TreeHouse Foods (THS) director’s shares cashed out in $22.50-per-share merger
Rhea-AI Filing Summary
TreeHouse Foods director Linda K. Massman reported transactions tied to the closing of a merger in which TreeHouse became a wholly owned subsidiary of Industrial F&B Investments II, Inc. Under the merger agreement, each share of TreeHouse common stock was automatically canceled and converted into the right to receive $22.50 in cash, less applicable taxes and withholding, plus one contractual contingent value right linked to certain coffee-business litigation proceeds.
Massman disposed of 31,374 shares of common stock in a disposition to the issuer and exercised 7,727 restricted stock units, which were fully vested and converted into the same merger consideration before the resulting common shares were also canceled in the merger.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 31,374 shares
Net Sell
4 txns
Insider
Massman Linda K
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 7,727 | $0.00 | $0.00 |
| Disposition | Common Stock | 31,374 | $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 Linda K. Massman report in TreeHouse Foods (THS) Form 4?
Linda K. Massman reported disposing of 31,374 shares of common stock to the issuer and exercising 7,727 restricted stock units. The RSUs converted into common stock immediately before the merger, then those shares were also canceled for the merger consideration.
What happened to Linda K. Massman’s restricted stock units in the TreeHouse Foods (THS) merger?
Each restricted stock unit represented one TreeHouse share. At the merger’s effective time, all outstanding RSUs became fully vested and were automatically canceled and converted into the same cash and contingent value right merger consideration, less applicable taxes and withholding.
Who acquired TreeHouse Foods (THS) in the reported merger transaction?
TreeHouse Foods merged with Industrial F&B Investments III, Inc., with TreeHouse surviving as a wholly owned subsidiary of Industrial F&B Investments II, Inc.. This structure is documented in the Agreement and Plan of Merger dated November 10, 2025.
What is the contingent value right mentioned in the TreeHouse Foods (THS) insider filing?
The contingent value right is a contractual right to receive a portion of net proceeds, if any, from certain litigation tied to part of TreeHouse’s coffee business. Each former common share receives one such right alongside the cash merger payment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
