Merger cashes out TreeHouse Foods (NYSE: THS) director equity position
Rhea-AI Filing Summary
TreeHouse Foods, Inc. director Joseph Scalzo reported automatic cash-out of his equity in connection with the company’s merger into Industrial F&B Investments II, Inc.’s wholly owned subsidiary.
At the effective time of the merger, each share of TreeHouse common stock was canceled and converted into the right to receive $22.50 in cash, less applicable taxes and withholding, plus one contingent value right tied to potential net proceeds from certain coffee‑business litigation. Scalzo exercised 7,727 restricted stock units into common shares and then disposed of a total of 14,031 common shares to the issuer as part of this merger consideration, leaving no reported direct holdings.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 7,727 | $0.00 | -- |
| Disposition | Common Stock | 14,031 | $0.00 | -- |
| Exercise | Common Stock | 7,727 | $0.00 | -- |
| Disposition | Common Stock | 7,727 | $0.00 | -- |
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.
FAQ
What insider transaction did TreeHouse Foods (THS) director Joseph Scalzo report?
Director Joseph Scalzo reported that his TreeHouse Foods equity was cashed out in a merger. He exercised 7,727 RSUs into common shares and then disposed of 14,031 common shares to the issuer as part of the merger consideration package.
How were Joseph Scalzo’s restricted stock units in TreeHouse Foods (THS) treated?
Each restricted stock unit represented a right to one TreeHouse Foods share. At the merger’s effective time, all outstanding RSUs became fully vested, were automatically canceled, and converted into the same cash and contingent value right consideration as TreeHouse common stock.
Why did Joseph Scalzo report a disposition of TreeHouse Foods (THS) common stock?
The disposition reflects that TreeHouse Foods merged into a parent entity and became a wholly owned subsidiary. At the effective time, all outstanding common shares, including those held by Joseph Scalzo, were canceled and converted into the merger consideration, ending his reported direct holdings.
What is the contingent value right mentioned in the TreeHouse Foods (THS) insider filing?
The contingent value right is a contractual right tied to certain coffee‑business litigation. It may provide holders a portion of any net proceeds from that litigation, in addition to the $22.50 cash per share received in the merger, if proceeds are ultimately realized.