WATERMAN KRISTY N. 4
4 · TreeHouse Foods, Inc. · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
TreeHouse (THS) EVP Kristy Waterman Converts/Sells Shares in Merger
What Happened
- Kristy N. Waterman, EVP, General Counsel and CHRO of TreeHouse Foods (THS), had multiple equity items converted and disposed to the issuer as part of TreeHouse’s merger effective Feb 11, 2026. The Form 4 shows exercises/conversions, a grant/award, and several dispositions to the issuer affecting the following recorded amounts: 32,324 shares (disposed), 34,040 shares (exercise/conversion then disposed), and 60,398 shares (award then disposed). In total, about 126,762 shares were converted/cancelled and replaced by the Merger Consideration.
- Under the Merger Agreement, each canceled share was converted into $22.50 in cash (less taxes/withholding) plus one contractual contingent value right (CVR) tied to certain litigation proceeds. At $22.50 per share, the cash component for ~126,762 shares is roughly $2.85 million before taxes/withholding.
Key Details
- Transaction date: 2026-02-11 (effective time of the merger).
- Consideration: $22.50 in cash per share, less applicable taxes/withholding, plus one CVR (per Merger Agreement footnote).
- Share totals reported: dispositions to issuer of 32,324; conversion/exercise and disposition involving 34,040; grant/award of 60,398 with subsequent disposition — aggregate ≈126,762 shares affected.
- Shares owned after transaction: TreeHouse common stock holdings were cancelled/converted under the merger (no remaining TreeHouse common shares reported; holder receives cash + CVR).
- Footnotes of note:
- RSUs vested and were converted into the Merger Consideration.
- PSUs were treated as vested at 130% of target for conversion into the Merger Consideration; any unvested portion was cancelled for no consideration.
- These transactions are merger-related dispositions to the issuer (not open-market sales).
- Filing timeliness: the report lists the transaction and report date as 2026-02-11; no late filing indicator was provided on the Form 4.
Context
- This was not a typical open-market sale; equity awards and shares were automatically converted/cancelled under the merger agreement and exchanged for the agreed Merger Consideration (cash + CVR). For derivative entries, the filings reflect exercises/conversions that were immediately extinguished in the merger rather than retained common stock.
Insider Transaction Report
Form 4Exit
WATERMAN KRISTY N.
EVP, General Counsel and CHRO
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-11−32,324→ 0 total - Exercise/Conversion
Common Stock
[F2][F1][F3]2026-02-11+34,040→ 34,040 total - Disposition to Issuer
Common Stock
[F2][F1][F3]2026-02-11−34,040→ 0 total - Award
Common Stock
[F1][F4]2026-02-11+60,398→ 60,398 total - Disposition to Issuer
Common Stock
[F1][F4]2026-02-11−60,398→ 0 total - Exercise/Conversion
Restricted Stock Unit
[F3][F1]2026-02-11−34,040→ 0 total→ Common Stock (34,040 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.
Signature
/s/ Kristy N. Waterman|2026-02-11