Check the appropriate box:

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[•]

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of TreeHouse Foods, Inc., which we refer to as “TreeHouse Foods” or the “Company,” to be held virtually on [•], at [•] (CT), unless the special meeting is adjourned or postponed. Stockholders of TreeHouse Foods will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/THS2026SM and using the control number contained in their proxy card. You will not be able to attend the special meeting physically in person. For purposes of attendance at the special meeting, all references in this proxy statement to “present” will mean virtually present at the special meeting.

At the special meeting, you will be asked to consider and vote upon proposals to (1) adopt the Agreement and Plan of Merger, dated as of November 10, 2025 (as it may be amended from time to time), which we refer to as the “Merger Agreement,” among Industrial F&B Investments II, Inc., which we refer to as “Parent,” Industrial F&B Investments III, Inc., which we refer to as “Merger Sub” and which is a direct wholly owned subsidiary of Parent, and TreeHouse Foods, pursuant to which Merger Sub will merge with and into TreeHouse Foods (which we refer to as the “Merger”) with TreeHouse Foods surviving as a direct wholly owned subsidiary of Parent, (2) approve, on a non-binding, advisory basis, specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger and contemplated by the Merger Agreement and (3) adjourn or postpone the special meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement.

If the Merger is completed, you will be entitled to receive (1) $22.50 in cash and (2) one contractual contingent value right, which we refer to as a “CVR,” in each case, without interest and less applicable withholding taxes, for each share of TreeHouse Foods common stock you own at the effective time of the Merger (unless you have properly and validly exercised and not withdrawn your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware with respect to such shares). While no guaranty can be given that any proceeds will be received, each CVR will provide a holder with an opportunity to receive a portion of the net proceeds, if any, from claims arising out of the Company’s ongoing litigation against Keurig Dr Pepper Inc.’s wholly owned subsidiary, Keurig Green Mountain, Inc.

The TreeHouse Foods board of directors, after considering the factors more fully described in the enclosed proxy statement, unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of TreeHouse Foods and its stockholders, and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement.

The TreeHouse Foods board of directors unanimously recommends that you vote (1) “FOR” the proposal to adopt the Merger Agreement, (2) “FOR” the proposal to approve, by non-binding, advisory vote, specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger and contemplated by the Merger Agreement and (3) “FOR” the proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement.

The enclosed proxy statement provides detailed information about the special meeting, the Merger Agreement, the Merger and the contractual contingent value rights. A copy of the Merger Agreement is attached as Annex A to the proxy statement and the form of contingent value rights agreement (which we refer to as “Form of CVR Agreement”) is attached as Annex B to the proxy statement. The proxy statement also describes the actions and

determinations of the TreeHouse Foods board of directors in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the proxy statement and its annexes, including the Merger Agreement and the Form of CVR Agreement, carefully and in their entirety as they contain important information. You may also obtain more information about TreeHouse Foods from documents we file with the Securities and Exchange Commission from time to time.

Whether or not you plan to attend the special meeting, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone. If you attend and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you will receive from your broker, bank or other nominee.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of a majority of the voting power of the shares of TreeHouse Foods common stock outstanding as of the close of business on the record date and entitled to vote thereon. The failure of any stockholder to vote by ballot at the special meeting, to submit a signed proxy card or to grant a proxy electronically over the internet or by telephone will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

If you have any questions or need assistance voting your shares of TreeHouse Foods common stock, please contact Alliance Advisors, LLC, our proxy solicitor, by calling (855) 206-1716.

Thank you for your support of TreeHouse Foods.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [•] and, together with the enclosed form of proxy card, is first being mailed to stockholders of TreeHouse Foods on or about [•].

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of TreeHouse Foods, Inc., which we refer to as “TreeHouse Foods” or the “Company,” is to be held on [•], at [•] (CT), at www.virtualshareholdermeeting.com/THS2026SM, to consider and vote upon the following proposals:

Your vote is very important. We cannot consummate the Merger unless the Merger Proposal receives the affirmative vote of a majority of the voting power of the shares of our common stock outstanding as of the close of business on the record date and entitled to vote thereon.

Even if you plan to attend the special meeting, we request that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy or voting instructions by telephone or the internet prior to the special meeting to ensure that your shares of TreeHouse Foods common stock will be represented and voted at the special meeting if you are unable to attend.

For the Company to complete the Merger, Company stockholders holding a majority of the voting power of the shares of TreeHouse Foods common stock outstanding as of the close of business on the record date and entitled to vote thereon must vote “FOR” the Merger Proposal. A failure to vote your shares of TreeHouse Foods common stock or an abstention from voting will have the same effect as a vote “AGAINST” the Merger Proposal.

For more information concerning the special meeting, the Merger Agreement and the Merger, please review the accompanying proxy statement, the copy of the Merger Agreement attached as Annex A thereto and the form of contingent value rights agreement attached as Annex B thereto.

The approval, on a non-binding, advisory basis, of the Compensation Proposal requires the affirmative vote of stockholders holding a majority of the voting power of TreeHouse Foods common stock, present or represented by proxy at the special meeting and voting affirmatively or negatively on such matter. Abstentions will have no effect on the outcome of the Compensation Proposal.

The affirmative vote of stockholders holding a majority of the voting power of TreeHouse Foods common stock, present or represented by proxy at the special meeting and entitled to vote thereon, whether or not a quorum is present, is required to approve the Adjournment Proposal. An abstention from voting will have the same effect as a vote “AGAINST” the Adjournment Proposal.

Only stockholders of record as of the close of business on [•] are entitled to notice of the special meeting and to vote at the special meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the special meeting will be available in our offices located at 2021 Spring Road, Suite 600, Oak Brook, Illinois 60523, during regular business hours for a period of at least ten days before the special meeting and at the place of the special meeting during the meeting.

[•]

Oakbrook, Illinois

This Proxy Statement is dated [•] and, together with the enclosed form of Proxy Card, is first being sent to stockholders

on or about [•].

The following questions and answers are intended to address briefly some commonly asked questions regarding the special meeting, the Merger Agreement and the transactions contemplated thereby. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the “Summary” preceding this section and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, all of which you should read carefully.

The CVRs do not represent an equity or ownership interest in TreeHouse Foods, Parent, any constituent party to the Merger or any of their affiliates. The CVRs will not be evidenced by a certificate or other instrument, and they will not be securities. The CVRs will not be transferable except in very limited circumstances. A rights agent will keep a register for the purpose of recording the CVRs and permitted transfers thereof.

Subject to the terms and conditions of the Form of CVR Agreement, holders of CVRs will be entitled to an amount of cash (if positive) equal to 85% of the aggregate of (1) the litigation proceeds actually recovered or received by TreeHouse Foods or any if its affiliates in connection with the KGM Litigation, (2) minus certain tax costs, (3) minus certain claims expenses and (4) minus certain additional contingent fees that may be paid by TreeHouse Foods to its legal counsel and advisors. Notwithstanding the foregoing, TreeHouse Foods (as then owned by Parent) will be entitled to the remaining 15% of such resulting amount.

The pro rata share of each CVR payment amount due to each holder will be determined by dividing the total CVR payment amount by the sum of (1) the total number of CVRs outstanding on the CVR payment date and (2) the total number of CVRs, if any, acquired by TreeHouse Foods or its affiliates for consideration from the holders. No CVRs abandoned by the holders, if any, will be taken into account for purposes of this determination.

For more information regarding the CVRs, see the section entitled “Form of Contingent Value Rights Agreement” beginning on page 83.

For information regarding payments (if any) in respect of CVRs, see the section entitled “Form of Contingent Value Rights Agreement — Calculation of Payments.”

each Company PSU that is outstanding immediately prior to the Effective Time, to the extent unvested, will become fully vested effective immediately prior to, and contingent upon, the Effective Time, in the number of shares of TreeHouse Foods common stock subject to the Company PSU assuming that 130% of target level of performance has been achieved (as determined pursuant to the terms of the applicable grant agreement and in each case, subject to pro-ration with respect to holders of Company PSUs that experienced certain terminations of employment prior to the Effective Time (to the extent provided under the applicable grant agreement)), and such vested portion of the Company PSUs will be canceled and converted into the right to receive (1) a cash payment in an amount equal to the product of the number of shares of TreeHouse Foods common stock

underlying such Company PSU, multiplied by $22.50 and (2) one CVR for each share of TreeHouse Foods common stock underlying such Company PSU, 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. Any unvested portion of the Company PSUs will be canceled without any cash payment or other consideration at the Effective Time.

For information regarding the treatment of the Company’s outstanding equity awards, see the section entitled “The Merger Agreement — Treatment of Company Equity Awards” beginning on page 63.

For a discussion of the factors that the Board considered in determining to recommend the adoption of the Merger Agreement, please see the section entitled “The Merger (Proposal 1) — Recommendation of the TreeHouse Foods Board of Directors and Reasons for the Merger.” In addition, in considering the recommendation of the Board with respect to the Merger Agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Company stockholders generally. For a discussion of these interests, please see the section entitled “The Merger (Proposal 1) — Interests of the Company’s Directors and Executive Officers in the Merger.”

As of the close of business on the Record Date, there were [•] shares of TreeHouse Foods common stock issued and outstanding.

record, any shares of TreeHouse Foods common stock held in “street name” will not be combined for voting purposes with shares of TreeHouse Foods common stock you hold of record. Similarly, if you own shares of TreeHouse Foods common stock in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card or vote separately by telephone or internet with respect to those shares of TreeHouse Foods common stock because they are held in a different form of record ownership. Shares of TreeHouse Foods common stock held by a corporation or business entity must be voted by an authorized officer of the entity. Shares of TreeHouse Foods common stock held in an individual retirement account must be voted under the rules governing such account.

If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the special meeting.

If your shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

The approval, on a non-binding, advisory basis, of the Compensation Proposal requires the affirmative vote of stockholders holding a majority of the voting power of TreeHouse Foods common stock, present or represented by proxy at the special meeting and voting affirmatively or negatively on such matter. Abstentions will have no effect on the outcome of the Compensation Proposal.

The affirmative vote of stockholders holding a majority of the voting power of TreeHouse Foods common stock, present or represented by proxy at the special meeting and entitled to vote thereon, whether or not a quorum is present, is required to approve the Adjournment Proposal. An abstention from voting will have the same effect as a vote “AGAINST” the Adjournment Proposal.

Parent has entered into the Voting Agreement with JANA, who beneficially owned, as of the Record Date, [•] shares of TreeHouse Foods common stock, or approximately [•]% of the shares of TreeHouse Foods common stock issued and outstanding on that date.

Pursuant to the Voting Agreement, JANA has agreed, among other things, to vote its shares of TreeHouse Foods common stock at the special meeting in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement, the transactions contemplated therein, and the terms thereof.

Please note that simply attending the special meeting will not cause your previously granted proxy to be revoked. Shares held in “street name” may be voted by you at the special meeting only if you obtain a signed “legal proxy” from the stockholder of record giving you the right to vote the shares.

The Record Date for stockholders entitled to vote at the special meeting is earlier than the consummation of the Merger. If you transfer your shares of TreeHouse Foods common stock after the Record Date but before completion of the Merger, you will have the right to vote at the special meeting although you will have transferred your right to receive the Merger Consideration in the Merger.

Alliance Advisors, LLC

150 Clove Road, Suite 400

Little Falls, NJ 07424

 

or

 

TreeHouse Foods, Inc.

2021 Spring Road, Suite 600

Oak Brook, Illinois 60523

Attention: Investor Relations

If your broker, bank or other nominee holds your shares, you should

also call your broker, bank or other nominee for additional information.

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are predictions based on expectations and projections about future events, and are not statements of historical fact. Forward-looking statements include statements concerning business strategy, plans and prospects, among other things, including anticipated trends and developments in and management plans for our business and the markets in which we operate. In some cases, you can identify these statements by forward-looking words, such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict” and “continue,” the negative or plural of these words and other comparable terminology. All forward-looking statements included in this proxy statement are based upon information available to us as of the filing date of this proxy statement, and we undertake no obligation to update any of these forward-looking statements for any reason. You should not place undue reliance on forward-looking statements. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include the factors identified in TreeHouse Foods’ Annual Report on Form 10-K for the year ended December 31, 2024, which we refer to as the “Form 10-K,” under the heading “Risk Factors,” as updated from time to time by TreeHouse Foods’ Quarterly Reports on Form 10-Q and other documents of TreeHouse Foods on file or in this proxy statement filed with the SEC by TreeHouse Foods, and the following factors:

Consequently, all of the forward-looking statements we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (1) the information contained under this heading and (2) the information contained under the headings “Risk Factors” and information in our consolidated financial statements and notes thereto included in our most recent filing on Form 10-K and subsequent periodic and interim report filings (see “Where You Can Find Additional Information” beginning on page 105). No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

We are furnishing this proxy statement to the Company’s stockholders as part of the solicitation of proxies by the Board for use at the special meeting or any adjournment or postponement thereof. This proxy statement provides the Company’s stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting or any adjournment or postponement thereof.

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the special meeting to be held virtually on [•], at [•] (CT), or at any adjournment or postponement thereof. Stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/THS2026SM.

One purpose of the special meeting is for our stockholders to consider and vote upon the Merger Proposal. Our stockholders must adopt the Merger Agreement in order for the Merger to occur. If our stockholders fail to adopt the Merger Agreement, the Merger will not occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement, and the material provisions of the Merger Agreement are summarized in the section of this proxy statement entitled “The Merger Agreement.”

In addition, the Company is providing its stockholders with the opportunity to cast a non-binding advisory vote on the Compensation Proposal, the value of which is disclosed in the table entitled “Golden Parachute Compensation” and the notes accompanying that table in the section of this proxy statement entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger — Quantification of Payments and Benefits to TreeHouse Foods’ Named Executive Officers.” The Compensation Proposal is separate and apart from the Merger Proposal. Accordingly, a stockholder may vote to approve the Compensation Proposal and vote not to adopt the Merger Proposal and vice versa. Because the vote on the Compensation Proposal is advisory in nature only, it will not be binding on either the Company or Parent. Accordingly, if the Merger Agreement is adopted by the Company’s stockholders and the Merger is completed, the Merger-related compensation may be paid to the Company’s named executive officers even if stockholders fail to approve the Compensation Proposal.

Our stockholders are also being asked to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Proposal.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about [•].

The holders of record of TreeHouse Foods common stock as of the close of business on [•], the Record Date for the special meeting, are entitled to receive notice of and to vote at the special meeting. As of the close of business on the Record Date, [•] shares of TreeHouse Foods common stock were outstanding.

The presence at the special meeting, present or represented by proxy, of the holders of a majority of the voting power of the Company’s common stock issued and outstanding and entitled to vote as of the close of business on the Record Date will constitute a quorum, permitting the Company to conduct its business at the special meeting. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting. However, if a new Record Date is set for an adjourned special meeting, then a new quorum will have to be established. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present for the purpose of determining a quorum at the special meeting.

Each share of TreeHouse Foods common stock outstanding as of the close of business on the Record Date is entitled to one vote on each of the proposals to be considered at the special meeting. As of the close of business on the Record Date, there were [•] shares of TreeHouse Foods common stock issued and outstanding.

For the Company to complete the Merger, Company stockholders holding a majority of the voting power of the shares of TreeHouse Foods common stock outstanding as of the close of business on the record date and entitled to vote thereon must vote “FOR” the Merger Proposal. A failure to vote your shares of TreeHouse Foods common stock or an abstention from voting will have the same effect as a vote “AGAINST” the Merger Proposal. 

The approval, on a non-binding, advisory basis, of the Compensation Proposal requires the affirmative vote of stockholders holding a majority of the voting power of TreeHouse Foods common stock, present or represented by proxy at the special meeting and voting affirmatively or negatively on such matter. Abstentions will have no effect on the outcome of the Compensation Proposal.

The affirmative vote of stockholders holding a majority of the voting power of TreeHouse Foods common stock, present or represented by proxy at the special meeting and entitled to vote thereon, whether or not a quorum is present, is required to approve the Adjournment Proposal. An abstention from voting will have the same effect as a vote “AGAINST” the Adjournment Proposal.

As of the close of business on [•], the Record Date, directors and executive officers of the Company were entitled to vote [•] shares of TreeHouse Foods common stock, or approximately [•]% of the shares of TreeHouse Foods common stock issued and outstanding on that date. We currently expect that the Company’s directors and executive officers will vote their shares representing approximately [•]% of the outstanding shares of TreeHouse Foods common stock in favor of the Merger Proposal and in favor of the other proposals to be considered at the special meeting, although they have no obligation to do so.

Pursuant to the Voting Agreement, JANA, who beneficially owned, as of the Record Date, [•] shares of TreeHouse Foods common stock, or approximately [•]% of the shares of TreeHouse Foods common stock issued and outstanding as of the close of business on the Record Date, has agreed to vote its shares as follows:

All holders of shares of TreeHouse Foods common stock as of the close of business on [•], the Record Date, including stockholders of record and beneficial owners of TreeHouse Foods common stock registered in the “street name” of a broker, bank or other nominee, are invited to attend the special meeting.

You can vote at the virtual special meeting at www.virtualshareholdermeeting.com/THS2026SM.

To ensure that your shares of TreeHouse Foods common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting.

If you are a stockholder of record, you may provide voting instructions by proxy using one of the methods described below.

If you submit a signed proxy card or submit your proxy by telephone or the internet, but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendations of the Board on all matters presented in this proxy statement. If you fail to return your proxy card and you are a holder of record as of the close of business on the Record Date, unless you attend the special meeting and vote, the effect will be that your shares of TreeHouse Foods common stock will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, will have the same effect as a vote “AGAINST” the Merger Proposal, and will not affect the Compensation Proposal or the Adjournment Proposal.

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record as to how to vote your shares. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares at the special meeting, you should contact your broker or agent to obtain a “legal proxy” or broker’s proxy card and bring it to the special meeting in order to vote.

In accordance with the rules of the NYSE, brokers, banks and other nominees who hold shares of TreeHouse Foods common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the Merger Proposal, the Compensation Proposal, or the Adjournment Proposal. A so-called “broker non-vote” results with brokers, banks and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of the relevant shares. TreeHouse Foods does not expect any broker non-votes at the special meeting because the proposals upon which stockholders will be voting are all “non-routine” matters, and your broker, bank or other nominee therefore cannot vote on these proposals without your instructions. Accordingly, if you do not return your broker’s, bank’s or other nominee’s voting form, do not provide voting instructions via the internet or telephone through your broker, bank or other nominee, if applicable, or do not attend the special meeting and vote virtually with a “legal proxy” from your broker, bank or other nominee, your shares will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, and your failure to vote will have the same effect as if you voted “AGAINST” the Merger Proposal, and will have no effect on the Compensation Proposal or the Adjournment Proposal.

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the special meeting by:

Please note, however, that only your last-dated proxy will count. Attending the Company special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card or by sending a written notice of revocation to TreeHouse Foods, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by TreeHouse Foods before the special meeting.

If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions.

An abstention occurs when a stockholder attends the special meeting, either virtually or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of TreeHouse Foods common stock present or represented at the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal and the Adjournment Proposal. Abstaining from voting will have no impact on the Compensation Proposal.

Although it is not currently expected, the special meeting may be adjourned or postponed if necessary or appropriate, including for the purpose of soliciting additional proxies. In the event that a sufficient number of shares of TreeHouse Foods common stock is present or represented, either virtually or by proxy, and voted in favor of the Merger Proposal at the special meeting such that the Company Stockholder Approval will have been obtained, the Company does not anticipate that it will adjourn or postpone the special meeting.

The special meeting may be adjourned by the affirmative vote of stockholders holding a majority of the voting power of TreeHouse Foods common stock present or represented by proxy at the special meeting and entitled to vote thereon, whether or not a quorum is present. Any adjournment or postponement of the special meeting will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time before their use at the special meeting that was adjourned or postponed.

The Board is soliciting your proxy, and the Company will bear the cost of this solicitation of proxies. This includes the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic and facsimile transmission by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. TreeHouse Foods has engaged Alliance Advisors to assist in the solicitation of proxies for the Company special meeting. TreeHouse Foods estimates that it will pay Alliance Advisors a fee of approximately $40,000, plus reimbursement of certain expenses. In addition, the Company may reimburse its transfer agent, brokerage firms and other persons representing beneficial owners of shares of TreeHouse Foods common stock for their expenses in forwarding solicitation material to such beneficial owners.

Unless we have received contrary instructions, we or your bank, broker or other intermediary may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate copy of our proxy statement, please notify your bank, broker or other intermediary or us. We will promptly deliver a separate copy of our proxy materials to you if you contact Kristy N. Waterman, EVP, Chief Human Resources Officer, General Counsel & Corporate Secretary, by phone, at (708) 483-1300, or in writing at TreeHouse Foods, Inc., 2021 Spring Road, Suite 600, Oak Brook, Illinois 60523. In addition, stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by contacting the Company at the address or phone number set forth in the prior sentence.

You should not return your stock certificate or send documents representing TreeHouse Foods common stock with the proxy card. If the Merger is completed, the paying agent for the Merger will send to you a letter of transmittal and related materials and instructions for exchanging your shares of TreeHouse Foods common stock.

The description of the Merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety.

TreeHouse Foods is a Delaware corporation and TreeHouse Foods common stock, par value $0.01 per share, trades on NYSE under the symbol “THS.” The Company is a private brands snack and beverage manufacturer with a product portfolio including snack offerings (crackers, pretzels, in-store bakery items, frozen griddle items, cookies and unique candy offerings), beverages and drink mix offerings (non-dairy creamer, coffee, broths and stocks, powdered beverages and other blends and tea), as well as other grocery offerings (pickles, refrigerated dough, hot cereal, cheese and pudding).

TreeHouse Foods was incorporated in Delaware in 2005. TreeHouse Foods’ principal executive offices are located at 2021 Spring Road, Suite 600, Oak Brook, Illinois 60523, and its telephone number is (708) 483-1300.

Additional information about TreeHouse Foods is contained in our public filings, which are incorporated by reference herein. See “Where You Can Find Additional Information.”

Industrial F&B Investments II, Inc. is a Delaware corporation indirectly wholly owned by Investindustrial VIII S.C.Sp. that was formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Parent has not conducted any business operations other than in connection with the Merger, and upon the consummation of the Merger, TreeHouse Foods will be a wholly owned subsidiary of Parent.

The principal executive offices of Parent are c/o 375 Park Avenue, 26^th floor, New York, NY 10152 and its telephone number is (212) 926-6000.

Industrial F&B Investments III, Inc., a direct wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Upon completion of the Merger, Merger Sub will merge with and into TreeHouse Foods and will cease to exist.

If the Merger Agreement is adopted by the Company’s stockholders and certain other conditions to the Closing are either satisfied or waived, Merger Sub will be merged with and into the Company, with the TreeHouse Foods being the surviving corporation in the Merger.

Upon the consummation of the Merger, each share of TreeHouse Foods common stock issued and outstanding immediately before the Effective Time (other than shares owned or held in treasury by TreeHouse Foods or any direct or indirect wholly owned subsidiary of TreeHouse Foods and owned by Parent or any direct or indirect wholly owned subsidiary of Parent (including Merger Sub), which in each case will be canceled for no consideration, and other than shares with respect to which the stockholder has properly exercised its appraisal rights under Section 262 of the General Corporation Law of the State of Delaware with respect to such shares) will be canceled and converted into the right to receive (1) $22.50 in cash, plus (2) one CVR, in each case, without interest and less applicable withholding taxes. While no guaranty can be given that any proceeds will be received, each CVR will provide a holder with an opportunity to receive a portion of the net proceeds, if any, from claims arising out of the KGM Litigation.

TreeHouse Foods common stock is currently registered under the Exchange Act and is listed on the NYSE under the symbol “THS.” As a result of the Merger, the Company will cease to be a publicly traded company and will be a direct wholly owned subsidiary of Parent. Following the consummation of the Merger, TreeHouse Foods, as the

entity surviving the Merger, will use its reasonable best efforts to cause TreeHouse Foods’ common stock to be delisted from the NYSE as promptly as practicable after the Effective Time and deregistered under the Exchange Act as promptly as practicable after such delisting, in each case in accordance with applicable law, rules and regulations.

The following chronology summarizes the material contacts, negotiations and other material events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among or on behalf of TreeHouse Foods and Investindustrial or other parties.

TreeHouse Foods is a leading private brands snacking and beverage manufacturer in North America. The Board and senior management of TreeHouse Foods regularly monitor and assess developments in the snacking and beverage industry and review and assess the Company’s operating performance, short and long-term strategy, market developments and potential risks. In connection with this ongoing review, from time to time, the Board reviews and evaluates the operation of the business on a standalone basis as well as the potential to pursue strategic alternatives and relationships to strengthen its business and maximize value for its stockholders, taking into account economic, regulatory, competitive and other conditions. As part of this ongoing review and evaluation, TreeHouse Foods sold a significant portion of its meal preparation business to Investindustrial in 2022.

From time to time, the Company has had discussions with Goldman Sachs regarding market conditions, industry trends, and potential strategic alternatives.

On July 25, 2024, the Board held a regularly scheduled meeting, which included representatives of senior management and, for limited portions, representatives of Goldman Sachs. Representatives of Goldman Sachs discussed with the Board certain observations regarding the Company from an external market perspective. Representatives of Goldman Sachs also discussed with the Board certain observations on the current market environment, relative operating and trading performance of the Company, and preliminary valuation analyses. The Board asked questions of senior management and representatives of Goldman Sachs and engaged in a full discussion of the materials presented and the outlook for the Company.

On October 31, 2024, the Board held a regularly scheduled meeting, which included representatives of senior management and, for limited portions, representatives of Goldman Sachs. At this meeting, the Board and senior management reviewed the strategic plan for the Company for fiscal years 2025 through 2027. As part of this discussion, senior management noted a number of potential headwinds that the Company was facing, specifically with respect to slowing category growth, shifting customer trends, continued inflationary concerns and the increased use of GLP-1 products having a negative impact on projected food consumption. Following these discussions, the Board authorized management to engage a third-party consultant to initiate a comprehensive cost reduction program that included both SG&A reductions and product portfolio realignment. Representatives of Goldman Sachs then discussed with the Board the Company’s current and potential capital allocation plans, including potential M&A. The Board asked questions of senior management and representatives of Goldman Sachs and engaged in a full discussion.

On December 9, 2024, TreeHouse Foods received a letter from an affiliate of Investindustrial expressing a desire to explore a potential acquisition of certain product categories of TreeHouse Foods and a simultaneous investment in TreeHouse Foods.

On December 12, 2024, at a meeting of the Board, which included representatives of senior management, the Board discussed with senior management the annual operating plan for fiscal year 2025, which included a focus on margin enhancement, cost reductions and capital expenditure requirements. As part of this discussion, senior management noted a number of challenges that the Company was facing, specifically with respect to consumption trends continuing to soften. Senior management updated the Board on the third-party consultant’s work to date on its comprehensive cost reduction program and discussed the letter the Company had received from Investindustrial. Following extensive discussion, the Board authorized management to both pursue its cost reduction initiative and explore potential strategic alternatives, including potential M&A, that would later be presented to the Board for consideration.

Following the meeting, senior management discussed next steps and shared the output of the Board meeting with representatives of Goldman Sachs.

On December 20, 2024, at the direction of the Board, representatives of Goldman Sachs had a preliminary conversation with a potential strategic partner (“Party A”) to gauge its interest in engaging in discussions with TreeHouse Foods regarding a potential strategic transaction.

On January 9, 2025, Steven Oakland, Chairman, Chief Executive Officer, and President of TreeHouse Foods, and the chief executive officer of Party A met at a social gathering that both executives attend annually. The principals discussed, among other things, the exploration of potential strategic opportunities between the two parties.

In late January 2025, TreeHouse Foods engaged Jones Day to advise the Company in connection with its exploration of potential strategic alternatives as the Board continued to consider the long-term strategy for the Company.

At a February 5, 2025 meeting of the Board, the members of the Board were provided with an overview of their fiduciary duties in connection with exploration of strategic transactions and given the opportunity to ask questions of counsel. Senior management updated the Board regarding recent discussions with Party A, noting that Party A was interested in exploring a potential strategic transaction with TreeHouse Foods but did not have sufficient information to make an informed offer. Following discussion, including with respect to the ongoing pressure the Company was facing as a result of margin compression, increased competition and the impact of tariffs on the Company, the Board authorized management to continue discussions with Party A and to provide Party A with the limited due diligence necessary to provide an offer.

Following this meeting, TreeHouse Foods’ senior management, with the assistance of representatives of Goldman Sachs, prepared preliminary materials regarding TreeHouse Foods to be shared with Party A and potentially other interested parties.

On February 10, 2025, TreeHouse Foods executed an engagement letter with Goldman Sachs.

On February 28, 2025, TreeHouse Foods and Party A executed a mutual non-disclosure agreement, which contained customary terms, including a mutual standstill provision (which standstill survives the announcement of a sale of TreeHouse Foods). The mutual non-disclosure agreement allows Party A to make strategic proposals to the Board.

On March 5, 2025, TreeHouse Foods hosted an in-person management presentation for Party A to provide a deeper overview of TreeHouse Foods’ business. Following the meeting, Party A expressed an interest in continued discussions and conducted due diligence on TreeHouse Foods for the next few weeks, including a virtual diligence session with representatives of senior management on March 14, 2025.

On March 17, 2025, representatives of Goldman Sachs received an inbound expression of interest from a large private equity firm (“Party B”) regarding a potential transaction with TreeHouse Foods.

On March 24, 2025, Party A notified representatives of Goldman Sachs that it was pursuing a different strategic transaction that, if consummated, might impact Party A’s desire and timing for pursuing a transaction with TreeHouse Foods. Therefore, Party A would not be in a position to submit any offer until the status of that alternative transaction was known.

On April 10, 2025, following continued engagement with the third-party consultant previously engaged, TreeHouse Foods publicly announced it was implementing planned actions to drive greater operational efficiency, achieve significant cost-savings, and enhance profitability and cash flow, while improving quality and service levels. These actions included organizational changes as well as additional margin management and cost control initiatives.

At an April 24, 2025 meeting of Board, which included representatives of senior management and Goldman Sachs, representatives of Goldman Sachs updated the Board as to the discussions with Party A and Party B. Senior management and representatives of Goldman Sachs discussed, among other things, engaging with a limited number of potential additional third-parties in order to gauge their interest in a potential strategic transaction. The Board authorized senior management and representatives of Goldman Sachs to provide due diligence to Party B and to reach out to a limited number of third parties, including Investindustrial, to gauge their interest in exploring a strategic transaction.

On April 25, 2025, at the direction of the Board, representatives of Goldman Sachs informed Party B that TreeHouse Foods was prepared to provide limited due diligence to position Party B to make an offer.

On April 30, 2025, TreeHouse Foods provided Party B with a draft non-disclosure agreement, which included customary terms including a standstill and on May 13, 2025, TreeHouse Foods and Party B executed a customary non-disclosure agreement with a standstill (which standstill expires upon TreeHouse Foods’ entry into a definitive agreement for a sale of the Company).

On May 14, 2025, TreeHouse Foods held an in-person management presentation with representatives of Party B and, following the meeting, Party B conducted due diligence with TreeHouse Foods through mid-July.

On May 20, 2025, Mr. Oakland, along with a representative of Goldman Sachs, met Investindustrial Executive Vice Chairman, Roberto Ardagna, for breakfast. The executives discussed, among other things, a potential strategic transaction between the two parties.

On June 1, 2025, at the direction of the Board, representatives of Goldman Sachs spoke with representatives of Party B.

On June 9, 2025, Party B submitted a formal indication of interest to acquire 100% of TreeHouse Foods for $32.00 per share. The indication of interest was subject to a number of conditions, including the completion of due diligence by Party B, particularly with respect to the feasibility of separating certain of TreeHouse Foods’ business lines.

On June 13, 2025, the Board met with representatives of senior management, Goldman Sachs and Jones Day. At this meeting, representatives of Goldman Sachs reviewed Party B’s offer with the Board, which had been provided to the Board in advance of the meeting. The Board directed senior management and representatives of Goldman Sachs to continue to provide due diligence to Party B with a view to helping Party B increase its offer price.

On July 18, 2025, Party B informed representatives of Goldman Sachs that following its extensive due diligence over the last several weeks, it was no longer interested in pursuing a whole-company transaction but was interested in buying only the TreeHouse Foods snacks business, which included TreeHouse Foods’ cookies, crackers, pretzels and candy businesses (the “Snacks Segment” and the remaining meals and beverages business other than the Snacks Segment the “Meals & Beverages Segment”). Party B indicated that acquiring the entire company, splitting the Snacks Segment and Meals & Beverages Segment apart, and then selling the Meals & Beverages Segment was not only cost prohibitive at its original offer, but also contained execution risk that made a whole-company transaction undesirable. Party B indicated, however, that it would be willing to partner with another potential buyer who would acquire the Meals & Beverages Segment.

On July 23, 2025, at a meeting of the Board with representatives of senior management, Goldman Sachs and Jones Day participating, representatives of Goldman Sachs updated the Board as to recent discussions with Party B, including that Party B was no longer interested in acquiring the entire Company. The Board discussed with representatives of management and Goldman Sachs the implication of selling only the Snacks Segment, including the additional cost and challenges associated with separating the businesses and the potential costs and risks associated with being a smaller public company. The Board directed representatives of Goldman Sachs to reach out to additional potential third parties, including Investindustrial, and to invite offers for a strategic transaction involving (1) the whole Company, (2) the Snacks Segment, or (3) the Meals & Beverages Segment.

Following the July 23, 2025 Board meeting, at the direction of the Board, representatives of Goldman Sachs followed up with Investindustrial regarding a strategic transaction with TreeHouse Foods and on August 8, 2025, representatives of Goldman Sachs had a discussion with Investindustrial, during which Investindustrial indicated that it would potentially be interested in such a transaction.

On August 7, 2025, an affiliate of a large private equity firm and a family-owned investment firm (collectively, “Party C”) contacted a representative of the Company regarding its potential interest in a strategic transaction.

On August 11, 2025, at the direction of the Board, representatives of Goldman Sachs advised Party B that the Board was evaluating the possibility of a Snacks Segment-only sale but continued to prefer a sale of the entire Company.

Also on August 11, 2025, TreeHouse Foods provided Investindustrial with a draft non-disclosure agreement, which contained customary terms including a standstill provision and on August 24, 2025, TreeHouse Foods and Investindustrial Group Investments S.à r.l., an affiliate of Investindustrial, entered into a customary non-disclosure agreement.

On August 28, 2025, at the direction of the Board, representatives of Goldman Sachs initiated outreach to an affiliate of a large private equity firm (“Party D”), with whom TreeHouse Foods had a pre-existing non-disclosure agreement in place, regarding a potential strategic transaction with TreeHouse Foods.

TreeHouse Foods facilitated detailed due diligence for Party B from late August to mid-September and limited due diligence for Party D.

Beginning on September 4, 2025, Investindustrial and its advisors were provided electronic access to due diligence materials.

On September 5, 2025, TreeHouse Foods provided a management presentation to Investindustrial.

On September 16, 2025, Investindustrial submitted a proposal to buy TreeHouse Foods for $25.00 per share and was prepared to move expeditiously to announce a transaction prior to the announcement of the Company’s third-quarter earnings in November. That same day, Party B informed representatives of Goldman Sachs that it had an interest in purchasing the Snack Segment for a potential purchase price of $1.3–1.4 billion, and confirmed that it still was not interested in acquiring the entire Company. Party D indicated to representatives of Goldman Sachs that it would require more information before it was willing to submit a proposal for any type of strategic transaction, but did not demonstrate a credible path towards submitting such a proposal.

At a September 17, 2025 meeting of the Board, which included representatives of senior management, Goldman Sachs and Jones Day, representatives of Goldman Sachs updated the Board as to recent discussions with Party B, Party D and Investindustrial and reviewed with the Board the Investindustrial offer. The Board asked questions of representatives of Goldman Sachs and senior management regarding the Investindustrial offer, noting that the offer ascribed no value to the pending KGM Litigation. The Board instructed representatives of Goldman Sachs to engage further with Investindustrial in order to improve its offer, including by providing value for the KGM litigation in the potential form of a CVR agreement related to the proceeds of the KGM Litigation.

On September 22, 2025, Party C submitted an unsolicited whole-company offer of $23.50 per share, which was based on publicly available information.

Representatives of Goldman Sachs engaged with Investindustrial and indicated that TreeHouse Foods attributed value to the KGM Litigation. Following these discussions, on September 25, 2025, TreeHouse Foods provided Investindustrial with a draft CVR term sheet.

On September 26, 2025, a credit-oriented news organization reported that TreeHouse Foods was in discussions with Investindustrial regarding a potential take-private transaction that valued TreeHouse Foods at approximately $3 billion and identified Goldman Sachs as the financial advisor to TreeHouse Foods.

At a September 29, 2025 Board meeting, which included representatives of senior management, Goldman Sachs and Jones Day, representatives of Goldman Sachs and senior management updated the Board on recent conversations with Party C and Investindustrial’s progress, including site visits by Investindustrial and its advisors.

On September 30, 2025, following the news report regarding a potential transaction with Investindustrial, representatives of Goldman Sachs were contacted by a potential strategic acquiror (“Party E”) interested in discussing a possible acquisition of TreeHouse Foods.

Also on September 30, 2025, representatives of Goldman Sachs received an inquiry from a United States based potential strategic acquiror (“Party F”) regarding a possible acquisition of TreeHouse Foods.

On October 1, 2025, TreeHouse Foods provided each of Party E and Party F with a draft non-disclosure agreement, which contained customary terms including a standstill provision.

On October 2, 2025, TreeHouse Foods and Party E entered into a customary non-disclosure agreement, with a related party to Party E executing a substantially similar non-disclosure agreement with TreeHouse Foods on October 14, 2025. Both non-disclosure agreements contained standstill provisions which allow the counterparties to make private acquisition proposals to the Board upon TreeHouse Foods’ entry into a definitive agreement for a sale of the Company.

On October 4, 2025, TreeHouse Foods provided Investindustrial with an initial draft merger agreement, which contained customary terms and included a potential CVR related to the KGM Litigation.

On October 9, 2025, Investindustrial agreed to include a CVR in the proposed transaction and proposed that stockholders of TreeHouse Foods receive 75% of any KGM Litigation proceeds and post-Closing TreeHouse Foods receive the remaining 25%, as well as certain other terms.

At an October 10, 2025 meeting of the Board, which included representatives of senior management, Goldman Sachs and Jones Day, representatives of Goldman Sachs, Jones Day and senior management updated the Board on the status of discussions with Investindustrial, including with respect to the material terms contained in the draft merger agreement and CVR term sheet, as well as discussions with Party E and Party F. The Board instructed representatives of Goldman Sachs and management to continue to engage with Investindustrial, Party E and Party F.

Later on October 10, 2025, Party E submitted a non-binding indication of interest at a per share price of $21.50. Based on the views expressed by the Board in prior discussions, representatives of Goldman Sachs indicated to Party E that TreeHouse Foods would be unlikely to want to engage in further discussions with Party E at that price and encouraged Party E to improve its proposed price.

Also on October 10, 2025, representatives of Jones Day and Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), who acted as outside counsel for Investindustrial in connection with Merger, held a call to discuss Investindustrial’s initial high-level issues contained in the draft merger agreement, which included, among other things, a request that JANA enter into a support agreement in connection with the transaction, the actions Investindustrial would be required to take in order to obtain regulatory approval, and the Company’s ability to entertain unsolicited competing proposals after announcement of the transaction.

On October 14, 2025, Party E sent a non-binding indication of interest based on publicly available information that raised its per share offer price to $24.00 per share. Representatives of Goldman Sachs communicated to Party E that they would need to increase their offer price but that they could engage in due diligence. On October 17, 2025, TreeHouse Foods provided Party E with access to additional due diligence information through the virtual data room.

On October 16, 2025, Party F, which was supported by affiliates of Party D and an affiliate of another large private equity firm, and in partnership with Party C (as approved by the Company), submitted a non-binding indication of interest that offered $25.00 per share, which was based on publicly available information. TreeHouse Foods then agreed to provide Party F with limited, non-public due diligence.

On October 17, 2025, Party F executed a non-disclosure agreement, which contained customary terms, including a standstill provision (which standstill expires upon TreeHouse Foods’ entry into a definitive agreement for a sale of the Company). Following execution, TreeHouse Foods provided Party F with access to additional due diligence information through the virtual data room.

Also on October 17, 2025, TreeHouse Foods sent a draft CVR term sheet to each of Party E and Party F.

On October 18, 2025, TreeHouse Foods distributed a draft merger agreement to each of Party E and Party F.

On October 20, 2025, representatives of Skadden sent to representatives of Jones Day a revised merger agreement, which contained, among other things, the issues previously identified in their October 10, 2025 call. From October 20, 2025 through November 10, 2025, representatives of Jones Day and Skadden held a series of calls and exchanged drafts of the merger agreement and CVR agreement, with the material issues focusing on deal certainty, the scope of the ability of the Company to entertain unsolicited offers after the signing of the merger agreement and termination rights and related fees.

On October 21, 2025, TreeHouse Foods conducted in-person management presentations with Party E and Party F.

On October 23, 2025, representatives of Goldman Sachs circulated a bid-instruction letter to Party E and Party F, requiring merger agreement comments by October 31, 2025 and final price submissions by November 3, 2025 to align with the time period set out in the Investindustrial proposal. Both Party E and Party F indicated that they would try to work towards the anticipated bid timeline.

On October 26, 2025, Party E formally withdrew from the sale process, indicating that it understood the proposed timeline set out and was not in a position to be able to execute a transaction on the terms and timeline that were proposed by TreeHouse Foods and would need an extended period of time to complete diligence and finalize any financing plans.

Party F and its advisors continued due diligence and conducted site visits at multiple TreeHouse Foods locations from October 28 through October 31, 2025.

At an October 29, 2025 meeting of the Board, which included representatives of senior management, Goldman Sachs and Jones Day, Jones Day reviewed with the Board its fiduciary duties in light of a potential transaction, should the Board decide to undertake one. In addition, representatives of Goldman Sachs, Jones Day and senior management updated the Board on the status of discussions with Investindustrial, including with respect to the material open issues in the draft merger agreement and CVR agreement, which included the number of years the CVR agreement would be effective as well as the size of the termination fee payable by the Company in certain circumstances. They also updated the Board on discussions with Party E and Party F. Senior management of the Company also discussed with the Board the Company’s third quarter performance, expected financial performance for the remainder of the year and projected financial performance for future years. The Board asked questions of management and approved an updated financial plan.

On November 1, 2025, TreeHouse Foods shared its updated financial projections (based on the updated financial plan presented to the Board at the October 29, 2025 meeting), which took into account the Company’s third quarter financial performance as well as updated outlook for future years, with Investindustrial and Party F.

On November 3, 2025, Party F advised it would not be in a position to enter into an agreement for a potential transaction on the same timeline as Investindustrial and requested an additional several weeks for diligence to confirm valuation.

On November 6, 2025, representatives of Lazard and RBC, financial advisors to Investindustrial, contacted representatives of Goldman Sachs and reported that Investindustrial was no longer prepared to consummate a transaction at $25.00 per share and had lowered its offer price to $22.00 per share. The advisors to Investindustrial cited, among other things, weaker-than-expected Q3 performance, a difficult operating environment which Investindustrial was experiencing directly in its portfolio company, concern regarding anticipated Q4 performance, a more challenging than anticipated financing environment and weak consumption trends. Following the call, the Investindustrial financial advisors provided debt commitment papers to representatives of Goldman Sachs.

The Board convened a meeting later on November 6, 2025, which included representatives of senior management, Goldman Sachs and Jones Day. At this meeting, representatives of Goldman Sachs and senior management updated the Board on the status of discussions with Investindustrial, including with respect to the lowered offer price as well as the stated reasons for it. Representatives of Goldman Sachs also updated the board as to Party F’s indication that it would not be in a position to execute a definitive agreement for at least another several weeks. The Board asked questions of management and representatives of Goldman Sachs regarding the reasoning behind Investindustrial’s lowered offer price and Party F’s likelihood of reaching a definitive agreement if the Company were to allow it additional time for diligence. The Board also discussed at length the ability to increase Investindustrial’s price per share and the factors cited by Investindustrial, the upcoming earnings release and Q3 performance and the alternatives available to the Company. In light of Party F’s slower engagement to date, and the Board’s belief that allowing for an additional period for due diligence would not produce a transaction that would be more favorable to the stockholders of the Company than what was proposed by Investindustrial, the Board instructed senior management and representatives of Goldman Sachs to not extend the timeline for Party F. In addition, the Board instructed senior management and representatives of Goldman Sachs to respond to Investindustrial that the Company was unwilling to transact with Investindustrial at $22.00 per share, but would be willing to engage in a transaction at a higher price.

On the morning of November 7, 2025, Mr. Oakland had a call with Mr. Ardagna and informed him that the Board was not prepared to move forward with a transaction at $22.00 per share, but if Investindustrial was able to increase its per share offer price, the Board might be willing to move forward with a transaction. Later that day, Mr. Ardagna responded to Mr. Oakland, indicating that Investindustrial would be willing to increase its offer price to $22.25 per share and split any litigation proceeds obtained as part of the KGM Litigation 85% to TreeHouse Foods stockholders and 15% to post-Closing TreeHouse Foods in the CVR Agreement.

On the evening of November 7, 2025, the Board held a meeting, which included representatives of senior management, Goldman Sachs and Jones Day. Mr. Oakland updated the Board as to his conversation with Mr. Ardagna. The Board asked questions of management, representatives of Goldman Sachs and Jones Day regarding potential next steps and ability to execute on a transaction in the near term. The Board discussed, among other things, the engagement of the various parties to date, the ability of certain interested parties to consummate a

transaction, the trading impact of other companies in the sector on its quarterly performance, the continuing pressure the Company was facing and the government’s announcement regarding reduced pricing of GLP-1 drugs and its potential impact on the future performance of the Company. After a lengthy discussion, the Board instructed Mr. Oakland to respond to Investindustrial that the Company was willing to transact with Investindustrial at $22.50 per share, if the merger agreement contained a “go-shop” provision allowing the Company to solicit competing offers, or at $23.00 per share, if the merger agreement contained a customary “no shop” provision, restricting the Company’s ability to solicit competing offers. The Board discussed with management, representatives of Goldman Sachs and Jones Day Investindustrial’s likely response, which would be to increase its offer above $22.25 per share but reject the “go-shop” request given the leak and prior indications that other parties were engaging with the Company.

Following the Board meeting, Mr. Oakland relayed to Mr. Ardagna the Board’s counterproposal.

On November 7, 2025, Investindustrial increased its offer to $22.50 per share, but rejected TreeHouse Foods’ proposed “go-shop” provision, and accepted finalized CVR economic terms with an 85%/15% split of any net proceeds related to the KGM Litigation. Mr. Oakland provided a written update to the Board regarding this resolution. Over the next few days, Jones Day and counsel to Investindustrial continued to progress the transaction agreements.

On November 9, 2025, the Board held a meeting, which included representatives of senior management, Goldman Sachs and Jones Day. At this meeting, Mr. Oakland provided an update regarding his discussions with Investindustrial. Representatives of Jones Day also reviewed with the Board their fiduciary duties in light of a potential transaction as well as a summary of the material terms of the merger agreement and draft CVR agreement, copies of which had been previously provided to the board. Representatives of Goldman Sachs then discussed with the Board its financial analyses of the potential transaction and rendered its oral opinion to the Board, subsequently confirmed by delivery of a written opinion, dated November 10, 2025, that, as of such date and based upon and subject to the factors, procedures, qualifications, limitations and assumptions set forth in such opinion, the Merger Consideration to be paid to the stockholders of the Company (other than Parent and its affiliates) pursuant to the Merger Agreement was fair from a financial point of view to such holders (as described in the section below entitled “Opinion of TreeHouse Foods’ Financial Advisor”).

On the morning of November 10, 2025, TreeHouse Foods and Investindustrial executed the Merger Agreement and publicly announced the signing of the Merger Agreement.

The Board unanimously determined that the Merger Agreement, the Form of the CVR Agreement and the transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of TreeHouse Foods and its stockholders, and declared advisable the Merger Agreement and resolved to recommend that the Company’s stockholders adopt the Merger Agreement. 

The Board unanimously recommends that you vote (1) “FOR” the proposal to adopt the Merger Agreement, (2) “FOR” the proposal to approve, by non-binding advisory vote, specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger and contemplated by the Merger Agreement and (3) “FOR” the proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement.

In recommending that stockholders of TreeHouse Foods vote in favor of the Merger Proposal, the Board considered a number of factors, including, but not limited to, the following (not necessarily in order of relative importance):

The Board also considered a number of uncertainties and risks concerning the Merger, including the following:

The foregoing discussion is not meant to be exhaustive, but summarizes the material factors considered by the Board in its consideration of the Merger. After considering these and other factors, the Board concluded that the potential benefits of the Merger outweighed the uncertainties and risks. In view of the variety of factors considered by the Board and the complexity of these factors, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have assigned different weights to different factors. Based upon the totality of the information presented to and considered by the Board, the Board unanimously approved the Merger Agreement and the consummation of the Merger in accordance with the terms and subject to the conditions of the Merger Agreement and recommends that stockholders of TreeHouse Foods adopt the Merger Agreement.

Goldman Sachs rendered its opinion to the Board that, as of November 10, 2025, and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be paid to the holders (other than Parent and its affiliates) of TreeHouse Foods common stock pursuant to the Merger Agreement is fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated November 10, 2025, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board in connection with its consideration of the transactions contemplated by the Merger Agreement. Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of TreeHouse Foods common stock should vote with respect to the Merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of TreeHouse Foods regarding their assessment of past and current business operations, financial condition and future prospects of TreeHouse Foods; reviewed the reported price and trading activity for shares of TreeHouse Foods common stock, compared certain financial and stock market information for TreeHouse Foods with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations in the private label foods industry and in other industries, and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with TreeHouse Foods’ consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with TreeHouse Foods’ consent that the Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of TreeHouse Foods and that the Estimates were reasonable. Goldman Sachs did not make an independent evaluation or appraisal of the

assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of TreeHouse Foods or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on TreeHouse Foods or on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs assumed that the Merger will be consummated on the terms set forth in the Merger Agreement and the Form of CVR Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of TreeHouse Foods to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to TreeHouse Foods, nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of TreeHouse Foods common stock, as of the date of the opinion, of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement, the Form of CVR Agreement or Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or the Form of CVR Agreement entered into or amended in connection with the Merger, including, any allocation of the Merger Consideration, the KGM Litigation, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of TreeHouse Foods; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of TreeHouse Foods, or class of such persons in connection with the Merger, whether relative to the Merger Consideration to be paid to the holders (other than Parent and its affiliates) of shares of TreeHouse Foods common stock pursuant to the Merger Agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion, and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of TreeHouse Foods common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on TreeHouse Foods, Parent or the Merger, or as to the impact of the Merger on the solvency or viability of TreeHouse Foods or Parent or the ability of TreeHouse Foods or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 26, 2025, and is not necessarily indicative of current market conditions.

For purposes of its financial analyses, Goldman Sachs derived a range of illustrative present values of post-tax litigation net proceeds per share of TreeHouse Foods common stock from the KGM Litigation. As directed by TreeHouse Foods, for this analysis, Goldman Sachs first used the Lower Recovery Amount and Upper Recovery Amount of the KGM Litigation proceeds (See the section entitled “Projected Financial Information”). Goldman Sachs then subtracted the amount of certain expenses and fees, as provided by and approved for Goldman Sachs’ use by the management of TreeHouse Foods, from the Lower Recovery Amount and Upper Recovery Amount of the KGM Litigation proceeds. Goldman Sachs then subtracted tax on proceeds, assuming a marginal tax rate of 24%, as provided by and approved for Goldman Sachs’ use by the management of TreeHouse Foods. Goldman Sachs then divided these post-tax litigation net proceeds by the number of fully diluted outstanding shares of TreeHouse Foods common stock, as provided by and approved for Goldman Sachs’ use by the management of TreeHouse Foods, using the treasury stock method, to derive a range of illustrative values of post-tax KGM Litigation net proceeds per share of TreeHouse Foods common stock. Goldman Sachs then discounted these values per share of TreeHouse Foods common stock to September 30, 2025, using an estimated weighted average cost of capital of 8.0%. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain

company-specific inputs, including TreeHouse Foods’ target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for TreeHouse Foods, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of ($0.29) to $11.16 per share of TreeHouse Foods common stock (which we refer to as the “Net Litigation Proceeds”).

Goldman Sachs then calculated the present value of CVR proceeds to be paid to the holders (other than Parent and its affiliates) of shares of TreeHouse Foods common stock pursuant to the Merger Agreement and Form of CVR Agreement as follows. Using the Estimates, Goldman Sachs took the range of post-tax litigation net proceeds and multiplied it by a range of retention by such holders of 0% to 85%, in accordance with the Merger Agreement and the Form of CVR Agreement, to determine the net CVR proceeds to such holders. Goldman Sachs then divided the net CVR proceeds to such holders by the number of fully diluted outstanding shares of Treehouse Foods, as provided by and approved for Goldman Sachs’ use by the management of TreeHouse Foods, using the treasury stock method, to derive a range of illustrative values of net CVR proceeds to such holders. Goldman Sachs then discounted these values per share of TreeHouse Foods common stock to September 30, 2025, using an estimated weighted average cost of capital of 8.0%. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model. This analysis resulted in a range of implied present values of $0 to $9.48 per share of TreeHouse Foods common stock. Goldman Sachs then applied the range of implied present values of net CVR proceeds to such holders of $0 to $9.48 and added it to the cash portion of the Merger Consideration of $22.50 to derive an illustrative range of the consideration, including the cash and CVR portions of the Merger Consideration, of $22.50 to $31.98.

Using the Forecasts and Estimates, Goldman Sachs performed an illustrative discounted cash flow analysis on TreeHouse Foods to derive two ranges of illustrative present values per share of TreeHouse Foods common stock based on the range of implied present value of the post-tax KGM Litigation net proceeds per share of TreeHouse Foods common stock ($0.29) and $11.16. Using the mid-year convention for discounting cash flows and discount rates ranging from 7.5% to 8.5%, reflecting estimates of TreeHouse Foods’ weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2025, (1) estimates of unlevered free cash flow for TreeHouse Foods for the period beginning on October 1, 2025 and ending on December 31, 2025 and fiscal years 2026 through 2029 as reflected in the Forecasts and (2) a range of illustrative terminal values for TreeHouse Foods, which were calculated by applying terminal year exit EV/EBITDA (as defined below) multiples ranging from 7.0x to 8.0x, to a terminal year estimate of the EBITDA to be generated by TreeHouse Foods, as reflected in the Forecasts (which analysis implied perpetuity growth rates ranging from (0.8)% to 1.1%). The range of terminal year exit EV/EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of TreeHouse Foods. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including TreeHouse Foods’ target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for TreeHouse Foods, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for TreeHouse Foods by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for TreeHouse Foods the amount of TreeHouse Foods’ total debt and debt-like items (including factored receivables and pension liabilities) and added the amount of TreeHouse Foods’ cash and cash equivalents, each as provided by and approved for Goldman Sachs’ use by the management of TreeHouse Foods, to derive a range of illustrative equity values for TreeHouse Foods. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of TreeHouse Foods common stock, as provided by and approved for Goldman Sachs’ use by the management of TreeHouse Foods, using the treasury stock method, to derive a range of illustrative present values per share of TreeHouse Foods common stock, excluding any Net Litigation Proceeds, ranging from $20.51 to $28.10.

Goldman Sachs then added the minimum and maximum of the implied present value of the post-tax litigation net proceeds per share of TreeHouse Foods common stock ($0.29) and $11.16 to the range of illustrative present values per share of TreeHouse Foods common stock, excluding any Net Litigation Proceeds, of $20.51 to $28.10, to derive two ranges of illustrative present values per share of TreeHouse Foods common stock: (1) applying the minimum of ($0.29) of post-tax litigation net proceeds per share of TreeHouse Foods common stock, a range of $20.22 to $27.81 which compares to the cash portion and the CVR portion of Merger Consideration of $22.50 and (2) applying the

maximum of $11.16 of post-tax litigation net proceeds per share of TreeHouse Foods common stock, a range of $31.67 to $39.26 which compares to the cash portion and the CVR portion of Merger Consideration of $31.98.

Using the Forecasts and Estimates, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of TreeHouse Foods common stock. For this analysis, Goldman Sachs first calculated the implied enterprise value for TreeHouse as of December 31 for each of the fiscal years 2026 to 2027, by applying a range multiples of illustrative enterprise value (“EV”) to next twelve month (“NTM”) EBITDA (“EV/EBITDA”) of 7.0x to 8.0x to estimates of TreeHouse Foods’ NTM adjusted EBITDA for each of the fiscal years 2026 through 2027. This illustrative range of EV/EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/EBITDA multiples for TreeHouse Foods.

Goldman Sachs then subtracted the amount of TreeHouse Foods’ total debt and debt-like items (including factored receivables and pension liabilities) and added the amount of TreeHouse Foods’ cash and cash equivalents for each of the fiscal years 2026 to 2027, each as provided by and approved for Goldman Sachs’ use, by the management of TreeHouse Foods, from the respective implied enterprise values in order to derive a range of illustrative equity values as of December 31 for TreeHouse Foods for each of the fiscal years 2026 to 2027. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of TreeHouse Foods common stock, using the treasury stock method, for each of fiscal years 2026 to 2027, calculated using information provided by and approved for Goldman Sachs’ use by the management of TreeHouse Foods, to derive a range of implied future values per share of TreeHouse Foods common stock. Goldman Sachs then discounted these implied future equity values per share of TreeHouse Foods common stock to September 30, 2025, using an illustrative discount rate of 9.5%, reflecting an estimate of TreeHouse Foods’ cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values, excluding any Net Litigation Proceeds, of $20.00 to $29.41 per share of TreeHouse Foods common stock.

Goldman Sachs then added the minimum and maximum of the implied present value of the post-tax litigation net proceeds per share of TreeHouse Foods common stock ($0.29) and $11.16 to the range of implied present values of an illustrative future value per share of TreeHouse Foods common stock, excluding any Net Litigation Proceeds, of $20.00 to $29.41 to derive two ranges of illustrative present values per share of TreeHouse Foods common stock: (1) applying the minimum of ($0.29) of post-tax litigation net proceeds per share, a range of implied present values of TreeHouse Foods’ future stock price of $19.72 to $29.12 which compares to the cash portion and the CVR portion of Merger Consideration of $22.50 and (2) applying the maximum of $11.16 of post-tax litigation net proceeds per share of TreeHouse Foods common stock, a range of $31.16 to $40.57 which compares to the cash portion and the CVR portion of Merger Consideration of $31.98.

Goldman Sachs analyzed certain information relating to the following selected transactions in the private label foods industry since December 2009. For each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s LTM adjusted EBITDA based on information in public filings, press releases and investor relations documents. While none of the companies that participated in the selected transactions is directly comparable to TreeHouse Foods, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of TreeHouse Foods’ results, market size and product profile.

The following table presents the results of this analysis:

Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of EV/LTM adjusted EBITDA multiples of 7.5x to 12.0x to TreeHouse Foods’ LTM adjusted EBITDA as of September 30, 2025, as provided by and approved for Goldman Sachs’ use by the management of TreeHouse Foods, to derive a range of implied enterprise values for TreeHouse Foods, excluding any Net Litigation Proceeds. Goldman Sachs then subtracted the amount of TreeHouse Foods’ total debt and debt-like items (including factored receivables and pension liabilities) and added the amount of TreeHouse Foods’ cash and cash equivalents as of September 30, 2025, each as provided by and approved for Goldman Sachs’ use by the management of TreeHouse Foods, and divided the result by the number of fully diluted outstanding shares of TreeHouse Foods common stock as of September 30, 2025, as provided by and approved for Goldman Sachs’ use by the management of TreeHouse Foods, to derive a reference range of implied values per share of TreeHouse Foods common stock, excluding any Net Litigation Proceeds, of $16.32 to $45.96 which compares to the cash portion of the Merger Consideration of $22.50.

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2015 through November 7, 2025 involving a public company in the private label foods industry based in the United States as the target where the disclosed enterprise values for the transaction were between $1.0 billion and $5.0 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 27 transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 42% across the period. This analysis also indicated a 25th percentile premium of 21% and 75th percentile premium of 72% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 21% to 72% to the undisturbed closing price per share of TreeHouse Foods common stock of $16.30 as of September 26, 2025, and calculated a range of implied equity values per share, excluding any Net Litigation Proceeds, of $19.76 to $28.05 which compares to the cash portion of the Merger Consideration of $22.50.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to TreeHouse Foods or Parent or the Merger.

Goldman Sachs prepared these analyses for purposes of providing its opinion to the Board as to the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of TreeHouse Foods common stock, as of the date of the opinion, of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of TreeHouse Foods, Investindustrial, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The Merger Consideration was determined through arm’s-length negotiations between TreeHouse Foods and Investindustrial and was approved by the Board. Goldman Sachs provided advice to TreeHouse Foods during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to TreeHouse Foods or the Board or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

Goldman Sachs and its affiliates (collectively, “Goldman Sachs Affiliated Entities”) are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of TreeHouse Foods, Investindustrial, and any of their respective affiliates and third parties, including JANA, a significant shareholder of TreeHouse Foods, Investindustrial Group Investments S.à r.l., an affiliate of Investindustrial, and any of their respective affiliates and, as applicable, portfolio companies (collectively, “Relevant Entities”), or any currency or commodity that may be involved in the transactions contemplated by the Merger Agreement. Goldman Sachs acted as financial advisor to TreeHouse Foods in connection with, and participated in certain of the negotiations leading to, the Merger. During the two-year period ended November 10, 2025, Goldman Sachs Investment Banking has not been engaged by TreeHouse Foods or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Investindustrial and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner with respect to a high yield security offering for La Doria, S.p.A., a portfolio company of Investindustrial, in May 2024; as bookrunner with respect to a high yield security offering for Guala Closures S.p.A., a portfolio company of Investindustrial, in June 2024; as bookrunner with respect to a high yield security offering for Ceme S.p.A., a portfolio company of Investindustrial, in September 2024; as bookrunner with respect to a high yield security offering for La Doria, S.p.A., a portfolio company of Investindustrial, in October 2024; as bookrunner with respect to a high yield security offering for Design Holding S.p.A., a portfolio company of Investindustrial, in December 2024; as exclusive financial advisor to Investindustrial SA in connection with its acquisition of shares of Piovan S.p.A. in January 2025; as bookrunner for La Doria, S.p.A., a portfolio company of Investindustrial, in July 2025; as bookrunner with respect to a high yield security offering for Ceme S.p.A., a portfolio company of Investindustrial, in September 2025; and as bookrunner with respect to a high yield security offering for Sammontana Italia S.p.A., a portfolio company of Investindustrial, in September 2025. During the two-year period ended November 10, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Investindustrial and/or its affiliates of less than $20 million, in accordance with Investindustrial’s records. As of November 10, 2025, Goldman Sachs Investment Banking was mandated by Investindustrial and/or its Relevant Entities to provide financial advisory and/or underwriting services unrelated to the Merger with respect to one or more matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking expects that it would recognize compensation in an aggregate amount less than the transaction fee expected in connection with the Merger. In addition, as is typical for investment banks, as of November 10, 2025, Goldman Sachs Investment Banking was soliciting Investindustrial and/or its Relevant Entities to work on financial advisory and/or

underwriting matters unrelated to the Merger on which it has not been, and may not be, mandated. Goldman Sachs Investment Banking is not in a position to estimate the amount of compensation, if any, it expects to recognize with respect to such matters, but it expects that, were it to be mandated on such matters, the mandates would provide for customary compensation. The status, timing and likelihood of consummation of such matters will change over time. During the two-year period ended November 10, 2025, Goldman Sachs Investment Banking has not been engaged by JANA or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. As of November 10, 2025, Goldman Sachs Investment Banking was not currently mandated by JANA and/or its Relevant Entities (excluding TreeHouse Foods and its subsidiaries) to provide to any such person financial advisory and/or underwriting services. As of November 10, 2025, Goldman Sachs Investment Banking was not currently soliciting JANA and/or its Relevant Entities (excluding TreeHouse Foods and its subsidiaries) to work on financial advisory and/or underwriting matters for any such persons on which it has not been mandated. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Relevant Entities and their respective affiliates and, as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation.

As of November 10, 2025, Goldman Sachs Affiliated Entities had (1) no direct GS Principal Investment (as defined below) in TreeHouse Foods and/or its affiliates (excluding JANA and its other affiliates), (2) an aggregate direct GS Principal Investment of approximately $24.23 million in Investindustrial and/or its Related Entities (as defined below) (excluding JANA and its other affiliates) and (3) no direct GS Principal Investment in JANA and/or its Related Entities (excluding TreeHouse Foods or its subsidiaries). As of November 10, 2025, funds managed by affiliates of Goldman Sachs Investment Banking were not co-invested with JANA, Investindustrial and their respective affiliates, were invested in equity interests of funds managed by affiliates of Investindustrial, and were not invested in equity interests of funds managed by affiliates of JANA. Funds managed by affiliates of Goldman Sachs may co-invest with, and invest in equity interests of, Investindustrial, JANA and/or their affiliates or funds managed thereby in the future.

On the public side of Goldman Sachs’ informational wall, which we refer to as the “Public Side,” and in the ordinary course of its various business activities, Goldman Sachs Affiliated Entities may also own equity securities in the Relevant Entities, and/or their respective affiliates arising from engaging in market making, trade execution, clearing, custody, margin lending and other similar financing transactions, securities lending, and related activities (including by acting as agent for third parties executing their transactions or as principal supplying liquidity to market participants, and any related hedging, other risk management or inventory management) (which we refer to collectively as “Market Making Activities”), which positions change frequently. Regulatory, informational and operational barriers separate the Public Side from Goldman Sachs Investment Banking.

For purposes of this section of the proxy, (1) Goldman Sachs relied on its books and records to (i) unless otherwise indicated, calculate all amounts and (ii) determine whether an entity is an affiliate, portfolio company, subsidiary or majority-owned subsidiary of another entity, and (2) the following terms have the definitions set forth below:

“GS Principal Investments” (including any associated commitments) are (1) direct balance sheet investments in equity interests or equity securities held by Goldman Sachs Affiliated Entities for its own account or (2) direct investments in equity interests held by a fund managed by a Goldman Sachs Affiliated Entity which fund is primarily for the benefit of Goldman Sachs Affiliated Entities and/or its current and former employees and not third party clients. GS Principal Investments do not include equity interests arising from Market Making Activities, equity derivatives, convertible debt instruments, or warrants or equity kickers received in connection with senior secured loans, mezzanine loans, warehouse loans, preferred equity with a fixed rate of return or other similar types of financing transactions (which may also be subject to hedging or other risk-mitigating instruments). GS Principal Investments also do not include investments by funds managed by Goldman Sachs Affiliated Entities which funds are almost entirely for the benefit of third party clients (“GS Client Funds”), which funds can co-invest alongside, and/or make Investments in, the Relevant Entities or their respective Related Entities. As investment managers for GS Client Funds, Goldman Sachs Affiliated Entities are required to fulfill a fiduciary responsibility to GS Client Funds in making decisions to purchase, sell, hold or vote on, or take any other action with respect to, any financial instrument.

“Related Entities” are, as applicable, a person or entity’s subsidiaries, affiliates, portfolio companies and/or funds managed thereby.

The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated February 10, 2025, TreeHouse Foods engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between TreeHouse Foods and Goldman Sachs provides for a fee of $1.5 million upon delivery of Goldman Sachs’ opinion and a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $29.1 million, which is contingent upon consummation of the Merger. In addition, TreeHouse Foods has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

TreeHouse Foods does not, on a routine basis, publicly disclose long-term projections as to future financial performance due to, among other reasons, the unpredictability of the underlying assumptions and estimates, although TreeHouse Foods has in the past provided investors with financial guidance in connection with its ordinary course earnings announcements which may cover areas such as adjusted net sales and adjusted EBITDA, which it may update from time. However, in connection with the evaluation of the Merger, TreeHouse Foods provided the Board, Investindustrial and their respective advisors with certain non-public, unaudited prospective financial information prepared by TreeHouse Foods’ senior management for the fiscal years 2025–2029. A version of these projections was made available to Investindustrial on November 1, 2025. TreeHouse Foods’ projections, which we refer to as the “Forecasts,” are summarized below.

The Forecasts were not prepared with a view to public disclosure and are included in this proxy statement only because such information was made available as described above. The Forecasts were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States, which we refer to as GAAP, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Forecasts included in this document have been prepared by, and are the responsibility of, TreeHouse Foods’ management. Deloitte & Touche LLP, TreeHouse Foods’ independent accountant, has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto. The Forecasts included in this proxy statement have been prepared by, and are the responsibility of, TreeHouse Foods’ management. The Forecasts are subjective in many respects.

Although a summary of the Forecasts is presented with numerical specificity, they reflect numerous assumptions and estimates as to future events made by TreeHouse Foods’ senior management, which it believes were reasonable at the time the Forecasts were prepared, taking into account the relevant information available to management at such time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the Forecasts not to be achieved include general economic conditions, accuracy of certain accounting assumptions, changes in actual cash flows, competitive pressures and changes in tax or other laws or regulations. In addition, the Forecasts do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Merger. As a result, there can be no assurance that the Forecasts will be realized, and actual results may be materially better or worse than those contained in the Forecasts. The inclusion of this information should not be regarded as an indication that the Board, TreeHouse Foods’ senior management team, Goldman Sachs or any other recipient of this information considered, or now considers, the Forecasts to be material information of TreeHouse Foods, or predictive of actual future results nor should it be construed as financial guidance, and it should not be relied upon as such. The summary of the Forecasts is not included in this proxy statement in order to induce any stockholder to vote in favor of the proposal to adopt the Merger Agreement or any of the other proposals to be voted on at the special meeting or to influence any stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to the shares of TreeHouse Foods common stock.

The Forecasts should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding TreeHouse Foods contained in TreeHouse Foods’ public filings with the SEC. The Forecasts were reviewed by TreeHouse Foods’ senior management with, and considered by, the Board in connection with its evaluation and approval of the Merger.

The Forecasts are forward-looking statements. For information on factors that may cause TreeHouse Foods future results to materially vary, see “Forward-Looking Statements” on page 21.

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the Forecasts to reflect circumstances existing after the date when TreeHouse Foods prepared the Forecasts or to reflect the occurrence of future events or changes in general economic of industry conditions, even in the event that any of the assumptions underlying the Forecasts are shown to be incomplete.

In light of the foregoing factors and the uncertainties inherent in the Forecasts, stockholders are cautioned not to rely on the Forecasts included in this proxy statement.

Certain of the measures included in the Forecasts may be considered non-GAAP financial measures, as noted below. These non-GAAP financial measures are useful to investors and management in understanding current profitability levels and liquidity that may serve as a basis for evaluating future performance and facilitating comparability of results. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by TreeHouse Foods may not be comparable to similarly titled amounts used by other companies. The non-GAAP financial measures used in the Forecasts were relied upon by Goldman Sachs for purposes of its fairness opinion and by the Board in connection with its consideration of the Merger. Financial measures provided to a financial advisor are excluded from the definition of non-GAAP financial measures and therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by Goldman Sachs for purposes of its fairness opinion or by the Board in connection with its consideration of the Merger. Accordingly, we have not provided a reconciliation of the financial measures included in the Forecasts.

As previously disclosed, in connection with the KGM Litigation, TreeHouse Foods is seeking monetary damages, declaratory relief, injunctive relief, and attorneys' fees, which monetary damages, in August 2020, were estimated by TreeHouse Foods’ economic expert to be in the range of $719.4 million to $1.5 billion for TreeHouse Foods’ antitrust claims, before trebling, and $358.0 million for a subset of TreeHouse Foods’ false advertising claims, without accounting for discretionary trebling by the court. For purposes of Goldman Sachs’ financial analyses, the annual litigation expenses associated with the KGM Litigation were excluded from the Forecasts. Given the uncertain nature of litigation, including if TreeHouse Foods would be successful in any part of the KGM Litigation and, if TreeHouse Foods were to be successful, the likely amount of recovery that TreeHouse Foods might receive, TreeHouse Foods was unable to ascribe a single risk adjusted value to the gross litigation proceeds from the KGM Litigation for purposes of Goldman Sachs’ financial analyses. Instead, TreeHouse Foods instructed Goldman Sachs to reference the mid-point of the previously disclosed aggregate estimated recovery range, which was $1,468,000,000 (the “Upper Recovery Amount”) as well as the impact of being wholly unsuccessful in the KGM Litigation, which would result in $0 recovery (the “Lower Recovery Amount”), and utilize these two numbers for purposes of its financial analyses.

For purposes of Goldman Sach’s financial analyses, TreeHouse Foods instructed Goldman Sachs to assume that (1) any proceeds and associated fees from the KGM Litigation would be received or paid in 2030, (2) a Winston & Strawn monetary recovery fee calculated based off a contingent fee percentage of 19.6% (as of September 2025) of gross litigation proceeds, which was the most current estimate of such contingent fee percentage at such time, (3) a contingency fee paid to Thomas E. O’Neill of 1.2% up to and including $250 million gross litigation proceeds paid and 0.8% for all amounts in excess of $250 million gross litigation proceeds, (4) a total cumulative $25 million annual litigation fees incurred ratably per year through 2030, and (5) a marginal tax rate of 24% per TreeHouse Foods (see section entitled “Form of Contingent Value Rights Agreement – Calculation of Payments”).

In considering the proposals to be voted on at the special meeting, TreeHouse Foods stockholders should be aware that TreeHouse Foods’ directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of TreeHouse Foods stockholders generally. The members of the Board were aware of and considered these interests, among other matters, in evaluating and reaching the decision to approve the Merger Agreement and determining that the Merger is advisable, fair to, and in the best interests of TreeHouse Foods’ stockholders, and in resolving to recommend that TreeHouse Foods’ stockholders vote to adopt the Merger Proposal. These interests are described in more detail below and, with respect to the named executive officers of TreeHouse Foods, are quantified in the tables below.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

Company Equity Awards will be treated as follows in accordance with the Merger Agreement.

Each Company Option that is outstanding and unexercised immediately prior to the Effective Time, to the extent unvested, will accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time, and will be canceled and converted into the right to receive (1) a cash payment in an amount equal to the product of (i) the total number of shares of TreeHouse Foods common stock subject to such Company Option as of immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (A) $22.50 over (B) the exercise price per share of TreeHouse Foods common stock applicable to such Company

Option and (2) one CVR for each share of TreeHouse Foods common stock subject to such Company Option as of immediately prior to the Effective Time, 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. Company Options with a per-share exercise price for TreeHouse Foods common stock equal to or greater than $22.50 will be canceled without consideration. TreeHouse Foods’ executive officers currently hold Company Options, but all Company Options have an exercise price per share in excess of $22.50. As a result, the Company Options held by TreeHouse Foods’ executive officers will be canceled without any payment or other consideration at the Effective Time.

Each Company RSU that is outstanding as of immediately prior to the Effective Time will, to the extent unvested, become fully vested effective immediately prior to, and contingent upon, the Effective Time. At the Effective Time, each then-outstanding Company RSU will be canceled and converted into the right to receive (1) a cash amount equal to the product of the number of shares of TreeHouse Foods common stock underlying such Company RSU, multiplied by $22.50 and (2) one CVR for each share of TreeHouse Foods common stock underlying such Company RSU, 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 (or with respect to any Company RSUs that were deferred by one of TreeHouse Foods’ non-employee directors, at such later date that is required by Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)).

Each Company PSU that is outstanding immediately prior to the Effective Time, to the extent unvested, will become vested immediately prior to, and contingent upon the Effective Time, in the number of shares of TreeHouse Foods common stock subject to the Company PSU assuming that 130% of target level of performance has been achieved (as determined pursuant to the terms of the applicable grant agreement and in each case, subject to pro-ration with respect to holders of Company PSUs that experienced certain terminations of employment prior to the Closing Date (to the extent provided under the applicable grant agreement)), and such vested portion of the Company PSUs will be canceled and converted into the right to receive (1) a cash amount equal to the product of the number of shares of TreeHouse Foods common stock underlying such Company PSU, multiplied by $22.50 and (2) one CVR for each share of TreeHouse Foods common stock underlying such Company PSU, 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. Any unvested portion of the Company PSUs will be canceled without any cash payment or other consideration at the Effective Time. TreeHouse Foods’ executive officers currently hold Company RSUs and Company PSUs and TreeHouse Foods’ non-employee directors currently hold Company RSUs. For an estimate of the amounts that would be payable to each of TreeHouse Foods’ named executive officers in respect of their unvested Company Equity Awards upon the Effective Time, see the section entitled “—Quantification of Payments and Benefits to TreeHouse Foods’ Named Executive Officers” below. The estimated aggregate value in respect of unvested Company Equity Awards held by our one executive officer who is not a named executive officer, Steve Landry, is $928,283, and the estimated aggregate value in respect of unvested Company RSUs held by TreeHouse Foods’ 7 non-employee directors is $1,217,003. Two Treehouse Foods’ non-employee directors hold vested Company RSUs with an estimated aggregate value of $856,710, and those vested Company RSUs are subject to deferral elections that require payment when the directors terminate service with the Board.

Pursuant to the Merger Agreement, to the extent any bonus amounts under any cash bonus, sales and other incentive plans (which we refer to as the “Bonus Amounts”) of TreeHouse Foods and its subsidiaries with respect to a performance period completed on or prior to the Closing remain unpaid as of the Closing Date, Parent and TreeHouse Foods, as applicable, will cause all such amounts to be paid on the Closing Date. Further, pursuant to the Merger Agreement, the employees of TreeHouse Foods, including the executive officers, will receive a pro-rata payment of their annual incentive bonus for the performance period in which the Closing occurs, which we refer to as the “Pro-Rata Bonus,” and such Pro-Rata Bonus will be based on target level of performance and pro-rated for the portion of the applicable performance period completed prior to the Closing. Such Pro-Rata Bonus will be paid to TreeHouse Foods’ employees, including TreeHouse Foods’ executive officers at the time annual bonuses would have been paid absent the Merger, regardless of whether such individual remains employed at the time of such payment. For an estimate of the amounts that would be payable to each of TreeHouse Foods’ named executive officers in respect of their Pro-Rata Bonus, see the section entitled “—Quantification of Payments and Benefits to TreeHouse Foods’ Named Executive Officers” below. Assuming the Effective Time occurs on November 30, 2025, the estimated value in respect of the Pro-Rata Bonus for Steve Landry is $284,625.

TreeHouse Foods is party to an employment agreement with Steven Oakland dated as of March 2, 2018, which we refer to as the “Oakland Agreement.” Pursuant to the Oakland Agreement, if Mr. Oakland’s employment is terminated without “cause” or he resigns for “good reason” (which we refer to, collectively, as a “Qualifying Termination” for purposes of this section) within 24 months following the Closing, Mr. Oakland will receive, subject to the execution of a release of claims:

Upon a Qualifying Termination, Mr. Oakland also receives any earned but unpaid incentive compensation for services rendered in the calendar year prior to the year of termination and any accrued but unused vacation. The Oakland Agreement is subject to a “best net” cutback with respect to Section 280G of the Code, whereby, in the event that it is determined that any payment or benefit would constitute a “parachute payment” within the meaning of Section 280G of the Code, such payments and benefits may be reduced to the extent necessary so that no portion of the payment or benefit, as so reduced, is subject to excise tax under Section 4999 of the Code (provided that the payment of such reduced amount results in the receipt by the executive of a greater after-tax payment than if the payment was simply made to the executive in full) (such cutback we refer to as a “Section 280G Best Net Cutback”). Pursuant to the Merger Agreement, TreeHouse Foods is permitted to amend the Oakland Agreement to provide the benefits listed above in the event of a termination without cause or a resignation for good reason within 36 months following the Closing.

For purposes of the Oakland Agreement, “cause” generally means (1) Mr. Oakland’s conviction of a felony or the entering of a plea of nolo contendere to a felony charge, (2) Mr. Oakland’s gross neglect or willful and intentional gross misconduct in the performance of, or willful, substantial and continual refusal by Mr. Oakland in breach of the Oakland Agreement to perform, the duties, responsibilities or obligations assigned to him pursuant to the terms thereof, (3) any material breach by Mr. Oakland of the restrictive covenants contained in the Oakland Agreement, or (4) a material breach by Mr. Oakland of the code of ethics applicable to the Company’s employees. And, for purposes of the Oakland Agreement, “good reason” generally means (i) a reduction in Mr. Oakland’s annual base salary or target annual incentive compensation opportunity, (ii) the failure to elect or reelect Mr. Oakland to certain positions described in the Oakland Agreement (including as a director of the Board) or the removal of Mr. Oakland from any such position, (iii) a material reduction in Mr. Oakland’s duties and responsibilities or the assignment to Mr. Oakland of duties and responsibilities which are materially inconsistent with his duties or which materially impair Mr. Oakland’s ability to function in those certain positions described in the Oakland Agreement, (iv) a material breach of any material provision of the Oakland Agreement by the Company, or (v) the failure of the Company to obtain an assumption agreement from a purchaser, successor or assignee pursuant to the Oakland Agreement prior to the effectiveness of any succession referred to therein, unless such purchaser, successor or assignee is bound to perform the Oakland Agreement by operation of law.

For an estimate of the amounts that would be payable to Steven Oakland pursuant the Oakland Agreement upon a Qualifying Termination of employment that occurs immediately following the Effective Time, see the section entitled “—Quantification of Payments and Benefits to TreeHouse Foods’ Named Executive Officers” below.

Each of TreeHouse Foods’ current executive officers (other than Steven Oakland) is a participant in the TreeHouse Foods Executive Severance Plan, which we refer to as the “Executive Severance Plan.” In the event an executive officer is terminated without “cause” or resigns for “good reason” (which we refer to, collectively, as a “Qualifying Termination” for purposes of this section) within 24 months following the Closing, the executive will receive, subject to the execution of a release of claims:

Upon a Qualifying Termination, participants also receive any earned but unpaid incentive compensation for services rendered in the calendar year prior to the year of termination and any accrued but unused vacation. The Executive Severance Plan contains a Section 280G Best Net Cutback provision. Pursuant to the Merger Agreement TreeHouse Foods is permitted to amend the Executive Severance Plan to provide the benefits listed above in the event of a termination without cause or a resignation for good reason within 36 months following the Closing and to prohibit any amendment or termination of the Executive Severance Plan for 36 months after the Closing.

For purposes of the Executive Severance Plan, “cause” generally means, an executive officer’s (1) willful failure to perform substantially his or her duties; (2) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of TreeHouse Foods or an affiliate; (3) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (4) breach of any written covenant or agreement with TreeHouse Foods or an affiliate, any material written policy of TreeHouse Foods or an affiliate or any TreeHouse Foods’ or an affiliate’s “code of conduct,” including, without limitation, the TreeHouse Foods code of ethics, or (5) failure to cooperate with TreeHouse Foods or an affiliate in any internal investigation or administrative, regulatory or judicial proceeding. And, for purposes of the Executive Severance Plan, “good reason” generally means, the occurrence of any of the following events without the executive officer’s express written consent: (i) a material reduction by TreeHouse Foods of the executive officer’s annual compensation (including base salary, target incentive compensation opportunity, and the percentage of base salary from which the long-term incentive award is calculated), other than a reduction of no more than 10% approved by the Board that similarly applies to all executive officers of TreeHouse Foods or similarly situated executives, (ii) a change in the offices of the participant to a place that is more than 30 miles in distance from the executive officer’s current principal business office with the Company or (iii) the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform the obligations under the Executive Severance Plan in the same manner and to the same extent that the Company would be required to perform, except where such assumption occurs by operation of law. Additionally, following the Closing, “good reason” also includes a material reduction in the executive officer’s duties and responsibilities or the assignment to the executive officer of duties and responsibilities that are materially inconsistent with the executive officer’s duties or which materially impair the executive officer’s ability to function in his/her current position; and for the avoidance of doubt, any change in the executive officer’s reporting relationships and/or supervisors will not be considered “good reason” unless such reporting relationship and/or supervisor change is accompanied by the change in duties and responsibilities set forth above.

For estimates of the amounts that would be payable to TreeHouse Foods current named executive officers pursuant to the Executive Severance Plan upon a Qualifying Termination of employment that occurs immediately following the Effective Time, see the section entitled “—Quantification of Payments and Benefits to TreeHouse Foods’ Named Executive Officers” below. The estimated aggregate severance amount that would be payable to Steve Landry under the Executive Severance Plan if Steve Landry were to experience a Qualifying Termination immediately following the Effective Time (assuming the Effective Time occurs on November 30, 2025) is $1,528,374. The quantifications set forth in this paragraph are based upon compensation levels in effect as of the date of this proxy statement, and COBRA premiums in effect on November 30, 2025.

TreeHouse Foods sponsors the Executive Deferred Compensation Plan (which we refer to as the “Deferred Compensation Plan”), a non-qualified, unfunded deferred compensation plan which allows certain employees, including TreeHouse Foods’ executive officers, and non-employee directors to defer receipt of a portion of eligible salary or bonus payments and director fees on a tax deferred basis. Within 30 days following the Closing, the accounts of all participants in the Deferred Compensation Plan, including TreeHouse Foods’ executive officers and non-employee directors will be distributed in a lump sum. None of the TreeHouse Foods executive officers have deferred any amounts under the Deferred Compensation Plan and thus will not receive any payments from the

Deferred Compensation Plan. One non-employee director of TreeHouse Foods has deferred amounts under the Deferred Compensation Plan, and the estimated aggregate value that would be payable to that non-employee director at the Effective Time is $92,161, which is the balance of such non-employee director’s account as of November 21, 2025.

In addition to the payments and benefits above, under the terms of the Merger Agreement, TreeHouse Foods may take certain compensatory actions prior to the Effective Time that will affect TreeHouse Foods’ directors and executive officers, although determinations related to such actions have not been made as of the date of this proxy statement and the impact of such actions is not reflected in the amounts estimated above and in the section entitled “—Quantification of Payments and Benefits to TreeHouse Foods’ Named Executive Officers” below. Among other actions, TreeHouse Foods may in consultation with Parent, accelerate the vesting and payment of Company Equity Awards that would otherwise vest in the first quarter of 2026 and annual cash bonuses in respect of the 2025 fiscal year to mitigate potential “excess parachute payments” for “disqualified individuals” (each as defined in Section 280G of the Code), and, if Closing has not occurred by February 14, 2026, grant cash retention awards to the executive officers. No executive officer will be provided any gross-up payment, indemnification or reimbursement for any taxes imposed under Section 4999 of the Code.

For six years following the Effective Time, Parent must cause the Surviving Corporation and its subsidiaries, as applicable, to (1) maintain in effect provisions in their respective certificates of incorporation, bylaws or other organizational documents and, to the extent a form thereof has been made available to Parent, indemnification agreements in effect on the date of the Merger Agreement, with respect to indemnification or exculpation of, or advancement of expenses to, the present and former directors and officers of the Company or any of its subsidiaries (which we refer to as the “Indemnified Parties”) that are no less favorable to the Indemnified Parties than the provisions in TreeHouse Foods and its subsidiaries’ respective certificates of incorporation, bylaws and other organizational documents in effect on the date of the Merger Agreement providing for indemnification or exculpation of, or advancement of expenses to, the Indemnified Parties, with respect to acts or omissions occurring at or prior to the Effective Time (including in connection with the Merger Agreement, the transactions contemplated by the Merger Agreement and the process and other events giving rise thereto), which provisions will not be amended except as required by applicable law or to make changes permitted by applicable law that would enlarge the scope of the Indemnified Parties’ rights thereunder; and (2) honor in all respects their respective obligations to the Indemnified Parties as set forth in the respective certificates of incorporation, bylaws or other organizational documents of the Surviving Corporation and its subsidiaries and, to the extent a form thereof has been made available to Parent, any indemnification agreements in effect on the date of the Merger Agreement, as applicable.

In addition, prior to the Effective Time and in reasonable consultation with Parent, TreeHouse Foods may, or, at Parent’s request, TreeHouse Foods will, obtain and fully pay the cost of noncancellable “tail” insurance for the extension of TreeHouse Foods’ directors’ and officers’ liability, fiduciary liability and employment practices liability insurance policies in effect as of immediately prior to the Effective Time, in each case, covering the Surviving Corporation, its subsidiaries, the Indemnified Parties and the other insureds under such existing policies as of immediately prior to the Effective Time with terms and conditions that are at least as favorable to the insureds thereunder as such existing policies as of immediately prior to the Effective Time, with respect to acts, omissions or other matters that existed or occurred at or prior to the Effective Time (including in connection with the Merger Agreement, the transactions contemplated by the Merger Agreement and the process and other events giving rise thereto) From and after the Closing, TreeHouse Foods must, consistent with the Form of CVR Agreement, maintain customary insurance for the benefit of the CVR committee members.

The table below entitled “Golden Parachute Compensation,” along with its footnotes, shows the compensation that may be paid or may become payable in connection with, or following, the Effective Time to TreeHouse Foods’ named executive officers identified in TreeHouse Foods’ most recent proxy statement, filed in connection with TreeHouse Foods’ 2025 annual meeting of its stockholders, as required by Item 402(t) of Regulation S-K, which compensation is subject to an advisory vote of TreeHouse Foods’ stockholders, as described below.

This includes TreeHouse Foods’ principal executive officer, principal financial officer, the three other most highly compensated executive officers who were serving as executive officers as of the end of TreeHouse Foods’ 2024 fiscal year, and one additional individual who would have been among such three most highly compensated executive officers but for the fact that he was no longer serving as an executive officer at fiscal year-end. For purposes of the below disclosure, we refer to the named executive officers who are employed with TreeHouse Foods as of the date of this proxy statement as the “current named executive officers.”

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below, and do not reflect certain compensation actions that may occur before the Effective Time and, as a result, the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below.

The amounts indicated below do not attempt to quantify any reduction that may be required as a result of the Code Section 280G “best net” cutback as described above under “—Steve Oakland Employment Agreement” and “—Executive Severance Plan;” therefore, actual payments to the named executive officers could be less than the amounts indicated below.

For purposes of calculating the amounts indicated in the table below, unless otherwise noted, we have assumed:

For a narrative description of the terms and conditions applicable to the payments quantified in the table below, see the sections titled “—Treatment of TreeHouse Foods Equity Awards,” “—Steven Oakland Employment Agreement,” “—Executive Severance Plan,” “— Bonus Payments” and “—Deferral Plans” above.

We anticipate that the total funds needed to complete the Merger (including the funds necessary to pay the Merger Consideration, to repay or refinance any indebtedness required to be repaid or refinanced as a result of the Merger and to pay any other amount required or payable by Parent and Merger Sub under the Merger Agreement), which would be approximately $3.032 billion, will be funded through a combination of the following:

The consummation of the Merger is not conditioned upon Parent or Merger Sub obtaining the proceeds of any financing.

In connection with the Merger, Parent and Merger Sub have obtained a commitment letter, dated November 9, 2025, which we refer to as the “Equity Commitment Letter,” from Investindustrial VIII S.C.Sp. (acting through its portfolio manager, Investindustrial Advisors Limited), who we refer to as the “Equity Commitment Party,” has committed to make available, directly or indirectly, (1) at the Closing, a sum of up to $1,093,000,000 to fund the Merger Consideration, which we refer to as the “Equity Financing,” and (2) up to $91,500,000 to fund the Parent Termination Fee, if payable, which we refer to as the “Termination Fee Commitment” and certain costs of Parent payable to the Company, if any, which we refer to as the “Costs Commitment.”

The obligation to fund the Equity Financing, the Termination Fee Commitment and the Costs Commitment are subject to the terms, conditions and limitations set forth in the Equity Commitment Letter, which includes, with respect to the Equity Financing: (1) the satisfaction, or valid waiver by Parent and Merger Sub, at or prior to the Closing, of each of the conditions to Parent and Merger Sub’s obligations to consummate the Merger (other than those which, by their nature, are to be satisfied at the Closing, but subject to such satisfaction), (2) the substantially contemporaneous consummation of the Closing in accordance with the terms of the Merger Agreement, and (3) the satisfaction or valid waiver on or before the Closing of each of the conditions to funding the Debt Financing (as defined below), other than the funding of the Equity Financing.

The obligation of the Equity Commitment Party to fund the Equity Financing will terminate automatically upon the earliest to occur of (1) the consummation of the Closing, (2) the valid termination of the Merger Agreement in accordance with its terms, (3) the funding of the Equity Financing or the Termination Fee Commitment (if applicable), and (4) the Company or any of its representatives or affiliates asserting certain legal claims as specified in the Equity Commitment Letter.

The obligation of the Equity Commitment Party to fund the Termination Fee Commitment and/or the Costs Commitment will terminate automatically upon the earliest to occur of (1) the consummation of the Closing, (2) the valid termination of the Merger Agreement in accordance with its terms (other than a termination in which the Termination Fee Commitment or the Costs Commitment is required to be funded), (3) the funding of the Termination Fee Commitment and Costs Commitment (capped at $91,500,000), and (4) if the Merger Agreement has been terminated in a situation in which the Termination Fee Commitment or Costs Commitment is required to be funded, the Company or any of its representatives or affiliates asserting certain legal claims as specified in the Equity Commitment Letter.

The Company is an express third-party beneficiary of the right granted to Parent and Merger Sub to specific performance under the Equity Commitment Letter and is entitled to enforce Parent and Merger Sub’s rights under the Equity Commitment Letter and ,to the extent the Company is entitled to specific performance of Parent and Merger Sub’s obligation to cause the equity financing to be funded pursuant to the Merger Agreement, the Company may cause Parent to cause the Equity Commitment Party to fund the Equity Financing, subject to the terms of the Equity Commitment Letter.

In connection with the Merger, Parent and Merger Sub have obtained a commitment letter, dated November 9, 2025, which we refer to as the “Debt Commitment Letter,” from Royal Bank of Canada, RBC Capital Markets, LLC, KKR Corporate Lending LLC, KKR Capital Markets LLC, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch and Deutsche Bank AG Cayman Islands Branch, together with any other parties that join the Debt Commitment Letter as a commitment party, who we collectively refer to as the “Debt Commitment Parties,” to provide, severally but not jointly, upon the terms and conditions set forth in the Debt Commitment Letter, debt financing on the Closing Date in an aggregate amount of $2.2 billion, consisting of a $1.250 billion term loan facility, a $550 million bridge facility and up to $400 million under an asset-based revolving credit facility, which we collectively refer to as the “Debt Financing.” In lieu of some or all of the bridge facility, (and, in certain circumstances, in lieu of a portion of the term loan facility), Merger Sub may enter into, in accordance with the terms and provisions of the Debt Commitment Letter and the fee letter executed in connection therewith, other debt financing (which may be secured and may be in the form of debt securities in a Rule 144A or other private placement).

The proceeds of the Debt Financing will be used (1) to pay the Merger Consideration, (2) to repay in full all outstanding indebtedness of the Company and its subsidiaries under the Company’s existing credit facility and existing senior notes, which we refer to as the “Refinancing,” and (3) to pay the fees, costs, premiums and expenses related to the Merger and the Refinancing.

The obligations of the Debt Commitment Parties to provide the Debt Financing under the Debt Commitment Letter are subject to a number of conditions, including:

The obligations of the respective Debt Commitment Parties to provide the Debt Financing under the Debt Commitment Letter will terminate at the earlier of (1) five business days after the “Outside Date” (as defined in the Merger Agreement), (2) the date on which the Merger Agreement is terminated (other than with respect to ongoing indemnities, confidentiality provisions and similar provisions) in accordance with its terms in the event the Merger is not consummated, and (3) the consummation of the Merger without the use of the applicable debt facilities.

Parent and Merger Sub are required under the Merger Agreement to use reasonable best efforts to take all actions and do all things necessary, proper or advisable to obtain and consummate the Debt Financing on the terms and conditions contemplated by the Debt Commitment Letter. In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions of the Debt Commitment Letter (other than in certain specified circumstances), Parent and Merger Sub will use its reasonable best efforts to (1) obtain alternative debt financing sufficient to pay in cash all amounts required to be paid in connection with the transactions contemplated by the Merger Agreement (after taking into account the portion of the Debt Financing that is and remains available and the Equity Financing) and (2) obtain new financing commitment letters that would provide for debt financing (i) on terms no less favorable to Parent and Merger Sub than those contemplated in the Debt Commitment Letter, (ii) that do not involve (or expand upon) any conditions to funding of the Debt Financing that are not contained in the Debt Commitment Letter, and (iii) that would not reasonably be expected to materially delay or prevent or make less likely to occur the funding of the Debt Financing at the Closing. The documentation governing the Debt Financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this proxy statement.

The following discussion is a summary of U.S. federal income tax consequences generally applicable to U.S. holders and Non-U.S. holders (each as defined below) whose Company shares are converted into the right to receive cash and CVRs in the Merger. This summary deals only with U.S. holders and Non-U.S. holders holding shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This summary is based on current provisions of the Code, existing, proposed and temporary, Treasury regulations thereunder, and administrative and judicial interpretations thereof, each as in effect as of the date hereof and all of which are subject to change or differing interpretations, possibly with retroactive effect. This summary does not address all aspects of U.S. federal income taxation which may be relevant to particular U.S. holders or Non-U.S. holders in light of their individual circumstances, such as stockholders subject to special tax rules including:

This discussion is for general information only and does not purport to be a comprehensive analysis or description of all potential U.S. federal income tax consequences of the Merger. In particular, this discussion does not address any

U.S. federal tax consequences other than U.S. federal income tax consequences (including any U.S. federal estate, gift, alternative minimum tax, the additional 3.8% tax on certain net investment income that may be imposed under the Code, or any other form of federal non-income taxation) or any state, local, or non-U.S. tax consequences. We have not sought, and do not intend to seek, any ruling from the IRS or opinion of counsel with respect to the tax treatment of the Merger or the receipt of the Merger Consideration or the tax treatment of the CVRs or payments (if any) thereunder, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation. You should consult your tax advisor with respect to the particular U.S. federal, state and local or foreign tax consequences of the Merger and the receipt of, and payments made (if any) with respect to, CVRs to you.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) exchanges Company shares for cash and CVRs in the Merger, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership that holds shares, you should consult your tax advisor regarding the tax consequences to you of the Merger in light of your particular circumstances.

For purposes of this summary, a “U.S. holder” is a beneficial owner of Company shares who or that is, for U.S. federal income tax purposes:

The exchange of TreeHouse Foods common stock for the Merger Consideration will be a taxable transaction for U.S. federal income tax purposes. The amount of gain or loss a U.S. holder recognizes, and the timing and character of such gain or loss, depends in part on the U.S. federal income tax treatment of the CVRs, with respect to which there is substantial uncertainty.

The receipt of the Merger Consideration, which consists of cash and CVRs, may be treated as either an “open transaction” or a “closed transaction” for U.S. federal income tax purposes. The installment method of reporting gain attributable to payments on a CVR (if any) will generally not be available with respect to the disposition of TreeHouse Foods common stock pursuant to the Merger because such stock is traded on an established securities market.

Pursuant to U.S. Treasury regulations addressing contingent payment obligations analogous to the CVRs, if the fair market value of the CVRs is “reasonably ascertainable,” a U.S. holder should treat the transaction as a “closed transaction” and include the fair market value of the CVRs as part of the amount realized in the Merger for purposes of determining gain or loss. On the other hand, if the fair market value of the CVRs cannot be reasonably ascertained, a U.S. holder may treat the transaction as an “open transaction” for purposes of determining gain or loss. These U.S. Treasury regulations state that only in “rare and extraordinary” cases would the value of contingent payment obligations not be reasonably ascertainable. The CVRs also may be treated as contract rights, debt instruments, or deferred payment contract rights for U.S. federal income tax purposes, which would affect the amount, timing, and character of any gain, income, or loss with respect to the CVRs. We cannot express a definitive conclusion as to the U.S. federal income tax treatment of the receipt of the CVRs or the receipt of any payment pursuant to the CVRs. Based on the specific characteristics of the CVRs, we intend to treat the receipt of the Merger Consideration as a closed transaction and payments received (if any) pursuant to the CVRs (except to the extent of

any imputed interest, as described below) as amounts realized on the disposition (or partial disposition) of the CVRs, and except as otherwise indicated, the remainder of this summary assumes such treatment. We cannot give any assurance that the IRS would not assert, or that a court would not sustain, a position contrary to this treatment. In such event, the tax consequences of the receipt of CVRs and/or payments with respect to the CVRs (if any) could differ materially from those summarized below (including, potentially, a portion or all of payments made (if any) with respect to the CVRs giving rise to ordinary income, rather than capital gain). No opinion of counsel or ruling from the IRS has been or will be sought regarding the tax treatment of the CVRs.

You should consult your tax advisor with respect to the proper treatment and characterization of the receipt of, and payments made with respect to, the CVRs.

As noted above, we intend to treat the receipt of the Merger Consideration as a closed transaction. Accordingly, a U.S. holder will generally recognize capital gain or loss on the receipt of the Merger Consideration in exchange for its Company shares equal to the difference, if any, between (1) the amount of cash and the fair market value as of the date of the consummation of the Merger of the CVRs received pursuant to the Merger and (2) such U.S. holder’s adjusted tax basis in the Company shares converted into the right to receive the cash and CVRs in the Merger. Gain or loss will be determined separately for each identifiable block of Company shares (i.e., Company shares acquired at the same cost in a single transaction) surrendered in exchange for the Merger Consideration. Any such gain or loss will generally be capital gain or loss and will be long-term with respect to Company shares in which the U.S. holder has a holding period longer than one year as of the date of the consummation of the Merger. There are limitations on the deductibility of capital losses.

A U.S. holder’s initial tax basis in the CVRs will equal the fair market value of the CVRs on the date of the consummation of the Merger. There is no express guidance under current U.S. federal income tax law regarding the proper method for determining the fair market value of the CVRs, but it is possible that the trading price of a share of TreeHouse Foods common stock would be considered, possibly along with other factors in making that determination. The holding period of the CVRs will generally begin on the day following the date of the consummation of the Merger.

The Company intends to provide the paying agent with its determination of the fair market value of the CVRs or otherwise use commercially reasonable efforts to make its determination available to U.S. holders. The Company’s determination of the fair market value of the CVRs is not binding on the IRS.

The U.S. federal income tax treatment of receiving future payments on the CVRs is not clear. There is no authority directly addressing the treatment of contingent payment rights similar to the CVR payments (if any). A portion of any CVR payments may be treated as imputed interest under Section 483 of the Code, as discussed further under “—Imputed Interest under Section 483.” To the extent not treated as imputed interest under Section 483 of the Code, CVR payments may be treated under one of a number of alternative approaches. Under one approach, any such payments may be treated as a nontaxable return of capital and reduce a U.S. holder’s tax basis in its CVRs until such basis has been reduced to zero, and any future payments would be taxable in full. Alternatively, it is possible that a portion of each such payment might be considered taxable income, with the remaining portion reducing a U.S. holder’s tax basis in its CVRs until such basis has been reduced to zero, after which any future payments would be taxable in full. A U.S. holder would generally be entitled to a loss if, at the time it is determined that there will be no more CVR payments, such U.S. holder has any remaining tax basis in the CVRs. It is not clear whether the taxable payments (if any) described in this paragraph would be characterized as capital gain or ordinary income, but it is likely that any loss would be a capital loss.

Based on specific characteristics of the CVRs, we intend to treat any payment received by a U.S. holder in respect of such CVRs (except to the extent any portion of such payment is required to be treated as imputed interest, as described below) as amounts realized on the disposition (or partial disposition) of the CVRs by the U.S. holder. Assuming that this method of reporting is respected by the IRS, a U.S. holder is expected to recognize gain or loss equal to the difference between such payment (less any portion of such payment required to be treated as imputed interest, as described below) and the U.S. holder’s adjusted tax basis in the CVR (or portion thereof). The gain or

loss would be long-term capital gain or loss if the U.S. holder has held the CVR for more than one year at the time of such payment. Although not entirely free from doubt, it is anticipated that a U.S. holder would recognize loss to the extent of any remaining basis in the CVRs after the expiration of any right to payments under such U.S. holder’s CVRs. The deductibility of capital losses is subject to limitations.

Due to the legal and factual uncertainty regarding the valuation and tax treatment of the CVRs, you should consult your tax advisor concerning the tax consequences of the receipt of, and payments made with respect to, the CVRs.

If, contrary to the Company’s position, the receipt of the Merger Consideration is treated as an “open transaction,” the CVRs will not be treated as additional consideration for the TreeHouse Foods common stock at the time the CVRs are received and the CVRs will not be taken into account in determining the U.S. holder’s taxable gain upon receipt of the initial cash consideration. Instead, a U.S. holder will generally recognize capital gain on receipt of the Merger Consideration in exchange for its Company shares in an amount equal to the excess, if any, of (1) the amount of cash received over (2) such U.S. holder’s adjusted tax basis in the Company shares converted into the right to receive the cash and CVRs in the Merger. Gain recognized in the transaction must be determined separately for each identifiable block of Company shares converted pursuant to the Merger (i.e., Company shares acquired at the same cost in a single transaction). Any such gain will generally be capital gain and will be long-term capital gain if the Company shares were held for more than one year prior to such disposition. No loss would be recognized by a U.S. holder as of the date of the consummation of the Merger.

If, contrary to the Company’s position, the receipt of the Merger Consideration is treated as an “open transaction” for U.S. federal income tax purposes, a U.S. holder will take no tax basis in the CVRs upon receipt, but would be subject to tax on future payments on the CVRs as discussed below.

If, contrary to the Company’s position, the receipt of the Merger Consideration is treated as an “open transaction,” a portion of any future payments on the CVRs would generally be treated as interest income under Section 483 of the Code (as described below) and the balance, in general, as additional consideration for the disposition of the Company shares. The treatment of the portion of any CVR payments not treated as interest under Section 483 of the Code will depend on whether or not the amount of cash received by the U.S. holder in the Merger is less than the U.S. holder’s tax basis in its Company shares. If the cash received by the U.S. holder in the Merger is equal to or greater than a U.S. holder’s tax basis in its Company shares, then all payments received or accrued on the CVRs (if any) would be taxable in accordance with such U.S. holder’s regular method of accounting. If the cash received in the Merger is less than a U.S. holder’s tax basis in the Company shares, then payments received or accrued (if any) on the CVRs (to the extent not treated as interest under Section 483 of the Code, as discussed below) would not be taxable until the total payments (if any) such U.S. holder received or accrued (including those in the Merger) are equal to such U.S. holder’s tax basis in the Company shares, and all subsequent payments on the CVRs (if any) would be taxable. It is likely that all CVR payments (if any) that are taxable under this paragraph would be taxable as capital gain to the extent not treated as ordinary interest income under Section 483 of the Code (as discussed below), and such gain would be long term capital gain if the U.S. holder’s holding period for the Company shares as of the date of the consummation of the Merger is more than one year. At the time that it is determined that no additional CVR payments will be made, a U.S. holder would generally be entitled to a capital loss equal to any excess of such holder’s tax basis in the Company shares over the sum of (1) the cash such holder received as of the date of the consummation of the Merger and (2) any CVR payments that such U.S. holder received (to the extent not treated as interest under Section 483 of the Code, as discussed below). Gain or loss will generally be determined separately for each identifiable block of Company shares converted pursuant to the Merger (i.e., Company shares acquired at the same cost in a single transaction).

Under either “open transaction” or “closed transaction” treatment, a CVR payment may be treated as a payment under a contract for the sale or exchange of the Company shares to which Section 483 of the Code applies if at least one payment is due more than one year after the consummation of the Merger. If Section 483 of the Code applies, a portion of any CVR payment that is due more than six months after the consummation of the Merger will be treated

as interest and subject to U.S. federal income tax as ordinary income. The interest amount will equal the excess of the amount received over its present value at the consummation of the Merger, calculated using the relevant applicable federal rate as the discount rate. A U.S. holder of a CVR must include in its gross income interest pursuant to Section 483 of the Code using such U.S. holder’s regular method of accounting (such amount being taken into account when paid, in the case of a cash method holder, and when fixed, in the case of an accrual method holder). The portion of the CVR payment that is not treated as interest under Section 483 of the Code will generally be taxed either as ordinary income or as gain or loss from the sale of a capital asset, as discussed above.

For purposes of this summary, a “Non-U.S. holder” is a beneficial owner of Company shares that is not a U.S. holder and is not a partnership or other entity classified as a partnership for U.S. federal income tax purposes (or any other entity that is treated as a disregarded entity for U.S. federal income tax purposes).

Gain recognized by a Non-U.S. holder on the receipt of the Merger Consideration in exchange for its Company shares will not be subject to U.S. federal income tax unless:

Generally, if payments are made to a Non-U.S. holder with respect to a CVR, such Non-U.S. holder may be subject to withholding at a rate of 30% (or a lower applicable treaty rate) on the portion of any such payments treated as imputed interest (as discussed above), or possibly the entire CVR payment depending on the U.S. federal income tax treatment of the CVRs, unless such non-U.S. holder establishes its entitlement to an exemption from or a reduced rate of withholding under an applicable tax treaty by providing the appropriate documentation (generally, an IRS Form W-8BEN or IRS Form W-8BEN-E or other applicable IRS Form W-8) to the applicable withholding agents. Payments made to a Non-U.S. holder with respect to a CVR, including amounts treated as imputed interest that are effectively connected with a Non-U.S. holder’s conduct of a trade or business in the United States and, if required by an applicable income tax treaty, are attributable to a permanent establishment in the United States, are generally taxed in the manner applicable to U.S. holders, as described above. In such cases, the Non-U.S. holder will not be subject to withholding as long as such Non-U.S. holder complies with applicable certification and disclosure requirements. In addition, imputed interest received by a non-U.S. corporation that is effectively connected with the conduct of a trade or business in the United States may be subject to a branch profits tax at a rate of 30% (or a lower applicable treaty rate).

The Company intends to take the position that the portion of the CVR payments (if any) to Non-U.S. holders that are treated as capital gains are not subject to U.S. withholding tax (other than backup and FATCA withholding, as discussed below). Non-U.S. holders should consult their tax advisors regarding the potential application of U.S. withholding tax with respect to the CVR payments (if any).

A Non-U.S. holder may be subject to backup withholding on the receipt of the cash and CVRs and CVR payments (if any), unless the Non-U.S. holder certifies under penalties of perjury on an appropriate IRS Form W-8 that such Non-U.S. holder is not a United States person or the Non-U.S. holder otherwise establishes an exemption from backup withholding in a manner satisfactory to the paying agent. In addition, under the Code, the Company may be required to annually report to the IRS and to each Non-U.S. holder the amount of the Merger Consideration and CVR payments (if any) paid to such Non-U.S. holder, regardless of whether any tax was actually withheld. Copies of the information returns reporting the Merger Consideration and such CVR payments (if any) and the amount withheld (if any) may also be made available to the tax authorities in the country in which the Non-U.S. holder resides under the provisions of an applicable treaty.

Backup withholding is not an additional tax. To the extent that any amounts withheld under the backup withholding tax rules from a payment to a U.S. holder or Non-U.S. holder result in an overpayment of tax, the amount of such overpayment may be refunded or allowed as a credit against that holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

In certain circumstances, legislation commonly known as the Foreign Account Tax Compliance Act, which we refer to as “FATCA,” imposes a withholding tax of 30% on U.S.-source interest and dividend income held by or through certain non-U.S. financial institutions (including investment funds), unless such institution (1) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons or by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (2) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. Similarly, interest and dividends payable on from the disposition of property of a type that can produce U.S.-source interest and dividend income received by a Company stockholder that is a non-financial non-U.S. entity that does not qualify under certain exemptions will generally be subject to withholding at a tax rate of 30%, unless such entity either (i) certifies that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which the payor will generally be required to provide to the IRS. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which the Company shares or CVRs are held will affect the determination of whether such withholding is required. Holders should consult their tax advisors regarding the possible implications of the FATCA rules in their particular situations.

THE FOREGOING DISCUSSION DOES NOT PURPORT TO BE A COMPLETE DISCUSSION OF THE POTENTIAL TAX CONSEQUENCES OF THE MERGER OR THE RECEIPT OF THE MERGER CONSIDERATION, INCLUDING THE RECEIPT OF, AND PAYMENTS MADE (IF ANY) WITH RESPECT TO, CVRS. HOLDERS OF COMPANY SHARES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME, ESTATE, GIFT AND OTHER TAX LAWS IN THEIR PARTICULAR CIRCUMSTANCES. NOTHING IN THIS DISCUSSION IS INTENDED TO BE, OR SHOULD BE CONSTRUED AS, TAX ADVICE.

Under the Merger Agreement, the Merger cannot be completed until the waiting period applicable to the consummation of the Merger under the HSR Act has expired or been terminated and the approval required under the Competition Act filing in Canada has been obtained.

TreeHouse Foods and Parent filed their respective HSR Act notifications on December 11, 2025. The HSR Act waiting period expires on January 12, 2026.

TreeHouse Foods and Parent filed their respective Canadian Competition Act notifications on December 15, 2025.

TreeHouse Foods and Parent will (1) promptly, but in no event later than (i) 25 business days after the date of the Merger Agreement, make their respective filings under the HSR Act and (ii) as soon as practicable after the date of the Merger Agreement (or such earlier time as may be required by applicable law), make their respective filings with respect to Canadian antitrust laws, and thereafter make any other required submissions thereunder. TreeHouse Foods and Parent have also agreed to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by the Merger Agreement, subject to certain limitations described in the section “The Merger Agreement –– Other Covenants and Agreements — Efforts to Complete the Merger; Regulatory Approvals.”

If the Merger is completed, TreeHouse Foods, as the entity surviving the Merger, will use its reasonable best efforts to cause TreeHouse Foods’ common stock to be delisted from the NYSE as promptly as practicable after the

Effective Time, and deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act,” as promptly as practicable after such delisting.

Except as otherwise provided in the Merger Agreement, whether or not the Merger is consummated, all expenses incurred in connection with the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement will be paid by the party incurring or required to incur such expenses.

In addition to any other remedy that may be available to any of the parties, including monetary damages, each of TreeHouse Foods, Parent and Merger Sub is entitled to seek an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement.

The Board unanimously recommends a vote “FOR” the Merger Proposal.

For the Company to complete the Merger, Company stockholders holding a majority of the voting power of the shares of TreeHouse Foods common stock outstanding as of the close of business on the record date and entitled to vote thereon must vote “FOR” the Merger Proposal. A failure to vote your shares of TreeHouse Foods common stock or an abstention from voting will have the same effect as a vote “AGAINST” the Merger Proposal.

Below is a summary of the material provisions of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read carefully the Merger Agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The following summary of the Merger Agreement, and the copy of the Merger Agreement attached as Annex A to this proxy statement, are intended to provide information regarding the terms of the Merger Agreement and are not intended to provide any factual information about TreeHouse Foods, Parent, Merger Sub or their respective affiliates or to modify or supplement any factual disclosures about TreeHouse Foods in its public reports filed with the SEC. The Merger Agreement contains representations, warranties and covenants of TreeHouse Foods, Parent and Merger Sub that were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in TreeHouse Foods’ public disclosures. Investors are not third-party beneficiaries under the Merger Agreement.

Additional information about TreeHouse Foods may be found elsewhere in this proxy statement and TreeHouse Foods’ other public filings. See “Where You Can Find Additional Information.”

The Merger Agreement provides that, upon the terms and conditions set forth in the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into TreeHouse Foods, with TreeHouse Foods surviving the Merger. At the Effective Time, all property, rights, privileges, powers and franchises of TreeHouse Foods and Merger Sub will vest in the Surviving Corporation, and all debts, liabilities and duties of each of TreeHouse Foods and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation. As of the Effective Time, TreeHouse Foods’ common stock will no longer be traded and TreeHouse Foods, as the entity surviving the Merger, will use its reasonable best efforts to cause TreeHouse Foods’ common stock to be delisted from the NYSE as promptly as practicable after the Effective Time and deregistered under the Exchange Act as promptly as practicable after such delisting.

Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Surviving Corporation will be in the form attached to the Merger Agreement as Exhibit B and the bylaws of Merger Sub as in effect immediately prior to the Effective Time will become the bylaws of the Surviving Corporation, in each case, until thereafter amended as provided therein and in accordance with the DGCL.

Pursuant to the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time will be the initial directors of the Surviving Corporation, and the officers of TreeHouse Foods immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, each to hold office until his or her respective successor is duly elected or appointed and qualified, or his or her earlier death, resignation or removal, in accordance with the Surviving Corporation’s certificate of incorporation and bylaws and the DGCL.

The Closing will take place at 10:00 a.m. Eastern Time remotely by electronic exchange of documents no later than the fifth business day following the satisfaction or waiver of the conditions to closing set forth in the Merger Agreement, unless another time, date or place is mutually agreed to in writing by the parties except that, the marketing period has not ended as of such date, the Closing will occur on the earlier of (a) a date specified by Parent

on no fewer than three business days’ notice to TreeHouse Foods and (b) the third business day following the last day of the marketing period, in each case, subject to the satisfaction or waiver of the conditions to closing set forth in the Merger Agreement (and provided that, without Parent’s prior written consent, the Closing will not occur before January 31, 2026).

The marketing period is the first 15 consecutive business days following the date of the Merger Agreement throughout which (1) Parent has certain required financial information from TreeHouse Foods, (2) such required financial information is compliant with various principles set forth in the Merger Agreement, and (3) the waiting period under the HSR Act has expired or been terminated and Canada antitrust approval has been obtained (and no condition exists that would cause the conditions to closing to Parent’s and Merger Sub’s obligations to consummate the Merger to fail to be satisfied if the Closing were to be scheduled during such 15 consecutive business day period), subject to certain customary “blackout” dates.

On the Closing Date, TreeHouse Foods and Parent will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The merger will become effective at such time as the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by TreeHouse Foods and Parent prior to such filing.

At the Effective Time, each share of TreeHouse Foods common stock issued and outstanding immediately prior to the Effective Time (other than (1) shares of TreeHouse Foods common stock to be canceled and retired in accordance with the Merger Agreement and (2) dissenting shares) will be converted automatically into (1) an amount in cash equal to $22.50, without interest (which we refer to as the “Per Share Amount”) and (2) one CVR, subject to and in accordance with the CVR Agreement. All such shares of TreeHouse Foods common stock will cease to be outstanding and will automatically be canceled and will cease to exist and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the Merger Agreement.

Each share of TreeHouse Foods common stock that is owned by TreeHouse Foods as a treasury share or that is owned by Parent, Merger Sub or any subsidiary of TreeHouse Foods, Parent or Merger Sub immediately prior to the Effective Time will be canceled and will cease to exist, and no consideration will be delivered in exchange thereby.

At the Effective Time, each share, par value $0.001 per share, of Merger Sub common stock issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation, and such shares will constitute the only issued and outstanding shares of the Surviving Corporation.

Each Company Option that is outstanding and unexercised immediately prior to the Effective Time, to the extent unvested, will accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time, and will be cancelled and converted into the right to receive (1) a cash payment in an amount equal to the product of (i) the total number of shares of TreeHouse Foods common stock subject to such Company Option as of immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (A) $22.50 over (B) the exercise price per share of TreeHouse Foods common stock applicable to such Company Option and (2) one CVR for each share of TreeHouse Foods common stock subject to such Company Option as of immediately prior to the Effective Time, 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. Company Options with a per-share exercise price for TreeHouse Foods common stock equal to or greater than $22.50 will be cancelled without consideration.

Each Company RSU that is outstanding as of immediately prior to the Effective Time will, to the extent unvested, become fully vested effective immediately prior to, and contingent upon, the Effective Time, and at the Effective Time, each then-outstanding Company RSU will be cancelled 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 TreeHouse Foods common stock

underlying such Company RSU, multiplied by $22.50 and (2) one CVR for each share of TreeHouse Foods common stock underlying such Company 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.

Each Company PSU that is outstanding immediately prior to the Effective Time, to the extent unvested, will become fully vested effective immediately prior to, and contingent upon, the Effective Time, in the number of shares of TreeHouse Foods common stock subject to the Company PSU assuming that 130% of target level of performance has been achieved (as determined pursuant to the terms of the applicable grant agreement and in each case, subject to pro-ration with respect to holders of Company PSUs that experienced certain terminations of employment prior to the Effective Time (to the extent provided under the applicable grant agreement)), and such vested portion of the Company PSUs will be canceled and converted into the right to receive (1) a cash payment in an amount equal to the product of the number of shares of TreeHouse Foods common stock underlying such Company PSU, multiplied by $22.50 and (2) one CVR for each share of TreeHouse Foods common stock underlying such Company PSU, 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. Any unvested portion of the Company PSUs will be canceled without any cash payment or other consideration at the Effective Time.

Prior to the Effective Time, Parent will appoint a U.S. bank or trust company reasonably acceptable to TreeHouse Foods to act as the paying agent (the “Paying Agent”). Prior to the Effective Time, Parent will deposit (or cause to be deposited) with the Paying Agent cash in an amount sufficient to pay the aggregate per share amount to which holders of shares of TreeHouse Foods common stock will be entitled at the Effective Time.

Promptly after the Effective Time (and in any event no later than three business days after the Effective Time), Parent will direct the Paying Agent to send to each record holder of shares of TreeHouse Foods common stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration a letter of transmittal in a form mutually agreed by Parent, TreeHouse Foods and the Paying Agent.

Upon (1) delivery of a Letter of Transmittal and surrender of stock certificates (or affidavits of loss and other requested documents in lieu thereof) or (2) transfer of book-entry shares not held through DTC by book receipt of an “agent’s message” in customary form by the Paying Agent in connection with the surrender of book-entry shares (or such other reasonable evidence, if any, of surrender with respect to such book-entry shares as the Paying Agent may reasonably request), the holder thereof will be entitled to receive in exchange thereof, the Merger Consideration.

At any time following the first anniversary of the Closing Date, the Surviving Corporation will be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which have not been disbursed to holders of shares of TreeHouse Foods common stock, and thereafter holders who have not previously complied with the exchange and payment procedures described in the Merger Agreement will be entitled to look only to Parent and the Surviving Corporation for, and to Parent and the Surviving Corporation will remain liable for, payment of their claims for Merger Consideration pursuant to the terms of the Merger Agreement.

The Merger Agreement contains representations and warranties of TreeHouse Foods, Parent and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by TreeHouse Foods are qualified as to materiality or a “Company Material Adverse Effect.”

For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any development, fact, change, event, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to (1) prevent, materially delay or impede the ability of TreeHouse Foods to consummate the transactions contemplated by the Merger Agreement or (2) have a materially adverse effect on the business, financial condition or results of operations of TreeHouse Foods and its subsidiaries, taken as a whole, subject, in the case of clause (2), to certain exceptions.

Subject to certain exceptions in the Merger Agreement, in the disclosure letter delivered by TreeHouse Foods to Parent in connection with the Merger Agreement and in TreeHouse Foods’ public filings with the SEC on or since January 1, 2023, the Merger Agreement contains representations and warranties of TreeHouse Foods as to, among other things:

Some of the representations and warranties in the Merger Agreement made by Parent and Merger Sub are qualified as to materiality or a “Parent Material Adverse Effect.”

For purposes of the Merger Agreement, “Parent Material Adverse Effect” means any development, fact, change, event, effect, occurrence or circumstance that would, individually or when considered together with all other facts, circumstances or changes, reasonably be expected to prevent, materially delay or impede the ability of Parent or Merger Sub to consummate the transactions contemplated by the Merger Agreement or any financing contemplated thereby or in respect thereof.

Subject to certain exceptions in the Merger Agreement, the Merger Agreement contains representations and warranties of Parent and Merger Sub as to, among other things:

The Merger Agreement provides that, during the period commencing on date of the Merger Agreement and ending on the earlier of the Effective Time and the termination of the Merger Agreement (which we refer to as the “Pre-Closing Period”), except (1) as required, permitted or otherwise expressly contemplated under the Merger Agreement or the other transaction documents or as required by applicable law, (2) with the written consent of Parent (which consent will not be unreasonably withheld or conditioned), or (3) as set forth in the Company disclosure letter, the Company will, and will cause each of its subsidiaries to, conduct its and each of its subsidiaries’ business and operations in the ordinary course in all material respects and comply with all applicable laws, and to use commercially reasonable efforts to preserve the goodwill, business relationships and business organization of the Company and its subsidiaries.

During the Pre-Closing Period, except (1) as required, permitted or otherwise expressly contemplated under the Merger Agreement or the other transaction documents or as required by applicable law, (2) with the written consent of Parent (which consent will not be unreasonably withheld or conditioned), or (3) as set forth on the Company disclosure letter, neither TreeHouse Foods nor any of its subsidiaries will:

For purposes of this proxy statement:

“Acceptable Confidentiality Agreement” means any confidentiality agreement that contains customary confidentiality provisions and contains provisions that, in the judgment of legal counsel to TreeHouse Foods, are in the aggregate not significantly less favorable to TreeHouse Foods than those included in the confidentiality agreement between TreeHouse Foods and Investindustrial Group Investments S.à r.l.; provided, however, that any such confidentiality agreement (1) will not be required to contain any standstill provisions and (2) will not prohibit TreeHouse Foods from complying with its obligations under the Merger Agreement.

“Company Superior Proposal” means a Company Takeover Proposal (except that, for purposes of this definition, the references in the definition of “Company Takeover Proposal” to “20% or more” are replaced by “more than 50%”) made by a person or group on terms that the Board or a duly authorized committee thereof determines in its good faith judgment, after consultation with financial advisors and outside legal counsel, taking into account all factors and matters deemed relevant in good faith by the Board, including financial, legal, regulatory and any other aspects of the transaction described in such Company Takeover Proposal (such as the confidentiality, timing and likelihood of consummation of such Company Takeover Proposal), any changes to the terms of the Merger Agreement proposed by Parent or its representatives in response to such Company Takeover Proposal, and any fees or expenses payable by TreeHouse Foods hereunder, would, if consummated, be more favorable to TreeHouse Foods and TreeHouse Foods’ stockholders than the transactions contemplated by the Merger Agreement.

“Company Takeover Proposal” means, other than the transactions contemplated by the Merger Agreement, any bona fide written offer or bona fide written proposal (other than from Parent or its affiliates or Representatives) relating to (1) any acquisition or purchase, direct or indirect, of 20% or more of the fair value of the consolidated assets of TreeHouse Foods and its subsidiaries or 20% or more of any class of equity or voting securities of TreeHouse Foods or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair value of the consolidated assets of TreeHouse Foods, (2) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in a person or group beneficially owning 20% or more of any class of equity or voting securities of TreeHouse Foods or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair value of the consolidated assets of TreeHouse Foods, or (3) a merger, consolidation, share exchange, business combination, asset sale, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving TreeHouse Foods or any of its subsidiaries pursuant to which any person or group would own, directly or indirectly, 20% or more of the aggregate voting power of TreeHouse Foods after giving effect to the consummation of such transaction.

“Intervening Event” means any material development, fact, change, event, effect, occurrence or circumstance with respect to the business, assets, properties, financial condition or results of operations of

TreeHouse Foods and its subsidiaries, taken as a whole, that (1) was or is not known or reasonably foreseeable to the Board as of the date of the Merger Agreement but becomes known to the Board prior to the time of the Company Stockholder Approval and (2) does not result from (i) any Company Takeover Proposal, (ii) the announcement (whether or not authorized by the parties to the Merger Agreement), including any pre-signing reports in the press or otherwise, reporting on a potential transaction between TreeHouse Foods and Parent or otherwise relating to the acquisition of TreeHouse Foods, (iii) the pendency of the Merger Agreement or the transactions contemplated by the Merger Agreement, or (iv) any change in the trading price or trading volume of shares of TreeHouse Foods common stock or any change in TreeHouse Foods’ credit rating.

Except as expressly permitted by the Merger Agreement, the Company will, and will cause each of its subsidiaries and instruct each of its Representatives (and will be responsible for a breach of this restriction by any of its Representatives) during the Pre-Closing Period to (1) (i) immediately cease any solicitation, knowing encouragement, discussions or negotiations with any persons (other than Parent, Merger Sub or their respective affiliates and Representatives) (such persons, “Third Parties”) that may be ongoing with respect to a Company Takeover Proposal and (ii) immediately cease providing any non-public information to any Third Party with respect to the Company, its subsidiaries, its assets, or any Company Takeover Proposal, other than in the ordinary course of business, (2) not, directly or indirectly through another person, (i) solicit, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal (other than ministerial acts, such as answering unsolicited phone calls, that are not otherwise prohibited by the Merger Agreement), (ii) knowingly facilitate any Company Takeover Proposal or engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Third Party any nonpublic information in connection with or for the purpose of knowingly encouraging or facilitating, a Company Takeover Proposal, except to notify such person of the existence of the restrictions in, and the Company’s obligations pursuant to the Merger Agreement (iii) approve, adopt, recommend, agree to or enter into, or propose to approve, adopt, recommend, agree to or enter into any letter of intent, agreement or agreement in principle, Merger Agreement or other similar Contract with respect to a Company Takeover Proposal, (iv) grant any waiver, amendment, termination or release under any standstill or confidentiality agreement or (v) furnish or otherwise provide access to any non-public information regarding the Company or any of its subsidiaries to any Third Party in connection with or in response to a Company Takeover Proposal, (3) take any action inconsistent with the obligations of the Company set forth in the Merger Agreement or (4) resolve to, agree to or publicly announce the intention to do, any of the foregoing.

Notwithstanding anything to the contrary contained in the Merger Agreement, if at any time prior to obtaining the Company Stockholder Approval, TreeHouse Foods or any of its Representatives receives a written Company Takeover Proposal from any Third Party, which Company Takeover Proposal did not result from any breach of the Merger Agreement, TreeHouse Foods and its Representatives may, to the extent that the Board or any duly authorized committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action, in light of the Company Takeover Proposal and the terms of the Merger Agreement, would be inconsistent with the Board’s fiduciary duties under applicable laws and that such Company Takeover Proposal constitutes or could reasonably be expected to lead to a Company Superior Proposal, (1) furnish, following execution of an Acceptable Confidentiality Agreement with such person, information (including non-public information) with respect to TreeHouse Foods and its subsidiaries to such Third Party who has made such Company Takeover Proposal (provided that the Company will, promptly following such disclosure (and in any event, within 48 hours after such disclosure), provide to Parent any non-public information concerning TreeHouse Foods or any of its subsidiaries that is made available to such person to the extent not previously provided to Parent or its Representatives) and (2) engage in or otherwise participate in discussions or negotiations with the person or group making such Company Takeover Proposal. TreeHouse Foods and its Representatives may (i) communicate with any person that has made a Company Takeover Proposal to seek to clarify and understand the terms and conditions of such Company Takeover Proposal solely to determine whether such Company Takeover Proposal constitutes or could reasonably be expected to lead to a Company Superior Proposal and (ii) inform a person that has made or is considering making a Company Takeover Proposal of the relevant provisions of the Merger Agreement. If TreeHouse Foods takes any of the actions described in the foregoing clauses (1) or (2), it will notify Parent within 24 hours.

TreeHouse Foods will inform Parent in writing promptly (and in any event within 48 hours of its knowledge of receipt thereof) (1) of any bona fide proposals or offers received with respect to any Company Takeover Proposal or any request for non-public information or inquiry (including seeking to initiate or continue any discussion or negotiation) that could reasonably be expected to lead to a Company takeover proposal, which notice must include (i) the identity of the Third Party making such proposal, request or inquiry (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Third Party that is in effect on the date of the Merger Agreement); (ii) the material terms and conditions of such Company Takeover Proposal, request or inquiry, and if in writing, an unredacted copy thereof (and, where no copy is available, a reasonably detailed written description thereof); and (iii) copies of any material agreements, documents or other written materials submitted in connection therewith (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Third Party that is in effect on the date of the Merger Agreement, and, where no copies are available or such disclosure is prohibited, a reasonably detailed written description thereof), and (2) thereafter, TreeHouse Foods will keep Parent reasonably informed, on a prompt basis (and in any event through notifying Parent in writing 48 hours of any material development with regard to or material amendment of such proposal, request or inquiry), of the status and terms of any such proposal (including any amendments thereto) and the status of any such discussions or negotiations, including providing unredacted copies of any new or amended material agreements, documents or other written materials submitted in connection therewith (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Third Party that is in effect on the date of the Merger Agreement), and, where no copies are available or disclosure is prohibited, a reasonably detailed written description thereof. From and after the date of the Merger Agreement until the Effective Time or the date, if any, on which the Merger Agreement is terminated in accordance with Article VII, TreeHouse Foods will promptly (and in any event within 48 hours) make available to Parent any non-public information concerning TreeHouse Foods that is provided to any such Third Party or its Representatives that was not previously made available to Parent or its Representatives.

Except as expressly permitted by the Merger Agreement, neither the Board nor any duly authorized committee thereof will (1) (i) fail to include the Company Board Recommendation in the proxy statement, (ii) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to Parent, the Company Board Recommendation, (iii) take any action by Board resolution or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a customary “stop, look and listen” communication (it being understood that the Board may refrain from taking a position with respect to a Company Takeover Proposal until the close of business as of the tenth business day after the commencement of a tender offer in connection with such Company Takeover Proposal pursuant to Rule 14d-9(f) under the Exchange Act without such action being considered a Company Adverse Recommendation Change), or (iv) adopt, approve or recommend, or publicly propose to adopt, approve or recommend to stockholders of TreeHouse Foods a Company Takeover Proposal (any action described in this clause (1) a “Company Adverse Recommendation Change”) or (2) enter into, authorize, cause or permit TreeHouse Foods or any of its subsidiaries to enter into any Company Acquisition Agreement.

Notwithstanding anything in the Merger Agreement to the contrary, prior to the time the Company Stockholder Approval is obtained, the Board (or a committee thereof) may effect a Company Adverse Recommendation Change and/or the Company may terminate the Merger Agreement and enter into a Company Acquisition Agreement solely to the extent and if and only if, prior to taking such action: (1) the Company has received after the date of the Merger Agreement a Company Takeover Proposal that did not result from a material breach of the Merger Agreement and such Company Takeover Proposal has not been withdrawn, and (2) the Board or any duly authorized committee thereof has determined, after consultation with its financial advisors and legal counsel, that (i) failure to take such action would be inconsistent with the Board’s fiduciary duties under applicable Laws and (ii) the applicable Company Takeover Proposal constitutes a Company Superior Proposal; provided, however, that (iii) TreeHouse Foods has given Parent at least five business days’ prior written notice of its intention to take such action (which such notice indicates the identity of the Third Party involved and the material terms of any such Company Takeover Proposal and attaches the most current version of any written offer or proposed contract relating thereto, and if the Company proposes to terminate the Merger Agreement to enter into a Company Acquisition Agreement, a copy of the proposed Company Acquisition Agreement to the extent such copy is or becomes available), (i) unless Parent expressly declines in writing to so negotiate, TreeHouse Foods has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such notice period to enable Parent to

propose in writing an offer binding on Parent to effect revisions to the Merger Agreement such that it would cause such Company Superior Proposal to no longer constitute a Company Superior Proposal, (ii) following the end of such notice period, the Board or any duly authorized committee thereof will have considered in good faith any such binding offer, and will have determined, after consultation with its financial advisors and outside legal counsel, that the Company Superior Proposal would continue to constitute a Company Superior Proposal if the revisions proposed in such binding offer were to be given effect, and (iii) in the event of any material change to the terms of such Company Superior Proposal, TreeHouse Foods will be required to, in each case, again comply with all applicable sections of the Merger Agreement and will be required to deliver to Parent an additional notice consistent with that described in clause (w) above and the notice period will recommence (except that the notice period will be at least two business days rather than five business days).

Prior to the time the Company Stockholder Approval is obtained, and notwithstanding anything to the contrary set forth in the Merger Agreement, the Board may effect a Company Adverse Recommendation Change in respect of an Intervening Event if (1) the Board or any duly authorized committee thereof has determined, after consultation with its financial advisors and legal counsel, that failure to take such action would be inconsistent with the Board’s fiduciary duties under applicable laws, (2) such action is not in response to the receipt, existence of or terms of a Company Takeover Proposal or a Company Superior Proposal, and (3) prior to taking such action, (i) the Board has given Parent at least five business days prior written notice of its intention to take such action absent any revision to the terms and conditions of the Merger Agreement, which notice will describe the Intervening Event and the basis for such intended Company Adverse Recommendation Change in reasonable detail, (ii) unless Parent expressly declines in writing to so negotiate, TreeHouse Foods has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such notice period after giving any such notice to enable Parent to propose in writing an offer binding on Parent to effect revisions to the terms of the Merger Agreement, and (iii) at the end of such notice period, the Board or any duly authorized committee thereof will have considered in good faith any such binding offer, and will have determined, based on the information then available and after consultation with its financial advisors and outside legal counsel, that failure to make such Company Adverse Recommendation Change due to the Intervening Event would be inconsistent with the Board’s fiduciary duties under applicable laws.

Nothing contained in the Merger Agreement will prohibit TreeHouse Foods or the Board or any duly authorized committee thereof from (1) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or from making any other disclosure to the Company’s stockholders if, in the Board’s determination in good faith after consultation with outside counsel, such disclosure is required under applicable Law (provided, that a disclosure pursuant to the foregoing clause (1) will be deemed to be a Company Adverse Recommendation Change unless the Board expressly publicly affirms the Company Board Recommendation in such disclosure), (2) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act, or (3) making any disclosure to its stockholders if the Board, or any duly authorized committee thereof, determines, after consultation with its outside legal counsel, that the failure to make such disclosure would reasonably be expected to be inconsistent with the Board’s fiduciary duties under applicable laws.

Except as otherwise expressly permitted by the Merger Agreement, from the date hereof, TreeHouse Foods will not, and will cause its subsidiaries and its and their respective Representatives not to, directly or indirectly, (1) terminate, amend, release, modify or fail to enforce any provision (including any standstill or similar provision) of, or grant any permission, waiver or request under, any confidentiality, standstill or similar agreement, (2) grant any waiver, amendment or release under any “anti-takeover” laws, (3) exempt any Third Party from the provisions of Section 203 of the DGCL or (4) resolve, agree or propose to do any of the foregoing. TreeHouse Foods may waive the standstill provisions of any such agreement if and solely to the extent that the Board has determined, after consultation with its financial advisors and outside legal counsel, that the failure to do so would be inconsistent with the Board’s fiduciary duties under applicable laws; provided that, in the event of such a waiver, TreeHouse Foods will promptly (and, in any event, within 24 hours) notify Parent of such waiver, including the identity of the Third Party that is party to such confidentiality agreement and the circumstances, in reasonable detail, giving rise to the inconsistency with the Board’s fiduciary duties under the DGCL.

TreeHouse Foods will, promptly after the execution of the Merger Agreement, instruct each person that has executed a confidentiality agreement prior to the date of the Merger Agreement in connection with such person’s consideration of an acquisition of the Company to return or destroy all confidential information furnished to such person prior to the date of the Merger Agreement by or on behalf of TreeHouse Foods or any of its representatives in

accordance with the terms of the applicable confidentiality agreement and TreeHouse Foods will, within one business day after the execution of the Merger Agreement, terminate all data room access for any such person and any of its representatives.

For six years following the Effective Time, Parent must cause the Surviving Corporation and its subsidiaries, as applicable, to (1) maintain in effect provisions in their respective certificates of incorporation, bylaws or other organizational documents and, to the extent a form thereof has been made available to Parent, indemnification agreements in effect on the date of the Merger Agreement, with respect to indemnification or exculpation of, or advancement of expenses to, the Indemnified Parties that are no less favorable to the Indemnified Parties than the provisions in TreeHouse Foods and its subsidiaries’ respective certificates of incorporation, bylaws and other organizational documents in effect on the date of the Merger Agreement providing for indemnification or exculpation of, or advancement of expenses to, the Indemnified Parties, with respect to acts or omissions occurring at or prior to the Effective Time (including in connection with the Merger Agreement, the transactions contemplated by the Merger Agreement and the process and other events giving rise thereto), which provisions will not be amended except as required by applicable law or to make changes permitted by applicable law that would enlarge the scope of the Indemnified Parties’ rights thereunder; and (2) honor in all respects their respective obligations to the Indemnified Parties as set forth in the respective certificates of incorporation, bylaws or other organizational documents of the Surviving Corporation and its subsidiaries and, to the extent a form thereof has been made available to Parent, any indemnification agreements in effect on the date of the Merger Agreement, as applicable.

Prior to the Effective Time and in reasonable consultation with Parent, TreeHouse Foods may, or, at Parent’s request, TreeHouse Foods will, obtain and fully pay the cost of noncancellable “tail” insurance for the extension of TreeHouse Foods’ directors’ and officers’ liability, fiduciary liability and employment practices liability insurance policies in effect as of immediately prior to the Effective Time, in each case, covering the Surviving Corporation, its subsidiaries, the Indemnified Parties and the other insureds under such existing policies as of immediately prior to the Effective Time, with a claims reporting period of six years from and after the Effective Time from insurer(s) with the same or better credit rating as TreeHouse Foods’ insurer(s) as of immediately prior to the Effective Time, with terms and conditions, including limits and retentions, that are at least as favorable to the insureds thereunder as such existing policies as of immediately prior to the Effective Time with respect to acts, omissions or other matters that existed or occurred at or prior to the Effective Time (including in connection with the Merger Agreement, the transactions contemplate by the Merger Agreement and the process and other events giving rise thereto); provided, however, that in no event will the aggregate cost of such “tail” insurance exceed 300% of the aggregate annual premium for such policies of TreeHouse Foods in effect as of the date hereof (which we refer to as the “Maximum Amount”); provided, further, that if such “tail” insurance is not available or the aggregate cost for such “tail” insurance exceeds the Maximum Amount, then TreeHouse Foods will, in reasonable consultation with Parent, obtain the most advantageous coverage available for a cost not exceeding the Maximum Amount, unless otherwise directed by Parent to exceed the Maximum Amount. If TreeHouse Foods does not obtain such “tail” insurance in accordance with the immediately preceding sentence, then the Surviving Corporation will continue to maintain in effect for a period of six years from and after the Effective Time directors’ and officers’ liability, fiduciary liability and employment practices liability insurance covering the surviving company, its subsidiaries, the Indemnified Parties and the other insureds under TreeHouse Foods’ existing policies as of immediately prior to the Effective Time, with terms and conditions, including limits and retentions, that are at least as favorable to the insureds thereunder as provided in TreeHouse Foods’ existing policies as of immediately prior to the Effective Time; provided, however, that in no event will the Surviving Corporation be required to expend for such insurance an aggregate annual cost in excess of the Maximum Amount; and provided, further, that if such insurance is not available or the aggregate annual cost for such insurance in any annual period within such six-year period exceeds the Maximum Amount, then the Surviving Corporation will maintain the most advantageous coverage available for such annual period for a cost not exceeding the Maximum Amount. From and after the Closing, TreeHouse Foods will, consistent with the Form of CVR Agreement, maintain customary insurance for the benefit of the committee members.

Subject to the terms and conditions set forth in the Merger Agreement, and without limiting the foregoing, TreeHouse Foods and Parent will (1) promptly, but in no event later than (i) 25 business days after the date of the Merger Agreement, make their respective filings under the HSR Act and (ii) as soon as practicable after the date of

the Merger Agreement (or such earlier time as may be required by applicable law), make their respective filings with respect to Canadian antitrust laws, and thereafter make any other required submissions thereunder, (2) use reasonable best efforts to cooperate with each other in (i) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any governmental entities in connection with the execution and delivery of the Merger Agreement and the consummation of the transactions and (ii) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (3) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by the Merger Agreement, (4) promptly inform the other party upon receipt of any communication from any governmental entity regarding any of the transactions contemplated by the Merger Agreement, and (5) subject to applicable legal limitations and the instructions of any governmental entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated by the Merger Agreement, including promptly furnishing the other with copies of notices or other communications received by TreeHouse Foods or Parent, as the case may be, or any of their respective subsidiaries, from any governmental entity with respect to the transactions contemplated by the Merger Agreement. Except in connection with a disclosure regarding a Company Adverse Recommendation Change or a Company Takeover Proposal received by TreeHouse Foods, TreeHouse Foods and Parent will permit counsel for the other party reasonable opportunity to review in advance, consult with and consider in good faith the views of the other party in connection with, any proposed written communication to any governmental entity in connection with the transactions contemplated by the Merger Agreement. Each of TreeHouse Foods and Parent agrees not to (A) participate in any substantive meeting or discussion, either in person or by telephone, with any governmental entity in connection with the transactions contemplated by the Merger Agreement unless it consults with the other party in advance, to the extent practicable, and, to the extent not prohibited by such governmental entity, gives the other party the opportunity to attend and participate, (B) extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), or (C) without the prior written consent of the other party, enter into any agreement with any governmental entity pursuant to which such party agrees not to consummate the transactions contemplated by the Merger Agreement. Notwithstanding anything in the Merger Agreement to the contrary, Parent, acting reasonably and in a manner consistent with obtaining all necessary actions or nonactions, waivers, consents, clearances, approvals and expirations or terminations of waiting periods promptly following the date hereof, will have sole control over the (1) strategy for obtaining all necessary actions or nonactions, waivers, consents, clearances, approvals and expirations or terminations of waiting periods so as to enable the Closing to occur as soon as practicably possible, (2) strategy to respond to any request from, inquiry by, or investigation by (including the timing, nature and substance of all such responses) any governmental entity with respect to the merger or any other transactions contemplated by the Merger Agreement, and (3) strategy for the defense and settlement of any action brought by or before any governmental entity that has authority to enforce the applicable laws; provided that the foregoing will not relieve Parent of its obligations under the Merger Agreement and Parent will reasonably consult with TreeHouse Foods and consider its views in good faith; provided that the parties will provide a copy of any filing (and attachments thereto) submitted to any governmental entity to counsel to the other party, which copy may be redacted as necessary to comply with contractual arrangements, to protect competitively sensitive information or to protect attorney-client privilege (as well as other concerns agreed by counsels for the parties).

Notwithstanding anything in the Merger Agreement to the contrary, Parent will, and will cause its affiliates to, use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust law or FDI law so as to enable the consummation of the transactions contemplated by the Merger Agreement to occur as soon as reasonably possible (and in any event no later than the Outside Date), including proposing, negotiating, committing to and effecting by consent decree, hold separate order or otherwise, the sale, divestiture, or disposition of businesses, product lines or assets of Parent or its affiliates (including, following the Closing, TreeHouse Foods), in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated by the Merger Agreement; provided, however, that, notwithstanding anything to the contrary contained herein (1), Parent and its affiliates will only be obligated to effect any such action to the extent that such action is conditional or contingent on the Closing occurring in accordance with the terms of the Merger Agreement and (2) nothing in the Merger Agreement will require Parent to propose, agree to take, or take any actions if such actions would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (without giving effect to the carve-outs to such definition), after giving effect to the consummation of the Merger

and the other transactions contemplated by the Merger Agreement. In addition, Parent will use its reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any order (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing.

For the one year period following the Effective Time (or, if earlier, the date of termination of the applicable Continuing Employee) (which we refer to as the “Continuation Period”), Parent will provide, or cause to be provided, to each employee of TreeHouse Foods and its subsidiaries who continues employment with the Surviving Corporation (or any affiliate thereof) during the Continuation Period (each, a “Continuing Employee”) and who are not covered by a collective bargaining agreement with (1) a base salary or wage rate, as applicable, that is no less than that provided to such Continuing Employee by the Company or a subsidiary thereof immediately prior to the Effective Time, (2) target level short-term cash incentive compensation opportunities that are no less favorable than the target level short-term cash incentive compensation opportunities that such Continuing Employee was eligible to receive from TreeHouse Foods or any subsidiary thereof immediately prior to the Effective Time, (3) severance benefits for termination of employment during the Continuation Period that are no less favorable than those provided to such Continuing Employee by TreeHouse Foods or any subsidiary thereof as disclosed on the Company disclosure letter, and (4) other compensation and employee benefits (excluding equity or equity-based awards, severance, retention, change in control payments, defined benefit pension benefits and retiree health and welfare benefits) that are, in the aggregate, substantially comparable to those disclosed on the Company disclosure letter.

For purposes of vesting, eligibility to participate and benefit entitlement (but excluding for any purposes under a defined benefit pension plan or retiree health and welfare benefits) under the employee benefit plans of Parent and its affiliates providing benefits to any Continuing Employee after the Effective Time (which we refer to as the “New Plans”), each Continuing Employee will be credited with his or her years of service with TreeHouse Foods and its subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar TreeHouse Foods benefit plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Effective Time, except to the extent such credit would result in a duplication of benefits. In addition, to the extent such Continuing Employee is eligible to participate in a New Plan, Parent or an affiliate of Parent will use commercially reasonable efforts to (1) waive any preexisting condition limitations or exclusions and actively-at-work requirements otherwise applicable to Continuing Employees and their eligible dependents under any New Plan that provides welfare benefits in which Continuing Employees are eligible to participate following the Effective Time, other than any limitations that were in effect with respect to such employees immediately prior to the Effective Time under the corresponding TreeHouse Foods benefit plan, (2) honor any deductible, co-payment and out-of-pocket maximums incurred by the Continuing Employees and their eligible dependents under the health plans in which they participated immediately prior to transitioning into a plan of Parent or an affiliate during the portion of the calendar year prior to such transition in satisfying any deductibles, copayments or out-of-pocket maximums under health plans of Parent or an affiliate, and (3) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Continuing Employee and his or her eligible dependents on or after the Effective Time, in each case to the extent such Continuing Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous benefit plan of TreeHouse Foods or any of its subsidiaries prior to the Effective Time.

To the extent any Bonus Amounts of TreeHouse Foods and its subsidiaries with respect to a performance period completed on or prior to the Closing remain unpaid as of the Closing Date, Parent and the Surviving Corporation, as applicable, will cause all such Bonus Amounts to be paid on the Closing Date (provided that, with respect to any such Bonus Amounts that constitute non-qualified deferred compensation subject to Section 409A of the Code, such payment will be made at the earliest time permitted under the terms of such cash bonus, sales or other incentive plan that will not trigger a tax or penalty under Section 409A of the Code). Parent and the Surviving Corporation, as applicable, will cause all Bonus Amounts with respect to the performance period in which the Closing occurs to be calculated for each eligible Continuing Employee immediately prior to closing; provided, however, that (1) such Bonus Amounts will be calculated at the target level of performance (prorated for the portion of the performance period completed), and such Bonus Amounts will be paid at the same time that annual bonuses would have been paid absent the merger (regardless of whether such Continuing Employee remains employed at the time of such payment), (2) payment of any such Bonus Amounts will in no way be interpreted or construed to limit or replace any

amounts to which an employee of TreeHouse Foods and its subsidiaries may be entitled pursuant to a benefit plan in connection with such employee’s termination of employment or services, and (3) such Bonus Amounts will not result in the duplication of benefits under any benefit plan with respect to any Continuing Employee, and (4) with respect to any such Bonus Amounts that constitute non-qualified deferred compensation subject to Section 409A of the Code, such payment will be made at the earliest time permitted under the terms of such cash bonus, sales or other incentive plan that will not trigger a tax or penalty under Section 409A of the Code.

Parent agrees that it will cause the Surviving Corporation and its subsidiaries, as applicable, to recognize each collective bargaining agreement covering any Continuing Employee. Parent further agrees that each such collective bargaining agreement will continue to govern the terms and conditions of employment for each Continuing Employee covered by such agreement and to the extent there is a conflict between any such collective bargaining agreement and any of the provisions in the Merger Agreement, the terms of such collective bargaining agreement will apply.

Prior to the Effective Time, TreeHouse Foods and its subsidiaries will satisfy any pre-closing legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor organization which is representing any employee of TreeHouse Foods or its subsidiaries, in connection with the transactions contemplated by the Merger Agreement. Prior to the Effective Time, the Company and its subsidiaries will, unless prohibited by applicable law or collective bargaining agreement, share with Parent an advance draft of any material written communication with any labor organization representing employees of TreeHouse Foods or its subsidiaries, and consider in good faith Parent’s reasonable comments thereto.

TreeHouse Foods or its subsidiaries, in consultation with Parent, may take certain tax planning actions reasonably calculated to mitigate any adverse tax consequences arising under Sections 280G and 4999 of the Code that could arise in connection with the transactions contemplated by the Merger Agreement.

TreeHouse Foods has agreed to duly give notice of, convene and hold a meeting of its stockholders for the purpose of voting upon the adoption of the Merger Agreement as soon as practicable following the execution of the Merger Agreement.

In connection with the Merger, Parent and Merger Sub have obtained the Equity Commitment Letter from the Equity Commitment Party, who has committed to make available, directly or indirectly, at the Closing, the Equity Financing and the Parent Termination Fee and Costs Commitment.

The Equity Financing and the Parent Termination Fee and Costs Commitment are subject to the terms, conditions and limitations set forth in the Equity Commitment Letter, which includes: (1) the satisfaction, or valid waiver by Parent or Merger Sub, at or prior to the Closing, of each of the conditions to Parent and Merger Sub’s obligations to consummate the Merger (other than those which, by their nature, are to be satisfied at the Closing, but subject to such satisfaction), (2) the substantially contemporaneous consummation of the Closing in accordance with the terms of the Merger Agreement, and (3) the satisfaction or valid waiver on or before the Closing of each of the conditions to funding the Debt Financing (as defined below), other than the funding of the Equity Financing.

The obligation of the Equity Commitment Party to fund the Equity Financing will terminate automatically upon the earliest to occur of (1) the consummation of the Closing, (2) the valid termination of the Merger Agreement in accordance with its terms, (3) the funding of the Equity Financing, or (4) the Company or any of its representatives or affiliates asserting certain legal claims as specified in the Equity Commitment Letter.

The obligation of the Equity Commitment Party to fund the Parent Termination Fee and Costs Commitment will terminate automatically upon the earliest to occur of (1) the consummation of the Closing, (2) the valid termination of the Merger Agreement in accordance with its terms, (3) the funding of the Parent Termination Fee and Costs Commitment, or (4) the Company or any of its representatives or affiliates asserting certain legal claims as specified in the Equity Commitment Letter.

The Company is an express third-party beneficiary of the right granted to Parent and Merger Sub to specific performance under the Equity Commitment Letter and is entitled to enforce Parent and Merger Sub’s rights to

specific performance of the Equity Commitment Party to fund all or any portion of its Equity Financing or Parent Termination Fee and Costs Commitment obligations under the Equity Commitment Letter, subject to the terms thereof, if the Company is entitled to specific performance of Parent and Merger Sub’s obligation to cause the equity commitment to be funded pursuant to the Merger Agreement.

In connection with the Merger, Parent and Merger Sub have obtained the Debt Commitment Letter from the Debt Commitment Parties to provide, severally but not jointly, upon the terms and conditions set forth in the Debt Commitment Letter, the Debt Financing.

The proceeds of the Debt Financing will be used (1) to pay the Merger Consideration, (2) the Refinancing, and (3) to pay the fees, costs, premiums and expenses related to the Merger and the Refinancing.

The obligations of the Debt Commitment Parties to provide the Debt Financing under the Debt Commitment Letter are subject to a number of conditions, including: