THS 10-K Annual Report Dec. 31, 2024 | Alphaminr
TreeHouse Foods, Inc.
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THS 10-K Fiscal year ended Dec. 31, 2024

Balance Sheet
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Income Statement
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TREEHOUSE FOODS, INC.
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 		Fiscal year ended Dec. 31, 2024
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 		Quarter ended Sept. 30, 2024
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesprintItem 6. [reserved]printItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

3.1 Restated Certificate of Incorporation of TreeHouse Foods, Inc., as amended May 26, 2023, is incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K dated May 30, 2023. 3.2 Amended and Restated By-Laws of TreeHouse Foods, Inc. is incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K dated November 5, 2024. 4.1 Form of TreeHouse Foods, Inc. Common Stock Certificate is incorporated by reference to Exhibit 4.1 to Amendment No. 1 to our Registration Statement on Form 10 filed with the Commission on June 9, 2005. 4.2 Indenture, dated March 2, 2010, among the Company, the subsidiary guarantors party thereto and the Trustee is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 2, 2010. 4.3 Ninth Supplemental Indenture, dated as of January 29, 2016, among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee is incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated January 29, 2016. 4.4 Tenth Supplemental Indenture, dated as of February 1, 2016,among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee is incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated January 29, 2016. 4.5 Eleventh Supplemental Indenture, dated as of March 31, 2016, among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee is incorporated by reference to Exhibit 4.3 to our Quarterly Report on Form 10-Q filed with the Commission on May 5, 2016. 4.6 Twelfth Supplemental Indenture, dated as of September 9, 2020, among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee is incorporated by reference to Exhibit 4.2 to the Form 8-K filed with the Securities and Exchange Commission on September 9, 2020. 4.7* Thirteenth Supplemental Indenture,dated as ofDecember 5, 2022,among the Company, the subsidiaryguarantors party thereto and Computershare Trust Company, N.A, astrustee. 4.8* Fourteenth Supplemental Indenture,datedas ofJanuary 17, 2025,among the Company, the subsidiary guarantors party thereto and Computershare Trust Company, N.A, as successor to Wells Fargo Bank, National Association, as trustee. 4.9 Description of TreeHouse Foods, Inc.'s Capital Stockis incorporated by reference to Exhibit 4.7 to the Company'sForm 10-K filed with the Commission on February 16, 2024. 10.1** TreeHouse Foods, Inc. Executive Deferred Compensation Plan is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated August 3, 2005. 10.2** First Amendment to the TreeHouse Foods, Inc. Executive Deferred Compensation Plan dated December 30, 2006 is incorporated by reference to Exhibit 10.2 to the Company's Form 10-K filed with the Commission on February 16, 2024. 10.3** Second Amendment to the TreeHouse Foods, Inc. Executive Deferred Compensation Plan dated December 10, 2020 is incorporated by reference to Exhibit 10.3 to the Company's Form 10-K filed with the Commission on February 16, 2024. 10.4*,** Third Amendment to the TreeHouse Foods, Inc. Executive Deferred Compensation Plan dated December 18, 2024. 10.5 Third Amended and Restated Credit Agreement, dated as of January 17, 2025, is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 21, 2025. 10.6** TreeHouse Foods, Inc. Executive Severance Plan, amended and restated as of April 26, 2017 is incorporated by reference to Exhibit 10.5 to the Company's Form 10-K filed with the Commission on February 16, 2024. 10.7** Form of employee Non-Statutory Stock Option Agreement is incorporated by reference to Exhibit 10.3 of our Form 10-Q filed with the Commission August 6, 2015. 10.8** Employment Agreement, dated March 2, 2018, between TreeHouse Foods, Inc. and Steven Oakland is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 5, 2018. 10.9** First Amendment to the TreeHouse Foods, Inc. Executive Severance Plan, dated February 7, 2021 is incorporated by reference to Exhibit 10.21 to the Company's Form 10-K filed with the Commission on February 11, 2021. 10.10** Form of Restricted Stock Unit Agreement under TreeHouse Foods, Inc. Equity Incentive Plan, as amended, is incorporated by reference to Exhibit 10.28 to the Company's Form 10-K filed with the Commission on February 15, 2022. 10.11 Letter Agreement, dated April 12, 2022, by and between the Company and JANA Partners LLC is incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on April 12, 2022. 10.12** TreeHouse Foods, Inc. 2022 Non-Statutory Stock Option Agreement is incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated May 18, 2022. 10.13** TreeHouse Foods, Inc. 2022 Performance-Based Restricted Share Unit Award Agreement is incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated May 18, 2022. 10.14** TreeHouse Foods, Inc. 2022 Performance-Based Restricted Share Unit Award Agreement is incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K dated May 18, 2022. 10.15** TreeHouse Foods, Inc. 2023 Performance Unit Agreement is incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 10-Q dated May 8, 2023. 10.16** TreeHouse Foods, Inc. Board of Directors Restricted Stock Unit Agreement is incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 10-Q dated May 8, 2023. 10.17** Amended and Restated TreeHouse Foods, Inc. Equity and Incentive Plan is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 2, 2023. 10.18*,** TreeHouse Foods, Inc. 2024 Performance Unit Agreement. 19* TreeHouse Foods, Inc. Insider Trading Policy. 21.1* List of Subsidiaries of the Company. 22* List of Guarantor Subsidiaries. 23.1* Consent of Independent Registered Accounting Firm, Deloitte & Touche LLP. 31.1* Certificate of Chief Executive Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certificate of Chief Financial Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certificate of Chief Executive Officer Required Under Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certificate of Chief Financial Officer Required Under Section 906 of the Sarbanes-Oxley Act of 2002. 97 TreeHouse Foods, Inc. Clawback Policyisincorporated byreference to Exhibit 97to the Company's Form 10-K filed with the Commission on February 16, 2024.