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.

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^*

Massman Linda K

(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		31,374	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 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.

How did the merger affect TreeHouse Foods (THS) common shareholders?

At the merger’s effective time, each TreeHouse common share was canceled and converted into the right to receive $22.50 in cash plus one contingent value right. The contingent value right may pay out from net proceeds of specified coffee-business litigation, if any arise.

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.