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

Rhea-AI Filing Summary

Post Holdings, Inc. announced the pricing of a new senior notes offering. The company priced $1,300.0 million in aggregate principal amount of 6.50% senior notes due 2036 at par, with closing expected on December 15, 2025, subject to customary conditions. The notes will be unsecured obligations of Post and guaranteed on a senior unsecured basis by most of its existing and future domestic subsidiaries.

Post plans to use the net proceeds to cover costs of the offering and to redeem, after December 15, 2025, all of its outstanding 5.50% senior notes due 2029, including any related premiums and fees. Any remaining proceeds may be used for general corporate purposes such as acquisitions, debt repayment, share repurchases, capital spending, and working capital. The notes are being offered in the U.S. to qualified institutional buyers under Rule 144A and outside the U.S. under Regulation S.

Insights

Corporate debt and capital structure analyst

Post refinances 2029 notes with new $1.3B 2036, extending debt maturity.

Post Holdings is issuing $1,300.0 million of 6.50% senior notes due 2036 at par. These are unsecured but backed by senior unsecured guarantees from most existing and future domestic subsidiaries, which supports creditors by tying more of the group’s U.S. assets to the obligations.

The company intends to use the net proceeds primarily to redeem its outstanding 5.50% senior notes due 2029, plus any premiums and fees. This replaces nearer-term debt with longer-dated paper maturing in 2036, trading a higher coupon for extended maturity and potentially improved liquidity planning.

Any remaining proceeds may go to general corporate purposes, including acquisitions, debt repayment, share repurchases, capital expenditures, and working capital. The actual impact on leverage and interest expense will depend on the final redemption mechanics and how much, if any, cash is deployed to discretionary uses after the 2029 notes are redeemed.

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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): December 1, 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 December 1, 2025, Post Holdings, Inc. (the “Company”) announced the pricing of its previously announced senior notes offering. The Company priced $1,300.0 million in aggregate principal amount of 6.50% senior notes due 2036 at par (the “Notes”). The Notes offering is expected to close on December 15, 2025, subject to customary closing conditions.

The Notes will be unsecured obligations of the Company and will be guaranteed on a senior unsecured basis by the Company’s existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries the Company designates as unrestricted subsidiaries). The Company intends to use the net proceeds from the Notes offering to pay the costs, fees and expenses associated with the Notes offering and to redeem, after December 15, 2025, all of the Company’s outstanding 5.50% senior notes due 2029, including payment of any premiums, fees, costs and expenses associated therewith. To the extent there are any remaining net proceeds, the Company intends to use such proceeds for general corporate purposes, which could include, among other things, acquisitions, retirement or repayment of existing debt, share repurchases, capital expenditures and working capital.

A copy of the press release issued in connection with the Notes offering is attached hereto as Exhibit 99.1 and incorporated herein by reference. The Notes and the related subsidiary guarantees were offered (1) in the United States to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and (2) outside of the United States to persons other than United States persons in compliance with Regulation S under the Securities Act.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Notes Offering Press Release dated December 1, 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: December 1, 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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