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Post Holdings, Inc.

For the period ended Dec 31, 2025. Filed Feb 5, 2026.

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About this filing

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.

Dec 31, 2025 · Filed Feb 5, 2026

POST$83.05-2.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-08.

0001530950-25-000234

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-12-31; filed 2026-02-05.

0001530950-26-000020

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 131 previous paragraphs and 117 current paragraphs.

59 unchanged; 42 reworded; 15 added; 29 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (15)

Current report

On December 1, 2025, we completed our previously announced sale of 8th Avenue’s pasta business (the “Pasta Business”). Prior to the sale, the Pasta Business’s operating results were reported in the Post Consumer Brands segment and its assets and liabilities were classified as held for sale as of September 30, 2025.

Current report

For additional information on this divestiture, refer to Note 6 within “Notes to Condensed Consolidated Financial Statements.”

Current report

Net sales for the Post Consumer Brands segment increased $139.9 million, or 15%, for thethree months ended December 31, 2025, when compared to the prior year period, driven by the inclusion of three months of 8th Avenue net sales of $217.2 million. Nut butters product sales were up $77.7 million, or 275%, primarily due to the inclusion of three months of 8th Avenue. Cereal and granola product sales were up $1.1 million, or less than 1%, driven by the inclusion of three months of 8th Avenue, partially offset by category declines and lower promotional activity. Pet food product sales were down $48.5 million, or 12%, driven by 6% lower volumes and lower average net selling prices. Pet food volumes decreased primarily due to distribution losses and reductions in co-manufactured and private label products. Pet food average net selling prices decreased primarily due to increased promotional activity and unfavorable product mix. Other product sales were up $109.6 million, driven by the inclusion of three months of 8th Avenue.

Current report

Segment profit for thethree months ended December 31, 2025 increased $1.2 million, or 1%, when compared to the prior year period. This increase was primarily driven by higher net sales, as previously discussed, lower integration costs of $11.7 million and lower advertising and consumer spending of $10.5 million. These positive impacts were partially offset by higher product costs of $140.7 million (which was primarily driven by the inclusion of three months of 8th Avenue product costs of $178.4 million, partially offset by lower pet food volumes) and higher warehousing costs of $8.0 million.

Current report

Segment profit for the three months ended December 31, 2025 increased $31.4 million, or 36%, when compared to the prior year period, driven by lower raw material costs of $26.0 million and higher net sales, as previously discussed.

Current report

Net sales for the Refrigerated Retail segment were flat for the three months ended December 31, 2025, when compared to the prior year period. Sausage sales increased $3.0 million, or 6%, on 5% lower volumes, driven by higher average net selling prices due to prior year price increases. Sales of side dishes increased $0.9 million, or 1%, driven by 3% higher volumes due to new private label product introductions. Egg product sales were down $2.9 million, or 8%, on 7% lower volumes driven by category declines. Cheese and other dairy product sales decreased $1.4 million, or 3%, driven by 6% lower volumes. Sales of all other products were up $0.4 million.

Current report

•$195.0 million repaid under our Revolving Credit Facility; and
Removed paragraphs (29)

Previous report

On December 1, 2023, we completed our acquisition of substantially all of the assets of Perfection Pet Foods, LLC (“Perfection”), a manufacturer and packager of private label and co-manufactured pet food and baked treat products, which is reported in our Post Consumer Brands segment.

Previous report

Also on December 1, 2023, we completed our acquisition of Deeside Cereals I Ltd (“Deeside”), a private label cereal manufacturer based in the U.K., which is reported in our Weetabix segment.

Previous report

Net sales decreased $1.5 million, or less than 1%, during the nine months ended June 30, 2025, when compared to the prior year period, as a result of lower net sales within our Post Consumer Brands, Refrigerated Retail and Weetabix segments, partially offset by higher net sales within our Foodservice segment.

Previous report

Operating profit increased $28.3 million, or 5%, during the nine months ended June 30, 2025, when compared to the prior year period, primarily driven by higher segment profit within our Foodservice and Refrigerated Retail segments, partially offset by lower segment profit within our Post Consumer Brands and Weetabix segments and higher general corporate expenses.

Previous report

During the three months ended June 30, 2024, we recognized a net gain of $1.8 million related to the partial repurchase of our 4.50% senior notes. The net gain included debt discounts received of $1.9 million, partially offset by the write-off of debt issuance costs of $0.1 million.

Previous report

During the nine months ended June 30, 2024, we recognized a net gain of $4.6 million related to the repayment of our fourth incremental term loan under our second amended and restated credit agreement (as amended, restated or amended and restated, the “Credit Agreement,” and such loan the “Fourth Incremental Term Loan”), the redemption of our 5.75% senior notes and the partial repurchase of our 4.50% senior notes. The net gain included the write-off of unamortized premiums of $4.6 million and net discounts received of $3.5 million, partially offset by the write-off of debt issuance costs of $3.5 million.

Previous report

During the three and nine months ended June 30, 2024, we recognized (income) expense on swaps, net of $(3.1) million and $4.7 million, respectively, related to mark-to-market adjustments and settlements on our interest rate swaps.

Previous report

On July 4, 2025, subsequent to the end of the period covered by this report, the H.R.1 tax law was enacted in the United States (the “H.R.1 Tax Act”). The H.R.1 Tax Act includes the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The H.R.1 Tax Act has multiple effective dates, beginning in calendar year 2025 and extending through calendar year 2027. We are currently evaluating the impact of the H.R.1 Tax Act on our effective income tax rate, results of operations, financial condition and cash flows and expect certain provisions of the H.R.1 Tax Act to drive a reduction in cash taxes over the next five years.

Previous report

Net sales for the Post Consumer Brands segment decreased $94.1 million, or 9%, for the three months ended June 30, 2025, when compared to the prior year period. Pet food product sales were down $64.0 million, or 15%, driven by 13% lower volumes primarily due to reductions in co-manufactured and private label products and distribution losses. Cereal product sales were down $24.6 million, or 4%, driven by 6% lower volumes primarily related to category declines. Other product sales were down $5.5 million.

Previous report

Net sales for the Post Consumer Brands segment decreased $196.4 million, or 6%, for thenine months ended June 30, 2025, when compared to the prior year period. Pet food product sales were down $109.3 million, or 8%, driven by 7% lower volumes primarily due to reductions in private label and co-manufactured products and distribution losses, partially offset by the inclusion of two incremental months of Perfection. Cereal product sales were down $75.6 million, or 5%, driven by 5% lower volumes primarily related to category declines. Other product sales were down $11.5 million.

Previous report

Segment profit for the three months ended June 30, 2025 decreased $8.1 million, or 6%, when compared to the prior year period. This decrease was primarily driven by lower net sales, as previously discussed, partially offset by lower integration costs of $10.8 million and lower raw material costs of $7.7 million.

Previous report

Net sales for the Weetabix segment decreased $6.0 million, or 1%, for thenine months ended June 30, 2025, when compared to the prior year period, driven by 6% lower volumes. Volumes decreased primarily due to the strategic exit of certain low-performing products, lower promotional activity and cereal category declines, partially offset by the inclusion of two incremental months of Deeside. These negative impacts were partially offset by a favorable foreign currency exchange impact of $10.7 million and higher average net selling prices primarily due to the annualization of prior year price increases.

Previous report

Segment profit for the three months ended June 30, 2025 decreased $4.8 million, or 20%, when compared to the prior year period, primarily driven by higher raw material costs of $3.6 million.

Previous report

Segment profit for thenine months ended June 30, 2025 decreased $9.8 million, or 16%, when compared to the prior year period, primarily driven by higher raw material costs of $7.5 million.

Previous report

Net sales for the Foodservice segment increased $212.0 million, or 12%, for the nine months ended June 30, 2025, when compared to the prior year period. Egg product sales were up $157.8 million, or 11%, primarily driven by incremental HPAI pricing (partially offset by the pass-through of lower grain costs) and 1% higher volumes. Sales of side dishes were up $9.5 million, or 5%, driven by 4% higher volumes primarily due to the inclusion of four months of PPI. Sales of all other products were up $44.7 million, primarily driven by protein-based shake sales.

Previous report

Segment profit for the three months ended June 30, 2025 increased $34.3 million, or 38%, when compared to the prior year period, driven by higher net sales, as previously discussed, partially offset by higher raw material costs of $56.8 million.

Previous report

Segment profit for the nine months ended June 30, 2025 increased $41.7 million, or 18%, when compared to the prior year period, driven by higher net sales, as previously discussed, partially offset by higher raw material costs of $138.2 million.

Previous report

Net sales for the Refrigerated Retail segment increased $19.5 million, or 9%, for the three months ended June 30, 2025, when compared to the prior year period, driven by higher average net selling prices, as well as 2% higher volumes primarily due to the shifting of holiday demand into the third quarter of fiscal 2025 (compared to the second quarter of fiscal 2024). Egg product sales were up $17.9 million, or 52%, on 8% higher volumes, primarily driven by incremental HPAI pricing. Sausage sales increased $2.3 million, or 7%, on 2% higher volumes. Sales of side dishes increased $1.3 million, or 2%, on 1% higher volumes. Cheese and other dairy product sales decreased $2.9 million, or 7%, driven by 11% lower volumes primarily due to distribution losses. Sales of all other products were up $0.9 million.

Previous report

Net sales for the Refrigerated Retail segment decreased $10.6 million, or 1%, for the nine months ended June 30, 2025, when compared to the prior year period, primarily driven by lower side dish and cheese volumes and partially offset by higher average net selling prices. Sales of side dishes decreased $19.8 million, or 5%, driven by 4% lower volumes primarily due to price elasticities. Cheese and other dairy product sales decreased $13.2 million, or 10%, driven by 13% lower volumes primarily due to distribution losses. Egg product sales were up $17.1 million, or 15%, on flat volumes, driven by incremental HPAI pricing. Sausage sales increased $3.7 million, or 3%, on flat volumes. Sales of all other products were up $1.6 million.

Previous report

Segment profit for the three months ended June 30, 2025 increased $19.4 million, or 380%, when compared to the prior year period, driven by higher average net selling prices, as previously discussed, lower manufacturing costs of $3.0 million and lower freight costs of $3.0 million. These positive impacts were partially offset by higher raw material costs of $8.4 million.

Previous report

General corporate expenses and other increased $5.8 million, or 4%, for the nine months ended June 30, 2025, when compared to the prior year period. This increase was primarily driven byincreased net losses related to mark-to-market adjustments on equity security investments of $11.6 million (compared to net gains in the prior year period), partially offset by increased net gains related to mark-to-market adjustments on economic hedges of $8.6 million.

Previous report

On July 1, 2025, subsequent to the end of the period covered by this report, we completed our acquisition of all of the preferred stock and the remaining common equity interest that we did not already own in 8th Avenue for a preliminary purchase price of $798.8 million, which included the retirement of all of 8th Avenue’s outstanding debt (excluding leaseback financial liabilities). The acquisition was made using cash on hand, including the borrowings under our Revolving Credit Facility discussed above.

Previous report

•our ability to successfully integrate 8th Avenue and the pet food assets and operations acquired in April 2023 and in the Perfection acquisition, deliver on the expected financial contribution, cost savings and synergies from these acquisitions and maintain relationships with employees, customers and suppliers for the acquired businesses, while maintaining focus on our pre-acquisition businesses;
Reworded paragraphs (42)

Previous wording

•Post Consumer Brands: primarily North American ready-to-eat (“RTE”) cereal, pet food and peanut butter;

Current wording

•Post Consumer Brands: primarily North American ready-to-eat (“RTE”) cereal and granola, pet food and nut butters;

Previous wording

•Refrigerated Retail: primarily side dish, egg, cheese and sausage products.

Current wording

•Refrigerated Retail: primarily side dish, egg, cheese and sausage products; and

Previous wording

On July 1, 2025, subsequent to the end of the period covered by this report, we completed our previously announced acquisition of all of the preferred stock and the remaining common equity interest that we did not already own in 8th Avenue Food & Provisions, Inc. (“8th Avenue”). 8th Avenue is a manufacturer and distributor of branded and private label dry pasta and private label nut butters, granola and fruit and nut products.

Current wording

On July 1, 2025, we completed our acquisition of all of the preferred stock and the remaining common equity interest that we did not already own in 8th Avenue Food & Provisions, Inc. (“8th Avenue”). 8th Avenue is a manufacturer and distributor of private label nut butters, granola and dried fruit and nut products and was previously also a manufacturer and distributor of branded and private label pasta, which we divested during the first quarter of fiscal 2026 (see “Divestitures” below within this section). 8th Avenue is reported in our Post Consumer Brands segment.

Previous wording

For additional information on these acquisitions, refer to Notes 4 and 18 within “Notes to Condensed Consolidated Financial Statements.”

Current wording

For additional information on these acquisitions, refer to Note 4 within “Notes to Condensed Consolidated Financial Statements.”

Previous wording

Our Company, as well as the consumer packaged goods industry in which we operate, has been impacted by the following trends which have impacted our results of operations and may continue to impact our results of operations in the future, including:

Current wording

Our Company, as well as the consumer packaged goods industry in which we operate, has been impacted by the following trends which impacted our results of operations in the prior year and may continue to impact our results of operations in the future, including:

Previous wording

•outbreaks of highly pathogenic avian influenza (“HPAI”), which impacted our Foodservice and Refrigerated Retail segments. During both fiscal 2024 and 2025, we experienced volatility in our egg supply due to continued HPAI outbreaks across the industry, which are expected to continue to drive volatility and impact our results of operations throughout the remainder of fiscal 2025. This trend could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses; and

Current wording

•outbreaks of highly pathogenic avian influenza (“HPAI”), which impacted our Foodservice and Refrigerated Retail segments. We experienced volatility in our egg supply due to HPAI outbreaks across the industry, which impacted our results of operations in fiscal 2025. Future outbreaks of HPAI could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses; and

Previous wording

•inflationary pressures on input costs across all segments of our business. During both fiscal 2024 and 2025, inflationary pressures on certain input costs eased, while other input costs continued to face inflationary pressures, and we expect this trend to continue during the remainder of fiscal 2025 (for additional information, refer to the “Segment Results” section below). In addition, we anticipate that announced tariffs, and any potential future modifications or incremental tariffs, could increase supply chain challenges, commodity cost volatility and consumer and economic uncertainty due to rapid changes in global trade policies. This could impact the cost of, and consumer demand for, our products, including as a result of any potential pricing actions taken to offset increased costs. These trends could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses.

Current wording

•inflationary pressures on input costs, which impacted all segments across our business. During fiscal 2025, inflationary pressures on certain input costs eased while other input costs continued to face inflationary pressures, which impacted our results of operations in the prior year and could continue to impact our business in fiscal 2026. In addition, we anticipate that any potential future modifications or incremental tariffs could increase supply chain challenges, commodity cost volatility and consumer and economic uncertainty due to rapid changes in global trade policies. This could impact the cost of, and consumer demand for, our products, including as a result of any potential pricing actions taken to offset increased costs. Future inflationary pressures and potential modifications or incremental tariffs could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses.

Previous wording

Net sales increased $36.6 million, or 2%, during the three months ended June 30, 2025, when compared to the prior year period, as a result of higher net sales within our Foodservice, Refrigerated Retail and Weetabix segments, partially offset by lower net sales within our Post Consumer Brands segment.

Current wording

Net sales increased $199.9 million, or 10%, during the three months ended December 31, 2025, when compared to the prior year period, as a result of higher net sales within our Post Consumer Brands, Foodservice and Weetabix segments.

Previous wording

Operating profit increased $31.4 million, or 15%, during the three months ended June 30, 2025, when compared to the prior year period, primarily driven by higher segment profit within our Foodservice and Refrigerated Retail segments, partially offset by lower segment profit within our Post Consumer Brands and Weetabix segments and higher general corporate expenses.

Current wording

Operating profit increased $24.3 million, or 11%, during the three months ended December 31, 2025, when compared to the prior year period, driven by higher segment profit across all segments, partially offset by higher general corporate expenses.

Previous wording

Interest expense, net increased $9.7 million, or 12%, during the three months ended June 30, 2025, when compared to the prior year period. This increase was driven by higher average outstanding principal amounts of debt and a higher weighted-average interest rate, partially offset by higher interest income compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.3% and 5.1% for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Interest expense, net increased $19.3 million, or 23%, during the three months ended December 31, 2025, when compared to the prior year period. This increase was driven by lower interest income, higher average outstanding principal amounts of debt and a higher weighted-average interest rate compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.4% and 5.3% for the three months ended December 31, 2025 and 2024, respectively.

Previous wording

During the nine months ended June 30, 2025, we recognized a net loss of $5.8 million related to the redemption of our outstanding 5.625% senior notes. The net loss included debt premiums paid of $4.4 million and the write-off of debt issuance costs of $1.4 million.

Current wording

During the three months ended December 31, 2024, we recognized a net loss of $5.8 million related to the redemption of our outstanding 5.625% senior notes. The net loss included debt premiums paid of $4.4 million and the write-off of debt issuance costs of $1.4 million.

Previous wording

During the three and nine months ended June 30, 2025, we recognized expense (income) on swaps, net of $2.6 million and $(7.3) million, respectively, related to mark-to-market adjustments and settlements on our interest rate swaps.

Current wording

During the three months ended December 31, 2025 and 2024, we recognized income on swaps, net of $1.9 million and $15.4 million, respectively, related to mark-to-market adjustments and settlements on our interest rate swaps.

Previous wording

The effective income tax rate was 24.2% and 23.4% for thethree and nine months ended June 30, 2025, respectively, and 24.1% and 23.7% for thethree and nine months ended June 30, 2024, respectively.

Current wording

The effective income tax rate was 22.0% and 22.1% for thethree months ended December 31, 2025 and 2024, respectively.

Previous wording

Net sales for the Foodservice segment increased $109.4 million, or 19%, for the three months ended June 30, 2025, when compared to the prior year period. Egg product sales were up $87.3 million, or 17%, primarily driven by incremental HPAI pricing and 2% higher volumes. Sales of side dishes were up $7.5 million, or 11%, driven by 15% higher volumes primarily due to the inclusion of three months of PPI. Sales of all other products were up $14.6 million, primarily driven by protein-based shake sales.

Current wording

Net sales for the Foodservice segment increased $52.5 million, or 9%, for the three months ended December 31, 2025, when compared to the prior year period. Egg product sales were up $32.9 million, or 6%, driven by 7% higher volumes primarily due to improved customer service levels. Sales of side dishes were up $8.3 million, or 11%, driven by 12% higher volumes primarily due to the inclusion of three months of PPI. Sales of all other products were up $11.3 million, primarily driven by protein-based shake sales.

Previous wording

Segment profit for thenine months ended June 30, 2025 decreased $9.9 million, or 2%, when compared to the prior year period. This decrease was primarily driven by lower net sales, as previously discussed, partially offset by lower raw material costs of $35.0 million, lower advertising and consumer spending of $15.2 million and lower manufacturing costs of $9.3 million.

Current wording

Segment profit for the three months ended December 31, 2025 increased $6.2 million, or 26%, when compared to the prior year period, primarily driven by lower manufacturing costs of $4.0 million and lower raw material costs of $2.5 million.

Previous wording

Net sales for the Weetabix segment increased $1.8 million, or 1%, for the three months ended June 30, 2025, when compared to the prior year period, driven by a favorable foreign currency exchange impact of $7.6 million, partially offset by 3% lower volumes. Volumes decreased primarily due to the strategic exit of certain low-performing products and cereal category declines, partially offset by increases in protein-based shakes.

Current wording

Net sales for the Weetabix segment increased $10.3 million, or 8%, for thethree months ended December 31, 2025, when compared to the prior year period, driven by a favorable foreign currency exchange impact of $5.1 million and 2% higher volumes. Volumes increased due to higher protein-based shakes and branded product volumes.

Previous wording

Segment profit for the nine months ended June 30, 2025 increased $1.8 million, or 3%, when compared to the prior year period, driven by higher average net selling prices, as previously discussed, and lower freight costs of $5.1 million. These positive impacts were partially offset by higher raw material costs of $22.7 million.

Current wording

Segment profit for thethree months ended December 31, 2025 increased $5.8 million, or 36%, when compared to the prior year period, primarily driven by higher net sales, as previously discussed, and lower manufacturing costs of $1.6 million.

Previous wording

General corporate expenses and other increased$11.9 million, or 28%, for the three months ended June 30, 2025, when compared to the prior year period. This increase was primarily driven by increased restructuring and facility closure costs (including accelerated depreciation) of $6.2 million primarily related to our Post Consumer Brands segment, decreased net gains related to mark-to-market adjustments on economic hedges of $4.1 million and increasednet losses related to mark-to-market adjustments on equity security investments of $3.8 million.

Current wording

General corporate expenses and other increased $21.5 million, or 58%, for the three months ended December 31, 2025, when compared to the prior year period. This increase was primarily driven by higher restructuring and facility closure costs (including accelerated depreciation) of $19.4 million primarily related to our Post Consumer Brands segment andincreased net losses related to mark-to-market adjustments on economic hedges of $7.2 million (compared to net gains in the prior year period), partially offset by a gain of $9.7 million related to our sale of the Pasta Business.

Previous wording

We completed the following activities during the nine months ended June 30, 2025 (for additional information, see Notes 13 and 16 within “Notes to Condensed Consolidated Financial Statements”) impacting our liquidity and capital resources:

Current wording

We completed the following activities during the three months ended December 31, 2025 (for additional information, see Notes 14 and 17 within “Notes to Condensed Consolidated Financial Statements”) impacting our liquidity and capital resources:

Previous wording

•$600.0 million principal value issued of 6.250% senior notes;

Current wording

•$1,300.0 million principal value issued of 6.50% senior notes;

Previous wording

•$464.9 million principal value of our 5.625% senior notes redeemed at a premium of $4.4 million;

Current wording

•$1,235.0 million principal value of our 5.50% senior notes redeemed at a premium of $22.6 million;

Previous wording

•$400.0 million borrowed under our revolving credit facility provided for in our Credit Agreement (the “Revolving Credit Facility”); and

Current wording

•$185.0 million borrowed under our revolving credit facility (the “Revolving Credit Facility”) provided for under our second amended and restated credit agreement (as amended, restated or amended and restated the “Credit Agreement”);

Previous wording

•3.9 million shares of our common stock repurchased at an average share price of$112.02 per share and at a total cost, including accrued excise tax and broker’s commissions, of$438.2 million.

Current wording

•3.7 million shares of our common stock repurchased at an average share price of$101.57 per share and at a total cost, including accrued excise tax and broker’s commissions, of$382.2 million.

Previous wording

Short-term financing needs primarily consist of working capital requirements and interest payments on our long-term debt. Long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and other strategic transactions, repayment or refinancing of our long-term debt obligations and capital expenditures related to ongoing projects. We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases in open market transactions, privately negotiated transactions or otherwise. Additionally, we may seek to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Current wording

Short-term financing needs primarily consist of working capital requirements and interest payments on our long-term debt. Long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and other strategic transactions, repayment or refinancing of our long-term debt obligations and capital expenditures related to ongoing projects. We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases in open market transactions, privately negotiated transactions or otherwise. Additionally, we may continue to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Previous wording

Obligations under our Credit Agreement are unconditionally guaranteed by our existing and subsequently acquired or organized subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which included 8th Avenue and its subsidiaries prior to July 1, 2025) and are secured by security interests in substantially all of our assets and the assets of our subsidiary guarantors, but excluding, in each case, real property. These guarantees are subject to release in certain circumstances.

Current wording

Obligations under our Credit Agreement are unconditionally guaranteed by our existing and subsequently acquired or organized subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries) and are secured by security interests in substantially all of our assets and the assets of our subsidiary guarantors, but excluding, in each case, real property. The guarantees of our subsidiaries are subject to release in certain circumstances.

Previous wording

Our senior notes, other than certain of our senior notes described below, are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which included 8th Avenue and its subsidiaries prior to July 1, 2025). Our 6.25% senior secured notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, and our 6.375% and 6.250% senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of our existing and subsequently acquired or organized wholly-owned domestic subsidiaries that guarantee the Credit Agreement or certain of our other indebtedness (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which included 8th Avenue and its subsidiaries prior to July 1, 2025). These guarantees are subject to release in certain circumstances.

Current wording

Our senior notes, other than certain of our senior notes described below, are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries). Our 6.25% senior secured notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, and our 6.375% and 6.250% senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of our existing and subsequently acquired or organized wholly-owned domestic subsidiaries that guarantee the Credit Agreement or certain of our other indebtedness (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries). These guarantees are subject to release in certain circumstances.

Previous wording

Our 2.50% convertible senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing domestic subsidiaries that have guaranteed our other senior notes, which excludes certain immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries under our other senior notes indentures, which included 8th Avenue and its subsidiaries prior to July 1, 2025. If, after the date our 2.50% convertible senior notes were issued, any domestic wholly-owned subsidiary guarantees any of our existing senior notes or any other debt securities we may issue in the form of senior unsecured notes or convertible or exchangeable notes, then we must cause such subsidiary to become a guarantor for the 2.50% convertible senior notes as well.

Current wording

Our 2.50% convertible senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing domestic subsidiaries that have guaranteed our other senior notes, which excludes certain immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries under our other senior notes indentures. If, after the date our 2.50% convertible senior notes were issued, any domestic wholly-owned subsidiary guarantees any of our existing senior notes or any other debt securities we may issue in the form of senior unsecured notes or convertible or exchangeable notes, then we must cause such subsidiary to become a guarantor for the 2.50% convertible senior notes as well.

Previous wording

Cash provided by operating activities for the nine months ended June 30, 2025 increased $0.7 million compared to the prior year period. This increase was primarily driven by lower tax payments of $42.1 million and cash inflows related to fluctuations in timing of payments of trade payables within our Post Consumer Brands segment. These positive impacts were partially offset by cash outflows related to fluctuations in the timing of sales and collections of trade receivables within our Post Consumer Brands and Foodservice segments, higher interest payments of $37.2 million and larger inventory cash outflows in the current year period within our Post Consumer Brands segment.

Current wording

Cash provided by operating activities for the three months ended December 31, 2025 decreased $74.7 million compared to the prior year period. This decrease was primarily driven by cash outflows within our Post Consumer Brands and Foodservice segments related to fluctuations in timing of payments of trade payables and inventory purchases and higher interest payments of $16.6 million. These negative impacts were partially offset by cash inflows related to fluctuations in the timing of sales and collections of trade receivables within our Post Consumer Brands and Foodservice segments, higher net proceeds from the sale of equity securities of $38.5 million (compared to purchases in the prior year period) and lower tax payments of $8.7 million.

Previous wording

Cash used in investing activities for the nine months ended June 30, 2024 was $538.3 million, primarily driven by net cash payments of $248.1 million related to the Perfection and Deeside acquisitions and capital expenditures of $290.3 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.

Current wording

Cash provided by investing activities for the three months ended December 31, 2025 was $261.8 million, primarily driven by proceeds from the sale of the Pasta Business of $378.5 million, partially offset by capital expenditures of $116.4 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.

Previous wording

Cash used in investing activities for the nine months ended June 30, 2025 was $473.4 million, primarily driven by net cash payments of$124.4 million related to the PPI acquisition and capital expenditures of $360.5 million, partially offset by proceeds from the sale of property of $12.1 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.

Current wording

Cash used in investing activities for the three months ended December 31, 2024 was $128.3 million, primarily driven by capital expenditures of $139.0 million, partially offset by proceeds from the sale of property of $11.0 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.

Previous wording

Cash provided by financing activities for the nine months ended June 30, 2024 was $66.7 million. We received proceeds of$1,000.0 million from the issuance of our 6.25% senior secured notes and$645.0 million from borrowings under our Revolving Credit Facility. In addition, we received net proceeds of $0.9 million related to our structured share repurchase contract. We redeemed $459.3 million principal value of our 5.75% senior notes, repaid $69.1 million principal value of our 4.50% senior notes (net of$7.9 million in discounts), repaid$400.0 million principal value of our Fourth Incremental Term Loan, repaid$345.0 million under our Revolving Credit Facility and repaid$1.1 million principal value of our municipal bond, resulting in net repayments of debt of$1,266.6 million. We paid $248.7 million, including broker’s commissions, for the repurchase of shares of our common stock. In addition, we paid$19.9 million of debt issuance costs and deferred financing fees in connection with the issuance of our 6.25% senior secured notes and entry into the third amendment to our Credit Agreement and$4.4 million of debt premiums related to the redemption of our 5.75% senior notes.

Current wording

Cash used in financing activities for the three months ended December 31, 2025 was $395.8 million. We received proceeds of$1,300.0 million from the issuance of our 6.50% senior notes and$185.0 million from borrowings under our Revolving Credit Facility, redeemed$1,235.0 million principal value of our 5.50% senior notes and repaid $195.0 million under our Revolving Credit Facility. In addition, we paid $376.2 million, including broker’s commissions, for the repurchase of shares of our common stock, paid $15.2 million of debt issuance costs in connection with the issuance of our 6.50% senior notes and paid $22.6 million of debt premiums related to the redemption of our 5.50% senior notes.

Previous wording

Cash used in financing activities for the nine months ended June 30, 2025 was $47.3 million. We received proceeds of$600.0 million from the issuance of our 6.250% senior notes and$400.0 million from borrowings under our Revolving Credit Facility, redeemed$464.9 million principal value of our 5.625% senior notes and repaid $1.2 million principal value of our municipal bond. In addition, we paid $434.3 million, including broker’s commissions and excise tax payments, for the repurchase of shares of our common stock, paid $5.2 million of debt issuance costs in connection with the issuance of our 6.250% senior notes and paid $4.4 million of debt premiums related to the redemption of our 5.625% senior notes.

Current wording

Cash used in financing activities for the three months ended December 31, 2024 was $94.2 million. We received proceeds of$600.0 million from the issuance of our 6.250% senior notes and redeemed $464.9 million principal value of our 5.625% senior notes. In addition, we paid $175.1 million, including broker’s commissions, for the repurchase of shares of our common stock, paid$5.2 million of debt issuance costs in connection with our issuance of our 6.250% senior notes and paid$4.4 million of debt premiums related to the redemption of our 5.625% senior notes.

Previous wording

•disruptions or inefficiencies in our supply chain, tariffs, inflation, labor shortages, public health crises, climatic events, HPAI and other agricultural diseases and pests, fires and other events beyond our control;

Current wording

•disruptions or inefficiencies in our supply chain, tariffs, inflation, highly pathogenic avian influenza and other agricultural diseases and pests, labor shortages, public health crises, weather events and fires and other events beyond our control;

Previous wording

•our and our customers’ ability to compete in our respective product categories, including the success of pricing, advertising and promotional programs and the ability to anticipate and respond to changes in consumer and customer preferences and behaviors;

Current wording

•our and our customers’ ability to compete in our respective product categories, including the success of pricing, advertising and promotional programs, declines in demand for our products and the ability to anticipate and respond to changes in consumer and customer preferences and behaviors;

Previous wording

•our ability to successfully implement business strategies to reduce costs;

Current wording

•our ability to successfully implement business strategies to reduce costs or optimize our network;

Previous wording

•impacts of compliance with existing and changing laws and regulations;

Current wording

•compliance with new, existing and changing laws and regulations;

Previous wording

•our ability to identify, complete and integrate or otherwise effectively execute acquisitions or other strategic transactions;

Current wording

•our ability to identify, complete and integrate or otherwise effectively execute acquisitions, including 8th Avenue and the pet food assets and operations acquired in April 2023 and December 2023, or other strategic transactions;

Previous wording

•impairment in the carrying value of goodwill, other intangibles or long-lived assets;

Current wording

•impairment in the carrying value of goodwill, other intangibles or long-lived assets or changes in critical accounting estimates;

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Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

During the three months ended December 31, 2025, we recognized a net loss of $17.5 million related to the redemption of our outstanding 5.50% senior notes. The net loss included debt premiums paid of $22.6 million and the write-off of debt issuance costs of $4.4 million, partially offset by the write-off of unamortized premiums of $9.5 million.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Interest expense, net increased $22.7 million, or 10%, during the nine months ended June 30, 2025, when compared to the prior year period. This increase was driven by higher average outstanding principal amounts of debt and a higher weighted-average interest rate, partially offset by higher interest income compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.3% and 5.1% for the nine months ended June 30, 2025 and 2024, respectively.