ODonnell Patrick M 4
4 · TreeHouse Foods, Inc. · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
TreeHouse (THS) CFO Patrick O'Donnell Disposes 106,610 Shares in Merger
What Happened
- Patrick M. O'Donnell, CFO of TreeHouse Foods (THS), had a series of equity transactions on Feb 11, 2026 tied to the company’s merger. In total, 106,610 shares (from vested RSUs, exercised options and other shares) were disposed to the issuer as part of the merger.
- Under the merger agreement, each canceled share converted into $22.50 in cash (less taxes/withholding) plus one contractual contingent value right (CVR). The cash value of the converted shares is approximately $2,398,725 (106,610 × $22.50). Prices in the Form 4 are listed as N/A because the conversions occurred under the merger terms.
Key Details
- Transaction date: 2026-02-11 (filing accession 0001808900-26-000002).
- Total shares disposed to issuer: 106,610 (components shown on the Form 4: 24,511 D; 17,807 exercised/converted and disposed; 46,485 RSU grant converted and disposed; additional 17,807 derivative disposition).
- Consideration: $22.50 per share in cash plus one CVR per share (per Merger Agreement); estimated cash ~ $2.40M before taxes/withholding.
- Post-transaction common shares: The Form 4 reflects shares were canceled/converted under the merger; common shares were effectively surrendered in exchange for the merger consideration.
- Notable footnotes: F1 explains the Merger Agreement (cash + CVR); F2–F4 explain that vested RSUs converted into merger consideration and PSUs were vested at 130% of target and converted per the agreement.
- Timeliness: Reported with period and filing date both 2026-02-11 — no late filing indicated.
Context
- These were not open-market sales; they are automatic conversions/dispositions to the issuer under the merger terms. That means shares and vested awards were canceled and exchanged for the merger consideration rather than indicating a voluntary sell decision.
- For the option/derivative activity: the filing shows exercises/conversions of derivative awards and immediate disposition/cancellation into the merger consideration (i.e., exercised and converted/surrendered rather than held).
- The CVR may provide additional future proceeds depending on litigation outcomes described in the Merger Agreement; that value is uncertain and not included in the cash estimate above.
If you want, I can break down the line-by-line transactions and show how the 106,610 total was derived from the individual entries.
Insider Transaction Report
Form 4Exit
ODonnell Patrick M
EVP, Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-11−24,511→ 0 total - Exercise/Conversion
Common Stock
[F2][F1][F3]2026-02-11+17,807→ 17,807 total - Disposition to Issuer
Common Stock
[F2][F1][F3]2026-02-11−17,807→ 0 total - Award
Common Stock
[F1][F4]2026-02-11+46,485→ 46,485 total - Disposition to Issuer
Common Stock
[F1][F4]2026-02-11−46,485→ 0 total - Exercise/Conversion
Restricted Stock Unit
[F3][F1]2026-02-11−17,807→ 0 total→ Common Stock (17,807 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, by Power of Attorney|2026-02-11