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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0000000000-00-000000 0001998597 XXXXXXXX LIVE 8 Common Stock, par value $0.01 per share 02/11/2026 false 0001320695 89469A104 TreeHouse Foods, Inc. 2021 SPRING ROAD SUITE 600 OAK BROOK IL 60523 Ele Klein & Adriana Schwartz 212-756-2000 McDermott Will & Schulte LLP 919 Third Avenue New York NY 10022 0001998597 N JANA Partners Management, LP AF N DE 0.00 0.00 0.00 0.00 0.00 N 0 IA PN Common Stock, par value $0.01 per share TreeHouse Foods, Inc. 2021 SPRING ROAD SUITE 600 OAK BROOK IL 60523 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 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(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. 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. 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. Item 5(e) is hereby amended and restated in its entirety as follows: February 11, 2026 JANA Partners Management, LP /s/ Jennifer Fanjiang Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer 02/11/2026