Form 8-K - Current report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2024

Post Holdings, Inc.
(Exact name of registrant as specified in its charter)

Missouri			001-35305						45-3355106
(State or other jurisdiction of incorporation)			(Commission File Number)						(IRS Employer Identification No.)

2503 S. Hanley Road

St. Louis, Missouri 63144

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: [phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value per share			POST			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 7.01.    Regulation FD Disclosure.

In a press release dated December 9, 2024, a copy of which is attached hereto as Exhibit 99.1 (the “Press Release”), and the text of which is incorporated herein by reference, Post Holdings, Inc. (the “Company”) provided information regarding an avian influenza incident at one of the Company’s Michael Foods third-party contracted egg-laying facilities.

In addition, in the Press Release, the Company affirmed its fiscal year 2025 financial outlook that it provided on November 14, 2024.

This Item 7.01, including Exhibit 99.1 incorporated by reference herein, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are sometimes identified from the use of forward-looking words such as “believe,” “should,” “could,” “potential,” “continue,” “expect,” “project,” “estimate,” “predict,” “anticipate,” “aim,” “intend,” “plan,” “forecast,” “target,” “is likely,” “will,” “can,” “may” or “would” or the negative of these terms or similar expressions elsewhere in this Item 7.01, including Exhibit 99.1 incorporated by reference herein. All forward-looking statements are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. All information included in this Item 7.01, including Exhibit 99.1 incorporated by reference herein, is presented as of the date of this Current Report on Form 8-K and represents the Company’s judgment as of the date of this Current Report on Form 8-K, and the Company does not undertake any obligation to correct or update such information in the future.

The information contained in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Press Release dated December 9, 2024
104			Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 9, 2024			Post Holdings, Inc.
			(Registrant)
			By:			/s/ Matthew J. Mainer
			Name:			Matthew J. Mainer
			Title:			Executive Vice President, Chief Financial Officer and Treasurer

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Exhibit 99.1

Post Holdings Reports Avian Influenza at Third-Party Contracted Facility and Affirms Fiscal Year 2025 Adjusted EBITDA Outlook

ST. LOUIS – December 9, 2024 - Post Holdings, Inc. (NYSE:POST), a consumer packaged goods holding company, today provided information regarding an avian influenza incident at one of Michael Foods’ third-party contracted egg-laying facilities. Post also affirmed its non-GAAP Adjusted EBITDA guidance for fiscal year 2025.

Avian Influenza Discussion

A Michael Foods third-party contracted egg-laying flock in Iowa tested positive for avian influenza. The facility houses approximately 4.5 million egg-laying hens, or approximately 12% of Post’s controlled supply, inclusive of owned and third-party contracted farms.

Fiscal Year 2025 Outlook

Post management affirmed its outlook for fiscal year 2025 Adjusted EBITDA of $1,410-$1,460 million, as Post management believes the related financial impact is within the tolerances of the range. The guidance range does not incorporate a significant expansion of avian influenza within Post’s network, the impact of which is uncertain.

The APHIS division of the USDA and individual states track and report individual incidents of avian influenza. Post does not expect to provide additional updates on specific incidents unless the cumulative effect of subsequent incidents exceeds an additional 5% of Post’s controlled supply.

Post provides Adjusted EBITDA guidance only on a non-GAAP basis and does not provide a reconciliation of its forward-looking Adjusted EBITDA non-GAAP guidance measure to the most directly comparable GAAP measure due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including adjustments that could be made for income/expense on swaps, net, gain/loss of extinguishment of debt, net, integration and transaction costs, mark-to-market adjustments on commodity and foreign exchange hedges, mark-to-market adjustments and impairments on equity securities and investments, equity method investment adjustment and other charges reflected in Post’s reconciliations of historical numbers, the amounts of which, based on historical experience, could be significant. For additional information regarding Post’s non-GAAP measure, see the related explanation presented under “Post’s Use of Non-GAAP Measure.”

Post’s Use of Non-GAAP Measure

Post uses Adjusted EBITDA, a non-GAAP measure, to supplement the financial measures prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). Adjusted EBITDA is not prepared in accordance with U.S. GAAP, as it excludes certain items, and may not be comparable to similarly-titled measures of other companies. Management uses Adjusted EBITDA as a key metric in the evaluation of underlying company and segment performance, in making financial, operating and planning decisions and, in part, in the determination of bonuses for its executive officers and employees. Additionally, Post is required to comply with certain covenants and limitations that are based on variations of EBITDA in its financing documents. Management believes the use of this non-GAAP measure provides increased transparency and assists investors in understanding the underlying operating performance of Post and its segments and in the analysis of ongoing operating trends.

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Prospective Financial Information

Prospective financial information is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the prospective financial information described above will not materialize or will vary significantly from actual results. For further discussion of some of the factors that may cause actual results to vary materially from the information provided above, see “Forward-Looking Statements” below. Accordingly, the prospective financial information provided above is only an estimate of what Post’s management believes is realizable as of the date of this release. It also should be recognized that the reliability of any forecasted financial data diminishes the farther in the future that the data is forecasted. In light of the foregoing, the information should be viewed in context and undue reliance should not be placed upon it.

Reliance on Third-Party Information

With respect to the references to APHIS and state tracking systems of avian influenza, Post acknowledges that such third parties make no representation or warranty concerning the content, accuracy, completeness, availability or timeliness of any information contained therein. Post makes no representation or warranty regarding the accuracy, completeness or reliability of any schedule, report or other information provided by such third parties. Post has not independently verified any of the data from third-party sources nor has it ascertained the underlying facts on which such data is based.

Forward-Looking Statements

Certain matters discussed in this press release are forward-looking statements. These forward-looking statements are made based on known events and circumstances at the time of release, and as such, are subject to uncertainty and changes in circumstances. These forward-looking statements include Post’s Adjusted EBITDA outlook for fiscal year 2025. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. These risks and uncertainties include the recent avian influenza outbreak in the U.S. and the impact of the avian influenza incident described above on Post’s financial results and other risks and uncertainties described in Post’s filings with the Securities and Exchange Commission. These forward-looking statements represent Post’s judgment as of the date of this release. Post disclaims, however, any intent or obligation to update these forward-looking statements. All forward-looking statements in this release are qualified in their entirety by this cautionary statement.

About Post Holdings, Inc.

Post Holdings, Inc., headquartered in St. Louis, Missouri, is a consumer packaged goods holding company with businesses operating in the center-of-the-store, refrigerated, foodservice and food ingredient categories. Its businesses include Post Consumer Brands, Weetabix, Michael Foods and Bob Evans Farms. Post Consumer Brands is a leader in the North American ready-to-eat cereal and pet food categories and also markets Peter Pan® peanut butter. Weetabix is home to the United Kingdom’s number one selling ready-to-eat cereal brand, Weetabix®. Michael Foods and Bob Evans Farms are leaders in refrigerated foods, delivering innovative, value-added egg and refrigerated potato side dish products to the foodservice and retail channels. Post participates in the private brand food category through its ownership interest in 8th Avenue Food & Provisions, Inc. For more information, visit www.postholdings.com.

Contact:

Media Relations

Tara Gray

[e-mail]

[phone]

Investor Relations

Daniel O’Rourke

[e-mail]

[phone]

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Cover Page Document	Dec. 09, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 09, 2024
Entity Registrant Name	Post Holdings, Inc.
Entity Incorporation, State or Country Code	MO
Entity File Number	001-35305
Entity Tax Identification Number	45-3355106
Entity Address, Address Line One	2503 S. Hanley Road
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63144
City Area Code	314
Local Phone Number	644-7600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	POST
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001530950
Document Fiscal Year Focus
Document Fiscal Period Focus
Amendment Flag	false

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