SCALZO JOSEPH 4

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.