POST updates governance; 25% shareholder threshold for special meetings

Rhea-AI Filing Summary

Post Holdings, Inc. reported a governance update. On October 16, 2025, the Board amended and restated the company’s bylaws to permit shareholders holding at least 25% of the outstanding voting shares to call a special meeting of shareholders. The ninth Amended and Restated Bylaws took effect the same day. The full bylaws and a marked version showing changes were filed as Exhibits 3.1 and 3.2.

Insights

Corporate governance analyst

Bylaws now allow special meetings at a 25% holder threshold.

Post Holdings adopted amended bylaws effective October 16, 2025, adding a shareholder right to call special meetings when holders represent at least 25% of outstanding voting stock. This is a procedural change in shareholder rights.

Such provisions can facilitate shareholder-initiated meetings outside the regular annual cycle, depending on ownership concentration and coordination among holders. The filing lists the revised bylaws (Exhibits 3.1, 3.2) as the operative documents.

Practical implications depend on actual ownership dispersion and whether any holders meet the 25% threshold. Subsequent disclosures may detail any special meeting requests made under the new rule.

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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): October 16, 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 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 16, 2025, the Board of Directors of Post Holdings, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as amended and restated, the “ninth Amended and Restated Bylaws”), effective October 16, 2025. The ninth Amended and Restated Bylaws amended various provisions to allow shareholders holding at least 25% of the outstanding shares of voting stock of the Company to call a special meeting of the Company’s shareholders. The foregoing description of the terms of the ninth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the ninth Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this report and a marked copy of which showing the amendments is filed as Exhibit 3.2, both of which are incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
3.1			Amended and Restated Bylaws of Post Holdings, Inc., effective October 16, 2025
3.2			Amended and Restated Bylaws of Post Holdings, Inc. (marked to show amendments), effective October 16, 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: October 20, 2025			Post Holdings, Inc.
			(Registrant)
			By:			/s/ Diedre J. Gray
			Name:			Diedre J. Gray
			Title:			EVP, General Counsel & Chief Administrative Officer, Secretary

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FAQ

What did Post Holdings (POST) change in its bylaws?

The bylaws were amended to allow shareholders holding at least 25% of outstanding voting shares to call a special meeting.

When did Post Holdings’ amended bylaws become effective?

They became effective on October 16, 2025.

What is the threshold for POST shareholders to call a special meeting?

A minimum of 25% of the outstanding voting stock.

Where can I find the updated bylaws for Post Holdings?

See Exhibit 3.1 (amended bylaws) and Exhibit 3.2 (marked changes) filed with the report.

Does this filing include financial results for Post Holdings (POST)?

No. It reports a corporate governance change to the bylaws regarding special meetings.