WATERMAN KRISTY N. 4

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.