Landry Stephen Alan 4

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.