Post Holdings, Inc.

Previous 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.

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 “Business Divestitures” below within this section). 8th Avenue is reported in our Post Consumer Brands segment.

Previous 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:

Current 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:

Previous 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.

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. In addition, we anticipate that any future modifications to 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. In February 2026, the United States Supreme Court ruled against certain of these tariffs that had been put in place during fiscal 2025, and we anticipate collecting certain refunds, although such refunds are not expected to be material. Finally, the conflict in Iran has had, and may continue to have, an adverse impact on energy and freight costs. Our businesses have been, and may continue to be, negatively impacted by escalating energy and fuel prices, which have increased certain input costs. We expect certain of these input costs to remain elevated as a result of the ongoing conflict. Future inflationary pressures, including tariffs and escalating energy and fuel prices due to the ongoing conflict in Iran, 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 $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.

Current wording

Net sales increased $90.8 million, or 5%, during the three months ended March 31, 2026, when compared to the prior year period, as a result of higher net sales across all segments.

Previous 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.

Current wording

Operating profit increased $29.7 million, or 16%, during the three months ended March 31, 2026, when compared to the prior year period, driven by higher segment profit within our Foodservice, Refrigerated Retail and Weetabix segments, partially offset by higher general corporate expenses and lower segment profit within our Post Consumer Brands segment.

Previous 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.

Current wording

Interest expense, net increased $18.7 million, or 21%, during the three months ended March 31, 2026, when compared to the prior year period. This increase was driven by higher average outstanding principal amounts of debt, a higher weighted-average interest rate and lower interest income compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.5% and 5.3% for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

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.

Current wording

During the six months ended March 31, 2026, 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.

Previous 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.

Current wording

During the six months ended March 31, 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.

Previous 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.

Current wording

During the three and six months ended March 31, 2026, we recognized income on swaps, net of $1.7 million and $3.6 million, respectively, related to mark-to-market adjustments and settlements on our interest rate swaps.

Previous wording

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

Current wording

The effective income tax rate was 25.6% and 23.7% for the three and six months ended March 31, 2026, respectively, and 24.3% and 22.9% for the three and six months ended March 31, 2025, respectively.

Previous wording

We evaluate each segment’s performance based on its segment profit, which for all segments is its earnings/loss before income taxes and equity method earnings/loss before impairment of property, goodwill and other intangible assets, facility closure related costs, restructuring expenses, gain/loss on assets and liabilities held for sale, gain/loss on sale of businesses and facilities, demolition and site remediation costs related to unused facilities, gain on/adjustment to bargain purchase, interest expense and other unallocated corporate income and expenses.

Current wording

We evaluate each segment’s performance based on its segment profit, which for all segments is its earnings/loss before income taxes and equity method earnings/loss before impairment of property, goodwill and other intangible assets, facility closure related costs, restructuring expenses, loss on amounts held for sale, gain/loss on sale of businesses and facilities, demolition and site remediation costs related to unused facilities, gain on/adjustment to bargain purchase, interest expense and other unallocated corporate income and expenses.

Previous wording

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 wording

Net sales for the Post Consumer Brands segment increased $196.9 million, or 10%, for thesix months ended March 31, 2026, when compared to the prior year period, driven by the inclusion of six months of 8th Avenue net sales of $362.2 million. Nut butters product sales were up $158.4 million, or 325%, primarily due to the inclusion of six months of 8th Avenue. Cereal and granola product sales were up $26.8 million, or 3%, driven by the inclusion of six months of 8th Avenue, partially offset by category declines and lower promotional activity. Pet food product sales were down $134.9 million, or 16%, driven by 10% lower volumes and lower average net selling prices. Pet food volumes decreased primarily due to distribution losses, lapping prior year shifts in customer inventory levels 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 $146.6 million, driven by the inclusion of six months of 8th Avenue.

Previous wording

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 wording

Segment profit for thesix months ended March 31, 2026 decreased $4.3 million, or 2%, when compared to the prior year period. This decrease was driven by higher product costs of $198.3 million (which was primarily driven by the inclusion of six months of 8th Avenue product costs of $303.0 million, partially offset by lower pet food volumes) and higher warehousing costs of $12.0 million. These negative impacts were partially offset by higher net sales, as previously discussed, lower advertising and consumer spending of $20.1 million and lower integration costs of $13.4 million.

Previous 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.

Current wording

Net sales for the Foodservice segment increased $19.5 million, or 3%, for the three months ended March 31, 2026, when compared to the prior year period. Sales of side dishes were up $10.4 million, or 16%, driven by 17% higher volumes primarily due to the inclusion of two incremental months of PPI. Egg product sales were up $5.3 million, or 1%, driven by 6% higher volumes primarily due to improved customer service levels, partially offset by lower average net selling prices primarily due to a reduction in HPAI pricing. Sales of all other products were up $3.8 million, primarily driven by protein-based shake sales.

Previous wording

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 wording

Net sales for the Refrigerated Retail segment increased $10.7 million, or 2%, for the six months ended March 31, 2026, when compared to the prior year period. Sales of side dishes increased $14.7 million, or 6%, driven by 7% higher volumes primarily due to new private label product introductions and shifting Easter demand into the second quarter of fiscal 2026 (compared to the third quarter of fiscal 2025). Sausage sales increased $4.5 million, or 5%, on 2% lower volumes, driven by higher average net selling prices due to prior year price increases. Egg product sales were down $4.9 million, or 6%, on 2% lower volumes, driven by lower average net selling prices primarily due to unfavorable product mix. Cheese and other dairy product sales decreased $2.6 million, or 3%, driven by 3% lower volumes. Sales of all other products were down $1.0 million.

Previous wording

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 wording

Segment profit for the three months ended March 31, 2026 increased $5.9 million, or 36%, when compared to the prior year period, primarily driven by higher net sales, as previously discussed, and lower raw material costs of $3.7 million.

Previous 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.

Current wording

Segment profit for the six months ended March 31, 2026 increased $12.1 million, or 30%, when compared to the prior year period, primarily driven by higher net sales, as previously discussed, lower raw material costs of $6.2 million and lower manufacturing costs of $3.1 million.

Previous 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.

Current wording

Net sales for the Weetabix segment increased $14.7 million, or 6%, on flat volumes for thesix months ended March 31, 2026, when compared to the prior year period, primarily driven by a favorable foreign currency exchange impact of $14.1 million.

Previous 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.

Current wording

General corporate expenses and other increased $33.8 million, or 35%, for the six months ended March 31, 2026, when compared to the prior year period. This increase was primarily driven by a loss of $28.3 million on amounts held for sale related to our Crystal Farms Business and higher restructuring and facility closure costs (including accelerated depreciation) of $21.8 million primarily related to our Post Consumer Brands segment. These negative impacts were partially offset by a gain of $9.7 million related to our sale of the Pasta Business, net gains related to mark-to-market adjustments on equity security investments of $8.3 million (compared to net losses in the prior year period) and higher net gains related to mark-to-market adjustments on economic hedges of $8.2 million.

Previous 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:

Current wording

We completed the following activities during the six months ended March 31, 2026 (for additional information, see Notes 14 and 17 within “Notes to Condensed Consolidated Financial Statements”) impacting our liquidity and capital resources:

Previous 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”);

Current wording

•$320.0 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

•$195.0 million repaid under our Revolving Credit Facility; and

Current wording

•$760.0 million repaid under our Revolving Credit Facility; and

Previous 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.

Current wording

•7.0 million shares of our common stock repurchased at an average share price of$100.76 per share and at a total cost, including accrued excise tax and broker’s commissions, of$716.5 million.

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). 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.

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, by each of our existing and subsequently acquired or organized 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

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.

Current wording

Cash provided by operating activities for the six months ended March 31, 2026 increased $6.9 million compared to the prior year period. This increase was primarily driven 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 proceeds from the sale of equity security investments of $55.3 million (compared to purchases in the prior year period) and lower tax payments of $11.6 million. These positive impacts were partially offset by cash outflows related to fluctuations in timing of payments of trade payables within our Post Consumer Brands segment, inventory purchases within our Foodservice and Post Consumer Brands segments and higher interest payments of $27.0 million.

Previous 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.

Current wording

Cash provided by investing activities for the six months ended March 31, 2026 was $172.7 million, primarily driven by proceeds from the sale of the Pasta Business of$378.5 million, partially offset by capital expenditures of $207.7 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 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.

Current wording

Cash used in investing activities for the six months ended March 31, 2025 was $342.2 million, primarily driven by net cash payments of $124.3 million related to the PPI acquisition and capital expenditures of $229.5 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.

Previous 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.

Current wording

Cash used in financing activities for the six months ended March 31, 2026 was $561.6 million. We received proceeds of$1,300.0 million from the issuance of our 6.50% senior notes,$600.0 million from the additional issuance of our 6.250% senior notes and$320.0 million from borrowings under our Revolving Credit Facility. Weredeemed$1,235.0 million principal value of our 5.50% senior notes, repaid $760.0 million under our Revolving Credit Facility and repaid $1.2 million principal value of our municipal bond. In addition, we paid $711.7 million, including broker’s commissions and excise tax payments, for the repurchase of shares of our common stock, paid $19.2 million of debt issuance costs in connection with the issuance of our 6.50% senior notes and the additional issuance of our 6.250% senior notes, paid $22.6 million of debt premiums related to the redemption of our 5.50% senior notes and received $4.5 million of debt premiums from the additional issuance of our 6.250% senior notes.

Previous 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.

Current wording

Cash used in financing activities for the six months ended March 31, 2025 was $292.7 million. We received proceeds of$600.0 million from the issuance of our 6.250% senior notes, 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 $375.1 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.

Previous 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;

Current wording

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

Previous wording

•costs associated with the obligations of Bob Evans Farms, Inc. (“Bob Evans”) in connection with the sale of its restaurants business, including certain indemnification obligations and Bob Evans’s payment and performance obligations as a guarantor for certain leases;

Current wording

•costs associated with the obligations of Bob Evans Farms, Inc. (“Bob Evans”) in connection with the 2017 sale of its restaurants business, including certain indemnification obligations and Bob Evans’s payment and performance obligations as a guarantor for certain leases;