TreeHouse Foods, Inc. filings document the company’s transition from a NYSE-listed public issuer to a wholly owned subsidiary following the completed merger. The record includes Form 8-K material-event reports, shareholder vote results, merger-related proxy disclosures, Form 25 delisting notice and Form 15 termination of Exchange Act registration for its common stock.
Other disclosures address operating and financial results before the transaction, material agreements, post-merger financing arrangements, capital structure, governance matters and stockholder litigation disclosures tied to the proxy process.
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) received an amended Schedule 13G/A (Amendment No. 1) from 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.
TreeHouse Foods (THS): Schedule 13D/A — JANA Partners Management, LP amended its ownership disclosure and entered into a Voting Agreement supporting the Issuer’s Merger Agreement announced on November 10, 2025. JANA reports beneficial ownership of 5,829,064 shares, or 11.5% of the common stock, based on 50.5 million shares outstanding as of October 31, 2025.
JANA acquired the shares for an aggregate purchase price of approximately $218.6 million, using investment funds and margin borrowings in commingled margin accounts. The stake includes 7,727 RSUs granted to a JANA-affiliated director and assigned to JANA. JANA reports sole voting and dispositive power over the shares and indicates no transactions in the last 60 days. Under the Voting Agreement, JANA agreed to vote its shares in favor of adopting the Merger Agreement, subject to its stated terms and conditions.
TreeHouse Foods (THS) entered into a definitive merger agreement with Investindustrial under which TreeHouse will merge with a subsidiary of Investindustrial and become a private company. At closing, each share of TreeHouse common stock will be converted into $22.50 in cash plus one contingent value right (CVR) tied to potential net proceeds from certain litigation relating to part of TreeHouse’s coffee business.
Equity awards will vest at closing (performance share units assume 130% of target); in‑the‑money options are cashed out for the spread and receive a CVR, while out‑of‑the‑money options are canceled. The transaction requires approval by a majority of the voting power of outstanding shares, expiration or termination of Hart‑Scott‑Rodino waiting periods, and Canadian antitrust clearance, among other customary conditions. The deal is not conditioned on financing, and financing commitments are in place. Break fees include $40,750,000 payable by TreeHouse in specified circumstances and $81,500,000 payable by Investindustrial if it fails to close when required. A Voting Agreement with JANA Partners supports approval. Under the CVR Agreement, 85% of net litigation proceeds go to CVR holders and 15% to TreeHouse.
TreeHouse Foods (THS) reported a sharp Q3 loss driven by a goodwill write-down. Net sales were $840.3 million, little changed from last year, while gross profit rose to $157.9 million as cost of sales declined. An interim goodwill impairment of $289.7 million pushed operating results to a loss of $254.1 million and net loss to $265.8 million, or $5.26 per share. For the first nine months, net sales were $2,430.3 million and net loss was $300.5 million.
Cash fell to $21.0 million from $289.6 million as operating cash use reached $62.5 million and investing cash use totaled $281.4 million, including the $207.6 million acquisition of Harris Tea, which contributed $110.6 million in sales and $8.1 million of pre‑tax income year‑to‑date. Restructuring costs were $34.0 million in Q3 and $67.9 million year‑to‑date, with facility closures underway. Debt outstanding was $1,509.7 million, including a $500.0 million note due 2028. The company recognized insurance recoveries of $23.0 million year‑to‑date related to a griddle product recall and $7.6 million for a prior broth recall, with an additional $7.0 million received after quarter‑end. A pension annuity lift‑out in October reduced obligations by $80.0 million and is expected to yield an $8.5 million non‑cash gain in Q4.
TreeHouse Foods (THS) reported a sharp Q3 loss driven by a goodwill write-down. Net sales were $840.3 million, little changed from last year, while gross profit rose to $157.9 million as cost of sales declined. An interim goodwill impairment of $289.7 million pushed operating results to a loss of $254.1 million and net loss to $265.8 million, or $5.26 per share. For the first nine months, net sales were $2,430.3 million and net loss was $300.5 million.
Cash fell to $21.0 million from $289.6 million as operating cash use reached $62.5 million and investing cash use totaled $281.4 million, including the $207.6 million acquisition of Harris Tea, which contributed $110.6 million in sales and $8.1 million of pre‑tax income year‑to‑date. Restructuring costs were $34.0 million in Q3 and $67.9 million year‑to‑date, with facility closures underway. Debt outstanding was $1,509.7 million, including a $500.0 million note due 2028. The company recognized insurance recoveries of $23.0 million year‑to‑date related to a griddle product recall and $7.6 million for a prior broth recall, with an additional $7.0 million received after quarter‑end. A pension annuity lift‑out in October reduced obligations by $80.0 million and is expected to yield an $8.5 million non‑cash gain in Q4.
TreeHouse Foods (THS) announced it furnished a press release with financial and operating results for the fiscal quarter ended September 30, 2025. The company disclosed this via an Item 2.02 current report, noting the press release is attached as Exhibit 99.1.
The company stated the information under Item 2.02 and Exhibit 99.1 is being furnished and is not deemed filed under Section 18 of the Exchange Act. TreeHouse Foods’ common stock trades on the NYSE under the symbol THS.
TreeHouse Foods (THS) announced it furnished a press release with financial and operating results for the fiscal quarter ended September 30, 2025. The company disclosed this via an Item 2.02 current report, noting the press release is attached as Exhibit 99.1.
The company stated the information under Item 2.02 and Exhibit 99.1 is being furnished and is not deemed filed under Section 18 of the Exchange Act. TreeHouse Foods’ common stock trades on the NYSE under the symbol THS.
TreeHouse Foods announced it signed an Agreement and Plan of Merger with affiliates of Investindustrial. Under the agreement, Industrial F&B Investments III, Inc. will merge with and into TreeHouse, and TreeHouse will continue as the surviving corporation.
The company furnished supporting materials, including a joint press release and stakeholder communications, as exhibits to the report.
TreeHouse Foods announced it signed an Agreement and Plan of Merger with affiliates of Investindustrial. Under the agreement, Industrial F&B Investments III, Inc. will merge with and into TreeHouse, and TreeHouse will continue as the surviving corporation.
The company furnished supporting materials, including a joint press release and stakeholder communications, as exhibits to the report.
TreeHouse Foods (THS): BlackRock, Inc. filed an amended Schedule 13G reporting beneficial ownership of 6,799,984 shares of TreeHouse Foods common stock, representing 13.5% of the class as of 09/30/2025.
BlackRock reports sole voting power over 6,683,901 shares and sole dispositive power over 6,799,984 shares, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
The filing notes that iShares Core S&P Small-Cap ETF has an interest in TreeHouse Foods’ common stock of more than five percent of the total outstanding common stock.