TreeHouse Foods, Inc.
11.50%
5,829,064
1320695
89469A104
Nov 9, 2025
Nov 13, 2025, 05:05 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| JANA Partners Management, LP | Investment Adviser | 11.50% | 5,829,064 | 5,829,064 | 0 |
Disclosure Items (6)
Common Stock, par value $0.01 per share
TreeHouse Foods, Inc.
2021 SPRING ROAD, OAK BROOK, IL, 60523
Item 3 is hereby amended and restated in its entirety as follows: The 5,829,064 Shares reported herein by JANA were acquired at an aggregate purchase price of approximately $218.6 million. Such Shares were acquired with investment funds in accounts managed by JANA and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed by JANA in commingled margin accounts, which may extend margin credit to JANA from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein.
Items 5(a), is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 50.5 million Shares outstanding as of October 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 10 2025. As of the date hereof, JANA may be deemed to beneficially own 5,829,064 Shares, representing approximately 11.5% of the Shares outstanding. This includes 7,727 shares of restricted stock ("RSUs") granted to Mr. Ostfeld on April 24, 2025 for his service on the Board. Unless deferred, the RSUs vest and settle in stock or cash upon the earlier of the 12-month anniversary of the grant date or the Issuer's 2026 Annual Meeting. Under the terms of the Merger Agreement, as of the Effective Time (as defined in the Merger Agreement) of the merger, by virtue of the merger and without any further action on the part of a holder any RSUs or any of the parties to the Merger Agreement, each RSU that is then outstanding will be automatically canceled and converted into the right to receive: (i) a cash payment in an amount equal to the product of (x) the total number of Shares underlying any such RSUs as of immediately prior to the Effective Time, multiplied by (y) the Per Share Amount (as defined in the Merger Agreement) and (ii) one CVR (as defined in the Merger Agreement) for each Share underlying such RSUs outstanding as of immediately prior to the Effective Time, subject to certain conditions, adjustments and deductions as provided for in the Merger Agreement. Mr. Ostfeld 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 will be made to the Reporting Person.
Item 5(b) is hereby amended and restated in its entirety as follows: JANA has sole voting and dispositive power over 5,829,064 Shares, which power is exercised by the JANA Principal.
Item 5(c) is hereby amended and restated in its entirety as follows: There were no transactions in the Shares effected by the Reporting Person during the last sixty (60) days.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Item 4 of this Amendment No. 7 is hereby incorporated into this Item 6.
Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.2: Voting Agreement