JANA Partners Management, LP 4

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.