|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
TreeHouse Foods, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
89469A104 (CUSIP Number) |
Ele Klein & Adriana Schwartz McDermott Will & Schulte LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/11/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. | 89469A104 |
| 1 |
Name of reporting person
JANA Partners Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
TreeHouse Foods, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2021 SPRING ROAD, SUITE 600, OAK BROOK,
ILLINOIS
, 60523. | |
Item 1 Comment:
This Amendment No. 8 ("Amendment No. 8") amends the statement on Schedule 13D filed with the SEC on February 10, 2021 (as amended from time to time, the "Schedule 13D") with respect to the Shares of the Issuer. This Amendment No. 8 amends Items 4 and 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 8 have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On February 11, 2026, the previously announced merger (the "Merger") among the Issuer and Industrial F&B Investments II, Inc. ("Parent") and Industrial F&B Investments III, Inc. ("Merger Sub") was consummated, upon which each share of Common Stock issued and outstanding immediately before the effective time of the Merger (the "Effective Time"), subject to certain exceptions, was canceled and converted into the right to receive (1) $22.50 in cash, plus (2) one CVR (as defined in the Merger Agreement), in each case, without interest and less applicable withholding taxes.
In addition, each RSU outstanding as of immediately prior to the Effective Time fully vested and was canceled in exchange for the right to receive (1) a cash payment in an amount equal to the product of the total number of shares of Common Stock underlying such RSU, multiplied by $22.50 and (2) one CVR for each share of Common Stock underlying such RSU, in each case, without interest and subject to any applicable tax withholding, and with respect to (1), to be paid within 10 business days after the Effective Time. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in its entirety as follows:
As of the close of business on the date hereof, the Reporting Person no longer may be deemed to beneficially own any shares of Common Stock or RSUs. | |
| (b) | Item 5(b) is hereby amended and restated in its entirety as follows:
As of the close of business on the date hereof, the Reporting Person no longer may be deemed to beneficially own any shares of Common Stock or RSUs. | |
| (c) | Item 5(c) is hereby amended and restated in its entirety as follows:
In addition the closing of the Merger described in Item 4, information concerning transactions in the shares of Common Stock effected by the Reporting Person during the past sixty (60) days is set forth in Schedule A hereto and is incorporated herein by reference. All of the transactions listed in Schedule A were effected in the open market through various brokerage entities. | |
| (e) | Item 5(e) is hereby amended and restated in its entirety as follows:
February 11, 2026 | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|