Rahman Jill A 4

What Happened
Jill A. Rahman, a director of TreeHouse Foods, reported that on Feb 11, 2026 she had shares and vested restricted stock units (RSUs) converted and surrendered in connection with TreeHouse’s merger. The filing shows dispositions to the issuer of 19,367 shares and 7,727 shares (from converted RSUs/derivatives), for a total of about 27,094 shares. Under the merger agreement each TreeHouse common share was converted into $22.50 in cash (less applicable taxes and withholding) plus one contractual contingent value right (CVR). The cash value of ~27,094 shares at $22.50/share is approximately $609,615 before taxes and withholdings; the filing lists prices as N/A because the shares were canceled/converted under the merger, not sold on the open market.

Key Details

• Transaction date: 2026-02-11 (Effective time of the merger)
• Per-share consideration: $22.50 in cash plus one CVR (see footnote F1); payment is subject to taxes/withholding.
• Reported transactions include dispositions to issuer (code D) and exercise/conversion of derivatives/RSUs (code M); RSUs vested and converted per the merger (footnotes F2–F3).
• Approximate cash consideration: 27,094 shares × $22.50 ≈ $609,615 (gross).
• Shares owned after transaction: common shares were canceled at the Effective Time (i.e., effectively 0 shares of TreeHouse common stock outstanding for the insider); the insider may retain CVRs as described in the merger agreement.
• Filing appears to be a standard merger-related report (no late-filing indication).

Context

• The M (exercise/conversion) entries reflect conversion of RSUs/derivative rights into the merger consideration; the subsequent D (disposition to issuer) entries reflect surrender/cancellation to receive the merger consideration. This is a routine outcome of an acquisition—not an open-market sale or a speculative trade.
• The CVR could provide additional future proceeds if certain litigation outcomes produce recoveries; that right is separate from the $22.50 cash payment.
• These entries are informational about how insider equity was settled in the transaction and do not, by themselves, indicate insider sentiment about the combined company.