Treehouse Foods SEC Filings

TreeHouse Foods CEO and President Steven Oakland reported automatic changes to his equity as part of TreeHouse’s merger. On 02/11/2026, each TreeHouse common share was canceled and converted into the right to receive $22.50 in cash plus a contingent value right tied to coffee‑business litigation proceeds.

Oakland exercised 157,734 restricted stock units into common stock, which, along with 369,521 other common shares, was disposed of to the issuer in the merger. Performance share units covering 281,598 shares vested at 130% of target and were also canceled for the same merger consideration, with any remaining unvested PSUs canceled for no payment.

TreeHouse Foods director Jean E. Spence reported equity transactions tied to the company’s cash acquisition. On February 11, 2026, all shares of TreeHouse common stock were automatically canceled in a merger where each share was converted into the right to receive $22.50 in cash plus one contractual contingent value right linked to litigation proceeds.

Spence’s 30,861 restricted stock units became fully vested, were converted into an equal number of common shares through a derivative exercise, and then those 30,861 shares were disposed of to the issuer as part of the merger consideration mechanics. An additional 2,022 common shares were also disposed of to the issuer, leaving Spence with no TreeHouse shares reported as beneficially owned after these transactions.

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.

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.

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.

TreeHouse Foods director Adam DeWitt reported merger-related equity transactions as the company was taken private. On February 11, 2026, each share of TreeHouse common stock was automatically canceled and converted into the right to receive $22.50 in cash, less taxes and withholding, plus one contractual contingent value right tied to litigation proceeds from part of TreeHouse’s coffee business.

DeWitt exercised 7,727 restricted stock units, each representing one share of common stock, and those RSUs became fully vested and were canceled in exchange for the same merger consideration. He also reported dispositions of 4,761 shares and 7,727 shares of common stock back to the issuer in connection with the merger, leaving him with no reported remaining common stock or RSUs.

TreeHouse Foods director Tyler Jason J. reported equity transactions tied to the closing of TreeHouse’s merger with Industrial F&B Investments II, Inc. On February 11, 2026, 22,669 restricted stock units were exercised into common shares and then canceled, and 8,192 directly held common shares were also canceled or disposed of to the issuer.

Under the merger, each share of TreeHouse common stock was automatically converted into the right to receive $22.50 in cash, less taxes and withholding, plus one contractual contingent value right linked to potential proceeds from litigation involving part of TreeHouse’s coffee business. All outstanding RSUs became fully vested and were similarly converted into this merger consideration.

TreeHouse Foods, Inc. has completed its merger with Industrial F&B Investments III, Inc., an affiliate of Investindustrial. TreeHouse shareholders receive $22.50 in cash per share plus one contingent value right (CVR) tied to potential net proceeds from litigation involving part of the company’s coffee business.

The transaction reflects an enterprise value of $2.9 billion and an equity value of $1.2 billion, representing a 38% premium to the September 26, 2025 closing share price and a 29% premium to the 30‑day volume‑weighted average price on that date.

To fund the deal, the new parent put in place a $1,000 million senior secured term loan, a $400.0 million asset‑backed revolving facility, and issued $800 million of 7.750% senior secured notes due 2033, while repaying and terminating TreeHouse’s existing credit agreement and discharging its $500 million 4.000% senior notes due 2028.

Following the merger, TreeHouse becomes a wholly owned subsidiary of Parent, its board has been replaced by Parent‑designated directors, its charter and bylaws have been amended and restated, and its common stock will be delisted from the New York Stock Exchange as the company moves to deregister and cease public reporting.

TreeHouse Foods, Inc. is having its common stock removed from listing and registration on the New York Stock Exchange under Section 12(b) of the Securities Exchange Act of 1934. The Exchange states that it has complied with its own rules and the SEC’s Rule 12d2-2 for striking this class of securities from listing.

The notice also confirms that TreeHouse Foods has complied with the Exchange’s rules and the requirements of Rule 12d2-2(c) that apply when a company withdraws a class of securities from listing and registration. The Form 25 notification is signed on behalf of the New York Stock Exchange by an authorized market watch analyst.