SPENCE JEAN E 4

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.