Post Holdings (NYSE: POST) ups senior notes offering to $600M
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Post Holdings, Inc. is raising debt by pricing a previously announced offering of $600.0 million aggregate principal amount of 6.250% senior notes due 2034. The notes were priced at 100.75% of principal, plus accrued interest from October 15, 2025, for a yield to worst of 6.109%.
The offering size was increased from $500.0 million and is expected to close on March 13, 2026, subject to customary conditions. These senior unsecured notes are being issued as additional notes under an existing indenture that already has $600.0 million of 6.250% notes due 2034 outstanding, and will form the same series and vote together with those existing notes.
The notes will be guaranteed by most of Post’s existing and future domestic subsidiaries, with specified exceptions. Post plans to use net proceeds to pay offering-related costs, repay the outstanding balance on its revolving credit facility as of December 31, 2025, and use any remainder for general corporate purposes, including potential debt repayment, share repurchases, acquisitions, capital spending and working capital. The notes are being sold to qualified institutional buyers in the United States and certain non‑U.S. persons under Securities Act exemptions and are not registered.
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Insights
Post ups a 10‑year note issuance to $600M, mainly to refinance its revolver.
Post Holdings is issuing
The notes are senior unsecured but guaranteed by most domestic subsidiaries, and they become part of the same series as an existing
Post plans to use proceeds to cover offering costs, repay the revolving credit facility balance as of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 March 4, 2026, Post Holdings, Inc. (the “Company”) announced the pricing of its previously announced senior notes offering. The Company priced $600.0 million in aggregate principal amount of 6.250% senior notes due 2034 (the “Notes”) at a price of 100.75% of the principal amount, plus accrued interest from October 15, 2025. The $600.0 million in aggregate principal amount of the Notes represented an increase from the original size of $500.0 million. The Notes offering is expected to close on March 13, 2026, subject to customary closing conditions.
The Notes will be unsecured, senior obligations of the Company and will be guaranteed 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, to fund the repayment of the outstanding balance of its revolving credit facility as of December 31, 2025 and, to the extent there are any remaining net proceeds, for general corporate purposes, which could include, among other things, retirement or repayment of existing debt, share repurchases, acquisitions, capital expenditures and working capital.
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) to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act.
A copy of the press release issued in connection with the pricing of the Notes offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||
| 99.1 | Press Release dated March 4, 2026 | ||||
| 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: March 4, 2026 | 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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Exhibit 99.1
Post Holdings Announces Pricing of Senior Notes Offering
ST. LOUIS, March 4, 2026 - Post Holdings, Inc. (NYSE:POST) (the “Company” or “Post”) today announced the pricing of its previously announced senior notes offering of the Company’s 6.250% senior notes due 2034 (the “Notes”) at 100.75% of the principal amount, plus accrued interest from October 15, 2025, for a yield to worst of 6.109%. In addition, the size of the Notes offering was increased from $500.0 million to $600.0 million in aggregate principal amount of the Notes. The Notes offering is expected to close on March 13, 2026, subject to customary closing conditions.
The Notes were offered as additional notes under an existing indenture pursuant to which the Company previously issued $600.0 million in aggregate principal amount of the Company’s 6.250% senior notes due 2034 (the “Existing Notes”). The Notes to be issued in this offering will vote together with, and will constitute part of the same series as, the Existing Notes. The Notes will be senior unsecured obligations of the Company and will be guaranteed 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, to fund the repayment of the outstanding balance of its revolving credit facility as of December 31, 2025 and, to the extent there are any remaining net proceeds, for general corporate purposes, which could include, among other things, retirement or repayment of existing debt, share repurchases, acquisitions, capital expenditures and working capital.
The Notes and the related subsidiary guarantees are being 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) to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and the related subsidiary guarantees have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This press release is not an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Cautionary Statement on Forward-Looking Language
Forward-looking statements, within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, are made throughout this press release, including statements regarding the completion of the offering, timing and the expected amount and intended use of the net proceeds of the offering. These forward-looking statements are sometimes identified from the use of forward-looking words such as “believe,” “should,” “could,” “potential,” “continue,” “expect,” “project,” “estimate,” “predict,” “anticipate,” “aim,” “intend,” “plan,” “forecast,” “target,” “is likely,”
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“will,” “can,” “may,” “would” or the negative of these terms or similar expressions elsewhere in this press release. All forward-looking statements are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors and risks include, but are not limited to, unanticipated developments that prevent, delay or negatively impact the offering and other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s cautionary statements contained in its filings with the Securities and Exchange Commission. The Company may not consummate the offering as described in this press release and, if the offering is consummated, cannot provide any assurance regarding its ability to effectively apply the net proceeds as described above. These forward-looking statements represent the Company’s judgment as of the date of this press release. The Company disclaims, however, any intent or obligation to update these forward-looking statements. There can be no assurance that the offering will be completed as anticipated or at all.
About Post Holdings, Inc.
Post Holdings, Inc., headquartered in St. Louis, Missouri, is a consumer packaged goods holding company with businesses operating in the center-of-the-store, refrigerated, foodservice and food ingredient categories.
Contact:
Investor Relations
Daniel O’Rourke
daniel.orourke@postholdings.com
(314) 806-3959
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FAQ
What did Post Holdings (POST) announce in its March 4, 2026 8-K?
Post Holdings announced the pricing of a senior notes offering, issuing $600.0 million of 6.250% senior notes due 2034. The offering size was increased from $500.0 million and is expected to close March 13, 2026, subject to customary closing conditions.
What are the key terms of Post Holdings’ 6.250% senior notes due 2034?
The notes carry a 6.250% coupon and mature in 2034. They were priced at 100.75% of principal, plus accrued interest from October 15, 2025, producing a yield to worst of 6.109%. They are senior unsecured obligations, guaranteed by most domestic subsidiaries.
How large is the new Post Holdings (POST) senior notes offering?
Post Holdings priced $600.0 million in aggregate principal amount of 6.250% senior notes due 2034. This reflects an upsizing of the deal from an originally planned $500.0 million, suggesting the company opted to secure additional long-term funding under the same series.
How will Post Holdings use the $600.0 million notes proceeds?
Post intends to use net proceeds to pay offering-related costs and to repay the outstanding balance of its revolving credit facility as of December 31, 2025. Any remaining funds may support general corporate purposes such as debt retirement, share repurchases, acquisitions, capital spending and working capital.
Are the new Post Holdings senior notes secured or guaranteed?
The new notes are senior unsecured obligations of Post Holdings but are guaranteed by its existing and future domestic subsidiaries, with certain specified exceptions. This guarantee structure provides bondholders support from key operating subsidiaries without granting a security interest in specific assets.
Who can buy Post Holdings’ new 2034 senior notes?
The notes and guarantees are being offered in the United States to persons reasonably believed to be qualified institutional buyers and to certain non-U.S. persons under Regulation S. They are not registered under the Securities Act and cannot be sold publicly without registration or an exemption.
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Mar 4, 2026
[8-K] Post Holdings, Inc. Reports Material Event