TreeHouse Foods, Inc.·4

Feb 10, 9:45 PM ET

JANA Partners Management, LP 4

4 · TreeHouse Foods, Inc. · Filed Feb 10, 2026

Research Summary

AI-generated summary of this filing

Updated

TreeHouse Foods (THS) JANA Partners Sells 1.96M Shares

What Happened

  • JANA Partners Management, LP (a 10% institutional owner) sold 1,959,221 shares of TreeHouse Foods (THS) in an open‑market transaction on 2026-02-10 at a weighted average price of $24.48, generating $47,961,730.
  • In addition, JANA reported dispositions of derivative positions (cash‑settled swaps) on 2026-02-06 and 2026-02-09 covering a total of 655,602 share equivalents (133,790; 24,834; 474,950; 22,028). Those swaps settled in accordance with their terms at settlement prices reported in the filing ($24.47–$24.60).

Key Details

  • Transaction dates and prices:
    • Open‑market sale: 1,959,221 shares on 2026-02-10 at weighted avg $24.48 (sales ranged $24.44–$24.52).
    • Derivative settlements: 133,790; 24,834; 474,950; and 22,028 share equivalents on 2026-02-06 and 2026-02-09, settled at $24.47 and $24.60 per share depending on the contract.
  • Shares owned after transaction: not disclosed in this Form 4.
  • Footnotes of note:
    • Price for the open‑market sale is a weighted average of multiple trades (range $24.44–$24.52).
    • The derivative entries were cash‑settled swaps that matured/settled per their terms.
    • JANA says the transactions were made to rebalance funds/accounts it manages.
    • JANA is an institutional money manager; the GP and founder disclaim beneficial ownership except for any pecuniary interest.
  • Filing timeliness: Form filed on 2026-02-10 and reports transactions through 2026-02-10; no late‑filing indication in the record.

Context

  • This filing reflects institutional rebalancing and derivative settlements rather than an executive personal trade. Cash‑settled swaps do not transfer underlying shares but settle for cash based on a reference price.
  • Sales are informational but do not on their own indicate company fundamentals; purchases typically attract more attention from retail investors.

Insider Transaction Report

Form 4
Period: 2026-02-06
JANA Partners Management, LP
Director10% OwnerOther
Transactions
  • Sale

    Common Stock, par value $0.01 per share

    [F6][F1][F7]
    2026-02-10$24.48/sh1,959,221$47,961,7303,862,116 total(indirect: See footnote)
  • OtherSwap

    Notional Derivative Agreements (obligation to buy)

    [F2][F6][F7]
    2026-02-06133,790474,950 total(indirect: See footnote)
    Common Stock (133,790 underlying)
  • OtherSwap

    Notional Derivative Agreements (obligation to buy)

    [F3][F6][F7]
    2026-02-0624,83422,028 total(indirect: See footnote)
    Common Stock (24,834 underlying)
  • OtherSwap

    Notional Derivative Agreements (obligation to buy)

    [F4][F6][F7]
    2026-02-09474,9500 total(indirect: See footnote)
    Common Stock (474,950 underlying)
  • OtherSwap

    Notional Derivative Agreements (obligation to buy)

    [F5][F6][F7]
    2026-02-0922,0280 total(indirect: See footnote)
    Common Stock (22,028 underlying)
Footnotes (7)
  • [F1]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.44 to $24.52, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  • [F2]Certain of the previously reported notional principal amount derivative agreements in the form of cash settled swaps that JANA (defined below) was a party to with an initial reference termination date of April 6, 2026 settled in accordance with their terms at a settlement price of $24.60.
  • [F3]Certain of the previously reported notional principal amount derivative agreements in the form of cash settled swaps that JANA was a party to with an initial reference termination date of September 22, 2026 settled in accordance with their terms at a settlement price of $24.60.
  • [F4]Certain of the previously reported notional principal amount derivative agreements in the form of cash settled swaps that JANA (defined below) was a party to with an initial reference termination date of April 6, 2026 settled in accordance with their terms at a settlement price of $24.47.
  • [F5]Certain of the previously reported notional principal amount derivative agreements in the form of cash settled swaps that JANA was a party to with an initial reference termination date of September 22, 2026 settled in accordance with their terms at a settlement price of $24.47.
  • [F6]The transactions reported herein were effected for the purpose of rebalancing the holdings of funds and accounts managed by JANA.
  • [F7]JANA Partners Management, LP ("JANA" or the "Reporting Person") is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. JANA Partners Management GP, LLC (the "GP") is the general partner of JANA. Barry Rosenstein is the Founder of the GP and JANA. Barry Rosenstein, JANA, and the GP disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein, if any.
Signature
/s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer|2026-02-10

Documents

1 file
  • 4
    ownership.xmlPrimary