JEAN E. SPENCE - 11 Feb 2026 Form 4 Insider Report for TreeHouse Foods, Inc. (THS)

Role
Director
Signature
/s/ Kristy N. Waterman, by Power of Attorney
Issuer symbol
THS
Transactions as of
11 Feb 2026
Net transactions value
$0
Form type
4
Filing time
11 Feb 2026, 16:29:01 UTC
Previous filing
28 Apr 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
SPENCE JEAN E Director 2021 SPRING ROAD, SUITE 600, OAK BROOK /s/ Kristy N. Waterman, by Power of Attorney 11 Feb 2026 0001276766

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction THS Common Stock Disposed to Issuer -2,022 -100% 0 11 Feb 2026 Direct F1
transaction THS Common Stock Options Exercise +30,861 30,861 11 Feb 2026 Direct F1, F2, F3
transaction THS Common Stock Disposed to Issuer -30,861 -100% 0 11 Feb 2026 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction THS Restricted Stock Unit Options Exercise -30,861 -100% 0 11 Feb 2026 Common Stock 30,861 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

JEAN E. SPENCE is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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. ("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").
F2 Reflects vested restricted stock units ("RSUs") further described in footnote three below.
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.