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TreeHouse Foods Inc.

02/10/2026 | Press release | Distributed by Public on 02/10/2026 20:45

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
JANA Partners Management, LP
2. Issuer Name and Ticker or Trading Symbol
TreeHouse Foods, Inc. [THS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
(See Remarks)
(Last) (First) (Middle)
888 SEVENTH AVENUE, 24TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026
(Street)
NEW YORK, NY 10106
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 02/10/2026 S(6) 1,959,221 D $24.48(1) 3,862,116 I See footnote(7)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Notional Derivative Agreements (obligation to buy) (2) 02/06/2026 J/K(2)(6) 133,790 (2) (2) Common Stock 133,790 (2) 474,950 I See footnote(7)
Notional Derivative Agreements (obligation to buy) (3) 02/06/2026 J/K(3)(6) 24,834 (3) (3) Common Stock 24,834 (3) 22,028 I See footnote(7)
Notional Derivative Agreements (obligation to buy) (4) 02/09/2026 J/K(4)(6) 474,950 (4) (4) Common Stock 474,950 (4) 0 I See footnote(7)
Notional Derivative Agreements (obligation to buy) (5) 02/09/2026 J/K(5)(6) 22,028 (5) (5) Common Stock 22,028 (5) 0 I See footnote(7)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JANA Partners Management, LP
888 SEVENTH AVENUE
24TH FLOOR
NEW YORK, NY 10106
X X (See Remarks)

Signatures

/s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer 02/10/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.44 to $24.52, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(2) Certain of the previously reported notional principal amount derivative agreements in the form of cash settled swaps that JANA (defined below) was a party to with an initial reference termination date of April 6, 2026 settled in accordance with their terms at a settlement price of $24.60.
(3) Certain of the previously reported notional principal amount derivative agreements in the form of cash settled swaps that JANA was a party to with an initial reference termination date of September 22, 2026 settled in accordance with their terms at a settlement price of $24.60.
(4) Certain of the previously reported notional principal amount derivative agreements in the form of cash settled swaps that JANA (defined below) was a party to with an initial reference termination date of April 6, 2026 settled in accordance with their terms at a settlement price of $24.47.
(5) Certain of the previously reported notional principal amount derivative agreements in the form of cash settled swaps that JANA was a party to with an initial reference termination date of September 22, 2026 settled in accordance with their terms at a settlement price of $24.47.
(6) The transactions reported herein were effected for the purpose of rebalancing the holdings of funds and accounts managed by JANA.
(7) 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.

Remarks:
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 Scott Ostfeld, a Partner of the Reporting Person, currently serves on the board of directors of the Issuer.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
TreeHouse Foods Inc. published this content on February 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 11, 2026 at 02:45 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]