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Post Holdings, Inc.

For the period ended Jun 30, 2025. Filed Aug 8, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 8, 2025

POST$81.83-0.5%Stored close · as of Nov 10, 2026

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Item 1A. Risk Factors

In addition to the information set forth elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”) and the risk factor set forth below, you should carefully consider the risk factors we previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on November 15, 2024 (the “Annual Report”). Other than the additional risk factor disclosed herein, as of the date of the Quarterly Report, there have been no material changes to the risk factors previously disclosed in the Annual Report. These risks could materially and adversely affect our businesses, financial condition, results of operations and cash flows. Such enumerated risks are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our businesses, financial condition, results of operations and cash flows.

We may encounter difficulties as we integrate 8th Avenue Food & Provisions, Inc. (“8th Avenue”) into our Post Consumer Brands business, which may adversely impact us and our ability to realize the anticipated benefits of the acquisition.

While we held an equity ownership interest in 8th Avenue prior to the acquisition, the acquisition of the remaining equity interest in 8th Avenue that we did not already own involves the combination of businesses that operated separately. We will be required to devote significant management attention and resources to integrating operations, business practices and cultures of Post Consumer Brands and 8th Avenue. Potential difficulties we may encounter as part of the integration process include the following:

the inability to successfully combine Post Consumer Brands with 8th Avenue in a manner that permits us to achieve the cost savings, synergies and other benefits anticipated to result from the acquisition, including as a result of management having its attention diverted from our pre-acquisition Post Consumer Brands business;

the challenges of integrating a complex business, including operating procedures, financial systems, personnel, technology, networks and other assets acquired as part of the 8th Avenue acquisition, in a seamless manner that minimizes any adverse impact on the business, customers, suppliers, employees and other constituencies;

the challenges of offering a product portfolio that includes products, such as peanut butter, with vulnerability to contamination or other food safety concerns and heightened regulatory risk;

potential unknown liabilities, liabilities that are significantly larger than we currently anticipate and unforeseen increased expenses or delays associated with the 8th Avenue acquisition, including cash costs for integration that may exceed the cash costs that we currently anticipate; and

the sellers of the 8th Avenue capital stock that we acquired made very limited representations and warranties in the purchase agreement for the acquisition, and the purchase agreement included a broad release under which all parties to the purchase agreement (including us) released each other party from claims arising from, among other matters, the management, governance, operation and business of 8th Avenue and its subsidiaries. As such, we will have very limited, or no, recourse if we discover unknown liabilities relating to matters for which no representations and warranties were provided.

Accordingly, the contemplated benefits of the 8th Avenue acquisition may not be realized fully, or at all, or may take longer to realize than expected.

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