Post Holdings details 2025 stock-based awards for key officers

Q: Which Post Holdings executives received RSU and PRSU grants and in what amounts?

Executives include Robert V. Vitale with 45,367 RSUs and 45,367 PRSUs, Matthew J. Mainer with 17,338 of each, Nicolas Catoggio with 23,196 of each, Diedre J. Gray with 17,104 of each, and Mark W. Westphal with 16,682 of each.

Q: What is the performance period for Post Holdings’ new PRSU awards?

The PRSUs have a performance period from October 1, 2025 to September 30, 2028 , during which Post’s total shareholder return (TSR) will be measured relative to a peer group.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Post Holdings, Inc. (POST) reported that its Corporate Governance and Compensation Committee granted new stock-based awards to several named executive officers on November 18, 2025. Each executive received restricted stock units (RSUs) and an equal target number of performance-based restricted stock units (PRSUs) under the company’s 2021 Long-Term Incentive Plan.

The awards include, for example, 45,367 RSUs and 45,367 PRSUs for President and CEO Robert V. Vitale, 17,338 of each for CFO Matthew J. Mainer, and 23,196 of each for Nicolas Catoggio. RSUs vest in three equal annual installments, while PRSUs vest based on total shareholder return (TSR) versus peers over a performance period from October 1, 2025 to September 30, 2028. PRSU vesting can range from 50% of target at the 25th percentile TSR rank to 260% of target at or above the 85th percentile.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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Accepted by SEC EDGAR 11/21/2025 - 04:38 PM

FAQ

What executive compensation changes did Post Holdings (POST) announce?

Post Holdings approved new stock-based awards for several named executive officers, granting each a combination of restricted stock units (RSUs) and performance-based RSUs (PRSUs) under its 2021 Long-Term Incentive Plan.

Which Post Holdings executives received RSU and PRSU grants and in what amounts?

Executives include Robert V. Vitale with 45,367 RSUs and 45,367 PRSUs, Matthew J. Mainer with 17,338 of each, Nicolas Catoggio with 23,196 of each, Diedre J. Gray with 17,104 of each, and Mark W. Westphal with 16,682 of each.

How do the RSU awards for Post Holdings executives vest?

The RSUs will be settled in shares of Post common stock and vest in three equal installments on the first, second, and third anniversaries of the November 18, 2025 grant date, subject to continued employment and certain acceleration events.

What is the performance period for Post Holdings’ new PRSU awards?

The PRSUs have a performance period from October 1, 2025 to September 30, 2028, during which Post’s total shareholder return (TSR) will be measured relative to a peer group.

How is vesting for Post Holdings’ PRSU awards determined?

Vesting depends on Post’s TSR percentile rank versus peers. Vesting is 50% of target at the 25th percentile, 100% at the 50th percentile, 200% at the 75th percentile, and up to 260% at or above the 85th percentile of relative TSR.

In what form will Post Holdings settle the new PRSU awards?

The PRSUs may be settled in shares of Post common stock, cash, or other consideration, based on the fair market value of Post common stock on the vesting date, at the discretion of the committee.

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 18, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Named Executive Officer Compensatory Awards.

The Corporate Governance and Compensation Committee (the “Committee”) of the Board of Directors of Post Holdings, Inc. (the “Company” or “Post”) approved the grant of stock-based awards to certain of its named executive officers on November 18, 2025.

The Committee approved awards of restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”) to certain of its named executive officers under the Post Holdings, Inc. Amended and Restated 2021 Long-Term Incentive Plan. The following table sets forth the RSUs and the target number of PRSUs which were awarded:


Name	Position	RSUs	PRSUs

Robert V. Vitale	President and Chief Executive Officer	45,367	45,367

Matthew J. Mainer	Executive Vice President, Chief Financial Officer and Treasurer	17,338	17,338

Nicolas Catoggio	President and Chief Executive Officer, Post Consumer Brands (and, effective January 2, 2026, also Executive Vice President and Chief Operating Officer)	23,196	23,196

Diedre J. Gray	Executive Vice President, General Counsel and Chief Administrative Officer, Secretary	17,104	17,104

Mark W. Westphal	President, Foodservice	16,682	16,682

The RSU awards identified above were made by the Committee through the use of the form of RSU award agreement that was approved by the Committee on November 12, 2024, described in the Company’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2024 and filed as Exhibit 10.50 to the Company’s Form 10-Q filed with the SEC on February 7, 2025 (the “RSU Form”). Each of the RSU awards will be settled in shares of Post common stock and vests in equal installments on the first, second and third anniversaries of the date of grant, subject to continued employment and to certain acceleration events as described in the award agreements. The foregoing description of the terms of these RSU awards does not purport to be complete and is qualified in its entirety by reference to the full text of the RSU Form previously filed with the SEC, which is incorporated herein by reference.

The PRSU awards identified above were made by the Committee through the use of the form of PRSU award agreement that was approved by the Committee on November 12, 2024, described in the Company’s Form 8-K filed with the SEC on November 18, 2024 and filed as Exhibit 10.52 to the Company’s Form 10-Q filed with the SEC on February 7, 2025 (the “PRSU Form”). The performance period for the PRSUs is from October 1, 2025 to September 30, 2028. The performance metric for these PRSUs is the Company’s total shareholder return (“TSR”) ranking compared to the TSR rankings of peer companies over a three-year period, with the following percentage vesting schedule:


Relative TSR Percentile Rank			Vesting Percentage (of Target)
≥85th			260%
75th			200%
50th			100%
25th			50%
<25th			0%

Vesting of the PRSUs would accelerate, in whole or in part, in certain events, as described in the award agreements. The PRSUs will be settled in shares of Post common stock, cash or other consideration, in each case, based on the fair market value of Post common stock on the applicable vesting date, in the discretion of the Committee. The foregoing description of the terms of these PRSUs does not purport to be complete and is qualified in its entirety by reference to the full text of the PRSU Form previously filed with the SEC, which is incorporated herein by reference.

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 21, 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

Source: View Original Filing on SEC EDGAR