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 June 30, 2024

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 – 58,427,526 shares as of July 29, 2024

POST HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Statements of Operations (Unaudited)	1
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	2
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)	4
	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
	SIGNATURES	40

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 June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Net Sales	$	1,947.7	$	1,859.4	$	5,912.6	$	5,045.6
Cost of goods sold	1,370.4		1,357.8		4,183.1		3,715.3
Gross Profit	577.3		501.6		1,729.5		1,330.3
Selling, general and administrative expenses	324.5		300.9		988.7		768.9
Amortization of intangible assets	46.4		42.4		138.5		115.4
Other operating expense (income), net	3.2		—		(0.3)		0.1
Operating Profit	203.2		158.3		602.6		445.9
Interest expense, net	78.8		72.7		236.9		202.4
Gain on extinguishment of debt, net	(1.8)		(6.4)		(4.6)		(21.2)
(Income) expense on swaps, net	(3.1)		(17.1)		4.7		(20.4)
Other income, net	(2.3)		(16.0)		(8.6)		(32.9)
Earnings before Income Taxes and Equity Method Loss	131.6		125.1		374.2		318.0
Income tax expense	31.7		26.8		88.8		70.4
Equity method loss, net of tax	—		—		0.1		0.2
Net Earnings Including Noncontrolling Interests	99.9		98.3		285.3		247.4
Less: Net earnings attributable to noncontrolling interests	0.1		8.7		0.2		11.8
Net Earnings	$	99.8	$	89.6	$	285.1	$	235.6
Earnings per Common Share:
Basic	$	1.66	$	1.49	$	4.72	$	4.13
Diluted	$	1.53	$	1.38	$	4.36	$	3.82
Weighted-Average Common Shares Outstanding:
Basic	60.0		61.6		60.4		59.7
Diluted	67.0		68.5		67.3		66.7

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 June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Net Earnings Including Noncontrolling Interests	$	99.9	$	98.3	$	285.3	$	247.4
Pension and other postretirement benefits adjustments:
Unrealized pension and other postretirement benefit obligations	—		—		(8.3)		—
Reclassifications to net earnings	(0.2)		(1.2)		(0.8)		(3.5)
Foreign currency translation adjustments:
Unrealized foreign currency translation adjustments	2.6		36.1		56.1		185.3
Tax benefit on other comprehensive income:
Pension and other postretirement benefits adjustments:
Unrealized pension and other postretirement benefit obligations	—		—		2.0		—
Reclassifications to net earnings	0.1		0.2		0.3		0.8
Total Other Comprehensive Income Including Noncontrolling Interests	2.5		35.1		49.3		182.6
Less: Comprehensive income attributable to noncontrolling interests	0.3		8.2		1.5		10.2
Total Comprehensive Income	$	102.1	$	125.2	$	333.1	$	419.8

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

2

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)

	June 30, 2024		September 30, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	333.8	$	93.3
Restricted cash	10.0		23.9
Receivables, net	536.1		512.4
Inventories	795.0		789.9
Prepaid expenses and other current assets	81.3		59.0
Total Current Assets	1,756.2		1,478.5
Property, net	2,187.7		2,021.4
Goodwill	4,648.7		4,574.4
Other intangible assets, net	3,169.0		3,212.4
Other assets	366.9		360.0
Total Assets	$	12,128.5	$	11,646.7
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt	$	1.2	$	1.1
Accounts payable	392.6		368.8
Other current liabilities	463.4		435.4
Total Current Liabilities	857.2		805.3
Long-term debt	6,397.8		6,039.0
Deferred income taxes	645.9		674.4
Other liabilities	271.8		276.7
Total Liabilities	8,172.7		7,795.4
Shareholders’ Equity
Common stock	0.9		0.9
Additional paid-in capital	5,312.5		5,288.1
Retained earnings	1,701.6		1,416.5
Accumulated other comprehensive loss	(87.1)		(135.1)
Treasury stock, at cost	(2,982.8)		(2,728.3)
Total Shareholders’ Equity Excluding Noncontrolling Interests	3,945.1		3,842.1
Noncontrolling interests	10.7		9.2
Total Shareholders’ Equity	3,955.8		3,851.3
Total Liabilities and Shareholders’ Equity	$	12,128.5	$	11,646.7

 See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

3

POST HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

	Nine Months Ended June 30,
	2024		2023
Cash Flows from Operating Activities
Net earnings including noncontrolling interests	$	285.3	$	247.4
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization	352.7		293.3
Unrealized loss (gain) on interest rate swaps, foreign exchange contracts and warrant liability, net	15.9		(27.4)
Gain on extinguishment of debt, net	(4.6)		(21.2)
Non-cash stock-based compensation expense	60.9		57.2
Equity method loss, net of tax	0.1		0.2
Deferred income taxes	(33.9)		(11.2)
Non-cash gain on write-off of deferred underwriting commissions	—		(10.7)
Other, net	0.9		(4.3)
Other changes in operating assets and liabilities, net of business acquisitions:
Decrease (increase) in receivables, net	23.7		(17.7)
Decrease (increase) in inventories	20.1		(20.7)
(Increase) decrease in prepaid expenses and other current assets	(28.2)		40.5
Decrease (increase) in other assets	1.4		(15.0)
Decrease in accounts payable and other current liabilities	(13.9)		(38.1)
Increase in non-current liabilities	15.9		8.2
Net Cash Provided by Operating Activities	696.3		480.5
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired	(248.1)		(715.2)
Return of subsidiary investments held in trust account	—		345.0
Additions to property	(290.3)		(201.9)
Other, net	0.1		4.2
Net Cash Used in Investing Activities	(538.3)		(567.9)
Cash Flows from Financing Activities
Proceeds from issuance of debt	1,645.0		530.0
Repayments of debt, net of discounts	(1,266.6)		(178.4)
Purchases of treasury stock	(248.7)		(242.4)
Payments of debt issuance costs and deferred financing fees	(19.9)		(3.1)
Payments of debt premiums	(4.4)		—
Payment for share repurchase contracts	(50.0)		—
Proceeds from share repurchase contracts	50.9		—
Redemption of Post Holdings Partnering Corporation Series A common stock	—		(312.5)
Financing portion of cash paid for rate-lock interest rate swaps	—		(43.5)
Other, net	(39.6)		(29.8)
Net Cash Provided by (Used in) Financing Activities	66.7		(279.7)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	1.9		3.8
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	226.6		(363.3)
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	117.2		590.1
Cash, Cash Equivalents and Restricted Cash, End of Period	$	343.8	$	226.8

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 June 30,				As of and for the Nine Months Ended June 30,
	2024		2023		2024		2023
Common Stock
Beginning and end of period	$	0.9	$	0.9	$	0.9	$	0.9
Additional Paid-in Capital
Beginning of period	5,240.1		4,757.5		5,288.1		4,748.2
Activity under stock and deferred compensation plans	0.4		(1.1)		(37.4)		(29.0)
Non-cash stock-based compensation expense	21.1		20.0		60.9		57.2
Payment for share repurchase contracts	—		—		(50.0)		—
Proceeds from share repurchase contracts	50.9		—		50.9		—
Issuance of common stock	—		492.3		—		492.3
End of period	5,312.5		5,268.7		5,312.5		5,268.7
Retained Earnings
Beginning of period	1,601.8		1,253.8		1,416.5		1,109.0
Net earnings	99.8		89.6		285.1		235.6
Post Holdings Partnering Corporation deemed dividend	—		7.4		—		6.2
End of period	1,701.6		1,350.8		1,701.6		1,350.8
Accumulated Other Comprehensive Loss
Retirement Benefit Adjustments, net of tax
Beginning of period	(37.0)		(31.4)		(30.3)		(29.7)
Net change in retirement benefits, net of tax	(0.1)		(1.0)		(6.8)		(2.7)
End of period	(37.1)		(32.4)		(37.1)		(32.4)
Hedging Adjustments, net of tax
Beginning and end of period	74.8		74.8		74.8		74.8
Foreign Currency Translation Adjustments
Beginning of period	(127.2)		(157.7)		(179.6)		(308.0)
Foreign currency translation adjustments	2.4		36.6		54.8		186.9
End of period	(124.8)		(121.1)		(124.8)		(121.1)
Treasury Stock
Beginning of period	(2,773.1)		(2,424.9)		(2,728.3)		(2,341.2)
Purchases of treasury stock	(209.7)		(166.8)		(254.5)		(250.5)
End of period	(2,982.8)		(2,591.7)		(2,982.8)		(2,591.7)
Total Shareholders’ Equity Excluding Noncontrolling Interests	3,945.1		3,950.0		3,945.1		3,950.0
Noncontrolling Interests
Beginning of period	10.4		10.9		9.2		11.7
Net earnings attributable to noncontrolling interests	0.1		(0.6)		0.2		(0.3)
Foreign currency translation adjustments	0.2		(0.5)		1.3		(1.6)
End of period	10.7		9.8		10.7		9.8
Total Shareholders’ Equity	$	3,955.8	$	3,959.8	$	3,955.8	$	3,959.8

 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, per unit 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, 2023, filed with the SEC on November 17, 2023.

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. Certain reclassifications have been made to previously reported financial information to conform to the current period presentation.

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 had or will have a material impact on the Company’s results of operations, comprehensive income, financial position, cash flows, shareholders’ equity or related disclosures based on current information.

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” 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.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU is effective for fiscal years beginning after December 15, 2023 (i.e., the Company’s annual financial statements for the year ended September 30, 2025) and for interim periods within fiscal years beginning after December 15, 2024 (i.e., the Company’s interim financial statements for the three months ended December 31, 2025), with early adoption permitted. This ASU requires retrospective adoption. The Company is currently evaluating the impact of this standard.

NOTE 3 — NONCONTROLLING INTERESTS, EQUITY INTERESTS AND RELATED PARTY TRANSACTIONS

Post Holdings Partnering Corporation

In May and June 2021, the Company and Post Holdings Partnering Corporation (“PHPC”), a special purpose acquisition company, consummated the initial public offering of 34.5 units of PHPC (the “PHPC Units” and such transaction, the “PHPC IPO”), of which a wholly-owned subsidiary of the Company (“PHPC Sponsor”) purchased 4.0 PHPC Units. Each PHPC Unit consisted of one share of Series A common stock of PHPC (“PHPC Series A Common Stock”) and one-third of one redeemable warrant to purchase one share of PHPC Series A Common Stock at an exercise price of $11.50 per share (the “PHPC Warrants”). The PHPC Units were sold at a price of $10.00 per PHPC Unit, generating gross proceeds to PHPC of $345.0. Under the terms of the PHPC IPO, PHPC was required to consummate a partnering transaction by May 28, 2023, which could have been extended to August 28, 2023 in certain circumstances (the “Combination Period”).

Substantially concurrently with the closing of the PHPC IPO, PHPC completed the private sale of 1.1 units of PHPC (the “PHPC Private Placement Units”), at a purchase price of $10.00 per PHPC Private Placement Unit, to PHPC Sponsor, generating proceeds to PHPC of $10.9 (the “PHPC Private Placement”). Each PHPC Private Placement Unit consisted of one share of PHPC Series A Common Stock and one-third of one redeemable warrant of PHPC to purchase one share of PHPC Series A Common Stock at an exercise price of $11.50 per share (the “PHPC Private Placement Warrants”).

In addition, the Company, through PHPC Sponsor’s ownership of 8.6 shares of Series F common stock of PHPC (the “PHPC Series F Common Stock”), had certain governance rights in PHPC relating to the election of PHPC directors and voting rights on amendments to PHPC’s amended and restated certificate of incorporation.

6

PHPC Sponsor was the primary beneficiary of PHPC as it had, through its equity interest, the right to receive benefits or the obligation to absorb losses from PHPC, as well as the power to direct a majority of the activities that significantly impacted PHPC’s economic performance, including partnering transaction target identification. As such, PHPC was fully consolidated into the Company’s financial statements until the time of its dissolution, as discussed below.

Proceeds of $345.0 were deposited in a trust account established for the benefit of PHPC’s public stockholders, which consisted of certain proceeds from the PHPC IPO and certain proceeds from the PHPC Private Placement, net of underwriters’ discounts and commissions and other costs and expenses.

The public stockholders’ ownership of PHPC equity represented a noncontrolling interest (“NCI”) to the Company, which was classified outside of permanent shareholders’ equity as the PHPC Series A Common Stock was redeemable at the option of the public stockholders in certain circumstances. The carrying amount of the redeemable NCI was equal to the greater of (i) the initial carrying amount, increased or decreased for the redeemable NCI’s share of PHPC’s net earnings or loss, other comprehensive income or loss (“OCI”) and distributions or (ii) the redemption value. The redemption value represented the amount the public stockholders of PHPC Series A Common Stock would be entitled in certain circumstances to redeem their shares of PHPC Series A Common Stock for, which was a pro-rata portion of the amount in the trust account at $10.00 per share of PHPC Series A Common Stock held, plus any pro-rata interest earned on the funds held in the trust account (which interest was net of taxes payable, and less up to $0.1 of interest to pay dissolution expenses). Remeasurements to the redemption value of the redeemable NCI were recognized as a deemed dividend and recorded to retained earnings on the balance sheet prior to the PHPC Redemption (as defined below).

In connection with the PHPC IPO, PHPC incurred offering costs of $17.9, of which $10.7 were deferred underwriting commissions that would have become payable to the underwriters solely in the event that PHPC completed a partnering transaction.

Prior to the PHPC Redemption, the Company beneficially owned 31.0% of the equity of PHPC and the net earnings and net assets of PHPC were consolidated within the Company’s financial statements. The remaining 69.0% of the consolidated net earnings and net assets of PHPC, which represented the percentage of economic interest in PHPC held by the public stockholders of PHPC through their ownership of PHPC equity, were allocated to redeemable NCI. All transactions between PHPC and PHPC Sponsor, as well as related financial statement impacts, eliminated in consolidation.

On May 11, 2023, PHPC announced that it would not complete a partnering transaction within the Combination Period and that the entity would liquidate and dissolve in accordance with the terms of its amended and restated certificate of incorporation. Subsequent to the decision to liquidate and dissolve, PHPC completed certain winding-up activities, which included writing-off the deferred underwriting commissions as the underwriters agreed to waive their rights to these amounts should a partnering transaction not occur. The Company recorded a $10.7 gain in connection with this write-off, which was recorded in “Other income, net” on the Condensed Consolidated Statements of Operations during both the three and nine months ended June 30, 2023.

On May 28, 2023, the PHPC Warrants and the PHPC Private Placement Warrants expired worthless, as PHPC had not completed a partnering transaction before the expiration of the Combination Period.

On May 30, 2023, PHPC redeemed all of the outstanding public shares of PHPC Series A Common Stock (the “PHPC Redemption”). Each share of PHPC Series A Common Stock was redeemed for approximately $10.24 per share, representing the per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account not previously released to pay taxes or dissolution expenses, divided by the number of then outstanding shares of PHPC Series A Common Stock. In connection with the PHPC Redemption, during the three and nine months ended June 30, 2023:

•$353.4 of funds held in the trust account immediately prior to the PHPC Redemption were distributed to redeem all of the outstanding shares of PHPC Series A Common Stock. The Company received $40.9 from the PHPC Redemption related to its ownership of 4.0 shares of PHPC Series A Common Stock; and

•redeemable NCI of $312.5 immediately prior to the PHPC Redemption was reduced to zero.

Subsequent to the PHPC Redemption, PHPC delisted from the New York Stock Exchange and dissolved in June 2023, and all classes of shares of PHPC equity were cancelled, including the PHPC Private Placement Units and the shares of the PHPC Series F Common Stock, which were surrendered by PHPC Sponsor for no consideration. PHPC Sponsor subsequently dissolved in August 2023.

7

The following table summarizes the effects of changes in the Company’s redeemable NCI on the Company’s equity for the three and nine months ended June 30, 2023, which represent the periods ended May 30, 2023, as the Company’s redeemable NCI was reduced to zero upon completion of the PHPC Redemption.

	Three Months Ended June 30, 2023		Nine Months Ended June 30, 2023
Net earnings attributable to redeemable NCI	$	9.3	$	12.1
Redemption value adjustment	(1.9)		(5.9)
PHPC deemed dividend	$	7.4	$	6.2

The following table summarizes the changes to the Company’s redeemable NCI for the three and nine months ended June 30, 2023, which represent the periods ended May 30, 2023, as the Company’s redeemable NCI was reduced to zero upon completion of the PHPC Redemption.

	Three Months Ended June 30, 2023		Nine Months Ended June 30, 2023
Beginning of period	$	310.6	$	306.6
Redemption of PHPC Series A Common Stock	(312.5)		(312.5)
Net earnings attributable to redeemable NCI	9.3		12.1
PHPC deemed dividend	(7.4)		(6.2)
End of period	$	—	$	—

8th Avenue

The Company has a 60.5% common equity interest in 8th Avenue Food & Provisions, Inc. (“8th Avenue”) that is accounted for using the equity method. In determining the accounting treatment of the common equity interest, management concluded that 8th Avenue was not a variable interest entity as defined by Accounting Standards Codification (“ASC”) Topic 810, “Consolidation,” and as such, 8th Avenue was evaluated under the voting interest model. Based on the terms of 8th Avenue’s governing documents, management determined that the Company does not have a controlling voting interest in 8th Avenue due to substantive participating rights held by third parties associated with the governance of 8th Avenue. However, Post does retain significant influence, and therefore, the use of the equity method of accounting is required.

During fiscal 2022, 8th Avenue’s equity method loss attributable to Post exceeded the Company’s remaining investment in 8th Avenue. As such, in accordance with ASC Topic 323, “Investments—Equity Method and Joint Ventures,” the Company discontinued applying the equity method to the investment after reducing the balance of the investment to zero. The Company’s investment in 8th Avenue was zero at both June 30, 2024 and September 30, 2023, and the Company did not recognize an equity method gain (loss) attributable to 8th Avenue for the three or nine months ended June 30, 2024 or 2023.

During the three and nine months ended June 30, 2024, the Company had net sales to 8th Avenue of $1.5 and $5.3, respectively, and purchases from and royalties paid to 8th Avenue of $21.5 and $61.1, respectively. During the three and nine months ended June 30, 2023, the Company had net sales to 8th Avenue of $1.2 and $6.7, respectively, and purchases from and royalties paid to 8th Avenue of $16.8 and $65.2, respectively. Sales and purchases between the Company and 8th Avenue were all made at arm’s-length.

The Company had current payables with 8th Avenue of $15.6 and $13.3 at June 30, 2024 and September 30, 2023, respectively, which were included in “Accounts payable” on the Condensed Consolidated Balance Sheets and primarily related to related party purchases and royalties. Current receivables with 8th Avenue at June 30, 2024 and September 30, 2023 were immaterial. In addition, the Company had a long-term receivable and a long-term liability with 8th Avenue of $12.9 and $0.7, respectively, at both June 30, 2024 and September 30, 2023, which were included in “Other assets” and “Other liabilities,” respectively, on the Condensed Consolidated Balance Sheets and related to tax indemnifications.

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 50.1% 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 NCI.

8

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 $3.7 and $3.6 at June 30, 2024 and September 30, 2023, 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.

On September 30, 2022, Comet Processing, Inc. (“Comet”), a wholly-owned subsidiary of the Company, entered into a co-packing agreement with Premier Nutrition Company, LLC (“Premier Nutrition”), a subsidiary of BellRing (the “Co-Packing Agreement”). Under the Co-Packing Agreement, Premier Nutrition procures certain packaging materials for Comet that Comet utilizes in the production of ready-to-drink (“RTD”) shakes for Premier Nutrition. In December 2023, in accordance with the terms of the Co-Packing Agreement, Comet began manufacturing RTD shakes for Premier Nutrition. Sales of RTD shakes to Premier Nutrition during the three and nine months ended June 30, 2024 were immaterial and there were no sales of RTD shakes to Premier Nutrition during fiscal 2023. Other related party transactions and balances between the Company and BellRing were immaterial as of and for the three and nine months ended June 30, 2024 and 2023.

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 2024

On December 1, 2023, the Company completed its acquisition of substantially all of the assets of Perfection Pet Foods, LLC (“Perfection”) for $235.0, subject to working capital adjustments and other adjustments, resulting in a payment at closing of $238.8. Perfection is a manufacturer and packager of private label and co-manufactured pet food and baked treat products and is reported in the Post Consumer Brands segment. The acquisition was completed using cash on hand, including borrowings under the Revolving Credit Facility (as defined in Note 13). During the third quarter of fiscal 2024, the Company reached a final settlement of net working capital, resulting in an amount received by the Company of $4.6.

Based upon the preliminary purchase price allocation, the Company recorded $81.0 of customer relationships, which is being amortized over a weighted-average useful life of 16 years. Net sales and operating profit included in the Condensed Consolidated Statements of Operations attributable to Perfection were $62.1 and $4.2, respectively, for the three months ended June 30, 2024 and $146.7 and $9.1, respectively, for the nine months ended June 30, 2024.

Preliminary values of Perfection are measured as of the date of the acquisition, are not yet finalized pending the final purchase price allocation and are subject to change. The goodwill generated by the Company’s Perfection acquisition is expected to be deductible for U.S. income tax purposes.

9

The following table presents the preliminary purchase price allocation, including immaterial measurement period adjustments, related to the Perfection acquisition based upon the fair values of assets acquired and liabilities assumed as of June 30, 2024.

Cash and cash equivalents	$	0.3
Receivables, net	40.8
Inventories	21.1
Prepaid expenses and other current assets	0.4
Property, net	69.9
Other intangible assets, net	81.0
Other assets	2.9
Accounts payable	(21.5)
Other current liabilities	(1.6)
Other liabilities	(1.8)
Total identifiable net assets	191.5
Goodwill	42.7
Fair value of total consideration transferred	$	234.2

Also on December 1, 2023, the Company completed its acquisition of Deeside Cereals I Ltd (“Deeside”) for £11.3 (approximately $14.3). The acquisition was completed using cash on hand. Deeside is a producer of private label cereals in the United Kingdom (the “U.K.”) and is reported in the Weetabix segment. Based upon the preliminary purchase price allocation, the Company identified and recorded $20.5 of net assets, which exceeded the purchase price paid for Deeside. As a result, the Company recorded an initial gain on bargain purchase of $6.2 during the first quarter of fiscal 2024. During the third quarter of fiscal 2024, the Company recorded measurement period adjustments related to Deeside’s defined benefit pension plan and deferred taxes, which reduced the acquired Deeside net assets by $0.4. As a result, the Company recorded an adjustment to (gain) on bargain purchase of $0.4 and $(5.8) during the three and nine months ended June 30, 2024, respectively, which was included in “Other operating expense (income), net” in the Condensed Consolidated Statements of Operations. Net sales and operating loss included in the Condensed Consolidated Statements of Operations attributable to Deeside were $7.5 and $0.3, respectively, for the three months ended June 30, 2024 and $17.0 and $1.2, respectively, for the nine months ended June 30, 2024. Preliminary values of Deeside are measured as of the date of the acquisition, are not yet finalized pending the final purchase price allocation and are subject to change.

Acquisition-related costs for fiscal 2024 acquisitions were immaterial during the three and nine months ended June 30, 2024.

Fiscal 2023

On April 28, 2023, the Company completed its acquisition of a portion of The J. M. Smucker Company’s (“Smucker”) pet food business, including brands such as Rachael Ray Nutrish, Nature’s Recipe, 9Lives, Kibbles ’n Bits and Gravy Train, private label pet food assets and certain manufacturing and distribution facilities (collectively, “Pet Food”), facilitating the Company’s entry into the pet food category. The purchase price of the Pet Food acquisition was $1,207.5 which included (i) $700.0 in cash, subject to inventory adjustments, resulting in a payment at closing of $715.5, (ii) 5.4 shares of Post common stock, or $492.3, and (iii) immaterial working capital adjustments. The cash payment was made using cash on hand, including proceeds from the Fourth Incremental Term Loan (as defined in Note 13). Pet Food is reported in the Post Consumer Brands segment.

In connection with the Pet Food acquisition, the Company and Smucker entered into a transition services agreement (the “TSA”) pursuant to which Smucker provides certain Pet Food support services to Post for a transition period of 18 months (or up to 24 months at Post’s election) following the close of the acquisition based on the terms set forth in the TSA. Pet Food support services include, but are not limited to, certain sales, marketing, finance, information technology, procurement and supply chain services. TSA fees were $3.5 and $13.0 during the three and nine months ended June 30, 2024, respectively, and $4.0 during both the three and nine months ended June 30, 2023. TSA fees were recorded within “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations. In accordance with the terms of the TSA, Smucker collects sales receivables from and remits payments to customers and vendors, respectively, in accordance with Smucker’s existing contractual terms. Pet Food receivables and payables are settled between Post and Smucker monthly on a net basis per the terms of the TSA. As of June 30, 2024 and September 30, 2023, the Company had recorded a net receivable due from Smucker related to the TSA of $39.1 and $35.5, respectively, which was recorded within “Receivables, net” on the Condensed Consolidated Balance Sheets.

10

Unaudited Pro Forma Information

The following unaudited pro forma information presents a summary of the results of operations of the Company combined with the results of the fiscal 2024 Perfection acquisition and the fiscal 2023 Pet Food acquisition for the periods presented as if the fiscal 2024 Perfection acquisition had occurred on October 1, 2022 and the fiscal 2023 Pet Food acquisition had occurred on October 1, 2021, along with certain pro forma adjustments. The results of operations for the fiscal 2024 Deeside acquisition were immaterial for presentation within the following unaudited pro forma information. 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, TSA fees 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 Perfection and Pet Food acquisitions occurred on the assumed dates, nor is it necessarily an indication of future operating results.

	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Pro forma net sales	$	1,947.7	$	2,058.8	$	5,953.5	$	6,146.2
Pro forma net earnings	$	103.5	$	121.4	$	296.1	$	284.9
Pro forma basic earnings per common share	$	1.73	$	1.95	$	4.90	$	4.63
Pro forma diluted earnings per common share	$	1.58	$	1.80	$	4.52	$	4.29

NOTE 5 — RESTRUCTURING

In November 2023, the Company finalized its plan to close its Post Consumer Brands cereal manufacturing facility in Lancaster, Ohio (the “Lancaster Facility”). The transfer of production capabilities to other Company locations and closure of the Lancaster Facility are expected to be completed in the first quarter of fiscal 2025.

Restructuring charges and the associated liabilities for employee-related expenses related to the closure of the Lancaster Facility are shown in the following table.

Balance, September 30, 2023	$	—
Charge to expense	6.6
Cash payments	(0.2)
Non-cash charges	—
Balance, June 30, 2024	$	6.4
Total expected restructuring charges	$	6.7
Cumulative restructuring charges incurred to date	6.6
Remaining expected restructuring charges	$	0.1

Restructuring (adjustments) charges of $(1.1) and $6.6 were included in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations during the three and nine months ended June 30, 2024, respectively. No restructuring charges were incurred during the three or nine months ended June 30, 2023.

NOTE 6 — 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, stock appreciation rights and restricted stock units using the “treasury stock” method and convertible senior notes using the “if converted” method.

Remeasurements to the redemption value of the redeemable NCI prior to the PHPC Redemption were recognized as a deemed dividend (see Note 3). The Company made an election to treat the portion of the deemed dividend that exceeded fair value as an adjustment to income available to common shareholders for basic and diluted earnings per share. In addition, dilutive net earnings was adjusted for interest expense, net of tax, related to the Company’s convertible senior notes.

11

The following table sets forth the computation of basic and diluted earnings per share.

	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Net earnings	$	99.8	$	89.6	$	285.1	$	235.6
Impact of redeemable NCI	—		1.9		—		11.0
Net earnings for basic earnings per share	$	99.8	$	91.5	$	285.1	$	246.6
Impact of interest expense, net of tax, related to convertible senior notes	2.7		2.7		8.1		8.1
Net earnings for diluted earnings per share	$	102.5	$	94.2	$	293.2	$	254.7
Weighted-average shares for basic earnings per share	60.0		61.6		60.4		59.7
Effect of dilutive securities:
Stock options	0.2		0.3		0.3		0.4
Restricted stock units	0.4		0.4		0.4		0.5
Market-based performance restricted stock units	0.9		0.7		0.7		0.6
Earnings-based performance restricted stock units	0.1		0.1		0.1		0.1
Shares issuable upon conversion of convertible senior notes	5.4		5.4		5.4		5.4
Total dilutive securities	7.0		6.9		6.9		7.0
Weighted-average shares for diluted earnings per share	67.0		68.5		67.3		66.7
Earnings per Common Share:
Basic	$	1.66	$	1.49	$	4.72	$	4.13
Diluted	$	1.53	$	1.38	$	4.36	$	3.82

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 June 30,		Nine Months Ended June 30,
	2024	2023	2024	2023
Restricted stock units	—	—	—	0.1
Market-based performance restricted stock units	—	0.1	—	0.1

NOTE 7 — INVENTORIES

	June 30, 2024		September 30, 2023
Raw materials and supplies	$	143.8	$	155.9
Work in process	25.4		24.4
Finished products	591.2		573.6
Flocks	34.6		36.0
	$	795.0	$	789.9

NOTE 8 — PROPERTY, NET

	June 30, 2024		September 30, 2023
Property, at cost	$	4,134.8	$	3,769.4
Accumulated depreciation	(1,947.1)		(1,748.0)
	$	2,187.7	$	2,021.4

12

NOTE 9 — GOODWILL

The changes in the carrying amount of goodwill by segment are noted in the following table.

	Post Consumer Brands		Weetabix		Foodservice		Refrigerated Retail		Total
Balance, September 30, 2023
Goodwill (gross)	$	2,261.1	$	854.3	$	1,355.3	$	803.7	$	5,274.4
Accumulated impairment losses	(609.1)		—		—		(90.9)		(700.0)
Goodwill (net)	$	1,652.0	$	854.3	$	1,355.3	$	712.8	$	4,574.4
Goodwill from acquisition	42.7		—		—		—		42.7
Currency translation adjustment	—		31.6		—		—		31.6
Balance, June 30, 2024
Goodwill (gross)	$	2,303.8	$	885.9	$	1,355.3	$	803.7	$	5,348.7
Accumulated impairment losses	(609.1)		—		—		(90.9)		(700.0)
Goodwill (net)	$	1,694.7	$	885.9	$	1,355.3	$	712.8	$	4,648.7

NOTE 10 — INTANGIBLE ASSETS, NET

	June 30, 2024						September 30, 2023
	Carrying Amount		Accumulated Amortization		Net Amount		Carrying Amount		Accumulated Amortization		Net Amount
Subject to amortization:
Customer relationships	$	2,622.9	$	(1,045.8)	$	1,577.1	$	2,535.5	$	(940.7)	$	1,594.8
Trademarks, brands and licensing agreements	886.1		(336.2)		549.9		885.8		(301.3)		584.5
	3,509.0		(1,382.0)		2,127.0		3,421.3		(1,242.0)		2,179.3
Not subject to amortization:
Trademarks and brands	1,042.0		—		1,042.0		1,033.1		—		1,033.1
	$	4,551.0	$	(1,382.0)	$	3,169.0	$	4,454.4	$	(1,242.0)	$	3,212.4

NOTE 11 — DERIVATIVE FINANCIAL INSTRUMENTS

In the ordinary course of business, the Company is exposed to commodity price risks relating to the purchases of raw materials and supplies, 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.

Cash flows associated with all derivatives are reported as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows, unless the derivative contains an other-than-insignificant financing element, in which case its cash flows are reported as cash flows from financing activities.

At June 30, 2024, the Company’s derivative instruments, none of which were designated as hedging instruments under 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 two years;

•foreign currency forward contracts (the “FX contracts”) maturing in the next 12 months that have the effect of hedging currency fluctuations 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.

During the nine months ended June 30, 2024, the Company received cash proceeds of $5.2 in connection with the termination of its interest rate swap contracts with a $400.0 notional value.

13

During the nine months ended June 30, 2023, the Company paid $55.1 in connection with the termination of $849.3 notional value of its rate-lock swap contracts, of which $43.5 related to the termination of rate-lock swap contracts that contained other-than-insignificant financing elements and were reported as cash flows from financing activities in the Condensed Consolidated Statements of Cash Flows. The Company also paid $2.1 in connection with the termination of $332.6 notional value of its interest rate swap option, and received cash proceeds of $6.7 in connection with the termination of its interest rate swap contract with a $200.0 notional value.

The following table presents the notional amounts of derivative instruments held.

	June 30, 2024		September 30, 2023
Commodity and energy contracts	$	200.8	$	263.9
FX contracts	$	3.7	$	3.0
Interest rate swaps	$	300.0	$	700.0

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	June 30, 2024		September 30, 2023
Asset Derivatives:
Commodity and energy contracts	Prepaid expenses and other current assets	$	2.9	$	3.7
FX contracts	Prepaid expenses and other current assets	0.1		—
Interest rate swaps	Prepaid expenses and other current assets	3.6		10.6
Commodity and energy contracts	Other assets	2.1		—
Interest rate swaps	Other assets	2.4		11.3
		$	11.1	$	25.6
Liability Derivatives:
Commodity and energy contracts	Other current liabilities	$	9.7	$	16.1
		$	9.7	$	16.1

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 June 30,				Nine Months Ended June 30,
		2024		2023		2024		2023
Commodity and energy contracts	Cost of goods sold	$	5.6	$	15.8	$	30.5	$	30.1
FX contracts	Selling, general and administrative expenses	—		0.1		—		0.1
Interest rate swaps	(Income) expense on swaps, net	(3.1)		(17.1)		4.7		(20.4)
PHPC Warrants	Other income, net	—		(1.5)		—		(1.0)

At June 30, 2024 and September 30, 2023, the Company had pledged collateral of $9.3 and $23.4, respectively, related to its commodity and energy contracts. These amounts were classified as “Restricted cash” on the Condensed Consolidated Balance Sheets.

14

NOTE 12 — 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.”

	June 30, 2024						September 30, 2023
	Total		Level 1		Level 2		Total		Level 1		Level 2
Assets:
Deferred compensation investments	$	15.5	$	15.5	$	—	$	13.0	$	13.0	$	—
Derivative assets	11.1		—		11.1		25.6		—		25.6
	$	26.6	$	15.5	$	11.1	$	38.6	$	13.0	$	25.6
Liabilities:
Deferred compensation liabilities	$	45.4	$	—	$	45.4	$	36.8	$	—	$	36.8
Derivative liabilities	9.7		—		9.7		16.1		—		16.1
	$	55.1	$	—	$	55.1	$	52.9	$	—	$	52.9

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. 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 11 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 Securities and Other Fair Value Measurements

The Company uses the market approach to measure the fair value of its equity securities, which were immaterial as of both June 30, 2024 and September 30, 2023. The Company’s financial assets and liabilities also include cash and cash equivalents, 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 values of any outstanding borrowings under the municipal bond and the Revolving Credit Facility (as defined in Note 13) as of June 30, 2024 and September 30, 2023 approximated their carrying values. Based on current market rates, the fair value (Level 2) of the Company’s debt, excluding any outstanding borrowings under the municipal bond and the Revolving Credit Facility, was $5,904.7 and $5,491.5 as of June 30, 2024 and September 30, 2023, respectively, which included $632.8 and $572.6 related to the Company’s convertible senior notes, respectively.

Certain assets and liabilities, including property, goodwill and other intangible assets, are measured at fair value on a non-recurring basis using Level 3 inputs.

15

NOTE 13 — LONG-TERM DEBT

The components of “Long-term debt” on the Condensed Consolidated Balance Sheets are presented in the following table.

	June 30, 2024		September 30, 2023
2.50% convertible senior notes maturing August 2027	$	575.0	$	575.0
4.50% senior notes maturing September 2031	980.6		1,049.7
4.625% senior notes maturing April 2030	1,385.4		1,385.4
5.50% senior notes maturing December 2029	1,235.0		1,235.0
5.625% senior notes maturing January 2028	939.9		939.9
5.75% senior notes maturing March 2027	—		459.3
6.25% senior secured notes maturing February 2032	1,000.0		—
Fourth Incremental Term Loan	—		400.0
Revolving Credit Facility	300.0		—
Municipal bond	4.2		5.3
	$	6,420.1	$	6,049.6
Less: Current portion of long-term debt	1.2		1.1
Debt issuance costs, net	45.6		42.0
Plus: Unamortized premium, net	24.5		32.5
Total long-term debt	$	6,397.8	$	6,039.0

6.25% Senior Notes

On February 20, 2024, the Company issued $1,000.0 principal value of 6.25% senior secured notes (the “6.25% senior notes”) maturing in February 2032. The 6.25% senior notes were issued at par, and the Company received $986.7 after incurring underwriting fees and other fees and expenses of $13.3, which were deferred and are being amortized to interest expense over the term of the 6.25% senior notes. Interest payments on the 6.25% senior notes are due semi-annually each August 15 and February 15, and the maturity date of the 6.25% senior notes is February 15, 2032.

The 6.25% senior notes and the related guarantees are secured by first-priority security interests, subject to permitted liens, in collateral that generally includes most of the Company’s and the subsidiary guarantors’ property except for real property and certain other excluded assets. The assets that secure the 6.25% senior notes also secure (and will continue to secure) the Credit Agreement (as defined below) on a pari passu basis.

The 6.25% senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company’s existing and subsequently acquired or organized wholly-owned domestic subsidiaries that guarantee the Credit Agreement or certain of the Company’s other indebtedness, other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries the Company designates as unrestricted subsidiaries, which such unrestricted subsidiaries include 8th Avenue and its subsidiaries. These guarantees are subject to release in certain circumstances.

With a portion of the net proceeds received from the 6.25% senior notes issuance, borrowings under the New Revolving Credit Facility (as defined below) and cash on hand, the Company repaid the outstanding principal balance of the Fourth Incremental Term Loan (as defined below) and all accrued, unpaid interest thereon, redeemed the remainder of the outstanding 5.75% senior notes maturing in March 2027 and all accrued, unpaid interest to the redemption date and repaid the outstanding borrowings under the Old Revolving Credit Facility (as defined below) and all accrued, unpaid interest thereon. For additional information, see the “Credit Agreement,” “Fourth Incremental Term Loan” and “Repayments of Debt” sections below.

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

16

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 after August 20, 2025 and 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 June 30, 2024 and September 30, 2023, 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 June 30, 2024 or September 30, 2023. 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 June 30, 2024 and September 30, 2023.

Credit Agreement

On March 18, 2020, the Company entered into a second amended and restated credit agreement (as amended, including by Joinder Agreement No. 1, Joinder Agreement No. 2, the Third Joinder Agreement (as defined below), the Fourth Joinder Agreement (as defined below) and the Third Amendment (as defined below), as amended, restated or amended and restated, the “Credit Agreement”). Prior to the effective date of the Third Amendment, the Credit Agreement provided for a revolving credit facility in an aggregate principal amount of $750.0 (the “Old 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.

On February 20, 2024, the Company entered into a third amendment to the Credit Agreement (the “Third Amendment”) by and among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, Barclays Bank PLC (“Barclays”), as administrative agent under the Credit Agreement prior to the effective date of the Third Amendment, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent under the Credit Agreement from and after the effective date of the Third Amendment, the institutions constituting the 2024 Revolving Credit Lenders, the L/C Issuers and the Swing Line Lender (as

17

each such term is defined in the Third Amendment). The Company incurred $6.6 of financing fees in connection with the Third Amendment, which were deferred and are being amortized to interest expense over the remaining term of the Credit Agreement.

The Third Amendment to the Credit Agreement (i) replaced the Old Revolving Credit Facility with a new revolving credit facility in an aggregate principal amount of $1,000.0 (the “New Revolving Credit Facility”), (ii) extended the maturity date of the New Revolving Credit Facility to February 20, 2029, provided that if on October 16, 2027 the Company’s 5.625% senior notes maturing in January 2028 have not been redeemed in full in cash or refinanced and replaced in full with notes and/or loans maturing at least 91 days after February 20, 2029, then the maturity date of the New Revolving Credit Facility will be October 16, 2027 and (iii) modified certain other terms, conditions and provisions of the Credit Agreement, including transferring the administrative agent role from Barclays to JPMorgan Chase. The term “Revolving Credit Facility” used herein generally refers to the Old Revolving Credit Facility prior to the Third Amendment and the New Revolving Credit Facility subsequent to the Third Amendment.

Borrowings in U.S. Dollars under the New 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), with the applicable margin for adjusted term SOFR rate loans and base rate loans being (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 nine months ended June 30, 2024, the Company borrowed $645.0 and repaid $345.0 under the Revolving Credit Facility. There were no borrowings or repayments under the Revolving Credit Facility during the nine months ended June 30, 2023. As of June 30, 2024, the Revolving Credit Facility had outstanding borrowings of $300.0, outstanding letters of credit of $20.0 and an available borrowing capacity of $680.0. As of September 30, 2023, the Revolving Credit Facility had no outstanding borrowings, outstanding letters of credit of $19.7 and an available borrowing capacity of $730.3. As of June 30, 2024, the interest rate on the outstanding borrowings under the Revolving Credit Facility was 6.93%.

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.

Third Incremental Term Loan

On November 18, 2022, the Company entered into Joinder Agreement No. 3 (the “Third Joinder Agreement”) by and among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, J.P. Morgan Securities LLC (“J.P. Morgan”), as lender, Barclays, as administrative agent, and JPMorgan Chase, as sub-agent to the administrative agent. The Third Joinder Agreement provided for an incremental term loan (the “Third Incremental Term Loan”) of $130.0 under the Company’s Credit Agreement, which the Company borrowed in full on November 18, 2022.

On November 21, 2022, the Company and J.P. Morgan entered into an exchange agreement pursuant to which the Company transferred the remaining shares of BellRing common stock it held from its previous transactions related to the distribution of a portion of its interest in BellRing, which occurred in fiscal 2022, to J.P. Morgan to repay $99.9 in aggregate principal amount of the Third Incremental Term Loan (such exchange, the “Fiscal 2023 Debt-for-Equity Exchange”). Following the completion of the Fiscal 2023 Debt-for-Equity Exchange, the Company no longer held shares of BellRing

18

common stock. On November 25, 2022, the Company repaid the remaining principal balance of $30.1 of the Third Incremental Term Loan using cash on hand. For additional information, see “Repayments of Debt” below.

Fourth Incremental Term Loan

On April 26, 2023, the Company entered into Joinder Agreement No. 4 (the “Fourth Joinder Agreement”) by and among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, the institutions party to the Fourth Joinder Agreement as lenders and Barclays, as the administrative agent. The Fourth Joinder Agreement provided for an incremental term loan (the “Fourth Incremental Term Loan”) of $400.0 under the Credit Agreement, which the Company borrowed in full on April 26, 2023.

On February 20, 2024, the Company repaid the outstanding principal balance of the Fourth Incremental Term Loan and all accrued, unpaid interest thereon using a portion of the net proceeds from the 6.25% senior notes issuance. For additional information, see “Repayments of Debt” below.

Interest on the Fourth Incremental Term Loan accrued, at the Company’s option, at the base rate (as defined in the Credit Agreement) plus 1.25% per annum or the adjusted term SOFR rate plus 2.25% per annum. Interest was payable quarterly for loans bearing interest based upon the base rate and either monthly or every three months (depending on the applicable interest period) for loans bearing interest based upon the adjusted term SOFR rate. As of September 30, 2023, the interest rate on the Fourth Incremental Term Loan was 7.67%.

Municipal Bond

In connection with the construction of a filtration system at the Company’s potato plant in Chaska, Minnesota, the Company incurred debt that guarantees the repayment of certain industrial revenue bonds used to finance the construction of the project. Principal payments are due annually on March 1, and interest payments are due semi-annually each March 1 and September 1. The debt matures on March 1, 2028.

19

Repayments of Debt

The following table presents the Company’s (i) principal repayments of debt, which, net of discounts, were included in the Condensed Consolidated Statements of Cash Flows, (ii) principal amounts of debt exchanged (refer to the “Third Incremental Term Loan” section above), which were not included in the Condensed Consolidated Statements of Cash Flows and (iii) the associated (gain) loss related to such repayments and exchanges included in “Gain on extinguishment of debt, net” in the Condensed Consolidated Statements of Operations.

					Gain on Extinguishment of Debt, net
Debt Instrument	Principal Amount Repaid		Principal Amount Exchanged		Debt Discounts (Received) / Premiums Paid		Write-off of Debt Issuance Costs		Write-off of Unamortized Premiums
Three Months Ended June 30, 2024
4.50% senior notes	$	18.0	$	—	$	(1.9)	$	0.1	$	—
Total	$	18.0	$	—	$	(1.9)	$	0.1	$	—
Three Months Ended June 30, 2023
4.50% senior notes	$	20.7	$	—	$	(3.0)	$	0.1	$	—
4.625% senior notes	29.3		—		(3.4)		0.2		(0.3)
Total	$	50.0	$	—	$	(6.4)	$	0.3	$	(0.3)
Nine Months Ended June 30, 2024
4.50% senior notes	$	69.1	$	—	$	(7.9)	$	0.5	$	—
5.75% senior notes	459.3		—		4.4		1.6		(4.6)
Municipal bond	1.1		—		—		—		—
Fourth Incremental Term Loan	400.0		—		—		1.4		—
Revolving Credit Facility	345.0		—		—		—		—
Total	$	1,274.5	$	—	$	(3.5)	$	3.5	$	(4.6)
Nine Months Ended June 30, 2023
4.50% senior notes	$	141.2	$	—	$	(19.9)	$	1.1	$	—
4.625% senior notes	29.3		—		(3.4)		0.2		(0.3)
Municipal bond	1.1		—		—		—		—
Third Incremental Term Loan	30.1		99.9		—		1.1		—
Total	$	201.7	$	99.9	$	(23.3)	$	2.4	$	(0.3)

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 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 June 30, 2024, the Company was in compliance with this financial covenant.

The 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.

NOTE 14 — 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

20

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 actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the consolidated financial condition, results of operations or cash flows of the Company.

NOTE 15 — PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company maintains qualified defined benefit plans in the U.S., the U.K. and Canada for certain employees primarily within its Post Consumer Brands and Weetabix segments. Certain of the Company’s employees are eligible to participate in the Company’s postretirement benefit plans (partially subsidized retiree health and life insurance).

On February 16, 2024, the Company adopted the Post Holdings, Inc. 2024 Supplemental Executive Retirement Plan (the “SERP”), an unfunded, non-qualified defined benefit retirement plan for certain management employees of the Company, including its named executive officers, that was effective on February 19, 2024. The SERP is a supplemental program that provides a cash balance benefit to each participant. The SERP participants were credited with an opening credit, based on years of past service with the Company, and accrue ongoing benefits with a pay credit equal to a percentage of certain of the participant’s annualized compensation. The Company recorded an initial projected benefit obligation of $8.3 related to the SERP during the second quarter of fiscal 2024, which was included in “Accumulated other comprehensive loss” on the Condensed Consolidated Balance Sheets at June 30, 2024. Net periodic benefit costs related to the SERP during the three and nine months ended June 30, 2024 were immaterial.

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.

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 June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Service cost	$	0.7	$	0.6	$	1.7	$	1.7
Interest cost	1.5		1.3		4.3		3.9
Expected return on plan assets	(2.0)		(1.9)		(6.1)		(5.7)
Recognized net actuarial gain	(0.1)		—		(0.3)		(0.1)
Recognized prior service cost	0.3		—		0.4		0.1
Net periodic benefit cost (income)	$	0.4	$	—	$	—	$	(0.1)

	Other International
	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Service cost	$	0.1	$	—	$	0.2	$	—
Interest cost	6.5		6.0		19.2		17.3
Expected return on plan assets	(8.8)		(7.9)		(26.0)		(22.9)
Recognized net actuarial loss	—		—		0.1		0.1
Recognized prior service cost	0.1		0.1		0.3		0.3
Net periodic benefit income	$	(2.1)	$	(1.8)	$	(6.2)	$	(5.2)

21

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 June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Service cost	$	0.1	$	0.1	$	0.2	$	0.2
Interest cost	0.7		0.6		2.0		1.9
Recognized net actuarial gain	(0.3)		(0.1)		(0.8)		(0.4)
Recognized prior service credit	(0.2)		(1.2)		(0.5)		(3.5)
Net periodic benefit cost (income)	$	0.3	$	(0.6)	$	0.9	$	(1.8)

NOTE 16 — SHAREHOLDERS’ EQUITY

The following table summarizes the Company’s repurchases of its common stock.

	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Shares repurchased	2.0		1.9		2.5		2.9
Average price per share (a)	$	104.18	$	86.64	$	100.71	$	86.91
Total share repurchase costs (b)	$	209.7	$	166.8	$	254.5	$	250.5

(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 nine months ended June 30, 2024 excluded $4.0 of repurchases of common stock that were accrued in the third quarter of fiscal 2024 but did not settle until July 2024 and $1.8 of accrued excise tax that had not been paid as of June 30, 2024. “Purchases of treasury stock” in the Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2023 excluded $8.1 of repurchases of common stock that were accrued in the third quarter of fiscal 2023 but did not settle until July 2023.

In February 2024, the Company entered into a structured share repurchase arrangement, which consisted of purchased call options with a $0 strike price per option and written call options with a $99.45 strike price per option. The Company paid $50.0 of net premiums in connection with the contracts, which were included in “Payment for share repurchase contracts” in the Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2024. Upon settlement, the Company had the right to receive approximately 0.5 shares of Post common stock, to be settled in shares or cash, at the option of the Company. The contracts settled in May 2024, which resulted in the Company receiving cash proceeds of $50.9, which were included in “Proceeds from share repurchase contracts” in the Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2024.

NOTE 17 — SEGMENTS

At June 30, 2024, the Company managed and reported operating results through the following four reportable segments:

•Post Consumer Brands: North American RTE cereal, pet food and peanut butter;

•Weetabix: primarily U.K. RTE cereal, muesli and protein-based shakes;

•Foodservice: primarily egg and potato products; and

•Refrigerated Retail: primarily side dish, egg, cheese and sausage products.

Due to the level of integration between the Foodservice and Refrigerated Retail segments, it is impracticable to present total assets separately for each segment. An allocation has been made between the two segments for depreciation based on inventory costing.

Amounts reported for Corporate in the table below include any amounts attributable to PHPC prior to the PHPC Redemption in the third quarter of fiscal 2023 (see Note 3).

Management evaluates 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

22

businesses and facilities, gain on/adjustment to bargain purchase, interest expense and other unallocated corporate income and expenses.

The following tables present information about the Company’s reportable segments. In addition, the tables present net sales by product.

23

			Three Months Ended June 30,				Nine Months Ended June 30,
			2024		2023		2024		2023
Net Sales
	Post Consumer Brands		$	1,008.1	$	871.3	$	3,062.2	$	2,025.1
	Weetabix		136.1		134.2		403.2		377.2
	Foodservice		589.1		622.7		1,711.0		1,856.4
	Refrigerated Retail		214.4		230.7		735.7		786.4
	Eliminations and Corporate		—		0.5		0.5		0.5
		Total	$	1,947.7	$	1,859.4	$	5,912.6	$	5,045.6
Segment Profit
	Post Consumer Brands		$	128.6	$	83.0	$	401.0	$	237.8
	Weetabix		24.1		17.9		63.2		58.8
	Foodservice		89.6		107.7		229.8		264.9
	Refrigerated Retail		5.1		18.0		63.1		57.2
		Total segment profit	247.4		226.6		757.1		618.7
General corporate expenses and other			41.9		52.3		145.9		139.9
Interest expense, net			78.8		72.7		236.9		202.4
Gain on extinguishment of debt, net			(1.8)		(6.4)		(4.6)		(21.2)
(Income) expense on swaps, net			(3.1)		(17.1)		4.7		(20.4)
Earnings before income taxes and equity method loss			$	131.6	$	125.1	$	374.2	$	318.0
Net sales by product
	Cereal		$	677.5	$	700.8	$	2,039.3	$	2,028.5
	Eggs and egg products		542.2		591.1		1,582.0		1,769.2
	Pet food		428.9		275.3		1,316.2		275.3
	Side dishes (including potato products)		174.8		171.0		576.6		561.0
	Cheese and dairy		39.9		42.9		129.9		143.9
	Sausage		34.2		35.5		123.4		127.8
	Peanut butter		28.8		20.0		83.5		74.9
	Protein-based products		9.8		9.4		23.3		23.6
	Other		11.6		13.4		38.4		42.2
	Eliminations		—		—		—		(0.8)
		Total	$	1,947.7	$	1,859.4	$	5,912.6	$	5,045.6
Depreciation and amortization
	Post Consumer Brands		$	52.5	$	44.1	$	153.7	$	109.2
	Weetabix		10.2		9.2		29.6		26.6
	Foodservice		33.0		31.8		98.8		95.5
	Refrigerated Retail		17.9		19.1		53.5		57.4
		Total segment depreciation and amortization	113.6		104.2		335.6		288.7
	Corporate		7.1		2.3		17.1		4.6
		Total	$	120.7	$	106.5	$	352.7	$	293.3
Assets							June 30, 2024		September 30, 2023
	Post Consumer Brands						$	4,992.0	$	4,782.2
	Weetabix						1,831.1		1,737.8
	Foodservice and Refrigerated Retail						4,867.1		4,921.6
	Corporate						438.3		205.1
		Total assets					$	12,128.5	$	11,646.7

24

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, 2023 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: Post Consumer Brands, Weetabix, Foodservice and Refrigerated Retail. Our products are sold through a variety of channels, including grocery, club and drug stores, mass merchandisers, foodservice, food ingredient and eCommerce.

At June 30, 2024, our reportable segments were as follows:

•Post Consumer Brands: North American ready-to-eat (“RTE”) cereal, pet food and peanut butter;

•Weetabix: primarily United Kingdom (the “U.K.”) RTE cereal, muesli and protein-based shakes;

•Foodservice: primarily egg and potato products; and

•Refrigerated Retail: primarily side dish, egg, cheese and sausage products.

Transactions

Post Holdings Partnering Corporation

In May and June 2021, we and Post Holdings Partnering Corporation (“PHPC”), a special purpose acquisition company, consummated the initial public offering of 34.5 million units of PHPC (the “PHPC Units” and such transaction, the “PHPC IPO”), of which our wholly-owned subsidiary (“PHPC Sponsor”) purchased 4.0 million PHPC Units. Each PHPC Unit consisted of one share of Series A common stock of PHPC (“PHPC Series A Common Stock”) and one-third of one redeemable warrant to purchase one share of PHPC Series A Common Stock at an exercise price of $11.50 per share (the “PHPC Warrants”). The PHPC Units were sold at a price of $10.00 per PHPC Unit, generating gross proceeds to PHPC of $345.0 million. Under the terms of the PHPC IPO, PHPC was required to consummate a partnering transaction by May 28, 2023, which could have been extended to August 28, 2023 in certain circumstances (the “Combination Period”).

Substantially concurrently with the closing of the PHPC IPO, PHPC completed the private sale of 1.1 million units of PHPC (the “PHPC Private Placement Units”), at a purchase price of $10.00 per PHPC Private Placement Unit, to PHPC Sponsor, generating proceeds to PHPC of $10.9 million (the “PHPC Private Placement”). Each PHPC Private Placement Unit consisted of one share of PHPC Series A Common Stock and one-third of one redeemable warrant of PHPC to purchase one share of PHPC Series A Common Stock at an exercise price of $11.50 per share (the “PHPC Private Placement Warrants”).

In addition, we, through PHPC Sponsor’s ownership of 8.6 million shares of Series F common stock of PHPC (the “PHPC Series F Common Stock”), had certain governance rights in PHPC relating to the election of PHPC directors and voting rights on amendments to PHPC’s amended and restated certificate of incorporation.

Proceeds of $345.0 million were deposited in a trust account established for the benefit of PHPC’s public stockholders, which consisted of certain proceeds from the PHPC IPO and certain proceeds from the PHPC Private Placement, net of underwriters’ discounts and commissions and other costs and expenses.

The public stockholders’ ownership of PHPC equity represented a noncontrolling interest (“NCI”) to us, which was classified outside of permanent shareholders’ equity as the PHPC Series A Common Stock was redeemable at the option of the public stockholders in certain circumstances.

On May 11, 2023, PHPC announced that it would not complete a partnering transaction within the Combination Period and that the entity would liquidate and dissolve in accordance with the terms of its amended and restated certificate of incorporation. Subsequent to the decision to liquidate and dissolve, PHPC completed certain winding-up activities, which included writing-off the deferred underwriting commissions as the underwriters agreed to waive their rights to these amounts should a partnering transaction not occur. We recorded a $10.7 million gain in connection with this write-off during the third quarter of fiscal 2023.

On May 28, 2023, the PHPC Warrants and the PHPC Private Placement Warrants expired worthless, as PHPC had not completed a partnering transaction before the expiration of the Combination Period.

25

On May 30, 2023, PHPC redeemed all of the outstanding public shares of PHPC Series A Common Stock (the “PHPC Redemption”). Each share of PHPC Series A Common Stock was redeemed for approximately $10.24 per share, representing the per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account not previously released to pay taxes or dissolution expenses, divided by the number of then outstanding shares of PHPC Series A Common Stock. In connection with the PHPC Redemption, $353.4 million of funds held in the trust account immediately prior to the PHPC Redemption were distributed to redeem all of the outstanding shares of PHPC Series A Common Stock. We received $40.9 million from the PHPC Redemption related to our ownership of 4.0 million shares of PHPC Series A Common Stock.

Subsequent to the PHPC Redemption, PHPC delisted from the New York Stock Exchange and dissolved in June 2023, and all classes of shares of PHPC equity were cancelled, including the PHPC Private Placement Units and the shares of PHPC Series F Common Stock, which were surrendered by PHPC Sponsor for no consideration. PHPC Sponsor subsequently dissolved in August 2023.

Acquisitions

Fiscal 2024

On December 1, 2023, we completed our acquisition of substantially all of the assets of Perfection Pet Foods, LLC (“Perfection”), a manufacturer and packager of private label and co-manufactured pet food and baked treat products, which is reported in our Post Consumer Brands segment.

Also on December 1, 2023, we completed our acquisition of Deeside Cereals I Ltd (“Deeside”), a private label cereal manufacturer based in the U.K., which is reported in our Weetabix segment.

Fiscal 2023

On April 28, 2023, we completed our acquisition of a portion of The J. M. Smucker Company’s (“Smucker”) pet food business, including brands such as Rachael Ray Nutrish, Nature’s Recipe, 9Lives, Kibbles ’n Bits and Gravy Train, private label pet food assets and certain manufacturing and distribution facilities (collectively, “Pet Food”), which is reported in our Post Consumer Brands segment. In connection with the Pet Food acquisition, we entered into a transition services agreement with Smucker (the “TSA”) pursuant to which Smucker provides certain Pet Food support services to us for a transition period of 18 months (or up to 24 months at our election) following the close of the acquisition based on the terms set forth in the TSA. Pet Food receivables and payables are settled between us and Smucker monthly on a net basis per the terms of the TSA.

For additional information on these acquisitions, refer to Note 4 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, have been impacted by the following trends which have impacted our results of operations and may continue to impact our results of operations in the future, including:

•inflationary pressures on input costs across all segments of our business. During fiscal 2023, input cost inflation put downward pressures on our profit margins, which we largely mitigated through pricing actions across all segments, cost savings measures and hedging programs. During fiscal 2024, inflationary pressures on certain input costs have eased, while other input costs have continued to face inflationary pressures, and we expect this trend to continue during the remainder of fiscal 2024; and

•outbreaks of avian influenza, which impacted our Foodservice and Refrigerated Retail segments. During fiscal 2023, we incurred increased costs as a result of outbreaks, which were mitigated through management of volume needs with customers and pricing actions. During fiscal 2024, we experienced additional outbreaks of avian influenza; however, the impact to our results of operations during the three and nine months ended June 30, 2024 were not material. The impact from these outbreaks, or further outbreaks in the future, could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses.

26

RESULTS OF OPERATIONS

	Three Months Ended June 30,				Change in				Nine Months Ended June 30,				Change in
dollars in millions	2024		2023		$		%		2024		2023		$		%
Net Sales	$	1,947.7	$	1,859.4	$	88.3	5	%	$	5,912.6	$	5,045.6	$	867.0	17	%
Operating Profit	$	203.2	$	158.3	$	44.9	28	%	$	602.6	$	445.9	$	156.7	35	%
Interest expense, net	78.8		72.7		6.1		8	%	236.9		202.4		34.5		17	%
Gain on extinguishment of debt, net	(1.8)		(6.4)		4.6		72	%	(4.6)		(21.2)		16.6		78	%
(Income) expense on swaps, net	(3.1)		(17.1)		14.0		(82)	%	4.7		(20.4)		25.1		123	%
Other income, net	(2.3)		(16.0)		13.7		86	%	(8.6)		(32.9)		24.3		74	%
Income tax expense	31.7		26.8		4.9		18	%	88.8		70.4		18.4		26	%
Equity method loss, net of tax	—		—		—		n/a		0.1		0.2		(0.1)		(50)	%
Less: Net earnings attributable to noncontrolling interests	0.1		8.7		(8.6)		(99)	%	0.2		11.8		(11.6)		(98)	%
Net Earnings	$	99.8	$	89.6	$	10.2	11	%	$	285.1	$	235.6	$	49.5	21	%

Net Sales

Net sales increased $88.3 million, or 5%, during the three months ended June 30, 2024, when compared to the prior year period, as a result of higher net sales in our Post Consumer Brands and Weetabix segments, partially offset by lower net sales within our Foodservice and Refrigerated Retail segments.

Net sales increased $867.0 million, or 17%, during the nine months ended June 30, 2024, when compared to the prior year period, as a result of higher net sales in our Post Consumer Brands and Weetabix segments, partially offset by lower net sales within our Foodservice and Refrigerated Retail segments.

For further discussion, refer to “Segment Results” within this section.

Operating Profit

Operating profit increased $44.9 million, or 28%, during the three months ended June 30, 2024, when compared to the prior year period, primarily driven by higher segment profit within our Post Consumer Brands and Weetabix segments and lower general corporate expenses, partially offset by lower segment profit within our Foodservice and Refrigerated Retail segments.

Operating profit increased $156.7 million, or 35%, during the nine months ended June 30, 2024, when compared to the prior year period, primarily driven by higher segment profit within our Post Consumer Brands, Refrigerated Retail and Weetabix segments, partially offset by lower segment profit within our Foodservice segment and higher general corporate expenses.

For further discussion, refer to “Segment Results” within this section.

Interest Expense, Net

Interest expense, net increased $6.1 million, or 8%, during the three months ended June 30, 2024, when compared to the prior year period. This increase was driven by 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 5.1% and 5.0% for the three months ended June 30, 2024 and 2023, respectively.

Interest expense, net increased $34.5 million, or 17%, during the nine months ended June 30, 2024, when compared to the prior year period. This increase was driven by higher average outstanding principal amounts of debt, a higher weighted-average interest rate and lower interest income compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.1% and 4.9% for the nine months ended June 30, 2024 and 2023, respectively.

For additional information on our debt, refer to Note 13 within “Notes to Condensed Consolidated Financial Statements.”

Gain on Extinguishment of Debt, Net

Fiscal 2024

During the three months ended June 30, 2024, we recognized a net gain of $1.8 million related to the partial repurchase of

27

our 4.50% senior notes. The net gain included debt discounts received of $1.9 million, partially offset by the write-off of debt issuance costs of $0.1 million.

During the nine months ended June 30, 2024, we recognized a net gain of $4.6 million related to the repayment of our Fourth Incremental Term Loan (as defined in “Liquidity and Capital Resources” within this section), the redemption of our 5.75% senior notes and the partial repurchase of our 4.50% senior notes. The net gain included the write-off of unamortized premiums of $4.6 million and net discounts received of $3.5 million, partially offset by the write-off of debt issuance costs of $3.5 million.

Fiscal 2023

During the three months ended June 30, 2023, we recognized a net gain of $6.4 million related to the partial repurchase of our 4.50% and 4.625% senior notes. The net gain included debt discounts received of $6.4 million and the write-off of unamortized premiums of $0.3 million, partially offset by the write-off of debt issuance costs of $0.3 million.

During the nine months ended June 30, 2023, we recognized a net gain of $21.2 million primarily related to the partial repurchase of our 4.50% and 4.625% senior notes. The net gain included debt discounts received of $23.3 million and the write-off of unamortized premiums of $0.3 million, partially offset by the write-off of debt issuance costs of $1.3 million related to our 4.50% and 4.625% senior notes and $1.1 million related to an incremental term loan under our Credit Agreement (as defined in “Liquidity and Capital Resources” within this section) pursuant to Joinder Agreement No. 3 (the “Third Incremental Term Loan”).

For additional information on our debt, refer to Note 13 within “Notes to Condensed Consolidated Financial Statements.”

(Income) Expense on Swaps, Net

During the three and nine months ended June 30, 2024, we recognized (income) expense on swaps, net of $(3.1) million and $4.7 million, respectively, related to mark-to-market adjustments on our interest rate swaps.

During the three and nine months ended June 30, 2023, we recognized income on swaps, net of $17.1 million and $20.4 million, respectively, related to mark-to-market adjustments on our interest rate swaps.

For additional information on our interest rate swap contracts and exposure to risk related to interest rate swaps, refer to Note 11 within “Notes to Condensed Consolidated Financial Statements” and “Quantitative and Qualitative Disclosures About Market Risk,” respectively.

Income Tax Expense

The effective income tax rate was 24.1% and 23.7% for the three and nine months ended June 30, 2024, respectively, and 21.4% and 22.1% for the three and nine months ended June 30, 2023, 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, gain on/adjustment to bargain purchase, interest expense and other unallocated corporate income and expenses.

Post Consumer Brands

	Three Months Ended June 30,						Change in				Nine Months Ended June 30,						Change in
dollars in millions	2024			2023			$		%		2024			2023			$		%
Net Sales	$	1,008.1		$	871.3		$	136.8	16	%	$	3,062.2		$	2,025.1		$	1,037.1	51	%
Segment Profit	$	128.6		$	83.0		$	45.6	55	%	$	401.0		$	237.8		$	163.2	69	%
Segment Profit Margin	13		%	10		%					13		%	12		%

Net sales for the Post Consumer Brands segment increased $136.8 million, or 16%, for the three months ended June 30, 2024, when compared to the prior year period. The increase in net sales was primarily driven by the inclusion of one incremental month of Pet Food net sales of $130.1 million and three months of Perfection net sales of $62.1 million. In addition to these impacts, average net selling prices increased primarily due to the annualization of prior year price increases taken to mitigate inflation. Volumes increased 24%, primarily driven by the inclusion of one incremental month of Pet Food and three months of Perfection, partially offset by volume decreases in branded and non-retail cereal.

Net sales for the Post Consumer Brands segment increased $1,037.1 million, or 51%, for the nine months ended June 30,

28

2024, when compared to the prior year period. The increase in net sales was primarily driven by the inclusion of seven incremental months of Pet Food net sales of $932.8 million and seven months of Perfection net sales of $146.7 million. In addition to these impacts, average net selling prices increased primarily due to the annualization of prior year price increases taken to mitigate inflation. Volumes increased 88%, primarily driven by the inclusion of seven incremental months of Pet Food and seven months of Perfection, partially offset by volume decreases in branded and non-retail cereal.

Segment profit for the three months ended June 30, 2024 increased $45.6 million, or 55%, when compared to the prior year period. The increase in segment profit was primarily driven by higher net sales, as previously discussed, partially offset by higher product costs. The increase in product costs was primarily driven by the inclusion of one month of incremental costs attributable to Pet Food of $87.6 million and three months of costs attributable to Perfection of $51.8 million, partially offset by lower raw material costs of $7.6 million and lower freight costs of $4.3 million. In addition, warehousing costs, advertising and consumer spending and amortization expense increased compared to the prior year period, primarily due to the inclusion of one incremental month of Pet Food results and three months of Perfection results.

Segment profit for the nine months ended June 30, 2024 increased $163.2 million, or 69%, when compared to the prior year period. The increase in segment profit was primarily driven by higher net sales, as previously discussed, partially offset by higher product costs. The increase in product costs was primarily driven by the inclusion of seven months of incremental costs attributable to Pet Food of $661.7 million and seven months of costs attributable to Perfection of $124.0 million, partially offset by lower freight costs of $21.0 million. In addition, warehousing costs, advertising and consumer spending and amortization expense increased compared to the prior year period, primarily due to the inclusion of seven incremental months of Pet Food results and seven months of Perfection results.

Weetabix

	Three Months Ended June 30,						Change in				Nine Months Ended June 30,						Change in
dollars in millions	2024			2023			$		%		2024			2023			$		%
Net Sales	$	136.1		$	134.2		$	1.9	1	%	$	403.2		$	377.2		$	26.0	7	%
Segment Profit	$	24.1		$	17.9		$	6.2	35	%	$	63.2		$	58.8		$	4.4	7	%
Segment Profit Margin	18		%	13		%					16		%	16		%

Net sales for the Weetabix segment increased $1.9 million, or 1%, for the three months ended June 30, 2024, when compared to the prior year period. The increase in net sales was primarily driven by the inclusion of three months of Deeside net sales of $7.5 million and a favorable foreign currency exchange impact of $1.0 million. Volumes increased 1%, primarily driven by the inclusion of three months of Deeside, partially offset by volume decreases in branded products.

Net sales for the Weetabix segment increased $26.0 million, or 7%, for the nine months ended June 30, 2024, when compared to the prior year period. The increase in net sales was primarily driven by the inclusion of seven months of Deeside net sales of $17.0 million and a favorable foreign currency exchange impact of $13.4 million. In addition to these impacts, average net selling prices increased primarily due to the annualization of prior year price increases. Volumes increased 13%, primarily driven by the inclusion of seven months of Deeside and volume increases in private label products, partially offset by volume decreases in branded products.

Segment profit for the three months ended June 30, 2024 increased $6.2 million, or 35%, when compared to the prior year period. This increase was primarily driven by lower raw material and manufacturing costs of $6.7 million, partially offset by higher advertising and consumer spending of $2.5 million.

Segment profit for the nine months ended June 30, 2024 increased $4.4 million, or 7%, when compared to the prior year period. This increase was primarily driven by lower raw material and manufacturing costs of $4.9 million and a favorable foreign currency exchange impact of $2.2 million, partially offset by higher advertising and consumer spending of $4.0 million.

29

Foodservice

	Three Months Ended June 30,						Change in				Nine Months Ended June 30,						Change in
dollars in millions	2024			2023			$		%		2024			2023			$		%
Net Sales	$	589.1		$	622.7		$	(33.6)	(5)	%	$	1,711.0		$	1,856.4		$	(145.4)	(8)	%
Segment Profit	$	89.6		$	107.7		$	(18.1)	(17)	%	$	229.8		$	264.9		$	(35.1)	(13)	%
Segment Profit Margin	15		%	17		%					13		%	14		%

Net sales for the Foodservice segment decreased $33.6 million, or 5%, for the three months ended June 30, 2024, when compared to the prior year period. Egg product sales were down $39.0 million, or 7%, driven by lower average net selling prices due to a reduction in avian influenza pricing and the pass-through of lower grain and egg market prices, partially offset by favorable product mix and volume increases of 1% as a result of distribution gains. Sales of side dishes were up $5.0 million, or 8%, driven by the annualization of prior year price increases taken to mitigate inflation and volume increases of 1% as a result of distribution gains. Sales of other products were up $0.4 million.

Net sales for the Foodservice segment decreased $145.4 million, or 8%, for the nine months ended June 30, 2024, when compared to the prior year period. Egg product sales were down $152.6 million, or 9%, on flat volumes, driven by lower average net selling prices due to a reduction in avian influenza pricing and the pass-through of lower grain and egg market prices, partially offset by favorable product mix. Sales of side dishes were up $10.0 million, or 5%, driven by the annualization of prior year price increases taken to mitigate inflation and volume increases of 2% as a result of distribution gains. Sales of other products were down $2.8 million.

Segment profit for the three months ended June 30, 2024 decreased $18.1 million, or 17%, when compared to the prior year period, driven by lower net sales, as previously discussed, and higher manufacturing costs of $6.6 million. These negative impacts were partially offset by lower raw material costs of $26.0 million, primarily due to favorable grain and egg market prices compared to the prior year period, and lower freight costs of $5.3 million.

Segment profit for the nine months ended June 30, 2024 decreased $35.1 million, or 13%, when compared to the prior year period, driven by lower net sales, as previously discussed, higher manufacturing costs of $27.7 million and higher warehousing costs of $5.9 million. These negative impacts were partially offset by lower raw material costs of $146.4 million, primarily due to favorable grain and egg market prices compared to the prior year period, and lower freight costs of $19.9 million.

Refrigerated Retail

	Three Months Ended June 30,						Change in				Nine Months Ended June 30,						Change in
dollars in millions	2024			2023			$		%		2024			2023			$		%
Net Sales	$	214.4		$	230.7		$	(16.3)	(7)	%	$	735.7		$	786.4		$	(50.7)	(6)	%
Segment Profit	$	5.1		$	18.0		$	(12.9)	(72)	%	$	63.1		$	57.2		$	5.9	10	%
Segment Profit Margin	2		%	8		%					9		%	7		%

Net sales for the Refrigerated Retail segment decreased $16.3 million, or 7%, for the three months ended June 30, 2024, when compared to the prior year period, primarily driven by lower average net selling prices due to increased promotional spending across all product categories. Egg product sales were down $9.9 million, or 23%, on 10% lower volumes due to distribution losses and were incrementally impacted by unfavorable product mix. Cheese and other dairy product sales decreased $3.0 million, or 7%, on 6% lower volumes due to distribution losses. Sales of side dishes decreased $1.3 million, or 1%, on volume increases of 5% due to increased promotional activities. Sausage sales were flat on 5% higher volumes, due to increased promotional activities, and were incrementally impacted by unfavorable customer mix. Sales of all other products were down $2.1 million driven by the exit of certain low-margin products.

Net sales for the Refrigerated Retail segment decreased $50.7 million, or 6%, for the nine months ended June 30, 2024, when compared to the prior year period, primarily driven by lower average net selling prices due to increased promotional spending in side dishes, egg and sausage. Egg product sales were down $34.6 million, or 24%, on 13% lower volumes due to distribution losses and were incrementally impacted by unfavorable product mix. Cheese and other dairy product sales decreased $14.0 million, or 10%, on 9% lower volumes due to distribution losses. Sausage sales decreased $0.7 million, or 1%, and were incrementally impacted by unfavorable customer mix, partially offset by volume increases of 4% due to increased promotional activities. Sales of side dishes increased $5.6 million, or 2%, driven by 1% higher volumes due to distribution gains, increased promotional activities and higher average net selling prices due to the annualization of prior year price

30

increases taken to mitigate input cost inflation. Sales of all other products were down $7.0 million driven by the exit of certain low-margin products.

Segment profit for the three months ended June 30, 2024 decreased $12.9 million, or 72%, when compared to the prior year period, driven by lower net sales, as previously discussed, higher advertising and consumer spending of $1.5 million and higher raw materials costs of $1.2 million. These negative impacts were partially offset by lower manufacturing costs of $1.2 million.

Segment profit for the nine months ended June 30, 2024 increased $5.9 million, or 10%, when compared to the prior year period, driven by lower manufacturing costs of $16.1 million, lower raw material costs of $10.8 million and lower freight costs of $2.5 million. These positive impacts were partially offset by lower net sales, as previously discussed, and higher advertising and consumer spending of $3.2 million.

General Corporate Expenses and Other

	Three Months Ended June 30,				Change in				Nine Months Ended June 30,				Change in
dollars in millions	2024		2023		$		%		2024		2023		$		%
General corporate expenses and other	$	41.9	$	52.3	$	(10.4)	(20)	%	$	145.9	$	139.9	$	6.0	4	%

General corporate expenses and other decreased $10.4 million, or 20%, for the three months ended June 30, 2024, when compared to the prior year period. This decrease was driven by decreased acquisition-related costs of $13.1 million, primarily due to lapping Pet Food acquisition costs in the prior year, and increased net gains related to mark-to-market adjustments on economic hedges of $11.8 million (compared to net losses in the prior year period). These positive impacts were partially offset by lapping a prior year gain related to the write-off of deferred underwriting commissions of $10.7 million and increased restructuring and facility closure costs (including accelerated depreciation) of $2.3 million primarily related to our Post Consumer Brands segment.

General corporate expenses and other increased $6.0 million, or 4%, for the nine months ended June 30, 2024, when compared to the prior year period. This increase was driven by increased restructuring and facility closure costs (including accelerated depreciation) of $19.4 million primarily related to our Post Consumer Brands segment, decreased net gains related to mark-to-market adjustments on equity securities of $11.2 million, lapping a prior year gain related to the write-off of deferred underwriting commissions of $10.7 million and higher employee-related expenses of $6.8 million. These negative impacts were partially offset by increased net gains related to mark-to-market adjustments on economic hedges of $25.0 million (compared to net losses in the prior year period), decreased acquisition-related costs of $13.3 million primarily due to lapping Pet Food acquisition costs in the prior year and a gain on bargain purchase of $5.8 million related to our Deeside acquisition.

LIQUIDITY AND CAPITAL RESOURCES

We completed the following activities during the nine months ended June 30, 2024 (for additional information, see Notes 13 and 16 within “Notes to Condensed Consolidated Financial Statements”) impacting our liquidity and capital resources:

•$1,000.0 million principal value issued of 6.25% senior secured notes (the “6.25% senior notes”);

•entered into a third amendment to our second amended and restated credit agreement dated March 18, 2020 (the “Credit Agreement” and such amendment, the “Third Amendment”), which replaced our previous revolving credit facility in an aggregate principal amount of $750.0 million (the “Old Revolving Credit Facility”), with a new revolving credit facility in an aggregate principal amount of $1,000.0 million (the “New Revolving Credit Facility”), and extended the maturity date of the New Revolving Credit Facility to February 20, 2029, provided that certain criteria are met;

•$645.0 million borrowed under our Revolving Credit Facility, which such term refers to our Old Revolving Credit Facility prior to the Third Amendment and our New Revolving Credit Facility subsequent to the Third Amendment;

•$345.0 million repaid under our Revolving Credit Facility;

•$459.3 million principal value of our 5.75% senior notes redeemed at a premium of $4.4 million;

•$69.1 million principal value of our 4.50% senior notes repurchased at a discount of $7.9 million;

•$400.0 million principal value repaid on our fourth incremental term loan under our Credit Agreement (the “Fourth Incremental Term Loan”);

•2.5 million shares of our common stock repurchased at an average share price of $100.71 per share and at a total cost, including accrued excise tax and broker’s commissions, of $254.5 million; and

31

•$50.0 million paid and $50.9 million received related to a structured share repurchase contract.

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 13 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 and repayment or refinancing of our long-term debt obligations. 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 seek 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, which include 8th Avenue Food & Provisions, Inc. (“8th Avenue”) and its 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. These guarantees are subject to release in certain circumstances.

Our senior notes, other than our 6.25% 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 (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries). Our 6.25% senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured 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, which include 8th Avenue and its 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, which include 8th Avenue and its subsidiaries. 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 under the 2.50% convertible senior notes as well.

The following table presents select cash flow data, which is discussed below.

	Nine Months Ended June 30,
dollars in millions	2024		2023
Cash provided by (used in):
Operating activities	$	696.3	$	480.5
Investing activities	(538.3)		(567.9)
Financing activities	66.7		(279.7)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1.9		3.8
Net increase (decrease) in cash, cash equivalents and restricted cash	$	226.6	$	(363.3)

32

Operating Activities

Cash provided by operating activities for the nine months ended June 30, 2024 increased $215.8 million compared to the prior year period. This increase was primarily driven by lapping inventory cash outflows in the prior year period within our Post Consumer Brands and Foodservice segments, cash inflows related to fluctuations in timing of purchases and payments of trade payables within our Post Consumer Brands and Refrigerated Retail segments and increased net cash receipts on our interest rate swaps of $17.3 million. These positive impacts were partially offset by higher interest payments of $8.8 million and higher tax payments of $32.4 million.

Investing Activities

Nine months ended June 30, 2024

Cash used in investing activities for the nine months ended June 30, 2024 was $538.3 million, primarily driven by net cash payments of $248.1 million related to the Perfection and Deeside acquisitions and capital expenditures of $290.3 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.

Nine months ended June 30, 2023

Cash used in investing activities for the nine months ended June 30, 2023 was $567.9 million, primarily driven by net cash payments of $715.2 million related to the Pet Food acquisition and capital expenditures of $201.9 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments. These cash outflows were partially offset by a return of $345.0 million in connection with the PHPC Redemption which had been deposited in a trust account in connection with the PHPC IPO and the PHPC Private Placement.

Financing Activities

Nine months ended June 30, 2024

Cash provided by financing activities for the nine months ended June 30, 2024 was $66.7 million. We received proceeds of $1,000.0 million from the issuance of our 6.25% senior notes and $645.0 million from borrowings under our Revolving Credit Facility. In addition, we received net proceeds of $0.9 million related to our structured share repurchase contract. We redeemed $459.3 million principal value of our 5.75% senior notes, repaid $69.1 million principal value of our 4.50% senior notes (net of $7.9 million of discounts), repaid $400.0 million principal value of our Fourth Incremental Term Loan, repaid $345.0 million under our Revolving Credit Facility and repaid $1.1 million principal value of our municipal bond, which resulted in total net repayments of debt of $1,266.6 million. We paid $248.7 million, including broker’s commissions, for the repurchase of shares of our common stock. In addition, we paid $19.9 million of debt issuance costs and deferred financing fees in connection with the issuance of our 6.25% senior notes and entry into the Third Amendment and $4.4 million of debt premiums related to the redemption of our 5.75% senior notes.

Nine months ended June 30, 2023

Cash used in financing activities for the nine months ended June 30, 2023 was $279.7 million. We received proceeds of $400.0 million and $130.0 million from our Fourth Incremental Term Loan and our Third Incremental Term Loan, respectively. The Third Incremental Term Loan was partially repaid through a debt-for-equity exchange of the remaining shares of BellRing Brands, Inc. (“BellRing”) common stock we held from our previous transactions related to the distribution of a portion of our interest in BellRing, and the remaining principal balance of $30.1 million was repaid using cash on hand. In addition, we repaid $170.5 million principal value of our 4.50% and 4.625% senior notes (net of $23.3 million of discounts) and $1.1 million principal value of our municipal bond, which resulted in total net repayments of debt of $178.4 million. We distributed $312.5 million to PHPC public stockholders in connection with the PHPC Redemption. We paid $242.4 million, including broker’s commissions, for the repurchase of shares of our common stock and $43.5 million related to the termination of certain of our rate-lock interest rate swap contracts, which contained non-cash, off-market financing elements.

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 June 30, 2024, 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.

33

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, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on November 17, 2023. There have been no significant changes to our critical accounting estimates since September 30, 2023.

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 2 within “Notes to Condensed Consolidated Financial Statements” for a discussion regarding recently issued accounting standards.

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:

•disruptions or inefficiencies in our supply chain, inflation, labor shortages, public health crises, climatic events, avian influenza and other agricultural diseases and pests, fires and other events beyond our control;

•consumer and customer reaction to our pricing actions;

•changes in economic conditions, financial instability, disruptions in capital and credit markets, changes in interest rates and fluctuations in foreign currency exchange rates;

•volatility in the cost or availability of inputs to our businesses (including raw materials, energy and other supplies and freight);

•our ability to hire and retain talented personnel, leaves of absence of key employees, increases in labor-related costs, employee safety, labor strikes, work stoppages and unionization efforts;

•our reliance on third parties for the manufacture of many of our products;

•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 and our customers’ ability to compete in our respective product categories, including the success of pricing, advertising and promotional programs and the ability to anticipate and respond to changes in consumer and customer preferences and behaviors;

•the success of new product introductions;

•allegations that our products cause injury or illness, product recalls and withdrawals, product liability claims and other related litigation;

•compliance with existing and changing laws and regulations;

•the impact of litigation;

•our ability to successfully integrate Pet Food and the assets from the Perfection acquisition, deliver on the expected financial contribution, cost savings and synergies from these acquisitions and maintain relationships with employees, customers and suppliers for the acquired businesses, while maintaining focus on our pre-acquisition businesses;

•our and Smucker’s ability to comply with certain ancillary agreements associated with the Pet Food acquisition;

•our ability to identify, complete and integrate or otherwise effectively execute acquisitions or other strategic transactions;

•our ability to successfully implement business strategies to reduce costs;

•differences in our actual operating results from any of our guidance regarding our future performance;

34

•costs, business disruptions and reputational damage associated with cybersecurity incidents, information technology failures or information security breaches;

•impairment in the carrying value of goodwill or other intangibles;

•risks related to the intended tax treatment of our divestitures of our interest in BellRing;

•the loss of, a significant reduction of purchases by or the bankruptcy of a major customer;

•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;

•our ability to protect our intellectual property and other assets and to license third-party intellectual property;

•risks associated with our international businesses;

•business disruption or other losses from political instability, terrorism, war or armed hostilities or geopolitical tensions;

•changes in critical accounting estimates;

•losses or increased funding and expenses related to our qualified pension or other postretirement plans;

•conflicting interests or the appearance of conflicting interests resulting from any of our directors and 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, 2023, filed with the SEC on November 17, 2023.

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 acquisition 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% adverse 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 decreased the fair value of the Company’s commodity-related derivatives portfolio by approximately $1 million and $5 million as of June 30, 2024 and September 30, 2023, respectively. This volatility analysis ignores changes in the exposures inherent in the underlying hedged transactions. 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 11 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 both June 30, 2024 and September 30, 2023, a hypothetical 10% change in the expected Euro-GBP foreign currency exchange rates would have changed the fair value of the Company’s foreign currency-related derivatives portfolio by an immaterial amount.

For additional information regarding the Company’s foreign currency derivative contracts, refer to Note 11 within “Notes to Condensed Consolidated Financial Statements.”

Interest Rate Risk

Long-term debt

As of June 30, 2024, the Company had outstanding principal value of indebtedness of $6,420.1 million related to its senior notes, borrowings outstanding under its Revolving Credit Facility and a municipal bond. At June 30, 2024, the Company’s

35

Revolving Credit Facility had available borrowing capacity of $680.0 million. Of the total $6,420.1 million of outstanding indebtedness, $6,115.9 million bore interest at a weighted-average fixed interest rate of 5.0%. As of September 30, 2023, the Company had principal value of indebtedness of $6,049.6 million related to its senior notes, the Fourth Incremental Term Loan and a municipal bond, and the Revolving Credit Facility had available borrowing capacity of $730.3 million. Of the total $6,049.6 million of outstanding indebtedness, $5,644.3 million bore interest at a weighted-average fixed interest rate of 4.8%.

As of June 30, 2024 and September 30, 2023, the fair value of the Company’s debt, excluding any outstanding borrowings under the Revolving Credit Facility and the municipal bond, was $5,904.7 million and $5,491.5 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% decrease in interest rates would have increased the fair value of the fixed rate debt by approximately $114 million and $112 million as of June 30, 2024 and September 30, 2023, respectively. A hypothetical 10% increase 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 and nine months ended June 30, 2024 and 2023.

For additional information regarding the Company’s debt, refer to Note 13 within “Notes to Condensed Consolidated Financial Statements.”

Interest rate swaps

As of June 30, 2024 and September 30, 2023, the Company had interest rate swaps with a notional value of $300.0 million and $700.0 million, respectively. A hypothetical 10% increase in interest rates would have decreased the fair value of the interest rate swaps by approximately $10 million and $15 million as of June 30, 2024 and September 30, 2023, respectively.

For additional information regarding the Company’s interest rate swap contracts, refer to Note 11 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 Perfection acquisition completed in fiscal 2024, 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 June 30, 2024 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 14 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

36

September 30, 2023, filed with the SEC on November 17, 2023 (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.

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 June 30, 2024:

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)
April 1, 2024 - April 30, 2024	139,610	$101.87	139,610	$377,779,563
May 1, 2024 - May 31, 2024	1,002,851	$105.61	1,002,851	$271,869,893
June 1, 2024 - June 30, 2024	853,149	$102.88	853,149	$184,097,964
Total	1,995,610	$104.18	1,995,610	$184,097,964

(a)Does not include accrued excise tax or broker’s commissions.

(b)On January 30, 2024, our Board of Directors approved an authorization to repurchase up to $400.0 million of shares of our common stock effective February 5, 2024 (the “Existing Authorization”). The Existing Authorization had an expiration date of February 5, 2026. On July 30, 2024, our Board of Directors cancelled the Existing Authorization effective August 4, 2024 and approved a new authorization to repurchase up to $500.0 million of shares of our common stock effective August 5, 2024 (the “New Authorization”). The New Authorization has an expiration date of August 5, 2026. 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. The table above shows the approximate dollar value of shares that could have been repurchased under the Existing Authorization.

ITEM 5.    OTHER INFORMATION.

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended June 30, 2024, 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.

37

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	Transaction Agreement and Plan of Merger, dated as of October 26, 2021, by and among BellRing Brands, Inc. (now known as BellRing Intermediate Holdings, Inc.), Post Holdings, Inc., BellRing Distribution, LLC (now known as BellRing Brands, Inc.) and BellRing Merger Sub Corporation (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on October 27, 2021)
2.2	Amendment No. 1 to Transaction Agreement and Plan of Merger, dated as of February 28, 2022, by and among BellRing Brands, Inc. (now known as BellRing Intermediate Holdings, Inc.), Post Holdings, Inc., BellRing Distribution, LLC (now known as BellRing Brands, Inc.) and BellRing Merger Sub Corporation (Incorporated by reference to Exhibit 2.1 to the Company’s first Form 8-K (film no. 22683895) filed on February 28, 2022)
*2.3	Asset Purchase Agreement, dated as of February 8, 2023, by and among The J. M. Smucker Company, PCB Sub, LLC (now known as Post Brands Pet Care, LLC) and Post Holdings, Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on February 13, 2023)
2.4	Amendment No. 1 to the Asset Purchase Agreement, dated as of April 27, 2023, by and among The J. M. Smucker Company, Post Holdings, Inc. and Post Brands Pet Care, LLC (formerly known as PCB Sub, LLC) (Incorporated by reference to Exhibit 2.4 to the Company’s Form 10-Q filed on May 5, 2023)
3.1	Restatement of Previously Amended and Restated Articles of Incorporation of Post Holdings, Inc., effective July 23, 2024
3.2	Amended and Restated Bylaws of Post Holdings, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on January 30, 2024)
4.1	Indenture (2028 Notes), dated as of December 1, 2017, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on December 4, 2017)
4.2	Indenture (2029 Notes), dated as of July 3, 2019, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on July 3, 2019)
4.3	Indenture (2030 Notes), dated as of February 26, 2020, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 26, 2020)
4.4	Indenture (2031 Notes), dated as of March 10, 2021, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 11, 2021)
4.5	Indenture (2027 Convertible Notes), dated as of August 12, 2022, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Computershare Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August 17, 2022)
4.6	Indenture (2032 Secured Notes), dated as of February 20, 2024, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Computershare Trust Company, N.A., as trustee and notes collateral agent (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 26, 2024)
31.1	Certification of Robert V. Vitale pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 2, 2024
31.2	Certification of Matthew J. Mainer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 2, 2024
**32.1	Certifications of Robert V. Vitale and Matthew J. Mainer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 2, 2024

38

Exhibit No.	Description
101	Interactive Data File (Form 10-Q for the quarterly period ended June 30, 2024 filed in iXBRL (Inline eXtensible Business Reporting Language)). The financial information contained in the iXBRL-related documents is “unaudited” and “unreviewed.”
104	The cover page from the Company’s Form 10-Q for the quarterly period ended June 30, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101

*	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted exhibit or schedule upon request by the SEC.
**	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.

39

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:	August 2, 2024	By:	/s/ Matthew J. Mainer
			Matthew J. Mainer
			Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

40