JANA owns 5,829,064 THS shares; agrees to vote for merger

Rhea-AI Filing Summary

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.

Insights

Event-driven equities analyst

Neutral: JANA holds 11.5% and agrees to vote for the merger.

JANA Partners discloses a significant position—5,829,064 shares or 11.5%—in TreeHouse Foods. The filing adds a Voting Agreement under which JANA will vote in favor of the Issuer’s Merger Agreement announced on November 10, 2025.

The position was acquired for about $218.6 million via investment funds and margin accounts, and includes 7,727 RSUs assigned to JANA. JANA reports sole voting and dispositive power and no trades in the last 60 days. Actual shareholder outcomes depend on the merger’s terms and completion conditions referenced by the Issuer.

The filing signals voting support from a large holder, but does not change terms or consideration. Subsequent company disclosures would provide any closing timeline or definitive outcomes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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)

11/10/2025

(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 5,829,064.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,829,064.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,829,064.00

12

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

13

Percent of class represented by amount in Row (11)

11.5 %

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. 7 ("Amendment No. 7") 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. 7 amends Items 3, 4, 5, 6 and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 7 have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated in its entirety as follows: The 5,829,064 Shares reported herein by JANA were acquired at an aggregate purchase price of approximately $218.6 million. Such Shares were acquired with investment funds in accounts managed by JANA and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed by JANA in commingled margin accounts, which may extend margin credit to JANA from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: In connection with the execution of the Merger Agreement announced by the Issuer on November 10, 2025, which is attached as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on November 12, 2025 (the "Merger Agreement"), the Reporting Person entered into a Voting Agreement with Industrial F&B Investments II, Inc. and Industrial F&B Investments III, Inc. (the "Voting Agreement"). Under the Voting Agreement, the Reporting Person has agreed to vote its Shares in favor of the adoption of the Merger Agreement, subject to certain terms and conditions contained therein. The foregoing summary of the Voting Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to the full text of the Voting Agreement, which is attached as Exhibit 99.2 hereto.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a), is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 50.5 million Shares outstanding as of October 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 10 2025. As of the date hereof, JANA may be deemed to beneficially own 5,829,064 Shares, representing approximately 11.5% of the Shares outstanding. This includes 7,727 shares of restricted stock ("RSUs") granted to Mr. Ostfeld on April 24, 2025 for his service on the Board. Unless deferred, the RSUs vest and settle in stock or cash upon the earlier of the 12-month anniversary of the grant date or the Issuer's 2026 Annual Meeting. Under the terms of the Merger Agreement, as of the Effective Time (as defined in the Merger Agreement) of the merger, by virtue of the merger and without any further action on the part of a holder any RSUs or any of the parties to the Merger Agreement, each RSU that is then outstanding will be automatically canceled and converted into the right to receive: (i) a cash payment in an amount equal to the product of (x) the total number of Shares underlying any such RSUs as of immediately prior to the Effective Time, multiplied by (y) the Per Share Amount (as defined in the Merger Agreement) and (ii) one CVR (as defined in the Merger Agreement) for each Share underlying such RSUs outstanding as of immediately prior to the Effective Time, subject to certain conditions, adjustments and deductions as provided for in the Merger Agreement. Mr. Ostfeld 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 will be made to the Reporting Person.
(b)	Item 5(b) is hereby amended and restated in its entirety as follows: JANA has sole voting and dispositive power over 5,829,064 Shares, which power is exercised by the JANA Principal.
(c)	Item 5(c) is hereby amended and restated in its entirety as follows: There were no transactions in the Shares effected by the Reporting Person during the last sixty (60) days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Item 4 of this Amendment No. 7 is hereby incorporated into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.2: Voting Agreement

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:	11/13/2025

FAQ

What stake in TreeHouse Foods (THS) does JANA Partners report?

JANA reports beneficial ownership of 5,829,064 shares, representing 11.5% of TreeHouse Foods’ common stock.

What share count was used to calculate JANA’s ownership percentage in THS?

The percentage is based on 50.5 million shares outstanding as of October 31, 2025.

Did JANA enter into any agreements related to the THS merger?

Yes. JANA signed a Voting Agreement to vote its shares in favor of adopting the Issuer’s Merger Agreement announced on November 10, 2025.

How much did JANA pay to acquire its THS shares?

JANA states an aggregate purchase price of approximately $218.6 million for the reported shares.

Were there recent THS share transactions by JANA?

JANA reports no transactions in TreeHouse Foods shares during the last 60 days.

Does JANA have voting and dispositive power over its THS stake?

Yes. JANA reports sole voting and dispositive power over 5,829,064 shares.

Are RSUs included in JANA’s reported ownership of THS?

Yes. The stake includes 7,727 RSUs assigned to JANA from a director grant.