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

Rhea-AI Filing Summary

Post Holdings, Inc. announced that it intends to commence a private offering, subject to market and other conditions, of $1,300.0 million aggregate principal amount of senior notes due 2036. The company plans to use the net proceeds to pay costs, fees and expenses related to the new notes and to redeem, after December 15, 2025, all of its outstanding 5.50% senior notes due 2029, including any related premiums, fees, costs and expenses. Any remaining net proceeds may be used for general corporate purposes such as acquisitions, repayment of existing debt, share repurchases, capital expenditures or working capital.

Insights

Capital structure and credit analyst

Post plans a $1.3B notes offering to refinance 2029 debt and add flexibility.

Post Holdings intends a private offering of $1,300.0 million senior notes due 2036, with proceeds earmarked primarily to redeem its existing 5.50% senior notes due 2029 after December 15, 2025. This indicates a strategic refinancing that extends debt maturity from 2029 out to 2036, which can reshape the company’s debt profile and timing of obligations.

The company also lists broad potential uses for any remaining net proceeds, including acquisitions, repayment of other debt, share repurchases, capital expenditures and working capital. The ultimate impact on leverage, interest expense and equity depends on the final note terms and how much capital is directed to non‑redemption purposes. Investors can look to future disclosures for the final pricing of the new notes and confirmation of the redemption of the 5.50% senior notes due 2029.

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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 7.01.    Regulation FD Disclosure.

Post Holdings, Inc. (the “Company”) is disclosing under Item 7.01 of this Current Report on Form 8-K the information contained in Exhibit 99.1, which information is incorporated by reference herein. The information contained in Exhibit 99.1 is excerpted from a preliminary offering memorandum that is being disseminated in connection with the Company’s private offering of senior notes described below.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01.    Other Events.

On December 1, 2025, the Company announced that it intends to commence a private offering to eligible purchasers, subject to market and other conditions, of $1,300.0 million in aggregate principal amount of senior notes due 2036 (the “Notes”). The Company also announced that it intends to use the net proceeds from the Notes offering to pay the costs, fees and expenses associated with the Notes offering, 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 and, to the extent there are any remaining net 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 therewith is attached hereto as Exhibit 99.2 and incorporated herein by reference.

This Current Report on Form 8-K is not an offer to sell or a solicitation of an offer to buy any security, 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 such jurisdiction. This Current Report on Form 8-K does not constitute a notice of redemption with respect to any of the Company’s senior notes. Such notice, if any, will be given in accordance with the terms of the applicable indenture.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Excerpts from Preliminary Offering Memorandum
99.2			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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