Post Holdings (POST) approves new $500M buyback and plans pasta business sale

Rhea-AI Filing Summary

Post Holdings, Inc. approved a new $500.0 million share repurchase authorization, effective August 29, 2025, and cancelled its prior $500.0 million program. The company had already repurchased approximately $304.8 million of its common stock under the earlier authorization as of August 27, 2025.

The new authorization runs for two years from the effective date and allows repurchases in the open market or through private, derivative, accelerated, forward, automatic or other transactions, with any repurchased shares held as treasury stock. Separately, Post announced via press release that it entered into a definitive agreement to sell the pasta business of 8th Avenue Food & Provisions, Inc.

Positive

• New $500.0 million share repurchase authorization approved for a two-year period beginning August 29, 2025, signaling continued use of buybacks after repurchasing approximately $304.8 million under the prior program.

Negative

• None.

Insights

Equity Capital Allocation Analyst

Post refreshes a $500M buyback and plans a pasta business sale.

Post Holdings approved a new $500.0 million share repurchase authorization effective August 29, 2025, replacing a prior program of the same size. As of August 27, 2025, the company had repurchased approximately $304.8 million of common stock under the existing authorization, indicating active use of buybacks as a capital allocation tool.

The new authorization extends for a two-year period from the effective date and permits multiple transaction types, including open market, private, derivative, forward, accelerated and automatic purchases, with shares to be held as treasury stock. The board is not obligating the company to repurchase a specific number of shares, and repurchases can be suspended or terminated at its discretion, so actual activity will depend on future decisions.

In addition, the company disclosed that it entered into a definitive agreement to sell the pasta business of 8th Avenue Food & Provisions, Inc., as announced in a August 29, 2025 press release. The excerpt does not provide terms or financial impact for that transaction, so its quantitative effect is not detailed here.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): August 27, 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.

On August 29, 2025, Post Holdings, Inc. (the “Company”) issued a press release announcing that it had entered into a definitive agreement to sell the pasta business of 8th Avenue Food & Provisions, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

This Item 7.01, including Exhibit 99.1 incorporated by reference herein, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. 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,” “will,” “can,” “may” or “would” or the negative of these terms or similar expressions elsewhere in such materials. 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. All information included in this Item 7.01, including Exhibit 99.1 incorporated by reference herein, is presented as of the date indicated and represents the Company’s judgment as of the date indicated, and the Company does not assume any obligation to correct or update such information in the future.

Item 8.01.    Other Events.

On August 27, 2025, the Company’s Board of Directors (the “Board”) approved, effective August 29, 2025 (the “Effective Date”), a $500.0 million share repurchase authorization (the “New Authorization”) and cancelled, effective August 28, 2025, its existing $500.0 million share repurchase authorization, which was approved by the Board on February 4, 2025 and became effective on February 10, 2025 (the “Existing Authorization”). The Company had repurchased approximately $304.8 million of shares of the Company’s common stock under the Existing Authorization as of August 27, 2025. The New Authorization extends for a two-year period beginning on the Effective Date, and the Company may begin repurchasing shares under the New Authorization on August 29, 2025. Repurchases may be made from time to time in the open market, in private purchases, through forward, derivative, accelerated repurchase or automatic purchase transactions, or otherwise. Any shares repurchased would be held as treasury stock. The New Authorization does not, however, obligate the Company to acquire any particular number of shares, and repurchases may be suspended or terminated at any time at the Company’s discretion.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Press Release dated August 29, 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: August 29, 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) announce in this 8-K?

Post Holdings announced that its board approved a new $500.0 million share repurchase authorization effective August 29, 2025, cancelled its prior $500.0 million authorization, and disclosed that it entered into a definitive agreement to sell the pasta business of 8th Avenue Food & Provisions, Inc. via a separate press release.

How large is Post Holdings' new share repurchase authorization?

The new authorization approved by Post Holdings' board is for up to $500.0 million of the company’s common stock, effective as of August 29, 2025.

What happened to Post Holdings' previous share repurchase program?

The board cancelled the existing $500.0 million share repurchase authorization effective August 28, 2025. As of August 27, 2025, Post Holdings had repurchased approximately $304.8 million of its common stock under that prior authorization.

Over what period can Post Holdings repurchase shares under the new authorization?

The new $500.0 million share repurchase authorization extends for a two-year period beginning on the effective date of August 29, 2025.

How may Post Holdings execute share repurchases under the new authorization?

Post Holdings may repurchase shares from time to time in the open market, through private purchases, or via forward, derivative, accelerated repurchase or automatic purchase transactions, or otherwise, with repurchased shares held as treasury stock.

Is Post Holdings required to buy back a specific number of shares under the new plan?

No. The new $500.0 million authorization does not obligate Post Holdings to acquire any particular number of shares, and repurchases may be suspended or terminated at any time at the company’s discretion.

What did Post Holdings say about the pasta business of 8th Avenue Food & Provisions?

Post Holdings stated that it issued a press release on August 29, 2025 announcing that it had entered into a definitive agreement to sell the pasta business of 8th Avenue Food & Provisions, Inc., with the press release attached as Exhibit 99.1.