SPENCE JEAN E 4

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

AI-generated summary of this filing

Updated Feb 11, 2026

TreeHouse (THS) Director Jean E. Spence Converts 32,883 Shares in Merger

What Happened

Jean E. Spence, a director of TreeHouse Foods (THS), had company stock and vested restricted stock units (RSUs) converted as part of the Feb 11, 2026 merger. Specifically, 2,022 outstanding common shares and 30,861 vested RSUs were canceled/converted into the merger consideration. Under the merger terms each share was converted into $22.50 in cash (less taxes/withholding) plus one contractual contingent value right (CVR). The cash component for 32,883 shares is approximately $739,868 before taxes/withholding.

Key Details

Transaction date: 2026-02-11.
Reported Form 4 codes: M (exercise/conversion of derivative — RSUs) and D (disposition to issuer — cancellation in the merger).
Shares converted: 30,861 RSUs + 2,022 common shares = 32,883 total.
Cash consideration per share: $22.50 (per Merger Agreement); plus one CVR per share (right to contingent proceeds from certain litigation).
Shares owned after transaction: TreeHouse common shares were canceled at the effective time of the merger (no remaining public THS shares reported).
Filing timeliness: Reported on 2026-02-11 for the 2026-02-11 transaction (no late filing indicated).
Footnotes: RSUs vested immediately prior to the Effective Time and were automatically converted to the merger consideration; amounts shown as “N/A” on the Form 4 reflect conversion/cancellation rather than an open-market price.

Context

This was a corporate-merger conversion, not an open-market sale; RSUs vested and were converted into the agreed merger payout (cash + CVR). Such merger-driven conversions are routine outcomes of an acquisition and do not necessarily indicate the insider’s market view. Tax withholding reduces the actual cash received.

Form 4Exit

Period: 2026-02-11

Director

Transactions

Disposition to Issuer
Common Stock
[F1]
2026-02-11−2,022→ 0 total
Exercise/Conversion
Common Stock
[F2][F1][F3]
2026-02-11+30,861→ 30,861 total
Disposition to Issuer
Common Stock
[F2][F1][F3]
2026-02-11−30,861→ 0 total
Exercise/Conversion
Restricted Stock Unit
[F3][F1]
2026-02-11−30,861→ 0 total
→ Common Stock (30,861 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