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Post Holdings’ Diedre J. Gray receives 42,349 shares

The payout reflected achievement against a relative total shareholder return percentile-rank goal for the performance period ending September 30, 2026.

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Form Type
4

Rhea-AI Filing Summary

Post Holdings, Inc. EVP, GC & CAO, SECY Diedre J. Gray acquired 42,349 shares of common stock on October 22, 2026, through the payout of earned performance share awards (PRSUs). She surrendered 18,655 shares for tax withholding related to vesting, reported at $78.06 per share. The award payout was based on relative total shareholder return percentile-rank achievement for the performance period October 1, 2023 through September 30, 2026. The form also lists indirect holdings of 33,716 shares by Trust, 45,839 by Spouse's Trust, and 131,187 by SLAT (Spouse).

Insider GRAY DIEDRE J
Role EVP, GC & CAO, SECY
Type Security Shares Price Value
Grant/Award Common Stock F1 42,349 $0.00 $0.00
Tax Withholding Common Stock F2 18,655 $78.06 $1.46M
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 55,580 shares (Direct); Common Stock — 33,716 shares (Indirect, By Trust); Common Stock — 45,839 shares (Indirect, By Spouse's Trust); Common Stock — 131,187 shares (Indirect, By SLAT (Spouse))
Footnotes (2)
  1. F1. Acquisition of shares pursuant to Rule 16b-3 upon payout of earned performance share award (PRSUs) under a shareholder approved equity plan. The payout was based on the level of achievement of the performance goal of relative total shareholder return percentile rank for the performance period October 1, 2023 through September 30, 2026.
  2. F2. Surrender of shares in payment of tax withholding due as a result of the vesting of 42,349 PRSUs in accordance with Rule 16b-3.
Common shares acquired 42,349 shares Award payout on October 22, 2026
Shares surrendered for tax withholding 18,655 shares Related to vesting on October 22, 2026
Reported price per share $78.06 per share Shares surrendered for tax withholding on October 22, 2026
Indirect shares by Trust 33,716 shares Holding listed on October 22, 2026
Indirect shares by Spouse's Trust 45,839 shares Holding listed on October 22, 2026
Indirect shares by SLAT (Spouse) 131,187 shares Holding listed on October 22, 2026
PRSUs financial
"earned performance share award (PRSUs)"
A PRSU is a type of employee equity award that turns into actual company shares only if preset performance goals are met over a specified time. Think of it like a prize that only pays out when a team hits agreed targets; investors watch PRSUs because they tie management pay to results, can increase the number of shares outstanding when paid, and therefore affect shareholder value and incentives.
Rule 16b-3 regulatory
"pursuant to Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
relative total shareholder return percentile rank financial
"performance goal of relative total shareholder return percentile rank"
shareholder approved equity plan financial
"under a shareholder approved equity plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did Post Holdings executive Diedre J. Gray acquire?

Diedre J. Gray acquired 42,349 shares of Post Holdings common stock on October 22, 2026, through the payout of earned performance share awards.

How many Post Holdings shares were surrendered for Diedre J. Gray's tax withholding?

18,655 shares were surrendered for tax withholding due to vesting of 42,349 PRSUs; the reported price was $78.06 per share.

What performance goal determined Diedre J. Gray's Post Holdings award payout?

The payout was based on the level of achievement of a relative total shareholder return percentile-rank performance goal for the period October 1, 2023 through September 30, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
GRAY DIEDRE J

(Last)(First)(Middle)
C/O POST HOLDINGS, INC.
2503 S. HANLEY ROAD

(Street)
ST. LOUIS MISSOURI 63144

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Post Holdings, Inc. [ POST ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, GC & CAO, SECY
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock10/22/2026A42,349(1)A$074,235D
Common Stock10/22/2026F18,655(2)D$78.0655,580D
Common Stock33,716IBy Trust
Common Stock45,839IBy Spouse's Trust
Common Stock131,187IBy SLAT (Spouse)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Acquisition of shares pursuant to Rule 16b-3 upon payout of earned performance share award (PRSUs) under a shareholder approved equity plan. The payout was based on the level of achievement of the performance goal of relative total shareholder return percentile rank for the performance period October 1, 2023 through September 30, 2026.
2. Surrender of shares in payment of tax withholding due as a result of the vesting of 42,349 PRSUs in accordance with Rule 16b-3.
Remarks:
/s/ Diedre J. Gray10/26/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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