JANA exits TreeHouse Foods (THS) stake in merger-related Form 4
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
JANA Partners Management, LP, an indirect 10% owner and director-by-deputization of TreeHouse Foods, Inc., reported merger-related changes in its holdings. On 02/11/2026, 3,862,116 shares of common stock were disposed of to the issuer in connection with the completion of a merger.
Under the merger agreement, each TreeHouse common share was converted into the right to receive $22.50 in cash, less taxes and withholding, plus one contingent value right tied to potential proceeds from litigation relating to part of the coffee business. In addition, 7,727 restricted stock units held for JANA fully vested, were converted into common stock, and then into the same merger consideration, leaving no derivative or non-derivative shares reported as beneficially owned after these transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary
7,727 shares exercised/converted
Mixed
4 txns
Insider
JANA Partners Management, LP
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 7,727 | $0.00 | -- |
| Disposition | Common Stock, par value $0.01 per share ("Common Stock") | 3,862,116 | $0.00 | -- |
| Exercise | Common Stock | 7,727 | $0.00 | -- |
| Disposition | Common Stock | 7,727 | $0.00 | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Indirect, See footnote);
Common Stock, par value $0.01 per share ("Common Stock") — 0 shares (Indirect, See footnote);
Common Stock — 7,727 shares (Indirect, See footnote)
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of November 10, 2025, by and among TreeHouse Foods, Inc. (the "Issuer"), Industrial F&B Investments II, Inc. ("Parent"), and Industrial F&B Investments III, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer 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 the Issuer'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 the Issuer's coffee business (clauses (i) and (ii) collectively, the "Merger Consideration"). Reflects vested restricted stock units ("RSUs") further described in footnote three below. Scott Ostfeld ("Mr. Ostfeld"), a Partner of the Reporting Person who currently serves on the board of directors of the Issuer, has assigned all rights to any shares issuable pursuant to the grant to the Reporting Person. Pursuant to the assignment, settlement of the award on vesting was made to the Reporting Person. Each RSU represents a contingent right to receive one share of common stock of the Issuer. 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. JANA Partners Management, LP ("JANA" or the "Reporting Person") is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. JANA Partners Management GP, LLC (the "GP") is the general partner of JANA. Barry Rosenstein is the Founder of the GP and JANA. Barry Rosenstein, JANA, and the GP disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein, if any.
FAQ
What insider activity did JANA Partners report at TreeHouse Foods (THS)?
JANA Partners Management, LP reported disposing of 3,862,116 TreeHouse Foods common shares to the issuer in a merger. It also reported 7,727 restricted stock units vesting, converting into common stock, and then into the same merger consideration, leaving no shares reported afterward.
How were JANA’s restricted stock units in TreeHouse Foods (THS) treated?
Each restricted stock unit represented a right to one TreeHouse common share. At the merger’s effective time, JANA’s 7,727 units became fully vested, converted into common stock, and were automatically canceled in exchange for the same cash and contingent value right merger consideration.
Why is JANA Partners considered a director and 10% owner of TreeHouse Foods (THS)?
JANA Partners Management, LP is shown as a 10% owner and may be deemed a director by deputization. This is because partner Scott Ostfeld serves on TreeHouse Foods’ board and assigned rights from his equity grant to JANA, which manages accounts holding the reported securities.
What role did the merger play in JANA’s TreeHouse Foods (THS) disposition?
The disposition directly resulted from TreeHouse Foods’ merger with a parent entity. At the merger’s effective time, all outstanding common shares and restricted stock units were automatically canceled and converted into the cash and contingent value right merger consideration, eliminating JANA’s reported holdings.