JANA Partners Management, LP 4
4 · TreeHouse Foods, Inc. · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
TreeHouse Foods (THS) — JANA Partners Sells 3.86M Shares in Merger
What Happened
- JANA Partners Management, LP (a 10% owner/institutional investor) disposed of 3,862,116 shares of TreeHouse Foods (THS) on Feb 11, 2026 as part of the completed merger. Each share was converted into $22.50 in cash (less applicable taxes/withholding) plus one contractual contingent value right (CVR) tied to certain litigation proceeds. That cash component amounts to roughly $86.9 million.
- In addition, JANA reported conversions/settlements of restricted stock units (RSUs) totaling 7,727 (reflected as derivative exercises/conversions and subsequent dispositions), which were similarly converted into the Merger Consideration. All outstanding common stock was cancelled at the merger Effective Time.
Key Details
- Transaction date: 2026-02-11 (Effective Time of the Merger).
- Price / consideration: $22.50 per common share in cash (plus one CVR per share). Total cash ~ $86.9M for the 3,862,116 shares.
- Shares disposed: 3,862,116 common shares; RSUs converted: 7,727 (reported via derivative exercise/conversion entries).
- Shares owned after transaction: no remaining common shares (outstanding common stock was cancelled and converted into merger consideration); JANA will hold any CVRs and cash proceeds.
- Important footnotes: (F1–F3) the transactions reflect the Merger Agreement that cancelled common stock and converted outstanding RSUs into the same Merger Consideration; (F4) JANA is an institutional manager and disclaims beneficial ownership except to the extent of any pecuniary interest. Mr. Scott Ostfeld assigned RSU settlement rights to JANA and serves on the TreeHouse board (reported deputization).
- Filing timeliness: report dated and filed for the same report date (timely).
Context
- This is institutional merger consideration (not an open-market sale) — shares were surrendered to the issuer under the merger terms in exchange for cash and a CVR. For retail investors, such dispositions reflect deal mechanics rather than a trading signal about near-term stock sentiment by an insider.
Insider Transaction Report
Form 4Exit
JANA Partners Management, LP
Director10% OwnerOther
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share ("Common Stock")
[F1][F4]2026-02-11−3,862,116→ 0 total(indirect: See footnote) - Exercise/Conversion
Common Stock
[F2][F1][F3][F4]2026-02-11+7,727→ 7,727 total(indirect: See footnote) - Disposition to Issuer
Common Stock
[F2][F1][F3][F4]2026-02-11−7,727→ 0 total(indirect: See footnote) - Exercise/Conversion
Restricted Stock Units
[F3][F1][F4]2026-02-11−7,727→ 0 total(indirect: See footnote)→ Common Stock (7,727 underlying)
Footnotes (4)
- [F1]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").
- [F2]Reflects vested restricted stock units ("RSUs") further described in footnote three below. Scott Ostfeld ("Mr. Ostfeld"), a Partner of the Reporting Person who currently serves on the board of directors of the Issuer, 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 was made to the Reporting Person.
- [F3]Each RSU represents a contingent right to receive one share of common stock of the Issuer. Pursuant to the Merger Agreement, each RSU that was outstanding as of immediately prior to the Effective Time became fully vested and was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding.
- [F4]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|2026-02-11