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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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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) |
11/10/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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| 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)
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| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,829,064.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| 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. 7 ("Amendment No. 7") 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. 7 amends Items 3, 4, 5, 6 and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 7 have the meanings set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
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. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
In connection with the execution of the Merger Agreement announced by the Issuer on November 10, 2025, which is attached as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on November 12, 2025 (the "Merger Agreement"), the Reporting Person entered into a Voting Agreement with Industrial F&B Investments II, Inc. and Industrial F&B Investments III, Inc. (the "Voting Agreement"). Under the Voting Agreement, the Reporting Person has agreed to vote its Shares in favor of the adoption of the Merger Agreement, subject to certain terms and conditions contained therein.
The foregoing summary of the Voting Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to the full text of the Voting Agreement, which is attached as Exhibit 99.2 hereto. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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. | |
| (b) | 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. | |
| (c) | 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. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
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. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 99.2: Voting Agreement | ||
| 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.
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