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.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
TreeHouse Foods, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
89469A104
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
89469A104
1
Names of Reporting Persons
Sessa Capital (Master), L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
468,176.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
468,176.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
468,176.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.93 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
89469A104
1
Names of Reporting Persons
Sessa Capital GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
468,176.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
468,176.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
468,176.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.93 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
89469A104
1
Names of Reporting Persons
Sessa Capital IM, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
468,176.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
468,176.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
468,176.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.93 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
89469A104
1
Names of Reporting Persons
Sessa Capital IM GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
468,176.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
468,176.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
468,176.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.93 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
89469A104
1
Names of Reporting Persons
John Petry
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
468,176.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
468,176.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
468,176.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.93 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TreeHouse Foods, Inc.
(b)
Address of issuer's principal executive offices:
2021 Spring Road, Suite 600, Oak Brook IL, 60523
Item 2.
(a)
Name of person filing:
(i) Sessa Capital (Master), L.P.
(ii) Sessa Capital GP, LLC
(iii) Sessa Capital IM, L.P.
(iv) Sessa Capital IM GP, LLC
(v) John Petry
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
888 Seventh Avenue, 30th Floor, New York, NY 10019
(c)
Citizenship:
(i) Sessa Capital (Master), L.P. - a Cayman Islands exempted limited partnership
(ii) Sessa Capital GP, LLC - a Delaware limited liability company
(iii) Sessa Capital IM, L.P. - a Delaware limited partnership
(iv) Sessa Capital IM GP, LLC - a Delaware limited liability company
(v) John Petry - a United States citizen
(d)
Title of class of securities:
Common Stock, $0.01 par value
(e)
CUSIP No.:
89469A104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
(i) 468,176
(ii) 468,176
(iii) 468,176
(iv) 468,176
(v) 468,176
(b)
Percent of class:
(i) 0.93%
(ii) 0.93%
(iii) 0.93%
(iv) 0.93%
(v) 0.93%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(i) 0
(ii) 0
(iii) 0
(iv) 0
(v) 0
(ii) Shared power to vote or to direct the vote:
(i) 468,176
(ii) 468,176
(iii) 468,176
(iv) 468,176
(v) 468,176
(iii) Sole power to dispose or to direct the disposition of:
(i) 0
(ii) 0
(iii) 0
(iv) 0
(v) 0
(iv) Shared power to dispose or to direct the disposition of:
(i) 468,176
(ii) 468,176
(iii) 468,176
(iv) 468,176
(v) 468,176
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not Applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not Applicable.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not Applicable.
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not Applicable.
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
What stake does Sessa Capital report in TreeHouse Foods (THS)?
Sessa Capital and its related entities report beneficial ownership of 468,176 shares of TreeHouse Foods common stock, representing 0.93% of the outstanding class.
Which entities are reporting owners of TreeHouse Foods (THS) in this Schedule 13G/A?
The reporting persons are Sessa Capital (Master), L.P., Sessa Capital GP, LLC, Sessa Capital IM, L.P., Sessa Capital IM GP, LLC, and John Petry.
Is Sessa Capital’s position in TreeHouse Foods (THS) above or below 5%?
The filing states that the reporting persons beneficially own 0.93% of TreeHouse Foods’ common stock, which is below the 5% ownership threshold.
Does Sessa Capital have sole or shared voting power over TreeHouse Foods (THS) shares?
The reporting persons disclose 0 shares with sole voting power and 468,176 shares with shared voting power, matching the number of shares beneficially owned.
Is Sessa Capital seeking to influence control of TreeHouse Foods (THS)?
The certification states the securities were not acquired and are not held for the purpose or effect of changing or influencing control of TreeHouse Foods, indicating a passive investment intent.
Who signed the TreeHouse Foods (THS) Schedule 13G/A for the reporting persons?
The signatures section shows the filing was signed by John Petry, certifying that the information in the statement is true, complete, and correct.
