OAKLAND STEVEN 4
4 · TreeHouse Foods, Inc. · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
TreeHouse (THS) CEO Steven Oakland Receives $22.5M in Merger Cash
What Happened
- Steven Oakland, CEO, President and a director of TreeHouse Foods (THS), had various shares, restricted stock units (RSUs), performance share units (PSUs) and derivative-based shares converted/cancelled in connection with the company’s merger. The filing shows an aggregate conversion/disposition of approximately 966,587 shares/units into the merger consideration.
- Under the Merger Agreement, each share/unit converted into $22.50 in cash (less applicable taxes and withholding) and one contractual contingent value right (CVR). At $22.50 per share, the cash portion equals roughly $21.75 million before taxes and withholdings.
Key Details
- Transaction date: 2026-02-11 (filing date/period of report: 2026-02-11).
- Merger cash price: $22.50 per share; each share/unit also converts into one CVR tied to certain litigation proceeds.
- Reported items: dispositions to issuer, exercises/conversions of derivatives, and grant/award conversions (RSUs/PSUs that vested and were converted).
- Shares/units involved (aggregate reported): ~966,587 (sum of dispositions and conversions reported on the Form 4).
- Shares owned after transaction: effectively converted/cancelled into merger consideration (no remaining common shares reported from these items).
- Notable footnotes: RSUs were vested and converted into merger consideration (F2/F3). PSUs were deemed vested at 130% of target for conversion (F4). The Merger Agreement governs the cash payment and CVR treatment (F1). Cash is subject to applicable taxes and withholding.
- Filing timeliness: filing date matches report period (no late filing indicated).
Context
- Several entries reflect exercising/converting derivative awards (options/PSUs) and immediate conversion/cancellation into the issuer’s merger consideration — functionally a cash-out at the merger price rather than a typical open-market sale.
- The CVR is a contingent claim that may provide additional proceeds in the future depending on litigation outcomes; it’s separate from the $22.50 cash paid at closing.
- These transactions are merger-driven corporate actions (not typical voluntary insider buying or selling) and therefore reflect the agreed exit consideration under the acquisition, not an independent trading signal.
Insider Transaction Report
Form 4Exit
OAKLAND STEVEN
DirectorCEO and President
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-11−369,521→ 0 total - Exercise/Conversion
Common Stock
[F2][F1][F3]2026-02-11+157,734→ 157,734 total - Disposition to Issuer
Common Stock
[F2][F1][F3]2026-02-11−157,734→ 0 total - Award
Common Stock
[F1][F4]2026-02-11+281,598→ 281,598 total - Disposition to Issuer
Common Stock
[F1][F4]2026-02-11−281,598→ 0 total - Exercise/Conversion
Restricted Stock Unit
[F3][F1]2026-02-11−157,734→ 0 total→ Common Stock (157,734 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. ("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.
- [F4]Pursuant to the Merger Agreement, each performance share unit ("PSU") with respect to TreeHouse common stock subject to performance-based vesting conditions that was outstanding as of immediately prior to the Effective Time became vested in the number of shares of TreeHouse common stock assuming that 130% of target level of performance had been achieved, and each such PSU was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding, and any unvested portion was automatically canceled for no consideration.
Signature
/s/ Kristy N. Waterman, by Power of Attorney|2026-02-11