[8-K] Post Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Post Holdings, Inc. announced that its Board of Directors approved a new $500.0 million share repurchase authorization, effective November 27, 2025. At the same time, the Board cancelled its prior $500.0 million authorization, under which the company had already repurchased about $275.2 million of common stock as of November 25, 2025.

The new authorization runs for a two-year period beginning on the effective date and allows Post to buy back shares through open market purchases, private transactions, or various structured methods such as forward, derivative, accelerated, or automatic programs. Any repurchased shares will be held as treasury stock. The company is not obligated to repurchase a specific number of shares and can suspend or end the program at its discretion.

Insights

Equity Capital Markets Analyst

Post replaces its existing buyback with a fresh $500M, two-year authorization.

Post Holdings has set up a new $500.0 million share repurchase authorization effective November 27, 2025, while cancelling a prior program of the same size. Under the earlier authorization, the company had already repurchased about $275.2 million of common stock as of November 25, 2025, indicating active use of buybacks in recent months.

The new plan lasts for a two-year period and permits multiple execution methods, including open market purchases, private deals, and structured transactions such as forward, derivative, accelerated, or automatic programs. The company emphasizes flexibility: it is not required to repurchase any particular number of shares and can suspend or terminate activity at its discretion.

From an equity perspective, the authorization provides ongoing capacity for share repurchases, which can reduce share count if executed. The actual impact on per-share metrics will depend on how much of the $500.0 million authorization is ultimately used over the two-year term.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 25, 2025

Post Holdings, Inc.
(Exact name of registrant as specified in its charter)

Missouri			001-35305						45-3355106
(State or other jurisdiction of incorporation)			(Commission File Number)						(IRS Employer Identification No.)

2503 S. Hanley Road

St. Louis, Missouri 63144

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (314) 644-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value per share			POST			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.    Other Events.

On November 25, 2025, the Board of Directors (the “Board”) of Post Holdings, Inc. (the “Company”) approved, effective November 27, 2025 (the “Effective Date”), a $500.0 million share repurchase authorization (the “New Authorization”) and cancelled, effective November 26, 2025, its existing $500.0 million share repurchase authorization, which was approved by the Board on August 27, 2025 and became effective on August 29, 2025 (the “Existing Authorization”). The Company had repurchased approximately $275.2 million of shares of the Company’s common stock under the Existing Authorization as of November 25, 2025. The New Authorization extends for a two-year period beginning on the Effective Date, and the Company may begin repurchasing shares under the New Authorization on November 27, 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. Any shares repurchased would be held as treasury stock. The New Authorization does not, however, obligate the Company to acquire any particular number of shares, and repurchases may be suspended or terminated at any time at the Company’s discretion. A press release announcing the New Authorization is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Press Release dated November 26, 2025
104			Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 26, 2025			Post Holdings, Inc.
			(Registrant)
			By:			/s/ Diedre J. Gray
			Name:			Diedre J. Gray
			Title:			Executive Vice President, General Counsel and Chief Administrative Officer, Secretary

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