| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| JANA Partners Management, LP | Director, Other*, 10%+ Owner | 888 SEVENTH AVENUE, 24TH FLOOR, NEW YORK | /s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer | 11 Feb 2026 | 0001998597 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | THS | Common Stock, par value $0.01 per share ("Common Stock") | Disposed to Issuer | -3,862,116 | -100% | 0 | 11 Feb 2026 | See footnote | F1, F4 | ||
| transaction | THS | Common Stock | Options Exercise | +7,727 | 7,727 | 11 Feb 2026 | See footnote | F1, F2, F3, F4 | |||
| transaction | THS | Common Stock | Disposed to Issuer | -7,727 | -100% | 0 | 11 Feb 2026 | See footnote | F1, F2, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | THS | Restricted Stock Units | Options Exercise | -7,727 | -100% | 0 | 11 Feb 2026 | Common Stock | 7,727 | See footnote | F1, F3, F4 |
JANA Partners Management, LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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"). |
| F2 | 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. |
| F3 | 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. |
| F4 | 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. |
The Reporting Person may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that that Mr. Ostfeld, currently serves on the board of directors of the Issuer.