OAKLAND STEVEN 4

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.