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What changed in Post Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Post Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+489 added−561 removedSource: 10-K (2025-11-21) vs 10-K (2024-11-15)

Top changes in Post Holdings, Inc.'s 2025 10-K

489 paragraphs added · 561 removed · 400 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

78 edited+19 added−21 removed35 unchanged
Biggest changeFor example, we separately capitalized 8th Avenue with third parties in fiscal 2019; divested our interest in BellRing through a series of transactions, including the BellRing IPO in fiscal 2020, the BellRing Distribution in fiscal 2022 and divestitures of our remaining interest in BellRing in fiscal 2022 and fiscal 2023; facilitated the PHPC IPO in fiscal 2021 and subsequent dissolution of PHPC in fiscal 2023 and completed other divestitures from time to time.
Biggest changeFor example, (i) in fiscal 2019, we, with third parties, separately capitalized 8th Avenue, and as discussed above, we acquired the equity interests in 8th Avenue that we did not own in fiscal 2025 and have entered into a definitive agreement to sell the Pasta Business to a third party, which we expect to be completed in the first quarter of fiscal 2026; (ii) we divested our interest in our historical active nutrition business through a series of transactions, including the initial public offering of a minority interest in the holding company for our historical active nutrition business in fiscal 2020, the distribution to Post’s shareholders of approximately 80% of our remaining interest in BellRing Brands, Inc.
Our Total Rewards programs, plans and policies are designed to be comprehensive and competitive, support our business goals and be cost effective and promote shared fiscal responsibility.
Our Total Rewards programs, plans and policies are designed to be comprehensive and competitive, support our business goals, be cost effective and promote shared fiscal responsibility.
Raw Materials, Energy and Other Supplies Raw materials used in our businesses (purchased from local, regional and international suppliers) include ingredients and packaging materials. The principal ingredients for our Post Consumer Brands and Weetabix segments are wheat, oats, rice, corn, other grain products, vegetable oils, dairy-based proteins, sugar and other sweeteners, fruit and nuts.
Raw Materials, Energy and Other Supplies Raw materials used in our businesses (purchased from local, regional and international suppliers) include ingredients and packaging materials. The principal ingredients for our Post Consumer Brands and Weetabix segments are wheat, oats, rice, corn, other grain products, vegetable oils, dairy-based proteins, sugar and other sweeteners, fruit, peanuts and other nuts.
Our principal strategies for competing in each of our segments include effective customer relationship management, category insights, superior product quality and food safety, product innovation, an efficient supply chain and competitive pricing. The categories in which we operate are expected to remain highly competitive for the foreseeable future.
Our principal strategies for competing in each of our segments include effective customer relationship management, category insights, superior product quality and food safety, product availability, product innovation, an efficient supply chain and competitive pricing. The categories in which we operate are expected to remain highly competitive for the foreseeable future.
He previously served as our Senior Vice President, Chief Financial Officer and Treasurer from December 2022 until November 13, 2024, as our Senior Vice President and Treasurer from December 2018 to December 2022 and as our Vice President and Treasurer from January 2015 until November 2018. Prior to joining Post, Mr.
He previously served as our Senior Vice President, Chief Financial Officer and Treasurer from December 2022 until November 2024, as our Senior Vice President and Treasurer from December 2018 to December 2022 and as our Vice President and Treasurer from January 2015 until November 2018. Prior to joining Post, Mr.
Catoggio served in various roles for eight years at Unilever PLC, a publicly-traded global consumer goods company, mainly in new business development, corporate strategy and finance. Diedre J. Gray , age 46, has served as an Executive Vice President since November 2017 and as our General Counsel and Chief Administrative Officer since November 2014.
Catoggio served in various roles for eight years at Unilever PLC, a publicly-traded global consumer goods company, mainly in new business development, corporate strategy and finance. Diedre J. Gray , age 47, has served as an Executive Vice President since November 2017 and as our General Counsel and Chief Administrative Officer since November 2014.
Department of Agriculture (the “USDA”). From time to time, higher prices for natural gas, electricity and fuel also increase our ingredient, production and delivery costs. In addition, the prices of inputs from time to time increase as we pursue more sustainable, specially sourced or certified raw materials or alternative energy sources.
Department of Agriculture (the “USDA”). From time to time, higher prices for natural gas, electricity and fuel also increase our delivery costs. In addition, the prices of inputs from time to time increase as we pursue more sustainable, specially sourced or certified raw materials or alternative energy sources.
The trademarks for our Weetabix business include Weetabix , Alpen , Weetos , Ready Brek , Weetabix On The Go , Oatibix and UFIT , each of which we own, as well as Oreo O’s , which our Weetabix business licenses from a third party for use in the U.K., the E.U. and other international markets.
The trademarks for our Weetabix business include Weetabix , Alpen , Weetos , Ready Brek , Weetabix On The Go , Oatibix and UFIT , each of which we own, as well as Oreo O’s , which our Weetabix business licensed from a third party for use in the U.K., the E.U. and other international markets.
Weetabix is a leading manufacturer in the U.K. breakfast cereals category, with its core brands being Weetabix and Alpen . Weetabix also markets and distributes hot cereals, protein-based shakes and nutritional snacks. Weetabix’s products are primarily manufactured at four owned manufacturing facilities in the U.K.
Weetabix is a leading manufacturer in the U.K. breakfast cereals category, and its core brands are Weetabix and Alpen . Weetabix also markets and distributes hot cereals, protein-based shakes and nutritional snacks. Weetabix’s products are primarily manufactured at four owned manufacturing facilities in the U.K.
These regulations require us to comply with certain safety standards to protect our employees and on-site contractors.
These laws and regulations require us to comply with certain safety standards to protect our employees and on-site contractors.
Our cheese and other dairy case products are sold principally under the Crystal Farms brand. Our products are manufactured across ten facilities, three of which are egg products processing facilities and two of which are potato processing facilities previously referenced under the Foodservice segment discussion.
Our cheese and other dairy case products are sold principally under the Crystal Farms brand. Our products are manufactured across eleven facilities, three of which are egg products processing facilities and two of which are potato processing facilities previously referenced under the Foodservice segment discussion.
Westphal , age 59, has served as President, Foodservice (formerly known as Michael Foods) since January 2018. Until January 2018, Mr. Westphal served as Chief Financial Officer of Michael Foods for nearly ten years. Prior to joining Michael Foods in 1995, Mr. Westphal worked for Grant Thornton LLP, an audit and assurance, tax and advisory firm. Jeff A.
Westphal , age 60, has served as President, Foodservice (formerly known as Michael Foods) since January 2018. Until January 2018, Mr. Westphal served as Chief Financial Officer of Michael Foods for nearly ten years. Prior to joining Michael Foods in 1995, Mr. Westphal worked for Grant Thornton LLP, an audit and assurance, tax and advisory services firm. Jeff A.
Weetabix owns and operates its own combined heat and power generation unit, which is capable of supplying the majority of the requirements of its Burton Latimer site with power and steam, which means the site can be operated using either electricity or natural gas.
Weetabix owns and 7 Table of Contents operates its own combined heat and power generation unit, which is capable of supplying the majority of the requirements of its Burton Latimer site with power and steam, which means the site can be operated using either electricity or natural gas.
Depending on the jurisdiction, our trademarks are generally valid as long as they are in use or their registrations are properly maintained, and they have not been found to have become generic. Registrations of our trademarks also can generally 8 Table of Contents be renewed indefinitely for as long as the trademarks are in use.
Depending on the jurisdiction, our trademarks are generally valid as long as they are in use or their registrations are properly maintained, and they have not been found to have become generic. Registrations of our trademarks also can generally be renewed indefinitely for as long as the trademarks are in use.
Through regular 10 Table of Contents communications between safety teams and leaders, we strive to continuously improve and update our safety protocols and practices. Our senior leadership team and our Board of Directors receive periodic updates regarding the performance of our safety and risk management system and our risk mitigation activities.
Through regular communications between safety teams and leaders, we strive to continuously improve and update our safety protocols and practices. Our senior leadership team and our Board of Directors receive periodic updates regarding the performance of our safety and risk management system and our risk mitigation activities.
Our operations and products also are subject to various federal, state, local and foreign laws and regulations with respect to environmental matters, including greenhouse gas emissions, air quality, noise, wastewater pretreatment and discharge, storm water, waste management, water consumption, product stewardship, packaging composition and other regulations intended to protect public health and the environment.
Our operations and products also are subject to various federal, state, local and foreign laws, rules and regulations concerning environmental matters, including greenhouse gas emissions, air quality, noise, wastewater pretreatment and discharge, storm water, waste management, water consumption, product stewardship, packaging composition and other regulations intended to protect public health and the environment.
Further, certain of our Foodservice and Refrigerated Retail operations are subject to laws that mandate specific housing requirements for layer hens and mandate specific space requirements for farm animal enclosures, including layer hens and pigs, which laws vary on a state to state basis.
Further, certain of our Foodservice and Refrigerated Retail operations are subject to laws and regulations that mandate specific housing requirements for layer hens and mandate specific space requirements for farm animal enclosures, including layer hens and sows, which requirements vary on a state to state basis.
For additional information regarding our reportable segments, refer to Note 22 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
For additional information regarding our reportable segments, refer to Note 21 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
Competition is based on, among other things, brand appeal, recognition and loyalty, taste, nutritional value, price, ingredients, sourcing practices, product quality and safety, product availability, variety, innovation, distribution, shelf space and product visibility, packaging, convenience, effective promotional activities and the ability to identify and satisfy dynamic, emerging consumer preferences.
Competition is based on, among other things, price, brand appeal, recognition and loyalty, taste, product quality and safety, nutritional profile, ingredients, effective promotional activities, product-related certifications, sourcing practices, product availability, variety, innovation, distribution, shelf space and product visibility, packaging, convenience and the ability to identify and satisfy dynamic, emerging consumer preferences.
In general, as these agreements expire, we believe that the agreements can be renegotiated on satisfactory terms. Any new collective bargaining agreements could result in changes to our cost structure at the relevant facilities. We believe that overall we have good relationships with our employees and their representative organizations. Our people are critical to our success.
In general, as these agreements expire, we believe that the agreements can be renegotiated on satisfactory terms. Any new collective bargaining agreements could result in changes to our cost structure at the relevant facilities. We believe that overall we have good relationships with our employees and their representative organizations.
For purposes of this disclosure, “Walmart” refers to Walmart Inc. and its affiliates, which include Sam’s Club. Competition The human and pet food categories in which we operate are highly competitive and highly sensitive to both pricing and promotion.
For purposes of this disclosure, “Walmart” refers to Walmart Inc. and its affiliates, which include Sam’s Club. Competition The human and pet food categories in which we operate are highly competitive.
Our Businesses Post Consumer Brands Our Post Consumer Brands segment manufactures, markets and sells a portfolio of branded and private label human and pet food products, primarily in the RTE cereal, hot cereal, peanut butter and dog and cat food categories predominantly in North America.
Our Businesses Post Consumer Brands Our Post Consumer Brands segment manufactures, markets and sells a portfolio of branded and private label human and pet food products, primarily in the RTE cereal, granola, hot cereal, nut butters and dog and cat food categories predominantly in North America.
While our patent portfolio as a whole is material to our business, no one patent or group of related patents is material to our business. In addition, we have proprietary trade secrets, technology, know-how processes and other intellectual property rights that are not registered.
We also own several patents in North America and elsewhere. While our patent portfolio as a whole is material to our business, no one patent or group of related patents is material to our business. In addition, we have proprietary trade secrets, technology, know-how processes and other intellectual property rights that are not registered.
We provide a broad portfolio of egg products under several brands, with the primary brands being Papetti’s and Abbotsford Farms , and potato products. Our Foodservice segment also manufactures certain meat products.
We provide a broad portfolio of egg products, including under several brands, with the primary brand being Papetti’s , and potato products. Our Foodservice segment also manufactures certain meat products.
These capabilities extend to ingredients, packaging technologies, product sizes and delivery formats; new product and process development, as well as analytical support; bench-top and pilot plant capabilities; and research support to operations. We leverage our research and development resources for both growth and efficiency initiatives.
Research and Development Our research and development efforts span our business segments. These capabilities extend to ingredients, flavor profiles, packaging technologies, product sizes and delivery formats; new product and process development, as well as analytical support; bench-top and pilot plant capabilities; and research support to operations. We leverage our research and development resources for both growth and efficiency initiatives.
Some of its RTE cereals and muesli also are manufactured in Africa through two joint ventures, each of which owns a manufacturing facility. Weetabix’s main markets are the U.K. and the Republic of Ireland. Weetabix distributes products to multiple countries throughout the world mainly through a network of third-party distributors in the respective markets.
Some of its RTE cereals and muesli also are manufactured in Africa through two joint ventures, each of which has a manufacturing facility. Weetabix’s main markets are the U.K. and the European Union (“E.U.”). Weetabix distributes products to multiple countries throughout the world mainly through a network of third-party distributors in the respective markets.
Our Post Consumer Brands business’s trademarks include Post , Post Consumer Brands , Perfection Pet Foods , Honey Bunches of Oats , Great Grains , Post Bran Flakes, Post Shredded Wheat, Spoon Size Shredded Wheat, Golden Crisp , Alpha-Bits , Ohs! , Shreddies , Post Raisin Bran, Grape-Nuts, Honeycomb , Frosted Mini Spooners , Golden Puffs , Cinnamon Toasters , Fruity Dyno-Bites , Cocoa Dyno-Bites , Berry Colossal Crunch , Malt-O-Meal , Farina , Dyno-Bites , Mom’s Best , Better Oats , CoCo Wheats , Peter Pan , Nutrish , Nature’s Recipe , 9Lives , Kibbles ’n Bits , Gravy Train , Weetabix , Barbara’s and Puffins , each of which we own, as well as several trademarks that we license from third parties for use in the U.S., Canada and several other international markets, such as Pebbles , Oreo O’s , Chips Ahoy! , Honeymaid, Rachael Ray and Premier Protein.
Our Post Consumer Brands business’s trademarks include Post , Post Consumer Brands , Perfection Pet Foods , Honey Bunches of Oats , Great Grains , Post Bran Flakes, Post Shredded Wheat, Spoon Size Shredded Wheat, Golden Crisp , Alpha-Bits , Ohs! , Shreddies , Post Raisin Bran, Grape-Nuts, Honeycomb , Frosted Mini Spooners , Golden Puffs , Cinnamon Toasters , Fruity Dyno-Bites , Cocoa Dyno-Bites , Berry Colossal Crunch , Malt-O-Meal , Farina , Dyno-Bites , Mom’s Best , Better Oats , CoCo Wheats , Peter Pan , Nutrish , Nature’s Recipe , 9Lives , Kibbles ’n Bits , Gravy Train , Weetabix , Barbara’s, Puffins , Attune , Attune Foods , Golden Boy , Dakota Growers Pasta Co. , American Blanching Company , Dreamfields , Nature’s Edge , Willamette Valley , Nut’n Better , Sweet Home Farm and Ronzoni , each of which we own, as well as several trademarks that we license from third parties for use in the U.S., Canada and several other international markets, such as Pebbles , Oreo O’s , Rachael Ray and Premier Protein.
As a producer and distributor of goods for human and animal consumption, our operations must comply with stringent production, packaging, quality, safety, storage, distribution, labeling and marketing standards administered by the applicable government entities, 9 Table of Contents namely the Food and Drug Administration (the “FDA”), the USDA, the Federal Trade Commission and state and local agencies in the U.S., as well as similar regulatory agencies in Canada, Mexico, the U.K., the E.U. and elsewhere.
As a producer and distributor of goods for human and animal consumption, our operations must comply with, among others, stringent production, processing, packaging, ingredient, quality, safety, transportation, storage, distribution, advertising, labeling and marketing standards administered by the applicable regulatory entities and agencies, including the Food and Drug Administration (the “FDA”), the USDA, the Federal Trade Commission and state and local agencies in the U.S., as well as similar regulatory entities and agencies in Canada, Mexico, the U.K., the E.U. and elsewhere.
Post Consumer Brands’s core brands include the RTE cereal brands of Honey Bunches of Oats , Pebbles and Malt-O-Meal , the Nutrish , 9Lives and Kibbles ’n Bits pet food brands and the Peter Pan peanut butter brand.
In addition to private label RTE cereal, pet food and nut butters, Post Consumer Brands’s core brands include the RTE cereal brands of Honey Bunches of Oats , Pebbles and Malt-O-Meal , the Nutrish , 9Lives and Kibbles ’n Bits pet food brands and the Peter Pan peanut butter brand.
Our largest customer, Walmart, accounted for 19.9% of our consolidated net sales in fiscal 2024. No other customer accounted for more than 10% of our fiscal 2024 consolidated net sales, but each of our segments depends on sales to large customers.
Our largest customer, Walmart, accounted for 17.4% of our consolidated net sales in fiscal 2025. No other customer accounted for more than 10% of our fiscal 2025 consolidated net sales, but each of our segments depends on sales to large customers.
The principal packaging materials used by our businesses are folding cartons, corrugated containers, flexible film, rigid plastic trays and containers, foam trays, beverage packaging, plastic lined carton board, large format printed bags and steel cans and lids. Our manufacturing processes are dependent on other supplies, including water and, for Refrigerated Retail, various cooling agents.
The principal packaging materials used by our businesses are folding cartons, corrugated containers, flexible film, rigid plastic trays and containers, foam trays, beverage packaging, plastic lined carton board, large format printed bags and steel cans and lids. Our manufacturing processes require other supplies, including water.
Mainer served as Assistant Treasurer at Mallinckrodt plc, a global business that develops, manufactures, markets and distributes specialty pharmaceutical products and therapies, from January 2013 to December 2014 and as Vice President and Treasurer of ESCO Technologies Inc., a publicly-traded global provider of highly engineered products and solutions serving diverse end-markets, from November 2002 to December 2012.
Mainer served as assistant treasurer at Mallinckrodt plc which, at the time, was a global business that developed, manufactured, marketed and distributed specialty pharmaceutical products and therapies, from January 2013 to December 2014 and as vice president and treasurer of ESCO Technologies Inc., a publicly-traded global provider of highly engineered products and solutions serving diverse end-markets, from November 2002 to December 2012.
Weetabix’s protein-based shakes and nutritional snacks are co-manufactured in the European Union (the “E.U.”) and distributed in the U.K. through a network of large retail outlets. Foodservice Through our Foodservice segment, we primarily produce and distribute egg and potato products in the foodservice and food ingredient channels.
Weetabix’s protein-based shakes and nutritional snacks are co-manufactured in the E.U. and distributed in the U.K. through a variety of retail channels. Foodservice Through our Foodservice segment, we primarily produce and distribute egg and potato products in the foodservice and food ingredient channels.
Supply availability and prices paid for raw materials, energy and other supplies can fluctuate widely due to external factors, including, as applicable, inflation, labor shortages, strikes or other labor unrest or other workforce disruptions, diseases affecting livestock (including highly pathogenic avian influenza (“HPAI”) and swine outbreaks), increased fuel costs, limited freight carrier availability, increased compliance costs associated with new or changing government regulations, information systems disruptions or failures (including due to cybersecurity incidents), animal feed costs, agricultural yield, public health crises, war or armed hostilities, geopolitical events or tensions, national or international disputes, terrorism or other acts of violence, increased demand, any naturally occurring or climate change induced acute (including extreme weather and natural disasters) or chronic (including prolonged temperature and weather patterns) climatic events, fire, water stress or usage regulation, governmental programs, incentives or controls, regulations or trade and tariff policies, insects or pests, plant diseases, foreign currency exchange rates and milk price supports established by the U.S.
Supply availability and prices paid for raw materials, energy and other supplies can fluctuate widely due to external factors, including, as applicable, inflation, new or increased tariffs or other trade restrictions, diseases affecting livestock (including highly pathogenic avian influenza (“HPAI”) and swine outbreaks), new or changing regulatory or market-driven requirements (including requirements that products exclude certain inputs), labor shortages, strikes or other labor unrest or other workforce disruptions, increased fuel costs, concentration of agriculture commodity suppliers through cooperatives or other consolidations, limited freight carrier availability, information systems disruptions or failures (including due to cybersecurity incidents), animal feed costs, agricultural yield, increased demand, public health crises, war or armed hostilities, geopolitical events or tensions, national or international disputes, terrorism or other acts of violence, any acute (including extreme weather and natural disasters) or chronic (including prolonged temperature and precipitation patterns) weather events, fire, water stress or usage regulation, governmental programs, incentives or controls, insects or pests, plant diseases, foreign currency exchange rates and milk price supports established by the U.S.
(“Bob Evans”), which Post acquired in January 2018, Henningsen Foods, Inc., which Post acquired in July 2020, and Almark Foods (“Almark”), which Post acquired in February 2021; and • Refrigerated Retail : Provides refrigerated retail products, inclusive of side dishes, eggs and egg products, sausage, cheese and other dairy and refrigerated food products, from the businesses of Bob Evans, Michael Foods, including the business of Crystal Farms Dairy Company, which Post acquired as a part of its acquisition of Michael Foods in June 2014, NPE and Almark, as well as the Egg Beaters brand, which Post acquired in May 2021.
(“PPI”), which Post acquired in March 2025; and • Refrigerated Retail : Provides refrigerated retail products, inclusive of side dishes, eggs and egg products, sausage, cheese and other dairy and refrigerated food products, from the businesses of Bob Evans, Michael Foods, including the business of Crystal Farms Dairy Company, which Post acquired as a part of its acquisition of Michael Foods in June 2014, NPE, Almark and PPI, as well as the Egg Beaters brand, which Post acquired in May 2021.
For example, the largest customer of our Post Consumer Brands segment, Walmart, accounted for 32.9% of Post Consumer Brands’s net sales in fiscal 2024. The largest customers of our Weetabix segment, Tesco and Asda, accounted for 30.2% of Weetabix’s net sales in fiscal 2024.
For example, the largest customer of our Post Consumer Brands segment, Walmart, accounted for 29.9% of Post Consumer Brands’s net sales in fiscal 2025. The largest customers of our Weetabix segment, Tesco and Asda, accounted for 33.0% of Weetabix’s net sales in fiscal 2025.
Our senior leadership team and our Board of Directors receive periodic updates regarding this reporting mechanism. Health and Safety We are committed to maintaining a healthy and safe workplace for our employees. We adhere to a global environmental, health, safety and sustainability policy.
Our senior leadership team and our Board of Directors receive periodic updates of matters reported to the speak up line. Health and Safety We are committed to maintaining a healthy and safe workplace for our employees. We adhere to a global environmental, health, safety and sustainability policy.
We continuously monitor worldwide supply and cost trends for our raw materials, energy and other supplies needs to enable us to take appropriate action to obtain the necessary inputs for our operations. Overall, during fiscal 2024, we continued to experience inflationary pressures impacting the costs of certain of our inputs, and we expect this trend to continue into fiscal 2025.
We continuously monitor worldwide supply and cost trends for our raw materials, energy and other supply needs to enable us to take appropriate action to obtain the necessary inputs for our operations. During fiscal 2025, cost pressures on certain inputs eased, while other inputs continued to face heightened cost pressures, and we expect this trend to continue into fiscal 2026.
We are subject to various laws and regulations in the U.S. and other countries governing our employment practices, including those related to equal employment, paid leave, overtime compensation and human rights. We also are subject to laws, rules and regulations in the U.S. and other countries related to anti-corruption, antitrust and competition, economic sanctions and imports/exports.
We are subject to various laws, rules and regulations in the U.S. and other countries governing our employment practices, including those related to equal employment, paid leave, overtime compensation, worker documentation and human rights.
The trademarks for our Refrigerated Retail business include Davidson’s Safest Choice , Abbotsford Farms , Better’n Eggs , Crystal Farms , Simply Potatoes , Diner’s Choice , Westfield Farms , David’s Deli , Owens , Country Creek Farm and Egg Beaters , each of which we own, Bob Evans (which is used in brands such as Bob Evans Egg Whites), Bob Evans Farms and Pineland Farms , which we license from third parties for worldwide use, and Old El Paso , which we license from a third party for use in the U.S.
The trademarks for our Refrigerated Retail business include Better’n Eggs , Crystal Farms , Simply Potatoes , Westfield Farms , David’s Deli , Owens , Egg Beaters and Wanderlish , each of which we own, and Bob Evans (which is used in brands such as Bob Evans Egg Whites), Bob Evans Farms and Pineland Farms , which we license from third parties for worldwide use.
Vitale , age 58, has served as our President and Chief Executive Officer since November 2014, and as a member of our Board of Directors since November 2014. Previously, Mr. Vitale served as our Chief Financial Officer from October 2011 until November 2014. Mr.
Vitale , age 59, has served as our President and Chief Executive Officer since November 2014, and as a member of our Board of Directors since November 2014 (and, as previously announced, will also become Chairman of our Board of Directors in December 2025). Previously, Mr. Vitale served as our Chief Financial Officer from October 2011 until November 2014. Mr.
In addition, our Foodservice segment has a manufacturing facility in West Jefferson, Ohio, which manufactures ready-to-drink shakes as a third-party manufacturer for BellRing. 6 Table of Contents Refrigerated Retail Through our Refrigerated Retail segment, we produce and distribute side dishes, eggs and egg products, sausage, cheese and other dairy and refrigerated food products to retail customers.
In addition, our Foodservice segment has a facility that manufactures protein-based shakes as a third-party manufacturer for BellRing. Refrigerated Retail Through our Refrigerated Retail segment, we produce and distribute side dishes, eggs and egg products, sausage, cheese and other dairy and refrigerated food products to retail customers.
Talent Acquisition, Development, Engagement and Retention Acquiring, developing, engaging and retaining a diverse and talented workforce is key to achieving our business goals.
Talent Acquisition, Development, Engagement and Retention Acquiring, developing, engaging and retaining a talented workforce with a wide range of backgrounds, skills and abilities is key to achieving our business goals.
Our acquisition strategy has focused on businesses with product offerings that can strengthen our current portfolio, enable us to expand into complementary categories, geographic regions or distribution channels or provide diversification of cash flows in similar channels. In addition to acquisitions, we also have pursued and completed other types of strategic transactions.
Since our formation, we have expanded and established new platforms through numerous acquisitions. Our acquisition strategy has focused on businesses with product offerings that can strengthen our current portfolio, enable us to expand into complementary categories, geographic regions or distribution channels or provide diversification of cash flows in similar channels.
Sales, Marketing and Distribution Each of our businesses has developed marketing strategies specific to its product lines. For certain of our products, we have consumer-targeted marketing campaigns, which generally include television, digital and print advertisements, coupon offers, rebate programs, co-marketing arrangements with complementary consumer product and entertainment companies and joint advertising with select retail customers.
For certain of our products, we have consumer-targeted marketing campaigns, which generally include television, radio, digital and print advertisements, coupon offers, rebate programs, co-marketing arrangements with complementary consumer product and entertainment companies, joint advertising with select retail customers and sponsorship and endorsement relationships.
The largest customers of our Foodservice segment, Sysco and US Foods, accounted for 41.2% of the segment’s net sales in fiscal 2024. Additionally, the largest customers of our Refrigerated Retail segment, Walmart and Kroger, accounted for 35.7% of the segment’s net sales in fiscal 2024.
The largest customers of our Foodservice segment, Sysco and US Foods, accounted for 42.0% of the segment’s net sales in fiscal 2025. Additionally, the largest customers of our Refrigerated Retail segment, Walmart and Kroger, accounted for 34.9% of the segment’s net sales in fiscal 2025.
Nicolas Catoggio , age 50, has served as President and Chief Executive Officer, Post Consumer Brands since September 2021. Mr. Catoggio has over twenty years of experience in the consumer goods industry.
Nicolas Catoggio , age 51, has served as President and Chief Executive Officer, Post Consumer Brands since September 2021, and as previously announced, Mr. Catoggio also will serve as our Executive Vice President and Chief Operating Officer beginning in January 2026. Mr. Catoggio has over twenty years of experience in the consumer goods industry.
We operate in four reportable segments: • Post Consumer Brands : Includes branded and private label ready-to-eat (“RTE”) cereals from the businesses of Post Foods, LLC, MOM Brands Company, LLC, which Post acquired in May 2015, Weetabix North America, which Post acquired as part of its acquisition of Weetabix Limited in July 2017 referred to below, and certain private label RTE cereal operations, which Post acquired in June 2021, peanut butter under the Peter Pan brand, which Post acquired in January 2021, and branded and private label pet food, the brands and operations of which Post acquired in April 2023 (“Pet Food”) and in December 2023 (“Perfection”); • Weetabix : Includes the businesses of Weetabix Limited, which Post acquired in July 2017 and which produces and distributes branded and private label RTE cereal, hot cereals and other cereal-based food products and muesli primarily outside of North America, Lacka Foods Limited, which Post acquired in April 2022 and which distributes and markets protein-based shakes under the UFIT brand primarily in the United Kingdom (the “U.K.”), and Deeside Cereals I Ltd, which Post acquired in December 2023 and which produces private label cereals; • Foodservice : Includes primarily egg and potato products in the foodservice and food ingredient channels from the businesses of MFI Holding Corporation (“Michael Foods”), which Post acquired in June 2014, National Pasteurized Eggs, Inc.
(“8th Avenue”), the transactions related to which are discussed below under “Recent Strategic Transactions,” peanut butter under the Peter Pan brand, which Post acquired in January 2021, private label peanut butter and other nut butters, pasta and dried fruit and nut products from 8th Avenue and branded and private label pet food, the brands and operations of which Post acquired in April 2023 and December 2023 (collectively, the “Pet Acquisitions”); • Weetabix : Includes the businesses of Weetabix Limited, which Post acquired in July 2017 and which produces and distributes branded and private label RTE cereal, hot cereals and other cereal-based food products and muesli primarily outside of North America, Lacka Foods Limited, which Post acquired in April 2022 and which distributes and markets protein-based shakes under the UFIT brand primarily in the United Kingdom (the “U.K.”), and Deeside Cereals I Ltd, which Post acquired in December 2023 and which produces private label cereals; • Foodservice : Includes primarily egg and potato products in the foodservice and food ingredient channels from the businesses of MFI Holding Corporation (“Michael Foods”), which Post acquired in June 2014, National Pasteurized Eggs, Inc.
Also refer to “Risk Factors” in Item 1A of this report for a discussion of certain risks related to the BellRing transactions. 8th Avenue In October 2018, 8th Avenue was separately capitalized by Post and third parties through a series of transactions (the “8th Avenue Formation Transactions”), and 8th Avenue became the holding company for Post’s private brand food products business.
Recent Strategic Transactions 8th Avenue In October 2018, 8th Avenue was separately capitalized by Post and third parties through a series of transactions (the “8th Avenue Formation Transactions”), and 8th Avenue became the holding company for Post’s private brand food products business.
Our Weetabix segment services its key U.K. markets through a centralized commercial team which manages relationships with customers at the corporate level while a third-party sales force operates at the store level to ensure maximum availability and compliance with agreed plans.
Our Weetabix segment services its key U.K. markets through a centralized commercial team which manages relationships with customers at the corporate level while a third-party sales force operates at the store level. Weetabix also has an in-country sales team in Spain and utilizes third-party distributors throughout Europe.
Weetabix also has in-country sales and marketing teams in Europe and in the growth markets of Spain and the United Arab Emirates. Our Foodservice and Refrigerated Retail segments sell and market their products primarily through dedicated teams of internal sales staff and broker organizations. Generally, our products are distributed through a network of third-party common carriers.
Our Foodservice and Refrigerated Retail segments sell and market their products primarily through dedicated teams of internal sales staff and broker organizations. Generally, our products are distributed through a network of third-party common carriers. In addition, the majority of our Refrigerated Retail products and certain of our Foodservice products are distributed using their internal fleets.
Zadoks , age 59, has served as Executive Vice President since November 2017 and as our Chief Operating Officer since December 2022. Mr. Zadoks also served as our Interim President and Chief Executive Officer from November 2, 2023 to January 30, 2024, in connection with Mr. Vitale’s medical leave of absence. Mr.
Zadoks also served as our Interim President and Chief Executive Officer from November 2023 to January 2024, in connection with a medical leave of absence of Mr. Vitale. Mr.
Human Capital Post and its consolidated subsidiaries have 11,480 employees as of November 1, 2024, of which 9,750 are in the U.S., 1,200 are in the U.K., 380 are in Canada and 150 are located in other jurisdictions. As of November 1, 2024, 18% of such employees are unionized.
Human Capital Post and its consolidated subsidiaries have 13,180 employees as of November 1, 2025, of which 11,390 are in the U.S., 1,210 are in the U.K., 450 are in Canada and 130 are located in other jurisdictions. As of November 1, 2025, 16% of such employees are unionized.
We continue to enhance our talent acquisition strategy across the enterprise through increased partnerships with colleges and universities, through community outreach initiatives, by providing training and resources to our recruiters and people leaders on interviewing skills, through job description development and by enhancing our use of our technology platforms and data insights.
We continue to enhance our talent acquisition strategy across the enterprise through increased partnerships with colleges and universities, through community outreach initiatives, by providing training and resources to our recruiters and people leaders on interviewing skills, through job description development and by enhancing our use of our technology platforms and data insights. 10 Table of Contents We believe encouraging internal mobility is a key strategy to reducing attrition by retaining critical talent across our organization, as well as building succession plans with such employees’ future roles in mind.
Products Cereal sold by our Post Consumer Brands and Weetabix segments together accounted for 34.8% of our consolidated net sales for fiscal 2024. Eggs and egg products sold by our Foodservice and Refrigerated Retail segments together accounted for 26.8% of our consolidated net sales for fiscal 2024.
Eggs and egg products sold by our Foodservice and Refrigerated Retail segments together accounted for 29.6% of our consolidated net sales for fiscal 2025. Pet food sold by our Post Consumer Brands segment accounted for 19.2% of our consolidated net sales for fiscal 2025.
Our owned trademarks are generally protected through registration in the U.S. or the U.K. in most cases, as well as in many other countries where the related products are sold. In addition, we market certain of our products in the U.S., Canada, the U.K. and several other locations pursuant to intellectual property license agreements.
Our owned trademarks are generally protected through registration in the U.S., the U.K. or the E.U. in most cases, as well as in many other countries where the related products are sold.
As a general matter, our trademark and other intellectual property licenses with third parties have varying terms and must be periodically renegotiated or renewed pursuant to their terms. We also own several patents in North America and elsewhere.
In addition, we market certain of our products in the U.S., Canada, the U.K., the E.U. and several other locations pursuant to intellectual property license agreements. As a general matter, our trademark and other intellectual property licenses with third parties have varying terms and must be periodically renegotiated or renewed pursuant to their terms.
Products that do not meet regulatory standards may be considered to be adulterated and/or misbranded and subject to recall. Our facilities, like those of similar businesses, are subject to certain safety regulations, including regulations issued pursuant to the U.S. Occupational Safety and Health Act and similar regulations in Canada and the U.K.
Our facilities, like those of similar businesses, are subject to certain workplace health and safety laws and regulations, including regulations issued pursuant to the Occupational Safety and Health Act and various state laws and regulations in the U.S. and similar laws and regulations in Canada and the U.K.
With the rapidly evolving nature of laws and regulations and geopolitical considerations, there can be no assurance that such laws and regulations will not materially impact us.
We continue to monitor developments in laws, rules and regulations. With the rapidly evolving nature of laws, rules and regulations and interpretations thereof, as well as geopolitical conditions, the impact of such laws, rules or regulations cannot be predicted with certainty, and there can be no assurance that laws, rules and regulations will not materially impact us.
Vitale also serves on the board of directors of Energizer Holdings, Inc., a publicly-traded manufacturer, marketer and distributor of primary batteries, portable lights and auto care appearance, performance, refrigerant and fragrance products. Matthew J. Mainer , age 53, has served as an Executive Vice President since November 13, 2024 and as our Chief Financial Officer and Treasurer since December 2022.
Vitale also serves on the board of directors of Energizer Holdings, Inc., a publicly-traded manufacturer, marketer and distributor of primary batteries, portable lights and auto care appearance, performance, refrigerant and fragrance products. 11 Table of Contents Matthew J.
To further increase our talent pool, we also provide robust intern programs designed to provide practical experience and assist with development of skills for diverse and qualified college students. Another key factor in our human capital management strategy is providing development opportunities and resources for our employees. We offer a variety of training and development programs for employees.
Another key factor in our human capital management strategy is providing development opportunities and resources for our employees. We offer a variety of training and development programs for employees.
All of these documents also are available to shareholders at no charge upon request sent to our corporate secretary (2503 S. Hanley Road, St. Louis, Missouri 63144, Telephone: 314-644-7600).
All of these documents also are available to shareholders at no charge upon request sent to our corporate secretary (2503 S. Hanley Road, St. Louis, Missouri 63144, Telephone: 314-644-7600). The information and other content contained on our website are not part of (or incorporated by reference in) this report or any other document we file or furnish with the SEC.
We rely on a combination of trademark law, copyright law, trade secrets, non-disclosure and confidentiality agreements, provisions in other agreements and other measures to establish and protect our proprietary rights to our products, packaging, processes and intellectual property.
We rely on a combination of trademark law, copyright law, trade secrets, non-disclosure and confidentiality agreements, provisions in other agreements and other measures to establish and protect our proprietary rights to our products, packaging, processes and intellectual property. 8 Table of Contents Seasonality Demand for certain of our products may be influenced by holidays, changes in seasons or other events, which may impact customer and consumer spending patterns and the timing of promotional activities.
Post Consumer Brands’s products are primarily manufactured through a flexible production platform at fourteen owned facilities in the United States (the “U.S.”) and Canada; our Peter Pan peanut butters are primarily manufactured by 8th Avenue. Weetabix Our Weetabix segment primarily markets and distributes branded and private label RTE cereal products.
Post Consumer Brands’s products are primarily manufactured through a flexible production platform at fifteen owned and six leased facilities in the United States (the “U.S.”) and Canada.
Vitale has served as the executive chairman of BellRing, a publicly-traded former subsidiary of ours that manufactures products in the global convenient nutrition category, since September 2019, and is a member of the board of directors of 8th Avenue, a private brand-centric, consumer products holding company which we separately capitalized with third parties. Mr.
Vitale served as the executive chairman of BellRing, a publicly-traded former subsidiary of ours that manufactures products in the global convenient nutrition category, from September 2019 until November 2024 and as chairman of the board of directors of BellRing since November 2024. From October 2018 until July 2025, Mr.
In addition, our Egg Beaters products are manufactured under a co-manufacturing agreement at a third-party facility, and we also use third-party manufacturers for many of our cheese products and certain of our potato side dish and sausage products.
In addition, our Egg Beaters products are manufactured under a co-manufacturing agreement at a third-party facility, and we also use third-party manufacturers for many of our cheese and other dairy case products and certain of our sausage products. 6 Table of Contents Products Cereal and granola sold by our Post Consumer Brands and Weetabix segments together accounted for 32.4% of our consolidated net sales for fiscal 2025.
In addition, we procure live sows at prevailing market prices, and under fixed price contracts, from terminals, local auctions, 7 Table of Contents country markets and corporate and family farms in various U.S. locations.
In addition, we procure live sows at prevailing market prices, and under fixed price contracts, from terminals, local auctions, country markets and corporate and family farms in various U.S. locations. Each of our segments utilizes raw material sources that, as applicable, ensure that its products meet standards, certifications and customer requirements, for example, non-GMO, organic, gluten-free and/or cage-free.
Pet food sold by our Post Consumer Brands segment accounted for 22.2% of our consolidated net sales for fiscal 2024. For additional information regarding our net sales by product, refer to Note 22 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
For additional information regarding our net sales by product, refer to Note 21 within “Notes to Consolidated Financial Statements” in Item 8 of this report. Sales, Marketing and Distribution Each of our businesses has developed marketing strategies specific to its product lines.
After completion of the 8th Avenue Formation Transactions, Post retained 60.5% of the common equity in 8th Avenue, which, since October 1, 2018, has been accounted for using the equity method. Our investment in 8th Avenue was zero at September 30, 2024.
After completion of the 8th Avenue Formation Transactions, Post retained 60.5% of the common equity in 8th Avenue, which, from October 1, 2018 to June 30, 2025, was accounted for using the equity method. On July 1, 2025, Post acquired all of the preferred stock and the remaining common equity interest that Post did not already own in 8th Avenue.
Many of our employees participate in company-organized volunteer events which foster a sense of community and giving. We continue to review, evaluate and implement solutions and resources that address the overall well-being of our employees.
We offer inclusion training opportunities to foster an environment of belonging. In addition, our businesses continue to foster employee resource groups, which are open to all of the respective business’s employees. We continue to review, evaluate and implement solutions and resources that address the overall well-being of our employees.
On February 6, 2012, Post common stock began trading on the New York Stock Exchange under the ticker symbol “POST”.
Post is a Missouri corporation incorporated on September 22, 2011. On February 3, 2012, Post completed its legal separation via a tax free spin-off from its former parent company. On February 6, 2012, Post common stock began trading on the New York Stock Exchange under the ticker symbol “POST”.
For additional information regarding the risks related to competition and demand for our products, refer to “Risk Factors” in Item 1A of this report. Governmental Regulation and Environmental Matters We are subject to regulation by federal, state, local and foreign governmental entities and agencies.
In addition, in recent years, the RTE cereal category, in which our Post Consumer Brands and Weetabix businesses compete, has experienced weakness, and we expect this trend to continue. For additional information regarding the risks related to competition and demand for our products, refer to “Risk Factors” in Item 1A of this report.
For additional information regarding 8th Avenue, refer to Note 5 within “Notes to Consolidated Financial Statements” in Item 8 of this report. 8th Avenue primarily manufactures and distributes pasta, dried fruit and nut products, granola and private label peanut and other nut butters, including as a third-party manufacturer for Post’s Peter Pan peanut butter brand.
At the time of the acquisition, 8th Avenue primarily manufactured and distributed branded and private label dry pasta and private label peanut butter and other nut butters, including as a co-manufacturer of our Peter Pan peanut butter brand for the Post Consumer Brands segment, granola and dried fruit and nut products.
ITEM 1. BUSINESS Introduction We are a consumer packaged goods holding company with businesses operating in the center-of-the-store, refrigerated, foodservice and food ingredient categories. We also participate in the private brand food category, including through our ownership interest in 8th Avenue Food & Provisions, Inc. (“8th Avenue”).
ITEM 1. BUSINESS Introduction We are a consumer packaged goods holding company with businesses operating in the center-of-the-store, refrigerated, foodservice and food ingredient categories. Unless otherwise stated or the context otherwise indicates, all references in this Form 10-K to “Post,” “the Company,” “us,” “our” or “we” mean Post Holdings, Inc. and its subsidiaries.
Our Business Model We operate a decentralized, adaptive business model, which provides us with flexibility to pursue acquisitions and other strategic transactions. Since our formation, we have expanded and established new platforms through numerous acquisitions.
Refer to Note 7 within “Notes to Consolidated Financial Statements” in Item 8 of this report for additional information regarding this transaction. 5 Table of Contents Our Business Model We operate a decentralized, adaptive business model, which provides us with flexibility to pursue acquisitions and other strategic transactions.
As of November 2022, Post did not hold an ownership interest in BellRing. For additional information regarding the BellRing Distribution and Post’s divestitures of its remaining interest in BellRing, refer to Notes 1, 4, 5 and 17 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
For additional information regarding 8th Avenue, refer to Notes 4 and 5 within “Notes to Consolidated Financial Statements” in Item 8 of this report. In August 2025, Post announced that it had entered into a definitive agreement to sell the pasta business of 8th Avenue (the “Pasta Business”) to a third party.
In addition, we encourage building individual development plans and offer a large array of training resources, ranging from technical skills to behavioral skills. We also provide robust compliance training. Our businesses conduct engagement surveys annually and then use those results to understand strengths and areas of opportunity.
We continue to implement initiatives to encourage and remove barriers to internal mobility opportunities. Our businesses conduct engagement surveys annually and use the results from those surveys to understand strengths and areas of opportunity. To further increase our talent pool, we also provide robust intern programs designed to provide practical experience and assist with development of skills for future success.
(“NPE”), which Post acquired in October 2016, Bob Evans Farms, Inc.
(“NPE”), which Post acquired in October 2016, Bob Evans Farms, Inc. (“Bob Evans”), which Post acquired in January 2018, Henningsen Foods, Inc., which Post acquired in July 2020, Almark Foods (“Almark”), which Post acquired in February 2021, and Potato Products of Idaho, L.L.C.
Removed
Unless otherwise stated or the context otherwise indicates, all references in this Form 10-K to “Post,” “the Company,” “us,” “our” or “we” mean Post Holdings, Inc. and its consolidated subsidiaries. Post is a Missouri corporation incorporated on September 22, 2011. On February 3, 2012, Post completed its legal separation via a tax free spin-off from its former parent company.
Added
We operate in four reportable segments: • Post Consumer Brands : Includes branded and private label ready-to-eat (“RTE”) cereals and granola from the businesses of Post Foods, LLC, MOM Brands Company, LLC, which Post acquired in May 2015, Weetabix North America, which Post acquired as part of its acquisition of Weetabix Limited in July 2017 referred to below, certain private label RTE cereal operations, which Post acquired in June 2021, and 8th Avenue Food & Provisions, Inc.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese risks include: • restrictions on the transfer of funds to and from foreign countries, including potentially negative tax consequences; 18 Table of Contents • unfavorable changes in trade agreements, treaties or policies, taxes or tariffs, quotas, trade barriers, import or export licensing requirements or other controls, price controls, sanctions or other trade restrictions or limits on our ability to import or export raw materials or finished products; • unfavorable changes in local regulatory requirements that impact our ability to sell or market our products in that country; • challenges associated with cross-border product distribution, including those that were caused (in the case of the COVID-19 pandemic) or may in the future be caused by a public health crisis; • the occurrence of a public health crisis, such as the COVID-19 pandemic, which may cause us or our third-party distributors, manufacturers, vendors or customers to temporarily suspend our or their respective operations in the affected city or country; • increased exposure to general market and economic conditions, political and economic uncertainty and volatility and other events, including inflation, social unrest, government shutdowns, terrorist activity and other acts of violence, acts of war and other armed hostilities (such as the ongoing conflict in Ukraine and the Middle East), travel restrictions and climatic events, outside of the U.S.; • compliance with U.S. laws and regulations affecting operations outside of the U.S., including anti-corruption regulations (such as the U.S.
Biggest changeThese risks include: • unfavorable changes in trade agreements, treaties or policies or the imposition of new or increased tariffs, quotas, trade barriers, import or export licensing requirements, price controls, sanctions or other trade restrictions or controls or limits on our ability to import or export raw materials or finished products; • increased exposure to general market and economic conditions, political and economic uncertainty and volatility and other events, including inflation, the ongoing longer-term impact of changes in international trade policies (including as a result of the exit of the U.K. from the E.U.
If any of our or our Third Parties’ significant information technology systems suffers severe damage, disruption or shutdown, including by malicious or unintentional actions of contractors or employees or by cybersecurity attacks, and our business continuity plans do not effectively resolve the issues in a timely manner, our product sales, businesses, financial condition, results of operations and cash flows may be materially and adversely affected, and we could experience delays in reporting our financial results.
If any of our or our Third Parties’ significant information technology systems suffers severe damage, disruption or shutdown, including by malicious or unintentional actions of contractors or employees or by cybersecurity attacks, and our business continuity plans do not effectively resolve the issues in a timely manner, our product sales, businesses, financial condition, results of operations and cash flows may be materially adversely affected, and we could experience delays in reporting our financial results.
We implement and maintain systems and processes aimed at detecting and preventing information and cybersecurity incidents, which require significant investment, maintenance and ongoing monitoring and updating as technologies and regulatory requirements change and as efforts to overcome security measures become more sophisticated.
We implement and maintain systems and processes aimed at detecting and preventing information security and cybersecurity incidents, which require significant investment, maintenance and ongoing monitoring and updating as technologies and regulatory requirements change and as efforts to overcome security measures become more sophisticated.
(formerly known as BellRing Brands, Inc.) (“Old BellRing”) and BellRing Brands, LLC, plus cash, to BellRing in exchange for equity interests in BellRing and the right to receive $840.0 million in aggregate principal amount of BellRing’s 7.00% senior notes maturing in 2030 (the “BellRing Notes”), distributing 80.1% of our shares of BellRing common stock (“BellRing Common Stock”) to our shareholders in the BellRing Distribution and exchanging the BellRing Notes to certain of our lenders in satisfaction of certain of our debt obligations (the “Debt-for-Debt Exchange”).
(formerly known as BellRing Brands, Inc.) (“Old BellRing”) and BellRing Brands, LLC, plus cash, to BellRing in exchange for equity interests in BellRing and the right to receive $840.0 million in aggregate principal amount of BellRing’s 7.00% senior notes maturing in 2030 (the “BellRing Notes”), distributing 80.1% of our shares of BellRing common stock (“BellRing Common Stock”) to our shareholders in the BellRing Distribution and exchanging the BellRing Notes with certain of our lenders in satisfaction of certain of our debt obligations (the “Debt-for-Debt Exchange”).
BellRing’s indemnification obligations to us are not limited by any maximum amount and such amounts could be substantial. If BellRing was required to indemnify us under the circumstances set forth in the Tax Matters Agreement, BellRing may be subject to substantial liabilities and there is no assurance that BellRing will be able to satisfy such indemnification obligations.
BellRing’s indemnification obligations to us are not limited by any maximum amount and such amounts could be substantial. If BellRing is required to indemnify us under the circumstances set forth in the Tax Matters Agreement, BellRing may be subject to substantial liabilities and there is no assurance that BellRing will be able to satisfy such indemnification obligations.
While such impacts are no longer occurring or have been mitigated, such events are unpredictable and change rapidly, and we may face similar or additional challenges in the future, which may result in adverse effects on our businesses, financial condition, results of operations and cash flows that may be material.
While such impacts are no longer occurring or have been mitigated, such events are unpredictable and change rapidly, and we may face similar or additional challenges in the future, which may result in adverse impacts on our businesses, financial condition, results of operations and cash flows that may be material.
Our restated amended and restated articles of incorporation (the “articles of incorporation”), our amended and restated bylaws (the “bylaws”) and Missouri law contain provisions intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive and incentivizing prospective acquirers to negotiate with our Board of Directors rather than to attempt a hostile takeover.
Our restated amended and restated articles of incorporation (the “articles of incorporation”), our amended and restated bylaws and Missouri law contain provisions intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive and incentivizing prospective acquirers to negotiate with our Board of Directors rather than to attempt a hostile takeover.
An information or cybersecurity incident may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered. For more information regarding our cybersecurity activities, refer to Item 1C of this report.
An information security or cybersecurity incident may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered. For more information regarding our cybersecurity activities, refer to Item 1C of this report.
Our businesses also could be negatively impacted if the third parties and others on which we rely, including third-party suppliers, manufacturers, carriers, customers or distributors, experience disruptions resulting from tighter capital and credit markets or a slowdown in the general economy.
Our businesses also could be negatively impacted if the third parties on which we rely, including customers or third-party suppliers, manufacturers, carriers or distributors, experience disruptions resulting from tighter capital and credit markets or a slowdown in the general economy.
Some raw materials and supplies for the manufacturing of our products, including packaging materials, are available only from a limited number of suppliers, from a sole supplier or from a single location, and some of our products are manufactured by a single third-party manufacturer or at a single location.
Some raw materials and supplies for the manufacturing of our products, including packaging materials, are available only from a limited number of suppliers, from a sole supplier or from a single location, and some of our products are manufactured by a limited number of third-party manufacturers, by a single third-party manufacturer or at a single location.
Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”) requires any company subject to the reporting requirements of the U.S. securities laws to perform a comprehensive evaluation of its and its consolidated subsidiaries’ internal control over financial reporting.
Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”) requires any company subject to the reporting requirements of the U.S. federal securities laws to perform a comprehensive evaluation of its and its consolidated subsidiaries’ internal control over financial reporting.
Our overall leverage and the terms of our financing arrangements could: • limit our ability to obtain additional financing in the future for working capital, for capital expenditures, for acquisitions, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward; • make it more difficult for us to satisfy our obligations under the terms of our financing arrangements; • trigger limitations on our ability to deduct interest paid on such indebtedness; • limit our ability to refinance our indebtedness on terms acceptable to us or at all; • negatively impact our credit ratings; • limit our flexibility to plan for and to adjust to changing business and market conditions in the industries in which we operate and increase our vulnerability to general adverse economic and industry conditions; 25 Table of Contents • require us to dedicate a substantial portion of our cash flows from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flows to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements; • require us to use cash, shares of our common stock or both to settle any conversion obligations of our 2.50% convertible senior notes maturing in 2027 (the “Convertible Notes”), and require us to use cash to repurchase some or all of the Convertible Notes if a fundamental change (for example, a change of control of the Company) occurs; • increase our vulnerability to adverse macroeconomic or industry conditions; and • subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition.
Our overall leverage and the terms of our financing arrangements could: • limit our ability to obtain additional financing in the future for working capital, for capital expenditures, for acquisitions, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward; 23 Table of Contents • make it more difficult for us to satisfy our obligations under the terms of our financing arrangements; • trigger limitations on our ability to deduct interest paid on such indebtedness; • limit our ability to refinance our indebtedness on terms acceptable to us or at all; • restrict us from repurchasing shares of our common stock; • negatively impact our credit ratings; • limit our flexibility to plan for and to adjust to changing business and market conditions in the industries in which we operate, and increase our vulnerability to general adverse macroeconomic and industry conditions; • require us to dedicate a substantial portion of our cash flows from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flows to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements; • require us to use cash, shares of our common stock or both to settle any conversion obligations of our 2.50% convertible senior notes maturing in 2027 (the “Convertible Notes”), and require us to use cash to repurchase some or all of the Convertible Notes if a fundamental change (for example, a change of control of the Company) occurs; and • subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition.
Cyber attacks and other cybersecurity incidents are occurring more frequently, are constantly evolving in nature, especially with the public availability of generative artificial intelligence, are becoming more sophisticated and are being made by individuals and groups (including criminal hackers, hacktivists, state-sponsored institutions, terrorist organizations and individuals or groups participating in organized crime) with a wide range of expertise and motives (including monetization of corporate, payment or other internal or personal data, fraud, identity theft, public embarrassment with the intent to cause financial or reputational harm, corporate or nation-state espionage, theft of trade secrets and intellectual property for competitive advantage and leverage for political, social, economic and environmental reasons).
Cyber attacks and other cybersecurity incidents are occurring more frequently, are constantly evolving in nature, especially with the public availability of generative AI, are becoming more sophisticated and are being made by individuals and groups (including criminal hackers, hacktivists, state-sponsored institutions, terrorist organizations and individuals or groups participating in organized crime) with a wide range of expertise and motives (including monetization of corporate, payment or other internal or personal data, fraud, identity theft, public embarrassment with the intent to cause financial or reputational harm, corporate or nation-state espionage, theft of trade secrets and intellectual property for competitive advantage and leverage for political, social, economic and environmental reasons).
The terms of our financing arrangements, financing arrangements which we enter into in the future and any future indebtedness may impose various restrictions and covenants on us that could limit our ability to pay dividends, respond to market conditions, provide for capital investment needs or take advantage of business opportunities by limiting the amount of additional borrowings we may incur.
The terms of our financing arrangements, financing arrangements which we enter into in the future and any future indebtedness may impose various restrictions and covenants on us that could limit our ability to respond to market conditions, provide for capital investment needs or take advantage of business opportunities by limiting the amount of additional borrowings we may incur.
General Risk Factors Changes in tax laws may adversely affect us, and the IRS, another taxing authority or a court may disagree with our tax positions, which may result in adverse effects on our businesses, financial condition, results of operations and cash flows. We are subject to taxes in the U.S. and foreign jurisdictions.
General Risk Factors Changes in tax laws may adversely affect us, and the IRS, another taxing authority or a court may disagree with our tax positions, which may result in adverse impacts on our businesses, financial condition, results of operations and cash flows. We are subject to taxes in the U.S. and foreign jurisdictions.
In addition, in order to respond to changes in consumer or customer preferences, we are from time to time required to make significant capital investments in our processes and operations.
In order to respond to changes in consumer or customer preferences, we are from time to time required to make significant capital investments in our processes and operations.
If the BellRing Distribution, the Debt-for-Debt Exchange or either of the Debt-for-Equity Exchanges do not qualify as tax-free transactions for any reason, we may recognize a substantial gain for U.S. federal income tax purposes, which could materially adversely affect our businesses, financial condition and cash flows.
If the BellRing Distribution, the Debt-for-Debt Exchange or either of the Debt-for-Equity Exchanges do not qualify as tax-free transactions for any reason, we may recognize a substantial gain for U.S. federal income tax purposes, which could materially adversely affect our businesses, financial condition, results of operations and cash flows.
If the licensor were to terminate our rights to use the names, characters and logos for this reason or any other reason, or if a licensor decided not to renew a license agreement upon the expiration of the license term, the loss of such rights could have a material adverse effect on our businesses, financial condition, results of operations and cash flows.
If the licensor were to terminate our rights to use the names, characters and logos for this reason or any other reason, or if a licensor decided not to renew a license agreement upon the expiration of the license term, the loss of such rights could have material adverse impacts on our businesses, financial condition, results of operations and cash flows.
In addition, our equity investments, such as our investments in 8th Avenue, Alpen Food Company South Africa (Pty) Limited and Weetabix East Africa Limited, involve, or may in the future involve, shared ownership and, in some cases, management responsibilities with one or more other parties who may not have the same objectives for the investment as us, who may not have the same priorities, strategies or resources as us or whose interpretation of applicable policies or laws may differ from ours, any of which could result in these investments not resulting in anticipated benefits or not meeting our compliance expectations.
In addition, our equity investments, such as our investments in Alpen Food Company South Africa (Pty) Limited and Weetabix East Africa Limited, involve, or may in the future involve, shared ownership and, in some cases, management responsibilities with one or more other third parties who may not have the same objectives for the investment as us, who may not have the same priorities, strategies or resources as us or whose interpretation of applicable policies or laws may differ from ours, any of which could result in these investments not resulting in anticipated benefits or not meeting our compliance expectations.
Rating agencies routinely evaluate us, and their ratings of our debt are based upon a number of factors, including our cash generating capability, levels of indebtedness, policies with respect to shareholder distributions and financial strength generally, as well as factors beyond our control, such as the then-current state of the economy and our industry generally.
Rating agencies routinely evaluate us, and their ratings of our debt are based upon a number of factors, including our cash generating capability, levels of indebtedness, policies with respect to shareholder distributions and financial strength generally, as well as factors beyond our control, such as the then-current state of the economy and our industries generally.
Impairments may be caused by factors outside of our control, such as increasing competitive pricing pressures or reduced demand for our products, lower than expected revenue and profit growth rates, changes in industry EBITDA (which stands for earnings before interest, income taxes, depreciation and amortization) and revenue multiples, changes in discount rates based on changes in cost of capital (interest rates, etc.), significant disruptions to our operations as a result of internal or external events or the bankruptcy of a significant customer.
Impairments, or changes in these estimates or assumptions, may be caused by factors outside of our control, such as increasing competitive pricing pressures or reduced demand for our products, lower than expected revenue and profit growth rates, changes in industry EBITDA (which stands for earnings before interest, income taxes, depreciation and amortization) and revenue multiples, changes in discount rates based on changes in cost of capital (interest rates, etc.), significant disruptions to our operations as a result of internal or external events or the bankruptcy of a significant customer.
Our ability to pay interest on our outstanding senior notes, to fund the settlement of our Convertible Notes, to satisfy our other debt obligations and to fund any planned capital expenditures, dividends and other cash needs will depend in part upon the future financial and operating performance of our subsidiaries and upon our ability to renew or refinance borrowings.
Our ability to pay interest on our outstanding senior notes, to fund the settlement of our Convertible Notes, to satisfy our other debt obligations and to fund any planned capital expenditures, share repurchases, dividends and other cash needs will depend in part upon the future financial and operating performance of our subsidiaries and upon our ability to renew or refinance borrowings.
Goodwill and indefinite-lived intangible assets are expected to contribute indefinitely to our cash flows and are not amortized. Management reviews all intangible assets for impairment on at least an annual basis or whenever events or changes in circumstances indicate that their carrying value may be impaired.
Goodwill and indefinite-lived intangible assets are expected to contribute indefinitely to our cash flows and are not amortized. Management reviews all indefinite-lived intangible assets for impairment on at least an annual basis or whenever events or changes in circumstances indicate that their carrying value may not be recoverable.
We may experience losses or be subject to increased funding and expenses to our qualified pension and other postretirement plans, which could negatively impact profits. We maintain and contribute to qualified defined benefit plans in the U.S., Canada and the U.K., primarily for our Post Consumer Brands and Weetabix businesses.
We may experience losses or be subject to increased funding and expenses with respect to our qualified pension and other postretirement plans, which could negatively impact profits. We maintain and contribute to qualified defined benefit plans in the U.S., Canada and the U.K., primarily for our Post Consumer Brands and Weetabix businesses.
Our compliance, or our customers’ or third-party suppliers’ or manufacturers’ compliance, with existing laws and regulations and new laws or regulations enacted in the future, or any changes in how existing laws or regulations are enforced, administered or interpreted, may lead to an increase in compliance costs, cause changes in the way operations are conducted, expose us to additional risk of liabilities and claims and place strain on our personnel, systems and resources, any of which could have a material adverse effect on our businesses, financial condition, results of operations and cash flows.
Our compliance, or our customers’ or third-party suppliers’ or manufacturers’ compliance, with existing laws and regulations and new laws and regulations enacted in the future, or any changes in how existing laws and regulations are enforced, administered or interpreted, may lead to an increase in costs, cause changes in the way operations are conducted, expose us to additional risk of liabilities and claims and place strain on our personnel, systems and resources, any of which could have material adverse impacts on our businesses, financial condition, results of operations and cash flows.
When these measures are ineffective or are not implemented in a timely manner, changes in costs or the impact of other adverse macroeconomic conditions from time to time limit our ability to maintain existing margins and otherwise materially impact our businesses, financial condition, results of operations and cash flows.
When these measures are ineffective or are not implemented in a timely manner, changes in costs or the impact of other adverse conditions from time to time limit our ability to maintain existing margins and otherwise materially adversely impact our businesses, financial condition, results of operations and cash flows.
Our Post Consumer Brands and Weetabix segments produce and distribute branded, licensed and private label RTE cereals and hot cereals, other cereal-based food products and muesli, primarily selling products to grocery stores, discounters, retailers, foodservice distributors, wholesalers and convenience stores across the U.S., Canada, the U.K. and Ireland.
Our Post Consumer Brands and Weetabix segments produce and distribute branded, licensed and private label RTE cereals and hot cereals, other cereal-based food products and muesli, primarily selling products to grocery stores, discounters, retailers, foodservice distributors, wholesalers and convenience stores across the U.S., Canada, the U.K. and the E.U.
Our credit agreement contains customary financial covenants, including a covenant requiring us to maintain a secured net leverage ratio (as defined in our 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 26 Table of Contents all revolving credit loans, swing line loans and letter of credit obligations (subject to certain exceptions specified in our credit agreement) exceeds 30% of our revolving credit commitments.
Our credit agreement contains customary financial covenants, including a covenant requiring us to maintain a secured net leverage ratio (as defined in our 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 our credit agreement) exceeds 30% of our revolving credit commitments.
Although we do not have operations in Russia, Ukraine or Belarus and do not have significant direct exposure to customers in those countries, the conflict in Ukraine has in the past resulted in increased inflation, escalating energy and fuel prices and constrained availability, and thus increasing costs, of certain of our raw materials and other commodities, geopolitical and macroeconomic uncertainty and declarations of force majeure by certain suppliers, which adversely impacted us.
With regard to the conflict in Ukraine, although we do not have operations in Russia, Ukraine or Belarus and do not have significant direct exposure to customers in those countries, this conflict has in the past resulted in increased inflation, escalating energy and fuel prices and constrained availability, and thus increasing costs, of certain of our raw materials and other commodities, geopolitical and macroeconomic uncertainty and declarations of force majeure by certain suppliers, which adversely impacted us.
Future events, such as new or more stringent occupational safety or environmental laws and regulations, new environmental claims, the discovery of currently unknown environmental conditions requiring responsive action or more vigorous interpretations or enforcement of existing environmental laws and regulations, might require us to incur increased costs, capital expenditures or other financial obligations that could have a material adverse effect on our businesses, financial condition, results of operations and cash flows.
Future events, such as new or more stringent occupational safety or environmental laws and regulations, new environmental claims, the discovery of currently unknown environmental conditions requiring responsive action or more vigorous interpretations or enforcement of existing environmental laws and regulations, might require us to incur increased costs, capital expenditures or other financial obligations that could have material adverse impacts on our businesses, financial condition, results of operations and cash flows.
In addition, definite-lived intangible assets, property, plant and equipment and other long-lived assets are evaluated for impairment when events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable.
In addition, definite-lived intangible assets, property, plant and equipment, right-of-use assets and other long-lived assets are evaluated for impairment when events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable.
The development and introduction of new products involves risks, such as the investment associated with developing and marketing such new products, uncertainties regarding trade and consumer acceptance of such new products, the timeliness of such new product introductions and the potential for such new products to cause a decline in sales of our existing products.
The development and introduction of new products involves risks, including the investment associated with developing and marketing such new products, uncertainties regarding trade and consumer acceptance of such new products, the timeliness of such new product introductions and the potential for such new products to cause a decline in sales of our existing products.
In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories. If we are unable to respond to this environment, our profitability or volume growth could be negatively impacted.
In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories. If we are unable to compete in this environment, our profitability or volume growth could be negatively impacted.
Moreover, if the BellRing Distribution is determined not to qualify for nonrecognition of gain and loss under Sections 368(a) and 355 of the IRC, each of our U.S. shareholders who received shares of BellRing Common Stock in the BellRing 24 Table of Contents Distribution would generally be treated as receiving a taxable distribution in an amount equal to the fair market value of the shares of BellRing Common Stock received by such shareholder in the BellRing Distribution.
Moreover, if the BellRing Distribution is determined not to qualify for nonrecognition of gain and loss under Sections 368(a) and 355 of the IRC, each of our U.S. shareholders who received shares of BellRing Common Stock in the BellRing Distribution would generally be treated as receiving a taxable distribution in an amount equal to the fair market value of the shares of BellRing Common Stock received by such shareholder in the BellRing Distribution.
Investors also should recognize that the reliability of any forecasted financial data diminishes the farther in the future that the data is forecasted. In light of the foregoing, investors are urged to put the guidance in context and not to place undue reliance on it.
Investors also should recognize that the reliability of any forecasted financial data diminishes the further in the future that the data is forecasted. In light of the foregoing, investors are urged to put the guidance in context and not to place undue reliance on it.
In the event of a loss of any of our large customers, a significant reduction of purchases by any of our large customers or the bankruptcy or serious financial difficulty of any of our large customers, our businesses, financial condition, results of operations and cash flows may be materially adversely affected.
In the event of a loss of any of our major customers, a significant reduction of purchases by any of our major customers or the bankruptcy or serious financial difficulty of any of our major customers, our businesses, financial condition, results of operations and cash flows may be materially adversely affected.
From time to time, our major customers decide to decrease the amount of product purchased from us, including in response to shifts in consumer purchasing or traffic trends, sell another brand on an exclusive or priority basis, reduce shelf space allotted to our products, reduce the visibility of our products on their digital platforms, demand reduced pricing or change the manner of doing business with us, which adversely affects our businesses, financial condition, results of operations and cash flows.
From time to time, our major customers decide to decrease the amount of product purchased from us, including in response to shifts in consumer purchasing or traffic trends, sell another brand on an exclusive or 20 Table of Contents priority basis, reduce or relocate shelf space allotted to our products, reduce the visibility of our products on their digital platforms, demand reduced pricing or change the manner of doing business with us, which adversely affects our businesses, financial condition, results of operations and cash flows.
The market price of our common stock could fluctuate significantly for many reasons, including in response to the risks and uncertainties discussed in this report, announcements we make about our businesses, variations in our quarterly results of operations and those of our competitors, market data that is available to subscribers, reports by industry analysts, whether or not we meet the financial estimates of analysts who follow us, industry or market trends, investor perceptions, actions by credit rating agencies, future issuances or sales of our common stock, to the extent any Convertible Notes are converted into shares of our common stock or cash or negative developments relating to our customers, competitors or suppliers, as well as general economic and industry conditions, including inflation, heightened interest rates, economic downturns or recessions.
The market price of our common stock could fluctuate significantly for many reasons, including in response to the risks and uncertainties discussed in this report, announcements we make about our businesses, variations in our quarterly results of operations and those of our competitors, market data that is available to subscribers, reports by industry analysts, whether or not we meet the financial estimates of analysts who follow us, industry or market trends, investor perceptions, actions by credit rating agencies, future issuances or sales of our common stock, to the extent any Convertible Notes are converted into shares of our common stock or cash or negative developments relating to our customers, competitors or suppliers, as well as general economic and industry conditions, including inflation, new or increased tariffs or other trade restrictions, heightened interest rates, economic downturns or recessions.
The enactment of or increases in tariffs, including value added tax, or other changes in the application of existing taxes, in markets in which we are currently active or may be active in the future, or on specific products that we sell or with which our products compete, may have an adverse effect on our businesses, financial condition, results of operations and cash flows.
The enactment of or increases in taxes or tariffs, including value added tax, or other changes in the application of existing taxes, in markets in which we are currently active or may be active in the future, or on specific products that we sell or with which our products compete, may have adverse impacts on our businesses, financial condition, results of operations and cash flows.
In addition, future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and amortization expenses related to certain intangible assets and increased operating expenses, all of which could, individually or collectively, adversely affect our businesses, financial condition, results of operations and cash flows.
In addition, future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities, amortization expenses related to certain intangible assets and depreciation on capital assets and increased operating expenses, all of which could, individually or collectively, adversely affect our businesses, financial condition, results of operations and cash flows.
Internal Revenue Code (the “IRC”) and is eligible for nonrecognition within the meaning of Sections 355 and 361 of the IRC. The tax opinion was based on, among other things, then-current law and certain representations and assumptions as to factual matters and certain statements and undertakings made by us and Old BellRing.
Internal Revenue Code (the “IRC”) and is eligible for nonrecognition within the meaning of Sections 355 and 361 of the IRC. The tax opinion was 22 Table of Contents based on, among other things, then-current law and certain representations and assumptions as to factual matters and certain statements and undertakings made by us and Old BellRing.
We face the risk of claims that we have infringed third parties’ intellectual property rights.
We also face the risk of claims that we have infringed third parties’ intellectual property rights.
In addition, because in certain contexts we rely on third parties to collect and process data on our behalf, any failure by these third parties to comply with the applicable obligations and 31 Table of Contents requirements, or a breach suffered by any of these third parties, with respect to data they are collecting and processing on our behalf could adversely impact us.
In addition, because in certain contexts we rely on third parties to collect and process data on our behalf, any failure by these third parties to comply with the applicable obligations and requirements, or a breach suffered by any of these third parties, with respect to data they are collecting and processing on our behalf could adversely impact us.
Also, our businesses are, and we expect will continue to be, affected by changing preferences and requirements as to the environmental and social impacts of products. Several of our customers have announced goals, or are or may be required by changing regulatory requirements, to transition to recyclable, compostable or reusable packaging or require certified ingredients for specific products.
Also, our businesses are, and will continue to be, affected by changing preferences and requirements as to the environmental and social impacts of products. Several of our customers have announced goals, or are or may be required by changing regulatory requirements, to transition to recyclable, compostable or reusable packaging materials or require certified ingredients for specific products.
Any actual or potential contamination of our products could result in product recalls, market withdrawals, product detentions, safety alerts, cessation of manufacturing or distribution or, if we fail to comply with applicable FDA, USDA or other U.S. or international regulatory authority requirements, enforcement actions.
Any actual or potential 13 Table of Contents contamination of our products could result in product recalls, market withdrawals, product detentions, safety alerts, cessation of manufacturing or distribution or, if we fail to comply with applicable FDA, USDA or other U.S. or international regulatory authority requirements, enforcement actions.
Changes in the fair value of these derivative instruments, which are not designated for hedge accounting, are recognized immediately in our Consolidated Statements of Operations, resulting in volatility in our net earnings. If the fair value of these derivative instruments changes in an unpredictable or significantly favorable or unfavorable manner, we may experience material adjustments within our results of operations.
Changes in the fair value of these derivative instruments, which are not designated for hedge accounting, are recognized immediately in our Consolidated Statements of Operations, resulting in volatility in our net earnings. When the fair value of these derivative instruments changes in an unpredictable or significantly favorable or unfavorable manner, we experience material adjustments within our results of operations.
Further, the traditional retail grocery outlets in the U.S. where certain of our businesses are concentrated have experienced slower growth in recent years than other retail channels, such as discount and dollar stores, direct-to-consumer brands, subscription services, club stores and eCommerce retailers (including as a result of the integration of traditional and digital operations at key retailers), which we expect to continue in the future.
Further, in recent years, the traditional retail grocery outlets in the U.S. where certain of our businesses offer products have experienced slower growth than other retail channels, such as discount and dollar stores, direct-to-consumer brands, subscription services, club stores and eCommerce retailers (including as a result of the integration of traditional and digital operations at key retailers), which we expect to continue in the future.
ITEM 1A. RISK FACTORS In addition to the factors discussed elsewhere in this report, the following risks and uncertainties, some of which have occurred and any of which may occur in the future, could have a material adverse effect on our businesses, financial condition, results of operations and cash flows.
ITEM 1A. RISK FACTORS In addition to the factors discussed elsewhere in this report, the following risks and uncertainties, some of which have occurred and any of which may occur in the future, could have material adverse impacts on our businesses, financial condition, results of operations and cash flows.
There can be no assurance that future tax law changes will not increase the rate of the corporate income tax significantly; impose new limitations on deductions, credits or other tax benefits; or make other changes that may adversely affect the performance of an investment in us.
Also, there can be no assurance that future tax law changes, or interpretations thereof, will not increase the rate of the corporate income tax significantly; impose new limitations on deductions, credits or other tax benefits; or make other changes that may adversely affect the performance of an investment in us.
If our management cannot favorably assess the 34 Table of Contents effectiveness of our internal control over financial reporting or our independent registered public accounting firm identifies material weaknesses in our internal controls, investor confidence in our financial results may weaken, and our stock price may consequently suffer.
If our management cannot favorably assess the effectiveness of our internal control over financial reporting or our independent registered public accounting firm identifies material weaknesses in our internal controls, investor confidence in our financial results may weaken, and our stock price may consequently suffer.
These provisions include, among others: • our Board of Directors fixes the number of members on the Board of Directors; 33 Table of Contents • elimination of the rights of our shareholders to act by written consent (except when such consent is unanimous) and to call shareholder meetings; • rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings; • the right of our Board of Directors to issue preferred stock without shareholder approval; • supermajority vote requirements for certain amendments to our articles of incorporation; • anti-takeover provisions of Missouri law which may prevent us from engaging in a business combination with an interested shareholder, or which may deter third parties from acquiring amounts of our common stock above certain thresholds; and • limitations on the right of shareholders to remove directors.
These provisions include, among others: • our Board of Directors fixes the number of members on the Board of Directors; • elimination of the rights of our shareholders to act by written consent (except when such consent is unanimous); • rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings; • the right of our Board of Directors to issue preferred stock without shareholder approval; • supermajority vote requirements for certain matters contained in our articles of incorporation; • anti-takeover provisions of Missouri law which may prevent us from engaging in a business combination with an interested shareholder, or which may deter third parties from acquiring amounts of our common stock above certain thresholds; and • limitations on the right of shareholders to remove directors.
Competition in our categories is based on, among other things, brand appeal, recognition and loyalty, taste, nutritional value, price, ingredients, sourcing practices, product quality and safety, product availability, variety, innovation, distribution, shelf space and product visibility, packaging, convenience, effective promotional activities and the ability to identify and satisfy dynamic, emerging consumer preferences.
Competition in our categories is based on, among other things, price, brand appeal, recognition and loyalty, taste, product quality and safety, nutritional profile, ingredients, effective promotional activities, product-related certifications, sourcing practices, product availability, variety, innovation, distribution, shelf space and product visibility, packaging, convenience and the ability to identify and satisfy dynamic, emerging consumer preferences.
Refer to Notes 2 and 14 within “Notes to Consolidated Financial Statements” in Item 8 of this report for a discussion of our derivative instruments.
Refer to Notes 2 and 13 within “Notes to Consolidated Financial Statements” in Item 8 of this report for a discussion of our derivative instruments.
Data Privacy Framework and the California Consumer Privacy Act (as modified by the California Privacy Rights Act) and various other states’ laws, require significant time and resources and impose significant challenges that are likely to continue to increase over time, particularly as additional jurisdictions adopt similar requirements.
GDPR and the California Consumer Privacy Act (as modified by the California Privacy Rights Act) and various other states’ laws, require significant time and resources and impose significant challenges that are likely to continue to increase over time, particularly as additional jurisdictions adopt similar requirements.
From time to time, these changing preferences and requirements require us to use specially sourced ingredients and packaging types that are more difficult to source or entail a higher cost or incremental capital investment, including within our manufacturing processes, which we may not be able to pass on to customers.
From time to time, these changing preferences and requirements require us to use specially sourced ingredients and packaging types that are more difficult to source or entail a higher cost or incremental capital investment, including within our manufacturing processes, which we may not be able to pass on to customers, or may conflict with each other.
Prevailing economic conditions and financial, business, competitive, legislative, regulatory and other factors, many of which are beyond our control, including inflation, reduced consumer demand, heightened interest rates, economic downturns, recessions and public health crises, will affect our ability to satisfy our debt obligations, refinance our debt or obtain new financing.
Prevailing economic conditions and financial, business, competitive, legislative, regulatory and other factors, many of which are beyond our control, including inflation, new or increased tariffs or other trade restrictions, reduced consumer demand, heightened interest rates, economic downturns, recessions and public health crises, will affect our ability to satisfy our debt obligations, refinance our debt or obtain new financing.
In addition, the results of elections, referendums or other political conditions have in the past impacted and could continue to impact how existing laws, regulations and government programs and policies are implemented, interpreted or prioritized or resulted and could continue to result in uncertainty as to how such laws, regulations, programs or policies may change or what new laws, regulations, government programs or policies may be implemented or other governmental actions may occur.
Further, the results of elections, referendums or other political conditions, including government shutdowns, have in the past impacted and could continue to impact how existing laws, regulations and government programs and policies are implemented, interpreted or prioritized or resulted and could continue to result in uncertainty as to how such laws, regulations, programs or policies may change or what new laws, regulations, government programs or policies may be implemented or other governmental actions may occur.
Failure to comply with these requirements or to otherwise protect personal data from unauthorized access, use or other processing could result in substantial penalties or fines, regulatory proceedings, litigation and damage to our reputation, any of which could adversely affect our businesses, financial condition, results of operations and cash flows.
Failure to comply with the applicable requirements or to otherwise protect personal data from unauthorized access, use or other processing could result in substantial penalties or fines, regulatory proceedings, litigation or damage to our reputation, any of which could materially adversely affect our businesses, financial condition, results of operations and cash flows.
In April 2017, prior to our acquisition of Bob Evans, Bob Evans completed the sale and separation of its restaurants business (the “Bob Evans Restaurants Transaction”) to Bob Evans Restaurants, LLC, an affiliate of Golden Gate Capital Opportunity Fund, L.P.
In April 2017, prior to our acquisition of Bob Evans, Bob Evans completed the sale and separation of its restaurants business (the “Bob Evans Restaurants Transaction”) to Bob Evans Restaurants, LLC, an affiliate of Golden Gate Capital Opportunity 30 Table of Contents Fund, L.P.
Despite our efforts, the possibility of information and cybersecurity incidents and human error or malfeasance cannot be eliminated entirely and will evolve as new and emerging technology is deployed, including the use of generative artificial intelligence and personal mobile and computing devices that are outside of our network and control environments.
Despite our efforts, the possibility of information security and cybersecurity incidents and human error or malfeasance cannot be eliminated entirely and will evolve as new and emerging technology is deployed, including the use of generative AI and personal mobile and computing devices that are outside of our network and control environments.
If, as such agreements expire, we are unable to enter into new agreements on favorable terms, our businesses, financial condition, results of operations and cash flows could be adversely impacted.
If, as such agreements expire, we or such third parties are unable to enter into new agreements on favorable terms, our businesses, financial condition, results of operations and cash flows could be adversely impacted.
From time to time, we need to recall, withdraw or isolate some or all of our products if there is suspected or confirmed damage, adulteration, undeclared allergens, mislabeling, misbranding or other food safety concerns, whether caused by us or someone in our supply chain or distribution network.
From time to time, we decide or are required to recall, withdraw or isolate some or all of our products if there is suspected or confirmed damage, adulteration, undeclared allergens, mislabeling, misbranding or other food safety concerns, whether caused by us or someone in our supply chain or distribution network.
Our reputation could be adversely affected by a number of factors, including adverse publicity (whether or not valid) about us, our business practices, brands, products, ingredients, packaging, sponsorship or endorsement relationships, directors, employees or third-party suppliers, manufacturers, licensors or licensees (including those that license third-party trademarks that we license), others in our supply chain or the food and beverage or pet food industries generally, our failure to maintain the quality of our products, the failure of our products to deliver consistently positive consumer experiences, concerns about food safety, real or perceived health concerns regarding our products, real or perceived concerns regarding animal welfare, lawsuits filed against us or our third-party suppliers, manufacturers, licensors or licensees, our products becoming unavailable to consumers, consumer perceptions that we or our directors, employees or third-party suppliers, manufacturers, licensors or licensees have acted in an irresponsible or misleading manner, unethically or in violation of law (including with respect to human rights, child labor, materials sourcing, workplace conditions or employee health and safety), any failure or perceived failure to achieve sufficient environmental, social and governance performance or any failure or perceived failure to act in a manner consistent with stakeholder expectations.
Our reputation could be adversely affected by a number of factors, including adverse publicity or negative perceptions (whether or not valid) about us, our business practices, brands, products, ingredients, packaging materials, sponsorship or endorsement relationships, directors, employees or third-party suppliers, manufacturers, licensors or licensees (including those that license third-party trademarks that we license), others in our supply chain or the food and beverage or pet food industries generally, our failure to maintain the quality of our products, the failure of our products to deliver consistently positive consumer experiences, concerns about food safety, real or perceived health concerns regarding our products, real or perceived concerns regarding animal welfare, lawsuits filed against us or our third-party suppliers, manufacturers, licensors or licensees, our products becoming unavailable to consumers, consumer perceptions that we or our directors, employees or third-party suppliers, manufacturers, licensors or licensees have acted in an irresponsible or misleading manner, unethically or in violation of law (including with respect to human rights, child labor, materials sourcing, workplace conditions or employee health and safety), the manner and extent to which we address various environmental, social and governance matters or our failure or perceived failure to act in a manner consistent with evolving stakeholder expectations.
Our Post Consumer Brands and Weetabix segments operate in the mature RTE cereal category, and the weakening of this category could materially adversely affect our businesses, financial condition, results of operations and cash flows.
Industry Risks Our Post Consumer Brands and Weetabix segments operate in the mature RTE cereal category, and the continued weakening of this category could materially adversely affect our businesses, financial condition, results of operations and cash flows.
Although we have various insurance programs in place that, subject to their terms and conditions, are intended to address certain costs associated with these events, this insurance coverage may not cover all or any losses associated with an event, and any of these events or a loss of consumer or customer confidence resulting from any such event could have an adverse effect on our businesses, financial condition, results of operations and cash flows.
Although we have various insurance programs in place that, subject to their terms and conditions, are intended to address certain costs associated with these events, this insurance coverage may not cover all or any losses associated with an event, and any of these events or a loss of consumer or customer confidence resulting from any such event could materially adversely impact our businesses, financial condition, results of operations and cash flows.
Actual operating results may differ significantly from our guidance and forward-looking statements. From time to time, we release guidance regarding our future performance, the future performance of some or all of our unconsolidated and consolidated subsidiaries or the expected future performance of companies or businesses that we have agreed to acquire.
Actual operating results may differ significantly from our guidance and forward-looking statements. From time to time, we release guidance regarding our future performance, the future performance of some or all of our subsidiaries or the expected future performance of companies or businesses that we have agreed to acquire or that we intend to divest.
Many of our business activities are subject to a variety of agricultural risks, including agricultural diseases and pests, which can adversely affect the quality and quantity of the raw materials we use and the products we produce and distribute (or have produced or distributed by third parties), as well as increase the costs of production.
Many of our business activities are subject to a variety of agricultural risks, including agricultural diseases and pests, which can adversely affect the quality and availability of the raw materials we use and the products we produce and distribute (or have produced or distributed by third parties), as well as increase the volatility in our raw materials costs.
Industry Risks We operate in categories with strong competition. The human and pet food categories in which we operate are highly competitive.
We operate in categories with strong competition. The human and pet food categories in which we operate are highly competitive.
We utilize derivative instruments to manage commodity price risk for some of our principal ingredient and energy costs. In addition, from time to time, we utilize derivative instruments to manage our interest rate risk.
We utilize derivative instruments to manage commodity price risk for some of our principal ingredient and energy costs. In addition, from time to time, we utilize derivative instruments to manage our foreign currency exchange rate and interest rate risk.
Further, there is no guarantee that we will be able to enter into new agreements in a timely manner, and if new agreements are not reached, there could be interruptions in production at the respective facilities. In addition, we could be subject to unionization efforts at our non-union facilities.
Further, there is no guarantee that we or third parties in our supply chain will be able to enter into new agreements in a timely manner, and if new agreements are not reached, there could be interruptions in production at the respective facilities. In addition, we could be subject to unionization efforts at our non-union facilities.
From time to time, we take measures to mitigate the impact of adverse macroeconomic conditions, including increased costs for ingredients, packaging, energy, other supplies and freight and employee-related costs, through pricing measures (such as increasing the selling prices of our products or decreasing the size of our products).
In addition, from time to time, we take measures to mitigate the impact of adverse conditions, including increased costs for ingredients, packaging materials, energy, other supplies and freight and employee-related costs, through pricing measures (such as increasing the prices of our products or decreasing the size of our products).
Although we try to manage the impact of increases in certain of these costs by using hedges to lock in prices on quantities required to meet our anticipated production requirements, if we fail, or are unable, to hedge and prices subsequently increase, or if we institute a hedge and prices subsequently decrease, our costs may be greater than anticipated or greater than our competitors’ costs, and our businesses, financial condition, results of operations and cash flows could be adversely affected.
Although we try to manage the impact of increases in certain of these costs by using hedges to lock in prices on quantities required to meet our anticipated production requirements, when we fail, or are unable, to hedge and prices subsequently increase, or when we institute a hedge and prices subsequently decrease, our costs are from time to time greater than anticipated or greater than our competitors’ costs, and our businesses, financial condition, results of operations and cash flows are from time to time adversely affected.
These consolidations also may adversely impact the ability of our smaller customers to effectively compete. The consolidation in the retail and foodservice channels also increases the risk that adverse changes to our customers’ business operations or financial performance could have a material adverse effect on us.
These consolidations also may adversely impact the ability of our smaller customers to effectively compete. The consolidation in the retail channels also increases the risk that adverse changes to our customers’ business operations or financial performance could have material adverse impacts on us.
Various risks, uncertainties and events beyond our control, including adverse macroeconomic conditions (including inflation, heightened interest rates, economic downturns or recessions), reduced consumer demand and public health crises, could affect our ability to comply with these restrictions and covenants.
Various risks, uncertainties and events beyond our control, including adverse macroeconomic conditions (including inflation, new or increased tariffs or other trade restrictions, heightened interest rates, economic downturns or recessions), reduced consumer demand and public health crises, could affect our ability to comply with these restrictions and covenants.
Collecting, measuring, analyzing and auditing information relating to such matters can be costly, time-consuming, dependent on third-party cooperation and unreliable.
Collecting, measuring, analyzing, auditing and obtaining external assurance on information relating to such matters can be costly, time-consuming, dependent on third-party cooperation and unreliable.
We are, or may become, party to various lawsuits and claims arising in the normal course of business, which may include lawsuits or claims relating to contracts, intellectual property, product recalls, product liability, the advertising, marketing, labeling or certification of products, employment matters, environmental matters, data privacy or security or other aspects of our business.
We are, or may become, party to various lawsuits and claims, including those arising in the normal course of business, which may include lawsuits or claims relating to contracts, product recalls, product liability, the advertising, marketing, labeling or certification of products, employment matters, personal injury matters, intellectual property, social or environmental matters, data privacy or security or other aspects of our operations.
Any of these risks could impair our ability to fund our operations, limit our 27 Table of Contents ability to expand our businesses, result in interruptions to our businesses or increase our interest expense, any of which could have a material adverse impact on our businesses, financial condition, results of operations and cash flows.
Any of these risks could impair our ability to fund our operations, limit our ability to expand our 25 Table of Contents businesses, result in interruptions to our businesses or increase our interest expense, any of which could have material adverse impacts on our businesses, financial condition, results of operations and cash flows.
For instance, our Foodservice and Refrigerated Retail segments are, and will continue to be, affected by changing preferences and requirements as to the housing of layer hens, as well as certain other farm animals.
For instance, our Foodservice and Refrigerated Retail segments have been, and continue to be, affected by changing preferences and requirements as to the housing of layer hens, as well as certain other farm animals.
The COVID-19 pandemic also resulted in broader economic and operational challenges, including heightened inflation, labor shortages, volatility in commodity and operating costs and supply chain disruptions. Public health crises evolve rapidly, and the severity, magnitude, duration and impact of such public health crises are uncertain and difficult to predict.
The COVID-19 pandemic also resulted in broader economic and operational challenges, including heightened inflation, labor shortages, volatility in commodity and operating costs, supply chain disruptions and volatility in the credit and capital markets. Public health crises can occur suddenly and evolve rapidly, and the severity, magnitude, duration and impact of such public health crises are uncertain and difficult to predict.
Our ability to meet expenses and debt service obligations will depend upon our future performance, which will be affected by financial, business, economic and other factors, including the impact of adverse macroeconomic conditions (including inflation, heightened interest rates, economic downturns or recessions), pressure from competitors, potential changes in consumer and customer preferences and behaviors, the success of product and marketing innovation and public health crises.
Our ability to pay expenses and satisfy debt service obligations will depend upon our future performance, which will be affected by financial, business, economic and other factors, including the impact of adverse macroeconomic conditions (including inflation, new or increased tariffs or other trade restrictions, heightened interest rates, economic downturns or recessions), pressure from competitors, potential changes in consumer and customer preferences and behaviors, the success of product and marketing innovation and public health crises.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThrough annual training, monthly phishing simulation tests, newsletters and other information postings, we educate our employees and reinforce our processes to report any suspicious activity. In the event of a cybersecurity incident, our businesses maintain incident response plans meeting certain enterprise-established standards.
Biggest changeTo help raise employee awareness of current cybersecurity threats and tactics, in particular social engineering, we provide training to our employees so that they can help identify risks and protect our organization. Through annual training, monthly phishing simulation tests, newsletters and other information postings, we educate our employees and reinforce our processes to report any suspicious activity.
This includes over thirty years in various roles of increasing responsibility at Bob Evans, which Post acquired in 2018, ultimately serving as the CIO of Bob Evans for approximately four years before becoming our CIO in 2022. His broad knowledge and significant experience enable him to have a holistic risk management view across our organization.
This experience includes approximately thirty years in various roles of increasing responsibility at Bob Evans, which Post acquired in 2018, ultimately serving as the CIO of Bob Evans for approximately four years before becoming our CIO in 2022. His broad knowledge and significant experience enable him to have a holistic risk management view across our organization.
While we are regularly targeted by cybersecurity threats, including cybersecurity attacks, ransomware and other cybersecurity breaches, and we expect them to continue in the future, during the year ended September 30, 2024, we did not identify any risks from cybersecurity threats that materially impacted or are reasonably likely to materially impact us.
While we are regularly targeted by cybersecurity threats, including cybersecurity attacks, ransomware and other cybersecurity breaches, and we expect them to continue in the future, during the year ended September 30, 2025, we did not identify any risks from cybersecurity threats that materially impacted or are reasonably likely to materially impact us.
The Audit Committee receives updates, on at least a quarterly basis, from our Chief Information Officer (the “CIO”) and our Chief Information Security Officer (the “CISO”) regarding our enterprise-wide cybersecurity program, which may address a range of topics, including the health, efficacy and maturity of our cybersecurity programs, the results of various assessments periodically performed on our IT environment, emerging threats and trends and cybersecurity events.
The Audit Committee receives updates, on at least a quarterly basis, from our Chief Information Officer (the “CIO”) and our Chief Information Security Officer (the “CISO”) regarding our enterprise-wide cybersecurity program, which may address a range of topics, including the health, efficacy and maturity of our cybersecurity programs, the results of various 33 Table of Contents assessments periodically performed on our IT environment, emerging threats and trends, including regarding AI, and cybersecurity events.
Governance Various individuals and teams throughout our organization are responsible for the oversight and management of cybersecurity risk for our organization. Board of Directors Oversight The Audit Committee of our Board of Directors has overall responsibility for the oversight of cybersecurity risk.
Governance Various individuals and teams throughout our organization are responsible for the oversight and management of cybersecurity risk for our organization. Board of Directors Oversight The Audit Committee of our Board of Directors has overall responsibility for the oversight of cybersecurity and other technology risks.
Our CISO holds a master’s degree in information systems and has over twenty-two years of IT experience, including eight years of experience dedicated to cybersecurity and IT risk management.
Our CISO holds a master’s degree in information systems and has over twenty years of IT experience, including significant experience dedicated to cybersecurity and IT risk management.
For further discussion of these risks, see “Risk Factors – Business and Operating Risks – Technology failures or cybersecurity incidents could disrupt our operations and negatively impact our businesses” in Item 1A of this report.
For further discussion of these risks, see “Business and Operating Risks – Technology failures or cybersecurity incidents could disrupt our operations and negatively impact our businesses” within “Risk Factors” in Item 1A of this report.
Given our decentralized and adaptive operating model, each of our businesses is responsible for implementing and managing its own cybersecurity program, following our established enterprise-wide standards and strategy and using the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”), which outlines industry-wide best practices addressing the components of a cybersecurity program.
CYBERSECURITY Cybersecurity Risk Management and Strategy Cybersecurity risk management is a critical component of our overall risk management. 32 Table of Contents Given our decentralized and adaptive operating model, each of our businesses is responsible for implementing and managing its own cybersecurity program, following our established enterprise-wide standards and strategy and using the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”), which outlines industry-wide best practices addressing the components of a cybersecurity program.
In addition, the Security Leads report on their cybersecurity programs to the CISO and the ESRG on a quarterly basis. 36 Table of Contents
In addition, the Security Leads report on their cybersecurity programs to the CISO and the ESRG on a quarterly basis.
Our CIO’s background encompasses approximately twenty-six years of IT experience, including approximately six years of cybersecurity and risk management oversight, and approximately six years in supply chain and business transformation leadership.
Our CIO’s background encompasses over twenty-five years of IT experience, including many years of cybersecurity and risk management oversight, and numerous years of experience in supply chain and business transformation leadership.
Having spent over twelve years at Post in various IT capacities, including approximately four years as the head of cybersecurity, his extensive knowledge of our IT systems and controls is instrumental in safeguarding our digital infrastructure.
Having been with Post in various IT capacities since 2012, including approximately five years as the head of cybersecurity, his extensive knowledge of our IT systems and controls is instrumental in safeguarding our digital infrastructure.
In addition, for third parties that may hold our information on their own systems, we implement processes to gather information about how such third parties secure their systems, which may include obtaining and reviewing attestations and reports from the third parties. 35 Table of Contents To help raise employee awareness of current cybersecurity threats and tactics, in particular social engineering, we provide training to our employees so that they can help identify risks and protect our organization.
In addition, for third parties that may hold our information on their own systems, we implement processes to gather information about how such third parties secure their systems, which may include obtaining and reviewing attestations and reports from the third parties.
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ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy Cybersecurity risk management is a critical component of our overall risk management.
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In the event of a cybersecurity incident, our businesses maintain incident response plans meeting certain enterprise-established standards.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn connection with our expansion into the pet food category, Post Consumer Brands has been in the process of integrating and optimizing its distribution network during fiscal 2024, which it expects to continue. Weetabix Weetabix has four owned manufacturing facilities in the U.K. in Burton Latimer, Corby, Ashton-under-Lyne and Deeside, each of which includes warehousing space.
Biggest changeWeetabix Weetabix has four owned manufacturing facilities in the U.K. in Burton Latimer, Corby, Ashton-under-Lyne and Deeside, each of which includes warehousing space. Weetabix plans to close its Ashton-under-Lyne manufacturing facility during fiscal 2026. In addition, Weetabix’s joint venture in South Africa owns a manufacturing facility, and Weetabix’s joint venture in Kenya leases a manufacturing facility.
Certain of our owned real properties may be subject to mortgages or other applicable security interests pursuant to our financing arrangements. Management believes our facilities generally are in good operating condition and, taken as a whole and in conjunction with our arrangements with third-party manufacturers, are suitable and of sufficient capacity for our current operations.
Certain of our owned real properties may be subject to mortgages or other applicable security interests pursuant to our financing arrangements. Management believes our facilities generally are in good operating condition and, taken as a whole and in conjunction with our arrangements for additional space and with third-party manufacturers, are suitable and of sufficient capacity for our current operations.
In addition to the facilities in Mars Hill, Maine and Chaska, Minnesota previously referenced for our Foodservice business, our Refrigerated Retail operations include an owned manufacturing plant in Sulphur Springs, Texas, which produces side dishes, and a leased potato and side dish processing facility in Lima, Ohio.
In addition to the facilities in Mars Hill, Maine and Chaska, Minnesota previously referenced for our Foodservice business, our Refrigerated Retail operations include an owned manufacturing plant in Sulphur Springs, Texas, which produces side dishes, an owned potato processing facility in Rigby, Idaho and a leased potato and side dish processing facility in Lima, Ohio.
Post Consumer Brands has thirteen owned manufacturing facilities located in Asheboro, North Carolina; Battle Creek, Michigan; Bloomsburg, Pennsylvania (which includes a distribution center); Jonesboro, Arkansas; Lawrence, Kansas; Meadville, Pennsylvania (which includes a warehouse); Niagara Falls, Ontario; Northfield, Minnesota (which consists of two facilities and also includes a distribution center); Sparks, Nevada; Tremonton, Utah and Visalia, California (which consists of two facilities, both of which include warehousing space).
Post Consumer Brands has fourteen owned manufacturing facilities located in Asheboro, North Carolina; Battle Creek, Michigan; Bloomsburg, Pennsylvania (which includes a distribution center); Eugene, Oregon; Jonesboro, Arkansas; Lawrence, Kansas; Meadville, Pennsylvania (which includes a warehouse); Niagara Falls, Ontario; Northfield, Minnesota (which consists of two facilities and also includes a distribution center); Sparks, Nevada; Tremonton, Utah and Visalia, California (which consists of two facilities, both of which include warehousing space).
The Refrigerated Retail segment additionally operates an owned cheese processing and packaging facility and distribution center in Lake Mills, Wisconsin for its cheese and other dairy-case products business. The Refrigerated Retail segment uses an owned transportation facility in Springfield, Ohio and a leased transportation property in Talty, Texas. 37 Table of Contents
The Refrigerated Retail segment additionally operates an owned cheese processing and packaging facility and distribution center in Lake Mills, Wisconsin for its cheese and other dairy-case products business. The Refrigerated Retail segment uses an owned transportation facility in Springfield, Ohio and a leased transportation property in Talty, Texas.
Post Consumer Brands The main administrative office for Post Consumer Brands, which we own, is located in Lakeville, Minnesota. Post Consumer Brands also leases administrative office space in Bentonville, Arkansas; Cincinnati, Ohio; Orrville, Ohio; Visalia, California and Toronto, Ontario.
Post Consumer Brands The main administrative office for Post Consumer Brands, which we own, is located in Lakeville, Minnesota. Post Consumer Brands also leases administrative office space in Bentonville, Arkansas; Cincinnati, Ohio; Eugene, Oregon; Fenton, Missouri; Fitzgerald, Georgia; Visalia, California and Toronto, Ontario.
Refrigerated Retail The Refrigerated Retail segment has leased administrative offices in New Albany, Ohio; Cincinnati, Ohio; Rogers, Arkansas and Edina, Minnesota. In addition to certain of the egg products production facilities previously referenced for our Foodservice business, our Refrigerated Retail operations include owned sausage production plants in Hillsdale, Michigan and Xenia, Ohio.
In addition to certain of the egg products production facilities previously referenced for our Foodservice business, our Refrigerated Retail operations include owned sausage production plants in Hillsdale, Michigan and Xenia, Ohio.
Operations for our Foodservice segment include two owned potato processing facilities in Mars Hill, Maine and Chaska, Minnesota, two owned meat products processing and production facilities in Norfolk and Ravenna, Nebraska and a leased potato processing facility in North Las Vegas, Nevada. In addition, our Foodservice segment owns and operates a ready-to-drink shake manufacturing facility in West Jefferson, Ohio.
The egg products business owns five layer hen facilities and five pullet facilities in the U.S. Operations for our Foodservice segment include two owned potato processing facilities in Mars Hill, Maine and Chaska, Minnesota, two owned meat products processing and production facilities in Norfolk and Ravenna, Nebraska and a leased potato processing facility in North Las Vegas, Nevada.
Operations for our Foodservice segment include nine owned egg products production facilities in Illinois, Iowa, Minnesota and Nebraska, and four leased egg products production facilities in Arizona, New Jersey and Pennsylvania. The egg products business owns five layer hen facilities and five pullet facilities in the U.S.
Weetabix also leases office space in the U.K. and Spain. Foodservice The Foodservice segment has leased administrative offices in Hopkins, Minnesota and Norfolk, Nebraska. Operations for our Foodservice segment include nine owned egg products production facilities in Illinois, Iowa, Minnesota and Nebraska, and four leased egg products production facilities in Arizona, New Jersey and Pennsylvania.
Post Consumer Brands also leases land for another owned manufacturing facility located in Cobourg, Ontario. Post Consumer Brands maintains 8.3 million square feet of warehouse and distribution space throughout the U.S. and Canada, 2.1 million of which is owned by us and 6.2 million of which is leased by us.
Post Consumer Brands also has three leased manufacturing facilities located in Carrington, North Dakota; New Hope, Minnesota and Winchester, Virginia, which, after the expected sale of the Pasta Business, will be owned by a third party. 34 Table of Contents Post Consumer Brands maintains 9.7 million square feet of warehouse and distribution space throughout the U.S. and Canada, 2.1 million of which is owned by us and 7.6 million of which is leased by us.
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In addition, each of Weetabix’s joint ventures in Kenya and South Africa owns a manufacturing facility in those respective countries. Weetabix also leases office space in the U.K., United Arab Emirates and Spain. Foodservice The Foodservice segment has leased administrative offices in Hopkins, Minnesota and Norfolk, Nebraska.
Added
Post Consumer Brands also leases land for another owned manufacturing facility located in Cobourg, Ontario. Post Consumer Brands has announced plans to close its Cobourg, Ontario and Sparks, Nevada manufacturing facilities during the first quarter of fiscal 2026.
Added
In addition, Post Consumer Brands has six leased manufacturing facilities located in Blaine, Washington; Brampton, Ontario; Fitzgerald, Georgia (which includes a distribution center); Hazelwood, Missouri; Markham, Ontario and Troy, Alabama.
Added
Of the 7.6 million square feet of leased warehouse and distribution space, we expect 0.9 million square feet will be owned by a third party after the anticipated sale of the Pasta Business. In recent years, Post Consumer Brands has been in the process of integrating and optimizing its distribution network, which it expects to continue.
Added
The Rigby, Idaho potato processing facility included in the Refrigerated Retail discussion below also manufactures products for our Foodservice segment. In addition, our Foodservice segment owns and operates a protein-based shake manufacturing facility in West Jefferson, Ohio.
Added
Further, in fiscal 2025, our Foodservice segment entered into a lease agreement for a warehouse in Jordan, Minnesota, which is under construction and is expected to commence operations in fiscal 2027. Refrigerated Retail The Refrigerated Retail segment has leased administrative offices in New Albany, Ohio; Cincinnati, Ohio; Rogers, Arkansas and Edina, Minnesota.
Added
Also, in fiscal 2025, our Refrigerated Retail segment entered into a lease agreement for a warehouse in Fairborn, Ohio, which is under construction and is expected to commence operations in fiscal 2026.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changePursuant 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 pending as of the filing date of this report or that were resolved during the fourth quarter of fiscal 2024. ITEM 4.
Biggest changePursuant 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 pending as of the filing date of this report or that were resolved during the fourth quarter of fiscal 2025. ITEM 4.
ITEM 3. LEGAL PROCEEDINGS For information regarding our legal proceedings, refer to “Legal Proceedings” in Note 18 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
ITEM 3. LEGAL PROCEEDINGS For information regarding our legal proceedings, refer to “Legal Proceedings” in Note 17 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
MINE SAFETY DISCLOSURES Not applicable. 38 Table of Contents PART II
MINE SAFETY DISCLOSURES Not applicable. 35 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThis performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the liabilities of the Exchange Act, nor shall it be incorporated by reference into any of our 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.
Biggest changeThis performance graph shall not be deemed to be “soliciting material” or “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing.
The information required under this Item 5 concerning equity compensation plan information is set out under Item 12 of this report and is incorporated herein by this reference. Issuer Purchases of Equity Securities The following table sets forth information with respect to shares of our common stock that we purchased during the fiscal quarter ended September 30, 2024.
The information required under this Item 5 concerning equity compensation plan information is set out under Item 12 of this report and is incorporated herein by this reference. Issuer Purchases of Equity Securities The following table sets forth information with respect to shares of our common stock that we purchased during the fiscal quarter ended September 30, 2025.
We did not pay any cash dividends on our common stock during the years ended September 30, 2024 or 2023. We have no plans to pay cash dividends on our common stock in the foreseeable future, and the indentures governing our debt securities and our credit facilities restrict our ability to pay dividends.
We did not pay any cash dividends on our common stock during the years ended September 30, 2025 or 2024. We have no plans to pay cash dividends on our common stock in the foreseeable future, and the indentures governing our debt securities and our credit facilities restrict our ability to pay dividends.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for Common Stock and Dividends Our common stock is traded on the New York Stock Exchange under the symbol “POST”. There were 2,393 shareholders of record on November 11, 2024.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for Common Stock and Dividends Our common stock is traded on the New York Stock Exchange under the symbol “POST”. There were 2,228 shareholders of record on November 17, 2025.
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. 39 Table of Contents Performance Graph The following performance graph compares the changes, for the period indicated, in the cumulative total value of $100 hypothetically invested in each of (i) Post common stock (with reinvestment of shares of BellRing Common Stock, as defined in Note 4 within “Notes to Consolidated Financial Statements” in Item 8 of this report, distributed to Post shareholders on March 10, 2022); (ii) the Russell 1000 index; and (iii) the S&P 1500 Packaged Foods & Meats Index.
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. 36 Table of Contents Performance Graph The following performance graph compares the changes, for the period indicated, in the cumulative total value of $100 hypothetically invested in each of (i) Post common stock (with reinvestment of shares of common stock of BellRing Brands Inc. distributed to Post shareholders on March 10, 2022); (ii) the Russell 1000 Index; and (iii) the S&P 1500 Packaged Foods & Meats Index.
On July 30, 2024, our Board of Directors cancelled the Prior 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.
On August 27, 2025, our Board of Directors cancelled the Prior Authorization effective August 28, 2025 and approved a new authorization to repurchase up to $500.0 million of shares of our common stock effective August 29, 2025 (the “New Authorization”). The New Authorization has an expiration date of August 29, 2027.
This graph covers the period from September 30, 2019 through September 30, 2024. * $100 invested on 9/30/19 in stock or index.
This graph covers the period from September 30, 2020 through September 30, 2025. * $100 invested on September 30, 2020 in stock or index.
(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 “Prior Authorization”). The Prior Authorization had an expiration date of February 5, 2026.
(b) On February 4, 2025, our Board of Directors approved an authorization to repurchase up to $500.0 million of shares of our common stock effective February 10, 2025 (the “Prior Authorization”). The Prior Authorization had an expiration date of February 10, 2027.
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) July 1, 2024 - July 31, 2024 345,078 $105.43 345,078 $147,716,295 August 1, 2024 - August 31, 2024 12,969 $111.74 12,969 $498,550,808 September 1, 2024 - September 30, 2024 90,307 $114.72 90,307 $488,190,635 Total 448,354 $107.48 448,354 $488,190,635 (a) Does not include broker’s commissions.
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) July 1, 2025 - July 31, 2025 764,423 $107.03 764,423 $271,401,912 August 1, 2025 - August 31, 2025 759,733 $107.13 759,733 $498,640,998 September 1, 2025 - September 30, 2025 1,046,711 $105.61 1,046,711 $388,098,879 Total 2,570,867 $106.48 2,570,867 $388,098,879 (a) Does not include accrued excise tax or broker’s commissions.
Performance Graph Data Post ($) Russell 1000 Index ($) S&P 1500 Packaged Foods & Meats Index ($) 9/30/2019 100.00 100.00 100.00 9/30/2020 81.25 116.00 104.03 9/30/2021 104.08 151.90 109.88 9/30/2022 113.47 125.73 115.77 9/29/2023 118.78 152.34 118.53 9/30/2024 160.35 206.67 131.41 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Performance Graph Data Post ($) Russell 1000 Index ($) S&P 1500 Packaged Foods & Meats Index ($) 9/30/2020 100.00 100.00 100.00 9/30/2021 128.09 130.95 105.62 9/30/2022 139.65 108.39 111.28 9/29/2023 146.18 131.34 113.94 9/30/2024 197.35 178.18 126.32 9/30/2025 183.25 209.76 107.00 The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe 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. 42 Table of Contents RESULTS OF OPERATIONS Year Ended September 30, Change in dollars in millions 2024 2023 $ % Net Sales $ 7,922.7 $ 6,991.0 $ 931.7 13 % Operating Profit $ 793.5 $ 598.9 $ 194.6 32 % Interest expense, net 316.5 279.1 37.4 13 % Loss (gain) on extinguishment of debt, net 2.1 (40.5) 42.6 105 % Expense (income) on swaps, net 15.7 (39.9) 55.6 139 % Gain on investment in BellRing — (5.1) 5.1 100 % Other income, net (12.9) (7.6) (5.3) (70) % Income tax expense 105.1 99.7 5.4 5 % Equity method loss, net of tax 0.1 0.3 (0.2) (67) % Less: Net earnings attributable to noncontrolling interests from continuing operations 0.2 11.6 (11.4) (98) % Net Earnings $ 366.7 $ 301.3 $ 65.4 22 % Net Sales Net sales increased $931.7 million, or 13%, during the year ended September 30, 2024, when compared to the prior year, driven by higher net sales within our Post Consumer Brands and Weetabix segments, partially offset by lower net sales within our Foodservice and Refrigerated Retail segments.
Biggest changeRESULTS OF OPERATIONS Year Ended September 30, Change in dollars in millions 2025 2024 $ % Net Sales $ 8,158.1 $ 7,922.7 $ 235.4 3 % Operating Profit $ 799.3 $ 793.5 $ 5.8 1 % Interest expense, net 361.4 316.5 44.9 14 % Loss on extinguishment of debt, net 5.8 2.1 3.7 176 % (Income) expense on swaps, net (6.9) 15.7 (22.6) (144) % Other income, net (5.0) (12.9) 7.9 61 % Income tax expense 108.7 105.1 3.6 3 % Equity method (earnings) loss, net of tax (0.5) 0.1 (0.6) (600) % Less: Net earnings attributable to noncontrolling interests 0.1 0.2 (0.1) (50) % Net Earnings $ 335.7 $ 366.7 $ (31.0) (8) % Net Sales Net sales increased $235.4 million, or 3%, during the year ended September 30, 2025, when compared to the prior year, driven by higher net sales within our Foodservice segment, partially offset by lower net sales within our Post Consumer Brands, Refrigerated Retail and Weetabix segments.
These key assumptions are inherently uncertain and require a high degree of estimation and are subject to change based on, among others, industry and geopolitical conditions, our ability to navigate changing macroeconomic conditions and trends and the timing and success of strategic initiatives.
These key assumptions are inherently uncertain and require a high degree of estimation and are subject to change based on, among others, industry and geopolitical conditions, our ability to navigate changing macroeconomic conditions and trends and the timing and success of strategic initiatives.
For information on our interest rate swaps that require monthly settlements, see Note 14 within “Notes to Consolidated Financial Statements” in Item 8 of this report. • Purchase obligations – Purchase obligations are legally binding agreements to purchase goods, services or equipment that specify all significant terms, including: fixed or minimum quantities to be purchased and/or penalties imposed for failing to meet contracted minimum purchase quantities (such as “take-or-pay” contracts); fixed, minimum or variable price provisions; and the approximate timing of the transaction.
For information on our interest rate swaps that require monthly settlements, see Note 13 within “Notes to Consolidated Financial Statements” in Item 8 of this report. • Purchase obligations – Purchase obligations are legally binding agreements to purchase goods, services or equipment that specify all significant terms, including: fixed or minimum quantities to be purchased and/or penalties imposed for failing to meet contracted minimum purchase quantities (such as “take-or-pay” contracts); fixed, minimum or variable price provisions; and the approximate timing of the transaction.
The following should be read in conjunction with the discussion and analysis of our fiscal 2023 results compared to our fiscal 2022 results, including any related discussion of fiscal 2022 results and activity, which can be found in Item 7 under the title “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September 30, 2023, and such discussion and analysis is incorporated by reference herein.
The following should be read in conjunction with the discussion and analysis of our fiscal 2024 results compared to our fiscal 2023 results, including any related discussion of fiscal 2023 results and activity, which can be found in Item 7 under the title “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September 30, 2024, and such discussion and analysis is incorporated by reference herein.
Primary exposures include wheat, oats, rice, corn, other grain products, eggs, sows, pork and other animal proteins and fats, pasta, potatoes and various other vegetables, bakery products, cheese, milk, butter, vegetable oils, dairy- and vegetable-based proteins, sugar and other sweeteners, fruit, nuts, natural gas, electricity, diesel fuel, cooling agents, folding cartons, corrugated containers, flexible film, rigid plastic trays and containers, foam trays, beverage packaging, plastic lined carton board, large format printed bags and steel cans and lids.
Primary exposures include wheat, oats, rice, corn, other grain products, eggs, sows, pork and other animal proteins and fats, pasta, potatoes and various other vegetables, bakery products, cheese, milk, butter, vegetable oils, dairy- and vegetable-based proteins, sugar and other sweeteners, fruit, peanuts and other nuts, natural gas, electricity, diesel fuel, folding cartons, corrugated containers, flexible film, rigid plastic trays and containers, foam trays, beverage packaging, plastic lined carton board, large format printed bags and steel cans and lids.
Cash Requirements Our cash requirements under our various contractual obligations and commitments include: • Debt and interest obligations – See Note 17 within “Notes to Consolidated Financial Statements” in Item 8 of this report for information on our debt and the timing of future principal and interest payments.
Cash Requirements Our cash requirements under our various contractual obligations and commitments include: • Debt and interest obligations – See Note 16 within “Notes to Consolidated Financial Statements” in Item 8 of this report for information on our debt and the timing of future principal and interest payments.
Our critical accounting estimates are those that involve a significant amount of estimation uncertainty and have a meaningful impact on the reporting of our financial condition and results of operations and should be read in conjunction with 50 Table of Contents our significant accounting policies as described in Note 2 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
Our critical accounting estimates are those that involve a significant amount of estimation uncertainty and have a meaningful impact on the reporting of our financial condition and results of operations and should be read in conjunction with our significant accounting policies as described in Note 2 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
Dollars positively affected consolidated net sales by less than 1% during the year ended September 30, 2024, and did not have a material impact on our operating profit or net earnings during the year ended September 30, 2024.
Dollars positively affected consolidated net sales by less than 1% during the year ended September 30, 2025, and did not have a material impact on our operating profit or net earnings during the year ended September 30, 2025.
Investing Activities Fiscal 2024 Cash used in investing activities for the year ended September 30, 2024 was $677.5 million, primarily driven by capital expenditures of $429.5 million and net cash payments of $248.1 million related to the Perfection and Deeside acquisitions. Capital expenditures in the period primarily related to ongoing projects in ou r Post Consumer Brands and Foodservice segments.
Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments. Fiscal 2024 Cash used in investing activities for the year ended September 30, 2024 was $677.5 million, primarily driven by capital expenditures of $429.5 million and net cash payments of $248.1 million related to the Perfection and Deeside acquisitions.
Various valuation methodologies may be used in estimating the fair value of assets acquired and liabilities assumed based on the nature of the underlying asset or liability. Inventory acquired is valued using a combination of the replacement cost and comparatives sales methodologies, while property acquired is valued using a combination of the market and replacement cost new approaches.
Various valuation methodologies may be used in estimating the fair value of assets acquired and liabilities assumed based on the nature of the underlying asset or liability. Inventory acquired is valued using a combination of the replacement cost and comparative sales methodologies, while property acquired is valued using a combination of the market and cost approaches.
A one percentage point decrease in the assumed return on plan assets (from 7.00% to 6.00% for U.S. pension; from 6.00% to 5.00% for Canada pension and from 6.26% to 5.26% for other international pension) would have increased the net periodic benefit cost for the pension plans by approximately $7 million.
A one percentage point decrease in the assumed return on plan assets (from 7.00% to 6.00% for U.S. pension; from 6.00% to 5.00% for Canada pension and from 5.89% to 4.89% for other international pension) would have increased the net periodic benefit cost for the pension plans by approximately $7 million.
We are currently not aware of any 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.
We are currently not aware of any 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 our ability to meet our capital needs during or beyond the next twelve months.
In addition, we may offset the effect of increased costs by raising prices to our customers. However, for competitive reasons, we may not be able to pass along the full effect of increases in raw materials and other input costs as we incur them.
In addition, we may offset the effect of 45 Table of Contents increased costs by raising prices to our customers. However, for competitive reasons, we may not be able to pass along the full effect of increases in raw materials and other input costs as we incur them.
The 51 Table of Contents market approach (25% of the calculation for all reporting units) is based on a market multiple (revenue and “EBITDA,” which stands for earnings before interest, income taxes, depreciation and amortization) and requires an estimate of appropriate multiples based on market data.
The market approach (25% of the calculation for all reporting units) is based on a market multiple (revenue and “EBITDA,” which stands for earnings before interest, income taxes, depreciation and amortization) and requires an estimate of appropriate multiples based on market data.
The Company has long-term ingredient, packaging, utility and information technology commitments used to support our various businesses for periods up to fiscal 2034.
The Company has long-term ingredient, packaging, utility and information technology commitments used to support our various businesses for periods up to fiscal 2038.
As of September 30, 2024, we were in compliance with these financial covenants. We do not believe non-compliance is reasonably likely in the foreseeable future.
As of September 30, 2025, we were in compliance with these financial covenants. We do not believe non-compliance is reasonably likely in the foreseeable future.
Intangible assets acquired, including customer relationships and trademarks and licensing agreements, are valued using an income-based approach. The income approach utilizes inputs that require significant assumptions for each identifiable intangible asset, including estimates regarding future revenue growth, profitability, discount rates, attrition rates, royalty rates and economic lives.
Intangible assets acquired, including customer relationships and trademarks and licensing agreements, are valued using an 46 Table of Contents income-based approach. The income approach utilizes inputs that require significant assumptions for each identifiable intangible asset, including estimates regarding future revenue growth, profitability, discount rates, attrition rates, royalty rates and economic lives.
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.
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.
For additional information on our debt, refer to Note 17 within “Notes to Consolidated Financial Statements” in Item 8 of this report. Expense (Income) on Swaps, net During the years ended September 30, 2024 and 2023, we recognized expense (income) on swaps, net of $15.7 million and $(39.9) million, respectively, related to mark-to-market adjustments on our interest rate swaps.
For additional information on our debt, refer to Note 16 within “Notes to Consolidated Financial Statements” in Item 8 of this report. (Income) Expense on Swaps, net During the years ended September 30, 2025 and 2024, we recognized (income) expense on swaps, net of $(6.9) million and $15.7 million, respectively, related to mark-to-market adjustments on our interest rate swaps.
At September 30, 2024, our reportable segments were as follows: • Post Consumer Brands: primarily 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.
At September 30, 2025, our reportable segments were as follows: • Post Consumer Brands: primarily North American ready-to-eat (“RTE”) cereal and granola, pet food and nut butters; • 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.
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.
Fiscal 2024 On December 1, 2023, we completed our acquisition of substantially all of the assets of Perfection Pet Foods, LLC (“Perfection”), which manufactures and packages private label and co-manufactured pet food and baked treat products and is reported in our Post Consumer Brands segment.
In fiscal 2023, we recorded a goodwill impairment charge of $42.2 million related to our Cheese and Dairy reporting unit driven primarily by narrowing of the pricing gap between branded and private label competitors, resulting in distribution losses and declining profitability.
During the year ended September 30, 2023, we recorded a goodwill impairment charge of $42.2 million related to our Cheese and Dairy reporting unit driven primarily by narrowing of the pricing gap between branded and private label competitors, resulting in distribution losses and declining profitability.
The net loss included tender fees and the write-off of debt issuance costs of $6.0 million and net premiums paid of $0.7 million, offset by the write-off of $4.6 million of unamortized premiums.
The net loss included tender fees and 39 Table of Contents the write-off of debt issuance costs of $6.0 million and net debt premiums paid of $0.7 million, partially offset by the write-off of $4.6 million of unamortized premiums.
Our 6.25% senior secured notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, and our 6.375% senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of our existing and subsequently acquired or organized wholly-owned domestic subsidiaries that guarantee the Credit Agreement or certain of our other indebtedness (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries).
Our 6.25% senior secured notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, and our 6.250% and 6.375% senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of our existing and subsequently acquired or organized wholly-owned domestic subsidiaries that guarantee the 43 Table of Contents Credit Agreement or certain of our other indebtedness (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries).
In fiscal 2024 and 2023, we performed a quantitative impairment test for all indefinite-lived intangible assets and concluded each year there were no impairments. The estimated fair value of all indefinite-lived trademarks and brands exceeded book value by 9% or greater and 11% or greater at September 30, 2024 and 2023, respectively.
In fiscal 2025 and 2024, we performed a quantitative impairment test for all indefinite-lived intangible assets and concluded each year there were no impairments. The estimated fair value of all indefinite-lived trademarks and brands exceeded book value by 13% or greater in fiscal 2025 and 9% or greater in fiscal 2024.
We do not 52 Table of Contents expect to contribute to the combined pension plans in fiscal 2025. Contributions beyond fiscal 2025 remain uncertain and will significantly depend on changes in actuarial assumptions, actual return on plan assets and any legislative or regulatory changes that may affect plan funding requirements.
We do not expect to contribute to the combined pension plans in fiscal 2026. Contributions beyond fiscal 2026 remain uncertain and will significantly depend on changes in actuarial assumptions, actual return on plan assets and any legislative or regulatory changes that may affect plan funding requirements. We do not make contributions to our postretirement medical benefit plans.
Year Ended September 30, dollars in millions 2024 2023 Cash provided by (used in): Operating activities $ 931.7 $ 750.3 Investing activities (677.5) (669.3) Financing activities 415.6 (555.7) Effect of exchange rate changes on cash, cash equivalents and restricted cash 3.9 1.8 Net increase (decrease) in cash, cash equivalents and restricted cash $ 673.7 $ (472.9) Operating Activities Cash provided by operating activities for the year ended September 30, 2024 increased $181.4 million compared to the year ended September 30, 2023.
Year Ended September 30, dollars in millions 2025 2024 Cash provided by (used in): Operating activities $ 998.3 $ 931.7 Investing activities (1,419.3) (677.5) Financing activities (188.6) 415.6 Effect of exchange rate changes on cash, cash equivalents and restricted cash 1.5 3.9 Net (decrease) increase in cash, cash equivalents and restricted cash $ (608.1) $ 673.7 Operating Activities Cash provided by operating activities for the year ended September 30, 2025 increased $66.6 million compared to the year ended September 30, 2024.
A one percentage point decrease in the assumed discount rates (from 5.09% to 4.09% for U.S. pension; from 4.99% to 3.99% for U.S. other postretirement benefits; from 4.64% to 3.64% for Canadian pension; from 4.73% to 3.73% for Canadian other postretirement benefits; from 4.87% to 3.87% for supplemental executive retirement plan and from 5.17% to 4.17% for other international pension) would have increased the recorded benefit obligations at September 30, 2024 by approximately $87 million for pensions and approximately $6 million for other postretirement benefits.
A one percentage point decrease in the assumed discount rates (from 5.40% to 4.40% for U.S. pension; from 5.27% to 4.27% for U.S. other postretirement benefits; from 4.71% to 3.71% for Canadian pension; from 4.87% to 3.87% for Canadian other postretirement benefits; from 5.02% to 4.02% for supplemental executive retirement plan and from 5.84% to 4.84% for other international pension) would have increased the recorded benefit obligations at September 30, 2025 by approximately $69 million for pensions and approximately $5 million for other postretirement benefits.
For additional information on 43 Table of Contents our interest rate swaps, refer to Note 14 within “Notes to Consolidated Financial Statements” in Item 8 of this report and “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of this report.
For additional information on our debt, refer to Note 16 within “Notes to Consolidated Financial Statements” in Item 8 of this report and “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of this report.
Minimum amounts committed to as of September 30, 2024 were $4,450.8 million (with $2,234.8 million due in fiscal 2025), primarily related to long-term egg contracts, open purchase orders and accrued capital expenditures. • Leases – See Note 16 within “Notes to Consolidated Financial Statements” in Item 8 of this report for information on our lease obligations and the amount and timing of future payments. • Pension and other postretirement benefit obligations – See Note 19 within “Notes to Consolidated Financial Statements” in Item 8 of this report for information on our pension and other postretirement benefit obligations and the amount and timing of future payments. • Other liabilities – Other liabilities include obligations associated with certain employee benefit programs, payments for workers’ compensation, general liability and auto liability claim losses, unrecognized tax benefits and various other long-term liabilities, all of which have some inherent uncertainty as to the amount and timing of payments and were reflected on our Consolidated Balance Sheets as of September 30, 2024. 48 Table of Contents The following table presents cash flow data, which is discussed below.
Minimum amounts committed to as of September 30, 2025 were $7,382.7 million (with $2,497.3 million due in fiscal 2026), primarily related to long-term egg contracts, open purchase orders and accrued capital expenditures. • Leases – See Note 15 within “Notes to Consolidated Financial Statements” in Item 8 of this report for information on our lease obligations and the amount and timing of future payments. • Pension and other postretirement benefit obligations – See Note 18 within “Notes to Consolidated Financial Statements” in Item 8 of this report for information on our pension and other postretirement benefit obligations and the amount and timing of future payments. • Other liabilities – Other liabilities include obligations associated with certain employee benefit programs, payments for workers’ compensation, general liability and auto liability claim losses, unrecognized tax benefits, leaseback financial liabilities classified as held for sale and various other long-term liabilities, all of which have some inherent uncertainty as to the amount and timing of payments and were reflected on our Consolidated Balance Sheets as of September 30, 2025.
Our senior notes, other than certain of our senior notes described below, are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries).
These guarantees are subject to release in certain circumstances. Our senior notes, other than certain of our senior notes described below, are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries).
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS See Note 3 within “Notes to Consolidated Financial Statements” in Item 8 of this report for a discussion regarding recently issued accounting standards.
See Note 18 within “Notes to Consolidated Financial Statements” in Item 8 of this report for more information about pension and other postretirement benefit assumptions. RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS See Note 3 within “Notes to Consolidated Financial Statements” in Item 8 of this report for a discussion regarding recently issued and adopted accounting standards.
The Weetabix reporting unit was impacted by cost inflation as well as U.K. economic pressures negatively impacting consumer spending trends, both of which impacted near-term profitability. We expect these impacts to be transitory in nature; however, inherent risk to the reporting units’ cash flows remains.
In fiscal 2025, our Weetabix reporting unit’s fair value exceeded its carrying value by approximately 8.7% and was impacted by cost inflation as well as U.K. economic pressures negatively impacting consumer spending trends, both of which impacted near-term profitability. We expect these impacts to be transitory in nature; however, inherent risk to the reporting unit’s cash flows remains.
Operating Profit Operating profit increased $194.6 million, or 32%, during the year ended September 30, 2024, when compared to the prior year, primarily driven by higher segment profit within our Post Consumer Brands, Weetabix and Refrigerated Retail segments and lower general corporate expenses, partially offset by lower segment profit within our Foodservice segment.
Operating Profit Operating profit increased $5.8 million, or 1%, during the year ended September 30, 2025, when compared to the prior year, primarily driven by higher segment profit within our Foodservice and Refrigerated Retail segments, partially offset by lower segment profit within our Post Consumer Brands and Weetabix segments, a goodwill impairment charge of $29.8 million and higher general corporate expenses.
If we had increased the discount rate assumption used to estimate the fair values of our Cheese and Dairy and Weetabix reporting units as of the fiscal 2024 annual impairment test by 50 basis points, this isolated change, which is reasonably possible to occur, would have (i) decreased the Cheese and Dairy reporting unit’s fair value in excess of carrying value to 3.7% and (ii) decreased the Weetabix reporting unit’s fair value below its carrying value by 0.4%.
If we had increased the discount rate assumption used to estimate the fair value of our Weetabix reporting unit as of the fiscal 2025 annual impairment test by 50 basis points, this isolated change, which is reasonably possible to occur, would have decreased the reporting unit’s fair value in excess of carrying value to 2.1%.
LIQUIDITY AND CAPITAL RESOURCES We completed the following activities during the reporting period (for additional information, see Notes 5, 6, 17 and 21 within “Notes to Consolidated Financial Statements” in Item 8 of this report) impacting our liquidity and capital resources: Fiscal 2024 • $1,000.0 million principal value issued of 6.25% senior secured notes; • $1,200.0 million principal value issued of 6.375% senior notes; • entered into a third amendment to our second amended and restated credit agreement dated March 18, 2020 (as amended, 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; 46 Table of Contents • $645.0 million borrowed under our Revolving Credit Facility (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) ; • $645.0 million repaid under our Revolving Credit Facility; • $69.1 million principal value of our 4.50% senior notes repurchased at a discount of $7.9 million ; • $475.0 million principal value of our 5.625% senior notes repurchased at a premium of $4.2 million; • $459.3 million principal value of our 5.75% senior notes redeemed at a premium of $4.4 million ; • $400.0 million principal value repaid on our Fourth Incremental Term Loan (as defined below); • 3.0 million shares of our common stock repurchased at an average share price of $101.74 per share and at a total cost, including accrued excise tax and broker’s commissions, of $303.1 million; and • $50.0 million paid and $50.9 million received related to a structured share repurchase contract.
We expect to receive approximately $375.0 million in cash and transfer $78.2 million of leaseback financial liabilities (which were classified as held for sale as of September 30, 2025) as part of the transaction. 42 Table of Contents Fiscal 2024 • $1,000.0 million principal value issued of 6.25% senior secured notes; • $1,200.0 million principal value issued of 6.375% senior notes; • entered into a third amendment to our Credit Agreement (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 (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) ; • $645.0 million repaid under our Revolving Credit Facility; • $69.1 million principal value of our 4.50% senior notes repurchased at a discount of $7.9 million; • $475.0 million principal value of our 5.625% senior notes repurchased at a premium of $4.2 million; • $459.3 million principal value of our 5.75% senior notes redeemed at a premium of $4.4 million; • $400.0 million principal value repaid on our Fourth Incremental Term Loan; • 3.0 million shares of our common stock repurchased at an average share price of $101.74 per share and at a total cost, including accrued excise tax and broker’s commissions, of $303.1 million; and • $50.0 million paid and $50.9 million received related to a structured share repurchase contract.
Other Items General Corporate Expenses and Other Year Ended September 30, Change in dollars in millions 2024 2023 $ % General corporate expenses and other $ 201.7 $ 222.7 $ (21.0) (9) % General corporate expenses and other decreased $21.0 million, or 9%, for the year ended September 30, 2024, when compared to the prior year.
Other Items General Corporate Expenses and Other Year Ended September 30, Change in dollars in millions 2025 2024 $ % General corporate expenses and other $ 221.8 $ 201.7 $ 20.1 10 % General corporate expenses and other increased $20.1 million, or 10%, for the year ended September 30, 2025, when compared to the prior year.
For additional information on our Investment in BellRing, refer to Notes 5 and 17 within “Notes to Consolidated Financial Statements” in Item 8 of this report. Income Tax Expense Our effective income tax rate for fiscal 2024 was 22.3% compared to 24.1% for fiscal 2023.
For additional information on our interest rate swaps, refer to Note 13 within “Notes to Consolidated Financial Statements” in Item 8 of this report and “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of this report. Income Tax Expense Our effective income tax rate for fiscal 2025 was 24.5% compared to 22.3% for fiscal 2024.
For additional information on the results of our annual goodwill impairment assessment for the years ended September 30, 2024 and 2023, refer to Note 9 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
There were no goodwill impairment charges recorded during the year ended September 30, 2024. For additional information on our goodwill impairment charge, refer to Note 8 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
Market and Company Trends Our Company, as well as the consumer packaged goods industry in which we operate, has been impacted by the following trends which 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 (refer to “Commodity Trends and Seasonality” section below); • shifting consumer preferences from branded to private label or other value products as consumers continue to be impacted by rising costs, which has negatively impacted sales volumes within our Refrigerated Retail, Post Consumer Brands and Weetabix segments and driven shifts in product mix toward lower margin products within our Post Consumer Brands and Weetabix segments; and • outbreaks of highly pathogenic avian influenza (“HPAI”), which impacted our Foodservice and Refrigerated Retail segments.
Market and Company Trends Our Company, as well as the consumer packaged goods industry in which we operate, has been impacted by the following trends which 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 and impacts of tariffs (refer to the “Commodity Trends and Seasonality” section below); and 38 Table of Contents • outbreaks of highly pathogenic avian influenza (“HPAI”), which impacted our Foodservice and Refrigerated Retail segments.
Weetabix Year Ended September 30, Change in dollars in millions 2024 2023 $ % Net Sales $ 543.2 $ 512.1 $ 31.1 6 % Segment Profit $ 82.9 $ 73.9 $ 9.0 12 % Segment Profit Margin 15 % 14 % Net sales for the Weetabix segment increased $31.1 million, or 6%, for the year ended September 30, 2024, when compared to the prior year.
Foodservice Year Ended September 30, Change in dollars in millions 2025 2024 $ % Net Sales $ 2,641.0 $ 2,307.1 $ 333.9 14 % Segment Profit $ 399.7 $ 308.1 $ 91.6 30 % Segment Profit Margin 15 % 13 % Net sales for the Foodservice segment increased $333.9 million, or 14%, for the year ended September 30, 2025, when compared to the prior year.
During fiscal 2024, inflationary pressures on certain input costs eased, while other input costs continued to face inflationary pressures, and we expect this trend to continue into fiscal 2025.
Inflationary pressures can have an adverse effect on us through higher raw material, including ingredients and packaging, and energy costs. During both fiscal 2025 and 2024, inflationary pressures on certain input costs eased, while other input costs continued to face inflationary pressures, and we expect this trend to continue into fiscal 2026.
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.
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.
Fiscal 2023 Cash used in investing activities for the year ended September 30, 2023 was $669.3 million, primarily driven by net cash payments of $715.2 million related to the Pet Food acquisition and capital expenditures of $303.0 million. Capital expenditures in the year primarily related to ongoing projects in ou r Post Consumer Brands and Foodservice segments.
Capital expenditures in the period primarily related to ongoing projects in ou r Post Consumer Brands and Foodservice segments. Financing Activities Fiscal 2025 Cash used in financing activities for the year ended September 30, 2025 was $188.6 million.
Year Ended September 30, 2024 2023 Computed tax at federal statutory rate (21%) $99.1 $86.7 State income tax, net of effect on federal tax 12.9 12.2 Non-deductible compensation 7.9 7.0 Rate differential on foreign income 1.9 (0.2) Return-to-provision 1.3 (0.1) Enacted tax law and changes in deferred tax rates 0.9 (5.8) Valuation allowances (8.4) 1.0 Excess tax benefits for share-based payments (5.6) (5.7) Income tax credits (2.9) (2.4) Enhanced deduction for food donations (1.6) (1.6) Non-deductible goodwill impairment charge — 8.9 Gain on investment in BellRing (a) — (1.1) Other, net (none in excess of 5% of statutory tax) (0.4) 0.8 Income tax expense $105.1 $99.7 (a) No income taxes were recorded with respect to the non-cash realized and unrealized book gains on the Company’s Investment in BellRing during the year ended September 30, 2023, as the Company fully divested its remaining Investment in BellRing within 12 months of our previous transactions related to the distribution of a portion of our interest in BellRing in a manner intended to qualify as tax-free for U.S. federal income tax purposes.
Year Ended September 30, 2025 2024 Computed tax at federal statutory rate (21%) $ 93.3 $ 99.1 State income tax, net of effect on federal tax 13.7 12.9 Non-deductible compensation 8.8 7.9 Rate differential on foreign income 3.0 1.9 Return-to-provision (1.2) 1.3 Enacted tax law and changes in deferred tax rates 2.9 0.9 Valuation allowances (15.5) (8.4) Excess tax benefits for share-based payments (4.8) (5.6) Income tax credits (3.3) (2.9) Enhanced deduction for food donations (1.0) (1.6) Non-deductible goodwill impairment charge 6.2 — Basis differences attributable to equity method investment 4.7 — Other, net (none in excess of 5% of statutory tax) 1.9 (0.4) Income tax expense $ 108.7 $ 105.1 On July 4, 2025, the H.R.1 tax law was enacted in the U.S.
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.
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. For additional information on our acquisitions, refer to Note 5 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
Loss (Gain) on Extinguishment of Debt, net During the year ended September 30, 2024, we recognized a net loss of $2.1 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 5.625% senior notes and 4.50% senior notes.
During the year ended September 30, 2024, we recognized a net loss of $2.1 million related to the repayment of our fourth incremental term loan under our second amended and restated credit agreement (as from time to time amended, modified or supplemented, the “Credit Agreement,” and such loan the “Fourth Incremental Term Loan”), the redemption of our 5.75% senior notes and the partial repurchase of our 5.625% senior notes and 4.50% senior notes.
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.
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 16 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
Changes in the assumptions used to estimate the fair value of our indefinite-lived intangible assets could result in impairment charges in future periods.
In addition, we assess indefinite-lived intangible assets for any changes in events or circumstances that would warrant a change in their classification from indefinite-lived to definite-lived intangible assets. Changes in the assumptions used to estimate the fair value of our indefinite-lived intangible assets could result in impairment charges in future periods.
This decrease was driven by increased net gains related to mark-to-market adjustments on economic hedges of $28.5 million (compared to net losses in the prior year), i ncreased net gains related to mark-to-market adjustments and impairments on equity securities and investments of $19.0 million (compared to net losses in the prior year), decreased acquisition-related costs of $14.4 million primarily due to lapping Pet Food acquisition costs in the prior year and a gain on bargain purchase of $10.6 million related to our Deeside acquisition.
This increase was primarily driven by lapping a prior year gain on bargain purchase of $10.6 million related to our Deeside acquisition, increased net losses related to mark-to-market adjustments on equity security investments of $9.7 million (compared to net gains in the prior year) and increased restructuring and facility closure costs (including accelerated depreciation) of $9.3 million primarily related to our Post Consumer Brands segment.
We received proceeds of $1,200.0 million and $1,000.0 million from the issuance of our 6.375% senior notes and 6.25% senior secured notes, respectively, 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.
Fiscal 2024 Cash provided by financing activities for the year ended September 30, 2024 was $415.6 million. We received proceeds of $1,200.0 million and $1,000.0 million from the issuance of our 6.375% senior notes and 6.25% senior secured notes, respectively, and $645.0 million from borrowings under our Revolving Credit Facility.
Foodservice Year Ended September 30, Change in dollars in millions 2024 2023 $ % Net Sales $ 2,307.1 $ 2,425.9 $ (118.8) (5) % Segment Profit $ 308.1 $ 349.5 $ (41.4) (12) % Segment Profit Margin 13 % 14 % Net sales for the Foodservice segment decreased $118.8 million, or 5%, for the year ended September 30, 2024, when compared to the prior year.
Weetabix Year Ended September 30, Change in dollars in millions 2025 2024 $ % Net Sales $ 542.2 $ 543.2 $ (1.0) — % Segment Profit $ 74.0 $ 82.9 $ (8.9) (11) % Segment Profit Margin 14 % 15 % Net sales for the Weetabix segment decreased $1.0 million, or less than 1%, for the year ended September 30, 2025, when compared to the prior year, driven by 5% lower volumes.
Impairment of Goodwill There were no goodwill impairment charges recorded during the year ended September 30, 2024. During the year ended September 30, 2023, we recorded a goodwill impairment charge of $42.2 million related to our Cheese and Dairy reporting unit, which is reported in our Refrigerated Retail segment.
These negative impacts were partially offset by increased net gains related to mark-to-market adjustments on economic hedges of $3.4 million. Impairment of Goodwill During the year ended September 30, 2025, we recorded a goodwill impairment charge of $29.8 million related to our Cheese and Dairy reporting unit, which is reported in our Refrigerated Retail segment.
For additional information on our goodwill impairment charge, refer to Note 9 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
The Weetabix reporting unit had a goodwill balance of $941.3 million as of September 30, 2025. For additional information on the results of our annual goodwill impairment assessment, refer to Note 8 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
These negative impacts were partially offset by lower raw material costs of $126.9 million, primarily due to favorable grain and egg market prices compared to the prior year, and lower freight costs of $25.5 million. 45 Table of Contents Refrigerated Retail Year Ended September 30, Change in dollars in millions 2024 2023 $ % Net Sales $ 962.2 $ 1,019.7 $ (57.5) (6) % Segment Profit $ 75.9 $ 69.2 $ 6.7 10 % Segment Profit Margin 8 % 7 % Net sales for the Refrigerated Retail segment decreased $57.5 million, or 6%, for the year ended September 30, 2024, when compared to the prior year, driven by lower average net selling prices across all product categories primarily due to increased promotional spending and distribution losses in egg and cheese and other dairy products.
Segment profit increased $91.6 million, or 30%, for the year ended September 30, 2025, when compared to the prior year, driven by higher net sales, as previously discussed, partially offset by higher raw material costs of $157.2 million. 41 Table of Contents Refrigerated Retail Year Ended September 30, Change in dollars in millions 2025 2024 $ % Net Sales $ 953.3 $ 962.2 $ (8.9) (1) % Segment Profit $ 88.3 $ 75.9 $ 12.4 16 % Segment Profit Margin 9 % 8 % Net sales for the Refrigerated Retail segment decreased $8.9 million, or 1%, for the year ended September 30, 2025, when compared to the prior year, primarily driven by lower side dish and cheese volumes and partially offset by higher average net selling prices.
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.
Obligations under our Credit Agreement are unconditionally guaranteed by our existing and subsequently acquired or organized subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries) and are secured by security interests in substantially all of our assets and the assets of our subsidiary guarantors, but excluding, in each case, real property.
For further discussion, refer to “Segment Results” within this section. Interest Expense, net Interest expense increased $37.4 million, or 13%, for the year ended September 30, 2024, when compared to the prior year. 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.
This increase was driven by higher average outstanding principal amounts of debt and a higher weighted-average interest rate, partially offset by higher interest income compared to the prior year. Our weighted-average interest rate on our total outstanding debt was 5.3% and 5.1% for the years ended September 30, 2025 and 2024, respectively.
Segment profit increased $6.7 million, or 10%, for the year ended September 30, 2024, when compared to the prior year, driven by lower manufacturing costs of $19.5 million, lower freight costs of $4.0 million and lower raw material costs of $2.6 million.
Segment profit decreased $8.9 million, or 11%, for the year ended September 30, 2025, when compared to the prior year, primarily driven by higher raw material costs of $10.3 million.
Segment profit decreased $41.4 million, or 12%, for the year ended September 30, 2024, when compared to the prior year, driven by lower net sales, as previously discussed, and higher manufacturing costs of $34.2 million.
Segment profit increased $12.4 million, or 16%, for the year ended September 30, 2025, when compared to the prior year, driven by higher average net selling prices, as previously discussed, lower warehousing costs of $6.3 million and lower freight costs of $5.8 million. These positive impacts were partially offset by higher raw material costs of $25.5 million.
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.
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.
During the year ended September 30, 2023, we recognized a net gain of $40.5 million related to the partial repurchase of our 4.50% senior notes and our 4.625% senior notes.
Loss on Extinguishment of Debt, net During the year ended September 30, 2025, we recognized a net loss of $5.8 million related to the redemption of our outstanding 5.625% senior notes. The net loss included debt premiums paid of $4.4 million and the write-off of debt issuance costs of $1.4 million.
Post Consumer Brands Year Ended September 30, Change in dollars in millions 2024 2023 $ % Net Sales $ 4,109.6 $ 3,033.1 $ 1,076.5 35 % Segment Profit $ 541.2 $ 378.8 $ 162.4 43 % Segment Profit Margin 13 % 12 % 44 Table of Contents Net sales for the Post Consumer Brands segment increased $1,076.5 million, or 35%, for the year ended September 30, 2024, when compared to the prior year.
Post Consumer Brands Year Ended September 30, Change in dollars in millions 2025 2024 $ % Net Sales $ 4,024.6 $ 4,109.6 $ (85.0) (2) % Segment Profit $ 493.9 $ 541.2 $ (47.3) (9) % Segment Profit Margin 12 % 13 % 40 Table of Contents Net sales for the Post Consumer Brands segment decreased $85.0 million, or 2%, for the year ended September 30, 2025, when compared to the prior year, driven by lower pet food and cereal and granola volumes, partially offset by the inclusion of three months of 8th Avenue net sales of $242.7 million.
In addition to these impacts, average net selling prices increased primarily due to the annualization of prior year price increases and decreased promotional spending compared to the prior year. Volumes increased 12%, primarily driven by the inclusion of ten months of Deeside, partially offset by volume decreases in branded products.
These negative impacts were partially offset by a favorable foreign currency exchange impact of $15.8 million and higher average net selling prices primarily due to the annualization of prior year price increases and decreased promotional spending compared to the prior year.
Egg product sales were down $40.7 million, or 22%, on 11% lower volumes and were incrementally impacted by unfavorable product mix. Cheese and other dairy product sales decreased $22.7 million, or 12%, on 11% lower volumes. Sales of side dishes increased $8.5 million, or 2%, driven by 2% higher volumes due to distribution gains.
Sales of side dishes decreased $21.4 million, or 4%, driven by 3% lower volumes primarily due to price elasticities. Cheese and other dairy product sales decreased $13.9 million, or 8%, driven by 12% lower volumes primarily due to distribution losses. Egg product sales were up $22.1 million, or 15%, driven by incremental HPAI pricing, partially offset by 2% lower volumes.
Sausage sales increased $6.1 million, or 4%, on 6% higher volumes due to distribution gains. Sales of all other products were down $8.7 million driven by the exit of certain low-margin products.
Sausage sales increased $1.7 million, or 1%, driven by price increases, partially offset by 3% lower volumes. Sales of all other products were up $2.6 million.
Egg product sales were down $141.7 million, or 7%, driven by lower average net selling prices due to a reduction in HPAI pricing and the pass-through of lower grain and egg market prices, partially offset by favorable product mix. Egg volumes increased 1% as a result of distribution gains.
Egg product sales were up $269.5 million, or 14%, primarily driven by incremental HPAI pricing (partially offset by the pass-through of lower grain costs) and 3% higher volumes. Sales of side dishes were up $15.5 million, or 6%, driven by 6% higher volumes primarily due to the inclusion of seven months of PPI.
These positive impacts were partially offset by lower net sales, as previously discussed, and higher advertising and consumer spending of $1.5 million.
These negative impacts were partially offset by lower advertising and consumer spending of $38.0 million and lower product costs of $23.5 million (which was primarily driven by lower volumes, as previously discussed, and lower raw material costs of $36.3 million, partially offset by the inclusion of three months of 8th Avenue product costs of $219.8 million).
Segment profit increased $9.0 million, or 12%, for the year ended September 30, 2024, when compared to the prior year . This increase was primarily driven by lower raw material and manufacturing costs of $5.1 million and a favorable foreign currency exchange impact of $2.8 million .
Other product sales were up $125.5 million, driven by the inclusion of three months of 8th Avenue. Segment profit decreased $47.3 million, or 9%, for the year ended September 30, 2025, when compared to the prior year. This decrease was primarily driven by lower net sales, as previously discussed, and higher employee-related expenses of $29.3 million.
Removed
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.
Added
Acquisitions Fiscal 2025 On July 1, 2025, we completed our acquisition of all of the preferred stock and the remaining common equity interest that we did not already own in 8th Avenue Food & Provisions, Inc.
Removed
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”).
Added
(“8th Avenue”). 8th Avenue is a manufacturer and distributor of branded and private label dry pasta and private label nut butters, granola and dried fruit and nut products, which is reported in our Post Consumer Brands segment. On March 3, 2025, we completed our acquisition of Potato Products of Idaho, L.L.C.
Removed
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”).
Added
(“PPI”), a manufacturer and packager of refrigerated and frozen potato products, which is reported in our Refrigerated Retail and Foodservice segments.
Removed
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”).
Added
Expected Divestiture of Held for Sale Assets and Liabilities In August 2025, we entered into an agreement to sell 8th Avenue’s pasta business (the “Pasta Business”), which is expected to close in the first quarter of fiscal 2026.
Removed
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”).
Added
During the year ended September 30, 2025, the Pasta Business’s operating results were reported in our Post Consumer Brands segment and its assets and liabilities were classified as held for sale as of September 30, 2025.
Removed
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.
Added
During both fiscal 2024 and 2025, we experienced volatility in our egg supply due to continued HPAI outbreaks across the industry, which are expected to continue to drive volatility and may impact our results of operations into fiscal 2026.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOf the total $6,845.1 million of outstanding indebtedness, $6,840.9 million bore interest at a weighted-average fixed interest rate of 5.2%.
Biggest changeOf the total $7,452.2 million of outstanding indebtedness, $7,009.2 million bore interest at a weighted-average fixed interest rate of 5.3%. The $440.0 million outstanding borrowings under the Revolving Credit Facility bore interest at a weighted-average variable rate of 5.8% and the Revolving Credit Facility had available borrowing capacity of $537.7 million.
A hypothetical 10% change in the USD-GBP and EUR-GBP foreign currency exchange rates would have changed the fair value of the Company’s foreign currency-related derivatives portfolio by approximately $4 million and $1 million as of September 30, 2024 and 2023, respectively.
A hypothetical 10% change in the USD-GBP and EUR-GBP foreign currency exchange rates would have changed the fair value of the Company’s foreign currency-related derivatives portfolio by approximately $1 million and $4 million as of September 30, 2025 and 2024, respectively.
For additional information regarding the Company’s foreign currency derivative contracts, refer to Note 14 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
For additional information regarding the Company’s foreign currency derivative contracts, refer to Note 13 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
For more information regarding the Company’s commodity derivative contracts, refer to Note 14 within “Notes to Consolidated Financial Statements” in Item 8 of this report. 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.
For additional information regarding the Company’s commodity derivative contracts, refer to Note 13 within “Notes to Consolidated Financial Statements” in Item 8 of this report. 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.
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.
Commodity Price Risk In the ordinary course of business, the Company is exposed to commodity price risks relating to the purchase of raw materials, including ingredients and packaging, energy and fuel. The Company may use futures contracts and options to manage 48 Table of Contents certain of these exposures when it is practical to do so.
For additional information regarding the Company’s interest rate swap contracts, refer to Note 14 within “Notes to Consolidated Financial Statements” in Item 8 of this report. 54 Table of Contents
For additional information regarding the Company’s interest rate swap contracts, refer to Note 13 within “Notes to Consolidated Financial Statements” in Item 8 of this report. 49 Table of Contents
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 approxim ately $1 million and $5 million as of September 30, 2024 and 2023, respectively.
A hypothetical 10% change in the market price of the Company’s principal hedged commodities, including natural gas, heating oil, soybean oil, corn, wheat and dairy, would have changed the fair value of the Company’s commodity-related derivatives portfolio by approxim ately $1 million as of both September 30, 2025 and 2024, respectively.
A hypothetical 10% decrease in interest rates would have increased the fair value of the fixed rate debt by approximately $109 million and $112 million as of September 30, 2024 and 2023, respectively.
A hypothetical 10% change in interest rates would have changed the fair value of the fixed rate debt by approximately $102 million and $109 million as of September 30, 2025 and 2024, respectively.
Interest Rate Risk Long-term debt As of September 30, 2024, the Company had outstanding principal value of indebtedness of $6,845.1 million related to its senior notes and a municipal bond, and the Revolving Credit Facility had available borrowing capacity of $980.0 million.
As of September 30, 2024, the Company had principal value of indebtedness of $6,845.1 million related to its senior notes and a municipal bond, and the Revolving Credit Facility had available borrowing capacity of $980.0 million. Of the total $6,845.1 million of outstanding indebtedness, $6,840.9 million bore interest at a weighted-average fixed interest rate of 5.2%.
A hypothetical 10% increase in interest rates would have decreased the fair value of the interest rate swaps by approximately $9 million and $15 million as of September 30, 2024 and 2023, respectively.
Interest rate swaps As of both September 30, 2025 and 2024, the Company had interest rate swaps with a notional value of $300.0 million. A hypothetical 10% change in interest rates would have changed the fair value of the interest rate swaps by approximately $8 million and $9 million as of September 30, 2025 and 2024, respectively.
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 September 30, 2024 and 2023, the fair value of the Company’s total debt, excluding outstanding borrowings under the municipal bond, was $6,880.7 million and $5,491.5 million, respectively. Changes in interest rates impact fixed and variable rate debt differently.
As of September 30, 2025 and 2024, the fair value of the Company’s total debt, excluding any outstanding borrowings under the Revolving Credit Facility, leaseback financial liabilities and a municipal bond, was $6,999.6 million and $6,880.7 million, respectively. Changes in interest rates impact fixed and variable rate debt differently.
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 the years ended September 30, 2024 and 2023.
A hypothetical 10% change in interest rates would have had an immaterial impact on both interest expense and interest paid on variable rate debt during the years ended September 30, 2025 and 2024. For additional information regarding the Company’s debt, refer to Note 16 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
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.
Interest Rate Risk Long-term debt As of September 30, 2025, the Company had outstanding principal value of indebtedness of $7,452.2 million related to its senior notes, borrowings under its Revolving Credit Facility, leaseback financial liabilities (excluding amounts classified as held for sale) and a municipal bond.
Removed
For additional information regarding the Company’s debt, refer to Note 17 within “Notes to Consolidated Financial Statements” in Item 8 of this report. 53 Table of Contents Interest rate swaps As of September 30, 2024 and 2023, the Company had interest rate swaps with a notional value of $300.0 million and $700.0 million, respectively.

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