Director reports TreeHouse (THS) share and RSU cancellation in merger
Rhea-AI Filing Summary
TreeHouse Foods director Jill A. Rahman reported transactions tied to the closing of the company’s merger with Industrial F&B Investments. At the merger’s effective time, each share of TreeHouse common stock was converted into the right to receive $22.50 in cash, less applicable taxes and withholding, plus one contingent value right linked to certain coffee-business litigation proceeds.
Rahman disposed of 19,367 shares of common stock in a disposition to the issuer as part of this merger conversion. In addition, 7,727 restricted stock units became fully vested, were effectively exercised into an equal number of common shares, and those shares were then canceled and converted into the same merger consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 19,367 shares
Net Sell
4 txns
Insider
Rahman Jill A
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 7,727 | $0.00 | $0.00 |
| Disposition | Common Stock | 19,367 | $0.00 | $0.00 |
| Exercise | Common Stock | 7,727 | $0.00 | $0.00 |
| Disposition | Common Stock | 7,727 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Unit — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (3)
- F1. 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").
- F2. Reflects vested restricted stock units ("RSUs") further described in footnote three below.
- F3. 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.
FAQ
What insider transactions did Jill A. Rahman report for TreeHouse Foods (THS)?
Jill A. Rahman reported merger-related equity transactions. She disposed of 19,367 TreeHouse common shares to the issuer and had 7,727 restricted stock units vest, convert into common stock, and then be canceled in exchange for the merger consideration.
What happened to Jill A. Rahman’s restricted stock units in the TreeHouse (THS) merger?
Rahman’s restricted stock units became fully vested and were converted. Her 7,727 RSUs vested, each representing one common share, then were automatically canceled and converted into the same cash plus contingent value right merger consideration as TreeHouse common stock.
Were Jill A. Rahman’s TreeHouse (THS) transactions open-market sales?
No, the dispositions were to the issuer in connection with the merger. The Form 4 describes issuer dispositions and conversions under the merger agreement, rather than open-market buying or selling of TreeHouse common stock by the director.
What is the merger consideration described in the TreeHouse Foods (THS) Form 4?
The merger consideration has two components. Each eligible share or RSU was converted into the right to receive $22.50 in cash, less applicable taxes and withholding, plus one contractual contingent value right tied to proceeds from specified coffee-business litigation.
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