Philip Amit 4
4 · TreeHouse Foods, Inc. · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
TreeHouse (THS) SVP Philip Amit Surrenders 101,790 Shares in Merger
What Happened
Philip Amit, Senior Vice President & Chief Strategy Officer of TreeHouse Foods (THS), had various awards and derivative-based holdings converted and disposed of in connection with the company’s merger effective Feb 11, 2026. The filing shows a total of 101,790 shares (sum of dispositions and conversions) were converted/cancelled and exchanged for the Merger Consideration: $22.50 in cash per share (less applicable taxes and withholding) plus one contingent value right (CVR) per share. That equals roughly $2.29 million in cash before taxes, plus the CVR exposure to certain litigation proceeds. Transactions reported include conversions/exercises of derivatives and the vesting/conversion of RSUs and PSUs followed by disposition to the issuer.
Key Details
- Transaction date: 2026-02-11 (filed same day) — timely filing.
- Reported items: dispositions to issuer (D), exercise/conversion of derivative (M), and grant/award conversions (A) reflecting RSU/PSU vesting and conversion.
- Share counts shown: 36,646; 17,261 (multiple entries); 30,622 — total 101,790 shares converted/cancelled.
- Price per share listed as N/A on Form 4 because the consideration is the merger payout: $22.50 cash/share (per Merger Agreement) plus one contractual CVR per share; total cash ≈ $2,290,275 before taxes and withholding.
- Shares owned after the transactions: 0 shares of TreeHouse common stock (common stock was canceled at the Effective Time); Amit retains the contractual CVRs where applicable.
- Footnotes: (F1–F4) explain the Merger Agreement treatment — outstanding common shares and RSUs/PSUs were converted into the Merger Consideration; RSUs vested and converted; PSUs were treated as vested at 130% of target and converted.
Context
These transactions are merger-driven: awards and derivative positions were vested/converted and then surrendered for the merger consideration (cash + CVR). That is different from an open-market sale or a discretionary purchase and typically reflects deal mechanics rather than a trading view on the stock. The “M” entries reflect exercise/conversion of derivative awards; the resulting shares were immediately converted/cancelled under the Merger Agreement.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-11−36,646→ 0 total - Exercise/Conversion
Common Stock
[F2][F1][F3]2026-02-11+17,261→ 17,261 total - Disposition to Issuer
Common Stock
[F2][F1][F3]2026-02-11−17,261→ 0 total - Award
Common Stock
[F1][F4]2026-02-11+30,622→ 30,622 total - Disposition to Issuer
Common Stock
[F1][F4]2026-02-11−30,622→ 0 total - Exercise/Conversion
Restricted Stock Unit
[F3][F1]2026-02-11−17,261→ 0 total→ Common Stock (17,261 underlying)
Footnotes (4)
- [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.
- [F4]Pursuant to the Merger Agreement, each performance share unit ("PSU") with respect to TreeHouse common stock subject to performance-based vesting conditions that was outstanding as of immediately prior to the Effective Time became vested in the number of shares of TreeHouse common stock assuming that 130% of target level of performance had been achieved, and each such PSU was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding, and any unvested portion was automatically canceled for no consideration.