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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): May 29, 2024
postholdingslogoa27.jpg
Post Holdings, Inc.
(Exact name of registrant as specified in its charter)
Missouri001-3530545-3355106
(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: (314) 644-7600
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per sharePOSTNew 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. ☐


Item 7.01.    Regulation FD Disclosure.
In a press release dated May 29, 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 avian influenza incidents at certain of the Company’s Michael Foods third-party contracted egg-laying facilities.
In addition, in the Press Release, the Company affirmed its fiscal year 2024 financial outlook that it provided on May 2, 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
104Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

2

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: May 29, 2024
Post Holdings, Inc.
(Registrant)
By:
/s/ Matthew J. Mainer
Name:
Matthew J. Mainer
Title:
Senior Vice President, Chief Financial Officer and Treasurer


3

Exhibit 99.1
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Post Holdings Reports Avian Influenza at Third-Party Contracted Facilities and Affirms Fiscal Year 2024 Adjusted EBITDA Outlook

St. Louis – May 29, 2024 - Post Holdings, Inc. (NYSE:POST), a consumer packaged goods holding company, today provided information regarding avian influenza incidents at two of Michael Foods’ third-party contracted egg-laying facilities. Post also affirmed its non-GAAP Adjusted EBITDA guidance for fiscal year 2024.
Avian Influenza Discussion
Michael Foods’ third-party contracted egg-laying flocks in Minnesota and Iowa tested positive for avian influenza. The facilities house approximately 5.7 million egg-laying hens, or approximately 14% of Post’s controlled supply, inclusive of owned and third-party contracted farms.
Fiscal Year 2024 Outlook
Post management affirmed its outlook for fiscal year 2024 Adjusted EBITDA of $1,335-$1,375 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 and equity securities, 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. 


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 2024. 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 incidents 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:
Investor Relations
Daniel O’Rourke
daniel.orourke@postholdings.com
(314) 806-3959
Media Relations
Tara Gray
tara.gray@postholdings.com
(314) 644-7648


v3.24.1.1.u2
Cover Page Document
May 29, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 29, 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
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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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