Landry Stephen Alan 4
4 · TreeHouse Foods, Inc. · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
TreeHouse (THS) SVP Stephen Landry Receives Merger Consideration
What Happened
Stephen Alan Landry, SVP and Chief Operations Officer of TreeHouse Foods (THS), had equity awards converted and settled in connection with TreeHouse’s merger. A total of 41,257 award shares (19,593 + 21,664) were converted/cancelled and treated as Merger Consideration: $22.50 in cash per share (less taxes and withholding) plus one contingent value right (CVR) per share. The cash value of the converted shares is roughly $928,283 (41,257 × $22.50), subject to applicable withholding; portions were disposed to the issuer (likely to satisfy tax withholding).
Key Details
- Transaction date reported: 2026-02-11 (Form 4 filing date). Price per share: $22.50 cash per Merger Agreement (cash amount shown as Merger Consideration; Form 4 shows N/A for market price).
- Shares converted/disposed: 21,664 RSU-related shares and 19,593 PSU/derivative-related shares — total 41,257 shares.
- Consideration received: ~ $928,283 in cash (before withholding) plus one contractual contingent value right (CVR) per share for potential additional proceeds from specified litigation.
- Footnotes: F2 describes the Merger (shares canceled and converted to $22.50 cash + CVR); F3 explains RSUs vested and converted; F4 explains PSUs were treated as vested at 130% of target and converted.
- Ownership after transaction: the awards were canceled and converted under the Merger Agreement (common shares were canceled at the Effective Time).
- Filing timeliness: reported on 2026-02-11; Form 4 does not indicate a late filing in the data provided.
Context
These were not open-market buys or discretionary sales. The transactions reflect the contractual conversion/settlement of RSUs/PSUs in connection with TreeHouse’s sale — including immediate dispositions to the issuer (typical for cash settlement and tax withholding). The CVR may provide additional future proceeds depending on litigation outcomes; this filing documents the merger cash-and-CVR settlement rather than a voluntary insider sale.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1][F2][F3]2026-02-11+19,593→ 19,593 total - Disposition to Issuer
Common Stock
[F1][F2][F3]2026-02-11−19,593→ 0 total - Award
Common Stock
[F2][F4]2026-02-11+21,664→ 21,664 total - Disposition to Issuer
Common Stock
[F2][F4]2026-02-11−21,664→ 0 total - Exercise/Conversion
Restricted Stock Unit
[F3][F2]2026-02-11−19,593→ 0 total→ Common Stock (19,593 underlying)
Footnotes (4)
- [F1]Reflects vested restricted stock units ("RSUs") further described in footnote three below.
- [F2]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").
- [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.