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Post Holdings, Inc. is implementing a leadership change at its Post Consumer Brands segment. Effective April 1, 2026, Greg Pearson will become President and Chief Executive Officer of Post Consumer Brands. Nicolas Catoggio, who currently holds that role, will stop leading the segment but will remain the Company’s Executive Vice President and Chief Operating Officer.
The Company states that Mr. Catoggio’s fiscal year 2026 compensation will not change as a result of this transition. Post Holdings also issued a press release on February 5, 2026 describing these leadership changes, which is included as Exhibit 99.1 to this report.
Post Holdings, Inc. reported results of its 2026 virtual annual meeting held on January 29, 2026 and related changes to its articles of incorporation. Shareholders approved amendments eliminating several supermajority voting requirements for removing directors and approving or changing rules for certain business combinations with interested shareholders. The revised Amended and Restated Articles of Incorporation became effective upon filing in Missouri on January 29, 2026. All director nominees were elected, PricewaterhouseCoopers LLP was ratified as independent auditor, and executive compensation received 87.94% of votes cast in favor. Of 51,603,620 shares entitled to vote, 48,942,339 were represented, a 94.84% quorum.
Post Holdings director David P. Skarie reported an automatic grant of deferred stock-based compensation. On 01/30/2026, he acquired 130.32 Post Holdings, Inc. stock equivalents at $102.31 each under the company’s Deferred Compensation Plan for Non-Management Directors, bringing his total to 32,837.786 stock equivalents held directly.
These stock equivalents represent deferred director retainers, credited after the month in which fees are earned. According to the plan, they are paid out in cash on a one-for-one basis with the underlying common stock value when Skarie leaves the Board, and they have no fixed exercise or expiration dates.
Post Holdings director Jennifer Kuperman Johnson reported an automatic award of 108.6 Post Holdings, Inc. stock equivalents on January 30, 2026. These were credited at $102.31 per stock equivalent under the company’s Deferred Compensation Plan for Non-Management Directors, based on her director retainer.
After this transaction, she beneficially owns 6,534.294 stock equivalents, held directly. The filing explains that director retainers are deferred into stock equivalents and later paid out in cash on a one-for-one basis when the director leaves the board, and that these stock equivalents have no fixed exercisable or expiration dates.
Post Holdings, Inc. director David W. Kemper was credited with 168.33 Post Holdings stock equivalents on January 30, 2026 under the company’s Deferred Compensation Plan for Non-Management Directors at a reference value of $102.31 per equivalent. Following this accrual, he holds 20,046.29 stock equivalents, which represent deferred board retainers and are paid out in cash on a one-for-one basis after he leaves the board. These stock equivalents have no fixed exercisable or expiration dates.
Post Holdings, Inc. director Thomas C. Erb reported receiving 108.6 Post Holdings, Inc. stock equivalents on January 30, 2026. These were credited at a reference price of $102.31 per stock equivalent under the company’s Deferred Compensation Plan for Non-Management Directors.
After this transaction, Erb held 6,534.294 stock equivalents in total, shown as directly owned. The filing explains that director retainers are deferred into stock equivalents, which are later paid out in cash on a one-for-one basis after the director leaves the board, and that these stock equivalents have no fixed exercise or expiration dates.
Post Holdings director Gregory L. Curl reported receiving 108.6 Post Holdings, Inc. stock equivalents on January 30, 2026 under the company’s Deferred Compensation Plan for Non-Management Directors. These stock equivalents were credited at a reference value of $102.31 per equivalent.
After this transaction, Curl beneficially owned 7,234.078 stock equivalents in total. The director’s board retainers are deferred into these stock equivalents, which are later paid out in cash on a one-for-one basis when he leaves the Board. The stock equivalents have no fixed exercisable or expiration dates.
Post Holdings, Inc. director Dorothy M. Burwell acquired 108.6 Post Holdings, Inc. stock equivalents on January 30, 2026 at a reported reference value of $102.31 per equivalent. After this deferred compensation transaction, she beneficially holds 8,046.031 stock equivalents, credited under the company’s Deferred Compensation Plan for Non-Management Directors.
These stock equivalents track Post common stock and are distributed in cash on a one-for-one basis when Ms. Burwell separates from the Board, and they have no fixed exercisable or expiration dates.
Post Holdings, Inc. senior vice president and chief accounting officer Bradly A. Harper reported a tax-related share transaction. On 01/09/2026, Harper surrendered 478 shares of Post Holdings common stock at a price of $98.43 per share to cover tax withholding triggered by the vesting of 967 restricted stock units under Rule 16b-3. After this withholding transaction, Harper beneficially owns 10,963 shares of common stock directly and 1,442.97 shares indirectly through a 401(k) plan. This filing reflects administrative tax settlement rather than an open-market purchase or sale.
Post Holdings, Inc. executive and EVP & COO filed a Form 4 detailing equity transactions tied to retirement on January 2, 2026. Several blocks of previously unvested restricted stock units (RSUs) granted under the company’s 2021 Long-Term Incentive Plan and its amended and restated version accelerated on that date.
For RSUs granted on November 14, 2023 and November 18, 2025, the executive surrendered 301 and 420 shares of common stock, respectively, at $99.05 per share to cover tax withholding under Rule 16b-3. Additional RSUs granted on November 12, 2024 also accelerated, with 9,731 RSUs reported as converted into common stock at an exercise price of $0.
Following these transactions, the executive reported 36,277 shares of common stock held directly, plus indirect holdings of 1,256 shares by a family trust, 68,145 shares by a SLAT, and 152,740 shares by a spouse. Settlement of the vested RSUs, net of additional tax withholding, will occur after a six‑month delay required under Section 409A of the Internal Revenue Code.