ODonnell Patrick M 4

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.