Massman Linda K 4

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.