DeWitt Adam 4

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

AI-generated summary of this filing

Updated Feb 11, 2026

TreeHouse (THS) Director Adam DeWitt Sells 12,488 Shares in Merger

What Happened

Adam DeWitt, a director of TreeHouse Foods (THS), had a mix of outstanding common shares and vested restricted stock units (RSUs) converted and cancelled as part of the Feb 11, 2026 merger. The filing shows dispositions to the issuer and conversion/exercise of derivative awards that resulted from the merger.
Specifically, 4,761 shares of common stock and 7,727 RSUs (total 12,488 shares equivalent) were converted and cancelled. Under the merger agreement, each converted share is entitled to $22.50 in cash (less applicable taxes and withholding) plus one contractual contingent value right (CVR). The cash proceeds equal approximately $280,980 before taxes; DeWitt also received 12,488 CVRs.

Key Details

Transaction date: 2026-02-11 (reported on Form 4 filed 2026-02-11).
Reported transaction codes: M (exercise/conversion of derivative — RSUs) and D (disposition to issuer — cancellation in merger).
Price per share on conversion: N/A on the Form 4; Merger Consideration specifies $22.50 cash per share (plus one CVR per share), less applicable taxes/withholding.
Shares affected: 4,761 common shares + 7,727 RSUs = 12,488 total share equivalents.
Shares owned after transaction: effectively 0 common shares and 0 RSUs (all were converted/cancelled pursuant to the merger).
Footnotes: RSUs vested and were automatically cancelled/converted into the Merger Consideration under the Merger Agreement dated Nov 10, 2025.
Filing timeliness: Form filed the same date as the report period (2026-02-11), indicating a timely report.

Context

These were not open-market sales. The dispositions and derivative conversions reflect the corporate merger process (exchange of stock/RSUs for the agreed merger consideration), not a director-initiated sale indicating personal trading sentiment.
For retail investors: the meaningful item is the merger consideration — $22.50 cash per share plus potential upside via CVRs tied to litigation proceeds — rather than an insider "sell" for diversification or liquidity.

Form 4Exit

Period: 2026-02-11

Director

Transactions

Disposition to Issuer
Common Stock
[F1]
2026-02-11−4,761→ 0 total
Exercise/Conversion
Common Stock
[F2][F1][F3]
2026-02-11+7,727→ 7,727 total
Disposition to Issuer
Common Stock
[F2][F1][F3]
2026-02-11−7,727→ 0 total
Exercise/Conversion
Restricted Stock Unit
[F3][F1]
2026-02-11−7,727→ 0 total
→ Common Stock (7,727 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