Massman Linda K 4
4 · TreeHouse Foods, Inc. · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
TreeHouse Foods (THS) Director Linda Massman Converts & Sells Shares
What Happened
Linda K. Massman, a director of TreeHouse Foods, had her outstanding common shares and vested restricted stock units (RSUs) converted and/or surrendered in connection with TreeHouse’s February 11, 2026 merger. The filing shows a disposition of 31,374 common shares and RSU-related transactions covering 7,727 units (conversion/exercise and disposition to the issuer). Under the merger terms each canceled share (and each RSU) converted into $22.50 in cash (less applicable taxes and withholding) plus one contractual contingent value right (CVR). Based on the cash component, the shares converted equal roughly $880,000 in gross proceeds before taxes/withholding.
Key Details
- Date of transactions: 2026-02-11 (effective time of the merger)
- Consideration: $22.50 cash per canceled share + one CVR per share (see footnote)
- Reported dispositions: 31,374 shares (common) and 7,727 RSU-related units (converted and surrendered)
- Approximate cash value (before taxes/withholding): (31,374 + 7,727) × $22.50 ≈ $879,772.50
- Filing type/transactions: dispositions to issuer (D) and exercises/conversions of derivatives (M) related to RSUs
- Shares owned after transaction: filing shows the shares/RSUs were canceled/converted under the merger (no remaining common shares reported)
- Footnotes: F1 describes the Merger Agreement and $22.50 cash + CVR Merger Consideration; F2–F3 explain vested RSUs converted into Merger Consideration; portions were surrendered to issuer (likely for tax withholding)
- Timeliness: Filing reflects the merger effective date (no late filing indicated)
Context
These transactions are merger-driven conversions/cancellations of common stock and vested RSUs, not open-market trades. The cash-and-CVR treatment was automatic under the Merger Agreement; the reported dispositions to the issuer appear to include shares surrendered (commonly for tax withholding). Such merger-driven conversions do not necessarily signal an insider view on the company’s future performance.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-11−31,374→ 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.