Philip Amit 4

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.