JANA exits TreeHouse Foods (THS) stake in merger-related Form 4

Rhea-AI Filing Summary

JANA Partners Management, LP, an indirect 10% owner and director-by-deputization of TreeHouse Foods, Inc., reported merger-related changes in its holdings. On 02/11/2026, 3,862,116 shares of common stock were disposed of to the issuer in connection with the completion of a merger.

Under the merger agreement, each TreeHouse common share was converted into the right to receive $22.50 in cash, less taxes and withholding, plus one contingent value right tied to potential proceeds from litigation relating to part of the coffee business. In addition, 7,727 restricted stock units held for JANA fully vested, were converted into common stock, and then into the same merger consideration, leaving no derivative or non-derivative shares reported as beneficially owned after these transactions.

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^*

JANA Partners Management, LP

(Last) (First) (Middle)

888 SEVENTH AVENUE

24TH FLOOR

(Street)

NEW YORK NY 10106

(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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

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, par value $0.01 per share ("Common Stock")	02/11/2026		D		3,862,116	D	(1)	0	I	See footnote(4)
Common Stock(2)	02/11/2026		M		7,727	A	(1)(3)	7,727	I	See footnote(4)
Common Stock(2)	02/11/2026		D		7,727	D	(1)(3)	0	I	See footnote(4)

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 Units	(3)	02/11/2026		M			7,727	(3)	(3)	Common Stock	7,727	(1)(3)	0	I	See footnote(4)

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. (the "Issuer"), Industrial F&B Investments II, Inc. ("Parent"), and Industrial F&B Investments III, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer 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 the Issuer'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 the Issuer's coffee business (clauses (i) and (ii) collectively, the "Merger Consideration").

2. Reflects vested restricted stock units ("RSUs") further described in footnote three below. Scott Ostfeld ("Mr. Ostfeld"), a Partner of the Reporting Person who currently serves on the board of directors of the Issuer, has assigned all rights to any shares issuable pursuant to the grant to the Reporting Person. Pursuant to the assignment, settlement of the award on vesting was made to the Reporting Person.

3. Each RSU represents a contingent right to receive one share of common stock of the Issuer. 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.

4. JANA Partners Management, LP ("JANA" or the "Reporting Person") is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. JANA Partners Management GP, LLC (the "GP") is the general partner of JANA. Barry Rosenstein is the Founder of the GP and JANA. Barry Rosenstein, JANA, and the GP disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein, if any.

Remarks:

The Reporting Person may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that that Mr. Ostfeld, currently serves on the board of directors of the Issuer.

	/s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer	02/11/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did JANA Partners report at TreeHouse Foods (THS)?

JANA Partners Management, LP reported disposing of 3,862,116 TreeHouse Foods common shares to the issuer in a merger. It also reported 7,727 restricted stock units vesting, converting into common stock, and then into the same merger consideration, leaving no shares reported afterward.

What merger consideration did TreeHouse Foods (THS) shareholders receive?

Each TreeHouse Foods common share was converted into the right to receive $22.50 in cash plus one contingent value right. The contingent value right entitles holders to a portion of net proceeds, if any, from certain litigation related to part of TreeHouse’s coffee business.

How were JANA’s restricted stock units in TreeHouse Foods (THS) treated?

Each restricted stock unit represented a right to one TreeHouse common share. At the merger’s effective time, JANA’s 7,727 units became fully vested, converted into common stock, and were automatically canceled in exchange for the same cash and contingent value right merger consideration.

Why is JANA Partners considered a director and 10% owner of TreeHouse Foods (THS)?

JANA Partners Management, LP is shown as a 10% owner and may be deemed a director by deputization. This is because partner Scott Ostfeld serves on TreeHouse Foods’ board and assigned rights from his equity grant to JANA, which manages accounts holding the reported securities.

Does JANA Partners claim full beneficial ownership of TreeHouse Foods (THS) shares?

JANA Partners, its general partner, and founder Barry Rosenstein disclaim beneficial ownership of TreeHouse Foods securities beyond any pecuniary interest. The securities are held through various managed accounts, and they state ownership only to the extent of economic interest, if any, in those accounts.

What role did the merger play in JANA’s TreeHouse Foods (THS) disposition?

The disposition directly resulted from TreeHouse Foods’ merger with a parent entity. At the merger’s effective time, all outstanding common shares and restricted stock units were automatically canceled and converted into the cash and contingent value right merger consideration, eliminating JANA’s reported holdings.