DeWitt Adam 4

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.