and were canceled in exchange for the same merger consideration. He also reported dispositions of 4,761 shares and 7,727 shares of common stock back to the issuer in connection with the merger, leaving him with no reported remaining common stock or RSUs.

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Equity compensation and M&A specialist

Director equity awards were cashed out at a fixed per-share merger price.

This filing shows how Adam DeWitt’s director equity in TreeHouse Foods was treated when the company was acquired. Each common share was converted into the right to receive $22.50 in cash plus a contingent value right linked to specific coffee-business litigation.

DeWitt exercised 7,727 restricted stock units, which immediately vested and were canceled for the same merger consideration, and reported issuer dispositions of 4,761 and 7,727 common shares. These are structural merger effects rather than open-market trading, and the filing indicates he held no common stock or RSUs afterward.

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^*

DeWitt Adam

(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
	Officer (give title below)		Other (specify below)

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		4,761	D	(1)	0	D
Common Stock(2)	02/11/2026		M		7,727	A	(1)(3)	7,727	D
Common Stock(2)	02/11/2026		D		7,727	D	(1)(3)	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			7,727	(3)	(3)	Common Stock	7,727	(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.

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.
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FAQ

What insider activity did TreeHouse Foods (THS) director Adam DeWitt report?

Adam DeWitt reported merger-related equity transactions on February 11, 2026. He exercised 7,727 restricted stock units into common stock and then disposed of 4,761 and 7,727 common shares to the issuer, reflecting the cash-out treatment of his holdings in the merger.

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

Each TreeHouse Foods common share was automatically canceled and converted into the right to receive $22.50 in cash plus one contractual contingent value right. The contingent value right is tied to net proceeds, if any, from certain litigation involving part of TreeHouse’s coffee business.

What happened to Adam DeWitt’s restricted stock units at TreeHouse Foods (THS)?

Each restricted stock unit represented a right to one TreeHouse common share and became fully vested at the merger’s effective time. The units were then automatically canceled and converted into the same merger consideration as common stock: $22.50 in cash per share plus a contingent value right, less applicable taxes.

Did Adam DeWitt retain any TreeHouse Foods (THS) common stock after the merger?

The filing shows zero common shares beneficially owned following the reported transactions. After exercising 7,727 restricted stock units and disposing of 4,761 and 7,727 common shares to the issuer, DeWitt no longer reported any remaining common stock or RSUs in TreeHouse Foods.

What is the contingent value right mentioned in the TreeHouse Foods (THS) merger?

The contingent value right entitles holders to a portion of any net proceeds from certain litigation tied to part of TreeHouse’s coffee business. Each canceled share of common stock received one such right in addition to $22.50 in cash, subject to applicable taxes and withholding.

Was Adam DeWitt’s Form 4 for TreeHouse Foods (THS) an open-market sale?

No, the Form 4 describes issuer dispositions and derivative exercises tied to the merger. The common shares and RSUs were automatically canceled or converted under the merger agreement terms, rather than being sold in open-market transactions on a stock exchange.