Treehouse Foods SEC Filings

TreeHouse Foods, Inc. received an amended Schedule 13G from investment firm Sessa Capital and related entities reporting their beneficial ownership of the company’s common stock. The filing shows that Sessa Capital (Master), L.P., its affiliated general partners and investment managers, and individual filer John Petry together beneficially own 468,176 shares of TreeHouse Foods common stock, representing 0.93% of the outstanding class.

The reporting persons state they share voting and dispositive power over these shares and have no sole voting or disposition power. They also certify that the securities were not acquired and are not held for the purpose of changing or influencing control of TreeHouse Foods, indicating a passive investment position and an ownership level below 5% of the company’s common stock.

TreeHouse Foods received an amended ownership report from FMR LLC and Abigail P. Johnson showing beneficial ownership of 822,157.92 shares of TreeHouse Foods common stock, representing about 1.6% of the class. FMR LLC reports sole voting power over 813,434.00 shares and sole dispositive power over 822,157.92 shares, while Abigail P. Johnson reports sole dispositive power over the same 822,157.92 shares.

The filing confirms that the position represents ownership of 5% or less of TreeHouse Foods’ common stock. It also states that one or more other persons may have the right to receive dividends or proceeds from these shares, but no such person holds more than 5% of the total outstanding common stock. The reporting persons certify that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of TreeHouse Foods.

TreeHouse Foods provides preliminary 2025 results and additional details tied to its pending merger with an Investindustrial affiliate. For the year ended December 31, 2025, Adjusted Net Sales are expected between $3,375 million and $3,395 million, with Adjusted EBITDA from continuing operations between $350 million and $360 million. For the fourth quarter, Adjusted Net Sales are estimated at $935 million to $955 million and Adjusted EBITDA at $127 million to $137 million, helped by the Harris Tea acquisition, normalized production at griddle and broth facilities, stronger private‑label demand, and procurement savings.

The company outlines a post‑merger operating structure with two divisions, Snacks and Meals, and shares historical Adjusted Net Sales and Adjusted EBITDA for each. It estimates total annual run‑rate cost savings of about $131 million from merger‑related procurement, operations, and administrative initiatives by the end of 2028, with merger financing models assuming an EBITDA benefit of roughly $39.3 million and one‑time costs of about $19 million. Management stresses these figures are non‑GAAP, based on current plans, and subject to closing of the merger and execution risks.

TreeHouse Foods is asking stockholders to approve a definitive merger in which Industrial F&B Investments III, Inc., a subsidiary of Investindustrial, will merge into TreeHouse Foods, making the company a wholly owned subsidiary of Industrial F&B Investments II, Inc.

If completed, each share of TreeHouse Foods common stock will be converted into the right to receive $22.50 in cash plus one contingent value right (CVR), without interest and less applicable withholding taxes. The CVR gives holders a right to a share of any net proceeds from the company’s ongoing antitrust litigation against Keurig Green Mountain, with 85% of eligible net proceeds paid to CVR holders and 15% retained by TreeHouse Foods.

The virtual special meeting is scheduled for January 29, 2026, with a record date of December 26, 2025, covering 50,485,807 outstanding shares. Approval of the merger requires an affirmative vote of a majority of the voting power of outstanding shares. The board unanimously recommends voting “FOR” the merger, the advisory executive compensation proposal, and the adjournment proposal. A voting agreement commits JANA Partners to support the deal. Financing of approximately $3.032 billion is arranged, and the merger is not conditioned on financing. After closing, TreeHouse Foods stock is expected to be delisted from the NYSE, and stockholders who do not vote for the deal may seek appraisal rights under Delaware law.

TreeHouse Foods, Inc. Executive Vice President and Chief Financial Officer reported multiple equity transactions on 12/19/2025. Several blocks of restricted stock units were settled into common stock, including 5,307, 6,250, and 749 shares, all at an exercise price of $0. Shares totaling 1,555, 1,832, and 220 were withheld at $23.6 per share to cover minimum tax withholding obligations.

After these transactions, the officer directly owned 24,511 shares of common stock. The filing notes that portions of three RSU awards scheduled to vest in 2026 were accelerated in connection with Section 280G mitigation related to a pending transaction between TreeHouse Foods and Industrial F&B Investments III Inc., and that the accelerated awards are subject to potential clawback.

TreeHouse Foods, Inc. disclosed that its SVP, Chief Operations Officer sold 6,097 shares of common stock at $23.79 per share on December 16, 2025.

After this insider sale, the executive directly owned 0 shares of TreeHouse Foods common stock.

TreeHouse Foods, Inc. is asking stockholders to approve a merger in which Industrial F&B Investments III, Inc. will merge into TreeHouse Foods, making the company a wholly owned subsidiary of Industrial F&B Investments II, Inc., an affiliate of Investindustrial. If completed, each share of TreeHouse Foods common stock will be converted into the right to receive $22.50 in cash plus one contractual contingent value right (CVR), in each case without interest and less applicable withholding taxes.

The CVR gives holders a potential cash payment tied to 85% of net proceeds, if any, from ongoing antitrust litigation against Keurig Green Mountain, with the remaining 15% retained by TreeHouse Foods. The board unanimously determined the merger is advisable and fair, received a fairness opinion from Goldman Sachs, and recommends voting “FOR” the merger, the advisory vote on merger-related executive compensation, and the proposal to adjourn the meeting if needed. The merger requires approval by a majority of the voting power of outstanding shares, offers appraisal rights under Delaware law, and is expected to result in delisting from the NYSE and deregistration under the Exchange Act.

THS has a Rule 144 notice covering 6,097 common shares that are listed to be sold through Fidelity Brokerage Services on the NYSE, with an approximate sale date of 12/16/2025 and an aggregate market value of 145,076.29.

The notice states that 50,500,000 common shares are outstanding. The shares covered were acquired from the issuer through restricted stock vesting in March 2025 as compensation, in lots of 875, 1,323 and 3,899 shares.

The person for whose account the securities are to be sold represents that they do not know any material adverse information about the issuer’s current or prospective operations that has not been publicly disclosed, and acknowledges the statements regarding Rule 10b5-1 trading plans.

TreeHouse Foods (THS)T. Rowe Price Investment Management, Inc., reporting beneficial ownership of 121 shares of common stock, representing 0.0% of the class.

The filer reports sole voting power: 121 shares and sole dispositive power: 121 shares, with no shared voting or dispositive power. The event date for the reporting threshold is 09/30/2025.

T. Rowe Price Investment Management, Inc. identifies as an investment adviser (IA) and certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.