TreeHouse Foods, Inc. 8-K

What Happened

• TreeHouse Foods, Inc. filed an 8‑K on January 5, 2026 reporting preliminary, unaudited estimates for the year and quarter ended December 31, 2025 and disclosing that it has provided information to prospective lenders in connection with a potential debt financing tied to the previously announced merger with Investindustrial affiliates (Agreement and Plan of Merger dated November 10, 2025).
• For the year ended December 31, 2025 TreeHouse provided ranges for Non‑GAAP metrics: Adjusted Net Sales of $3,375 million to $3,395 million, and Adjusted EBITDA from continuing operations of $350 million to $360 million. For the three months ended December 31, 2025, Adjusted Net Sales are estimated at $935 million to $955 million and Adjusted EBITDA at $127 million to $137 million.

Key Details

• Financial drivers cited for Q4 2025: Harris Tea acquisition, higher volumes as griddle and broth facilities normalized, stronger private‑label demand (griddle, broth, coffee), new business wins, and commodity‑related pricing; partially offset by margin management and softness in cookies and crackers.
• Management attributed Adjusted EBITDA improvement to normalized operations, procurement savings (including renegotiated supplier agreements), more stable inventory/commodity conditions, and disciplined SG&A and capital spending.
• TreeHouse said it cannot reasonably reconcile these Non‑GAAP preliminary estimates to the most comparable GAAP measures (and audited financials are not yet available) because of uncertainty around items like mark‑to‑market on derivatives and foreign currency remeasurement.
• On the merger: Merger Sub will merge into TreeHouse per the Nov 10, 2025 agreement; TreeHouse has shared additional (some non‑public) information with prospective lenders as part of evaluating potential debt financing to fund part of the merger — there is no assurance the merger or financing will occur.

Why It Matters

• The preliminary ranges give investors a near‑term view of TreeHouse’s operating performance: adjusted net sales around $3.38B and adjusted EBITDA around $350–360M for 2025 (unaudited, Non‑GAAP). These metrics suggest margin recovery versus prior supply‑disrupted quarters, per management commentary.
• The company’s disclosure that it’s seeking debt financing for the announced merger is material for shareholders because any refinancing or financing could affect TreeHouse’s capital structure and the prospects of completing the Merger — but the filing stresses there is no guarantee the transactions will be completed.
• Important caveats: figures are preliminary, unaudited, subject to change during close and audit procedures, and are Non‑GAAP estimates that TreeHouse says it cannot reconcile to GAAP without unreasonable effort. Investors should await the company’s final audited 2025 results for definitive numbers.