TreeHouse Foods (NYSE: THS) closes $22.50-per-share cash and CVR deal

Rhea-AI Filing Summary

TreeHouse Foods, Inc. has completed its previously announced merger with Industrial F&B Investments II, Inc. and Industrial F&B Investments III, Inc. Each share of common stock outstanding at the effective time was canceled and converted into the right to receive $22.50 in cash plus one contingent value right (CVR), without interest and less applicable withholding taxes.

Each outstanding RSU fully vested at closing and was canceled in exchange for cash equal to $22.50 per underlying share plus one CVR per underlying share, with the cash portion payable within ten business days, subject to tax withholding. JANA Partners Management reports that, as of the close of business on the transaction date, it no longer may be deemed to beneficially own any TreeHouse common stock or RSUs.

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Event-driven equity analyst

TreeHouse closes go-private deal with $22.50 cash plus CVR per share.

The company has completed its merger with Industrial F&B entities, taking TreeHouse off the public equity market. Common shareholders receive $22.50 in cash per share plus one contingent value right, a security that may pay out based on future milestones defined in the merger agreement.

Equity-based compensation is also crystallized: all RSUs vested at closing and are exchanged for cash at $22.50 per underlying share plus one CVR per share, with cash due within ten business days after the effective time. JANA Partners Management now reports zero beneficial ownership of TreeHouse shares or RSUs, confirming the activist position has been fully exited as part of the transaction.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

TreeHouse Foods, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

89469A104

(CUSIP Number)

Ele Klein & Adriana Schwartz
McDermott Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 89469A104

1

Name of reporting person

JANA Partners Management, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: TreeHouse Foods, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2021 SPRING ROAD, SUITE 600, OAK BROOK, ILLINOIS , 60523.
Item 1 Comment: This Amendment No. 8 ("Amendment No. 8") amends the statement on Schedule 13D filed with the SEC on February 10, 2021 (as amended from time to time, the "Schedule 13D") with respect to the Shares of the Issuer. This Amendment No. 8 amends Items 4 and 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 8 have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On February 11, 2026, the previously announced merger (the "Merger") among the Issuer and Industrial F&B Investments II, Inc. ("Parent") and Industrial F&B Investments III, Inc. ("Merger Sub") was consummated, upon which each share of Common Stock issued and outstanding immediately before the effective time of the Merger (the "Effective Time"), subject to certain exceptions, was canceled and converted into the right to receive (1) $22.50 in cash, plus (2) one CVR (as defined in the Merger Agreement), in each case, without interest and less applicable withholding taxes. In addition, each RSU outstanding as of immediately prior to the Effective Time fully vested and was canceled in exchange for the right to receive (1) a cash payment in an amount equal to the product of the total number of shares of Common Stock underlying such RSU, multiplied by $22.50 and (2) one CVR for each share of Common Stock underlying such RSU, in each case, without interest and subject to any applicable tax withholding, and with respect to (1), to be paid within 10 business days after the Effective Time.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in its entirety as follows: As of the close of business on the date hereof, the Reporting Person no longer may be deemed to beneficially own any shares of Common Stock or RSUs.
(b)	Item 5(b) is hereby amended and restated in its entirety as follows: As of the close of business on the date hereof, the Reporting Person no longer may be deemed to beneficially own any shares of Common Stock or RSUs.
(c)	Item 5(c) is hereby amended and restated in its entirety as follows: In addition the closing of the Merger described in Item 4, information concerning transactions in the shares of Common Stock effected by the Reporting Person during the past sixty (60) days is set forth in Schedule A hereto and is incorporated herein by reference. All of the transactions listed in Schedule A were effected in the open market through various brokerage entities.
(e)	Item 5(e) is hereby amended and restated in its entirety as follows: February 11, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JANA Partners Management, LP

Signature:	/s/ Jennifer Fanjiang
Name/Title:	Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer
Date:	02/11/2026

FAQ

What do TreeHouse Foods (THS) shareholders receive in the merger?

Shareholders receive $22.50 in cash plus one contingent value right (CVR) for each share of common stock. This consideration is paid without interest and subject to applicable withholding taxes, following completion of the merger transaction.

How are TreeHouse Foods (THS) RSUs treated in the merger?

Each RSU outstanding immediately before the effective time fully vested and was canceled. Holders receive cash equal to $22.50 per underlying share plus one CVR per underlying share, with the cash portion payable within ten business days, subject to tax withholding.

When was the TreeHouse Foods merger with Industrial F&B entities completed?

The merger among TreeHouse Foods, Industrial F&B Investments II, Inc., and Industrial F&B Investments III, Inc. was consummated on February 11, 2026. That date is treated as the closing and effective time reference for the consideration and ownership changes described.

What happens to TreeHouse Foods common stock after the merger closes?

Each share of TreeHouse Foods common stock issued and outstanding immediately before the effective time was canceled and converted into the right to receive cash and a CVR. The shares themselves cease to exist as equity, replaced by the specified merger consideration rights.

What is JANA Partners Management’s ownership in TreeHouse Foods after the merger?

As of the close of business on the merger date, JANA Partners Management states it no longer may be deemed to beneficially own any shares of TreeHouse common stock or RSUs. Its aggregate beneficial ownership is reported as zero with a corresponding 0% of the class.

Were recent TreeHouse Foods (THS) share transactions disclosed around the merger?

Yes. The filing notes that information on transactions in TreeHouse common stock by the reporting person during the prior sixty days is set forth in Schedule A. All such trades were executed in the open market through various brokerage entities, in addition to the merger closing effects.