JANA Partners Management, LP 4

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.