TreeHouse Foods completed a merger in which each share of common stock was converted into the right to receive $22.50 in cash, less taxes and withholding, plus one contractual contingent value right tied to certain coffee-business litigation proceeds.
Silver Point Capital, L.P., together with Edward A. Mule and Robert J. O’Shea, reports in this Schedule 13G that, as a result of the merger that made TreeHouse a wholly owned subsidiary of Industrial F&B Investments II, Inc., they now beneficially own 0% of the common stock.
Positive
None.
Negative
None.
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What does this Schedule 13G filing reveal about TreeHouse Foods (THS)?
The filing shows TreeHouse Foods completed a merger where each common share was converted into cash plus a contingent value right. It also confirms the reporting investors now hold 0% of the company’s common stock following the transaction.
What did TreeHouse Foods (THS) shareholders receive in the merger?
Each share was converted into $22.50 in cash plus a contingent value right. The right entitles holders to a portion of net proceeds, if any, from certain litigation related to part of TreeHouse’s coffee business.
Who are the reporting persons in this TreeHouse Foods (THS) Schedule 13G?
The reporting persons are Silver Point Capital, L.P., Edward A. Mule, and Robert J. O’Shea. They reported on shares held by two Silver Point funds that they managed or oversaw through related investment entities.
How much of TreeHouse Foods (THS) did Silver Point previously beneficially own?
Silver Point and the individuals reported owning 6.9% on February 9, 2026 and 10.7% on February 10, 2026. These percentages were based on 50,500,000 TreeHouse common shares outstanding as of October 31, 2025.
What is the current ownership of TreeHouse Foods (THS) by Silver Point and its principals?
The reporting persons now beneficially own no shares of TreeHouse Foods common stock. Their ownership fell to 0% after TreeHouse merged into a wholly owned subsidiary of Industrial F&B Investments II, Inc.
What is the contingent value right mentioned in the TreeHouse Foods (THS) merger?
The contingent value right gives holders a claim on part of certain litigation proceeds. Specifically, it covers a portion of net proceeds, if any, from litigation tied to part of TreeHouse’s coffee business.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TreeHouse Foods, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
89469A104
(CUSIP Number)
02/09/2026
(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
Silver Point Capital, 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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
89469A104
1
Names of Reporting Persons
Edward A. Mule
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
89469A104
1
Names of Reporting Persons
Robert J. O'Shea
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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 %
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, Illinois 60523
Item 2.
(a)
Name of person filing:
This Schedule 13G is being jointly filed by Silver Point Capital, L.P., a Delaware limited partnership ("Silver Point"), Mr. Edward A. Mule and Mr. Robert J. O'Shea (collectively, the "Reporting Persons") with respect to the beneficial ownership of the issuer's common stock held by Silver Point Capital Fund, L.P. and Silver Point Capital Offshore Master Fund, L.P. (collectively, the "Funds"). The Funds are managed by Silver Point or its wholly owned subsidiaries. Silver Point Capital Management, LLC ("Management") is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of the securities held by the Funds. Messrs. Edward A. Mule and Robert J. O'Shea are each a member of Management and each has voting and investment power with respect to the securities held by the Funds and may be deemed to be a beneficial owner of the securities held by the Funds.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2026, a copy of which is filed with this Schedule 13G, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is Two Greenwich Plaza, Suite 1 Greenwich, CT 06830.
(c)
Citizenship:
Silver Point is organized as a limited partnership under the laws of the State of Delaware. Both Mr. Mule and Mr. O'Shea are U.S. citizens.
(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:
The responses of the Reporting Persons to rows (5) through (11) of the cover pages to this Schedule 13G are incorporated herein by reference.
(b)
Percent of class:
The percentages provided herein are based upon 50,500,000 shares of the issuer's common stock outstanding as of October 31, 2025, as disclosed in the issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025. As of February 9, 2026, the Reporting Persons beneficially owned 6.9% of the issuer's common stock. As of February 10, the Reporting Persons beneficially owned 10.7% of the issuer's common stock. On February 11, 2026, pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of November 10, 2025, by and among TreeHouse Foods, Inc. (the "Issuer"), Industrial F&B Investments II, Inc. ("Parent"), and Industrial F&B Investments III, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock, par value $0.01 per share, that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive (i) $22.50 in cash, less applicable taxes and withholding and (ii) one contractual contingent value right, which represents the right to receive a portion of the net proceeds, if any, resulting from certain litigation relating to part of the Issuer's coffee business (clauses (i) and (ii) collectively, the "Merger Consideration"). As a result, as of the date of this filing, the Reporting Persons beneficially own no shares of the Issuer's common stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The responses of the Reporting Persons to rows (5) through (11) of the cover pages to this Schedule 13G are incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The responses of the Reporting Persons to rows (5) through (11) of the cover pages to this Schedule 13G are incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The responses of the Reporting Persons to rows (5) through (11) of the cover pages to this Schedule 13G are incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The responses of the Reporting Persons to rows (5) through (11) of the cover pages to this Schedule 13G are incorporated herein by reference.
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.
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.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
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.
Silver Point Capital, L.P.
Signature:
/s/ Steven Weiser
Name/Title:
Steven Weiser, Authorized Signatory
Date:
02/13/2026
Edward A. Mule
Signature:
/s/ Steven Weiser
Name/Title:
Steven Weiser, Attorney-in-fact
Date:
02/13/2026
Robert J. O'Shea
Signature:
/s/ Steven Weiser
Name/Title:
Steven Weiser, Attorney-in-fact
Date:
02/13/2026
Exhibit Information
Exhibit Index
Exhibit A Joint Filing Agreement dated February 13, 2026.
Exhibit B Power of Attorney of Edward A. Mule (incorporated here by reference to Exhibit B to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mule and Robert J. O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.).
Exhibit C Power of Attorney of Robert J. O'Shea (incorporated here by reference to Exhibit C to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mule and Robert J. O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.).
