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.

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^*

Rahman Jill A

(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		19,367	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 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.

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

Each TreeHouse common share was converted into merger consideration. At the effective time, every issued and outstanding common share was canceled and converted into $22.50 in cash, less taxes and withholding, plus one contractual contingent value right tied to certain coffee-business litigation.

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.