UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 10-Q
__________________
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 1-35305
Post Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Missouri | 45-3355106 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
2503 S. Hanley Road
St. Louis, Missouri 63144
(Address of principal executive offices) (Zip Code)
(314) 644-7600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.01 par value per share | POST | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| Emerging growth company | ☐ | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Common Stock, $0.01 par value per share – 47,956,718 shares as of February 2, 2026
POST HOLDINGS, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| Page | ||||||||
| PART I. | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
i
PART I. FINANCIAL INFORMATION.
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).
POST HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in millions, except per share data)
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net Sales | $ | 2,174.6 | $ | 1,974.7 | |||||||
| Cost of goods sold | 1,536.1 | 1,379.4 | |||||||||
| Gross Profit | 638.5 | 595.3 | |||||||||
| Selling, general and administrative expenses | 357.3 | 331.6 | |||||||||
| Amortization of intangible assets | 51.7 | 49.1 | |||||||||
Other operating (income) expense, net | (8.9) | 0.5 | |||||||||
| Operating Profit | 238.4 | 214.1 | |||||||||
| Interest expense, net | 103.4 | 84.1 | |||||||||
| Loss on extinguishment of debt, net | 17.5 | 5.8 | |||||||||
Income on swaps, net | (1.9) | (15.4) | |||||||||
Other income, net | (4.6) | (5.8) | |||||||||
Earnings before Income Taxes and Equity Method Earnings | 124.0 | 145.4 | |||||||||
| Income tax expense | 27.3 | 32.1 | |||||||||
Equity method earnings, net of tax | (0.3) | (0.1) | |||||||||
Net Earnings Including Noncontrolling Interest | 97.0 | 113.4 | |||||||||
Less: Net earnings attributable to noncontrolling interest | 0.2 | 0.1 | |||||||||
| Net Earnings | $ | 96.8 | $ | 113.3 | |||||||
Earnings per Common Share: | |||||||||||
| Basic | $ | 1.87 | $ | 1.94 | |||||||
| Diluted | $ | 1.71 | $ | 1.78 | |||||||
| Weighted-Average Common Shares Outstanding: | |||||||||||
| Basic | 51.7 | 58.3 | |||||||||
| Diluted | 58.2 | 65.2 | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
1
POST HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in millions)
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Net Earnings Including Noncontrolling Interest | $ | 97.0 | $ | 113.4 | |||||||
Pension and other postretirement benefits adjustments: | |||||||||||
| Reclassifications to net earnings | 0.4 | 0.3 | |||||||||
| Foreign currency translation adjustments: | |||||||||||
| Unrealized foreign currency translation adjustments | 3.1 | (109.5) | |||||||||
Tax expense on other comprehensive income (loss): | |||||||||||
| Pension and other postretirement benefits adjustments: | |||||||||||
| Reclassifications to net earnings | (0.1) | (0.1) | |||||||||
Total Other Comprehensive Income (Loss) Including Noncontrolling Interest | 3.4 | (109.3) | |||||||||
Less: Comprehensive income attributable to noncontrolling interest | 0.2 | 0.1 | |||||||||
| Total Comprehensive Income | $ | 100.2 | $ | 4.0 | |||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
2
POST HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions)
| December 31, 2025 | September 30, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 279.3 | $ | 176.7 | |||||||
| Restricted cash | 5.4 | 6.1 | |||||||||
| Receivables, net | 680.6 | 735.4 | |||||||||
| Inventories | 908.2 | 875.0 | |||||||||
| Current assets held for sale | — | 116.3 | |||||||||
| Prepaid expenses and other current assets | 98.8 | 115.4 | |||||||||
| Total Current Assets | 1,972.3 | 2,024.9 | |||||||||
| Property, net | 2,682.6 | 2,698.7 | |||||||||
| Goodwill | 4,845.8 | 4,844.7 | |||||||||
| Other intangible assets, net | 2,963.3 | 3,014.6 | |||||||||
| Other assets held for sale | — | 424.8 | |||||||||
| Other assets | 520.3 | 520.7 | |||||||||
| Total Assets | $ | 12,984.3 | $ | 13,528.4 | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Current portion of long-term debt | $ | 1.2 | $ | 1.2 | |||||||
| Accounts payable | 579.2 | 624.0 | |||||||||
| Current liabilities held for sale | — | 55.5 | |||||||||
| Other current liabilities | 459.3 | 532.4 | |||||||||
| Total Current Liabilities | 1,039.7 | 1,213.1 | |||||||||
| Long-term debt | 7,457.9 | 7,421.7 | |||||||||
| Deferred income taxes | 660.2 | 638.5 | |||||||||
| Other liabilities held for sale | — | 119.7 | |||||||||
| Other liabilities | 358.4 | 371.6 | |||||||||
| Total Liabilities | 9,516.2 | 9,764.6 | |||||||||
| Shareholders’ Equity | |||||||||||
| Common stock | 0.9 | 0.9 | |||||||||
| Additional paid-in capital | 5,356.8 | 5,370.7 | |||||||||
| Retained earnings | 2,215.7 | 2,118.9 | |||||||||
| Accumulated other comprehensive income | 12.1 | 8.7 | |||||||||
| Treasury stock, at cost | (4,128.3) | (3,746.1) | |||||||||
Total Shareholders’ Equity Excluding Noncontrolling Interest | 3,457.2 | 3,753.1 | |||||||||
Noncontrolling interest | 10.9 | 10.7 | |||||||||
| Total Shareholders’ Equity | 3,468.1 | 3,763.8 | |||||||||
| Total Liabilities and Shareholders’ Equity | $ | 12,984.3 | $ | 13,528.4 | |||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
3
POST HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash Flows from Operating Activities | |||||||||||
Net earnings including noncontrolling interest | $ | 97.0 | $ | 113.4 | |||||||
| Adjustments to reconcile net earnings including noncontrolling interest to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 152.5 | 120.3 | |||||||||
| Unrealized gain on interest rate swaps and foreign currency contracts, net | (0.8) | (16.5) | |||||||||
Loss on extinguishment of debt, net | 17.5 | 5.8 | |||||||||
| Non-cash stock-based compensation expense | 22.4 | 19.8 | |||||||||
| Equity method earnings, net of tax | (0.3) | (0.1) | |||||||||
| Deferred income taxes | 21.7 | 21.0 | |||||||||
| Other, net | (9.1) | 2.1 | |||||||||
| Other changes in operating assets and liabilities, net of held for sale assets and liabilities: | |||||||||||
Decrease (increase) in receivables, net | 42.2 | (30.2) | |||||||||
| (Increase) decrease in inventories | (22.9) | 10.7 | |||||||||
Decrease (increase) in prepaid expenses and other current assets | 17.5 | (19.3) | |||||||||
| Decrease in other assets | 4.3 | 3.4 | |||||||||
(Decrease) increase in accounts payable and other current liabilities | (106.2) | 77.1 | |||||||||
(Decrease) increase in non-current liabilities | (0.1) | 2.9 | |||||||||
| Net Cash Provided by Operating Activities | 235.7 | 310.4 | |||||||||
| Cash Flows from Investing Activities | |||||||||||
| Additions to property | (116.4) | (139.0) | |||||||||
| Proceeds from sale of business | 378.5 | — | |||||||||
| Proceeds from sale of property | 0.3 | 11.0 | |||||||||
| Other, net | (0.6) | (0.3) | |||||||||
Net Cash Provided by (Used in) Investing Activities | 261.8 | (128.3) | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Proceeds from issuance of debt | 1,485.0 | 600.0 | |||||||||
Repayments of debt | (1,430.0) | (464.9) | |||||||||
Payments of debt issuance costs | (15.2) | (5.2) | |||||||||
Payments of debt premiums | (22.6) | (4.4) | |||||||||
| Purchases of treasury stock | (376.2) | (175.1) | |||||||||
| Other, net | (36.8) | (44.6) | |||||||||
Net Cash Used in Financing Activities | (395.8) | (94.2) | |||||||||
| Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | 0.2 | (3.7) | |||||||||
| Net Increase in Cash, Cash Equivalents and Restricted Cash | 101.9 | 84.2 | |||||||||
| Cash, Cash Equivalents and Restricted Cash, Beginning of Year | 182.8 | 790.9 | |||||||||
| Cash, Cash Equivalents and Restricted Cash, End of Period | $ | 284.7 | $ | 875.1 | |||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
4
POST HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
(in millions)
| As of and for the Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Common Stock | |||||||||||
| Beginning and end of period | $ | 0.9 | $ | 0.9 | |||||||
| Additional Paid-in Capital | |||||||||||
| Beginning of period | 5,370.7 | 5,331.5 | |||||||||
| Activity under stock and deferred compensation plans | (36.3) | (44.2) | |||||||||
| Non-cash stock-based compensation expense | 22.4 | 19.0 | |||||||||
| End of period | 5,356.8 | 5,306.3 | |||||||||
| Retained Earnings | |||||||||||
| Beginning of period | 2,118.9 | 1,783.2 | |||||||||
| Net earnings | 96.8 | 113.3 | |||||||||
| End of period | 2,215.7 | 1,896.5 | |||||||||
| Accumulated Other Comprehensive Income | |||||||||||
| Retirement Benefit Adjustments, net of tax | |||||||||||
Beginning of period | (39.7) | (36.5) | |||||||||
Net change in retirement benefits, net of tax | 0.3 | 0.2 | |||||||||
End of period | (39.4) | (36.3) | |||||||||
| Hedging Adjustments, net of tax | |||||||||||
Beginning and end of period | 74.8 | 74.8 | |||||||||
| Foreign Currency Translation Adjustments | |||||||||||
| Beginning of period | (26.4) | (31.9) | |||||||||
| Foreign currency translation adjustments | 3.1 | (109.5) | |||||||||
| End of period | (23.3) | (141.4) | |||||||||
| Treasury Stock | |||||||||||
| Beginning of period | (3,746.1) | (3,031.4) | |||||||||
| Purchases of treasury stock | (382.2) | (182.1) | |||||||||
| End of period | (4,128.3) | (3,213.5) | |||||||||
Total Shareholders’ Equity Excluding Noncontrolling Interest | 3,457.2 | 3,887.3 | |||||||||
Noncontrolling Interest | |||||||||||
| Beginning of period | 10.7 | 10.7 | |||||||||
Net earnings attributable to noncontrolling interest | 0.2 | 0.1 | |||||||||
| End of period | 10.9 | 10.8 | |||||||||
| Total Shareholders’ Equity | $ | 3,468.1 | $ | 3,898.1 | |||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
5
POST HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in millions, except per share and per principal amount information and where indicated otherwise)
NOTE 1 — BASIS OF PRESENTATION
These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (the “SEC”). These unaudited condensed consolidated financial statements have been prepared on a basis substantially consistent with, and should be read in conjunction with, the audited consolidated financial statements of Post Holdings, Inc. (herein referred to as “Post,” “the Company,” “us,” “our” or “we,” and unless otherwise stated or context otherwise indicates, all such references herein mean Post Holdings, Inc. and its subsidiaries), which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on November 21, 2025.
These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income, financial condition, cash flows and shareholders’ equity for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire fiscal year.
NOTE 2 — RECENTLY ISSUED ACCOUNTING STANDARDS
The Company has considered all new accounting pronouncements and has concluded there are no new pronouncements (other than the ones described below that the Company is currently assessing) that had or could have a material impact on the Company’s results of operations, comprehensive income, financial condition, cash flows, shareholders’ equity or related disclosures based on current information.
In September 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2025-06, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This ASU is effective for fiscal years beginning after December 15, 2027 (i.e., the Company’s annual financial statements for the year ended September 30, 2029), with early adoption permitted. This ASU can be adopted either (i) prospectively, (ii) using a modified transition approach or (iii) retrospectively. The Company is currently evaluating the impact of this standard.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU is effective for fiscal years beginning after December 15, 2026 (i.e., the Company’s annual financial statements for the year ended September 30, 2028) and for interim periods within fiscal years beginning after December 15, 2027 (i.e., the Company’s interim financial statements for the three months ended December 31, 2028), with early adoption permitted. This ASU can be adopted either prospectively or retrospectively. The Company is currently evaluating the impact of this standard.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which expands annual disclosure requirements for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024 (i.e., the Company’s annual financial statements for the year ended September 30, 2026), with early adoption permitted. This ASU should be adopted prospectively; however, retrospective adoption is permitted. The Company is currently evaluating the impact of this standard.
NOTE 3 — EQUITY INTERESTS, NONCONTROLLING INTEREST AND RELATED PARTY TRANSACTIONS
8th Avenue
Prior to July 1, 2025, the Company had a 60.5% common equity interest in 8th Avenue Food & Provisions, Inc. (“8th Avenue”) that was accounted for using the equity method and transactions between the Company and 8th Avenue were considered related party transactions. On July 1, 2025, the Company completed its acquisition of all of the preferred stock and the remaining 39.5% common equity interest that it did not already own in 8th Avenue. Subsequent to the acquisition, the results of 8th Avenue were consolidated with the results of Post and transactions between Post and 8th Avenue were no longer classified as related party transactions. See Note 4 for additional information regarding the acquisition. There was no equity method earnings/loss attributable to 8th Avenue recognized during fiscal 2025 prior to the acquisition.
During the three months ended December 31, 2024, the Company had net sales to 8th Avenue of $2.4 and purchases from and royalties paid to 8th Avenue of $20.3. Sales and purchases between the Company and 8th Avenue prior to the acquisition were all made at arm’s-length.
6
Weetabix East Africa and Alpen
The Company holds a controlling equity interest in Weetabix East Africa Limited (“Weetabix East Africa”). Weetabix East Africa is a Kenyan-based company that produces ready-to-eat (“RTE”) cereal and muesli. The Company owns 50.2% of Weetabix East Africa and holds a controlling voting and financial interest through its appointment of management and representation on Weetabix East Africa’s board of directors. Accordingly, Weetabix East Africa is fully consolidated into the Company’s financial statements and its assets and results of operations are reported in the Weetabix segment. The remaining interest in the consolidated net earnings and net assets of Weetabix East Africa is allocated to noncontrolling interest.
The Company holds an equity interest in Alpen Food Company South Africa (Pty) Limited (“Alpen”). Alpen is a South African-based company that produces RTE cereal and muesli. The Company owns 50.0% of Alpen’s common stock with no other indicators of control, and accordingly, the Company accounts for its investment in Alpen using the equity method. The investment in Alpen was $5.1 and $4.5 at December 31, 2025 and September 30, 2025, respectively, and was included in “Other assets” on the Condensed Consolidated Balance Sheets.
BellRing
Transactions between the Company and BellRing Brands, Inc. (“BellRing”) are considered related party transactions as certain of the Company’s officers and/or directors serve as officers and/or directors of BellRing.
The Company has a co-packing agreement with BellRing under which Post produces protein-based shakes for BellRing and BellRing procures certain packaging materials for Post to utilize in its production. Net sales to BellRing were $18.1 during the three months ended December 31, 2025 and were immaterial during the three months ended December 31, 2024. The Company had current receivables with BellRing of $6.6 and $3.4 related to these sales at December 31, 2025 and September 30, 2025, respectively, which were included in “Receivables, net” on the Condensed Consolidated Balance Sheets. Other related party transactions between the Company and BellRing were immaterial for the three months ended December 31, 2025 and 2024, and balances related to such transactions were immaterial as of both December 31, 2025 and September 30, 2025.
NOTE 4 — BUSINESS COMBINATIONS
The Company uses the acquisition method of accounting for acquired businesses. Under the acquisition method, the Company’s financial statements reflect the operations of an acquired business starting from the date of acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition based on Level 3 inputs. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Any excess of the estimated fair values of the identifiable net assets acquired over the purchase price is recorded as a gain on bargain purchase. Goodwill represents the value the Company expects to achieve through the implementation of operational synergies, the expansion of the business into new or growing segments of the industry and the addition of new employees.
Fiscal 2025
8th Avenue
On July 1, 2025, the Company completed its acquisition of all of the preferred stock and the remaining 39.5% common equity interest that it did not already own in 8th Avenue for a preliminary purchase price of $798.8, which included the retirement of all of 8th Avenue’s outstanding debt (excluding leaseback financial liabilities). As part of the acquisition, Post also assumed $111.4 of leaseback financial liabilities of 8th Avenue. 8th Avenue is a manufacturer and distributor of private label nut butters, granola and dried fruit and nut products and was previously also a manufacturer and distributor of branded and private label pasta, which the Company divested during the first quarter of fiscal 2026 (see Note 6). The acquisition was completed using cash on hand and borrowings under the Revolving Credit Facility (as defined in Note 14). 8th Avenue is reported in the Post Consumer Brands segment. Preliminary values of 8th Avenue are measured as of the date of the acquisition, are not yet finalized pending the final purchase price allocation and are subject to change.
7
The following table presents the preliminary purchase price allocation related to the 8th Avenue acquisition based upon the fair values of assets acquired and liabilities assumed as of December 31, 2025.
| Cash and cash equivalents | $ | 2.9 | |||
| Receivables, net | 104.8 | ||||
| Inventories | 182.7 | ||||
| Prepaid expenses and other current assets | 9.3 | ||||
| Property, net | 298.4 | ||||
| Other intangible assets, net | 220.0 | ||||
| Other assets | 44.7 | ||||
| Accounts payable | (101.1) | ||||
| Other current liabilities | (53.6) | ||||
| Long-term debt (a) | (111.4) | ||||
| Deferred income taxes | (7.0) | ||||
| Other liabilities | (37.0) | ||||
| Total identifiable net assets | 552.7 | ||||
| Goodwill | 246.1 | ||||
| Fair value of total consideration transferred | $ | 798.8 | |||
(a) Long-term debt represents leaseback financial liabilities that were assumed by Post as part of the acquisition. In conjunction with the divestiture of the Pasta Business (as defined in Note 6), $78.2 of the leaseback financial liabilities were assumed by the Pasta Business acquirer. See Note 6 for additional information on the Pasta Business divestiture.
PPI
On March 3, 2025, the Company completed its acquisition of Potato Products of Idaho, L.L.C. (“PPI”) for $120.0, subject to working capital and other adjustments, resulting in a payment at closing of $129.5. During the third quarter of fiscal 2025, the Company reached a final settlement of working capital for an immaterial amount. PPI is a manufacturer and packager of refrigerated and frozen potato products and is reported in the Refrigerated Retail and Foodservice segments. The acquisition was completed using cash on hand.
Unaudited Pro Forma Information
The following unaudited pro forma information for the three months ended December 31, 2024 presents a summary of the results of operations of the Company combined with the results of the fiscal 2025 8th Avenue and PPI acquisitions as if the acquisitions had occurred on October 1, 2023, along with certain pro forma adjustments. These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation expense based upon the fair value of assets acquired, acquisition-related costs, inventory revaluation adjustments, interest expense and related income taxes. The following unaudited pro forma information has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the 8th Avenue and PPI acquisitions occurred on the assumed dates, nor is it necessarily an indication of future operating results. Pro forma adjustments did not affect the results of operations for the three months ended December 31, 2025.
| Pro forma net sales | $ | 2,231.7 | |||
| Pro forma net earnings | $ | 117.8 | |||
| Pro forma basic earnings per common share | $ | 2.02 | |||
| Pro forma diluted earnings per common share | $ | 1.85 | |||
NOTE 5 — RESTRUCTURING
In March 2025, the Company finalized its plan to close its Post Consumer Brands cereal manufacturing facilities in Sparks, Nevada (the “Sparks Facility”) and Cobourg, Ontario (the “Cobourg Facility”). The termination of operations at the Sparks Facility and Cobourg Facility was completed in the first quarter of fiscal 2026.
8
Restructuring charges and the associated liabilities, which primarily relate to employee-related expenses associated with the closure of these facilities, are shown in the following table.
Sparks Facility | Cobourg Facility | Total | |||||||||||||||
| Balance, September 30, 2025 | $ | 3.2 | $ | 4.2 | $ | 7.4 | |||||||||||
| Charge to expense | 0.6 | 0.3 | 0.9 | ||||||||||||||
| Cash payments | (0.5) | (0.3) | (0.8) | ||||||||||||||
| Non-cash charges | — | — | — | ||||||||||||||
| Balance, December 31, 2025 | $ | 3.3 | $ | 4.2 | $ | 7.5 | |||||||||||
| Total expected restructuring charges | $ | 6.2 | $ | 6.5 | $ | 12.7 | |||||||||||
| Cumulative restructuring charges incurred to date | 5.3 | 4.5 | 9.8 | ||||||||||||||
| Remaining expected restructuring charges | $ | 0.9 | $ | 2.0 | $ | 2.9 | |||||||||||
Restructuring charges of $0.9 and $0.8 were included in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations for the three months ended December 31, 2025 and 2024, respectively.
NOTE 6 — DIVESTITURE AND AMOUNTS HELD FOR SALE
On December 1, 2025, the Company completed its previously announced sale of 8th Avenue’s pasta business (the “Pasta Business”) for a preliminary price of $375.0, subject to working capital adjustments, resulting in total proceeds at closing of $378.5. As part of the sale, the acquirer also assumed $78.2 of leaseback financial liabilities of the Pasta Business. Prior to the sale, the Pasta Business was reported in the Post Consumer Brands segment and the related assets and liabilities were classified as held for sale as of September 30, 2025. During the three months ended December 31, 2025, the Company recorded a gain of $9.7 related to the sale of the Pasta Business, which was reported in “Other operating (income) expense, net” in the Condensed Consolidated Statements of Operations. There were no held for sale gains or losses recorded during the three months ended December 31, 2024.
9
The following table presents the major classes of assets and liabilities comprising “Current assets held for sale,” “Other assets held for sale,” “Current liabilities held for sale” and “Other liabilities held for sale” on the Condensed Consolidated Balance Sheets as of September 30, 2025, prior to the sale of the Pasta Business. There were no assets or liabilities held for sale at December 31, 2025.
| Receivables, net | $ | 54.6 | |||
| Inventories | 58.9 | ||||
| Prepaid expenses and other current assets | 2.8 | ||||
| Current assets held for sale | $ | 116.3 | |||
| Property, net | $ | 123.2 | |||
| Goodwill | 141.5 | ||||
| Other intangible assets, net | 157.6 | ||||
| Other assets | 2.5 | ||||
| Other assets held for sale | $ | 424.8 | |||
| Accounts payable | $ | 34.4 | |||
| Other current liabilities | 21.1 | ||||
| Current liabilities held for sale | $ | 55.5 | |||
Long-term debt (a) | $ | 78.2 | |||
| Deferred income taxes | 39.8 | ||||
| Other liabilities | 1.7 | ||||
| Other liabilities held for sale | $ | 119.7 | |||
(a) Long-term debt represents leaseback financial liabilities for certain pasta manufacturing facilities, which were assumed by the acquirer as part of the Pasta Business sale. See Note 4 for additional information regarding these leaseback financial liabilities.
In connection with the Pasta Business sale, the Company entered into a transition services agreement (the “TSA”) with the acquirer, pursuant to which the Company provides certain support services to the acquirer for a transition period following the close of the Pasta Business sale based on the terms set forth in the TSA. In accordance with the terms of the TSA, Post collects sales receivables from customers and remits payments to vendors for the Pasta Business, and the net cash received and paid by Post on behalf of the Pasta Business is settled between the Company and the acquirer on a monthly basis. As of December 31, 2025, the Company had recorded a net payable due to the acquirer of $16.4, which was recorded within “Accounts payable” on the Condensed Consolidated Balance Sheets.
NOTE 7 — EARNINGS PER SHARE
Basic earnings per share is based on the average number of shares of common stock outstanding during the period. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options and restricted stock units using the “treasury stock” method and convertible senior notes using the “if converted” method.
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The following table sets forth the computation of basic and diluted earnings per share.
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Net earnings for basic earnings per share | $ | 96.8 | $ | 113.3 | |||||||
| Impact of interest expense, net of tax, related to convertible senior notes | 2.7 | 2.7 | |||||||||
Net earnings for diluted earnings per share | $ | 99.5 | $ | 116.0 | |||||||
Weighted-average shares for basic earnings per share | 51.7 | 58.3 | |||||||||
| Effect of dilutive securities: | |||||||||||
| Stock options | 0.1 | 0.2 | |||||||||
| Restricted stock units | 0.3 | 0.5 | |||||||||
| Market-based performance restricted stock units | 0.6 | 0.7 | |||||||||
| Earnings-based performance restricted stock units | 0.1 | 0.1 | |||||||||
| Shares issuable upon conversion of convertible senior notes | 5.4 | 5.4 | |||||||||
| Total dilutive securities | 6.5 | 6.9 | |||||||||
Weighted-average shares for diluted earnings per share | 58.2 | 65.2 | |||||||||
Earnings per Common Share: | |||||||||||
| Basic | $ | 1.87 | $ | 1.94 | |||||||
| Diluted | $ | 1.71 | $ | 1.78 | |||||||
The following table presents the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share as they were anti-dilutive.
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Restricted stock units | 0.1 | — | |||||||||
| Market-based performance restricted stock units | 0.1 | — | |||||||||
NOTE 8 — INVENTORIES
| December 31, 2025 | September 30, 2025 | ||||||||||
| Raw materials and supplies | $ | 187.2 | $ | 181.7 | |||||||
| Work in process | 30.1 | 33.9 | |||||||||
| Finished products | 658.1 | 625.7 | |||||||||
| Flocks | 32.8 | 33.7 | |||||||||
| $ | 908.2 | $ | 875.0 | ||||||||
NOTE 9 — PROPERTY, NET
| December 31, 2025 | September 30, 2025 | ||||||||||
| Property, at cost | $ | 4,989.7 | $ | 4,955.3 | |||||||
| Accumulated depreciation | (2,307.1) | (2,256.6) | |||||||||
| $ | 2,682.6 | $ | 2,698.7 | ||||||||
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NOTE 10 — GOODWILL
The changes in the carrying amount of goodwill by segment are noted in the following table.
| Post Consumer Brands | Foodservice | Refrigerated Retail | Weetabix | Total | |||||||||||||||||||||||||
| Balance, September 30, 2025 | |||||||||||||||||||||||||||||
| Goodwill (gross) | $ | 2,408.7 | $ | 1,389.2 | $ | 835.3 | $ | 941.3 | $ | 5,574.5 | |||||||||||||||||||
| Accumulated impairment losses | (609.1) | — | (120.7) | — | (729.8) | ||||||||||||||||||||||||
| Goodwill (net) | $ | 1,799.6 | $ | 1,389.2 | $ | 714.6 | $ | 941.3 | $ | 4,844.7 | |||||||||||||||||||
| Currency translation adjustment | 0.1 | — | — | 1.0 | 1.1 | ||||||||||||||||||||||||
| Balance, December 31, 2025 | |||||||||||||||||||||||||||||
| Goodwill (gross) | $ | 2,408.8 | $ | 1,389.2 | $ | 835.3 | $ | 942.3 | $ | 5,575.6 | |||||||||||||||||||
| Accumulated impairment losses | (609.1) | — | (120.7) | — | (729.8) | ||||||||||||||||||||||||
| Goodwill (net) | $ | 1,799.7 | $ | 1,389.2 | $ | 714.6 | $ | 942.3 | $ | 4,845.8 | |||||||||||||||||||
NOTE 11 — INTANGIBLE ASSETS, NET
| December 31, 2025 | September 30, 2025 | ||||||||||||||||||||||||||||||||||
| Carrying Amount | Accumulated Amortization | Net Amount | Carrying Amount | Accumulated Amortization | Net Amount | ||||||||||||||||||||||||||||||
| Subject to amortization: | |||||||||||||||||||||||||||||||||||
| Customer relationships | $ | 2,700.0 | $ | (1,262.7) | $ | 1,437.3 | $ | 2,699.8 | $ | (1,225.3) | $ | 1,474.5 | |||||||||||||||||||||||
| Trademarks, brands and licensing agreements | 1,132.4 | (420.7) | 711.7 | 1,132.4 | (406.3) | 726.1 | |||||||||||||||||||||||||||||
| 3,832.4 | (1,683.4) | 2,149.0 | 3,832.2 | (1,631.6) | 2,200.6 | ||||||||||||||||||||||||||||||
| Not subject to amortization: | |||||||||||||||||||||||||||||||||||
| Trademarks and brands | 814.3 | — | 814.3 | 814.0 | — | 814.0 | |||||||||||||||||||||||||||||
| $ | 4,646.7 | $ | (1,683.4) | $ | 2,963.3 | $ | 4,646.2 | $ | (1,631.6) | $ | 3,014.6 | ||||||||||||||||||||||||
NOTE 12 — DERIVATIVE FINANCIAL INSTRUMENTS
In the ordinary course of business, the Company is exposed to commodity price risks relating to the purchases of raw materials, supplies and energy, interest rate risks and foreign currency exchange rate risks. The Company utilizes derivative financial instruments, including (but not limited to) futures contracts, option contracts, forward contracts and swaps, to manage certain of these exposures by hedging when it is practical to do so. The Company does not hold or issue financial instruments for speculative or trading purposes.
At December 31, 2025, the Company’s derivative instruments, none of which were designated as hedging instruments under Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging,” consisted of:
•commodity and energy futures, swaps and option contracts which relate to inputs that generally will be utilized within the next year;
•foreign currency forward contracts (“FX contracts”) maturing throughout fiscal 2026 that have the effect of hedging currency fluctuations between the U.S. Dollar and the Pound Sterling and between the Euro and the Pound Sterling; and
•pay-fixed, receive-variable interest rate swaps maturing in June 2033 that require monthly settlements and have the effect of hedging interest payments on debt expected to be issued but not yet priced.
The following table presents the notional amounts of derivative instruments held.
| December 31, 2025 | September 30, 2025 | |||||||||||||
Commodity and energy contracts | $ | 110.7 | $ | 113.2 | ||||||||||
| FX contracts | 35.9 | 4.3 | ||||||||||||
| Interest rate swaps | 300.0 | 300.0 | ||||||||||||
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The following table presents the balance sheet location and fair value of the Company’s derivative instruments. The Company does not offset derivative assets and liabilities within the Condensed Consolidated Balance Sheets.
| Balance Sheet Location | December 31, 2025 | September 30, 2025 | ||||||||||||||||||
| Asset Derivatives: | ||||||||||||||||||||
Commodity and energy contracts | Prepaid expenses and other current assets | $ | 1.1 | $ | 2.2 | |||||||||||||||
| Interest rate swaps | Prepaid expenses and other current assets | — | 0.3 | |||||||||||||||||
| Interest rate swaps | Other assets | 2.7 | 1.5 | |||||||||||||||||
| $ | 3.8 | $ | 4.0 | |||||||||||||||||
| Liability Derivatives: | ||||||||||||||||||||
Commodity and energy contracts | Other current liabilities | $ | 6.6 | $ | 5.8 | |||||||||||||||
| FX contracts | Other current liabilities | 0.8 | 0.1 | |||||||||||||||||
| Interest rate swaps | Other current liabilities | 0.7 | 0.3 | |||||||||||||||||
| Interest rate swaps | Other liabilities | 2.5 | 3.5 | |||||||||||||||||
| $ | 10.6 | $ | 9.7 | |||||||||||||||||
The following table presents the statement of operations location and loss (gain) recognized related to the Company’s derivative instruments.
| Derivative Instruments | Statement of Operations Location | Three Months Ended December 31, | ||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
Commodity and energy contracts | Cost of goods sold | $ | $ | |||||||||||||||||
FX contracts | Selling, general and administrative expenses | |||||||||||||||||||
| Interest rate swaps | Income on swaps, net | (1.9) | (15.4) | |||||||||||||||||
At December 31, 2025 and September 30, 2025, the Company had pledged collateral of $4.4 and $5.1, respectively, related to its commodity and energy contracts. These amounts were classified as “Restricted cash” on the Condensed Consolidated Balance Sheets.
NOTE 13 — FAIR VALUE MEASUREMENTS
The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis and the basis for that measurement according to the levels in the fair value hierarchy in ASC Topic 820, “Fair Value Measurement.”
| December 31, 2025 | September 30, 2025 | ||||||||||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Total | Level 1 | Level 2 | ||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
| Deferred compensation investments | $ | 19.9 | $ | 19.9 | $ | — | $ | 19.1 | $ | 19.1 | $ | — | |||||||||||||||||||||||
| Derivative assets | 3.8 | — | 3.8 | 4.0 | — | 4.0 | |||||||||||||||||||||||||||||
Equity security investments | 10.6 | 10.6 | — | 41.0 | 41.0 | — | |||||||||||||||||||||||||||||
| $ | 34.3 | $ | 30.5 | $ | 3.8 | $ | 64.1 | $ | 60.1 | $ | 4.0 | ||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||
| Deferred compensation liabilities | $ | 47.3 | $ | — | $ | 47.3 | $ | 49.0 | $ | — | $ | 49.0 | |||||||||||||||||||||||
| Derivative liabilities | 10.6 | — | 10.6 | 9.7 | — | 9.7 | |||||||||||||||||||||||||||||
| $ | 57.9 | $ | — | $ | 57.9 | $ | 58.7 | $ | — | $ | 58.7 | ||||||||||||||||||||||||
Deferred Compensation
The deferred compensation investments are primarily invested in mutual funds, and their fair value is measured using the market approach. These investments are in the same funds, or funds that employ a similar investment strategy, and are purchased in substantially the same amounts, as the participants’ selected notional investment options (excluding Post common stock equivalents), which represent the underlying liabilities to participants in the Company’s deferred compensation plans.
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Deferred compensation liabilities are recorded at amounts due to participants in cash, based on the fair value of participants’ selected notional investment options (excluding certain Post common stock equivalents to be distributed in shares) using the market approach.
Derivatives
The Company utilizes the income approach to measure fair value for its commodity and energy derivatives. The income approach uses pricing models that rely on market observable inputs such as yield curves and forward prices. FX contracts are valued using the spot rate less the forward rate multiplied by the notional amount. The Company’s calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve. Refer to Note 12 for the classification of changes in fair value of derivative assets and liabilities measured at fair value on a recurring basis within the Condensed Consolidated Statements of Operations.
Equity Security Investments
The Company uses the market approach to measure the fair value of its equity security investments. At December 31, 2025 and September 30, 2025, the Company’s equity security investments were included in “Prepaid expenses and other current assets” on the Condensed Consolidated Balance Sheets.
Other Fair Value Measurements
The Company’s financial assets and liabilities also include cash, cash equivalents and restricted cash, receivables and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). The Company does not record its current portion of long-term debt and long-term debt at fair value on the Condensed Consolidated Balance Sheets. The fair value of outstanding borrowings under the Revolving Credit Facility (as defined in Note 14) as of December 31, 2025 and September 30, 2025 approximated their carrying value. Based on current market rates, the fair value (Level 2) of the Company’s debt, excluding any outstanding borrowings under the municipal bond, Revolving Credit Facility and leaseback financial liabilities, was $7,061.0 and $6,999.6 as of December 31, 2025 and September 30, 2025, respectively, which included $621.5 and $647.5, respectively, related to the Company’s convertible senior notes.
Certain assets and liabilities, including property, goodwill, other intangible assets and assets and liabilities held for sale, are measured at fair value on a non-recurring basis using Level 3 inputs. At September 30, 2025, the Company had assets and liabilities classified as held for sale, which were measured at fair value based on the lower of the carrying amount or fair value less cost to sell. For additional information on assets and liabilities held for sale, see Note 6.
NOTE 14 — LONG-TERM DEBT
The components of “Long-term debt” on the Condensed Consolidated Balance Sheets are presented in the following table.
| December 31, 2025 | September 30, 2025 | ||||||||||
| 2.50% convertible senior notes maturing August 2027 | $ | 575.0 | $ | 575.0 | |||||||
| 4.50% senior notes maturing September 2031 | 980.6 | 980.6 | |||||||||
| 4.625% senior notes maturing April 2030 | 1,385.4 | 1,385.4 | |||||||||
| 5.50% senior notes maturing December 2029 | — | 1,235.0 | |||||||||
6.25% senior secured notes maturing February 2032 | 1,000.0 | 1,000.0 | |||||||||
6.250% senior notes maturing October 2034 | 600.0 | 600.0 | |||||||||
6.375% senior notes maturing March 2033 | 1,200.0 | 1,200.0 | |||||||||
6.50% senior notes maturing March 2036 | 1,300.0 | — | |||||||||
| Revolving Credit Facility | 430.0 | 440.0 | |||||||||
Leaseback financial liabilities | 33.2 | 33.2 | |||||||||
| Municipal bond | 3.0 | 3.0 | |||||||||
| $ | 7,507.2 | $ | 7,452.2 | ||||||||
| Less: Current portion of long-term debt | 1.2 | 1.2 | |||||||||
| Debt issuance costs, net | 57.2 | 48.9 | |||||||||
| Plus: Unamortized premium, net | 9.1 | 19.6 | |||||||||
| Total long-term debt | $ | 7,457.9 | $ | 7,421.7 | |||||||
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Convertible Senior Notes
On August 12, 2022, the Company issued $575.0 principal value of 2.50% convertible senior notes maturing in August 2027. The initial conversion rate of the 2.50% convertible senior notes is 9.4248 shares of the Company’s common stock per one thousand dollars principal amount of the 2.50% convertible senior notes, which represents an initial conversion price of approximately $106.10 per share of common stock. The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the indenture governing the 2.50% convertible senior notes (the “Convertible Notes Indenture”). The Company may settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. If a “make-whole fundamental change” (as defined in the Convertible Notes Indenture) occurs, then the Company must in certain circumstances increase the conversion rate for a specified period of time.
The 2.50% convertible senior notes may be converted at the holder’s option up to the second scheduled trading day immediately before the maturity date of August 15, 2027 under the following circumstances:
•during any calendar quarter (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
•during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “Measurement Period”) in which the trading price per one thousand dollars principal amount of the 2.50% convertible senior notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day;
•upon the occurrence of certain corporate events or distributions on the Company’s common stock described in the Convertible Notes Indenture;
•if the Company calls the 2.50% convertible senior notes for redemption; and
•at any time from, and including, May 15, 2027 until the close of business on the second scheduled trading day immediately before the August 15, 2027 maturity date.
If a “fundamental change” (as defined in the Convertible Notes Indenture) occurs, then, except as described in the Convertible Notes Indenture, holders of the 2.50% convertible senior notes may require the Company to repurchase their 2.50% convertible senior notes at a cash repurchase price equal to the principal amount of the 2.50% convertible senior notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the “fundamental change repurchase date” (as defined in the Convertible Notes Indenture).
The 2.50% convertible senior notes may be redeemed, in whole or in part (subject to the partial redemption limitation described in the Convertible Notes Indenture), at the Company’s option at any time, and from time to time, on or before the 35th scheduled trading day immediately before August 15, 2027, at a cash redemption price equal to the principal amount of the 2.50% convertible senior notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (ii) the trading day immediately before the date the Company sends such notice.
As of both December 31, 2025 and September 30, 2025, none of the conditions permitting holders to convert their 2.50% convertible senior notes had been satisfied, and no shares of the Company’s common stock had been issued in connection with any conversions of the 2.50% convertible senior notes.
The 2.50% convertible senior notes had no embedded features that required separate bifurcation under ASC Topic 815 as of December 31, 2025 or September 30, 2025. As such, the 2.50% convertible senior notes were recorded at the principal amount, net of unamortized issuance costs, on the Condensed Consolidated Balance Sheets as of both December 31, 2025 and September 30, 2025.
Other Senior Notes
On December 15, 2025, the Company issued $1,300.0 principal value of 6.50% senior notes maturing in March 2036. The 6.50% senior notes were issued at par and the Company received $1,284.7 after incurring underwriting fees and other fees and expenses of $15.3, which were deferred and are being amortized to interest expense over the term of the notes. Interest payments on the 6.50% senior notes are due semi-annually each March 15 and September 15, with the first interest payment
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due on March 15, 2026. With the net proceeds received from the 6.50% senior notes issuance, the Company redeemed the remaining balance of the Company’s outstanding 5.50% senior notes maturing in December 2029 and all accrued and unpaid interest to the redemption date. For additional information, see “Repayments of Debt” below.
The 6.50% senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior, unsecured basis by each of the Company’s existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries the Company designates as unrestricted subsidiaries).
Credit Agreement
On February 20, 2024, the Company entered into a third amendment to the Company’s second amended and restated credit agreement (as from time to time amended, modified or supplemented, including by the first amendment, the second amendment and the third amendment, the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in an aggregate principal amount of $1,000.0 (the “Revolving Credit Facility”), with the commitments thereunder to be made available to the Company in U.S. Dollars, Canadian Dollars, Euros and Pounds Sterling. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $75.0. The maturity date of the Revolving Credit Facility is February 20, 2029.
Borrowings in U.S. Dollars under the Revolving Credit Facility bear interest, at the option of the Company, at an annual rate equal to either (a) the adjusted term SOFR rate (as defined in the Credit Agreement) or (b) the base rate determined by reference to the highest of (i) the prime rate, (ii) the NYFRB Rate (as defined in the Credit Agreement) plus 0.50% per annum and (iii) the one-month adjusted term SOFR rate plus 1.00% per annum, in each case plus an applicable margin, which is determined by reference to the secured net leverage ratio (as defined in the Credit Agreement). The applicable margin for adjusted term SOFR rate loans and base rate loans is (i) 2.00% and 1.00%, respectively, if the secured net leverage ratio is greater than or equal to 3.00:1.00, (ii) 1.75% and 0.75%, respectively, if the secured net leverage ratio is less than 3.00:1.00 and greater than or equal to 1.50:1.00 or (iii) 1.50% and 0.50%, respectively, if the secured net leverage ratio is less than 1.50:1.00. Commitment fees on the daily unused amount of commitments under the Revolving Credit Facility accrue at a rate of 0.375% if the Company’s secured net leverage ratio is greater than or equal to 3.00:1.00, and accrue at a rate of 0.25% if the Company’s secured net leverage ratio is less than 3.00:1.00.
During the three months ended December 31, 2025, the Company borrowed $185.0 and repaid $195.0 under the Revolving Credit Facility. During the three months ended December 31, 2024, the Company had no borrowings or repayments under the Revolving Credit Facility. As of December 31, 2025, the Revolving Credit Facility had outstanding borrowings of $430.0, outstanding letters of credit of $24.1 and an available borrowing capacity of $545.9. As of September 30, 2025, the Revolving Credit Facility had outstanding borrowings of $440.0, outstanding letters of credit of $22.3 and an available borrowing capacity of $537.7. As of December 31, 2025 and September 30, 2025, the weighted-average interest rate on the outstanding borrowings under the Revolving Credit Facility was 5.66% and 5.83%, respectively.
The Credit Agreement provides for potential incremental revolving and term facilities at the request of the Company and at the discretion of the lenders or other persons providing such incremental facilities, in each case on terms to be determined, and also permits the Company to incur other secured or unsecured debt, in all cases subject to conditions and limitations specified in the Credit Agreement.
The Credit Agreement provides for customary events of default, including material breach of representations and warranties, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or default under certain other indebtedness in excess of $125.0, certain events of bankruptcy and insolvency, inability to pay debts, the occurrence of one or more unstayed or undischarged judgments in excess of $125.0, attachments issued against all or any material part of the Company’s property, certain events under the Employee Retirement Income Security Act of 1974, a change of control (as defined in the Credit Agreement), the invalidity of any loan document and the failure of the collateral documents to create a valid and perfected first priority lien (subject to certain permitted liens). Upon the occurrence and during the continuance of an event of default, the maturity of the loans under the Credit Agreement may accelerate and the agent and lenders under the Credit Agreement may exercise other rights and remedies available at law or under the loan documents, including with respect to the collateral and guarantees of the Company’s obligations under the Credit Agreement.
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Repayments of Debt
The following table presents the Company’s principal repayments of debt, which were included in the Condensed Consolidated Statements of Cash Flows, and the associated loss (gain) related to such repayments, which were included in “Loss on extinguishment of debt, net” in the Condensed Consolidated Statements of Operations.
| Loss on Extinguishment of Debt, net | ||||||||||||||||||||||||||
| Debt Instrument | Principal Amount Repaid | Debt Premiums Paid | Write-off of Debt Issuance Costs | Write-off of Unamortized Premiums | ||||||||||||||||||||||
| Three Months Ended December 31, 2025 | ||||||||||||||||||||||||||
5.50% senior notes | $ | 1,235.0 | $ | 22.6 | $ | 4.4 | $ | (9.5) | ||||||||||||||||||
| Revolving Credit Facility | 195.0 | — | — | — | ||||||||||||||||||||||
| Total | $ | 1,430.0 | $ | 22.6 | $ | 4.4 | $ | (9.5) | ||||||||||||||||||
| Three Months Ended December 31, 2024 | ||||||||||||||||||||||||||
5.625% senior notes | $ | 464.9 | $ | 4.4 | $ | 1.4 | $ | — | ||||||||||||||||||
Debt Covenants
Under the terms of the Credit Agreement, the Company is required to comply with a financial covenant consisting of a secured net leverage ratio (as defined in the Credit Agreement) not to exceed 4.25:1.00, measured as of the last day of any fiscal quarter, if, as of the last day of such fiscal quarter, the aggregate outstanding amount of all revolving credit loans, swing line loans and letter of credit obligations (subject to certain exceptions specified in the Credit Agreement) exceeds 30% of the Company’s revolving credit commitments. As of December 31, 2025, the Company was in compliance with this financial covenant.
NOTE 15 — COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Company is subject to various legal proceedings and actions arising in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accruals for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial condition, results of operations or cash flows of the Company. In addition, although it is difficult to estimate the potential financial impact of regulatory proceedings, in the opinion of management, based upon the information currently available, the ultimate liability arising from such regulatory proceedings is not expected to be material to the consolidated financial condition, results of operations or cash flows of the Company.
NOTE 16 — PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company maintains qualified defined benefit plans in the U.S., the United Kingdom (the “U.K.”) and Canada for certain employees primarily within its Post Consumer Brands and Weetabix segments. In addition, certain of the Company’s management employees, including its named executive officers, are eligible to participate in a supplemental executive retirement plan (the “SERP”), which is an unfunded, non-qualified defined benefit retirement plan.
Amounts for the Canadian plans and the SERP are included in the North America disclosures and are not disclosed separately because they do not constitute a significant portion of the combined amounts.
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The following tables present the components of net periodic benefit cost/income for the pension plans. Service cost was reported in “Cost of goods sold” and “Selling, general and administrative expenses” and all other components of net periodic benefit cost/income were reported in “Other income, net” in the Condensed Consolidated Statements of Operations.
| North America | |||||||||||
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Service cost | $ | 0.6 | $ | 0.7 | |||||||
| Interest cost | 1.4 | 1.3 | |||||||||
| Expected return on plan assets | (2.2) | (2.1) | |||||||||
| Recognized net actuarial gain | (0.1) | — | |||||||||
| Recognized prior service cost | 0.3 | 0.3 | |||||||||
| Net periodic benefit cost | $ | — | $ | 0.2 | |||||||
| Other International | |||||||||||
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Service cost | $ | 0.5 | $ | — | |||||||
| Interest cost | 6.5 | 6.3 | |||||||||
| Expected return on plan assets | (9.0) | (8.8) | |||||||||
| Recognized net actuarial loss | 0.2 | — | |||||||||
| Recognized prior service cost | 0.1 | 0.1 | |||||||||
| Net periodic benefit income | $ | (1.7) | $ | (2.4) | |||||||
The following table presents the components of net periodic benefit cost/income for the North American other postretirement benefit plans. Service cost was reported in “Cost of goods sold” and “Selling, general and administrative expenses” and all other components of net periodic benefit cost/income were reported in “Other income, net” in the Condensed Consolidated Statements of Operations.
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Service cost | $ | 0.1 | $ | — | |||||||
| Interest cost | 0.6 | 0.6 | |||||||||
| Recognized net actuarial gain | (0.1) | (0.1) | |||||||||
| Net periodic benefit cost | $ | 0.6 | $ | 0.5 | |||||||
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NOTE 17 — SHAREHOLDERS’ EQUITY
The following table summarizes the Company’s repurchases of its common stock.
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Shares repurchased | 3.7 | 1.6 | |||||||||
| Average price per share (a) | $ | 101.57 | $ | 114.39 | |||||||
Total share repurchase costs (b) | $ | 382.2 | $ | 182.1 | |||||||
(a)Average price per share excludes accrued excise tax and broker’s commissions, which are included in “Total share repurchase costs” within this table.
(b)“Purchases of treasury stock” in the Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2025 (i) excluded $3.2 of accrued excise tax that had not yet been paid as of December 31, 2025, (ii) excluded $4.8 of repurchases of common stock that were accrued in the first quarter of fiscal 2026 but did not settle until the second quarter of fiscal 2026 and (iii) included $2.0 of payments for repurchases of common stock that were accrued in fiscal 2025 but did not settle until the first quarter of fiscal 2026. “Purchases of treasury stock” in the Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2024 (i) excluded $1.0 of accrued excise tax that had not been paid as of December 31, 2024, (ii) excluded $6.2 of repurchases of common stock that were accrued in the first quarter of fiscal 2025 but did not settle until the second quarter of fiscal 2025 and (iii) included $0.2 of payments for repurchases of common stock that were accrued in fiscal 2024 but did not settle until the first quarter of fiscal 2025.
NOTE 18 — SEGMENTS
At December 31, 2025, the Company managed and reported operating results through the following four reportable segments:
•Post Consumer Brands: primarily North American RTE cereal and granola, pet food and nut butters;
•Foodservice: primarily egg and potato products;
•Refrigerated Retail: primarily side dish, egg, cheese and sausage products; and
•Weetabix: primarily U.K. RTE cereal, muesli and protein-based shakes.
The Company’s chief operating decision maker (“CODM”), who is the Company’s President and Chief Executive Officer, utilizes segment profit to assess segment performance and allocate segment resources. Segment profit for all segments is its earnings/loss before income taxes and equity method earnings/loss before impairment of property, goodwill and other intangible assets, facility closure related costs, restructuring expenses, gain/loss on assets and liabilities held for sale, gain/loss on sale of businesses and facilities, demolition and site remediation costs related to unused facilities, gain on/adjustment to bargain purchase, interest expense and other unallocated corporate income and expenses. Segment profit is used during the Company’s annual planning process and is utilized by the CODM to monitor monthly segment results compared to prior periods, the annual plan and periodic forecasts.
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The following tables present net sales, significant segment expenses (cost of goods sold and selling, general and administrative expenses) and segment profit by reportable segment. Certain inter-segment sales are presented on a gross basis by reportable segment to the CODM and eliminated within consolidated net sales.
| Three Months Ended December 31, 2025 | |||||||||||||||||||||||||||||
Post Consumer Brands | Foodservice | Refrigerated Retail | Weetabix | Total | |||||||||||||||||||||||||
Net Sales | |||||||||||||||||||||||||||||
Segment | $ | 1,103.8 | $ | 669.1 | $ | 266.6 | $ | 137.9 | $ | 2,177.4 | |||||||||||||||||||
Corporate and eliminations | (2.8) | ||||||||||||||||||||||||||||
Total | $ | 2,174.6 | |||||||||||||||||||||||||||
Less: | |||||||||||||||||||||||||||||
| Cost of goods sold | 775.9 | 496.2 | 181.7 | 83.3 | |||||||||||||||||||||||||
| Selling, general and administrative expenses | 170.9 | 42.2 | 43.7 | 31.9 | |||||||||||||||||||||||||
Other segment expenses, net (a) | 24.8 | 13.2 | 10.8 | 1.0 | |||||||||||||||||||||||||
| Segment Profit | 132.2 | 117.5 | 30.4 | 21.7 | 301.8 | ||||||||||||||||||||||||
General corporate expenses and other | 58.8 | ||||||||||||||||||||||||||||
Interest expense, net | 103.4 | ||||||||||||||||||||||||||||
| Loss on extinguishment of debt, net | 17.5 | ||||||||||||||||||||||||||||
Income on swaps, net | (1.9) | ||||||||||||||||||||||||||||
| Earnings before income taxes and equity method earnings | $ | 124.0 | |||||||||||||||||||||||||||
(a)Other segment expenses included (i) amortization of intangible assets for all segments, (ii) loss on sale of property for the Post Consumer Brands, Foodservice and Refrigerated Retail segments, (iii) gain on sale of property for the Weetabix segment and (iv) certain pension and other postretirement plan adjustments for the Post Consumer Brands and Weetabix segments.
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| Three Months Ended December 31, 2024 | |||||||||||||||||||||||||||||
Post Consumer Brands | Foodservice | Refrigerated Retail | Weetabix | Total | |||||||||||||||||||||||||
Net Sales | |||||||||||||||||||||||||||||
Segment | $ | 963.9 | $ | 616.6 | $ | 266.6 | $ | 127.6 | $ | 1,974.7 | |||||||||||||||||||
Corporate and eliminations | — | ||||||||||||||||||||||||||||
Total | $ | 1,974.7 | |||||||||||||||||||||||||||
Less: | |||||||||||||||||||||||||||||
| Cost of goods sold | 635.2 | 479.4 | 187.7 | 80.8 | |||||||||||||||||||||||||
| Selling, general and administrative expenses | 175.2 | 38.4 | 44.4 | 30.4 | |||||||||||||||||||||||||
Other segment expenses, net (a) | 22.5 | 12.7 | 10.3 | 0.5 | |||||||||||||||||||||||||
| Segment Profit | 131.0 | 86.1 | 24.2 | 15.9 | 257.2 | ||||||||||||||||||||||||
General corporate expenses and other | 37.3 | ||||||||||||||||||||||||||||
Interest expense, net | 84.1 | ||||||||||||||||||||||||||||
| Loss on extinguishment of debt, net | 5.8 | ||||||||||||||||||||||||||||
Income on swaps, net | (15.4) | ||||||||||||||||||||||||||||
| Earnings before income taxes and equity method earnings | $ | 145.4 | |||||||||||||||||||||||||||
(a)Other segment expenses included (i) amortization of intangible assets for all segments, (ii) loss on sale of property for the Post Consumer Brands segment, (iii) gain on sale of property for the Foodservice and Refrigerated Retail segments and (iv) certain pension and other postretirement plan adjustments for the Post Consumer Brands and Weetabix segments.
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The following tables present additions to property and intangibles, depreciation and amortization and total assets by reportable segment. Additions to property and intangibles exclude any additions through business acquisitions (see Note 4). Due to the level of integration between the Foodservice and Refrigerated Retail segments, it is impracticable to present additions to property and intangibles and total assets separately for each segment. As such, an allocation has been made between the two segments for depreciation based on inventory costing.
| Three Months Ended December 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
Additions to property and intangibles | |||||||||||||||||
| Post Consumer Brands | $ | 70.8 | $ | 79.5 | |||||||||||||
Foodservice and Refrigerated Retail | 39.9 | 51.1 | |||||||||||||||
| Weetabix | 4.4 | 8.4 | |||||||||||||||
| Corporate | 1.3 | — | |||||||||||||||
| Total | $ | 116.4 | $ | 139.0 | |||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Post Consumer Brands | $ | 67.1 | $ | 58.2 | |||||||||||||
| Foodservice | 35.8 | 31.7 | |||||||||||||||
| Refrigerated Retail | 19.3 | 17.4 | |||||||||||||||
| Weetabix | 11.3 | 12.0 | |||||||||||||||
| Total segment depreciation and amortization | 133.5 | 119.3 | |||||||||||||||
| Corporate | 19.0 | 1.0 | |||||||||||||||
| Total | $ | 152.5 | $ | 120.3 | |||||||||||||
| Assets | December 31, 2025 | September 30, 2025 | |||||||||||||||
| Post Consumer Brands | $ | 5,690.6 | $ | 6,290.2 | |||||||||||||
| Foodservice and Refrigerated Retail | 4,996.2 | 5,028.1 | |||||||||||||||
| Weetabix | 1,926.2 | 1,924.9 | |||||||||||||||
| Corporate | 371.3 | 285.2 | |||||||||||||||
| Total assets | $ | 12,984.3 | $ | 13,528.4 | |||||||||||||
The following table presents net sales by product.
| Three Months Ended December 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Net sales by product | |||||||||||||||||
Cereal and granola | $ | 654.6 | $ | 645.0 | |||||||||||||
| Eggs and egg products | 589.3 | 559.0 | |||||||||||||||
| Pet food | 360.4 | 408.9 | |||||||||||||||
| Side dishes (including potato products) | 221.5 | 212.6 | |||||||||||||||
| Nut butters | 105.8 | 28.1 | |||||||||||||||
| Sausage | 53.1 | 50.7 | |||||||||||||||
Cheese and dairy | 41.3 | 42.7 | |||||||||||||||
| Protein-based products | 29.3 | 13.6 | |||||||||||||||
| Other | 122.1 | 14.1 | |||||||||||||||
| Eliminations | (2.8) | — | |||||||||||||||
| Total | $ | 2,174.6 | $ | 1,974.7 | |||||||||||||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and capital resources of Post Holdings, Inc. This discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included herein, our audited consolidated financial statements and notes thereto found in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and the “Cautionary Statement on Forward-Looking Statements” section included below. The terms “our,” “we,” “us,” “Company” and “Post” as used herein refer to Post Holdings, Inc. and its subsidiaries.
OVERVIEW
We are a consumer packaged goods holding company operating in four reportable segments. Our products are sold through a variety of channels, including grocery, club and drug stores, mass merchandisers, foodservice, food ingredient and eCommerce.
At December 31, 2025, our reportable segments were as follows:
•Post Consumer Brands: primarily North American ready-to-eat (“RTE”) cereal and granola, pet food and nut butters;
•Foodservice: primarily egg and potato products;
•Refrigerated Retail: primarily side dish, egg, cheese and sausage products; and
•Weetabix: primarily United Kingdom (the “U.K.”) RTE cereal, muesli and protein-based shakes.
Acquisitions
Fiscal 2025
On July 1, 2025, we completed our acquisition of all of the preferred stock and the remaining common equity interest that we did not already own in 8th Avenue Food & Provisions, Inc. (“8th Avenue”). 8th Avenue is a manufacturer and distributor of private label nut butters, granola and dried fruit and nut products and was previously also a manufacturer and distributor of branded and private label pasta, which we divested during the first quarter of fiscal 2026 (see “Divestitures” below within this section). 8th Avenue is reported in our Post Consumer Brands segment.
On March 3, 2025, we completed our acquisition of Potato Products of Idaho, L.L.C. (“PPI”), a manufacturer and packager of refrigerated and frozen potato products, which is reported in our Refrigerated Retail and Foodservice segments.
For additional information on these acquisitions, refer to Note 4 within “Notes to Condensed Consolidated Financial Statements.”
Divestitures
Fiscal 2026
On December 1, 2025, we completed our previously announced sale of 8th Avenue’s pasta business (the “Pasta Business”). Prior to the sale, the Pasta Business’s operating results were reported in the Post Consumer Brands segment and its assets and liabilities were classified as held for sale as of September 30, 2025.
For additional information on this divestiture, refer to Note 6 within “Notes to Condensed Consolidated Financial Statements.”
Market and Company Trends
Our Company, as well as the consumer packaged goods industry in which we operate, has been impacted by the following trends which impacted our results of operations in the prior year and may continue to impact our results of operations in the future, including:
•outbreaks of highly pathogenic avian influenza (“HPAI”), which impacted our Foodservice and Refrigerated Retail segments. We experienced volatility in our egg supply due to HPAI outbreaks across the industry, which impacted our results of operations in fiscal 2025. Future outbreaks of HPAI could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses; and
•inflationary pressures on input costs, which impacted all segments across our business. During fiscal 2025, inflationary pressures on certain input costs eased while other input costs continued to face inflationary pressures, which impacted our results of operations in the prior year and could continue to impact our business in fiscal 2026. In addition, we anticipate that any potential future modifications or incremental tariffs could increase supply chain challenges, commodity cost volatility and consumer and economic uncertainty due to rapid changes in global trade policies. This could impact the cost of, and consumer demand for, our products, including as a result of any potential pricing actions
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taken to offset increased costs. Future inflationary pressures and potential modifications or incremental tariffs could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses.
RESULTS OF OPERATIONS
| Three Months Ended December 31, | Change in | ||||||||||||||||||||||
| dollars in millions | 2025 | 2024 | $ | % | |||||||||||||||||||
Net Sales | $ | 2,174.6 | $ | 1,974.7 | $ | 199.9 | 10 | % | |||||||||||||||
| Operating Profit | $ | 238.4 | $ | 214.1 | $ | 24.3 | 11 | % | |||||||||||||||
| Interest expense, net | 103.4 | 84.1 | 19.3 | 23 | % | ||||||||||||||||||
| Loss on extinguishment of debt, net | 17.5 | 5.8 | 11.7 | 202 | % | ||||||||||||||||||
| Income on swaps, net | (1.9) | (15.4) | 13.5 | 88 | % | ||||||||||||||||||
| Other income, net | (4.6) | (5.8) | 1.2 | 21 | % | ||||||||||||||||||
| Income tax expense | 27.3 | 32.1 | (4.8) | (15) | % | ||||||||||||||||||
| Equity method earnings, net of tax | (0.3) | (0.1) | (0.2) | (200) | % | ||||||||||||||||||
| Less: Net earnings attributable to noncontrolling interest | 0.2 | 0.1 | 0.1 | 100 | % | ||||||||||||||||||
| Net Earnings | $ | 96.8 | $ | 113.3 | $ | (16.5) | (15) | % | |||||||||||||||
Net Sales
Net sales increased $199.9 million, or 10%, during the three months ended December 31, 2025, when compared to the prior year period, as a result of higher net sales within our Post Consumer Brands, Foodservice and Weetabix segments.
For further discussion, refer to “Segment Results” within this section.
Operating Profit
Operating profit increased $24.3 million, or 11%, during the three months ended December 31, 2025, when compared to the prior year period, driven by higher segment profit across all segments, partially offset by higher general corporate expenses.
For further discussion, refer to “Segment Results” within this section.
Interest Expense, Net
Interest expense, net increased $19.3 million, or 23%, during the three months ended December 31, 2025, when compared to the prior year period. This increase was driven by lower interest income, higher average outstanding principal amounts of debt and a higher weighted-average interest rate compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.4% and 5.3% for the three months ended December 31, 2025 and 2024, respectively.
For additional information on our debt, refer to Note 14 within “Notes to Condensed Consolidated Financial Statements.”
Loss on Extinguishment of Debt, Net
Fiscal 2025
During the three months ended December 31, 2025, we recognized a net loss of $17.5 million related to the redemption of our outstanding 5.50% senior notes. The net loss included debt premiums paid of $22.6 million and the write-off of debt issuance costs of $4.4 million, partially offset by the write-off of unamortized premiums of $9.5 million.
Fiscal 2024
During the three months ended December 31, 2024, we recognized a net loss of $5.8 million related to the redemption of our outstanding 5.625% senior notes. The net loss included debt premiums paid of $4.4 million and the write-off of debt issuance costs of $1.4 million.
For additional information on our debt, refer to Note 14 within “Notes to Condensed Consolidated Financial Statements.”
Income on Swaps, Net
During the three months ended December 31, 2025 and 2024, we recognized income on swaps, net of $1.9 million and $15.4 million, respectively, related to mark-to-market adjustments and settlements on our interest rate swaps.
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For additional information on our interest rate swap contracts and exposure to risk related to interest rate swaps, refer to Note 12 within “Notes to Condensed Consolidated Financial Statements” and “Quantitative and Qualitative Disclosures About Market Risk” below, respectively.
Income Tax Expense
The effective income tax rate was 22.0% and 22.1% for the three months ended December 31, 2025 and 2024, respectively.
SEGMENT RESULTS
We evaluate each segment’s performance based on its segment profit, which for all segments is its earnings/loss before income taxes and equity method earnings/loss before impairment of property, goodwill and other intangible assets, facility closure related costs, restructuring expenses, gain/loss on assets and liabilities held for sale, gain/loss on sale of businesses and facilities, demolition and site remediation costs related to unused facilities, gain on/adjustment to bargain purchase, interest expense and other unallocated corporate income and expenses.
Post Consumer Brands
| Three Months Ended December 31, | Change in | ||||||||||||||||||||||
| dollars in millions | 2025 | 2024 | $ | % | |||||||||||||||||||
Net Sales | $ | 1,103.8 | $ | 963.9 | $ | 139.9 | 15 | % | |||||||||||||||
Segment Profit | $ | 132.2 | $ | 131.0 | $ | 1.2 | 1 | % | |||||||||||||||
Segment Profit Margin | 12 | % | 14 | % | |||||||||||||||||||
Net sales for the Post Consumer Brands segment increased $139.9 million, or 15%, for the three months ended December 31, 2025, when compared to the prior year period, driven by the inclusion of three months of 8th Avenue net sales of $217.2 million. Nut butters product sales were up $77.7 million, or 275%, primarily due to the inclusion of three months of 8th Avenue. Cereal and granola product sales were up $1.1 million, or less than 1%, driven by the inclusion of three months of 8th Avenue, partially offset by category declines and lower promotional activity. Pet food product sales were down $48.5 million, or 12%, driven by 6% lower volumes and lower average net selling prices. Pet food volumes decreased primarily due to distribution losses and reductions in co-manufactured and private label products. Pet food average net selling prices decreased primarily due to increased promotional activity and unfavorable product mix. Other product sales were up $109.6 million, driven by the inclusion of three months of 8th Avenue.
Segment profit for the three months ended December 31, 2025 increased $1.2 million, or 1%, when compared to the prior year period. This increase was primarily driven by higher net sales, as previously discussed, lower integration costs of $11.7 million and lower advertising and consumer spending of $10.5 million. These positive impacts were partially offset by higher product costs of $140.7 million (which was primarily driven by the inclusion of three months of 8th Avenue product costs of $178.4 million, partially offset by lower pet food volumes) and higher warehousing costs of $8.0 million.
Foodservice
| Three Months Ended December 31, | Change in | ||||||||||||||||||||||
| dollars in millions | 2025 | 2024 | $ | % | |||||||||||||||||||
Net Sales | $ | 669.1 | $ | 616.6 | $ | 52.5 | 9 | % | |||||||||||||||
Segment Profit | $ | 117.5 | $ | 86.1 | $ | 31.4 | 36 | % | |||||||||||||||
| Segment Profit Margin | 18 | % | 14 | % | |||||||||||||||||||
Net sales for the Foodservice segment increased $52.5 million, or 9%, for the three months ended December 31, 2025, when compared to the prior year period. Egg product sales were up $32.9 million, or 6%, driven by 7% higher volumes primarily due to improved customer service levels. Sales of side dishes were up $8.3 million, or 11%, driven by 12% higher volumes primarily due to the inclusion of three months of PPI. Sales of all other products were up $11.3 million, primarily driven by protein-based shake sales.
Segment profit for the three months ended December 31, 2025 increased $31.4 million, or 36%, when compared to the prior year period, driven by lower raw material costs of $26.0 million and higher net sales, as previously discussed.
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Refrigerated Retail
| Three Months Ended December 31, | Change in | ||||||||||||||||||||||
| dollars in millions | 2025 | 2024 | $ | % | |||||||||||||||||||
Net Sales | $ | 266.6 | $ | 266.6 | $ | — | — | % | |||||||||||||||
Segment Profit | $ | 30.4 | $ | 24.2 | $ | 6.2 | 26 | % | |||||||||||||||
Segment Profit Margin | 11 | % | 9 | % | |||||||||||||||||||
Net sales for the Refrigerated Retail segment were flat for the three months ended December 31, 2025, when compared to the prior year period. Sausage sales increased $3.0 million, or 6%, on 5% lower volumes, driven by higher average net selling prices due to prior year price increases. Sales of side dishes increased $0.9 million, or 1%, driven by 3% higher volumes due to new private label product introductions. Egg product sales were down $2.9 million, or 8%, on 7% lower volumes driven by category declines. Cheese and other dairy product sales decreased $1.4 million, or 3%, driven by 6% lower volumes. Sales of all other products were up $0.4 million.
Segment profit for the three months ended December 31, 2025 increased $6.2 million, or 26%, when compared to the prior year period, primarily driven by lower manufacturing costs of $4.0 million and lower raw material costs of $2.5 million.
Weetabix
| Three Months Ended December 31, | Change in | ||||||||||||||||||||||
| dollars in millions | 2025 | 2024 | $ | % | |||||||||||||||||||
Net Sales | $ | 137.9 | $ | 127.6 | $ | 10.3 | 8 | % | |||||||||||||||
Segment Profit | $ | 21.7 | $ | 15.9 | $ | 5.8 | 36 | % | |||||||||||||||
Segment Profit Margin | 16 | % | 12 | % | |||||||||||||||||||
Net sales for the Weetabix segment increased $10.3 million, or 8%, for the three months ended December 31, 2025, when compared to the prior year period, driven by a favorable foreign currency exchange impact of $5.1 million and 2% higher volumes. Volumes increased due to higher protein-based shakes and branded product volumes.
Segment profit for the three months ended December 31, 2025 increased $5.8 million, or 36%, when compared to the prior year period, primarily driven by higher net sales, as previously discussed, and lower manufacturing costs of $1.6 million.
General Corporate Expenses and Other
| Three Months Ended December 31, | Change in | ||||||||||||||||||||||
| dollars in millions | 2025 | 2024 | $ | % | |||||||||||||||||||
| General corporate expenses and other | $ | 58.8 | $ | 37.3 | $ | 21.5 | 58 | % | |||||||||||||||
General corporate expenses and other increased $21.5 million, or 58%, for the three months ended December 31, 2025, when compared to the prior year period. This increase was primarily driven by higher restructuring and facility closure costs (including accelerated depreciation) of $19.4 million primarily related to our Post Consumer Brands segment and increased net losses related to mark-to-market adjustments on economic hedges of $7.2 million (compared to net gains in the prior year period), partially offset by a gain of $9.7 million related to our sale of the Pasta Business.
LIQUIDITY AND CAPITAL RESOURCES
We completed the following activities during the three months ended December 31, 2025 (for additional information, see Notes 14 and 17 within “Notes to Condensed Consolidated Financial Statements”) impacting our liquidity and capital resources:
•$1,300.0 million principal value issued of 6.50% senior notes;
•$1,235.0 million principal value of our 5.50% senior notes redeemed at a premium of $22.6 million;
•$185.0 million borrowed under our revolving credit facility (the “Revolving Credit Facility”) provided for under our second amended and restated credit agreement (as amended, restated or amended and restated the “Credit Agreement”);
26
•$195.0 million repaid under our Revolving Credit Facility; and
•3.7 million shares of our common stock repurchased at an average share price of $101.57 per share and at a total cost, including accrued excise tax and broker’s commissions, of $382.2 million.
Historically, we have generated and expect to continue to generate positive cash flows from operations. We believe our cash on hand, cash flows from operations and current and possible future credit facilities will be sufficient to satisfy our working capital requirements, purchase commitments, interest payments, research and development activities, capital expenditures, pension contributions and benefit payments and other financing requirements for the foreseeable future. We are currently not aware of any existing trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact meeting our capital needs during or beyond the next twelve months. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. If we are unable to generate sufficient cash flows from operations, or are otherwise unable to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives, which may require waivers under our Credit Agreement and our indentures governing our senior notes, in order to generate additional cash. There can be no assurance that we would be able to obtain additional financing or any such waivers on terms acceptable to us or at all. For additional information on our debt, refer to Note 14 within “Notes to Condensed Consolidated Financial Statements.”
Short-term financing needs primarily consist of working capital requirements and interest payments on our long-term debt. Long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and other strategic transactions, repayment or refinancing of our long-term debt obligations and capital expenditures related to ongoing projects. We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases in open market transactions, privately negotiated transactions or otherwise. Additionally, we may continue to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Obligations under our Credit Agreement are unconditionally guaranteed by our existing and subsequently acquired or organized subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries) and are secured by security interests in substantially all of our assets and the assets of our subsidiary guarantors, but excluding, in each case, real property. The guarantees of our subsidiaries are subject to release in certain circumstances.
Our senior notes, other than certain of our senior notes described below, are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries). Our 6.25% senior secured notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, and our 6.375% and 6.250% senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of our existing and subsequently acquired or organized wholly-owned domestic subsidiaries that guarantee the Credit Agreement or certain of our other indebtedness (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries). These guarantees are subject to release in certain circumstances.
Our 2.50% convertible senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing domestic subsidiaries that have guaranteed our other senior notes, which excludes certain immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries under our other senior notes indentures. If, after the date our 2.50% convertible senior notes were issued, any domestic wholly-owned subsidiary guarantees any of our existing senior notes or any other debt securities we may issue in the form of senior unsecured notes or convertible or exchangeable notes, then we must cause such subsidiary to become a guarantor for the 2.50% convertible senior notes as well.
The following table presents select cash flow data, which is discussed below.
| Three Months Ended December 31, | |||||||||||
| dollars in millions | 2025 | 2024 | |||||||||
Cash provided by (used in): | |||||||||||
Operating activities | $ | 235.7 | $ | 310.4 | |||||||
Investing activities | 261.8 | (128.3) | |||||||||
Financing activities | (395.8) | (94.2) | |||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0.2 | (3.7) | |||||||||
Net increase in cash, cash equivalents and restricted cash | $ | 101.9 | $ | 84.2 | |||||||
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Operating Activities
Cash provided by operating activities for the three months ended December 31, 2025 decreased $74.7 million compared to the prior year period. This decrease was primarily driven by cash outflows within our Post Consumer Brands and Foodservice segments related to fluctuations in timing of payments of trade payables and inventory purchases and higher interest payments of $16.6 million. These negative impacts were partially offset by cash inflows related to fluctuations in the timing of sales and collections of trade receivables within our Post Consumer Brands and Foodservice segments, higher net proceeds from the sale of equity securities of $38.5 million (compared to purchases in the prior year period) and lower tax payments of $8.7 million.
Investing Activities
Three months ended December 31, 2025
Cash provided by investing activities for the three months ended December 31, 2025 was $261.8 million, primarily driven by proceeds from the sale of the Pasta Business of $378.5 million, partially offset by capital expenditures of $116.4 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.
Three months ended December 31, 2024
Cash used in investing activities for the three months ended December 31, 2024 was $128.3 million, primarily driven by capital expenditures of $139.0 million, partially offset by proceeds from the sale of property of $11.0 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.
Financing Activities
Three months ended December 31, 2025
Cash used in financing activities for the three months ended December 31, 2025 was $395.8 million. We received proceeds of $1,300.0 million from the issuance of our 6.50% senior notes and $185.0 million from borrowings under our Revolving Credit Facility, redeemed $1,235.0 million principal value of our 5.50% senior notes and repaid $195.0 million under our Revolving Credit Facility. In addition, we paid $376.2 million, including broker’s commissions, for the repurchase of shares of our common stock, paid $15.2 million of debt issuance costs in connection with the issuance of our 6.50% senior notes and paid $22.6 million of debt premiums related to the redemption of our 5.50% senior notes.
Three months ended December 31, 2024
Cash used in financing activities for the three months ended December 31, 2024 was $94.2 million. We received proceeds of $600.0 million from the issuance of our 6.250% senior notes and redeemed $464.9 million principal value of our 5.625% senior notes. In addition, we paid $175.1 million, including broker’s commissions, for the repurchase of shares of our common stock, paid $5.2 million of debt issuance costs in connection with our issuance of our 6.250% senior notes and paid $4.4 million of debt premiums related to the redemption of our 5.625% senior notes.
Debt Covenants
Under the terms of our Credit Agreement, we are required to comply with a financial covenant consisting of a secured net leverage ratio (as defined in the Credit Agreement) not to exceed 4.25 to 1.00, measured as of the last day of any fiscal quarter, if, as of the last day of such fiscal quarter, the aggregate outstanding amount of all revolving credit loans, swing line loans and letter of credit obligations (subject to certain exceptions specified in the Credit Agreement) exceeds 30% of our revolving credit commitments. As of December 31, 2025, we were in compliance with this financial covenant. We do not believe non-compliance is reasonably likely in the foreseeable future.
Our Credit Agreement provides for incremental revolving and term loan facilities, and also permits other secured or unsecured debt, if, among other conditions, certain financial ratios are met, as defined and specified in the Credit Agreement.
CRITICAL ACCOUNTING ESTIMATES
Our critical accounting estimates are more fully described in our Annual Report on Form 10-K for the year ended September 30, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2025. There have been no significant changes to our critical accounting estimates since September 30, 2025.
RECENTLY ISSUED ACCOUNTING STANDARDS
See Note 2 within “Notes to Condensed Consolidated Financial Statements” for a discussion regarding recently issued accounting standards.
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CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are made throughout this report. These forward-looking statements are sometimes identified from the use of forward-looking words such as “believe,” “should,” “could,” “potential,” “continue,” “expect,” “project,” “estimate,” “predict,” “anticipate,” “aim,” “intend,” “plan,” “forecast,” “target,” “is likely,” “will,” “can,” “may” or “would” or the negative of these terms or similar expressions elsewhere in this report. Our financial condition, results of operations and cash flows may differ materially from the forward-looking statements in this report. Such statements are based on management’s current views and assumptions and involve risks and uncertainties that could affect expected results. Those risks and uncertainties include, but are not limited to, the following:
•volatility in the cost or availability of inputs to our businesses (including raw materials, energy and other supplies and freight);
•disruptions or inefficiencies in our supply chain, tariffs, inflation, highly pathogenic avian influenza and other agricultural diseases and pests, labor shortages, public health crises, weather events and fires and other events beyond our control;
•changes in economic conditions, financial instability, disruptions in capital and credit markets, changes in interest rates and fluctuations in foreign currency exchange rates;
•our and our customers’ ability to compete in our respective product categories, including the success of pricing, advertising and promotional programs, declines in demand for our products and the ability to anticipate and respond to changes in consumer and customer preferences and behaviors;
•our ability to hire and retain talented personnel, increases in labor-related costs, employee safety, labor strikes, work stoppages, unionization efforts and other labor disruptions;
•our high leverage, our ability to obtain additional financing and service our outstanding debt (including covenants restricting the operation of our businesses) and a potential downgrade in our credit ratings;
•our ability to successfully implement business strategies to reduce costs or optimize our network;
•allegations that our products cause injury or illness, product recalls and withdrawals, product liability claims and other related litigation;
•the success of new product introductions;
•compliance with new, existing and changing laws and regulations;
•our reliance on third parties and others for the manufacture of many of our products;
•costs, business disruptions and reputational damage associated with information technology failures, cybersecurity incidents, information security breaches or enterprise resource planning system implementations;
•the impact of litigation;
•our ability to identify, complete and integrate or otherwise effectively execute acquisitions, including 8th Avenue and the pet food assets and operations acquired in April 2023 and December 2023, or other strategic transactions;
•the loss of, a significant reduction of purchases by or the bankruptcy of a major customer;
•differences in our actual operating results from any of our guidance regarding our future performance;
•impairment in the carrying value of goodwill, other intangibles or long-lived assets or changes in critical accounting estimates;
•risks associated with our international businesses;
•business disruption or other losses resulting from changes in governmental administrations or regulatory priorities, political instability, terrorism, war or armed hostilities or geopolitical tensions;
•risks related to the intended tax treatment of our divestitures of our interest in BellRing Brands, Inc.;
•our ability to protect our intellectual property and other assets and to license third-party intellectual property;
•costs associated with the obligations of Bob Evans Farms, Inc. (“Bob Evans”) in connection with the sale of its restaurants business, including certain indemnification obligations and Bob Evans’s payment and performance obligations as a guarantor for certain leases;
•losses or increased funding and expenses related to our qualified pension or other postretirement plans;
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•conflicting interests or the appearance of conflicting interests resulting from any of our directors or officers also serving as directors or officers of other companies; and
•other risks and uncertainties included under “Risk Factors” in Item 1A of Part II of this report and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on November 21, 2025.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Commodity Price Risk
In the ordinary course of business, the Company is exposed to commodity price risks relating to the purchase of raw materials, including ingredients and packaging, energy and fuel. The Company may use futures contracts and options to manage certain of these exposures when it is practical to do so. A hypothetical 10% change in the market price of the Company’s principal hedged commodities, including natural gas, heating oil, soybean oil, corn, wheat and dairy, would have changed the fair value of the Company’s commodity-related derivatives portfolio by approximately $1 million as of both December 31, 2025 and September 30, 2025. This volatility analysis ignores changes in the exposures inherent in the underlying hedged commodities. Because the Company does not hold or trade derivatives for speculation or profit, all changes in derivative values are effectively offset by corresponding changes in the underlying commodity exposures.
For more information regarding the Company’s commodity derivative contracts, refer to Note 12 within “Notes to Condensed Consolidated Financial Statements.”
Foreign Currency Risk
Related to its foreign subsidiaries, the Company is exposed to risks of fluctuations in future cash flows and earnings due to changes in foreign currency exchange rates. To mitigate these risks, the Company uses a combination of foreign currency exchange contracts, which may consist of options, forward contracts and currency swaps. As of December 31, 2025 and September 30, 2025, a hypothetical 10% change in the expected USD-GBP and Euro-GBP foreign currency exchange rates would have changed the fair value of the Company’s foreign currency-related derivatives portfolio by approximately $4 million and $1 million, respectively.
For additional information regarding the Company’s foreign currency derivative contracts, refer to Note 12 within “Notes to Condensed Consolidated Financial Statements.”
Interest Rate Risk
Long-term debt
As of December 31, 2025, the Company had outstanding principal value of indebtedness of $7,507.2 million related to its senior notes, borrowings outstanding under its Revolving Credit Facility, leaseback financial liabilities and a municipal bond. Of the total $7,507.2 million of outstanding principal value of indebtedness, $7,074.2 million bore interest at a weighted-average fixed interest rate of 5.5%. The $430.0 million of outstanding borrowings under the Revolving Credit Facility bore interest at a weighted-average variable rate of 5.7%, and the Revolving Credit Facility had available borrowing capacity of $545.9 million. As of September 30, 2025, the Company had outstanding principal value of indebtedness of $7,452.2 million related to its senior notes, borrowings under its Revolving Credit Facility, leaseback financial liabilities (excluding amounts classified as held for sale) and a municipal bond. Of the total $7,452.2 million of outstanding indebtedness, $7,009.2 million bore interest at a weighted-average fixed interest rate of 5.3%. The $440.0 million outstanding borrowings under the Revolving Credit Facility bore interest at a weighted-average variable rate of 5.8%, and the Revolving Credit Facility had available borrowing capacity of $537.7 million.
As of December 31, 2025 and September 30, 2025, the fair value of the Company’s debt, excluding any outstanding borrowings under the Revolving Credit Facility, leaseback financial liabilities and a municipal bond, was $7,061.0 million and $6,999.6 million, respectively. Changes in interest rates impact fixed and variable rate debt differently. For fixed rate debt, a change in interest rates will only impact the fair value of the debt, whereas a change in interest rates on variable rate debt will impact interest expense and cash flows. A hypothetical 10% change in interest rates would have changed the fair value of the fixed rate debt by approximately $121 million and $102 million as of December 31, 2025 and September 30, 2025, respectively. A hypothetical 10% change in interest rates would have had an immaterial impact on both interest expense and interest paid on variable rate debt during each of the three months ended December 31, 2025 and 2024.
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For additional information regarding the Company’s debt, refer to Note 14 within “Notes to Condensed Consolidated Financial Statements.”
Interest rate swaps
As of both December 31, 2025 and September 30, 2025, the Company had interest rate swaps with a notional value of $300.0 million. A hypothetical 10% change in interest rates would have changed the fair value of the interest rate swaps by approximately $8 million as of both December 31, 2025 and September 30, 2025.
For additional information regarding the Company’s interest rate swap contracts, refer to Note 12 within “Notes to Condensed Consolidated Financial Statements.”
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Management, with the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Company’s CEO and CFO concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to provide reasonable assurance of achieving the desired control objectives.
Changes in Internal Control Over Financial Reporting
In connection with the Company’s 8th Avenue acquisition completed in fiscal 2025, management is in the process of analyzing, evaluating and, where necessary, implementing changes in controls and procedures. This process may result in additions or changes to the Company’s internal control over financial reporting. Based on management’s evaluation, there were no other significant changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
For information regarding our legal proceedings, refer to “Legal Proceedings” in Note 15 within “Notes to Condensed Consolidated Financial Statements” in Item 1 of Part I of this report, which is incorporated herein by reference.
Pursuant to Securities and Exchange Commission (“SEC”) regulations, the Company is required to disclose certain information about environmental proceedings with a governmental entity as a party if the Company reasonably believes such proceedings may result in monetary sanctions, exclusive of interest and costs, above a stated threshold. Pursuant to such SEC regulations, the Company has elected to use a threshold of $1.0 million for purposes of determining whether disclosure of any such proceedings is required. Applying this threshold, there are no such environmental proceedings to disclose for the period covered by this report.
ITEM 1A. RISK FACTORS.
In addition to the information set forth elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”), you should carefully consider the risk factors we previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on November 21, 2025 (the “Annual Report”). As of the date of the Quarterly Report, there have been no material changes to the risk factors previously disclosed in the Annual Report. These risks could materially and adversely affect our businesses, financial condition, results of operations and cash flows. Such enumerated risks are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our businesses, financial condition, results of operations and cash flows.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The following table sets forth information with respect to shares of our common stock that we purchased during the fiscal quarter ended December 31, 2025:
| Period | Total Number of Shares Purchased | Average Price Paid per Share (a) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (b) | ||||||||||
October 1, 2025 - October 31, 2025 | 584,738 | $105.90 | 584,738 | $326,177,284 | ||||||||||
November 1, 2025 - November 30, 2025 | 1,139,002 | $102.87 | 1,139,002 | $497,306,393 | ||||||||||
December 1, 2025 - December 31, 2025 | 2,006,344 | $99.57 | 2,006,344 | $297,526,757 | ||||||||||
| Total | 3,730,084 | $101.57 | 3,730,084 | $297,526,757 | ||||||||||
(a)Does not include accrued excise tax or broker’s commissions.
(b)On August 27, 2025, our Board of Directors approved an authorization to repurchase up to $500.0 million of shares of our common stock effective August 29, 2025 (the “Prior Authorization”). The Prior Authorization had an expiration date of August 29, 2027. On November 25, 2025, our Board of Directors cancelled the Prior Authorization effective November 26, 2025 and approved a new authorization to repurchase up to $500.0 million of shares of our common stock effective November 27, 2025 (the “Existing Authorization”). The Existing Authorization had an expiration date of November 27, 2027. On February 3, 2026, our Board of Directors cancelled the Existing Authorization effective February 6, 2026 and approved a new authorization to repurchase up to $500.0 million of shares of our common stock effective February 7, 2026 (the “New Authorization”). The New Authorization has an expiration date of February 7, 2028. Repurchases may be made from time to time in the open market, in private purchases, through forward, derivative, accelerated repurchase or automatic purchase transactions, or otherwise.
ITEM 5. OTHER INFORMATION.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended December 31, 2025, no director or “officer,” as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
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ITEM 6. EXHIBITS.
The following exhibits are either provided with this Form 10-Q or are incorporated herein by reference.
| Exhibit No. | Description | |||||||
| *2.1 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.6 | ||||||||
| 4.7 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| **32.1 | ||||||||
| 101.INS | Inline XBRL (eXtensible Business Reporting Language) Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
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| Exhibit No. | Description | |||||||
| 104 | The cover page from the Company’s Form 10-Q for the quarterly period ended December 31, 2025, formatted in Inline XBRL and contained in Exhibits 101 | |||||||
* | Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished. | ||||
** | Exhibit furnished herewith and shall not be deemed to be “filed” with the SEC or subject to the liabilities of the Exchange Act, nor shall such exhibit be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Post Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| POST HOLDINGS, INC. | |||||||||||
| Date: | February 5, 2026 | By: | /s/ Matthew J. Mainer | ||||||||
| Matthew J. Mainer | |||||||||||
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | |||||||||||
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