TreeHouse Foods Files 8-K for Material Agreement

Treehouse Foods, Inc. 8-K Filing Summary
FieldDetail
CompanyTreehouse Foods, Inc.
Form Type8-K
Filed DateNov 12, 2025
Risk Levelmedium
Pages9
Reading Time11 min
Key Dollar Amounts$0.01, $22.50, $40,750,000, $81,500,000
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, filing

Related Tickers: THS

TL;DR

THS filed an 8-K for a new material agreement. Keep an eye on this.

AI Summary

TreeHouse Foods, Inc. filed an 8-K on November 12, 2025, reporting an entry into a material definitive agreement as of November 10, 2025. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Oak Brook, Illinois.

Why It Matters

This filing indicates a significant new agreement for TreeHouse Foods, which could impact its business operations, financial performance, and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Players & Entities

  • TreeHouse Foods, Inc. (company) — Registrant
  • November 10, 2025 (date) — Date of earliest event reported
  • November 12, 2025 (date) — Date of Report
  • Oak Brook, Illinois (location) — Principal Executive Offices

FAQ

What is the nature of the material definitive agreement entered into by TreeHouse Foods, Inc.?

The filing states that the report concerns the 'Entry into a Material Definitive Agreement' but does not provide specific details about the agreement itself within the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported was on November 10, 2025.

What is the Commission File Number for TreeHouse Foods, Inc.?

The Commission File Number for TreeHouse Foods, Inc. is 001-32504.

In which state is TreeHouse Foods, Inc. incorporated?

TreeHouse Foods, Inc. is incorporated in Delaware.

What is the business address of TreeHouse Foods, Inc.?

The business address is 2021 Spring Road, Suite 600, Oak Brook, IL 60523.

Filing Stats: 2,689 words · 11 min read · ~9 pages · Grade level 15.6 · Accepted 2025-11-12 07:05:42

Key Financial Figures

  • $0.01 — ange on which registered Common Stock, $0.01 par value THS New York Stock Exchange L
  • $22.50 — converted into the right to receive (i) $22.50 in cash, without interest and subject t
  • $40,750,000 — estindustrial a cash termination fee of $40,750,000. The Merger Agreement also provides tha
  • $81,500,000 — pay TreeHouse a cash termination fee of $81,500,000. Investindustrial has obtained debt a

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement On November 10, 2025, TreeHouse Foods, Inc., a Delaware corporation ("TreeHouse"), Industrial F&B Investments II, Inc., a Delaware corporation ("Investindustrial"), and Industrial F&B Investments III, Inc., a Delaware corporation and a wholly owned subsidiary of Investindustrial ("Merger Sub"), announced they had signed an Agreement and Plan of Merger, dated as of November 10, 2025 (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into TreeHouse, with TreeHouse continuing as the surviving corporation (the "Merger"). Upon consummation of the transactions contemplated by the Merger Agreement (such time, the "Effective Time"), each share of common stock, par value $0.01 per share, of TreeHouse ("TreeHouse Common Stock") issued and outstanding immediately prior to the Effective Time will be canceled and automatically converted into the right to receive (i) $22.50 in cash, without interest and subject to any applicable withholding taxes (the "Per Share Amount"), and (ii) one contractual contingent value right (the "CVR"), 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. Pursuant to the Merger Agreement, each TreeHouse stock option, restricted stock unit and performance share unit that is outstanding immediately prior to the Effective Time, to the extent unvested, will become vested effective immediately prior to, and contingent upon, the Effective Time (with the performance share units assuming that 130% of target level of performance has been achieved). As of the Effective Time, each TreeHouse stock option that is vested with an exercise price per share of TreeHouse Common Stock that is less than the Per Share Amount will be canceled and converted into the right to receive (i) a cash payment equal to the excess of the Per Share Amount over the per share exer

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains and TreeHouse's other filings and press releases may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be typically identified by such words as "may," "will," "should," "would," "expect," "anticipate," "plan," "likely," "believe," "estimate," "project," "intend," and other similar expressions among others. Although TreeHouse believes that the expectations reflected in any forward-looking statements are reasonable, they involve known and unknown risks and uncertainties, are not guarantees of future performance, and actual results, performance, or achievements may differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements and any or all of TreeHouse's forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward-looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, TreeHouse or its businesses or operations. Factors which could cause TreeHouse's actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors: the risk that the Merger does not close, due to the failure of one or more conditions to closing to be satisfied or waived; the risk that required governmental or TreeHouse's stockholder approvals of the Merger (including antitrust approvals) will not be obtained or that such approvals will be delayed beyond current expectations; litigation in respect of TreeHouse or the Merger; and disruption from the Merger making

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Exhibit Description 2.1 Agreement and Plan of Merger, dated as of November 10, 2025, among TreeHouse Foods, Inc., Industrial F&B Investments II, Inc., and Industrial F&B Investments III, Inc. * 10.1 Form of Contingent Value Rights Agreement, among TreeHouse Foods, Inc., Industrial F&B Investments II, Inc., members of the committee and a paying agent to be specified. 99.1 Press Release dated November 10, 2025, announcing the Merger Agreement. 99.2 CEO Message to Employees 99.3 Letter to Customers 99.4 Letter to Suppliers 99.5 Employee FAQs 104 Cover Page Interactive Data File (formatted as Inline XBRL) * The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. TreeHouse hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits, or any section thereof, to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TreeHouse Foods, Inc. Date: November 12, 2025 By: /s/ Kristy N. Waterman Kristy N. Waterman Executive Vice President, Chief Human Resources Officer, General Counsel, and Corporate Secretary

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