SCALZO JOSEPH 4

4 · TreeHouse Foods, Inc. · Filed Feb 11, 2026

AI-generated summary of this filing

Updated Feb 11, 2026

TreeHouse Foods Director Joseph Scalzo Sells Shares in Merger

What Happened

Joseph Scalzo, a director of TreeHouse Foods (THS), had a total of 29,485 shares converted/surrendered in connection with TreeHouse’s merger on 2026-02-11. Under the merger agreement each share was converted into $22.50 in cash (less applicable taxes/withholding) plus one contractual contingent value right; the cash portion totals roughly $663,412.50. The reported Form 4 shows a mix of derivative conversions (vested RSUs) and dispositions to the issuer rather than an open-market sale.

Key Details

Transaction date: 2026-02-11 (filing period of report: 2026-02-11).
Price / consideration: $22.50 per share in cash (per Merger Agreement), plus one contingent value right per share; cash paid less applicable taxes/withholding.
Shares involved: 14,031 shares disposed + 7,727 shares converted/surrendered + 7,727 shares converted/surrendered (total 29,485).
Shares owned after transaction: not specified in the filing.
Footnotes: F1 describes the Merger Agreement (shares cancelled and converted into cash + contingent value right); F2/F3 confirm vested RSUs were converted into the Merger Consideration.
Transaction codes: M = exercise/conversion of derivative (here, RSUs converting to merger consideration); D = disposition to issuer (shares surrendered/cancelled under the merger). No indication the filing was late.

Context

The transactions reflect merger mechanics (vested RSUs converted to merger consideration and resulting shares surrendered) rather than a discretionary market sale or purchase. Such conversions/surrenders are routine in corporate buyouts and do not by themselves indicate insider sentiment about the stock's future performance.

Form 4Exit

Period: 2026-02-11

Director

Transactions

Disposition to Issuer
Common Stock
[F1]
2026-02-11−14,031→ 0 total
Exercise/Conversion
Common Stock
[F2][F1][F3]
2026-02-11+7,727→ 7,727 total
Disposition to Issuer
Common Stock
[F2][F1][F3]
2026-02-11−7,727→ 0 total
Exercise/Conversion
Restricted Stock Unit
[F3][F1]
2026-02-11−7,727→ 0 total
→ Common Stock (7,727 underlying)

Footnotes (3)

[F1]Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of November 10, 2025, by and among TreeHouse Foods, Inc. ("TreeHouse"), Industrial F&B Investments II, Inc. ("Parent"), and Industrial F&B Investments III, Inc. ("Merger Sub"), Merger Sub merged with and into TreeHouse, with TreeHouse 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 TreeHouse'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 TreeHouse's coffee business (clauses (i) and (ii) collectively, the "Merger Consideration").
[F2]Reflects vested restricted stock units ("RSUs") further described in footnote three below.
[F3]Each RSU represents a contingent right to receive one share of common stock of TreeHouse. 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.

Signature

/s/ Kristy N. Waterman, by Power of Attorney|2026-02-11

1 file