Tyler Jason J. 4
4 · TreeHouse Foods, Inc. · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
TreeHouse Foods (THS) Director Tyler Jason J. Converts/Sells 30,861 Shares
What Happened
Tyler Jason J., a director of TreeHouse Foods, had company stock and vested RSUs converted and surrendered in connection with TreeHouse’s merger into a private buyer. On 2026-02-11 the filing shows the disposition/cancellation of 8,192 common shares and the conversion/settlement of 22,669 restricted stock units (RSUs). Per the merger agreement, each share was converted into $22.50 in cash (less taxes/withholding) plus one contingent value right (CVR). The cash component for the combined 30,861-equivalent shares is approximately $694,373 before taxes/withholding; the CVRs may provide additional contingent proceeds.
Key Details
- Transaction date: 2026-02-11. Price reported via merger consideration: $22.50 per share (cash) + one CVR per share. Form reports N/A for trade price because conversion was merger-related.
- Items surrendered: 8,192 common shares; 22,669 RSUs (these RSUs vested and were converted into merger consideration per the merger agreement).
- Shares owned after transaction: effectively 0 shares of TreeHouse common stock (TreeHouse became a wholly owned subsidiary and outstanding common shares were canceled).
- Footnotes: F1 describes the Merger Agreement—each share cancelled for $22.50 cash + one CVR. F2/F3 explain the RSUs vested and were converted into the Merger Consideration.
- Filing timeliness: no late filing indicator shown.
Context
This was a merger-related cash-out and RSU settlement, not an open-market sale or a discretionary purchase; such conversions are routine in deal closings and do not by themselves signal insider conviction about future public-market performance. The CVR is contingent on future litigation proceeds related to part of TreeHouse’s coffee business and could provide additional payments depending on outcomes.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-11−8,192→ 0 total - Exercise/Conversion
Common Stock
[F2][F1][F3]2026-02-11+22,669→ 22,669 total - Disposition to Issuer
Common Stock
[F2][F1][F3]2026-02-11−22,669→ 0 total - Exercise/Conversion
Restricted Stock Unit
[F3][F1]2026-02-11−22,669→ 0 total→ Common Stock (22,669 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.