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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, ~~2023~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number: 1-35305

______________________

POST HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_______________________


Missouri									45-3355106
(State or other jurisdiction of incorporation or organization)									(I.R.S. 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

_______________________

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	POST	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

_______________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant as of March 31, ~~2023~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $45,~~743~~759,~~630~~346,~~588~~648.

Number of shares of Common Stock, $0.01 par value, outstanding as of November 1317, ~~2023~~2025: 6052,~~354~~154,~~354~~798

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’s definitive proxy statement for its ~~2024~~2026 annual meeting of shareholders, to be filed with the Securities and Exchange Commission within 120 days after September 30, ~~2023~~2025, are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

Cautionary Statement on Forward-Looking Statements		1
Risk Factors Summary		3
PART I
Item 1.	Business	5
Item 1A.	Risk Factors	1513
Item 1B.	Unresolved Staff Comments	3632
Item 1C.	Cybersecurity	3632
Item 2.	Properties	3634
Item 3.	Legal Proceedings	3735
Item 4.	Mine Safety Disclosures	3735
PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	3836
Item 6.	[Reserved]	3937
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4038
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5448
Item 8.	Financial Statements and Supplementary Data	5650
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	~~110~~99
Item 9A.	Controls and Procedures	~~110~~99
Item 9B.	Other Information	~~110~~99
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~110~~100
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~111~~100
Item 11.	Executive Compensation	~~111~~100
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	~~111~~100
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~111~~101
Item 14.	Principal Accountant Fees and Services	~~111~~101
PART IV
Item 15.	Exhibits and Financial Statement Schedules	~~111~~101
Item 16.	Form 10-K Summary	~~115~~105
Signatures		~~116~~106

Table of Contents

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are made throughout this report. 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 report. Our financial condition, results of operations and cash flows may differ materially from the forward-looking statements in this report. Such statements are based on management’s current views and assumptions and involve risks and uncertainties that could affect expected results. Those risks and uncertainties include, but are not limited to, the following:

•consumer and customer reaction to our pricing actions;

•changes in economic conditions, financial instability, disruptions in capital and credit markets, changes in interest rates and fluctuations in foreign currency exchange rates;

•volatility in the cost or availability of inputs to our businesses (including raw materials, energy and other supplies and freight);

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

•~~our~~changes ~~ability~~in toeconomic ~~hire~~conditions, ~~and~~financial ~~retain talented personnel~~instability, ~~leaves~~disruptions ofin ~~absence~~capital ofand ~~key~~credit ~~employees~~markets, ~~increases~~changes in ~~labor-related~~interest ~~costs,~~rates ~~employee~~and ~~safety,~~fluctuations ~~labor~~in ~~strikes,~~foreign ~~work~~currency ~~stoppages~~exchange ~~and unionization efforts~~rates;

•our ~~reliance~~and onour ~~third~~customers’ ~~parties~~ability ~~for~~to compete in our respective product categories, including the ~~manufacture~~success of ~~many~~pricing, ofadvertising 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;

•our ability to hire and retain talented personnel, increases in labor-related costs, employee safety, labor strikes, work stoppages, unionization efforts and other labor disruptions;

•our high leverage, our ability to obtain additional financing and service our outstanding debt (including covenants restricting the operation of our businesses) and a potential downgrade in our credit ratings;

•our ~~and our private brand customers’~~ ability to ~~compete~~successfully inimplement ~~their~~business ~~product~~strategies ~~categories, including the success of pricing, advertising and promotional programs and the ability~~ to ~~anticipate~~reduce ~~and~~costs ~~respond~~or tooptimize ~~changes~~our ~~in consumer and customer preferences and behaviors~~network;

•the success of new product introductions;

•allegations that our products cause injury or illness, product recalls and withdrawals, product liability claims and other related litigation;

•~~compliance~~the ~~with~~success ~~existing~~of ~~and~~new ~~changing~~product ~~laws and regulations~~introductions;

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

•our reliance on third parties and others for the manufacture of many of our products;

•costs, business disruptions and reputational damage associated with information technology failures, cybersecurity incidents, information security breaches or enterprise resource planning system implementations;

•the impact of litigation;

•our ability to ~~complete the acquisition of substantially all of the assets of Perfection Pet Foods~~identify, ~~LLC~~complete ~~(“Perfection”),~~and ~~successfully~~ integrate ~~the~~or ~~pet~~otherwise ~~food~~effectively ~~assets~~execute ~~and~~acquisitions, ~~operations~~including ~~recently~~8th ~~acquired~~Avenue ~~from~~Food ~~The~~& J.Provisions, MInc. ~~Smucker Company~~ (“~~Smucker,”~~8th ~~and the assets and operations acquired, “Pet Food~~Avenue”) (and ~~the~~including, ~~assets~~if ~~from~~ the ~~pending~~sale ~~Perfection~~of ~~acquisition,~~8th ~~deliver~~Avenue’s onpasta ~~the~~business ~~expected~~is ~~financial~~not ~~contribution~~completed, ~~cost~~such ~~savings~~pasta business) and ~~synergies~~the ~~from~~pet ~~these~~food ~~acquisitions~~assets and ~~maintain~~operations ~~relationships~~acquired ~~with~~in ~~employees,~~April ~~customers~~2023 and ~~suppliers~~December ~~for the acquired businesses~~2023, ~~while~~or ~~maintaining~~other ~~focus~~strategic ~~on our pre-acquisition businesses~~transactions;

•our and Smucker’s ability to comply with certain ancillary agreements associated with the Pet Food acquisition;

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

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

•differences in our actual operating results from any of our guidance regarding our future performance;

•impairment in the carrying value of goodwill or other intangibles;

•risks related to the intended tax treatment of our divestitures of our interest in BellRing Brands, Inc.;

•the loss of, a significant reduction of purchases by or the bankruptcy of a major customer;

•~~costs,~~differences ~~business~~in ~~disruptions~~our ~~and~~actual ~~reputational~~operating ~~damage~~results ~~associated~~from ~~with~~any ~~cybersecurity~~of ~~incidents,~~our ~~information~~guidance ~~technology~~regarding ~~failures~~our orfuture ~~information security breaches~~performance;

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

•risks associated with our international businesses;

•business disruption or other losses resulting from changes in governmental administrations or regulatory priorities, political instability, terrorism, war or armed hostilities or geopolitical tensions;

•risks related to the intended tax treatment of our divestitures of our interest in BellRing Brands, Inc. (“BellRing”);

•our ability to protect our intellectual property and other assets and to license third-party intellectual property;

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•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;

•our ability to protect our intellectual property and other assets and to license third-party intellectual property;

•risks associated with our international businesses;

•business disruption or other losses from political instability, terrorism, war or armed hostilities or geopolitical tensions;

•changes in critical accounting estimates;

•losses or increased funding and expenses related to our qualified pension or other postretirement plans;

•conflicting interests or the appearance of conflicting interests resulting from any of our directors ~~and~~or officers also serving as directors or officers of other companies; and

•other risks and uncertainties included under “Risk Factors” in Item 1A of this report.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that ~~the~~ future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations.

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RISK FACTORS SUMMARY

We are subject to a variety of risks and uncertainties, including ~~operating~~business and ~~market~~operating risks, industry risks, strategic risks, financial risks, legal, regulatory and ~~regulatory~~sustainability risks and certain general risks, which could have a material adverse ~~effect~~impact on our businesses, financial condition, results of operations and cash flows. Risks that we deem material are described under “Risk Factors” in Item 1A of this report. These risks include, but are not limited to, the following:

•~~Measures~~Increased ~~taken~~costs tofor ~~offset the impact of adverse macroeconomic conditions to maintain~~ our ~~profitability~~inputs, including ~~increasing~~ingredients, ~~prices~~packaging, energy or ~~decreasing~~other ~~product~~supplies, ~~sizes~~or freight, ~~may~~or belimited ~~ineffective,~~availability ~~inadequate~~of orsuch ~~unavailable~~inputs or ~~may~~freight, ~~otherwise~~could ~~adversely~~negatively ~~affect~~impact our businesses, financial condition, results of operations orand cash flows.

•~~Deterioration~~Agricultural ofdiseases ~~general macroeconomic conditions, including periods of inflation, rising interest rates, volatility in capital markets, an economic recession~~ or ~~economic~~pests ~~uncertainty,~~ could harm our businesses, financial condition, results of operations and cash flows.

•~~Increased~~Disruption ~~costs~~of ~~for~~our ~~raw~~supply ~~materials,~~chain ~~energy~~could ~~and~~have ~~other~~an ~~supplies,~~adverse ~~or limited availability of such inputs, could negatively~~ impact on our businesses, financial condition, results of operations and cash flows.

•~~Disruption~~Adverse ofmacroeconomic ~~our~~conditions, ~~supply~~geopolitical ~~chain~~events ~~could~~or ~~have~~tensions, anwar ~~adverse~~or ~~effect~~armed onhostilities, changes in governmental administrations or regulatory priorities or other events resulting in economic or financial market volatility or uncertainty or business disruption could harm our businesses, financial condition, results of operations and cash flows.

•WeOur ~~may~~Post ~~not~~Consumer beBrands ~~able~~and toWeetabix segments operate ~~successfully~~in ifthe wemature ~~lose~~ready-to-eat cereal category, and the ~~services~~continued weakening of ~~key~~this ~~employees~~category orcould ~~are~~materially ~~unable~~adversely toaffect ~~recruit,~~our ~~hire~~businesses, ~~retain~~financial ~~and~~condition, ~~develop~~results aof ~~qualified~~operations and ~~diverse~~cash ~~workforce~~flows.

•We are currently dependent upon third parties for the supply of materials for and the manufacture of many of our products. Our businesses could suffer as a result of a third party’s inability to supply materials for our products or produce our products for us on time or to our specifications.

•We have substantial debt and high leverage, which could have a negative impact on our financing options and liquidity position and could adversely affect our businesses.

•Despite our current level of indebtedness, we may be able to incur substantially more debt, which could further exacerbate the risks related to our debt and leverage.

•The agreements governing our debt, including the indentures governing our senior notes, contain, or may in future financings contain, various covenants that limit our ability to take certain actions and also require us to meet financial maintenance tests, and failure to comply with these covenants could have a material adverse effect on us.

•We operate in categories with strong competition.

•United States and global capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing and disrupt the operations of our suppliers, third-party manufacturers, customers, distributors or financial institutions.

•Our financial results may be adversely affected by increases in freight costs or limited freight carrier availability.

•We must identify changing consumer and customer preferences and behaviors and develop and offer products to meet these preferences and behaviors.

•We may not be able to operate successfully if we are unable to recruit, hire, retain and develop a qualified workforce or if we lose the services of key employees.

•We have substantial debt and high leverage, which could have a negative impact on our financing options and liquidity position and could adversely affect our businesses.

•Despite our current level of indebtedness, we may be able to incur substantially more debt, which could further exacerbate the risks related to our debt and leverage.

•Unsuccessful implementation of business strategies to improve operating efficiency or reduce costs, or unintended consequences of the implementation of such strategies, may adversely affect our businesses, strategic plans, financial condition, results of operations and cash flows.

•Our sales and profit growth are dependent upon our ability to expand existing market penetration, enter into new markets and enhance our product portfolio with innovative and profitable products.

•Violations of laws or regulations, as well as new laws or regulations or changes to existing laws or regulations or to interpretations thereof, could adversely affect our businesses.

•If our products become adulterated or contaminated, or if they are misbranded or mislabeled, we might need to recall or withdraw those items and may experience product liability claims if consumers or their pets are injured.

•Damage to our reputation could adversely impact our businesses, financial condition, results of operations and cash flows.

•~~Violations~~Technology offailures ~~laws~~ or ~~regulations,~~cybersecurity asincidents ~~well~~could asdisrupt ~~new~~our ~~laws~~operations orand ~~regulations~~negatively orimpact ~~changes to existing laws or regulations or to interpretations thereof, could adversely affect~~ our businesses.

•~~Agricultural~~United ~~diseases~~States orand ~~pests~~global capital and credit market issues could ~~harm~~negatively affect our ~~businesses~~liquidity, ~~financial~~increase ~~condition,~~our ~~results~~costs of ~~operations~~borrowing and ~~cash~~disrupt ~~flows~~the operations of customers, third parties in our supply chain or financial institutions.

•Pending and future litigation may impair our reputation or cause us to incur significant costs.

•Our business strategy depends upon us identifying and completing additional acquisitions and other strategic transactions. We may not be ~~unable~~able to successfully ~~integrate~~consummate ~~the~~favorable ~~Pet~~strategic ~~Food~~transactions ~~operations~~in ~~and realize~~ the ~~anticipated~~future. ~~benefits~~Our ofcorporate ~~the~~development ~~acquisition,~~activities oralso ~~the~~may ~~parties~~have ~~may~~an beadverse ~~unable~~impact toon ~~fulfill~~our ~~their~~businesses, ~~obligations~~financial ~~under~~condition, ~~agreements~~results ~~related~~of tooperations ~~the~~and ~~acquisition.~~cash flows.

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•~~Our~~We ~~announced~~may ~~acquisition~~experience ofdifficulties ~~Perfection~~in isintegrating ~~subject~~acquired tobusinesses ~~the~~or ~~satisfaction~~encounter ofother ~~various~~challenges ~~closing~~as ~~conditions~~a ~~and~~result ~~may~~of ~~not~~these ~~be consummated~~transactions, ~~which~~or ~~could~~acquisitions ~~adversely~~may ~~impact~~not ~~our~~perform ~~businesses,~~as ~~financial~~expected. ~~condition~~In addition, ~~results~~any ofequity ~~operations~~investments ~~and~~we ~~cash~~hold ~~flows~~or ~~and~~make in the ~~price~~future ofmay ~~our~~subject ~~common~~us ~~stock~~to additional risks.

•~~Our~~The ~~business~~loss ~~strategy~~of, ~~depends~~a ~~upon~~significant usreduction ~~identifying~~of ~~and~~purchases ~~completing~~by ~~additional~~or ~~acquisitions~~the ~~and~~bankruptcy ~~other~~of ~~strategic~~any ~~transactions.~~of Weour ~~may~~major ~~not~~customers, beor ~~able~~changes ~~to successfully consummate favorable strategic transactions~~ in the ~~future.~~competitive ~~Our~~or ~~corporate~~operating ~~development~~landscape ~~activities~~facing ~~also~~our customers, may ~~have~~adversely anaffect ~~adverse impact on~~ our businesses, financial condition, results of operations and cash flows.

•We may experience difficulties in integrating acquired businesses, or acquisitions may not perform as expected.

•Unsuccessful implementation of business strategies to reduce costs, or unintended consequences of the implementation of such strategies, may adversely affect our businesses, financial condition, results of operations and cash flows.

•Actual operating results may differ significantly from our guidance and forward-looking statements.

•Impairment in the carrying value of intangible assets or long-lived assets, or a change in their estimated useful lives, could negatively impact our financial condition and results of operations. If our goodwill, or other intangible assets or long-lived assets become impaired, we will be required to record impairment charges, which may be significant.

•If the transactions we undertook relating to divestitures of our interest in BellRing Brands, Inc. do not qualify for their intended tax treatment, we may incur significant tax liabilities.

•Increases in labor-related costs, including the costs of medical and other employee health and welfare benefits, may reduce our profitability.

•~~Our~~Labor ~~Post~~strikes ~~Consumer~~or ~~Brands~~work ~~and~~stoppages ~~Weetabix~~by ~~segments~~our ~~operate~~employees inor ~~the~~employees ~~mature~~of ~~ready-to-eat~~third ~~cereal~~parties ~~category,~~in ~~and~~our ~~the~~supply ~~weakening~~chain ~~of this category~~ could ~~materially~~harm ~~adversely affect~~ our businesses~~, financial condition, results of operations and cash flows~~.

•The loss of, a significant reduction of purchases by or the bankruptcy of a major customer may adversely affect our businesses, financial condition, results of operations and cash flows. In addition, consolidation of our customer base, as well as competitive, economic and other pressures facing our customers, may hurt our volumes or profit margins.

•Technology failures or cybersecurity incidents could disrupt our operations and negatively impact our businesses.

•Our intellectual property rights are valuable and any inability to protect them could reduce the value of our products and brands.

•Termination of our material intellectual property licenses could have a material adverse effect on our businesses.

•Labor strikes or work stoppages by our employees could harm our businesses.

•Our international operations subject us to additional risks.

•~~National~~If orthe ~~international~~transactions ~~disputes,~~we ~~political~~undertook ~~instability,~~relating ~~terrorism, war or armed hostilities may cause damage or disruption~~ to usdivestitures ~~and~~of our ~~employees,~~interest ~~facilities,~~in ~~suppliers,~~BellRing ~~customers~~do ~~and~~not ~~information~~qualify ~~systems~~for ~~and~~their ~~could~~intended ~~adversely~~tax ~~affect our businesses~~treatment, ~~financial~~we ~~condition,~~may ~~results~~incur ofsignificant ~~operations~~tax ~~and cash flows~~liabilities.

•Our owned and licensed intellectual property is valuable, and any inability to protect such property or loss thereof could reduce the value of our products and brands.

•Public health crises may adversely impact our financial and operational performance.

•Our Company has, or may in the future have, overlapping directors and management with BellRing ~~Brands,~~and ~~Inc.~~other ~~and~~companies ~~8th~~in ~~Avenue~~industries ~~Food~~related &to ~~Provisions~~ours, ~~Inc., each of~~ which may lead to conflicting interests or the appearance of conflicting interests.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our businesses, financial condition, results of operations and cash flows.

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PART I

ITEM 1. BUSINESS

Introduction

We are a consumer packaged goods holding company with businesses operating in the center-of-the-store, refrigerated, foodservice and food ingredient categories. ~~We also participate in the private brand food category, including through our ownership interest in 8th Avenue Food & Provisions, Inc. (“8th Avenue”).~~ Unless otherwise stated or the context otherwise indicates, all references in this Form 10-K to “Post,” “the Company,” “us,” “our” or “we” mean Post Holdings, Inc. and its ~~consolidated~~ subsidiaries.

Post is a Missouri corporation incorporated on September 22, 2011. On February 3, 2012, Post completed its legal separation via a tax free spin-off from its former parent company. On February 6, 2012, Post common stock began trading on the New York Stock Exchange ~~(the “NYSE”)~~ under the ticker symbol “POST”.

We operate in four reportable segments:

•Post Consumer Brands: Includes branded and private label ready-to-eat (“RTE”) cereals and granola from the businesses of Post Foods, LLC, MOM Brands Company, LLC, which Post acquired in May 2015, Weetabix North America, which Post acquired as part of its acquisition of Weetabix Limited in July 2017 referred to below, ~~and~~ certain private label RTE cereal operations, which Post acquired in June 2021, and 8th Avenue Food & Provisions, Inc. (“8th Avenue”), the transactions related to which are discussed below under “Recent Strategic Transactions,” peanut butter under the Peter Pan brand, which Post acquired in January 2021, private label peanut butter and other nut butters, pasta and dried fruit and nut products from 8th Avenue and branded and private label pet food, the brands and operations of which Post acquired in April 2023 and December 2023 (collectively, the “Pet ~~Food~~Acquisitions”);

•Weetabix: Includes the businesses of Weetabix Limited, which Post acquired in July 2017 and which produces and distributes branded and private label RTE cereal, hot cereals and other cereal-based food products, ~~breakfast drinks~~ and muesli primarily outside of North America, ~~and~~ Lacka Foods Limited, which Post acquired in April 2022 and which distributes and markets protein-based shakes under the UFIT brand primarily in the United Kingdom (the “U.K.”), and Deeside Cereals I Ltd, which Post acquired in December 2023 and which produces private label cereals;

•Foodservice: Includes primarily egg and potato products in the foodservice and food ingredient channels from the businesses of MFI Holding Corporation (“Michael Foods”), which Post acquired in June 2014, National Pasteurized Eggs, Inc. (“NPE”), which Post acquired in October 2016, Bob Evans Farms, Inc. (“Bob Evans”), which Post acquired in January 2018, Henningsen Foods, Inc., which Post acquired in July 2020, ~~and~~ Almark Foods (“Almark”), which Post acquired in February 2021, and Potato Products of Idaho, L.L.C. (“PPI”), which Post acquired in March 2025; and

•Refrigerated Retail: Provides refrigerated retail products, inclusive of side dishes, eggs and egg products, sausage, cheese and other dairy and refrigerated food products, from the businesses of Bob Evans, Michael Foods, including the business of Crystal Farms Dairy Company, which Post acquired as a part of its acquisition of Michael Foods in June 2014, NPE, Almark and ~~Almark~~PPI, as well as the Egg Beaters brand, which Post acquired in May 2021.

In October 2023, Post announced it had entered into an agreement to acquire 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. Upon closing of the Perfection acquisition, the financial results of Perfection are expected to be reported in the Post Consumer Brands segment. Refer to “Risk Factors” in Item 1A of this report for a discussion of certain risks related to the Perfection acquisition.

For additional information regarding our reportable segments, refer to Note 21 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

Recent Strategic Transactions

~~Post~~8th ~~Holdings Partnering Corporation~~Avenue

In ~~May~~October ~~and~~2018, ~~June~~8th ~~2021,~~Avenue was separately capitalized by Post and ~~Post~~third ~~Holdings~~parties ~~Partnering~~through ~~Corporation~~a series of transactions (the “~~PHPC~~8th Avenue Formation Transactions”), aand ~~special~~8th ~~purpose~~Avenue ~~acquisition~~became the holding company, ~~consummated~~for ~~the~~Post’s ~~initial~~private ~~public~~brand ~~offering~~food ofproducts 34business.5 ~~million~~After ~~units~~completion of ~~PHPC (~~the ~~“PHPC~~8th ~~Units~~Avenue Formation Transactions,” ~~and~~Post ~~such~~retained ~~transaction,~~60.5% of the ~~“PHPC~~common ~~IPO”),~~equity ofin 8th Avenue, which, afrom ~~wholly-owned~~October ~~subsidiary~~1, of2018 ~~Post~~to ~~(“PHPC~~June ~~Sponsor”)~~30, ~~purchased~~2025, ~~4.0~~was ~~million~~accounted ~~PHPC~~for ~~Units~~using the equity method. ~~Each~~On ~~PHPC~~July ~~Unit~~1, ~~consisted~~2025, ofPost ~~one~~acquired ~~share~~all of ~~Series~~the Apreferred ~~common~~ stock ofand ~~PHPC~~the ~~(“PHPC~~remaining ~~Series~~common Aequity ~~Common~~interest ~~Stock”)~~that ~~and~~Post ~~one-third~~did ofnot ~~one~~already ~~redeemable~~own ~~warrant~~in to8th ~~purchase~~Avenue. ~~one~~Following ~~share~~the ofacquisition, ~~PHPC~~the ~~Series~~financial Aresults ~~Common~~for ~~Stock~~8th atAvenue anare ~~exercise~~reported ~~price~~in ofthe ~~$11~~Post Consumer Brands segment.50 ~~per~~At ~~share~~the (time of the ~~“PHPC~~acquisition, ~~Warrants”).~~8th ~~The~~Avenue ~~PHPC~~primarily ~~Units,~~manufactured ~~PHPC~~and ~~Series~~distributed Abranded ~~Common~~and ~~Stock~~private label dry pasta and ~~PHPC~~private ~~Warrants~~label ~~each~~peanut ~~traded~~butter onand ~~the~~other ~~NYSE.~~nut ~~Under~~butters, ~~the~~including ~~terms~~as a co-manufacturer of our Peter Pan peanut butter brand for the ~~PHPC~~Post ~~IPO~~Consumer Brands segment, ~~PHPC~~granola ~~was~~and ~~required~~dried tofruit ~~consummate~~and anut ~~partnering~~products. ~~transaction~~For byadditional ~~May~~information ~~28,~~regarding ~~2023~~8th Avenue, ~~which~~refer ~~could~~to ~~have~~Notes ~~been~~4 ~~extended~~and 5 within “Notes to ~~August~~Consolidated ~~28,~~Financial ~~2023~~Statements” in ~~certain~~Item ~~circumstances~~8 ~~(the~~of ~~“Combination~~this ~~Period”)~~report.

~~Substantially~~In ~~concurrently~~August ~~with~~2025, Post announced that it had entered into a definitive agreement to sell the ~~closing~~pasta business of ~~the~~8th ~~PHPC~~Avenue ~~IPO,~~(the ~~PHPC~~“Pasta ~~completed~~Business”) to a ~~series~~third ofparty. ~~related~~Subject ~~transactions~~to customary closing conditions, ~~including~~Post expects the ~~private~~transaction ~~sale~~to close in Post’s first quarter of 1fiscal 2026.1 ~~million~~Refer ~~units~~to ofNote ~~PHPC~~7 ~~(the~~within “~~PHPC~~Notes ~~Private~~to ~~Placement~~Consolidated ~~Units;~~Financial Statements” ~~each~~in ~~PHPC~~Item ~~Private~~8 ~~Placement~~of ~~Unit~~this report for additional information regarding this transaction.

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consisted of one share of PHPC Series A Common Stock and one-third of one redeemable warrant of PHPC to purchase one share of PHPC Series A Common Stock at an exercise price of $11.50 per share (the “PHPC Private Placement Warrants”)) to PHPC Sponsor (the “PHPC Private Placement”) and the entry into a forward purchase agreement with PHPC Sponsor, which provided for the purchase by PHPC Sponsor, at the election of PHPC, of up to 10.0 million units of PHPC (the “PHPC Forward Purchase Units,” with each PHPC Forward Purchase Unit consisting of one share of PHPC’s Series B common stock and one-third of one warrant to purchase one share of PHPC Series A Common Stock) for a purchase price of $10.00 per PHPC Forward Purchase Unit, in a private placement to occur concurrently with the closing of PHPC’s partnering transaction.

In addition, Post, through PHPC Sponsor’s ownership of 8.6 million shares of Series F common stock of PHPC (the “PHPC Series F Common Stock”), had certain governance rights in PHPC relating to the election of PHPC directors and voting rights on amendments to PHPC’s amended and restated certificate of incorporation.

Proceeds of $345.0 million were deposited in a trust account established for the benefit of PHPC’s public stockholders, which consisted of certain proceeds from the PHPC IPO and certain proceeds from the PHPC Private Placement, net of underwriters’ discounts and commissions and other costs and expenses, and which were invested only in U.S. treasury securities.

On May 11, 2023, PHPC announced that it would not complete a partnering transaction within the Combination Period and that the entity would liquidate and dissolve in accordance with the terms of its amended and restated certificate of incorporation. On May 28, 2023, the PHPC Warrants and the PHPC Private Placement Warrants expired worthless, and the Forward Purchase Agreement terminated in accordance with its terms, as PHPC had not completed a partnering transaction before the expiration of the Combination Period. On May 30, 2023, PHPC redeemed all of the outstanding public shares of PHPC Series A Common Stock (the “PHPC Redemption”). Each share of PHPC Series A Common Stock was redeemed for approximately $10.24 per share, representing the per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account not previously released to pay taxes or dissolution expenses, divided by the number of then outstanding shares of PHPC Series A Common Stock. Subsequent to the PHPC Redemption, PHPC delisted from the NYSE and dissolved in June 2023, and all classes of shares of PHPC equity were cancelled, including the shares of PHPC Series F Common Stock, which were surrendered by PHPC Sponsor for no consideration. PHPC Sponsor subsequently dissolved in August 2023.

For additional information regarding the PHPC IPO, the PHPC Redemption and related transactions, refer to Note 5 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

BellRing Brands, Inc.

On October 21, 2019, the initial public offering of a minority interest in our historical active nutrition business was completed (the “BellRing IPO”). As a result of the BellRing IPO and certain other transactions completed in connection with the BellRing IPO (the “BellRing formation transactions”), BellRing Brands, Inc. (“Old BellRing”) became a holding company owning 28.8% of the non-voting membership units (the “BellRing LLC units”) of BellRing Brands, LLC and a publicly-traded company with its Class A common stock, $0.01 par value per share (the “Old BellRing Class A Common Stock”), trading on the NYSE under the ticker symbol “BRBR”. Immediately after the BellRing IPO, Post owned 71.2% of the BellRing LLC units and one share of Old BellRing’s Class B common stock, $0.01 par value per share (the “Old BellRing Class B Common Stock”).

On March 9, 2022, Post contributed its share of Old BellRing Class B Common Stock, all of its BellRing LLC units and cash to BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC) (“BellRing”) in exchange for certain limited liability company interests in BellRing and the right to receive $840.0 million in aggregate principal amount of BellRing’s 7.00% senior notes maturing in 2030 (the “BellRing Notes,” and such transactions are collectively referred to as the “BellRing Contribution”). On March 10, 2022, BellRing converted into a Delaware corporation and changed its name to “BellRing Brands, Inc.”, and Post consummated the distribution of 80.1% of its ownership interest in BellRing common stock, $0.01 par value per share (“BellRing Common Stock”), to Post’s shareholders (the “BellRing Distribution,” and such transaction, the BellRing Contribution, the BellRing Merger (as defined below) and the “Debt-for-Debt Exchange” (which refers to Post’s delivery of the BellRing Notes to certain of its lenders in full satisfaction of certain of its debt obligations on March 10, 2022, as described in more detail in Note 16 within “Notes to Consolidated Financial Statements” in Item 8 of this report) are collectively referred to as the “BellRing Spin-off”). Upon completion of the BellRing Distribution, BellRing Merger Sub Corporation, a wholly-owned subsidiary of BellRing, merged with and into Old BellRing (the “BellRing Merger”), with Old BellRing continuing as the surviving corporation and becoming a wholly-owned subsidiary of BellRing. Pursuant to the BellRing Merger, each outstanding share of Old BellRing Class A Common Stock was converted into one share of BellRing Common Stock plus $2.97 in cash. As a result of the BellRing Spin-off, BellRing became the holding company for the legacy Old BellRing business. Immediately following the BellRing Spin-off, Post owned 14.2% of the BellRing Common Stock, and Post shareholders owned 57.3% of the BellRing Common Stock. The former Old BellRing stockholders owned 28.5% of the BellRing Common Stock, maintaining the same effective percentage ownership interest in the BellRing business as prior to the

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BellRing Spin-off. The BellRing Distribution was structured in a manner intended to qualify as a tax-free distribution to Post shareholders for United States (“U.S.”) federal income tax purposes, except to the extent of any cash received in lieu of fractional shares of BellRing Common Stock. For additional information regarding the BellRing Spin-off, refer to Note 4 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

On August 11, 2022, Post transferred 14.8 million shares of BellRing Common Stock to certain of its lenders to repay and retire $342.3 million in aggregate principal amount of debt (such exchange, the “First Debt-for-Equity Exchange”). Immediately after the completion of the First Debt-for-Equity Exchange, Post held 4.6 million shares, or 3.4%, of BellRing Common Stock. On November 25, 2022, Post transferred the remaining 4.6 million shares of BellRing Common Stock to one of its lenders to repay and retire $99.9 million in aggregate principal amount of debt (such exchange, the “Second Debt-for-Equity Exchange”). Immediately after the completion of the Second Debt-for-Equity Exchange, Post owned no shares of BellRing Common Stock. For additional information regarding the First Debt-for Equity Exchange and the Second Debt-for-Equity Exchange, refer to Note 16 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

Refer to “Risk Factors” in Item 1A of this report for a discussion of certain risks related to the BellRing transactions.

8th Avenue

On October 1, 2018, 8th Avenue was separately capitalized by Post and third parties through a series of transactions (the “8th Avenue Formation Transactions”), and 8th Avenue became the holding company for Post’s private brand food products business. After completion of the 8th Avenue Formation Transactions, Post retained 60.5% of the common equity in 8th Avenue, which, since October 1, 2018, has been accounted for using the equity method. Our investment in 8th Avenue was recorded at zero as of September 30, 2023. For additional information regarding 8th Avenue, refer to Note 5 within “Notes to Consolidated Financial Statements” in Item 8 of this report. 8th Avenue primarily manufactures and distributes private label peanut and other nut butters, pasta, dried fruit and nut products and granola.

Our Business Model

We operate a decentralized, adaptive business model, which provides us with flexibility to pursue acquisitions and other strategic transactions. Since our formation, we have expanded and established new platforms through numerous acquisitions. Our acquisition strategy has focused on businesses with product offerings that can strengthen our current portfolio, enable us to expand into complementary categories, geographic regions or distribution channels or provide diversification of cash flows in similar channels. In addition to acquisitions, we also have pursued and completed other types of strategic transactions. For example, (i) in fiscal 2019, we, with third parties, separately capitalized 8th Avenue, ~~with~~and as discussed above, we acquired the equity interests in 8th Avenue that we did not own in fiscal 2025 and have entered into a definitive agreement to sell the Pasta Business to a third ~~parties~~party, which we expect to be completed in the first quarter of fiscal ~~2019~~2026; (ii) we divested our interest in our historical active nutrition business through a series of transactions, ~~facilitated~~including the ~~completion~~initial public offering of a minority interest in the ~~BellRing~~holding ~~IPO~~company for our historical active nutrition business in fiscal 2020, the ~~PHPC~~distribution ~~IPO~~to Post’s shareholders of approximately 80% of our remaining interest in ~~fiscal~~BellRing ~~2021~~Brands, Inc. (formerly known as BellRing Distribution, LLC) (“BellRing,” and such distribution, the “BellRing ~~Spin-off~~Distribution”) in fiscal 2022 and the ~~First~~divestitures ~~Debt-for-Equity~~of ~~Exchange~~our remaining interest in BellRing in fiscal 2022 and fiscal 2023; (iii) we facilitated the ~~Second~~initial ~~Debt-for-Equity~~public ~~Exchange~~offering of Post Holdings Partnering Corporation (“PHPC”), a special purpose acquisition company, which was subsequently dissolved in fiscal 2023; and ~~have~~(iv) we completed other divestitures from time to time.

Our Businesses

Post Consumer Brands

Our Post Consumer Brands segment manufactures, markets and sells a portfolio of branded and private label human and pet food products, primarily in the RTE cereal, granola, hot cereal, ~~peanut~~nut ~~butter~~butters and dog and cat food categories ~~primarily~~predominantly in North America. In addition to private label RTE cereal, pet food and nut butters, Post Consumer Brands’s core brands include the RTE cereal brands of Honey Bunches of Oats, Pebbles and Malt-O-Meal, the Nutrish, 9Lives and Kibbles ’n Bits pet food brands and the Peter Pan peanut butter brand. Post Consumer Brands’s ~~pet~~products ~~food~~are ~~brands,~~primarily ~~which~~manufactured ~~were~~through ~~acquired~~a inflexible ~~April~~production ~~2023,~~platform ~~include~~at ~~Rachael~~fifteen ~~Ray~~owned ~~Nutrish,~~and ~~Nature’s~~six ~~Recipe,~~leased ~~9Lives,~~facilities ~~Kibbles~~in ’nthe ~~Bits~~United ~~and~~States ~~Gravy~~(the ~~Train~~“U.S.”) ~~Post~~and ~~Consumer~~Canada. ~~Brands’s~~In ~~products~~addition, ~~are~~Post ~~primarily~~Consumer ~~manufactured~~Brands ~~through~~manufactures abranded ~~flexible~~and ~~production~~private ~~platform~~label atpasta ~~thirteen~~through ~~owned~~three leased facilities in the U.S., ~~and~~which, ~~Canada;~~after ~~our~~the ~~Peter~~expected ~~Pan~~sale ~~peanut~~of ~~butters~~the ~~are~~Pasta ~~primarily~~Business, ~~manufactured~~will be owned by ~~8th~~a ~~Avenue~~third party.

Weetabix

Our Weetabix segment primarily markets and distributes branded and private label RTE cereal products. Weetabix is a leading manufacturer in the U.K. ~~cereals and~~ breakfast ~~drinks~~cereals category, ~~with~~and its core brands ~~being~~are ~~the~~ Weetabix and Alpen ~~brands~~. Weetabix also markets and distributes ~~breakfast drinks,~~ hot cereals, protein-based shakes and nutritional snacks. Weetabix’s products are primarily manufactured at ~~three~~four owned manufacturing facilities in the U.K. Some of its RTE cereals and muesli also are manufactured in Africa through two joint ventures, each of which ~~owns~~has a manufacturing facility. Weetabix’s main markets are the U.K. and the ~~Republic~~European ofUnion ~~Ireland~~(“E.U.”). Weetabix distributes products to multiple countries throughout the world mainly through a network of third-party distributors in the respective markets. Weetabix’s protein-based shakes and nutritional snacks are co-manufactured in ~~Germany~~the E.U. and distributed in the U.K. through a ~~network~~variety of ~~large~~ retail ~~outlets~~channels.

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Foodservice

Through our Foodservice segment, we primarily produce and distribute egg and potato products in the foodservice and food ingredient channels. We provide a broad portfolio of egg products, including under several brands, with the primary ~~brands~~brand being Papetti’s ~~and Abbotsford Farms~~, and potato products. ~~The~~Our Foodservice segment also manufactures certain meat products. Our operations include ~~fourteen~~thirteen egg products production facilities in the U.S., some of which are fully integrated from the maintenance of laying flocks through the processing of egg products, three potato processing facilities and two meat products processing and production facilities. Several of these production facilities also produce products for our Refrigerated Retail segment. In addition, our Foodservice ~~business~~segment ~~constructed~~has a ~~new manufacturing~~ facility inthat ~~West~~manufactures ~~Jefferson, Ohio to manufacture ready~~protein-~~to-drink~~based shakes as a third-party manufacturer for BellRing~~, and such facility is expected to begin manufacturing products in the first quarter of fiscal 2024~~.

Refrigerated Retail

Through our Refrigerated Retail segment, we produce and distribute side dishes, eggs and egg products, sausage, cheese and other dairy and refrigerated food products to retail customers. Our refrigerated side dish, potato and sausage products are sold primarily under the Bob Evans, Bob Evans Farms and Simply Potatoes brands. We sell private label egg products as well as branded egg products primarily under the Bob Evans Egg Whites and Egg Beaters brands. Our cheese and other dairy case products are sold principally under the Crystal Farms brand. Our products are manufactured across eleven facilities, ~~five~~three of which are egg products processing facilities and two of which are potato processing facilities previously referenced under the Foodservice segment discussion. In addition, our Egg Beaters products are manufactured under a co-manufacturing agreement at a third-party facility, and we also use third-party manufacturers for many of our cheese and other dairy case products and certain of our ~~potato side dish and~~ sausage products.

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Products

Cereal and granola sold by our Post Consumer Brands and Weetabix segments together accounted for 3932.14% of our consolidated net sales for fiscal ~~2023~~2025. Eggs and egg products sold by our Foodservice and Refrigerated Retail segments together accounted for 3329.06% of our consolidated net sales for fiscal ~~2023, and side dishes (including potato products) sold by our Foodservice and Refrigerated Retail segments together accounted for 10~~2025.5% ~~of our consolidated net sales for fiscal 2023.~~ Pet food sold by our Post Consumer Brands segment accounted for 919.72% of our consolidated net sales for fiscal ~~2023, which represents the period from the completion of the Pet Food acquisition through fiscal 2023 year end~~2025. For additional information regarding our net sales by product, refer to Note 21 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

Sales, Marketing and Distribution

Each of our businesses has developed marketing strategies specific to its product lines. For certain of our products, we have consumer-targeted marketing campaigns, which generally include television, radio, digital and print advertisements, coupon offers, rebate programs, co-marketing arrangements with complementary consumer product and entertainment companies, ~~and~~ joint advertising with select retail customers and sponsorship and endorsement relationships. We also generally use print and digital advertising and social media, as well as more targeted grass roots programs such as sampling events, in order to increase brand awareness and loyalty at both national and local levels. ~~Our~~In addition, our internet and social media efforts are used to educate consumers about the nutritional value and flavor profiles of our products and for product promotion and consumer entertainment.

Our Post Consumer Brands segment sells products primarily through an internal sales staff and broker organizations. Our Weetabix segment services its key U.K. markets through a centralized commercial team which manages relationships with customers at the corporate level while a third-party sales force operates at the store level ~~to ensure maximum availability and compliance with agreed plans~~. Weetabix also has an in-country sales ~~and~~team ~~marketing teams~~ in ~~Europe and in the growth markets of~~ Spain and ~~the~~utilizes ~~United~~third-party ~~Arab~~distributors ~~Emirates~~throughout Europe. Our Foodservice and Refrigerated Retail segments sell and market their products primarily through dedicated teams of internal sales staff and broker organizations.

Generally, our products are distributed through a network of third-party common carriers. In addition, ~~our~~the ~~Foodservice~~majority ~~and~~of our Refrigerated Retail ~~segments~~products ~~have~~and ~~internal~~certain ~~fleets~~of ~~that~~our ~~distribute~~Foodservice ~~certain~~products ofare distributed using their ~~products~~internal fleets.

Research and Development

Our research and development efforts span our business segments. These capabilities extend to ingredients, flavor profiles, packaging technologies, product sizes and delivery formats; new product and process development, as well as analytical support; bench-top and pilot plant capabilities; and research support to operations.

We leverage our research and development resources for both growth and efficiency initiatives. Our innovation and new product development objectives include growth through new products, customer and consumer satisfaction and reduced production costs. Our innovation efforts focus on anticipating customer and consumer demands and adapting quickly to changing market trends. We also ~~evaluate~~consider the sustainability impacts of our manufacturing processes and products in our research and development activities and continue to drive processing innovations aimed at complying with regulatory requirements, reducing waste, water usage and greenhouse gas emissions and increasing the recycled content and recyclability of packaging while maintaining food safety and quality.

8Raw Materials, Energy and Other Supplies

Raw materials used in our businesses (purchased from local, regional and international suppliers) include ingredients and packaging materials. The principal ingredients for our Post Consumer Brands and Weetabix segments are wheat, oats, rice, corn, other grain products, vegetable oils, dairy-based proteins, sugar and other sweeteners, fruit, peanuts and other nuts. In addition, our Post Consumer Brands segment uses animal proteins and fats, vegetable-based proteins and various vegetables in its pet food products. The principal ingredients for our Foodservice and Refrigerated Retail segments are eggs, pork, pasta, potatoes, bakery products, cheese, milk and butter. A portion of our egg needs comes from Company-owned layer hens, and the balance is purchased under third-party contracts and in the spot market. We also buy significant amounts of grain to feed layer hens. In addition, we procure live sows at prevailing market prices, and under fixed price contracts, from terminals, local auctions, country markets and corporate and family farms in various U.S. locations. Each of our segments utilizes raw material sources that, as applicable, ensure that its products meet standards, certifications and customer requirements, for example, non-GMO, organic, gluten-free and/or cage-free. The principal packaging materials used by our businesses are folding cartons, corrugated containers, flexible film, rigid plastic trays and containers, foam trays, beverage packaging, plastic lined carton board, large format printed bags and steel cans and lids. Our manufacturing processes require other supplies, including water.

In addition, our manufacturing and distribution operations are dependent on various types of energy, including natural gas, electricity and diesel fuel. Cereal processing ovens, pet food manufacturing processes and most of our Foodservice and Refrigerated Retail production facilities generally are fueled by natural gas, which is obtained from local utilities or other local suppliers. Electricity and steam (generated in on-site, gas-fired boilers) also are used in our manufacturing facilities. In addition, diesel fuel is used in connection with the distribution of our products, including in our internal fleets. Weetabix owns and

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tooperates ~~drive~~its ~~processing~~own ~~innovations~~combined ~~aimed~~heat atand ~~complying~~power ~~with~~generation ~~regulatory requirements~~unit, ~~reducing~~which ~~waste,~~is ~~water~~capable ~~usage~~of ~~and~~supplying ~~greenhouse~~the ~~gas~~majority ~~emissions~~of ~~and~~the ~~increasing~~requirements ~~the~~of ~~recycled~~its ~~content~~Burton Latimer site with power and ~~recyclability~~steam, ofwhich ~~packaging~~means ~~while~~the ~~maintaining~~site ~~food~~can ~~safety~~be ~~and~~operated ~~quality~~using either electricity or natural gas.

~~Raw~~Supply ~~Materials~~availability and ~~Energy~~prices paid for raw materials, energy and other supplies can fluctuate widely due to external factors, including, as applicable, inflation, new or increased tariffs or other trade restrictions, diseases affecting livestock (including highly pathogenic avian influenza (“HPAI”) and swine outbreaks), new or changing regulatory or market-driven requirements (including requirements that products exclude certain inputs), labor shortages, strikes or other labor unrest or other workforce disruptions, increased fuel costs, concentration of agriculture commodity suppliers through cooperatives or other consolidations, limited freight carrier availability, information systems disruptions or failures (including due to cybersecurity incidents), animal feed costs, agricultural yield, increased demand, public health crises, war or armed hostilities, geopolitical events or tensions, national or international disputes, terrorism or other acts of violence, any acute (including extreme weather and natural disasters) or chronic (including prolonged temperature and precipitation patterns) weather events, fire, water stress or usage regulation, governmental programs, incentives or controls, insects or pests, plant diseases, foreign currency exchange rates and milk price supports established by the U.S. Department of Agriculture (the “USDA”). From time to time, higher prices for natural gas, electricity and fuel also increase our delivery costs. In addition, the prices of inputs from time to time increase as we pursue more sustainable, specially sourced or certified raw materials or alternative energy sources.

~~Raw~~We ~~materials~~continuously ~~used~~monitor inworldwide ~~our~~supply ~~businesses (purchased from local, regional~~ and ~~international~~cost ~~suppliers)~~trends ~~include~~for ~~ingredients~~our ~~and~~raw ~~packaging~~ materials., ~~The~~energy ~~principal ingredients for the Post Consumer Brands~~ and ~~Weetabix segments are wheat, oats, rice, corn,~~ other ~~grain~~supply ~~products,~~needs ~~vegetable~~to ~~oils,~~enable ~~dairy-~~us ~~and~~to ~~vegetable-based~~take ~~proteins,~~appropriate ~~sugar~~action ~~and~~to ~~other~~obtain ~~sweeteners,~~the ~~fruit~~necessary ~~and~~inputs ~~nuts.~~for ~~In addition,~~ our ~~Post Consumer Brands segment uses animal proteins and fats in its pet food products~~operations. ~~The~~During ~~principal~~fiscal ~~ingredients for the Foodservice and Refrigerated Retail segments are eggs~~2025, ~~pork,~~cost ~~pasta,~~pressures ~~potatoes,~~on ~~bakery~~certain ~~products,~~inputs ~~cheese~~eased, ~~milk~~while ~~and~~other ~~butter.~~inputs Acontinued ~~portion~~to offace ~~our~~heightened ~~egg~~cost ~~needs comes from Company-owned layer hens~~pressures, and ~~the~~we ~~balance~~expect isthis ~~purchased~~trend ~~under~~to ~~third-party~~continue ~~contracts~~into ~~and~~fiscal ~~in the spot market~~2026. We ~~also~~anticipate ~~buy~~that ~~significant~~announced ~~amounts of grain to feed layer hens. In addition~~tariffs, weand ~~procure~~any ~~live~~potential ~~sows~~future atmodifications ~~prevailing~~or ~~market~~incremental ~~prices~~tariffs, ~~and~~could ~~under~~increase ~~fixed~~supply ~~price~~chain ~~contracts~~challenges, ~~from~~commodity ~~terminals,~~cost ~~local~~volatility ~~auctions, country markets~~ and ~~corporate~~consumer and ~~family~~economic ~~farms~~uncertainty indue ~~various~~to ~~U.S.~~rapid ~~locations.~~changes ~~Our~~in ~~businesses~~global ~~also~~trade ~~use large quantities of water~~policies. ~~Each~~In ~~of our segments utilizes raw material sources that ensure that its products meet standards~~addition, ~~certifications~~from ~~and~~time ~~customer~~to ~~requirements~~time, ~~where~~we ~~applicable,~~experience ~~for~~diminished ~~example,~~supply ~~non-GMO, organic, gluten-free and/~~or ~~cage-free.~~shortages ~~The~~of ~~principal~~certain ~~packaging~~of ~~materials used by~~ our ~~businesses~~inputs, ~~are~~which ~~folding~~have ~~cartons~~resulted, ~~corrugated boxes, flexible~~ and ~~rigid~~may ~~plastic~~in ~~film,~~the ~~trays~~future ~~and containers~~result, ~~beverage~~in ~~packaging,~~higher ~~plastic~~costs ~~lined~~of ~~cartonboard,~~our ~~large~~inputs ~~format~~or ~~bags~~have ~~and~~impacted, ~~steel cans~~ and ~~lids.~~may ~~Our~~in ~~Refrigerated~~the ~~Retail~~future ~~segment~~impact, ~~also~~our ~~uses~~ability ~~large~~to ~~quantities~~produce ofour ~~carbon dioxide as a cooling agent during its sausage production~~products.

In addition, our manufacturing and distribution operations use large quantities of natural gas, electricity and diesel fuel. Cereal processing ovens, pet food manufacturing processes and most of the Foodservice and Refrigerated Retail production facilities generally are fueled by natural gas, which is obtained from local utilities or other local suppliers. Electricity and steam (generated in on-site, gas-fired boilers) also are used in our manufacturing facilities. In addition, considerable amounts of diesel fuel are used in connection with the distribution of our products, including in our internal fleets. Weetabix owns and operates its own combined heat and power generation unit, which is capable of supplying the majority of the requirements of its main operation site with power and steam which means the site can be operated using either electricity or natural gas.

Supply availability and prices paid for raw materials and energy can fluctuate widely due to external factors, including, as applicable, inflation, labor shortages, increased fuel costs, limited freight carrier availability, public health crises, strikes or other labor unrest, war or armed hostilities, geopolitical events or tensions, national or international disputes, terrorism or other acts of violence, increased demand, increased compliance costs associated with new or changing government regulations, any naturally occurring or climate change induced acute (including extreme weather and natural disasters) or chronic (including prolonged temperature and weather patterns) climatic events, fire, water stress, animal feed costs, agricultural yield, governmental programs, incentives or controls, regulations or trade and tariff policies, insects, plant diseases, diseases affecting livestock (including avian influenza and PEDV) and milk price supports established by the U.S. Department of Agriculture (the “USDA”). Higher prices for natural gas, electricity and fuel also increase our ingredient, production and delivery costs. In addition, the prices of inputs may increase as we pursue more sustainable, specially sourced or certified raw materials or alternative energy sources, including mandatory or voluntary transitions to low carbon renewables (some of which we have experienced).

We continuously monitor worldwide supply and cost trends for our raw materials and energy needs to enable us to take appropriate action to obtain the necessary raw materials and energy for our operations. During fiscal 2023, we continued to experience heightened raw materials and energy costs, largely due to cost pressures resulting from macroeconomic conditions, including inflation, rising interest rates, labor shortages and downstream economic impacts from the COVID-19 pandemic and the ongoing conflict in Ukraine. We expect these pressures to continue into fiscal 2024 for certain categories, but for our domestic operations, at a slower rate than we experienced in fiscal 2023. In addition, from time to time, we experience diminished supply or shortages of certain of our inputs, which have resulted, and may in the future result, in us paying increased costs for our inputs or have impacted, and may in the future impact, our ability to produce our products.

Trademarks and Intellectual Property

We own or have long-term licenses to use a number of trademarks that are critical to the success of our businesses. Our Post Consumer Brands business’s trademarks include Post, Post Consumer Brands, Perfection Pet Foods, Honey Bunches of Oats, Great Grains, Post Bran Flakes, Post Shredded Wheat, Spoon Size Shredded Wheat, Golden Crisp, Alpha-Bits, Ohs!, Shreddies, Post Raisin Bran, Grape-Nuts, Honeycomb, Frosted Mini Spooners, Golden Puffs, Cinnamon Toasters, Fruity Dyno-Bites, Cocoa Dyno-Bites, Berry Colossal Crunch, Malt-O-Meal, Farina, Dyno-Bites, Mom’s Best, Better Oats, CoCo Wheats, Peter Pan, Nutrish, Nature’s Recipe, 9Lives, Kibbles ’n Bits, Gravy Train, Weetabix, Barbara’s, Puffins, Attune, Attune Foods, Golden Boy, Dakota Growers Pasta Co., American Blanching Company, Dreamfields, Nature’s Edge, Willamette Valley, Nut’n Better, Sweet Home Farm and ~~Puffins~~Ronzoni, each of which we own, as well as several trademarks that we license from third parties for use in the U.S., Canada and several other international markets, such as Pebbles, Oreo O’s, ~~Chips Ahoy!, Honeymaid,~~ Rachael Ray and Premier Protein. The trademarks for ~~the~~our Weetabix business include Weetabix, Alpen, Weetos, Ready Brek, Weetabix On The Go, Oatibix and UFIT, each of which we own, as well as Oreo O’s, which weour ~~license~~Weetabix business licensed from a third party for use in the U.K., the E.U. and other international markets. The trademarks for ~~the~~our Foodservice business include Michael Foods, Papetti’s, Abbotsford Farms, Simply Potatoes, Henningsen Foods, Almark Foods and Easy Eggs, each of which we own. The trademarks for our Refrigerated Retail business include Better’n Eggs, Crystal Farms, Simply Potatoes, Westfield Farms, David’s Deli, Owens, Egg Beaters and Wanderlish, each of which we own, and Bob Evans (which is used in brands such as Bob Evans Egg Whites), Bob Evans Farms and Pineland Farms, which we license from third parties for worldwide use. Our owned trademarks are generally protected through registration in the U.S., the U.K. or the E.U. in most cases, as well as in many other countries where the related products are sold.

9Depending on the jurisdiction, our trademarks are generally valid as long as they are in use or their registrations are properly maintained, and they have not been found to have become generic. Registrations of our trademarks also can generally be renewed indefinitely for as long as the trademarks are in use. In addition, we market certain of our products in the U.S., Canada, the U.K., the E.U. and several other locations pursuant to intellectual property license agreements. As a general matter, our trademark and other intellectual property licenses with third parties have varying terms and must be periodically renegotiated or renewed pursuant to their terms.

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Abbotsford Farms, Simply Potatoes, Henningsen Foods and Almark Foods, each of which we own. The trademarks for the Refrigerated Retail business include Davidson’s Safest Choice, Abbotsford Farms, Better’n Eggs, Crystal Farms, Simply Potatoes, Diner’s Choice, Westfield Farms, David’s Deli, Owens, Country Creek Farm and Egg Beaters, each of which we own, Bob Evans (which is used in brands such as Bob Evans Egg Whites), Bob Evans Farms and Pineland Farms, which we license from a third party for worldwide use, and Old El Paso, which we license from a third party for use in the U.S. We also own the trademarks for Airly and Oat Clouds. Our owned trademarks are, in most cases, protected through registration in the U.S. or the U.K., as well as in many other countries where the related products are sold.

In addition, we market certain of our products in the U.S., Canada, the U.K. and several other locations pursuant to intellectual property license agreements.

Depending on the jurisdiction, our trademarks are generally valid as long as they are in use or their registrations are properly maintained, and they have not been found to have become generic. Registrations of our trademarks also can generally be renewed indefinitely for as long as the trademarks are in use. As a general matter, our trademark and other intellectual property licenses with third parties have varying terms and must be periodically renegotiated or renewed pursuant to their terms.

We also own several patents in North America and elsewhere. While our patent portfolio as a whole is material to our business, no one patent or group of related patents is material to our business. In addition, we have proprietary trade secrets, technology, know-how processes and other intellectual property rights that are not registered.

We rely on a combination of trademark law, copyright law, trade secrets, non-disclosure and confidentiality agreements, provisions in other agreements and other measures to establish and protect our proprietary rights to our products, packaging, processes and intellectual property.

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Seasonality

Demand for certain of our products may be influenced by holidays, changes in seasons or other events, which may impact customer and consumer spending patterns and the timing of promotional activities. For example, demand for our egg products, potatoes, sausage, side dishes, butter and cheese tends to increase during the Thanksgiving, Christmas, Easter and other holiday seasons, which may result in increased net sales during the corresponding quarters of our fiscal year when such holidays occur. However, on a consolidated basis our net sales and results of operations generally are distributed relatively evenly over the quarters of our fiscal year.

Customers

We sell Post Consumer Brands products primarily to grocery stores, mass merchandise customers, supercenters, club stores, natural/specialty stores, dollar stores, discounters, wholesalers, convenience stores, pet supply retailers and drug store customers. We also sell Post Consumer Brands products in the military, eCommerce and foodservice channels. Our Weetabix segment’s products are primarily sold to retailers, discounters, wholesalers and convenience stores and through eCommerce. Our Foodservice segment’s primary customers include foodservice distributors, ~~and~~ national restaurant chains and consumer packaged goods companies. Our Refrigerated Retail segment’s primary customers include grocery stores and mass merchandise customers.

Our largest customer, Walmart, accounted for 17.34% of our consolidated net sales in fiscal ~~2023~~2025. No other customer accounted for more than 10% of our fiscal ~~2023~~2025 consolidated net sales, but each of our segments depends on sales to large customers. For example, the largest customer of our Post Consumer Brands segment, Walmart, accounted for 3229.69% of Post Consumer Brands’s net sales in fiscal ~~2023~~2025. The largest customers of our Weetabix segment, Tesco and Asda, accounted for 2833.30% of Weetabix’s net sales in fiscal ~~2023~~2025. The largest customers of our Foodservice segment, Sysco and US Foods, accounted for 4042.50% of the segment’s net sales in fiscal ~~2023~~2025. Additionally, the largest customers of our Refrigerated Retail segment, Walmart and Kroger, accounted for 3234.9% of the segment’s net sales in fiscal ~~2023~~2025. For purposes of this disclosure, “Walmart” refers to Walmart Inc. and its affiliates, which include Sam’s Club.

Competition

The human and pet food categories in which we operate are highly competitive ~~and highly sensitive to both pricing and promotion~~. Competition is based on, among other things, price, brand appeal, recognition and loyalty, taste, ~~nutritional~~product ~~value~~quality and safety, ~~price~~nutritional profile, ingredients, effective promotional activities, product-related ~~quality~~certifications, sourcing practices, product availability, variety, innovation, distribution, shelf space and product visibility, packaging, convenience, ~~effective promotional activities~~ and the ability to identify and satisfy dynamic, emerging consumer preferences. Our principal competitors in these categories may have substantial financial, marketing and other resources. In addition, in many of our product categories, we compete not only with widely advertised branded products, but also with private label and store brand products. Our principal strategies for competing in each of our segments include effective customer relationship management, category insights, superior product quality and food safety, product availability, product innovation, an efficient supply chain and competitive pricing. The categories in which we operate are expected to remain highly competitive for the foreseeable future. In addition, in recent years, the RTE cereal category, in which our Post Consumer Brands and Weetabix businesses compete, has experienced weakness, and we expect this trend to continue. For additional information regarding the risks related to competition and demand for our products, refer to “Risk Factors” in Item 1A of this report.

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During fiscal 2023, due to adverse macroeconomic conditions, including increased product pricing occurring as a result of heightened costs, our retail businesses have experienced shifts to private label and other value brands. We expect this trend to continue into fiscal 2024. For additional information regarding the risks related to competition and demand for our products, refer to “Risk Factors” in Item 1A of this report.

Governmental Regulation and Environmental Matters

We are subject to ~~regulation~~various laws, rules and regulations administered by federal, state, local and foreign governmental entities and agencies. ~~Our activities in Canada and Europe are subject to regulations similar to those applicable to our businesses in the U.S.~~ As a producer and distributor of goods for human and animal consumption, our operations must comply with, among others, stringent production, processing, packaging, ingredient, quality, safety, transportation, storage, distribution, advertising, labeling and marketing standards administered by the applicable ~~government~~regulatory entities and agencies, ~~namely~~including the Food and Drug Administration (the “FDA”), the USDA, the Federal Trade Commission and state and local agencies in the U.S., as well as similar regulatory entities and agencies in Canada, Mexico, the U.K., the ~~European Union (the “~~E.U.”) and elsewhere. ~~Products that do not meet regulatory standards may be considered to be adulterated and/or misbranded and subject to recall.~~

Our facilities, like those of similar businesses, are subject to certain workplace health and safety laws and regulations, including regulations issued pursuant to the ~~U.S.~~ Occupational Safety and Health Act and various state laws and regulations in the U.S. and similar laws and regulations in Canada and the U.K. These laws and regulations require us to comply with certain safety standards to protect our employees and on-site contractors. Further, certain of our Foodservice and Refrigerated Retail operations are subject to laws and regulations that mandate specific housing requirements for layer hens and mandate specific space requirements for farm animal enclosures, including layer hens and ~~pigs~~sows, which ~~laws~~requirements vary on a state to state basis. Our operations and products also are subject to various federal, state, local and foreign laws and regulations with respect to environmental matters, including air quality, noise, wastewater pretreatment and discharge, storm water, waste management, product stewardship, packaging composition and other regulations intended to protect public health and the environment.

We are subject to various laws, rules and regulations in the U.S. and other countries governing our employment practices, including those related to equal employment, paid leave, ~~and~~ overtime compensation, worker documentation and human rights. We also are subject to laws, rules and regulations in the U.S. and other countries related to anti-corruption, antitrust and competition, economic sanctions and imports/exports. In addition, our operations are subject to various federal, state and foreign laws and regulations regarding data privacy, including the General Data Protection Regulation, the E.U.’s retained law version of the General Data Protection Regulation, the E.U.-U.S. Data Privacy Framework and the California Consumer Privacy Act (as modified by the California Privacy Rights Act), each of which applies to certain of our businesses and deals with the collection and use of personal information obtained from data subjects. We also are subject to tax and securities regulations, accounting and reporting standards and other financial laws and regulations.

We continue to monitor developments in laws and regulations. While the impact of laws and regulations on our businesses cannot be predicted with certainty, we currently do not believe that compliance with existing laws and regulations will have a material effect on our capital expenditures, earnings or competitive position.9

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competition, customs and foreign trade, including laws regarding the import or export of our products or raw materials used in our products and tariffs, economic sanctions, information security and data privacy, including the U.K. General Data Protection Regulation (the “U.K. GDPR”), the E.U. General Data Protection Regulation (the “E.U. GDPR”), the California Consumer Privacy Act (as modified by the California Privacy Rights Act) and various other states’ comprehensive privacy laws, consumer protection laws, including the Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65) in California, supply chain due diligence requirements, including regarding human rights, and tax and securities regulations, accounting and reporting standards and other financial laws and regulations.

Our operations and products also are subject to various federal, state, local and foreign laws, rules and regulations concerning environmental matters, including greenhouse gas emissions, air quality, noise, wastewater pretreatment and discharge, storm water, waste management, water consumption, product stewardship, packaging composition and other regulations intended to protect public health and the environment.

We continue to monitor developments in laws, rules and regulations. With the rapidly evolving nature of laws, rules and regulations and interpretations thereof, as well as geopolitical conditions, the impact of such laws, rules or regulations cannot be predicted with certainty, and there can be no assurance that laws, rules and regulations will not materially impact us. Refer to “Violations of laws or regulations, as well as new laws or regulations or changes to existing laws or regulations or to interpretations thereof, could adversely affect our businesses” within “Risk Factors” in Item 1A of this report for additional information.

Human Capital

Post and its consolidated subsidiaries have 1113,~~430~~180 employees as of November 1, ~~2023~~2025, of which 911,~~790~~390 are in the U.S., 1,~~080~~210 are in the U.K., ~~420~~450 are in Canada and ~~140~~130 are located in other jurisdictions. As of November 1, ~~2023~~2025, 2016% of such employees ~~were~~are unionized. We have entered into several collective bargaining agreements on terms that we believe are typical for the industries in which we operate. Most of the unionized workers at our facilities are represented under contracts which expire at various times throughout the next several years. In general, as these agreements expire, we believe that the agreements can be renegotiated on satisfactory terms. Any new collective bargaining agreements could result in changes to our cost structure at the relevant facilities. We believe that overall we have good relationships with our employees and their representative organizations.

Our people are critical to our success and our ability to achieve our strategic objectives. While each of our businesses generally operates autonomously to implement its talent acquisition and management strategies with respect to its employees, our organization aligns to provide a safe, rewarding and respectful workplace where employees have opportunities to pursue development and career paths based on their skills, performance and potential.

Company Ethics

Our Code of Conduct reflects our commitment to our stakeholders, including our employees, to conduct our businesses ethically, responsibly and in accordance with applicable laws and regulations. We conduct an annual Code of Conduct training and awareness campaign. To encourage open and honest communication throughout our organization, our employees have access to ana confidential employee speak up line, which is operated by a third-party provider, ispublicized to employees and other third parties, and available twenty-four hours a day, seven days a week in multiple languages and allows for anonymous reports. Our senior leadership team and our Board of Directors receive periodic updates of matters reported to the speak up line.

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Health and Safety

We are committed to maintaining a healthy and safe workplace for our employees. We adhere to a global environmental, health, safety and sustainability policy. We utilize a comprehensive safety and risk management system that incorporates rigorous safety standards and practices, employee and leadership training to ensure consistent implementation of our safety protocols and periodic internal and external audits to evaluate our compliance with such policies. Through regular communications between safety teams and leaders, we strive to continuously improve and update our safety protocols and practices. Our senior leadership team and our Board of Directors receive periodic updates regarding the performance of our safety and risk management system and our risk mitigation activities.

The COVID-19 pandemic led to unique challenges, and throughout the pandemic, we highlighted, invested in and recognized the importance of our employees, including by implementing additional safety protocols as part of our health and safety program.

Talent Acquisition, Development, Engagement and Retention

Acquiring, developing, engaging and retaining a ~~diverse and~~ talented workforce with a wide range of backgrounds, skills and abilities is key to achieving our business goals.

We continue to enhance our talent acquisition strategy across the enterprise through increased partnerships with colleges and universities, through community outreach initiatives, by providing training and resources to our recruiters and people leaders on interviewing skills, through job description development and by enhancing our ~~career~~use ~~websites~~of our technology platforms and ~~resources~~data insights.

We believe encouraging internal mobility is a key strategy to reducing attrition by retaining critical talent across our organization, as well as building succession plans with such employees’ future roles in mind. We continue to implement initiatives to encourage and remove barriers to internal mobility opportunities. To further increase our talent pool, we also provide robust intern programs designed to provide experience and assist with development of skills to diverse and qualified college students.10

Another key factor in our human capital management strategy is providing development opportunities and resources for our employees. We offer a variety of training and development programs for employees. In addition, we encourage building individual development plans and offer a large array of training resources, ranging from technical skills to behavioral skills. We also provide robust compliance training.

Our businesses conduct engagement surveys and then use those results to understand strengths and areas of opportunity. Many of our employees participate in company-organized volunteer events which foster a sense of community and giving.

We continue to review, evaluate and implement solutions and resources that address the physical and mental health and overall well-being of our employees. Our Total Rewards programs, plans and policies are designed to be comprehensive and competitive, support our business goals and be cost effective and promote shared fiscal responsibility. To support the health and financial needs of our employees, we offer competitive fixed and/or variable pay and a suite of benefit plans and programs to eligible employees, including medical, prescription drug, dental, vision, life insurance, disability coverage, paid time off, employee assistance and defined benefit and defined contribution retirement plans and programs.

Diversity, Equity and Inclusion

We are committed to building an inclusive culture throughout our organization. Our Diversity, Equity and Inclusion Council, which has representation from our holding company and each of our businesses, develops strategies, helps establish and implement initiatives for diversity, equity and inclusion (“DEI”) and creates tools that can be used to align efforts and monitor and track progress across our organization. During fiscal 2023, our Diversity, Equity and Inclusion Council established working committees (dedicated to image, suppliers, talent and culture) to focus and refine its efforts.

Our Company’s DEI initiatives include: (i) conducting a standardized DEI training program utilized throughout our organization to establish a consistent foundation of knowledge and foster more inclusive work environments; (ii) forming and supporting employee resource groups throughout our organization with a focus on DEI; (iii) integrating inclusive business practices to eliminate bias in talent management and procurement; (iv) issuing our DEI newsletter biannually; and (v) operating an employee speak-up line to encourage a “speak up” culture with regard to DEI matters. Our Board of Directors receives periodic updates regarding our DEI efforts.

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We believe encouraging internal mobility is a key strategy to reducing attrition by retaining critical talent across our organization, as well as building succession plans with such employees’ future roles in mind. We continue to implement initiatives to encourage and remove barriers to internal mobility opportunities. Our businesses conduct engagement surveys annually and use the results from those surveys to understand strengths and areas of opportunity. To further increase our talent pool, we also provide robust intern programs designed to provide practical experience and assist with development of skills for future success.

Another key factor in our human capital management strategy is providing development opportunities and resources for our employees. We offer a variety of training and development programs for employees. We encourage building individual development plans and offer a large array of training resources both in person and through e-learning to allow employees to focus on timely and topical development areas, including leadership, operational efficiency and functional skill building. We also provide robust compliance training.

Many of our employees participate in company-organized volunteer events which foster a sense of community and giving. Through our All In @Post philosophy, we are committed to building and maintaining inclusive workplaces throughout our organization, which provide employees with the foundation and opportunities to succeed based on their own merit. We offer inclusion training opportunities to foster an environment of belonging. In addition, our businesses continue to foster employee resource groups, which are open to all of the respective business’s employees.

We continue to review, evaluate and implement solutions and resources that address the overall well-being of our employees. Our Total Rewards programs, plans and policies are designed to be comprehensive and competitive, support our business goals, be cost effective and promote shared fiscal responsibility. To support the health and financial needs of our employees, we offer competitive fixed and/or variable pay and a suite of benefit plans and programs to eligible employees, including medical, prescription drug, dental, vision, life insurance, disability coverage, paid time off, employee assistance and defined benefit and defined contribution retirement plans and programs.

Available Information

We make available, free of charge, through the Investors portion of our website (www.postholdings.com) reports we file with, or furnish to, the Securities and Exchange Commission (the “SEC”), including our annual reports on Forms 10-K, quarterly reports on Forms 10-Q, current reports on Forms 8-K and amendments to those reports (including exhibits) filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. The SEC maintains an internet site containing these reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC at http://www.sec.gov. Our Corporate Governance Guidelines, our Code of Conduct and the charters of the Audit and Corporate Governance and Compensation Committees of our Board of Directors also are available onunder the Governance section within the Sustainability portion of our website, where they can be printed free of charge. All of these documents also are available to shareholders at no charge upon request sent to our corporate secretary (2503 S. Hanley Road, St. Louis, Missouri 63144, Telephone: 314-644-7600). The information and other content contained on our website are not part of (or incorporated by reference in) this report or any other document we file or furnish with the SEC.

Information about our Executive Officers

The section below provides information regarding our executive officers as of November 1620, ~~2023~~2025:

~~Jeff~~Robert AV. ~~Zadoks~~Vitale, age 5859, has served as ~~Executive~~our ~~Vice~~ President and Chief Executive Officer since November ~~2017~~2014, and as ~~our~~a ~~Chief~~member ~~Operating~~of ~~Officer~~our ~~since~~Board ~~December~~of ~~2022.~~Directors ~~Mr.~~since ~~Zadoks~~November ~~also~~2014 ~~has~~(and, ~~been serving~~ as ~~our~~previously ~~Interim~~announced, ~~President~~will ~~and~~also ~~Chief~~become ~~Executive~~Chairman ~~Officer~~of ~~since~~our ~~November~~Board 2,of ~~2023,~~Directors in ~~connection~~December ~~with~~2025). Previously, Mr. Vitale’s ~~medical~~served ~~leave~~as ofour ~~absence~~Chief Financial Officer from October 2011 until November 2014. Mr. ~~Zadoks~~Vitale ~~previously~~ served as ~~our~~president ~~Executive~~and ~~Vice~~chief ~~President~~executive ~~and~~officer ~~Chief~~of AHM Financial ~~Officer~~Group, ~~from~~LLC, ~~November~~a ~~2017~~diversified ~~until~~provider ~~December~~of ~~2022,~~insurance brokerage and ~~our~~wealth ~~Senior~~management ~~Vice~~services, ~~President~~from 2006 until 2011 and ~~Chief~~previously ~~Financial~~was ~~Officer~~a ~~from~~partner ~~November~~of ~~2014~~Westgate ~~until~~Equity ~~November~~Partners, ~~2017~~LLC, a consumer-oriented private equity firm. Mr. ~~Zadoks~~Vitale served as ~~our~~the ~~Senior~~executive ~~Vice~~chairman ~~President~~of ~~and~~BellRing, ~~Chief~~a ~~Accounting~~publicly-traded ~~Officer~~former subsidiary of ours that manufactures products in the global convenient nutrition category, from ~~January~~September ~~2014~~2019 until November ~~2014,~~2024 and as ~~our~~chairman ~~Corporate~~of ~~Controller~~the ~~from~~board ~~October~~of ~~2011~~directors ~~until~~of BellRing since November ~~2014~~2024. From October 2018 until July 2025, Mr. ~~Zadoks~~Vitale was also ~~served~~a asmember ~~the chairman~~ of the board of directors of ~~Post~~8th ~~Holdings~~Avenue, ~~Partnering~~a ~~Corporation~~private brand-centric, consumer products holding company which we separately capitalized with third parties in 2018 and fully acquired in July 2025. Mr. Vitale also served as the president and chief investment officer of PHPC, our former publicly-traded affiliate that was a special purpose acquisition company, from January 2021 until June 2023. ~~Prior to joining Post,~~ Mr. ~~Zadoks~~Vitale ~~served~~also asserves ~~senior~~on ~~vice~~the ~~president~~board ~~and~~of ~~chief~~directors ~~accounting~~of ~~officer~~Energizer ~~at RehabCare Group~~Holdings, Inc., a ~~provider of post~~publicly-~~acute~~traded ~~care~~manufacturer, inmarketer ~~hospitals~~ and ~~skilled~~distributor ~~nursing~~of ~~facilities~~primary batteries, ~~from~~portable ~~February~~lights ~~2010~~and toauto ~~September~~care ~~2011~~appearance, ~~and~~performance, asrefrigerant ~~vice president~~ and ~~corporate~~fragrance ~~controller of RehabCare Group from December 2003 until January 2010~~products.

Robert V. Vitale, age 57, has served as our President and Chief Executive Officer since November 2014, and is currently on medical leave. Mr. Vitale also has served as a member of our Board of Directors since November 2014. Previously, Mr. Vitale served as our Chief Financial Officer from October 2011 until November 2014. Mr. Vitale served as president and chief executive officer of AHM Financial Group, LLC, a diversified provider of insurance brokerage and wealth management services, from 2006 until 2011 and previously was a partner of Westgate Equity Partners, LLC, a consumer-oriented private equity firm. Mr. Vitale has served as the executive chairman of BellRing, a publicly-traded former subsidiary of ours that manufactures products in the global convenient nutrition category, since September 2019, but since November 2, 2023 has been on medical leave in his executive capacity, and is a member of the board of directors of 8th Avenue, a private brand-centric, consumer products holding company which we separately capitalized with third parties. Mr. Vitale also served as the president and chief investment officer of Post Holdings Partnering Corporation, our former publicly-traded affiliate that was a special purpose acquisition company, from January 2021 until June 2023. Mr. Vitale also serves on the board of directors of Energizer Holdings, Inc., a publicly-traded manufacturer, marketer and distributor of primary batteries, portable lights and auto care appearance, performance, refrigerant and fragrance products. 11

~~Matthew~~Table J. Mainer, age 52, has served as our Senior Vice President, Chief Financial Officer and Treasurer since December 2022 and as our Senior Vice President and Treasurer since December 2018. Mr. Mainer previously served as our Vice President and Treasurer from January 2015 until November 2018. Prior to joining Post, Mr. Mainer served as Assistant Treasurer at Mallinckrodt plc, a global business that develops, manufactures, markets and distributes specialty pharmaceutical products and therapies, from January 2013 to December 2014 and as Vice President and Treasurer of ~~ESCO Technologies Inc., a global provider of highly engineered products and solutions serving diverse end-markets, from November 2002 to December 2012.~~Contents

~~Nicolas~~Matthew ~~Catoggio~~J. Mainer, age 4954, has served as an Executive Vice President since November 2024 and as our Chief ~~Executive~~Financial Officer, ~~Post~~and ~~Consumer~~Treasurer ~~Brands~~ since ~~September~~December ~~2021~~2022. ~~Mr.~~He ~~Catoggio~~previously ~~has~~served ~~over~~as ~~twenty~~our ~~years~~Senior ofVice ~~experience~~President, inChief ~~the~~Financial ~~consumer~~Officer ~~goods~~and ~~industry.~~Treasurer ~~From~~from ~~2007~~December to2022 ~~September~~until ~~2021~~November 2024, heas ~~served~~our inSenior ~~various~~Vice ~~roles~~President atand ~~Boston~~Treasurer ~~Consulting~~from ~~Group~~December ~~(“BCG”),~~2018 ato ~~privately~~December ~~owned~~2022 ~~global~~and ~~management~~as ~~consulting~~our ~~firm,~~Vice ~~advising~~President ~~clients~~and inTreasurer ~~the~~from ~~consumer~~January ~~goods~~2015 ~~industry~~until November 2018. Prior to joining Post, ~~most~~Mr. ~~recently~~Mainer served as ~~managing~~assistant ~~director~~treasurer ~~and~~at ~~senior~~Mallinckrodt ~~partner~~plc ~~from~~which, ~~June~~at ~~2021~~the totime, ~~September~~was ~~2021,~~a ~~and~~global ~~previously~~business asthat ~~managing~~developed, ~~director~~manufactured, marketed and ~~partner~~distributed ~~from~~specialty ~~2007~~pharmaceutical toproducts ~~May~~and ~~2021.~~therapies, ~~Before~~from ~~joining~~January ~~BCG,~~2013 ~~Mr.~~to ~~Catoggio~~December ~~served~~2014 inand ~~various~~as ~~roles~~vice ~~for~~president ~~eight~~and ~~years~~treasurer atof ~~Unilever~~ESCO ~~PLC~~Technologies Inc., a publicly-traded ~~multinational~~global ~~consumer~~provider ~~goods~~of ~~company,~~highly ~~mainly~~engineered inproducts ~~new~~and ~~business~~solutions ~~development~~serving diverse end-markets, ~~corporate~~from ~~strategy~~November ~~and~~2002 ~~finance~~to December 2012.

~~Diedre~~Nicolas ~~J. Gray~~Catoggio, age 4551, has served as anPresident and Chief Executive ~~Vice~~Officer, ~~President~~Post Consumer Brands since ~~November~~September ~~2017~~2021, and as previously announced, Mr. Catoggio also will serve as our ~~General~~Executive ~~Counsel~~Vice President and Chief ~~Administrative~~Operating Officer ~~since~~beginning ~~November~~in ~~2014~~January 2026. ~~She~~Mr. Catoggio has ~~served~~over astwenty ~~our~~years ~~Corporate~~of ~~Secretary~~experience ~~since~~in ~~January~~the ~~2012.~~consumer Msgoods industry. ~~Gray~~From ~~previously~~2007 to September 2021, he served asin ~~our~~various ~~Senior~~roles ~~Vice~~at ~~President~~Boston Consulting Group (“BCG”), ~~General~~a ~~Counsel~~privately owned global management consulting firm, advising clients in the consumer goods industry, most recently as managing director and ~~Chief~~senior ~~Administrative~~partner ~~Officer~~from June 2021 to September 2021, and previously as managing director and partner from ~~November~~2007 ~~2014~~to ~~until~~May 2021. Before joining BCG, Mr. Catoggio served in various roles for eight years at Unilever PLC, a publicly-traded global consumer goods company, mainly in new business development, corporate strategy and finance.

Diedre J. Gray, age 47, has served as an Executive Vice President since November 2017 and as our General Counsel and Chief Administrative Officer since November 2014. She has served as our Corporate Secretary since January 2012. Ms. Gray previously served as our Senior Vice President, General Counsel and Chief Administrative Officer from November 2014 until November 2017. Ms. Gray served as our Senior Vice President-Legal starting in December 2011 and was promoted to Senior Vice President, General Counsel in September 2012. Prior to joining Post, Ms. Gray served as associate general counsel and assistant secretary at MEMC Electronic Materials, Inc. (now SunEdison, Inc.), which, at the time, was a semiconductor and solar wafer manufacturing company, from 2010 to 2011. Previously, Ms. Gray was an attorney at Bryan Cave LLP (now Bryan Cave Leighton Paisner LLP) from 2003 to 2010.

Mark W. Westphal, age 60, has served as President, Foodservice (formerly known as Michael Foods) since January 2018. Until January 2018, Mr. Westphal served as Chief Financial Officer of Michael Foods for nearly ten years. Prior to joining Michael Foods in 1995, Mr. Westphal worked for Grant Thornton LLP, an audit and assurance, tax and advisory services firm.

Jeff A. Zadoks, age 60, has served as an Executive Vice President since November 2017 and as our Chief Operating Officer since December 2022. As previously announced, Mr. Zadoks plans to retire from his current roles effective January 2026. Mr. Zadoks also served as our Interim President and Chief Executive Officer from November 2023 to January 2024, in connection with a medical leave of absence of Mr. Vitale. Mr. Zadoks previously served as our Executive Vice President and Chief Financial Officer from November 2017 until December 2022, and our Senior Vice President and Chief Financial Officer from November 2014 until November 2017. Mr. Zadoks served as our Senior Vice President and Chief Accounting Officer from January 2014 until November 2014, and as our Corporate Controller from October 2011 until November 2014. Mr. Zadoks also served as the chairman of the board of directors of PHPC, our former publicly-traded affiliate that was a special purpose acquisition company, from January 2021 until June 2023. Prior to joining Post, Mr. Zadoks served as senior vice president and chief accounting officer at RehabCare Group, Inc. (“RehabCare Group”), which, at the time, was a provider of post-acute care in hospitals and skilled nursing facilities, from February 2010 to September 2011, and as vice president and corporate controller of RehabCare Group from December 2003 until January 2010.

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ITEM 1A. RISK FACTORS

In addition to the factors discussed elsewhere in this report, the following risks and uncertainties, some of which have occurred and any of which may occur in the future, could have material adverse impacts on our businesses, financial condition, results of operations and cash flows. Although the risks below are organized by heading, and each risk is described separately, many of the risks are interrelated. While we believe we have identified and discussed below the material risks to us, additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our businesses, financial condition, results of operations and cash flows.

Business and Operating Risks

Increased costs for our inputs, including ingredients, packaging, energy or other supplies, or freight, or limited availability of such inputs or freight, could negatively impact our businesses, financial condition, results of operations and cash flows.

Our businesses purchase and use many different inputs to manufacture our products, including ingredients, packaging materials, energy and other supplies. For a discussion of the raw materials, energy and other supplies used in our businesses, refer to “Raw Materials, Energy and Other Supplies” within “Business” in Item 1 of this report. In addition, we incur expenses in connection with the transportation and delivery of our products. The supply and price of our inputs, as well as freight, are subject to market conditions and are impacted by many factors beyond our control, including, as applicable, inflation, new or increased tariffs (including the tariffs imposed by the U.S. on imports and exports in 2025 and any retaliatory tariffs by other countries in response thereto) or other trade restrictions, diseases affecting livestock (including HPAI outbreaks that occur periodically and swine outbreaks that occur occasionally), new or changing regulatory or market-driven requirements (including requirements that products exclude certain inputs), labor shortages, strikes or other labor unrest or other workforce disruptions, increased fuel costs, concentration of agriculture commodity suppliers through cooperatives or other consolidations, limited freight carrier availability, information systems disruptions or failures (including due to cybersecurity incidents), animal feed costs, agricultural yield, increased demand, public health crises, war or armed hostilities (such as the ongoing conflicts in Ukraine and the Middle East), geopolitical events or tensions, national or international disputes, terrorism or other acts of violence, any acute (including extreme weather and natural disasters) or chronic (including prolonged temperature and precipitation patterns) weather events, fire, water stress or usage regulation, governmental programs, incentives or controls, insects or pests, plant diseases, foreign currency exchange rates and milk price supports established by the USDA. In addition, the prices of inputs and freight from time to time increase as we pursue more sustainable, specially sourced or certified raw materials or alternative energy sources.

During recent years, we have experienced increased input and freight costs, including as a result of inflation, tariffs, labor shortages and heightened interest rates. During fiscal 2025, cost pressures on certain inputs eased, while other inputs continued to face heightened cost pressures, and we expect this trend to continue into fiscal 2026. 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. Similarly, from time to time, we experience limited supply or shortages of certain of our inputs or freight availability, which has resulted, and may in the future result, in us paying increased amounts for such inputs or freight or has impacted, and may in the future impact, our ability to produce or deliver our products. Also, in response to changing regulatory or market-driven requirements, we may need to source new inputs from third-party suppliers, which may be limited in availability or result in increased costs.

Although we try to manage the impact of increases in certain of these costs by using hedges to lock in prices on quantities required to meet our anticipated production requirements, when we fail, or are unable, to hedge and prices subsequently increase, or when we institute a hedge and prices subsequently decrease, our costs are from time to time greater than anticipated or greater than our competitors’ costs, and our businesses, financial condition, results of operations and cash flows are from time to time adversely affected. In addition, from time to time, we take measures to mitigate the impact of adverse conditions, including increased costs for ingredients, packaging materials, energy, other supplies and freight and employee-related costs, through pricing measures (such as increasing the prices of our products or decreasing the size of our products). However, the prices charged for our products may not reflect changes in our costs or the impact of such conditions at the time they occur or at all. When these measures are ineffective or are not implemented in a timely manner, changes in costs or the impact of other adverse conditions from time to time limit our ability to maintain existing margins and otherwise materially adversely impact our businesses, financial condition, results of operations and cash flows. Further, from time to time, we are not able to raise our prices sufficiently in response to cost increases or other adverse conditions (including when inflation or cost increases outpace our price elasticities or as a result of competitive pressures) or such price increases result in decreased sales volume or consumption or shifts to competitors’ products or private label or value brands. Also, we could be the subject of regulatory investigations or actions as a result of price increases.

Agricultural diseases or pests could harm our businesses, financial condition, results of operations and cash flows.

Many of our business activities are subject to a variety of agricultural risks, including agricultural diseases and pests, which can adversely affect the quality and availability of the raw materials we use and the products we produce and distribute (or have produced or distributed by third parties), as well as increase the volatility in our raw materials costs. Any actual or potential

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~~November~~contamination ~~2017.~~of ~~Ms.~~our ~~Gray~~products ~~served~~could asresult ~~our~~in ~~Senior~~product ~~Vice~~recalls, ~~President-Legal~~market ~~starting~~withdrawals, inproduct ~~December~~detentions, ~~2011~~safety ~~and~~alerts, ~~was~~cessation ~~promoted~~of tomanufacturing ~~Senior~~or ~~Vice~~distribution ~~President~~or, ~~General~~if ~~Counsel~~we infail ~~September~~to ~~2012.~~comply ~~Prior~~with toapplicable ~~joining Post~~FDA, MsUSDA or other U.S. ~~Gray~~or ~~served~~international asregulatory ~~associate~~authority ~~general~~requirements, ~~counsel~~enforcement ~~and~~actions. ~~assistant~~We ~~secretary~~also atcould ~~MEMC~~be ~~Electronic~~subject ~~Materials,~~to ~~Inc.~~product ~~(now~~liability ~~SunEdison~~claims, ~~Inc.),~~adverse apublicity ~~semiconductor~~or ~~and~~reputational ~~solar~~harm ~~wafer~~if ~~manufacturing~~any ~~company,~~of ~~from~~our ~~2010~~products are alleged to ~~2011~~have caused illness or injury. ~~Previously~~Further, ~~Ms.~~when ~~Gray~~the ~~was~~increased ancosts ~~attorney~~for atraw ~~Bryan~~materials ~~Cave~~result ~~LLP~~in ~~(now~~increased ~~Bryan~~prices ~~Cave~~for ~~Leighton~~our ~~Paisner~~products, ~~LLP)~~our ~~from~~businesses ~~2003~~could tobe ~~2010~~impacted by reduced demand for our products or governmental investigations.

~~Mark~~HPAI W.periodically ~~Westphal~~affects the domestic poultry industry, ~~age~~leading 58to hen deaths. In fiscal 2015, ~~has~~an ~~served~~HPAI asoutbreak ~~President~~occurred in the Midwest of the U.S., ~~Foodservice~~affecting ~~(formerly~~a ~~known~~substantial asportion ~~Michael~~of ~~Foods)~~our ~~since~~owned ~~January~~and ~~2018~~third-party contracted flocks and materially impacting our financial results. ~~Until~~In ~~January~~addition, ~~2018~~in recent fiscal years, ~~Mr.~~including ~~Westphal~~fiscal ~~served~~2025, aswe ~~Chief~~have ~~Financial~~been ~~Officer~~impacted by outbreaks of ~~Michael~~HPAI. ~~Foods~~Although we utilize biosecurity measures at our layer hen locations to protect against disease exposures and similar measures are used for ~~nearly~~our ~~ten~~third-party ~~years.~~contracted ~~Prior~~flocks, if our facilities, or if any of our third-party contracted flocks, are exposed to ~~joining~~HPAI, ~~Michael~~such ~~Foods~~exposure could in ~~1995~~the future affect a substantial portion of our production facilities in any year and have material adverse impacts on our businesses, Mrfinancial condition, results of operations and cash flows. ~~Westphal~~In ~~worked~~addition, ~~for~~diseases ~~Grant~~affecting ~~Thornton~~livestock ~~LLP~~occasionally impact sow supply, anwhich ~~audit~~could adversely affect our businesses, ~~tax~~financial condition, results of operations and ~~advisory~~cash ~~firm~~flows.

Disruption of our supply chain could have an adverse impact on our businesses, financial condition, results of operations and cash flows.

Our operations and the operations of the third parties on which we rely, including third-party suppliers, manufacturers, carriers, customs brokers, freight forwarders and distributors, from time to time experience damage or disruption due to a number of factors that impacts our ability to source inputs or manufacture, sell or timely deliver our products. Such factors include inflation, new or increased tariffs or other trade restrictions, repairs or enhancements at facilities (including delays in repairing, obtaining and installing equipment), delays in the addition of incremental capacity, execution issues, diseases affecting livestock (such as HPAI outbreaks that occur periodically), compliance (including our food safety or quality or social compliance standards) or regulatory issues, labor shortages, strikes or other labor unrest or workforce disruptions, volatility in product or input availability or cost, operational or financial instability of parties in our supply chain, vendor disputes, limited freight carrier availability, information systems disruptions or failures (including due to cybersecurity incidents), public health crises, government shutdowns, governmental restrictions or mandates, war or armed hostilities (such as the ongoing conflicts in Ukraine and the Middle East), geopolitical events or tensions, national or international disputes, terrorism or other acts of violence, border closures, any acute (including extreme weather and natural disasters) or chronic (including prolonged temperature and precipitation patterns) weather events, prolonged power outages, fire or evacuations related thereto, water stress or usage regulation, insects or pests, plant diseases, explosions or other reasons. Some raw materials and supplies for the manufacturing of our products, including packaging materials, are available only from a limited number of suppliers, from a sole supplier or from a single location, and some of our products are manufactured by a limited number of third-party manufacturers, by a single third-party manufacturer or at a single location. In addition, there are limited supplies of some inputs, including natural food coloring alternatives, which, if all food manufacturers reformulate their products to exclude certain inputs, could result in supply shortages that impact our ability to manufacture our products and could result in increased costs. Failure to take adequate steps to reduce the likelihood or mitigate the potential impact of any of these events, or to effectively manage such events when they occur, particularly when we are relying on a single third-party supplier or manufacturer or a limited number thereof or when an input is sourced from, or a product is manufactured at, a single location or a limited number thereof, from time to time adversely affects our businesses, financial condition, results of operations and cash flows and requires additional resources to restore our supply chain. From time to time, we incur customer penalties as a result of our failure to deliver our products timely or in full. Also, certain of our relationships with third-party manufacturers, suppliers and customers require us to maintain or provide minimum volumes, and we have in the past incurred and could in the future incur significant penalties if we do not satisfy the quantities required under these commitments.

In addition, construction or other capital projects at our manufacturing facilities have in the past resulted and could in the future result in manufacturing delays or increased costs, and our businesses, financial condition, results of operations and cash flows have in the past been and could in the future be adversely impacted by the inability to complete such projects within anticipated time frames or within our cost estimates or if such projects do not result in the anticipated benefits. Further, short-term or sustained increases in consumer demand for our products could exceed our manufacturing capacity or otherwise strain our supply chain (such as occurred during the COVID-19 pandemic or due to egg shortages resulting from HPAI outbreaks), resulting in our inability to meet demand for our products and adverse impacts to us.

Adverse macroeconomic conditions, geopolitical events or tensions, war or armed hostilities, changes in governmental administrations or regulatory priorities or other events resulting in economic or financial market volatility or uncertainty or business disruption could harm our businesses, financial condition, results of operations and cash flows.

We have in the past been and continue to be adversely affected by changes in macroeconomic conditions and other conditions and events resulting in economic or financial market uncertainty or business disruption, which may from time to time

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~~ITEM~~include 1Ainflation, new or increased tariffs or other trade restrictions, reduced consumer confidence or spending rates, animal health crises (such as HPAI outbreaks), supply chain challenges, labor shortages, increased unemployment, heightened interest rates, decreased availability of capital, volatility in financial markets, slow economic growth, recessions, decreased energy availability and increased energy costs (including fuel surcharges), changes in governmental administrations or regulatory priorities, geopolitical events or tensions (including the tensions between the U. ~~RISK~~S. ~~FACTORS~~and China), war or armed hostilities (including the conflicts in Ukraine and the Middle East), terrorism or other acts of violence, government shutdowns, public health crises, foreign currency exchange rate volatility and changes in tax laws or rates, and the effects of governmental responses to manage such conditions or events.

InThe ~~addition~~impacts ~~to the factors discussed elsewhere in this report, the following risks and uncertainties, some~~ of ~~which~~such ~~have~~conditions ~~occurred~~or ~~and~~events ~~any~~from oftime which may occur in the future, could have a material adverse effect on our businesses, financial condition, results of operations and cash flows. Although the risks below are organized by heading, and each risk is described separately, many of the risks are interrelated. While we believe we have identified and discussed below the material risks to ~~us,~~time ~~additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our businesses, financial condition, results of operations and cash flows.~~ include:

~~Operating~~•fluctuations in consumer demand, including consumers shifting purchases from branded to lower-priced private label or other value products, shifting purchases from traditional retail outlets to mass merchandisers and ~~Market~~dollar ~~Risks~~stores or forgoing certain purchases altogether, which from time to time result in loss of our category share or sales volume or a shift in our product mix to lower margin offerings, or decreases in away-from-home demand, which during the COVID-19 pandemic materially impacted our Foodservice segment;

~~Measures~~•customers ~~taken~~managing totheir ~~offset~~inventory ~~the~~levels ~~impact of adverse macroeconomic conditions to maintain our profitability, including increasing prices~~ or ~~decreasing product sizes, may be ineffective, inadequate or unavailable or may~~ otherwise ~~adversely~~reducing ~~affect~~their ~~our~~purchases ~~businesses, financial condition, results~~ of ~~operations~~our ~~or cash flows.~~ products;

~~From~~•disruptions time to time, we take measures to mitigate the impact of adverse macroeconomic conditions, including increased costs for ingredients, packaging, energy, other supplies and freight and employee-related costs, through pricing measures (such as increasing the selling prices of our products or decreasing the size of our products). However, the prices charged for our products may not reflect changes in our ~~costs~~supply or the impact of other adverse events at the time they occur or at all. When these measures are ineffective or are not implemented in a timely manner, changes in costs and the impact of other adverse macroeconomic conditions may limit our ability to maintain existing margins and could have a material adverse effect on our businesses, financial condition, results of operations and cash flows (some of which we experienced in fiscal 2023 and may experience in the future). Further, we may not be able to raise our prices sufficiently in response to cost increases or other adverse macroeconomic conditions (including if inflation or cost increases outpace our price elasticities or as a result of competitive pressures). In addition, such price increases could result in decreased sales volume or consumption or shifts to private label or other value brands, some of which we have experienced during fiscal 2023 and expect to experience during fiscal 2024. These impacts may be intensified by reductions in governmental assistance programs or incentives (as examples, the discontinuation of the heightened Supplemental Nutrition Assistance Program benefits that were put in place during the COVID-19 pandemic, which occurred during fiscal 2023, and the resumption of student loan repayments that were temporarily suspended during the COVID-19 pandemic, which occurred in October 2023).chain;

~~Deterioration~~•increased ofvolatility ~~general~~in ~~macroeconomic~~commodity ~~conditions,~~or ~~including~~other ~~periods~~input ofcosts ~~inflation,~~or ~~rising interest rates~~availability, ~~volatility~~which incould ~~capital~~include ~~markets,~~substantial ancost ~~economic~~increases ~~recession~~ or ~~economic~~input ~~uncertainty,~~shortages ~~could~~as ~~harm~~a ~~our~~result ~~businesses, financial condition, results~~ of ~~operations~~product ~~and~~reformulations ~~cash~~or ~~flows.~~packaging changes;

We•increased ~~have~~uncollectible inreceivables ~~the~~or ~~past~~non-performance ~~been~~due ~~and may continue~~ to bethe ~~adversely~~financial ~~affected~~instability byof ~~changes~~our ~~in macroeconomic conditions~~customers, ~~including periods of inflation~~suppliers, ~~rising interest rates~~distributors, ~~decreased~~third-party ~~availability~~manufacturers ofor ~~capital, volatility in~~ financial ~~markets,~~institutions ~~declining consumer spending rates, recessions, decreased energy availability and increased energy costs (including fuel surcharges), supply chain challenges, labor shortages, geopolitical events~~ or ~~tensions,~~other ~~the~~counterparties; negative impacts caused by government shutdowns, the negative impacts caused by public health crises (such as the COVID-19 pandemic) and the effects of governmental initiatives to manage economic conditions.

Such adverse macroeconomic conditions and ongoing economic uncertainty have impacted us and could continue to impact us, or may impact us, in a variety of ways, including:

•consumers shifting purchases from branded to lower-priced private label or other value products, shifting purchases from traditional retail outlets to mass merchandisers and dollar stores or forgoing certain purchases altogether during economic downturns, which could result in loss of our category share or sales volume or a shift in our product mix to lower margin offerings;

•customers managing their inventory levels in response to such adverse macroeconomic conditions;

•decreased away-from-home demand, which during the COVID-19 pandemic substantially impacted our Foodservice business;

•increased volatility in commodity and other input costs;

•increased uncollectible receivables or non-performance due to the financial instability of our customers, suppliers, distributors or financial institutions;

•increases in labor-related costs;

•increases in the ~~cost~~costs ~~or difficulty~~ of ~~obtaining~~equipment ~~debt~~ or ~~equity~~other ~~financing~~materials tonecessary ~~fund~~for ~~operations or investment opportunities, or to refinance~~ our ~~debt~~planned incapital ~~the future, in each case on terms and within a time period acceptable to us~~projects; ~~and~~

•~~decreases~~increased tovolatility ~~the~~in ~~fair~~foreign ~~value~~currency ofexchange ~~our fixed rate debt and increases to interest expense on our variable rate debt.~~rates;

•increases in the cost or difficulty of obtaining debt or equity financing to fund operations or investment opportunities, or to refinance our debt in the future, in each case on terms and within a time period acceptable to us;

•decreases in the fair value of our fixed rate debt and increases in interest expense on our variable rate debt;

•physical harm to our, our customers or third-party manufacturers’, suppliers’ or vendors’ employees or properties; and

•cybersecurity incidents or other breaches of information systems.

These and other impacts of such conditions and events could also heighten many of the other risks disclosed herein. The results of these and other impacts from such conditions and events are from time to time material to our businesses, financial condition, results of operations and cash flows.

With regard to the conflict in Ukraine, although we do not have operations in Russia, Ukraine or Belarus and do not have significant direct exposure to customers in those countries, this conflict has in the past resulted in increased inflation, escalating energy and fuel prices and constrained availability, and thus increasing costs, of certain of our raw materials and other commodities, geopolitical and macroeconomic uncertainty and declarations of force majeure by certain suppliers, which adversely impacted us. While such impacts are no longer occurring or have been mitigated, such events are unpredictable and change rapidly, and we may face similar or additional challenges in the future, which may result in adverse impacts on our businesses, financial condition, results of operations and cash flows that may be material. Similarly, although we do not have manufacturing operations or significant direct exposure to customers in the Middle East, our businesses and operations could be negatively impacted by increased energy costs, supply chain disruptions or adverse impacts on customers.

We may not be able to operate successfully if we are unable to recruit, hire, retain and develop a qualified workforce or if we lose the services of key employees.

Our ability to achieve our operating goals depends upon our ability to recruit, hire, retain and develop a workforce with the appropriate skills to operate and expand our businesses. In addition, we depend upon the skills, working relationships and continued services of key employees, including members of our senior management team. In recent years, hiring and retaining employees with the necessary technical skills and upskilling our current workforce has been challenging. Additionally, the hiring environment has evolved to require our response to an increased demand for greater flexibility and control over work schedules and locations and greater expectations around investment in career paths, learning and development. Failure to hire and retain or otherwise develop a skilled workforce could have material adverse impacts on us. Further, from time to time, we face sudden and unforeseen challenges in the availability of labor, resulting in material adverse impacts on us. Activities relating to recruiting,

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~~Increased~~hiring, ~~costs~~integrating ~~for~~and ~~raw~~training ~~materials,~~our ~~energy~~workforce also require significant time and ~~other~~expense. ~~supplies~~Additionally, orin ~~limited~~recent ~~availability~~years, ofwe ~~such~~have ~~inputs,~~been ~~could~~undergoing ~~negatively~~various ~~impact~~network ~~our~~optimization ~~businesses~~projects, ~~financial~~which ~~condition,~~have ~~results~~resulted or will result in workforce reductions of ~~operations~~selected workers. If we fail to retain the necessary employees during and ~~cash~~because ~~flows~~of these projects, it could have material adverse impacts on our operations.

~~The primary ingredients used by our businesses include wheat~~Further, ~~oats,~~we ~~rice,~~may ~~corn,~~lose ~~other~~the ~~grain~~services ~~products,~~of ~~eggs,~~a ~~pork~~member ~~and~~of ~~other~~our ~~animal~~senior ~~proteins~~management ~~and~~team ~~fats,~~or ~~pasta,~~another ~~potatoes,~~key ~~bakery products~~employee, ~~cheese,~~including ~~milk,~~due ~~butter,~~to ~~vegetable~~a ~~oils,~~leave ~~dairy-~~of ~~and~~absence ~~vegetable-based~~for ~~proteins,~~medical ~~sugar~~or ~~and~~ other ~~sweeteners, fruit, nuts and water~~reasons. Our ~~Foodservice~~President and ~~Refrigerated~~Chief ~~Retail~~Executive ~~segments~~Officer ~~also~~took ~~use~~medical ~~corn~~leave ~~and~~at ~~soybean meal as~~ the ~~primary~~beginning ~~grains~~of ~~fed~~fiscal to2024, ~~layer~~and ~~hens.~~our ~~Our~~Executive ~~primary~~Vice ~~packaging~~President ~~materials~~and ~~include~~Chief ~~folding~~Operating ~~cartons,~~Officer ~~corrugated~~served ~~boxes,~~as ~~flexible~~our ~~and~~Interim ~~rigid~~President ~~plastic film, trays~~ and ~~containers,~~Chief ~~beverage~~Executive ~~packaging,~~Officer ~~plastic~~during ~~lined~~such ~~cartonboard,~~medical ~~large~~leave. ~~format~~While ~~bags~~this ~~and~~leave ~~steel~~ended ~~cans~~ and ~~lids. In addition,~~ our ~~manufacturing~~officers ~~operations~~resumed ~~use~~their ~~large~~regular ~~quantities~~roles ofin ~~natural~~January ~~gas~~2024, ~~electricity,~~any ~~diesel~~further ~~fuel~~transition, ~~carbon~~or ~~dioxide,~~any ~~sanitizing~~future ~~supplies~~loss ~~and personal protective equipment. Considerable amounts~~ of ~~diesel~~services ~~fuel also are used in connection with the distribution~~ of ~~our~~any ~~products~~key employee, including inone ~~our~~or ~~internal~~more ~~fleets.~~members ~~The supply and price~~ of ~~these inputs are subject to market conditions and are impacted by many factors beyond~~ our ~~control,~~senior ~~including~~management ~~inflation~~team, ~~labor~~could ~~shortages,~~materially ~~increased~~adversely ~~fuel~~impact ~~costs,~~our ~~limited freight carrier availability~~businesses, ~~public~~financial ~~health crises~~condition, ~~strikes~~results orof ~~other~~operations ~~labor unrest, war or armed hostilities (such as the ongoing conflict in Ukraine~~ and ~~the~~cash ~~Israel-Hamas war)~~flows, ~~geopolitical~~significantly ~~events~~delay or ~~tensions,~~prevent ~~national~~the orachievement ~~international disputes, terrorism or other acts~~ of ~~violence,~~our ~~increased~~strategic ~~demand,~~objectives ~~increased compliance costs associated with new or changing government regulations, any naturally occurring or climate change induced acute (including extreme weather~~ and ~~natural~~operating ~~disasters)~~goals ~~or chronic (including prolonged temperature~~ and ~~weather~~cause ~~patterns)~~volatility ~~climatic~~in ~~events,~~our ~~fire,~~stock ~~water~~price. ~~stress,~~In ~~animal feed costs~~addition, ~~agricultural~~our ~~yield,~~Executive ~~governmental~~Vice ~~programs,~~President ~~incentives or controls, regulations or trade~~ and ~~tariff~~Chief ~~policies,~~Operating ~~insects,~~Officer ~~plant~~announced ~~diseases,~~his ~~diseases~~intention ~~affecting~~to ~~livestock~~retire ~~(such~~in asJanuary ~~the fiscal 2015~~2026, ~~2022~~ and ~~2023~~we ~~avian~~announced ~~influenza~~a ~~outbreaks~~succession ~~and~~plan ~~the 2013 PEDV swine outbreak) and milk price supports established by the USDA. From time to time, higher prices~~ for ~~natural~~his ~~gas, electricity and fuel also increase our ingredient, production and delivery costs~~position. InThe ~~addition,~~effectiveness ~~the prices~~ of ~~inputs~~our ~~may~~succession ~~increase~~plan asfor wethis ~~pursue more sustainable~~transition, ~~specially sourced~~ or ~~certified~~the ~~raw~~failure ~~materials~~to ordevelop ~~alternative~~adequate ~~energy~~succession ~~sources,~~plans ~~including~~in ~~mandatory~~the ~~or voluntary transitions to low carbon renewables~~future, ~~some~~could ofhave ~~which~~material weadverse ~~have~~impacts ~~experienced.~~on us.

~~While,~~Unsuccessful ~~historically,~~implementation ~~including during the COVID-19 pandemic, the prices~~ of ~~certain~~business ofstrategies our raw materials, energy and other supplies used in our businesses have fluctuated, unfavorable macroeconomic conditions, including inflation, labor shortages and rising interest rates, have caused our raw materials and other input costs to ~~increase.~~improve Weoperating ~~expect~~efficiency ~~these~~or ~~pressures~~reduce ~~to continue into fiscal 2024 for certain categories~~costs, ~~but for our domestic operations, at a slower rate than we experienced in fiscal 2023. Similarly, from time to time, we experience diminished supply~~ or ~~shortages~~unintended ofconsequences ~~certain~~ of ~~our inputs, which have resulted, and may in~~ the ~~future~~implementation ~~result,~~of ~~in us paying increased costs for~~ such ~~inputs or have impacted~~strategies, ~~and~~ may inadversely ~~the~~affect ~~future impact,~~ our ability to produce our products. Although we try to manage the impact of increases in certain of these costs by using hedges to lock in prices on quantities required to meet our anticipated production requirementsbusinesses, ifstrategic ~~we fail~~plans, or are unable, to hedge and prices subsequently increase, or if we institute a hedge and prices subsequently decrease, our costs may be greater than anticipated or greater than our competitors’ costs, and our businesses, financial condition, results of operations and cash flows ~~could be adversely affected~~.

~~Disruption~~As many of our ~~supply~~costs, ~~chain~~such ~~could~~as ~~have~~raw anmaterials, energy, other supplies and freight, are impacted by factors that are outside of our control, to offset any increases in such costs, we must seek to reduce costs in other areas, such as through projects to increase operating efficiency or eliminate redundant costs. In addition, we from time to time pursue such projects in response to reduced consumer demand or category declines. If we are not able to complete projects designed to reduce costs or increase operating efficiency, including network optimization projects, on time or within budget, if the implementation of these projects does not result in the anticipated cost savings, synergies or other benefits or results in unintended consequences, such as business disruptions, distraction of management and employees, adverse ~~effect~~impacts on existing relationships with customers or suppliers or reduced productivity, or if costs continue to increase as a result of factors beyond our control or we are unable to address declines in consumer demand or category declines, our businesses, strategic plans, financial condition, results of operations and cash flows may be materially adversely impacted. Labor shortages, inflation and equipment and materials shortages have in the past adversely affected and may in the future adversely affect our ability to complete planned capital projects on time and within budget.

InOur ~~coordination~~sales ~~with~~and ~~our~~profit ~~suppliers,~~growth ~~third-party~~are ~~manufacturers~~dependent ~~and~~upon ~~distributors,~~ our ability to ~~make,~~expand ~~move,~~existing ~~store~~market ~~and sell products is critical to our success. From time to time~~penetration, ~~damage~~enter orinto ~~disruption~~new tomarkets ~~our collective supply, manufacturing, warehousing or distribution capabilities resulting from inflation, the need for repairs or enhancements at facilities (including delays in repairing, obtaining~~ and ~~installing~~enhance ~~equipment),~~our ~~execution issues, labor shortages, insufficient~~ product orportfolio ~~raw~~with ~~material~~innovative availability, operational or financial instability of parties in our supply chain, limited freight carrier availability, public health crises (such as the COVID-19 pandemic), strikes or other labor unrest, governmental restrictions or mandates, war or armed hostilities, geopolitical events or tensions, national or international disputes, terrorism or other acts of violence, border closures, any naturally occurring or climate change induced acute (including extreme weather and ~~natural~~profitable disasters) or chronic (including prolonged temperature and weather patterns) climatic events, fire or evacuations related thereto, water stress, insects, plant diseases, diseases affecting livestock (such as the fiscal 2015, 2022 and 2023 avian influenza outbreaks and the 2013 PEDV swine outbreak), explosions, cybersecurity incidents, workforce disruptions (including as a result of widespread employee illness or widespread employee absenteeism) or other reasons impairs our ability to source inputs or manufacture, sell or timely deliver our products. Competitors are, from time to time, affected differently by any of these events depending on a number of factors, including the location of their operations, suppliers, third-party manufacturers and distributors. Failure to take adequate steps to reduce the likelihood or mitigate the potential impact of any of these events, or to effectively manage such events when they occur, particularly when an input is sourced from, or a product is manufactured at, a single location, could adversely affect our businesses, financial condition, results of operations and cash flows and require additional resources to restore our supply chain.

InSuccessful ~~addition~~growth depends upon our ability to add new retail and foodservice customers, ~~construction~~enter ofinto new ormarkets, ~~expansions~~expand the number of ~~existing~~products ~~manufacturing~~sold ~~facilities~~through ~~and~~existing ~~other~~customers ~~capital~~and ~~projects~~enhance ~~could~~our ~~result~~product inportfolio ~~manufacturing~~with ~~delays~~new innovative and ~~increased~~profitable ~~costs~~products. ~~(some~~The development and introduction of ~~which~~new weproducts ~~have~~involves ~~experienced~~risks, ~~and~~including ~~may~~the ~~continue~~investment toassociated ~~experience).~~with ~~Further,~~developing ~~any~~and ~~construction~~marketing ~~delays~~such new products, ~~including~~uncertainties ~~those~~regarding ~~resulting~~trade ~~from~~and ~~equipment~~consumer ~~delays~~acceptance of such new products, ~~could~~the ~~impact~~timeliness ~~future~~of ~~demand~~such new product introductions and the potential for such new products to cause a decline in sales of our existing products. IfIn weaddition, ~~are~~our ~~unable~~growth todepends ~~complete~~upon ~~capital~~our ~~projects~~ability ~~within~~to ~~anticipated~~obtain ~~time~~new ~~frames~~customers ~~and~~while ~~within~~also expanding our ~~cost~~business ~~estimates~~with existing customers. Our failure to successfully add new customers, enter into new markets, expand our business with existing customers or enhance our product portfolio could materially adversely impact our businesses, financial condition, results of operations and cash flows ~~could be adversely impacted~~.

Damage to our reputation could adversely impact our businesses, financial condition, results of operations and cash flows.

Our reputation could be adversely affected by a number of factors, including adverse publicity or negative perceptions (whether or not valid) about us, our business practices, brands, products, ingredients, packaging materials, sponsorship or endorsement relationships, directors, employees or third-party suppliers, manufacturers, licensors or licensees (including those that license third-party trademarks that we license), others in our supply chain or the food and beverage or pet food industries generally, our failure to maintain the quality of our products, the failure of our products to deliver consistently positive consumer experiences, concerns about food safety, real or perceived health concerns regarding our products, real or perceived concerns regarding animal welfare, lawsuits filed against us or our third-party suppliers, manufacturers, licensors or licensees, our products becoming unavailable to consumers, consumer perceptions that we or our directors, employees or third-party suppliers, manufacturers, licensors or licensees have acted in an irresponsible or misleading manner, unethically or in violation of law (including with respect to human rights, child labor, materials sourcing, workplace conditions or employee health and safety), the manner and extent to which we address various environmental, social and governance matters or our failure or perceived failure to act in a manner consistent with evolving stakeholder expectations. Negative social or digital media posts or comments or negative information contained in shopping, health or product evaluation applications (whether or not valid) about us, our business practices, brands, products, ingredients, packaging materials, sponsorship or endorsement relationships, directors,

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Weemployees or third-party suppliers, manufacturers, licensors or licensees, others in our supply chain or the food and beverage or pet food industries generally could damage our brands and reputation. Placement of our advertisements in digital media may also result in damage to our reputation if any such media experiences negative publicity. In addition, our brands may be associated with or appear alongside harmful content before these platforms or our own social media monitoring can detect the issue. The harm resulting from such incidents may be immediate, and we may not be ~~able~~afforded toan ~~operate~~opportunity ~~successfully~~for redress or correction. If we do not maintain favorable perceptions of our Company or brands or if we ~~lose~~experience ~~the~~a ~~services~~loss of ~~key~~confidence ~~employees~~in us or ~~are~~our ~~unable~~products, toour ~~recruit~~businesses, ~~hire~~financial condition, ~~retain~~results of operations and ~~develop~~cash aflows ~~qualified~~could ~~and~~be ~~diverse~~materially ~~workforce~~adversely impacted.

~~Our~~Technology ~~employees~~failures are critical to our success. We depend upon the skills, working relationships and continued services of key employees, including members of our senior management team. In addition, our ability to achieve our operating goals depends upon our ability to recruit, hire, retain and develop a qualified and diverse workforce to operate and expand our businesses. We compete with other companies both within and outside of our industry for skilled and talented people. During the COVID-19 pandemic, certain of our businesses experienced heightened employee turnover and labor shortages, resulting in increased labor-related costs and our inability to meet consumer demand for certain of our products. Furthermore, as a result of such heightened employee turnover, certain of our businesses lost institutional knowledge. As a general matter, recruitment and retention of talent remains challenging in the current employment environment. In addition, a member of our senior management team or ~~other~~cybersecurity ~~key~~incidents ~~employee~~could ~~may~~disrupt ~~find it necessary to take a leave of absence due to medical or other reasons. If we lose the services of key employees, including one or more members of~~ our ~~senior~~operations ~~management team,~~ and wenegatively ~~fail~~impact ~~to develop adequate succession plans, or if we fail to hire, retain and develop qualified and diverse talent to operate and expand~~ our businesses~~, our businesses, financial condition, results of operations and cash flows could be harmed~~. ~~Activities relating to recruiting, hiring, integrating and training our workforce also may require significant time and expense.~~

~~Our~~Information ~~President~~technology ~~and~~is ~~Chief~~critically ~~Executive~~important ~~Officer~~to isour ~~currently~~operations. We rely on ~~medical~~information ~~leave,~~technology networks and ~~our~~systems ~~Executive~~to ~~Vice~~process, ~~President~~transmit and ~~Chief~~store ~~Operating~~operating ~~Officer~~and ~~has~~financial ~~been~~information, ~~appointed~~to comply with regulatory, legal and tax requirements and to ~~also~~manage ~~serve~~and assupport our ~~Interim~~business ~~President~~processes and ~~Chief~~activities, ~~Executive~~including ~~Officer~~our manufacturing operations. ~~The~~We ~~effectiveness~~also ofdepend ~~this~~upon ~~transition~~our information technology infrastructure for electronic communications among our locations, personnel, customers and ~~any~~third-party ~~further~~manufacturers ~~transition,~~and orsuppliers. ~~the~~With ~~loss~~a number of ~~services~~employees ofworking ~~any~~remotely ~~member~~in ofour workforce, our ~~senior~~traditional ~~management~~network ~~team~~boundaries have been extended past our physical facilities, ~~including~~requiring that we protect our ~~President~~systems and ~~Chief~~data ~~Executive~~in ~~Officer~~environments orthat we do not control. In addition, third parties in our ~~Interim~~supply ~~President~~chain and ~~Chief~~other ~~Executive~~third-party ~~Officer~~providers, ~~and~~including ~~Executive~~our ~~Vice~~third-party ~~President~~suppliers, manufacturers, distributors and ~~Chief~~service ~~Operating~~providers ~~Officer~~(“Third Parties”), could ~~materially~~be ~~adversely~~a ~~impact~~source ~~our~~of ~~businesses~~security risk to us, ~~financial~~or ~~condition~~cause disruptions to our normal operations, ~~result~~in the event of ~~operations~~a technology failure or ~~cash~~breach ~~flows~~of their products, ~~significantly~~components, ~~delay~~networks, orsecurity ~~prevent~~systems ~~the~~or ~~achievement~~infrastructure. ofFurther, our ~~strategic~~increasing ~~objectives~~reliance on cloud-based and ~~operating~~Software-as-a-Service ~~goals~~(SaaS) solutions heightens our dependency on certain of these Third Parties, which, while this may shift certain of our operational and ~~cause~~security ~~volatility~~risks into such Third Parties, increases our ~~stock~~risks ~~price~~related to our reliance on vendor controls and adds potential concentration risk and compliance challenges. Also, the rapid evolution and adoption of artificial intelligence (“AI”), including generative AI, may amplify certain existing technology-related risks such as cybersecurity threats, data privacy concerns and intellectual property challenges.

WeIf ~~are~~we ~~currently~~do ~~dependent~~not ~~upon~~build ~~third~~and ~~parties~~sustain ~~for~~the proper technology infrastructure or maintain or protect the ~~supply~~related automated and manual control processes, or if one of ~~materials~~our ~~for~~Third Parties fails to provide the products or services we require, we could be subject to, among other things, billing and collection errors, business disruptions or damage resulting from such events, particularly material security breaches and cybersecurity incidents. Further, from time to time, we modernize and upgrade our information systems, including enterprise resource planning systems, which if not properly designed or implemented or if such implementations do not operate properly, could adversely impact our operations, could subject us to heightened cybersecurity risks or could adversely impact the ~~manufacture~~effectiveness of ~~many~~our ofinternal controls over financial reporting or our ~~products~~ability to adequately assess those controls in a timely manner. Our ~~businesses~~and ~~could~~our ~~suffer~~Third asParties’ information technology systems may be vulnerable to a ~~result~~variety of ainvasions, ~~third~~interruptions ~~party’s~~or ~~inability~~malfunctions due to ~~supply~~events ~~materials~~beyond ~~for~~our or their control, including natural disasters, user error, terrorist attacks, telecommunications failures, power outages, computer viruses, issues with or errors in systems’ maintenance or security, ransomware and malware, hardware and software failures, cybersecurity incidents, hackers and other causes. Such invasions, interruptions or malfunctions could negatively impact our ~~products~~businesses. If any of our or ~~produce~~our Third Parties’ significant information technology systems suffers severe damage, disruption or shutdown, including by malicious or unintentional actions of contractors or employees or by cybersecurity attacks, and our ~~products~~business ~~for~~continuity usplans ondo ~~time~~not effectively resolve the issues in a timely manner, our product sales, businesses, financial condition, results of operations and cash flows may be materially adversely affected, and we could experience delays in reporting our financial results. In addition, there is a risk of business interruption, competitive loss, litigation, violation of data privacy laws, reputational damage, theft of funds and other losses from such events, including any leaks of confidential or personal information or trade secrets resulting therefrom. While we have insurance programs in place related to ~~our~~these ~~specifications~~matters, the potential liabilities associated with such events, or those that could arise in the future, could be excluded from coverage or, if covered, could exceed the coverage provided by such programs. In addition, such insurance programs are costly, and the costs could increase substantially over time.

~~Our~~Cyber ~~businesses~~attacks ~~rely~~and onother ~~independent~~cybersecurity ~~third~~incidents ~~parties~~are ~~for~~occurring ~~the~~more ~~supply~~frequently, ofare ~~materials~~constantly ~~for~~evolving ~~and~~in ~~the~~nature, ~~manufacture~~especially ofwith ~~many~~the ~~products.~~public ~~Our~~availability ~~businesses~~of ~~could~~generative beAI, ~~materially~~are ~~affected~~becoming ifmore wesophisticated ~~fail~~and toare ~~develop~~being ormade ~~maintain~~by ~~our~~individuals ~~relationships~~and ~~with~~groups ~~these~~(including ~~third~~criminal ~~parties~~hackers, ifhacktivists, ~~any~~state-sponsored ~~of these third parties is unable to fulfill its obligations to us~~institutions, ifterrorist ~~any~~organizations ofand ~~these~~individuals ~~third~~or ~~parties~~groups ~~fails~~participating toin ~~comply~~organized crime) with ~~governmental~~a ~~regulations~~wide ~~applicable~~range ~~to the supply~~ of ~~materials~~expertise ~~for~~and ormotives ~~the~~(including ~~manufacturing~~monetization of ~~our~~corporate, ~~products~~payment or ifother ~~any~~internal ~~of these third parties ceases doing business with us~~ or ~~goes~~personal ~~out~~data, ~~of business. Additionally~~fraud, ~~from~~identity ~~time to time~~theft, wepublic ~~experience~~embarrassment ~~operational difficulties~~ with ~~these third parties, which may include increases in costs, reductions in~~ the ~~availability~~intent ofto ~~materials~~cause financial or ~~production~~reputational ~~capacity~~harm, ~~delays~~corporate ~~in the addition of incremental capacity, failures to meet shipment~~ or ~~production~~nation-state ~~deadlines~~espionage, ~~including~~theft ~~as a result~~ of ~~public~~trade ~~health~~secrets ~~crises (such as the COVID-19 pandemic)~~ and ~~related~~intellectual ~~governmental~~property ~~restrictions~~for orcompetitive ~~mandates~~advantage and ~~any~~leverage ~~naturally~~for ~~occurring~~political, orsocial, ~~climate~~economic ~~change induced acute (including extreme weather~~ and ~~natural~~environmental ~~disasters~~reasons). orOur ~~chronic (including prolonged temperature~~ and ~~weather~~our ~~patterns)~~Third ~~climatic~~Parties’ ~~events,~~networks ~~fire~~ and ~~water~~systems ~~stress,~~are ~~cybersecurity~~subject ~~incidents,~~to ~~errors~~constant inattempts ~~complying~~to ~~with~~identify ~~specifications~~ and ~~insufficient~~exploit ~~quality~~potential ~~control.~~vulnerabilities ~~The~~in ~~inability~~our ofand atheir ~~third-party~~operating ~~supplier~~environments orpotentially ~~manufacturer~~resulting ~~to ship orders~~ in acyber ~~timely~~intrusions, ~~manner~~hacks or inransom ~~desirable~~attacks ~~quantities~~with orintent to ~~meet~~disrupt our ~~safety,~~and ~~quality~~their business operations and ~~social~~capture, ~~compliance~~destroy, ~~standards~~manipulate or ~~regulatory~~expose ~~requirements~~various ~~could~~types ~~have~~of ainformation ~~material~~relating ~~adverse~~to ~~impact~~corporate ontrade ~~our businesses~~secrets, ~~reputation,~~customer ~~financial condition~~information, ~~results~~vendor ofinformation ~~operations~~ and ~~cash~~other ~~flows.~~sensitive Inbusiness ~~addition~~information, ~~certain~~including ofacquisition ~~our~~activity, ~~relationships with third~~non-~~party~~public ~~manufacturers~~financial ~~and~~results, ~~suppliers~~employee, ~~require~~customer usor toconsumer ~~purchase~~personal ~~minimum~~information ~~volumes,~~ and weintellectual ~~could~~property ~~incur~~(“General ~~significant~~Cyber ~~penalties~~Events”). ifAlthough we dohave not ~~purchase~~detected ~~the~~a ~~minimum~~material ~~quantities required under these commitments.~~

U.S. and global capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing and disrupt the operations of our suppliers, third-party manufacturers, customers, distributors or financial institutions.

U.S. and global credit markets have, from time to time, experienced significant dislocations and liquidity disruptions which have caused the spreads to applicable reference U.S. Treasury notes on prospective debt financings to widen considerably. In the past, such circumstances have materially impacted liquidity in the debt markets, making financing terms for borrowers less attractive and in certain cases resulted in the unavailability of certain types of debt financing, any of which could occur in the future. Further, our access to funds under our revolving credit facilities is dependent on the ability of the financial institutions that are parties to such facilities to meet their respective funding commitments. Unfavorable macroeconomic conditions, including inflation, supply chain challenges, labor shortages, high interest rates, lower consumer confidence, foreign currency exchange volatility, volatility in global capital markets, recession risks and macroeconomic uncertainty, have caused, and may in the future cause, periods of increased volatility and pricing in the credit and capital markets. If such periods of increased volatility recur, it may become more difficult or costly for us to raise capital through the issuance of common stock or other equity securities or debt financings, refinance our existing debt or sell our assets. These and other events affecting the credit and capital markets also have had, and may in the future have, an adverse effect on other financial markets in the U.S. Our businesses also could be negatively impacted if our suppliers, third-party manufacturers, customers or distributors experience disruptions resulting from tighter capital and credit markets or a slowdown in the general economy. Any of these risks could impair our

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~~ability~~cybersecurity breach to ~~fund our operations~~date, ~~limit~~nor ~~our~~have ~~ability~~we tohad ~~expand~~a ~~our~~material ~~businesses,~~impact ~~result~~resulting infrom ~~interruptions~~a tobreach ~~our~~of ~~businesses~~one orof ~~increase~~ our ~~interest~~Third ~~expense~~Parties, ~~any~~we ~~of which could~~ have ahad ~~material~~and ~~adverse~~continue ~~impact~~to onexperience ~~our~~General ~~businesses,~~Cyber ~~financial~~Events ~~condition,~~or ~~results~~other events of ~~operations~~this nature and ~~cash~~expect ~~flows~~them to continue.

~~Our~~We ~~financial~~implement ~~results~~and ~~may~~maintain systems and processes aimed at detecting and preventing information security and cybersecurity incidents, which require significant investment, maintenance and ongoing monitoring and updating as technologies and regulatory requirements change and as efforts to overcome security measures become more sophisticated. Despite our efforts, the possibility of information security and cybersecurity incidents and human error or malfeasance cannot be ~~adversely~~eliminated ~~affected~~entirely byand ~~increases~~will inevolve ~~freight~~as ~~costs~~new and emerging technology is deployed, including the use of generative AI and personal mobile and computing devices that are outside of our network and control environments. An information security or ~~limited~~cybersecurity ~~freight~~incident ~~carrier~~may ~~availability~~not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered. For more information regarding our cybersecurity activities, refer to Item 1C of this report.

WeLabor ~~rely~~strikes onor ~~trucking~~work ~~and~~stoppages ~~railroad operators to deliver ingredients to manufacturing locations and to deliver our finished products to our customers. Freight costs are impacted~~ by ~~many factors beyond~~ our ~~control,~~employees ~~including inflation, labor shortages, increased fuel costs, limited freight carrier availability, public health crises (such as the COVID-19 pandemic), strikes~~ or ~~other~~employees labor unrest, war or armed hostilities (such as the ongoing conflict in Ukraine), geopolitical events or tensions (such as between the U.S. and China), national or international disputes, terrorism or other acts of ~~violence,~~third ~~increased~~parties demand, increased compliance costs associated with new or changing government regulations and any naturally occurring or climate change induced acute (including extreme weather and natural disasters) or chronic (including prolonged temperature and weather patterns) climatic events. During fiscal 2022, we experienced increased freight costs, which leveled off during fiscal 2023, and we could experience increased freight costs in ~~the future. In addition, shortages of freight operators may impact~~ our ~~ability~~supply tochain ~~manufacture~~could ~~and~~harm ~~deliver~~ our ~~products (some of which we have experienced)~~businesses.

WeSome ~~must~~of ~~identify~~our ~~changing~~employees ~~consumer~~and employees of third parties that are involved in the manufacturing, production or distribution of our products or raw materials needed to manufacture our products are covered by collective bargaining agreements. A dispute with a union or employees represented by a union from time to time results in production interruptions caused by strikes or work stoppages. When a strike or work stoppage occurs, our businesses, financial condition, results of operations and ~~customer~~cash ~~preferences~~flows are from time to time adversely affected. In addition, we and ~~behaviors~~other third parties in our supply chain periodically renegotiate the collective bargaining agreements in place at our and ~~develop~~their respective facilities as such agreements expire. If, as such agreements expire, we or such third parties are unable to enter into new agreements on favorable terms, our businesses, financial condition, results of operations and ~~offer~~cash ~~products~~flows could be adversely impacted. Further, there is no guarantee that we or third parties in our supply chain will be able to ~~meet~~enter ~~these~~into ~~preferences~~new agreements in a timely manner, and ~~behaviors~~if new agreements are not reached, there could be interruptions in production at the respective facilities. In addition, we could be subject to unionization efforts at our non-union facilities. Increased unionization of our workforce could lead to disruptions in our businesses, increases in our operating costs and constraints on our operating flexibility.

Consumer and customer preferences and behaviors evolve over time due to a variety of factors. The success of our businesses depends on our ability to identify these changing preferences and behaviors, to distinguish between short-term trends and long-term changes in such preferences and behaviors and to continue to develop and offer products that appeal to consumers and customers through the sales channels that they prefer. Consumer preference and behavior changes include dietary trends, attention to different nutritional aspects of products, consumer at-home and on-the-go consumption patterns, shifts to private label or other value products, preferences for certain sales channels, concerns regarding the health effects of products, attention to sourcing practices relating to raw materials, animal welfare concerns, environmental concerns (including climate change) regarding packaging and manufacturing processes and attention to other social and governance aspects of our Company (including our products and operations) and of others in our supply chain. Any significant changes in consumer or customer preferences and behaviors and our inability to anticipate or react to such changes could result in reduced demand for our products, which could negatively impact our businesses, financial condition, results of operations and cash flows.

In recent years, including during the COVID-19 pandemic, consumer shopping through eCommerce websites and mobile commerce applications has been prominent, and this trend is altering the retail landscape in which many of our products are sold and is intensifying competition by simplifying distribution and lowering barriers to entry. If we or our customers are unable to effectively compete in the eCommerce market or develop the data analytics capabilities needed to generate actionable commercial insights, and appropriately act on such insights, our businesses, financial condition, results of operations and cash flows could be adversely impacted. Also, certain weight loss drugs, which may suppress a person’s appetite, may impact demand for our products. In addition, our Foodservice and Refrigerated Retail businesses are, and will continue to be, affected by changing preferences and requirements as to the housing of layer hens, as well as certain other farm animals. Many restaurant chains, foodservice companies and grocery chains have announced goals to transition to a cage-free egg supply, as well as goals for other farm animal initiatives, by specified future dates. Also, several states have enacted, or may in the future enact, provisions providing for specific requirements for the housing of certain farm animals. Meeting anticipated customer demand has resulted, and will continue to result, in additional operating and capital costs to procure cage-free eggs, to modify existing layer facilities and to construct new cage-free layer housing and to comply with other farm animal initiatives. Also, our businesses are, and we expect will continue to be, affected by changing preferences and requirements as to the environmental and social impacts of products. Several of our customers have announced goals to transition to recyclable, compostable or reusable packaging or require certified ingredients for specific products. From time to time, these changing preferences and requirements require us to use specially sourced ingredients and packaging types that are more difficult to source or entail a higher cost or incremental capital investment, including within our manufacturing processes, which we may not be able to pass on to customers.

Our sales and profit growth are dependent upon our ability to expand existing market penetration, enter into new markets and enhance our product portfolio with innovative and profitable products.

Successful growth depends upon our ability to add new retail and foodservice customers, enter into new markets, expand the number of products sold through existing customers and enhance our product portfolio with new innovative and profitable products. The development and introduction of new products involves risks, such as the investment associated with developing and marketing such new products, uncertainties regarding trade and consumer acceptance of such new products, the timeliness of such new product introductions and the potential for such new products to cause a decline in sales of our existing products. In addition, our growth depends upon our ability to obtain new customers while also expanding our business with existing customers. Our failure to successfully add new customers, enter into new markets, expand our business with existing customers

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or enhance our product portfolio could have a material adverse effect on our businesses, financial condition, results of operations and cash flows.

Damage to our reputation could adversely impact our businesses, financial condition, results of operations and cash flows.

Our reputation could be adversely affected by a number of factors, including adverse publicity about us, our business practices, products, packaging, ingredients or sponsorship or endorsement relationships (whether or not valid), our suppliers’ or third-party manufacturers’ business practices, our failure to maintain the quality of our products, the failure of our products to deliver consistently positive consumer experiences, concerns about food safety, real or perceived health concerns regarding our products, lawsuits filed against us, our suppliers or our third-party manufacturers, our products becoming unavailable to consumers, consumer perceptions that we have acted in an irresponsible manner, any failure or perceived failure to achieve sufficient environmental, social and governance performance or any failure or perceived failure to act in a manner consistent with stakeholder expectations. In addition, negative perceptions of the food and beverage and pet food industries in their entirety, or segments of the food and beverage and pet food industries in which we operate, may heighten attention from consumers, third parties, the media, governments, our shareholders and other stakeholders and could adversely affect our reputation. The use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative social media posts or comments about us, our business practices, brands, products, ingredients, packaging, sponsorship or endorsement relationships, suppliers or third-party manufacturers or the food and beverage and pet food industries generally (whether or not valid) in the media could damage our brands and reputation. If we do not maintain favorable perceptions of our Company or brands or if we experience a loss of confidence in us or our products, our businesses, financial condition, results of operations and cash flows could be adversely impacted.

Agricultural diseases or pests could harm our businesses, financial condition, results of operations and cash flows.

Many of our business activities are subject to a variety of agricultural risks, including agricultural diseases and pests, which can adversely affect the quality and quantity of the raw materials we use and the products we produce and distribute (or have produced or distributed by third parties), as well as increase the costs of production. Any actual or potential contamination of our products could result in product recalls, market withdrawals, product detentions, safety alerts, cessation of manufacturing or distribution or, if we fail to comply with applicable FDA, USDA or other U.S. or international regulatory authority requirements, enforcement actions. We also could be subject to product liability claims or adverse publicity if any of our products are alleged to have caused illness or injury.

Avian influenza occasionally affects the domestic poultry industry, leading to hen deaths. In fiscal 2015, an avian influenza outbreak occurred in the Midwest of the U.S., affecting a substantial portion of our owned and third-party contracted flocks. In addition, in fiscal 2022 and early fiscal 2023, we were impacted by outbreaks of avian influenza. Although we utilize biosecurity measures at our layer locations to protect against disease exposures, if our facilities are exposed to diseases and pests, such exposure could affect a substantial portion of our production facilities in any year and could have a material adverse effect on our businesses, financial condition, results of operations and cash flows. In addition, diseases affecting livestock (including PEDV) occasionally impact sow supply, which could adversely affect our businesses, financial condition, results of operations and cash flows.

Technology failures or cybersecurity incidents could disrupt our operations and negatively impact our businesses.

Information technology is critically important to our operations. We rely on information technology networks and systems to process, transmit and store operating and financial information, to comply with regulatory, legal and tax requirements and to manage and support our business processes and activities, including our manufacturing operations. We also depend upon our information technology infrastructure for electronic communications among our locations, personnel, customers and third-party manufacturers and suppliers. With a number of employees working remotely in our workforce, our traditional network boundaries have been extended past our physical facilities, requiring that we protect our systems and data in environments that we do not control. In addition, third parties in our supply chain and other third-party providers, including our third-party suppliers, manufacturers, distributors and service providers (“Third Parties”), could be a source of security risk to us, or cause disruptions to our normal operations, in the event of a breach of their products, components, networks, security systems or infrastructure.

If we do not build and sustain the proper technology infrastructure or maintain or protect the related automated and manual control processes, or if one of our Third Parties fails to provide the products or services we require, we could be subject to, among other things, billing and collection errors, business disruptions or damage resulting from such events, particularly material security breaches and cybersecurity incidents. Our and our Third Parties’ information technology systems may be vulnerable to a variety of invasions, interruptions or malfunctions due to events beyond our or their control, including natural disasters, user error, terrorist attacks, telecommunications failures, power outages, computer viruses, ransomware and malware, hardware and software failures, cybersecurity incidents, hackers and other causes. Such invasions, interruptions or malfunctions could negatively impact our businesses. If any of our or our Third Parties’ significant information technology systems suffers severe damage, disruption or shutdown, including by malicious or unintentional actions of contractors or employees or by cyber attacks,

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and our business continuity plans do not effectively resolve the issues in a timely manner, our product sales, businesses, financial condition, results of operations and cash flows may be materially and adversely affected, and we could experience delays in reporting our financial results. In addition, there is a risk of business interruption, competitive loss, litigation, violation of data privacy laws, reputational damage and other losses from such events, including any leaks of confidential or personal information resulting therefrom. While we have insurance programs in place related to these matters, the potential liabilities associated with such events, or those that could arise in the future, could be excluded from coverage or, if covered, could exceed the coverage provided by such programs. In addition, such insurance programs are costly, and the costs could increase substantially over time.

Cyber attacks and other cybersecurity incidents are occurring more frequently, are constantly evolving in nature, are becoming more sophisticated and are being made by individuals and groups (including criminal hackers, hacktivists, state-sponsored institutions, terrorist organizations and individuals or groups participating in organized crime) with a wide range of expertise and motives (including monetization of corporate, payment or other internal or personal data, fraud, identity theft, public embarrassment with the intent to cause financial or reputational harm, corporate or nation-state espionage, theft of trade secrets and intellectual property for competitive advantage and leverage for political, social, economic and environmental reasons). Our and our Third Parties’ networks and systems are subject to constant attempts to identify and exploit potential vulnerabilities in our and their operating environments potentially resulting in cyber intrusions, hacks or ransom attacks with intent to disrupt our and their business operations and capture, destroy, manipulate or expose various types of information relating to corporate trade secrets, customer information, vendor information and other sensitive business information, including acquisition activity, non-public financial results and intellectual property (“General Cyber Events”). Although we have not detected a material security breach to date, nor have we had a material impact resulting from a breach of one of our Third Parties, we have had and continue to experience General Cyber Events or other events of this nature and expect them to continue.

We implement and maintain systems and processes aimed at detecting and preventing information and cybersecurity incidents, which require significant investment, maintenance and ongoing monitoring and updating as technologies and regulatory requirements change and as efforts to overcome security measures become more sophisticated. Despite our efforts, the possibility of information and cybersecurity incidents and human error or malfeasance cannot be eliminated entirely and will evolve as new and emerging technology is deployed, including the use of generative artificial intelligence and personal mobile and computing devices that are outside of our network and control environments. Risks associated with such incidents and activities include theft of funds and other monetary loss, the disruption of our operations and the unauthorized disclosure, release, gathering, monitoring, misuse, modification, loss or destruction of confidential, proprietary, trade secret or other information (including account data information), the effects of which could be compounded if not detected or reported quickly. An information or cybersecurity incident may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered.

Labor strikes or work stoppages by our employees could harm our businesses.

Some of our full-time production, maintenance and warehouse employees are covered by collective bargaining agreements. A dispute with a union or employees represented by a union could result in production interruptions caused by strikes or work stoppages. If a strike or work stoppage were to occur, our businesses, financial condition, results of operations and cash flows could be adversely affected. In addition, we periodically renegotiate the collective bargaining agreements in place at our facilities as such agreements expire, and we expect such agreements to be more difficult to negotiate due to, among other factors, heightened expectations from union members on wages, labor market conditions and inflation. As such agreements expire, if we are unable to enter into new agreements on favorable terms, our businesses, financial condition, results of operations and cash flows could be adversely impacted. Further, there is no guarantee that we will be able to enter into new agreements in a timely manner, and if new agreements are not reached, there could be interruptions in production at the respective facilities. In addition, we could be subject to unionization efforts at our non-union facilities. Increased unionization of our workforce could lead to disruptions in our businesses, increases in our operating costs and constraints on our operating flexibility.

In the event of a strike or work stoppage, we have contingency plans in place to hire additional labor or manufacture products in other locations to mitigate disruption to our businesses. However, there are limitations inherent in any plan to mitigate disruption to our businesses in the event of a strike or work stoppage, and particularly in the case of a prolonged strike or work stoppage, there can be no assurance that it would not have a material adverse effect on our businesses, financial condition, results of operations and cash flows.

Our international operations subject us to additional risks.

We are subject to a number of risks related to doing business internationally, any of which could significantly harm our financial and operational performance. These risks include:

•unfavorable changes in trade agreements, treaties or policies or the imposition of new or increased tariffs, quotas, trade barriers, import or export licensing requirements, price controls, sanctions or other trade restrictions or controls or limits on our ability to import or export raw materials or finished products;

•increased exposure to general market and economic conditions, political and economic uncertainty and volatility and other events, including inflation, the ongoing longer-term impact of changes in international trade policies (including as a result of the exit of the U.K. from the E.U. (Brexit)), volatility in the prices and availability of raw materials, labor and freight, shipping disruptions, foreign currency exchange rate volatility, public health crises, social unrest, government shutdowns, terrorist activity and other acts of violence, acts of war and other armed hostilities (such as the ongoing conflicts in Ukraine and the Middle East) and acute or chronic weather events, outside of the U.S.;

•exposure to treaties, antitrust and competition laws, data privacy laws (including the U.K. GDPR and the E.U. GDPR), laws on AI (including the E.U.’s Artificial Intelligence Act), anti-corruption laws (including the U.K. Bribery Act), food safety and marketing laws, import and export laws, human rights laws and other regulatory requirements and a variety of other local, national and multi-national regulations and laws in multiple jurisdictions, and unfavorable changes to such treaties, laws and regulations and interpretations thereof;

•compliance with U.S. laws and regulations affecting operations outside of the U.S., including anti-corruption regulations (such as the U.S. Foreign Corrupt Practices Act), or unfavorable changes to such laws and regulations and interpretations thereof;

•unfavorable changes in foreign tax treaties and policies, changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws or their interpretations or tax audit implications;

•restrictions on the transfer of funds to and from foreign countries, including potentially negative tax consequences;

•~~unfavorable~~exposure ~~changes~~to inevolving ~~trade~~regulations ~~agreements~~and orstakeholder ~~treaties~~expectations related to environmental, ~~tariffs~~social and governance matters, ~~quotas~~which could have significant implications on our operations, ~~trade~~sourcing, ~~barriers~~products, ~~import~~marketing orand ~~export~~disclosures, ~~licensing~~and the requirements orof ~~other~~which ~~trade~~could ~~restrictions~~contradict one another;

2018

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•unfavorable changes in local regulatory requirements that impact our ability to sell our products in that country;

•unfavorable currency exchange rates;

•challenges associated with cross-border product distribution, including those that were caused (in the case of the COVID-19 pandemic) or may in the future be caused by a public health crisis;

•the occurrence of a public health crisis, such as the COVID-19 pandemic, which may cause us or our distributors, third-party manufacturers, vendors or customers to temporarily suspend our or their respective operations in the affected city or country;

•increased exposure to general market and economic conditions, political and economic uncertainty and volatility and other events, including social unrest, government shutdowns, terrorist activity and other acts of violence, acts of war and other armed hostilities (such as the ongoing conflict in Ukraine) and travel restrictions, outside of the U.S.;

•compliance with treaties, antitrust and competition laws, data privacy laws (including the General Data Protection Regulation and the E.U.’s retained law version of the General Data Protection Regulation and the E.U.-U.S. Data Privacy Framework), anti-corruption laws (including the U.K. Bribery Act), food safety and marketing laws and other regulatory requirements and a variety of other local, national and multi-national regulations and laws in multiple jurisdictions and changes to such treaties, laws and regulations;

•exposure to evolving regulations and stakeholder expectations related to environmental, social and governance matters, which could have significant implications on our operations, products, marketing and disclosures;

•the potential difficulty of enforcing intellectual property and contractual rights;

•increased risk of uncollectible accounts and longer collection cycles;

•unfavorable changes in labor conditions and difficulties in staffing our operations; and

•the difficulty and costs of designing and implementing an effective data security and control environment across diverse regions and employee bases.

InOur ~~addition,~~financial ~~the~~performance ~~exit~~on ofa ~~the~~ U.KS. ~~from~~Dollar ~~the~~denominated ~~E.U.~~basis ~~(“Brexit”)~~is insubject ~~2020~~to ~~created~~fluctuations ~~uncertainty~~in ~~surrounding~~currency ~~certain~~exchange ofrates. ~~our~~Because ~~businesses.~~we ~~While~~have ~~trading~~operations ~~through~~and ~~Brexit~~assets ~~has~~in ~~become~~foreign ~~normal~~jurisdictions, ~~course~~as ofwell ~~business,~~as wea ~~continue~~portion toof ~~plan~~our ~~for~~contracts and ~~mitigate~~revenues ~~risks~~denominated toin ~~production~~foreign ~~post-Brexit. Specifically~~currencies, asand ~~the~~our ~~E.U.~~consolidated ~~and~~financial ~~the~~statements are presented in U.KS. ~~amend~~Dollars, ~~legislation~~we ~~and~~must ~~regulations~~translate ~~post-Brexit,~~our ~~there~~foreign isassets, aliabilities, ~~risk~~revenues ofand ~~increased~~expenses ~~divergence~~into ~~between the E.~~U.S. ~~and~~Dollars ~~the~~at Uapplicable exchange rates.K. ~~regulatory~~In ~~regimes~~addition, ~~and~~ we ~~continue~~also toengage ~~monitor~~in ~~for~~other ~~divergence~~transactions denominated in ~~regulations~~foreign ~~which~~currencies, ~~could~~including ~~impact~~purchases ~~our~~of ~~supply~~raw ~~chain~~materials ~~operations.~~or Weproduct ~~also~~sales, ~~closely~~which ~~monitor~~are ~~and~~remeasured ~~manage~~at ~~our~~applicable ~~inventory~~exchange ~~levels~~rates. ofConsequently, ~~imported~~fluctuations ~~raw~~in ~~materials~~the ~~and~~value ~~finished~~of ~~goods~~foreign incurrencies relative to the U.KS. ~~Despite~~Dollar ~~our~~may ~~efforts~~negatively toaffect ~~control~~the ~~costs,~~value weand ~~have~~comparability ~~continued~~of tothese ~~see~~items ~~inflationary~~in ~~cost~~our ~~pressures~~consolidated ~~rise~~financial statements. In addition, any cash we hold in ~~our~~foreign ~~U.K.~~jurisdictions ~~business~~is ~~during~~subject ~~fiscal~~to ~~2023~~volatility in, asand weunfavorable ~~also~~changes ~~have~~to, ~~experienced~~foreign incurrency ~~other~~exchange ~~markets~~rates. IfOur ~~Brexit,~~primary orcurrency ~~new~~exposures ~~trade~~are ~~arrangements~~to ~~between~~the British Pound Sterling, the ~~U.K.~~Euro and the ECanadian Dollar.~~U.,~~ ~~negatively~~From ~~impact~~time ~~the~~to ~~U.K.~~time, ~~economy~~we orenter ~~result~~into inagreements ~~disagreements~~that onare ~~trade~~intended ~~terms,~~to ~~then~~reduce the ~~impact~~effects toof our ~~operations,~~exposure ~~financial~~to ~~condition~~currency fluctuations, ~~results~~but ofthese ~~operations~~agreements ~~and~~may ~~cash~~not ~~flows~~be ~~could~~effective bein ~~material~~significantly reducing our exposure.

Our financial performance on a U.S. dollar denominated basis is subject to fluctuations in currency exchange rates. Because we have operations and assets in foreign jurisdictions, as well as a portion of our contracts and revenues denominated in foreign currencies, and our consolidated financial statements are presented in U.S. dollars, we must translate our foreign assets, liabilities, revenues and expenses into U.S. dollars at applicable exchange rates. Consequently, fluctuations in the value of foreign currencies relative to the U.S. dollar may negatively affect the value of these items in our consolidated financial statements. Our principal currency exposures are to the British pound sterling, the Euro and the Canadian dollar. From time to time, we enter into agreements that are intended to reduce the effects of our exposure to currency fluctuations, but these agreements may not be effective in significantly reducing our exposure. To the extent we fail to manage our foreign currency exposure adequately, we may suffer losses in value of our net investment in a foreign operation, and our businesses, financial condition, results of operations and cash flows may be negatively affected.

National or international disputes, political instability, terrorism, war or armed hostilities may cause damage or disruption to us and our employees, facilities, suppliers, customers and information systems and could adversely affect our businesses, financial condition, results of operations and cash flows.

Geopolitical events, national or international disputes, political instability, terrorism or other acts of violence, war or armed hostilities, such as the ongoing conflict in Ukraine and the Israel-Hamas war, may cause damage or disruption to our operations,

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international commerce and the global economy. The reactions of governments, markets and the general public to such events, including economic sanctions, trade restrictions, tariffs and boycotts, may result in a number of adverse consequences for our businesses, suppliers and customers. Such events could lead to supply chain and transportation disruptions, constrained availability of raw materials and other commodities, inflation, increased commodity, energy and fuel costs, cyber attacks, breaches of information systems, foreign currency fluctuations and other disruptions that could adversely affect our businesses and our customers, distributors and suppliers. Such events also could result in physical harm to our or our customers’, distributors’ or suppliers’ employees and property. In addition, such events could cause increased volatility in the capital markets, which could negatively impact our ability to obtain additional financing or refinance our existing debt obligations on commercially reasonable terms or at all. Any such events, including the ongoing conflict in Ukraine and the Israel-Hamas war, may also have the effect of heightening many of the other risks described herein, such as those relating to capital markets, raw materials, energy and freight costs, our supply chain, information security and market conditions, any of which could negatively affect our businesses, financial condition, results of operations and cash flows.

Although we do not have operations in Russia, Ukraine or Belarus and do not have significant direct exposure to customers in those countries, our businesses and operations have been negatively impacted by increased inflation, escalating energy and fuel prices and constrained availability, and thus increasing costs, of certain raw materials and other commodities, and declarations of force majeure by certain suppliers. These and other impacts have caused, and may continue to cause, an adverse effect on our businesses, financial condition, results of operations and cash flows that may be material. Similarly, although we do not have operations, or significant direct exposure to customers, in Israel or Gaza, our businesses and operations could be negatively impacted by increased energy costs, supply chain disruptions or adverse impacts on customers.

Climate change, or legal, regulatory or market measures to address climate change, may negatively affect our businesses, reputation and operations.

There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere have caused and will continue to cause increases in the frequency or severity of any acute (including extreme weather and natural disasters) or chronic (including prolonged temperature and weather patterns) climatic events, fire and water stress. If any of these climatic events has a negative effect on agricultural productivity, we may be subject to disruptions in the availability or less favorable pricing for certain raw materials that are necessary for our products, including wheat, oats, corn and other grain products, sugar, fruit, nuts, eggs, potatoes, animal proteins and dairy products. In addition, increases in the frequency and severity of extreme weather or natural disasters may result in damage or disruptions to our manufacturing operations or our third-party manufacturers’ operations, disrupt our supply chain or distribution channels, impact demand for our products, increase our insurance or other operating costs or require us to make additional mandatory or voluntary capital expenditures. Also, water is essential to our businesses and the safety of our products, and the impacts of these climatic events may cause unpredictable availability of, or usage restrictions on, water of acceptable quality, which may lead to, among other things, adverse effects on our operations.

The increasing concern over climate change and related environmental sustainability matters also may result in more federal, state, local and foreign legal requirements, including requirements to reduce or mitigate the effects of greenhouse gases or conserve and replenish water, implement new sustainability initiatives or comply with additional disclosure obligations. Collecting, measuring, analyzing and auditing information relating to such matters can be costly, time-consuming, dependent on third-party cooperation and unreliable. Our compliance, or our customers’, suppliers’ or third-party manufacturers’ compliance, with existing laws and regulations and new laws or regulations enacted in the future, or any changes in how existing laws or regulations are enforced, administered or interpreted, may lead to an increase in compliance costs, cause changes in the way operations are conducted or expose us to additional risk of liabilities and claims, which could have a material adverse effect on our businesses, financial condition, results of operations and cash flows. Also, our customers or consumers may place increased priority on purchasing products that are sustainably grown and made and certified as such, requiring us to incur increased costs for additional transparency, due diligence and reporting and for the inputs for such products. Further, our businesses could be adversely affected if we are unable to remain effectively aligned with expectations from the media, shareholders and other stakeholders, which expectations may contradict one another, on strategy, performance and disclosure on climate change and other environmental, social and governance matters, which could result in reduced demand for our products or adverse impacts on our ability to raise capital or could divert the attention of management and our employees from operating our businesses. Any failure to meet or delay in meeting, or perceived failure to meet or delay in meeting, stakeholder expectations on environmental, social and governance matters or any perception of a failure to act responsibly with respect to environmental, social or governance matters could lead to adverse publicity, which could damage our reputation, which in turn could adversely impact our financial results or our ability to raise capital, as well as expose us to regulatory and legal risks.

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Public health crises may adversely impact our financial and operational performance.

Public health crises, such as the COVID-19 pandemic, and measures taken by governments, businesses and individuals in response to such crises may have significant impacts on our businesses. During the COVID-19 pandemic, we experienced, among other impacts, shifts away from consumption of our foodservice and certain on-the-go products due to reduced consumer traffic orand changes in consumer preferences, adverse impacts on our operations and the operations of third parties in our supply chain resulting in disruptions in our ability to manufacture and deliver our products, adverse impacts on our operating costs, unexpected variability and volatility in consumer demand and delays or modifications to our strategic plans and other initiatives. The COVID-19 pandemic also resulted in broader economic and operational challenges, including heightened inflation, labor shortages, volatility in commodity and operating costs, ~~and~~ supply chain disruptions, and ~~some~~volatility ofin ~~such~~the ~~adverse~~credit ~~economic~~and ~~conditions~~capital ~~continue to impact us~~markets. Public health crises can occur suddenly and evolve rapidly, and the severity, magnitude, duration and ~~duration~~impact of such public health crises are uncertain and difficult to predict. Future public health crises may result in similar impacts or additional challenges that we may not be able to foresee. Any public health crisis also may heighten or manifest other risks set forth herein. Any of these impacts may be material to our businesses, financial condition, results of operations and cash flows.

Industry Risks

Our Post Consumer Brands and Weetabix segments operate in the mature RTE cereal category, and the continued weakening of this category could materially adversely affect our businesses, financial condition, results of operations and cash flows.

Our Post Consumer Brands and Weetabix segments produce and distribute branded, licensed and private label RTE cereals and hot cereals, other cereal-based food products and muesli, primarily selling products to grocery stores, discounters, retailers, foodservice distributors, wholesalers and convenience stores across the U.S., Canada, the U.K. and the E.U. In recent years, the RTE cereal category has experienced weakness, and we expect this trend to continue. Continuing weakness or increasing declines in the RTE cereal category, or the weakening of our major products competing in this category, could have a material adverse impact on our businesses, financial condition, results of operations and cash flows.

We operate in categories with strong competition.

The human and pet food categories in which we operate are highly competitive. Competition in our categories is based on, among other things, price, brand appeal, recognition and loyalty, taste, ~~nutritional~~product ~~value~~quality and safety, ~~price~~nutritional profile, ingredients, effective promotional activities, product-related ~~quality~~certifications, sourcing practices, product availability, variety, innovation, distribution, shelf space and product visibility, packaging, convenience, ~~effective promotional activities~~ and the ability to identify and satisfy dynamic, emerging consumer preferences. ~~The~~In ~~ability~~most of our retail ~~businesses~~categories, towe ~~compete~~have ~~may~~both bebranded ~~limited~~and byprivate anlabel ~~inability~~products, towhich ~~secure~~each ~~new~~compete ~~retailers~~with orwidely ~~maintain~~advertised orbranded ~~add~~products ~~shelf~~and orprivate ~~retail~~label ~~space for our~~ products. ~~Retailers may not provide us sufficient~~Generally, ifbranded ~~any,~~products ~~shelf~~have ~~space,~~an ~~and~~advantage ~~online~~over ~~retailers~~private ~~may~~label ~~not~~products ~~provide~~primarily ~~access~~due to, oradvertising ~~adequate~~and ~~product~~name ~~visibility~~recognition. onHowever, ~~their~~private ~~platforms.~~label ~~Certain~~products ~~weight~~typically ~~loss~~sell ~~drugs,~~at ~~which may suppress~~ a ~~person’s~~discount ~~appetite, may cause competition in our product categories~~ to ~~increase,~~those ~~if consumers reduce purchases~~ of ~~certain~~branded ~~types of foods or of food products altogether~~competitors. ~~Some~~Nevertheless, ofwhen ~~our~~branded competitors ~~may~~focus ~~have substantial financial, marketing and other resources and may spend more aggressively~~ on ~~advertising~~price and ~~promotional activities than we do. In addition~~promotion, ~~smaller~~private ~~competitors~~label ~~have~~products ~~been~~generally ~~gaining~~are ~~market~~disadvantaged ~~share~~because inbranded ~~categories~~products inhave ~~which~~name ~~our~~recognition ~~retail~~and ~~businesses~~the ~~compete.~~price Indifferential ~~most~~between ofthe ~~our categories, we compete not only with widely advertised branded products, but also with~~ private label and ~~store~~branded ~~brand~~ products. ~~Increased~~becomes ~~competition~~less ~~can~~significant, ~~reduce~~which ~~our~~could ~~sales~~require ~~due~~us ~~to loss of market share~~ or ~~the~~our ~~need~~customers to ~~reduce~~lower prices ~~to respond to competitive and customer pressures~~ or ~~can~~increase ~~result~~the inuse ~~increased~~of ~~capital,~~discounting ~~marketing~~ or ~~other~~promotional ~~expenditures.~~programs ~~Competitive~~for ~~and customer pressures, as well as industry supply and market demand, also may limit~~ our ~~ability~~or ~~to increase prices, including in response to increased costs (such as those resulting from inflation). Also,~~ our ~~competitors~~customers’ ~~continue~~private tolabel ~~expand and evolve their usage of social media networks and digital platforms to advertise~~ products. If we are unable to compete in this environment and use social media and digital platforms effectively, our businesses, financial condition, results of operations and cash flows could be adversely impacted.

Our ~~Post~~businesses ~~Consumer~~can ~~Brands~~be ~~and~~adversely ~~Weetabix~~affected ~~segments~~if ~~operate~~we inare ~~the~~unable ~~mature~~to ~~RTE~~effectively ~~cereal~~market ~~category~~our existing products or effectively develop, ~~and~~introduce ~~the~~or ~~weakening~~market ofnew ~~this~~products, ~~category~~if ~~could~~we ~~materially~~are ~~adversely~~unable ~~affect~~to establish and convey our ~~businesses,~~brand ~~financial~~and ~~condition~~product value to consumers, ~~results~~if ofwe ~~operations~~do ~~and~~not ~~cash~~have ~~flows.~~adequate or desirable shelf space or product accessibility or visibility on online platforms, if we are unable to

Our Post Consumer Brands and Weetabix segments produce and distribute branded, licensed and private label RTE cereals and hot cereals, other cereal-based food products and muesli, selling products to grocery stores, discounters, retailers, foodservice distributors, wholesalers and convenience stores primarily across the U.S., Puerto Rico, Canada, Mexico, the U.K. and Ireland. Despite the strong demand experienced during the COVID-19 pandemic starting in March 2020 and continuing through the first half of fiscal 2021, the RTE cereal category had previously been experiencing weakness in recent years, and the RTE cereal category has since returned to demand levels largely in line with pre-pandemic levels. Continuing weakness in the RTE cereal category, or the weakening of our major products competing in this category, could have a material adverse impact on our businesses, financial condition, results of operations and cash flows.

The loss of, a significant reduction of purchases by or the bankruptcy of a major customer may adversely affect our businesses, financial condition, results of operations and cash flows. In addition, consolidation of our customer base, as well as competitive, economic and other pressures facing our customers, may hurt our volumes or profit margins.

A limited number of customers represents a large percentage of our consolidated net sales. Our largest customer, Walmart, accounted for 17.3% of our consolidated net sales in fiscal 2023. Walmart also is the largest customer of our Post Consumer Brands segment, accounting for 32.6% of Post Consumer Brands’s net sales in fiscal 2023. The largest customers of our Weetabix segment, Tesco and Asda, accounted for 28.3% of Weetabix’s net sales in fiscal 2023. The largest customers of our Foodservice segment, Sysco and US Foods, accounted for 40.5% of the segment’s net sales in fiscal 2023. Additionally, the largest customers of our Refrigerated Retail segment, Walmart and Kroger, accounted for 32.9% of the segment’s net sales in fiscal 2023. For purposes of this risk factor, “Walmart” refers to Walmart Inc. and its affiliates, which include Sam’s Club.

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~~The~~effectively ~~success~~leverage oftechnology ~~our~~or ~~businesses~~develop ~~depends,~~the indata ~~part,~~analytics oncapabilities ~~our~~needed ~~ability~~ to ~~maintain~~generate ~~our~~actionable ~~level~~commercial ofinsights ~~sales~~ and ~~product~~appropriately ~~distribution~~act ~~through~~on ~~high-volume~~such ~~food distributors~~insights, ~~retailers,~~if ~~club~~we ~~stores,~~are ~~supercenters,~~unable ~~mass~~to ~~merchandisers,~~develop ~~pet supply retailers~~ and ~~national~~maintain ~~restaurant~~relationships ~~chains.~~with ~~The~~our ~~competition~~customers, toif ~~supply~~our ~~products~~competitors tospend ~~these~~more ~~high-volume~~aggressively ~~customers~~or iseffectively ~~intense.~~on ~~Our~~advertising ~~customers~~and ~~generally~~promotional ~~are~~activities ~~not~~than ~~contractually~~we ~~obligated~~do toor ~~purchase~~if ~~from~~we ~~us,~~are ~~and~~otherwise ~~they~~unable ~~frequently~~to ~~reevaluate~~compete ~~the products they carry~~effectively. AFurther, ~~decision~~increased bycompetition ~~any~~can ofreduce our ~~major~~sales ~~customers~~due to ~~decrease~~loss ~~the amount~~ of ~~product~~market ~~purchased~~share ~~from~~or require us, ~~including~~to inreduce ~~response~~prices to ~~shifts~~respond into ~~consumer~~competitive ~~purchasing~~and orcustomer ~~traffic~~pressures ~~trends, sell another brand on an exclusive~~ or ~~priority~~can ~~basis,~~result ~~reduce~~in ~~shelf~~increased ~~space allotted to our products~~capital, ~~demand~~marketing ~~reduced pricing~~ or ~~change~~other ~~the~~expenditures. ~~manner~~In ofrecent ~~doing~~years, ~~business~~smaller ~~with~~competitors ushave ~~could~~been ~~reduce~~gaining ~~our~~market ~~revenues~~share ~~and~~in ~~materially~~categories ~~adversely~~in ~~affect~~which our retail businesses, ~~financial condition, results of operations and cash flows~~compete. ~~Our~~Competitive ~~retail customers also may offer branded~~ and ~~private~~customer ~~label~~pressures, ~~products~~as ~~that~~well ~~compete~~as ~~directly~~industry ~~with~~supply ~~our products for retail shelf space~~ and ~~consumer~~market ~~purchases. Accordingly~~demand, ~~there~~also isfrom atime ~~risk that our customers may give higher priority~~ to ~~their~~time ~~own~~limit ~~products~~our orability to ~~the~~increase ~~products of our competitors. In the event of a loss of any of our large customers~~prices, aincluding ~~significant~~in ~~reduction~~response ofto ~~purchases~~increased bycosts ~~any~~(such ofas ~~our~~those ~~large~~resulting ~~customers~~from inflation or ~~the~~new ~~bankruptcy~~ or ~~serious~~increased ~~financial difficulty of any of our large customers, our businesses, financial condition, results of operations and cash flows may be adversely affected~~tariffs).

~~Over~~We ~~the~~must ~~past~~identify ~~several~~changing ~~years,~~consumer ~~the retail~~ and ~~foodservice~~customer ~~channels~~preferences ~~have undergone significant consolidations,~~ and ~~mass~~behaviors ~~merchandisers~~ and non-traditional retailers, including online food retailers and discount retailers, have been gaining market share. As this trend continues and such customers grow larger, they from time to time seek to use their position to improve their profitability through improved efficiency, lower pricing, increased reliance on their own brand name products, increased emphasis on private label and other value brands and increased promotional programs. In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories. If we are unable to respond to this environment, our profitability or volume growth could be negatively impacted. Additionally, if any of our existing retailer or distributor customers are consolidated with another entity and ~~the~~offer ~~surviving entity of any such consolidation is not a customer or decides to discontinue purchasing our~~ products, ~~we may lose significant amounts of our preexisting business with the acquired retailer or distributor. These consolidations also may adversely impact the ability of our smaller customers~~ to ~~effectively~~meet ~~compete.~~these ~~The~~preferences ~~consolidation in the retail~~ and ~~foodservice channels also increases the risk that adverse changes to our customers’ business operations or financial performance could have a material adverse effect on us~~behaviors. Further, the traditional retail grocery outlets in the U.S. where certain of our businesses are concentrated have experienced slower growth in recent years than other retail channels, such as discount and dollar stores, direct-to-consumer brands, subscription services, club stores and eCommerce retailers. This trend accelerated during the COVID-19 pandemic, and we expect it to continue in the future. Our businesses may be adversely affected if such non-traditional retailers take significant additional market share away from traditional retailers, if we are unable to effectively participate in such non-traditional retail channels, if our customers fail to find ways to create digital tools and capabilities to enable them to grow their businesses or if consumer price deflation occurs as a result of this trend.

~~Our~~Consumer and customer preferences and behaviors continuously evolve due to a variety of factors. The success of our businesses depends on our ability to identify these changing preferences and behaviors, to distinguish between short-term trends and long-term changes in such preferences and behaviors, to understand the complexity of consumer preferences and behaviors, to appropriately transform such insights into products that appeal to consumers and customers through the sales channels that they prefer and to appropriately balance such preferences and behaviors when they diverge or conflict. In addition, because of our varied consumer base, we must offer an array of products that satisfy a broad spectrum of consumer preferences. Consumer preference and behavior changes, which may be influenced by a number of factors (such as media, social media and regulatory activity), include dietary trends (including changes in eating habits, the use of weight-loss drugs (including those that may suppress a person’s appetite) or other factors), attention to different nutritional aspects or perceived health effects of products (including the nutrition profile of products or perceived health effects of ingredients or other substances used in our products or packaging materials), consumer at-home and on-the-go consumption patterns, shifts to private label or other value products, ~~may~~preferences ~~not~~for becertain ~~able~~sales channels (including discount and eCommerce channels), attention to ~~compete~~sourcing ~~successfully~~practices ~~with~~relating ~~nationally~~to ~~branded~~raw materials, animal welfare concerns, environmental concerns regarding packaging materials and manufacturing processes and attention to other environmental, social and governance aspects of our Company (including our products and operations) and of others in our supply chain. Further, adverse macroeconomic conditions, including inflation, new or increased tariffs or other trade restrictions, increased unemployment, slow economic growth or recessions, public health crises, severe or unusual weather events or other factors impact consumer or customer preferences and behaviors in ways that are difficult to predict. Any significant changes in consumer or customer preferences and behaviors and our inability or failure to anticipate or react to such changes could result in reduced demand for our products, which could negatively impact our businesses, financial condition, results of operations and cash flows.

WeIn ~~participate~~order to respond to changes in ~~the~~consumer ~~private~~or ~~brand~~customer ~~food~~preferences, ~~category~~we are from time to time required to make significant capital investments in our processes and operations. For instance, ~~producing~~our Foodservice and ~~distributing~~Refrigerated ~~private~~Retail ~~label~~segments ~~products~~have been, ~~including~~and ~~through~~continue ~~our~~to ~~ownership~~be, ~~interest~~affected inby ~~8th~~changing ~~Avenue~~preferences and requirements as to the housing of layer hens, as well as certain other farm animals. InMany ~~many~~restaurant ~~cases~~chains, ~~competitors~~foodservice ~~with~~companies ~~nationally~~and ~~branded~~grocery ~~products~~chains have announced goals to transition to a ~~competitive~~cage-free ~~advantage~~egg ~~over~~supply, ~~private~~as ~~label~~well ~~products~~as ~~due~~goals tofor ~~name~~other ~~recognition.~~farm Inanimal ~~addition~~initiatives, ~~when~~by ~~branded~~specified ~~competitors~~future ~~focus~~dates. onAlso, ~~price~~several ~~and~~states ~~promotion~~have enacted, or may in the ~~environment~~future enact, provisions providing for ~~private~~specific ~~label~~requirements ~~producers~~for the housing of certain farm animals. Meeting anticipated customer demand has resulted, and ~~distributors~~will ~~becomes~~continue ~~more~~to ~~challenging~~result, ~~because~~in ~~the~~additional ~~price~~operating ~~differential~~and ~~between~~capital ~~private~~costs ~~label~~to ~~products~~procure cage-free eggs, modify existing layer hen facilities and ~~branded~~construct ~~products~~new ~~may~~cage-free ~~become~~layer ~~less~~hen ~~significant~~housing and comply with other farm animal initiatives. ~~Competitive~~Also, ~~pressures~~our orbusinesses ~~promotions~~are, ofand ~~branded~~will continue to be, affected by changing preferences and requirements as to the environmental and social impacts of products. ~~could~~Several ~~cause~~of ~~us,~~our ~~8th~~customers ~~Avenue~~have announced goals, or ~~our~~are or ~~8th~~may ~~Avenue’s~~be ~~customers~~required by changing regulatory requirements, to ~~lose~~transition ~~sales~~to recyclable, ~~which~~compostable ~~may~~or ~~require~~reusable uspackaging materials or ~~8th~~require ~~Avenue~~certified ingredients for specific products. From time to ~~lower~~time, ~~prices~~these orchanging ~~increase~~preferences ~~the~~and requirements require us to use ofspecially ~~discounting~~sourced oringredients ~~promotional~~and ~~programs,~~packaging ~~each~~types ofthat ~~which~~are ~~could~~more ~~adversely~~difficult ~~affect~~to ~~our~~source or ~~8th~~entail ~~Avenue’s~~a ~~margins,~~higher ~~businesses~~cost or incremental capital investment, ~~financial~~including ~~condition~~within our manufacturing processes, ~~results~~which ofwe ~~operations~~may not be able to pass on to customers, ~~profitability~~or ~~and~~may ~~cash~~conflict ~~flows~~with each other.

~~Strategic~~The ~~Risks~~loss of, a significant reduction of purchases by or the bankruptcy of any of our major customers, or changes in the competitive or operating landscape facing our customers, may adversely affect our businesses, financial condition, results of operations and cash flows.

WeA ~~may~~limited benumber ~~unable~~of customers represents a significant percentage of our consolidated net sales. Refer to ~~successfully~~“Customers” ~~integrate~~within ~~the~~“Business” ~~Pet~~in ~~Food~~Item ~~operations~~1 ~~and~~of ~~realize~~this ~~the~~report ~~anticipated~~for ~~benefits~~a discussion of ~~the~~our ~~acquisition~~major customers. The success of our businesses depends, orin ~~the~~part, ~~parties~~on ~~may~~our beability ~~unable~~to maintain our level of sales and product distribution through our major retail and foodservice customers, which include high-volume food distributors, retailers, club stores, supercenters, mass merchandisers, eCommerce customers, pet supply retailers, other consumer packaged goods companies and national restaurant chains. The competition to ~~fulfill~~supply ~~their~~products ~~obligations~~to ~~under~~these ~~agreements~~high-volume ~~related~~customers is intense. Our customers generally are not contractually obligated to purchase from us, and they frequently reevaluate the ~~acquisition~~products they carry. From time to time, our major customers decide to decrease the amount of product purchased from us, including in response to shifts in consumer purchasing or traffic trends, sell another brand on an exclusive or

The Pet Food acquisition involves the combination with us of a business that has operated independently of us and represents our entry into the pet food industry and category. We are devoting significant management attention and resources to integrating business practices, cultures and operations of our pre-acquisition businesses and the Pet Food operations and to offering a new platform of pet food products. Potential difficulties we may encounter as part of the integration process include the following:20

•the inability to successfully combine our pre-acquisition businesses with the Pet Food operations in a manner that permits us to achieve the synergies and other benefits anticipated to result from the acquisition;

•the challenges of providing a new offering of pet food products for which we have limited experience and of integrating complex information technology systems, operating procedures, regulatory compliance programs, technology, networks and other assets acquired as part of the Pet Food acquisition in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;

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~~•potential~~priority ~~unknown~~basis, ~~liabilities~~reduce or relocate shelf space allotted to our products, ~~liabilities~~reduce ~~that~~the ~~are~~visibility ~~significantly~~of ~~larger~~our ~~than~~products weon ~~currently~~their ~~anticipate~~digital ~~and~~platforms, ~~unforeseen~~demand ~~increased~~reduced ~~expenses~~pricing or ~~delays~~change ~~associated~~the manner of doing business with ~~the~~us, ~~Pet~~which ~~Food~~adversely ~~acquisition~~affects our businesses, ~~including~~financial condition, results of operations and cash ~~costs~~flows. ~~for~~In ~~integration~~addition, from time to time, our retail customers offer branded and private label products that ~~may~~compete ~~exceed~~directly with our products for retail shelf space and consumer purchases. Accordingly, there is a risk of our customers giving higher priority to their own products or to the products of our competitors. In the event of a loss of any of our major customers, a significant reduction of purchases by any of our major customers or the bankruptcy or serious financial difficulty of any of our major customers, our businesses, financial condition, results of operations and cash ~~costs~~flows ~~that~~may webe ~~currently~~materially ~~anticipate;~~adversely affected.

•The retail channels in which we sell certain of our ~~inability~~products have in the past experienced and may in the future experience significant consolidation, which has resulted in the growth of large customers, including mass merchandisers and non-traditional retailers. As the customer landscape has changed and customers have grown larger, they from time to ~~comply~~time seek to use their position to improve their profitability through improved efficiency, lower pricing, increased reliance on their own brand name products, increased emphasis on private label and other value brands and increased promotional programs. In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories. If we are unable to compete in this environment, our ~~obligations~~profitability or volume growth could be negatively impacted. Additionally, if any of our existing retailer or distributor customers are consolidated with another entity and the surviving entity of any such consolidation is not a customer or decides to ~~manufacture~~discontinue ~~certain~~purchasing our products, ~~for~~we may lose significant amounts of our preexisting business with the acquired retailer or distributor. These consolidations also may adversely impact the ability of our smaller customers to effectively compete. The Jconsolidation in the retail channels also increases the risk that adverse changes to our customers’ business operations or financial performance could have material adverse impacts on us. MFurther, in recent years, the traditional retail grocery outlets in the U.S. ~~Smucker~~where ~~Company~~certain of our businesses offer products have experienced slower growth than other retail channels, such as discount and dollar stores, direct-to-consumer brands, subscription services, club stores and eCommerce retailers (~~“Smucker”)~~including ~~under~~as a coresult of the integration of traditional and digital operations at key retailers), which we expect to continue in the future. Our businesses and financial results may be materially adversely affected if such non-~~manufacturing~~traditional ~~agreement;~~retailers take significant additional market share away from traditional retailers, if we are unable to effectively participate in such non-traditional retail channels, if our customers fail to find ways to create digital tools and capabilities to enable them to grow their businesses or if consumer price deflation occurs as a result.

~~•our~~Strategic ~~dependence~~Risks on Smucker to continue to manufacture certain products and to provide certain services and information, including financial information, to us for a period of time pursuant to transition services agreements and a co-manufacturing agreement; and

•our limited post-closing indemnification or similar rights under the purchase agreement we entered into with Smucker concerning the representations and warranties Smucker made in the purchase agreement with respect to the Pet Food acquisition. No portion of the purchase price for the acquisition was held in escrow for the purpose of funding indemnifications claims, so we will have limited recourse against Smucker in the event any of the representations or warranties made by Smucker in the purchase agreement prove to be inaccurate or are breached.

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

Our announced acquisition of Perfection is subject to the satisfaction of various closing conditions and may not be consummated, which could adversely impact our businesses, financial condition, results of operations and cash flows and the price of our common stock.

On October 10, 2023, we announced that we had entered into an agreement to acquire Perfection. Completion of this acquisition is subject to certain customary closing conditions.

We expect the Perfection acquisition to be completed late in the fourth calendar quarter of 2023, our first fiscal quarter of fiscal 2024. However, there can be no assurance that all closing conditions for the acquisition will be satisfied and, if they are satisfied, that they will be satisfied in time for the closing to occur during the previously referenced time frame.

If the Perfection acquisition is not completed, our ongoing business and financial results may be adversely affected, and we will be subject to a number of risks, including the following:

•we have dedicated significant time and resources, financial and otherwise, in planning for the acquisition and the associated integration;

•we are responsible for certain transaction costs relating to the Perfection acquisition, whether or not the acquisition is completed;

•we are currently dependent on Smucker to continue to manufacture certain products for a limited period of time under a co-manufacturing agreement, and without the assets and facilities we anticipate acquiring from Perfection, we will be unable to manufacture such products on our own after the expiration of the co-manufacturing agreement;

•we may experience negative reactions from the financial markets and from our customers and employees;

•matters relating to the acquisition (including integration planning) may require substantial commitments of time and resources by our management, whether or not the acquisition is completed, which could otherwise have been devoted to other opportunities that may have been beneficial to us; and

•we may be subject to litigation related to any failure to complete the acquisition or to enforcement proceedings commenced against us to perform our obligations under the purchase agreement.

If the Perfection acquisition is not completed, these risks may materialize and may adversely affect our businesses, financial condition, results of operations and cash flows, as well as the price of our common stock.

Our business strategy depends upon us identifying and completing additional acquisitions and other strategic transactions. We may not be able to successfully consummate favorable strategic transactions in the future. Our corporate development activities also may have an adverse impact on our businesses, financial condition, results of operations and cash flows.

Although we continuously evaluate strategic transactions, we may be unable to identify suitable strategic transactions in the future or may not be able to enter into such transactions at favorable prices or on terms that are favorable to us. Alternatively, we may in the future enter into additional strategic transactions, and any such transaction could happen at any time, could be material to our businesses and could take any number of forms, including, for example, an acquisition, investment or merger, for cash or in exchange for our equity securities, a divestiture or a joint venture.

Evaluating potential transactions, including divestitures and joint ventures, requires additional expenditures (including legal, accounting and due diligence expenses, higher administrative costs to support any acquired entities and information technology, personnel and other integration expenses) and may divert the attention of our management from ordinary course operating matters.

25Our corporate development activities also may present financial and operational risks and may have adverse effects on existing business relationships with suppliers and customers. In addition, future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities, amortization expenses related to certain intangible assets and depreciation on capital assets and increased operating expenses, all of which could, individually or collectively, adversely affect our businesses, financial condition, results of operations and cash flows.

We may experience difficulties in integrating acquired businesses or encounter other challenges as a result of these transactions, or acquisitions may not perform as expected. In addition, any equity investments we hold or make in the future may subject us to additional risks.

We have acquired numerous businesses, including 8th Avenue and the Pet Acquisitions, and we may continue to acquire other businesses. The successful integration of these acquisitions depends upon our ability to manage the operations and personnel of the acquired businesses, while continuing to operate our pre-acquisition businesses. Integrating operations is complex and requires significant efforts and expenses on the part of both us and the acquired businesses. Potential difficulties we may encounter as part of the integration process or otherwise as part of these transactions include the following:

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personnel and other integration expenses) and may divert the attention of our management from ordinary course operating matters.

Our corporate development activities also may present financial and operational risks and may have adverse effects on existing business relationships with suppliers and customers. In addition, future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and amortization expenses related to certain intangible assets and increased operating expenses, all of which could, individually or collectively, adversely affect our businesses, financial condition, results of operations and cash flows.

We may experience difficulties in integrating acquired businesses, or acquisitions may not perform as expected.

We have acquired multiple businesses, and we may continue to acquire other businesses, including Perfection. The successful integration of these acquisitions depends upon our ability to manage the operations and personnel of the acquired businesses. Integrating operations is complex and requires significant efforts and expenses on the part of both us and the acquired businesses. Potential difficulties we may encounter as part of the integration process include, but are not limited to, the following:

•employees may voluntarily or involuntarily separate employment from us or the acquired businesses because of the acquisitions;

•our management may have its attention diverted while trying to integrate the acquired businesses;

•we may encounter obstacles or complexity when incorporating the acquired businesses into our operations and management, including integrating or separating personnel or integrating information technology systems, which include financial systems, networks and other technology, operating procedures, regulatory compliance programs, ~~technology, networks~~ and other assets in a seamless manner that minimizes any adverse impact on the businesses, customers, suppliers, employees and other constituencies and maintaining our control environment, including our internal controls over financial reporting;

•we may encounter challenges as a result of offering the acquired businesses’ product portfolios, including when that portfolio includes products, such as peanut butter, with greater vulnerability to contamination or other food safety concerns and heightened regulatory risks;

•we may encounter differences in business backgrounds, corporate cultures and management philosophies;

•integration may be more costly, time-consuming or complex or less effective than anticipated;

•we may not be able to maintain uniform standards, controls and procedures; and

•we may discover previously undetected liabilities, operational or other issues, such as fraud, liabilities or contingencies that are significantly larger than we anticipated at the time of the closing of the acquisition and unforeseen expenses or delays.

Any of these factors could adversely affect our and the acquired businesses’ ability to maintain relationships with customers, suppliers, employees and other constituencies. In addition, we entered into an agreement to sell the Pasta Business to a third party, which we expect will close in the first quarter of fiscal 2026, and this proposed sale may result in additional challenges or uncertainty for the integration of 8th Avenue, such as:

~~In addition,~~ •the ~~success~~proposed ofsale these acquired businesses will depend, in part, upon our ability to realize the anticipated growth opportunities and cost synergies through the successful integration of the businesses we acquire with our pre-existing businesses. Even if we are successful in integrating acquired businesses, these integrations may not ~~result in the realization of the full benefit of any anticipated growth opportunities or cost synergies or these benefits may not~~ be ~~realized~~completed within the ~~expected~~anticipated time ~~frames.~~frame Inor ~~addition,~~at ~~acquired~~all; ~~businesses may have unanticipated liabilities or contingencies.~~and

•we expect to enter into a transition services agreement with the acquirer of the Pasta Business, and we may be unable to comply with our obligations thereunder.

Further, the success of these acquired businesses will depend, in part, upon our ability to realize the anticipated growth opportunities and cost synergies through the successful integration of the businesses we acquire with our pre-existing businesses. Even if we are successful in integrating acquired businesses, these integrations may not result in the realization of the full benefit of any anticipated growth opportunities or cost synergies or these benefits may not be realized within the expected time frames.

In addition, our equity investments, such as our investments in Alpen Food Company South Africa (Pty) Limited and Weetabix East Africa Limited, involve, or may in the future involve, shared ownership and, in some cases, management responsibilities with one or more other third parties who may not have the same objectives for the investment as us, who may not have the same priorities, strategies or resources as us or whose interpretation of applicable policies or laws may differ from ours, any of which could result in these investments not resulting in anticipated benefits or not meeting our compliance expectations.

If the transactions we undertook relating to divestitures of our interest in BellRing do not qualify for their intended tax treatment, we may incur significant tax liabilities.

In March 2022, we completed a series of transactions related to a divestiture of a substantial portion of our interest in BellRing, ~~which~~including ~~included~~contributing ~~the~~our equity interests in BellRing ~~Contribution~~Intermediate Holdings, ~~the~~Inc. (formerly known as BellRing ~~Distribution~~Brands, Inc.) (“Old BellRing”) and ~~the~~BellRing ~~Debt-~~Brands, LLC, plus cash, to BellRing in exchange for~~-Debt~~ ~~Exchange~~equity interests in BellRing and the right to receive $840.0 ~~After~~million in aggregate principal amount of BellRing’s 7.00% senior notes maturing in 2030 (the “BellRing ~~Distribution~~Notes”), wedistributing ~~retained 14~~80.21% of ~~the~~our shares of BellRing common stock (“BellRing Common Stock.”) ~~During~~to ~~August~~our ~~2022,~~shareholders wein ~~completed~~the BellRing Distribution and exchanging the ~~First~~BellRing ~~Debt-for-Equity~~Notes ~~Exchange.~~with ~~Immediately~~certain ~~after~~of ~~the~~our ~~completion~~lenders in satisfaction of ~~the~~certain ~~First~~of our debt obligations (the “Debt-for-~~Equity~~Debt Exchange”). After the BellRing Distribution, we ~~held~~retained 314.42% of the outstanding shares of BellRing Common Stock. During August and November 2022, we completed ~~the~~two ~~Second~~transactions (collectively, the “Debt-for-Equity ~~Exchange,~~Exchanges”) in which ~~resulted~~we intransferred usour noremaining ~~longer~~shares ~~holding~~of ~~any~~BellRing ~~interest~~Common Stock to certain of our lenders in ~~BellRing~~satisfaction of certain debt obligations. ~~Detailed~~Upon ~~descriptions~~completion of the ~~transactions~~Debt-for-Equity ~~discussed~~Exchanges, inwe ~~this~~no ~~risk~~longer ~~factor~~held ~~are~~any ~~provided~~interest in BellRing. Refer to “Our Business Model” within “Business” in Item 1 of this report ~~under~~for ~~the~~additional ~~heading “Recent Strategic Transactions – BellRing Brands, Inc~~information.”

The BellRing Distribution was conditioned upon the receipt of a tax opinion from our tax advisor which concluded that the BellRing Distribution, together with certain related transactions, such as the Debt-for-Debt Exchange, ~~the First Debt-for-Equity Exchange~~ and the ~~Second~~ Debt-for-Equity ~~Exchange~~Exchanges, qualifies as a tax-free reorganization within the meaning of Sections 368(a) and 355 of the U.S. Internal Revenue Code (the “IRC”) and is eligible for nonrecognition within the meaning of Sections 355 and 361 of the IRC. The tax opinion was based on, among other things, then-current law and certain representations and assumptions as to factual matters and certain statements and undertakings made by us and Old BellRing. Any change in the then-current applicable law, which may or may not be retroactive, or the failure of any factual representation, assumption, statement or undertaking to be true, correct and complete in all material respects, could adversely affect the conclusions reached in the tax opinion. In addition, the tax opinion is not binding on the U.S. Internal Revenue Service (the “IRS”) or the courts, and the IRS and/or the courts may not agree with the tax opinion. If the BellRing Distribution, the Debt-for-Debt Exchange, the First Debt-for-Equity Exchange or the Second Debt-for-Equity Exchange do not qualify as tax-free transactions for any reason, we may

2622

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based on, among other things, then-current law and certain representations and assumptions as to factual matters and certain statements and undertakings made by us and Old BellRing. Any change in the then-current applicable law, which may or may not be retroactive, or the failure of any factual representation, assumption, statement or undertaking to be true, correct and complete in all material respects, could adversely affect the conclusions reached in the tax opinion. In addition, the tax opinion is not binding on the U.S. Internal Revenue Service (the “IRS”) or the courts, and the IRS and/or the courts may not agree with the tax opinion. If the BellRing Distribution, the Debt-for-Debt Exchange or either of the Debt-for-Equity Exchanges do not qualify as tax-free transactions for any reason, we may recognize a substantial gain for U.S. federal income tax purposes, which could materially adversely affect our businesses, financial condition, results of operations and cash flows.

Moreover, if the BellRing Distribution is determined not to qualify for nonrecognition of gain and loss under Sections 368(a) and 355 of the IRC, each of our U.S. shareholders who received shares of BellRing Common Stock in the BellRing Distribution would generally be treated as receiving a taxable distribution in an amount equal to the fair market value of the shares of BellRing Common Stock received by such shareholder in the BellRing Distribution. In the event that one of our shareholders is treated as receiving a taxable distribution pursuant to the BellRing Distribution, the distribution to such shareholder would generally be taxable as a dividend to the extent of such shareholder’s allocable share of our current and accumulated earnings and profits (as determined for U.S. federal income tax purposes). To the extent the distribution exceeds such earnings and profits, the distribution would generally constitute a non-taxable return of capital to the extent of such shareholder’s tax basis in its shares of Post common stock, with any remaining amount of the distribution taxed as a capital gain.

Pursuant to a tax matters agreement among us, BellRing and Old BellRing (the “Tax Matters Agreement”), BellRing has agreed to indemnify us for any tax liabilities resulting from certain events, actions or inactions that BellRing takes that could affect the intended tax-free treatment of the transactions as set forth in the Tax Matters Agreement, including causing any portion of the BellRing Distribution, the ~~First~~ Debt-for-~~Equity~~Debt Exchange or ~~the~~either ~~Second~~or both of the Debt-for-Equity ~~Exchange~~Exchanges to be taxable to us. BellRing’s indemnification obligations to us are not limited by any maximum amount and such amounts could be substantial. If BellRing ~~were~~is required to indemnify us under the circumstances set forth in the Tax Matters Agreement, BellRing may be subject to substantial liabilities and there is no assurance that BellRing will be able to satisfy such indemnification obligations.

Furthermore, pursuant to the Tax Matters Agreement, if and to the extent (i) the BellRing Distribution, the ~~First~~ Debt-for-~~Equity~~Debt Exchange ~~and/~~or ~~the~~either ~~Second~~of the Debt-for-Equity ~~Exchange~~Exchanges do not qualify as tax-free transactions, (ii) such failure to qualify as tax-free transactions gives rise to adjustments to the tax basis of assets held by BellRing and its subsidiaries and (iii) BellRing is not required to indemnify us for any tax liabilities resulting from such failure to qualify as tax-free transactions pursuant to the Tax Matters Agreement, we will be entitled to periodic payments from BellRing equal to 85% of the tax savings arising from the aggregate increase to the tax basis of the assets held by BellRing and its subsidiaries resulting from such failure. Any failure by BellRing to satisfy these periodic payments, which could be substantial, could materially adversely affect our businesses, financial condition, results of operations and cash flows.

Our Company has, or may in the future have, overlapping directors and management with BellRing and ~~8th~~other ~~Avenue,~~companies ~~each~~in ofindustries related to ours, which may lead to conflicting interests or the appearance of conflicting interests.

Several of our directors and officers also serve, or may in the future serve, as directors or officers of BellRing ~~and~~or ~~8th~~other ~~Avenue,~~companies ~~and~~in ~~there~~industries ~~are~~related ~~overlapping~~to ~~directors with such entities~~ours. Our officers and members of our Board of Directors have fiduciary duties to our shareholders. Likewise, any such persons who serve in similar capacities at any of such other companies have fiduciary duties to that company’s shareholders. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting us and one or more other companies to which they owe fiduciary duties. In addition, some of our officers orand ~~members~~directors ~~of our Board of Directors~~ may own equity or options to purchase equity in one or more of such other companies. Such ownership interests may create, or appear to create, conflicts of interest when the applicable individuals are faced with decisions that could have different implications for us and the other companies. The appearance of conflicts of interest created by such overlapping relationships also could impair the confidence of our investors.

Financial Risks

We have substantial debt and high leverage, which could have a negative impact on our financing options and liquidity position and could adversely affect our businesses.

We have a significant amount of debt. We had $67,~~049~~452.62 million in aggregate principal amount of total debt as of September 30, ~~2023~~2025, which includes $440.0 million drawn under our secured revolving credit facility and excludes $78.2 million of leaseback financial liabilities classified as held for sale as of September 30, 2025. Additionally, our secured revolving credit facility had borrowing capacity of $~~730~~537.37 million at September 30, ~~2023~~2025 (all of which would be secured when drawn).

Our overall leverage and the terms of our financing arrangements could:

•limit our ability to obtain additional financing in the future for working capital, for capital expenditures, for acquisitions, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward;

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•make it more difficult for us to satisfy our obligations under the terms of our financing arrangements;

•trigger limitations on our ability to deduct interest paid on such indebtedness;

•limit our ability to refinance our indebtedness on terms acceptable to us or at all;

•restrict us from repurchasing shares of our common stock;

•negatively impact our credit ratings;

27•limit our flexibility to plan for and to adjust to changing business and market conditions in the industries in which we operate, and increase our vulnerability to general adverse macroeconomic and industry conditions;

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•limit our flexibility to plan for and to adjust to changing business and market conditions in the industries in which we operate and increase our vulnerability to general adverse economic and industry conditions;

•require us to dedicate a substantial portion of our cash flows from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flows to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements;

•require us to use cash, shares of our common stock or both to settle any conversion obligations of our 2.50% convertible senior notes maturing in 2027 (the “Convertible Notes”), and require us to use cash to repurchase some or all of the Convertible Notes if a fundamental change (for example, a change of control of the Company) occurs; and

•increase our vulnerability to adverse macroeconomic or industry conditions; and

•subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition.

Our ability to ~~meet~~pay expenses and satisfy debt service obligations will depend upon our future performance, which will be affected by financial, business, economic and other factors, including the impact of adverse macroeconomic conditions (including ~~periods~~inflation, ofnew ~~inflation~~or increased tariffs or other trade restrictions, ~~rising~~heightened interest rates, economic downturns or recessions), ~~public~~pressure ~~health~~from ~~crises~~competitors, potential changes in consumer and customer preferences and behaviors, the success of product and marketing innovation and ~~pressure~~public ~~from~~health ~~competitors~~crises. Further, the assets of our unrestricted subsidiaries do not secure our obligations under our credit agreement or senior secured notes indenture. If we do not generate enough cash to pay our debt service obligations, we may be required to refinance all or part of our existing debt at less favorable rates, sell assets, borrow more money or issue additional equity.

Despite our current level of indebtedness, we may be able to incur substantially more debt, which could further exacerbate the risks related to our debt and leverage.

We may be able to incur significant additional indebtedness in the future. Although the financing arrangements governing our indebtedness contain restrictions on our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also may not prevent us from incurring obligations that do not constitute indebtedness, as defined in the documents governing our indebtedness.

~~The~~To ~~agreements~~service ~~governing~~ our ~~debt,~~indebtedness ~~including~~and ~~the~~other ~~indentures~~cash ~~governing our senior notes~~needs, ~~contain,~~we orwill ~~may~~require ina ~~future~~significant ~~financings~~amount ~~contain,~~of ~~various~~cash. ~~covenants~~Our ~~that limit our~~ ability to ~~take~~generate ~~certain~~cash ~~actions~~depends ~~and~~upon ~~also~~many ~~require~~factors usbeyond toour ~~meet financial maintenance tests, and failure to comply with these covenants could have a material adverse effect on us~~control.

Our ~~financing~~ability ~~arrangements~~to ~~contain~~pay ~~restrictions,~~interest ~~covenants~~on ~~and~~our ~~events~~outstanding ofsenior ~~default that~~notes, ~~among other things, require us~~ to ~~satisfy~~fund ~~certain~~the ~~financial~~settlement ~~tests~~of ~~and~~our ~~maintain~~Convertible ~~certain~~Notes, ~~financial~~to ~~ratios~~satisfy ~~and restrict~~ our ~~ability~~other todebt ~~incur~~obligations ~~additional~~and ~~indebtedness,~~ to ~~refinance~~fund ~~our~~any ~~existing~~planned ~~indebtedness~~capital ~~and~~expenditures, toshare ~~pay~~repurchases, dividends. ~~Financing~~and ~~arrangements~~other ~~which~~cash weneeds ~~enter~~will ~~into~~depend in part upon the future ~~could~~financial ~~contain similar restrictions~~ and ~~could~~operating ~~additionally~~performance ~~require~~of usour tosubsidiaries ~~comply~~and ~~with~~upon ~~similar,~~our ~~new~~ability ~~or additional financial tests or~~ to ~~maintain~~renew ~~similar, new~~ or ~~additional~~refinance ~~financial ratios~~borrowings. ~~The~~Prevailing ~~terms~~economic ofconditions ~~our~~and ~~financing~~financial, ~~arrangements~~business, ~~financing~~competitive, ~~arrangements~~legislative, ~~which~~regulatory ~~we enter into in the future~~ and ~~any~~other ~~future~~factors, ~~indebtedness~~many ~~may~~of ~~impose~~which ~~various~~are ~~restrictions~~beyond ~~and covenants on us that could limit~~ our ~~ability to pay dividends~~control, ~~respond~~including ~~to market conditions~~inflation, ~~provide~~new ~~for~~or ~~capital~~increased ~~investment~~tariffs ~~needs~~ or ~~take~~other ~~advantage~~trade ofrestrictions, ~~business~~reduced ~~opportunities~~consumer bydemand, ~~limiting~~heightened ~~the~~interest ~~amount~~rates, ofeconomic ~~additional~~downturns, ~~borrowings~~recessions weand ~~may~~public ~~incur.~~health ~~These restrictions include compliance with~~crises, orwill ~~maintenance~~affect ~~of,~~our ~~certain~~ability ~~financial~~to ~~tests~~satisfy ~~and~~our ~~ratios~~debt ~~and~~obligations, ~~may~~refinance ~~limit or prohibit~~ our ~~ability~~debt ~~to,~~or ~~among~~obtain ~~other~~new ~~things:~~financing.

If we are unable to make payments, refinance our debt or obtain new financing under these circumstances, we may consider other options, including:

•sales of assets;

•sales of equity;

•reductions or delays of capital expenditures, strategic acquisitions and investments; or

•negotiations with our lenders to restructure the applicable debt.

Our businesses may not generate sufficient cash flow from operations, and future borrowings may not be available to us in a sufficient amount, to enable us to pay our indebtedness, including the senior notes and our other debt obligations, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We may not be able to refinance any of our debt on commercially reasonable terms or at all.

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The agreements governing our debt, including the indentures governing our senior notes, contain, or may in future financings contain, various covenants that limit our ability to take certain actions and also require us to meet financial maintenance tests, and failure to comply with these covenants could have material adverse impacts on us.

Our financing arrangements contain restrictions, covenants and events of default that, among other things, require us to satisfy certain financial tests and maintain certain financial ratios and restrict our ability to incur additional indebtedness, to refinance our existing indebtedness and to pay dividends. Financing arrangements which we enter into in the future could contain similar restrictions and could additionally require us to comply with similar, new or additional financial tests or to maintain similar, new or additional financial ratios. The terms of our financing arrangements, financing arrangements which we enter into in the future and any future indebtedness may impose various restrictions and covenants on us that could limit our ability to respond to market conditions, provide for capital investment needs or take advantage of business opportunities by limiting the amount of additional borrowings we may incur. These restrictions include compliance with, or maintenance of, certain financial tests and ratios and may limit or prohibit our ability to, among other things:

•borrow money or guarantee debt;

•create liens;

•pay dividends on or redeem or repurchase stock or other securities;

•make investments and acquisitions;

•enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us;

•enter into new lines of business;

•enter into transactions with affiliates; and

•sell assets or merge with other companies.

Various risks, uncertainties and events beyond our control, including ~~the impact of~~ adverse macroeconomic conditions (including ~~periods~~inflation, ofnew ~~inflation~~or increased tariffs or other trade restrictions, ~~rising~~heightened interest rates, economic downturns or recessions), reduced consumer demand and public health crises, could affect our ability to comply with these restrictions and covenants. Failure to comply with any of the restrictions and covenants in our existing or future financing arrangements could result in a default under those arrangements and under other arrangements containing cross-default provisions. Our credit agreement contains customary financial covenants, including a covenant requiring us to maintain a secured net leverage ratio (as defined in our credit agreement) not to exceed 4.25 to 1.00, measured as of the last day of any fiscal quarter, if, as of the last day of such fiscal quarter, the aggregate outstanding amount of all revolving credit loans, swing line loans and letter of credit obligations (subject to certain exceptions specified in our credit agreement) exceeds 30% of our revolving credit commitments.

28A default would permit the lenders or noteholders, as applicable, to accelerate the maturity of the debt under these arrangements and, with respect to our credit agreement and senior secured notes, to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our obligations under our indentures and credit agreement. In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing.

U.S. and global capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing and disrupt the operations of customers, third parties in our supply chain or financial institutions.

U.S. and global credit markets have, from time to time, experienced significant dislocations and liquidity disruptions which have caused the spreads to applicable reference U.S. Treasury notes on prospective debt financings to widen considerably. In the past, such circumstances have materially impacted liquidity in the debt markets, making financing terms for borrowers less attractive and in certain cases resulted in the unavailability of certain types of debt financing, any of which could occur in the future. Further, our access to funds under our revolving credit facilities is dependent on the ability of the financial institutions that are parties to such facilities to meet their respective funding commitments. Unfavorable macroeconomic and other conditions, including inflation, new or increased tariffs or other trade restrictions, reduced consumer confidence or spending rates, supply chain challenges, labor shortages, heightened interest rates, volatility in global capital markets, recession risks, adverse geopolitical conditions, foreign currency exchange rate volatility and macroeconomic uncertainty, have caused, and may continue to cause, periods of increased volatility and pricing in the credit and capital markets. If such periods of increased volatility recur, it may become more difficult or costly for us to raise capital through debt financings or the issuance of common stock or other equity securities, refinance our existing debt or sell our assets. These and other events affecting the credit and capital markets also have had, and may continue to have, an adverse effect on other financial markets in the U.S. Our businesses also could be negatively impacted if the third parties on which we rely, including customers or third-party suppliers, manufacturers, carriers or distributors, experience disruptions resulting from tighter capital and credit markets or a slowdown in the general economy. Any of these risks could impair our ability to fund our operations, limit our ability to expand our

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~~Our credit agreement contains customary financial covenants~~businesses, ~~including~~result ~~a covenant requiring us to maintain a secured net leverage ratio (as defined~~ in ~~our~~interruptions ~~credit agreement) not~~ to exceed 4.25 to 1.00, measured as of the last day of any fiscal quarter, if, as of the last day of such fiscal quarter, the aggregate outstanding amount of all revolving credit loans, swing line loans and letter of credit obligations (subject to certain exceptions specified in our ~~credit~~businesses ~~agreement)~~or ~~exceeds~~increase ~~30% of~~ our ~~revolving~~interest ~~credit commitments. In addition to the foregoing~~expense, ~~under~~any ~~the terms~~ of ~~Joinder Agreement No. 4 dated April 26, 2023 (the “Joinder Agreement”),~~ which ~~provided~~could ~~for~~have anmaterial ~~incremental~~adverse ~~term~~impacts ~~loan~~on ~~of $400.0 million (the “Fourth Incremental Term Loan”) under~~ our ~~credit agreement~~businesses, sofinancial ~~long as any principal or accrued interest remains outstanding with respect the Fourth Incremental Term Loan~~condition, weresults ~~are required to comply with financial covenants consisting~~ of ~~the~~operations ~~foregoing secured net leverage ratio~~ and acash ~~minimum consolidated interest coverage ratio (as defined in our credit agreement) of not less than 2~~flows.00 ~~to 1.00, with each such financial covenant measured as of the last day of each fiscal quarter. In addition, the Joinder Agreement contain certain mandatory prepayment provisions.~~

A default would permit the lenders or noteholders, as applicable, to accelerate the maturity of the debt under these arrangements and, with respect to our credit agreement, to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our obligations under our indentures and credit agreement. In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing.

Certain of our subsidiaries are not subject to the restrictive covenants in our debt, and their financial resources and assets may not be available to us to pay our obligations on our indebtedness.

We have designated 8th Avenue and its subsidiaries as unrestricted subsidiaries under our credit agreement and senior note indentures. Any subsidiary that is designated as unrestricted is not a guarantor under our credit agreement or under our senior note indentures, and the assets of our unrestricted subsidiaries do not secure our obligations under our credit agreement. In addition, 8th Avenue has entered into secured credit facilities that are separate from our credit agreement and senior note indentures and that restrict, among other matters, its ability to make distributions to us or engage in transactions with us. Accordingly, the financial resources and other assets of 8th Avenue and its subsidiaries may not be available to us to pay our obligations on our indebtedness or, if available, may be significantly limited.

To service our indebtedness and other cash needs, we will require a significant amount of cash. Our ability to generate cash depends upon many factors beyond our control.

Our ability to pay interest on our outstanding senior notes, to fund the settlement of our Convertible Notes, to satisfy our other debt obligations and to fund any planned capital expenditures, dividends and other cash needs will depend in part upon the future financial and operating performance of our subsidiaries and upon our ability to renew or refinance borrowings. Prevailing economic conditions and financial, business, competitive, legislative, regulatory and other factors, many of which are beyond our control, including the impact of periods of inflation, rising interest rates, recessions and public health crises, will affect our ability to make these payments.

If we are unable to make payments or refinance our debt or obtain new financing under these circumstances, we may consider other options, including:

•sales of assets;

•sales of equity;

•reductions or delays of capital expenditures, strategic acquisitions and investments; or

•negotiations with our lenders to restructure the applicable debt.

Unsuccessful implementation of business strategies to reduce costs, or unintended consequences of the implementation of such strategies, may adversely affect our businesses, financial condition, results of operations and cash flows.

Many of our costs, such as raw materials, energy and freight, are impacted by factors that are outside of our control. Therefore, to offset any increases in such costs, we must seek to reduce costs in other areas, such as through operating efficiency. If we are not able to complete projects designed to reduce costs and increase operating efficiency on time or within budget, or if the implementation of these projects results in unintended consequences, such as business disruptions, distraction of management and employees or reduced productivity, our businesses, financial condition, results of operations and cash flows may be adversely impacted. Labor shortages, inflation and shortages of materials have adversely affected and may continue to adversely affect our ability to timely obtain equipment and materials necessary to complete planned capital projects. Future disruptions and

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uncertainties for a sustained period of time could result in additional delays or modifications to our strategic plans and other initiatives or impact our ability to complete projects to reduce costs or improve efficiency on planned timelines. If the cost-saving initiatives we have implemented, or any future cost-saving initiatives, do not generate the expected cost savings and synergies, our businesses, financial condition, results of operations and cash flows may be adversely affected.

Actual operating results may differ significantly from our guidance and forward-looking statements.

From time to time, we release guidance regarding our future performance, the future performance of some or all of our ~~unconsolidated and consolidated~~ subsidiaries or the expected future performance of companies or businesses that we have agreed to acquire or that we intend to divest. This guidance, which consists of forward-looking statements, is prepared by our management and is qualified by, and subject to, the assumptions and the other information contained or referred to in such release and certain factors described in our current and periodic reports filed with the SEC. Our guidance is not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither our independent registered public accounting firm nor any other independent expert or outside party has audited, reviewed, examined, compiled or applied agreed upon procedures with respect to the guidance, and accordingly, no such person expresses any opinion or any other form of assurance with respect thereto. The independent registered public accounting firm report included herein relates to our historical financial statements. It does not extend to any guidance and should not be read to do so.

Guidance is based upon a number of assumptions and estimates that, although presented with numerical specificity, are inherently subject to business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. We generally state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges. The principal reason that we release this data is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such persons.

Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Actual results will vary from the guidance. Investors also should recognize that the reliability of any forecasted financial data diminishes the ~~farther~~further in the future that the data is forecasted. In light of the foregoing, investors are urged to put the guidance in context and not to place undue reliance on it.

Any failure to successfully implement our operating strategy or the occurrence of any of the risks or uncertainties set forth in this report could result in actual operating results being different than the guidance, and such differences may be adverse and material.

Impairment in the carrying value of intangible assets or long-lived assets, or a change in their estimated useful lives, could negatively impact our financial condition and results of operations. If our goodwill, or other intangible assets or long-lived assets become impaired, we will be required to record impairment charges, which may be significant.

~~Our balance sheet includes a significant amount of intangible assets, including goodwill, trademarks, trade names, customer relationships and other acquired intangibles.~~ Goodwill and indefinite-lived intangible assets are expected to contribute indefinitely to our cash flows and are not amortized. Management reviews all indefinite-lived intangible assets for impairment on at least an annual basis or whenever events or changes in circumstances indicate that their carrying value may not be ~~impaired~~recoverable. ~~Impairments~~In toaddition, definite-lived intangible assets, property, plant and equipment, right-of-use assets and other long-lived assets are evaluated for impairment when events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. We also evaluate the classification of indefinite-lived assets and the estimated useful lives of our definite-lived intangible assets and other long-lived assets on an ongoing basis. Impairments, or changes in these estimates or assumptions, may be caused by factors outside of our control, such as increasing competitive pricing pressures or reduced demand for our products, lower than expected revenue and profit growth rates, changes in industry EBITDA (which stands for earnings before interest, income taxes, depreciation and amortization) and revenue multiples, changes in discount rates based on changes in cost of capital (interest rates, etc.), significant disruptions to our operations as a result of internal or external events or the bankruptcy of a significant customer. These factors, along with other internal and external factors, could have a significant negative impact on our fair value determination, which could then result in a material impairment charge in our results of operations. In fiscal 2025 and 2023, we had animpairments ~~impairment~~ of goodwill. ~~and~~In fiscal 2024, we had no impairments of ~~other intangible assets~~goodwill. In fiscal ~~2022~~2025, 2024 and ~~2021~~2023, we had no impairments of ~~goodwill or~~ other intangible assets or long-lived assets. Refer to Notes 2 and 8 within “Notes to Consolidated Financial Statements” in Item 8 of this report for a discussion of our goodwill and other indefinite-lived intangible assets. Additionally, from time to time, changes in the estimates or assumptions described above may have material impacts on our results of operations. Refer to Note 2 within “Notes to Consolidated Financial Statements” in Item 8 of this report for a discussion of our definite-lived intangible assets and other long-lived assets and the estimates and assumptions related thereto.

Increases in labor-related costs, including the costs of medical and other employee health and welfare benefits, may reduce our profitability.

Inflationary pressures, shortages in the labor market and increased ~~competition~~requirements for skilled ~~and talented~~ employees have increased our labor costs, which have negatively impacted our profitability, and we expect this trend to continue ~~into fiscal 2024, although there are some economic indicators beginning to signal an alleviation of wage pressures~~. Although we continue to develop and enhance opportunities for efficient work processes, including using robotic technology and other artificial intelligence capabilities, an inability to automate processes in our manufacturing and distribution facilities could cause this trend of increasing labor costs to continue. Labor costs also include the costs of providing medical and other health and welfare benefits to our employees as well as certain former employees. With 11,430 employees as of November 1, 2023 (which excludes

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develop and enhance opportunities for efficient work processes, including using robotic or automation technology and other AI capabilities, an inability to automate processes in our manufacturing and distribution facilities could result in increases in labor costs. Labor costs also include the costs of providing medical and other health and welfare benefits to our employees as well as certain former employees. With 13,180 employees as of November 1, 2025 (which excludes the employees of our unconsolidated subsidiaries), our profitability ~~may~~is befrom ~~substantially~~time to time affected by the costs of such benefits. Although we try to control these costs, they can vary because of changes in health care laws (such as state-level prescription drug legislation) and claims experience, which have the potential to increase the cost of providing medical and other employee health and welfare benefits. Any substantial increase in these costs could have a materially negative impact on our profitability, financial condition, results of operations and cash flows.

~~Increases~~Volatility in the market value of derivative instruments we use to manage exposures to fluctuations in commodity prices, foreign currency exchange rates and interest rates may ~~negatively~~cause ~~affect~~volatility in our net earnings.

AsWe ofutilize ~~September~~derivative ~~30,~~instruments ~~2023,~~to wemanage ~~did~~commodity ~~not~~price ~~have~~risk ~~debt~~for ~~outstanding~~some ~~under~~of our ~~variable~~principal ~~interest~~ingredient ~~rate~~and ~~revolving~~energy ~~credit~~costs. ~~facility~~In addition, ~~and~~from time to time, we ~~had~~utilize ~~$400.0~~derivative ~~million~~instruments ofto ~~variable~~manage ~~interest~~our ~~rate~~foreign ~~term~~currency ~~loan~~exchange ~~debt~~rate and ~~$5.3~~interest ~~million~~rate ofrisk. ~~municipal~~Changes ~~bond~~in ~~debt~~the ~~outstanding.~~fair Wevalue ~~utilize~~of these derivative instruments, towhich ~~hedge~~are ~~the~~not ~~variable~~designated ~~interest~~for ~~rate~~hedge ~~risk~~accounting, ~~associated~~are ~~with~~recognized immediately in our ~~outstanding~~Consolidated ~~term~~Statements ~~loan~~of ~~debt~~Operations, resulting in volatility in our net earnings. InWhen the ~~future~~fair value of these derivative instruments changes in an unpredictable or significantly favorable or unfavorable manner, we ~~may~~experience ~~have~~material ~~additional~~adjustments ~~debt~~within ~~outstanding~~our ~~with~~results ~~exposure~~of operations. Refer to ~~interest~~Notes ~~rate~~2 ~~risk.~~and As13 awithin ~~result,~~“Notes weto ~~may~~Consolidated beFinancial ~~adversely~~Statements” ~~impacted~~in byItem ~~rising~~8 ~~interest~~of ~~rates~~this report for a discussion of our derivative instruments. ~~Also,~~Gains atand ~~September~~losses ~~30,~~related ~~2023,~~to weour ~~held~~commodity derivative instruments, ~~including~~are ~~those~~reported ~~hedging~~in cost of goods sold in our ~~variable~~Consolidated ~~interest~~Statements ~~rate~~of ~~term~~Operations ~~loan~~and ~~debt~~in ~~previously~~unallocated ~~referenced,~~general ~~whose~~corporate ~~market~~expenses ~~values~~in ~~are~~our ~~subject~~segment tooperating ~~changes~~results until we utilize the underlying input in our manufacturing process, at which time the ~~secured~~gains ~~overnight~~and ~~financing~~losses ~~rate~~are ~~(“SOFR”)~~recorded ~~rate~~within segment operating profit. ~~These~~Gains and losses related to our foreign currency exchange rate and interest rate derivative instruments ~~have~~are ~~resulted~~reported in selling, general and ~~may~~administrative ~~continue~~expenses toand ~~result~~income/expense on swaps, innet, ~~volatility~~respectively, in our ~~financial~~Consolidated ~~results~~Statements ~~due~~of ~~to interest rate fluctuations~~Operations.

The U.K. Financial Conduct Authority fully discontinued the London Inter-Bank Offered Rate (“LIBOR”) as a reference rate as of June 30, 2023. With the transition from LIBOR to SOFR as the preferred alternative to LIBOR, we have transitioned and amended our contracts to reference the SOFR rate where required. Although we have not experienced, and do not expect to experience, a material adverse impact from the transition from LIBOR to SOFR, the consequences of the transition remain uncertain at this time.

Volatility in the market value of derivative instruments we use to manage exposures to fluctuations in commodity prices and interest rates may cause volatility in our net earnings.

We utilize derivative instruments to manage commodity price risk for some of our principal ingredients and energy costs. In addition, from time to time, we utilize derivative instruments to manage our interest rate risk. Changes in the fair value of these derivative instruments, which are not designated for hedge accounting, are recognized immediately in our Consolidated Statements of Operations, resulting in volatility in our net earnings. If the fair value of these derivative instruments changes in an unpredictable or significantly favorable or unfavorable manner, we may experience material adjustments within our results of operations. Refer to Notes 2 and 13 within “Notes to Consolidated Financial Statements” in Item 8 of this report for a discussion of our derivative instruments.

Gains and losses related to our commodity derivative instruments are reported in cost of goods sold in our Consolidated Statements of Operations and in unallocated general corporate expenses in our segment operating results until we utilize the underlying input in our manufacturing process, at which time the gains and losses are recorded within segment operating profit. Gains and losses related to our interest rate derivative instruments are reported in income/expense on swaps, net in our Consolidated Statements of Operations.

Our borrowing costs and access to capital and credit markets could be adversely affected by a downgrade or potential downgrade of our credit ratings.

Rating agencies routinely evaluate us, and their ratings of our debt are based upon a number of factors, including our cash generating capability, levels of indebtedness, policies with respect to shareholder distributions and financial strength generally, as well as factors beyond our control, such as the then-current state of the economy and our ~~industry~~industries generally. Any downgrade of our credit ratings by a credit rating agency, whether as a result of our actions or factors which are beyond our control, could increase our future borrowing costs, impair our ability to access capital and credit markets on terms commercially acceptable to us or at all and result in a reduction in our liquidity. Our borrowing costs and access to capital markets also could be adversely affected if a credit rating agency announces that our ratings are under review for a potential downgrade. An increase in our borrowing costs, limitations on our ability to access the global capital and credit markets or a reduction in our liquidity could adversely affect our financial condition, results of operations and cash flows.

We may experience losses or be subject to increased funding and expenses with respect to our qualified pension and other postretirement plans, which could negatively impact profits.

We maintain and contribute to qualified defined benefit plans in the U.S., Canada and the U.K., primarily for our Post Consumer Brands and Weetabix businesses. With respect to those plans we maintain, we are obligated to ensure that such plans are funded or paid in accordance with applicable regulations. In the event the assets in which we invest do not perform according to expectations, or the valuation of the projected benefit obligation increases due to changes in interest rates or other factors, we may be required to make significant cash contributions to these plans and recognize increased expense onin our financial statements.

31Legal, Regulatory and Sustainability Risks

Violations of laws or regulations, as well as new laws or regulations or changes to existing laws or regulations or to interpretations thereof, could adversely affect our businesses.

Our businesses are subject to extensive legal and regulatory requirements in both the countries where we manufacture or license products, primarily in the U.S., Canada and the U.K., and those where we distribute products, including requirements related to food safety, quality, manufacturing, processing, storage, marketing, advertising, labeling, ingredients and distribution, animal welfare, traceability, packaging materials, worker health, workplace safety and other labor-related matters. In the U.S., we are regulated by, and our activities are affected by, among other federal, state and local authorities and regulations, the FDA, the USDA, the Federal Trade Commission, the Occupational Safety and Health Administration, the Department of Labor and California’s Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65). Internationally, we are regulated by, among other authorities, Health Canada, the U.K.’s Food Standards Agency, Health and Safety Executive, Environment Agency, Environmental Health, the Information Commissioners Office and the Trading Standards Office and their equivalents in E.U.

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~~Legal~~member states. We also are regulated by similar authorities elsewhere in the world where our products are distributed or licensed. Certain of our businesses are subject to heightened regulations. Specifically, certain of our Foodservice and ~~Regulatory~~Refrigerated ~~Risks~~Retail businesses’ products are subject to continuous on-site inspections by the USDA. Such heightened regulatory scrutiny results in increased costs of operations and the potential for delays in product sales. Governmental regulations and administrative policies also affect or regulate taxes and levies, tariffs, trade policies and agreements, import and export restrictions, healthcare costs, competition, data privacy and security and related disclosures, usage of AI, immigration and labor issues, including worker documentation and human rights, governmental assistance programs and incentives (such as the Supplemental Nutrition Assistance Program and the Women, Infants and Children Program) and other regulatory matters, any or all of which impact our businesses or the businesses of our customers, third-party suppliers or manufacturers or others in our supply chain.

Regulatory authorities, including federal, state, local or foreign enforcement authorities, may determine that our practices do not comply with regulatory requirements and may issue a warning letter or take regulatory or enforcement action against us, which could result in significant fines or penalties, revocations of required licenses and injunctions, potential criminal sanctions or damage to our reputation. In addition, if we or third parties in our supply chain are found to be out of compliance with applicable laws, regulations or permits, we are from time to time subject to product detentions, product recalls or other removals of products from the market, substantial delays in production or a temporary shutdown in manufacturing, distribution and product sales while the non-conformances are rectified. Any or all of these events could materially adversely impact our businesses, financial condition, results of operations or cash flows or could damage our reputation.

Changes in applicable legal or regulatory requirements, including new food safety requirements, new bans or limits on certain ingredients or packaging materials, revised labeling requirements for human or pet food (such as front of pack labeling requirements, consumer warnings for certain ingredients or substances in our products, changes to standards for health claims in human or pet food and pet food label modernization), changes in food product regulatory definitions or requirements, new or increased tariffs (such as the U.S.’s imposition of significant new tariffs on our imports and exports and other countries’ imposition of retaliatory tariffs in response during fiscal 2025), new or revised requirements for the housing of layer hens or other farm animals, new sales or media and marketing restrictions (such as new laws or regulations restricting our ability to advertise or market our products, including restrictions on specific types of television and online advertising or restrictions on certain types of promotions or in-store placements, or to advertise or market our products to certain audiences), new requirements to encourage sustainable packaging and new disclosure requirements related to greenhouse gas emissions and climate-related risk disclosure or sustainability in the U.S. or elsewhere, evolving interpretations of existing legal or regulatory requirements or changes in enforcement priorities occur from time to time. Further, the results of elections, referendums or other political conditions, including government shutdowns, have in the past impacted and could continue to impact how existing laws, regulations and government programs and policies are implemented, interpreted or prioritized or resulted and could continue to result in uncertainty as to how such laws, regulations, programs or policies may change or what new laws, regulations, government programs or policies may be implemented or other governmental actions may occur. The impact of current laws and regulations, changes in these laws or regulations or interpretations thereof or uncertainty regarding such changes or the introduction of new laws or regulations from time to time increases the costs of doing business (including increased input costs, compliance costs, capital expenditures and other financial obligations) for us, our customers, our third-party suppliers or manufacturers or others in our supply chain, requires significant changes to our business operations, strategy, supply chain management and disclosures, restricts our businesses, impacts demand for our products or competition in our categories or results in negative publicity. In addition, legal or regulatory requirements from time to time differ or conflict between jurisdictions, which increases the complexity and costs of compliance. The limited availability of government inspectors due to a government shutdown or as a result of limited staffing for other reasons, government restrictions, public health crises or closed borders could cause disruption to our manufacturing facilities. A government shutdown or limited governmental staffing for other reasons also could impact our ability to receive governmental approvals necessary for our businesses, such as labeling of new products.

If our products become adulterated or contaminated, or if they are misbranded or mislabeled, we might need to recall or withdraw those items and may experience product liability claims if consumers or their pets are injured.

Selling products for human and animal consumption involves a number of risks, including contamination, spoilage, degradation, tampering, allergens, mislabeling or other adulteration. Additionally, many of the ingredients used to make certain of our products, ~~including eggs, pork, nuts, raw potatoes and grains,~~ are vulnerable to contamination by naturally occurring ~~molds~~microbes and by pathogens, such as salmonella. These pathogens may survive in our products as a result of improper handling by us, customers or consumers. WeFrom dotime ~~not~~to ~~have~~time, ~~control~~we ~~over~~decide ~~handling procedures once our products have been shipped for distribution~~ or ~~delivered.~~are Werequired ~~may need~~ to recall, withdraw or isolate some or all of our products if there is suspected or confirmed damage, adulteration, undeclared allergens, mislabeling, misbranding or other food safety concerns, whether caused by us or someone in our supply chain or distribution network. Such anincidents ~~incident~~from ~~could~~time to time result in destruction of ~~product~~ ingredients and product inventory, product unavailability, negative publicity, temporary plant closings, supply chain interruption, substantial costs of compliance or remediation, fines and increased scrutiny by federal, state and foreign regulatory agencies. New scientific discoveries regarding ingredients, microbes and food manufacturing may bring additional risks and latent liability. Should consumption of any of our products cause illness or ~~injury,~~penalties ~~we may be liable for monetary damages as a result of claims against us. In addition, adverse publicity, including claims, whether~~ or ~~not~~increased ~~valid,~~regulatory ~~that our products or ingredients are unsafe or of poor quality~~scrutiny, ~~may discourage consumers or customers from buying our products or cause production and delivery disruptions. Although we have various insurance programs in place,~~ any of ~~these~~which ~~events or a loss of consumer or customer confidence~~ could ~~have~~materially anadversely ~~adverse~~affect ~~effect on~~ our businesses, financial condition, results of operations and cash flows. New scientific discoveries regarding ingredients, microbes

~~Violations of laws or regulations, as well as new laws or regulations or changes to existing laws or regulations or to interpretations thereof, could adversely affect our businesses.~~ 28

Our businesses are subject to a variety of laws and extensive regulations administered by federal, state and local government authorities for both the countries where we manufacture or license products, primarily in the U.S., Canada and the U.K., and those where we distribute products, including requirements related to food safety, quality, manufacturing, processing, storage, marketing, advertising, labeling and distribution, animal welfare, worker health and workplace safety. Changes in these legal or regulatory requirements, including new food safety requirements, revised labeling requirements for human or pet food (such as front of pack labeling requirements, changes to nutrition facts labeling and pet food label modernization), and sales or media and marketing restrictions, or evolving interpretations of existing legal or regulatory requirements, may result in increased compliance costs and other financial obligations. In the U.S., we are regulated by, and our activities are affected by, among other federal, state and local authorities and regulations, the FDA, the USDA, the Federal Trade Commission, the Occupational Safety and Health Administration and California’s Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65). Internationally, we are regulated by, among other authorities, Health Canada, the U.K.’s Food Standards Agency, Health and Safety Executive, Environment Agency, Environmental Health, the Information Commissioners Office and the Trading Standards Office and their equivalents in E.U. member states. We also are regulated by similar authorities elsewhere in the world where our products are distributed or licensed. Certain of our businesses are subject to heightened regulations. Specifically, certain of our Foodservice and Refrigerated Retail businesses’ products are subject to continuous on-site inspections by the USDA. Such heightened regulatory scrutiny results in increased costs of operations and the potential for delays in product sales. In addition, there is some risk that product classifications could be changed by the regulators, which could result in significant fines, penalties, discontinued distribution and relabeling costs.

Governmental regulations also affect taxes and levies, tariffs, import and export restrictions, healthcare costs, energy sourcing and usage, environmental and sustainability actions and disclosures, competition, data privacy and security and related disclosures, immigration and labor issues, governmental assistance programs and incentives (as examples, the discontinuation of the heightened Supplemental Nutrition Assistance Program benefits that were put in place during the COVID-19 pandemic, which occurred during, and adversely impacted us in, fiscal 2023, and the resumption of student loan repayments that were temporarily suspended during the COVID-19 pandemic, which occurred in October 2023) and other regulatory reforms, any or all of which may have a direct or indirect effect on our businesses or the businesses of our customers, suppliers or third-party manufacturers. In addition, we could be the target of claims relating to alleged false or deceptive advertising under federal, state and foreign laws and regulations and may be subject to initiatives to limit or prohibit the marketing and advertising of our products to children or products containing certain ingredients. We also may be impacted by changes to administrative policies, such as business restrictions, tariffs and trade agreements, in markets in which we manufacture, sell or distribute our products.

The impact of current laws and regulations, changes in these laws or regulations or interpretations thereof or the introduction of new laws or regulations could increase the costs of doing business for us or our customers, suppliers or third-party manufacturers, causing our businesses, financial condition, results of operations and cash flows to be adversely affected. As specific examples, some states have passed laws or enacted regulations, or may do so in the future, that mandate specific housing requirements for layer hens and mandate specific space requirements for farm animal enclosures, including layer hens and pigs, which have resulted, and may in the future result, in us incurring additional operating and capital costs. In addition, there is an

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~~increased~~and ~~focus~~food bymanufacturing ~~foreign,~~may ~~federal,~~bring ~~state~~additional risks and ~~local~~latent ~~regulatory~~liability. ~~and~~If ~~legislative~~consumption ~~bodies~~of ~~regarding~~any ~~environmental~~of ~~policies~~our ~~relating~~products were to ~~packaging~~cause illness, ~~environmental~~injury ~~contaminants~~or death, ~~climate~~we ~~change~~could ~~and~~be ~~the~~subject ~~regulation~~to ofclaims ~~greenhouse~~asserted ~~gas~~against ~~emissions~~us, ~~and~~which ~~mandatory~~could ~~disclosures~~be ~~related~~costly to ~~such~~defend ~~topics.~~or ~~Compliance~~result ~~with~~in ~~any~~substantial ~~such~~monetary ~~legal~~damages. orWe ~~regulatory~~are ~~requirements~~from ~~may~~time ~~require~~to ustime toinvolved ~~make~~in ~~significant~~lawsuits ~~changes~~relating to our ~~business~~products. ~~operations~~In addition, ~~strategy~~adverse publicity, ~~supply~~including ~~chain~~claims, ~~management~~whether ~~and~~or ~~disclosures~~not valid, ~~which~~regarding ~~will~~our ~~likely~~product ~~require~~quality ~~substantial~~or ~~time~~safety, ~~attention~~may adversely impact demand for our products or cause production and ~~costs~~delivery disruptions. ~~The~~Although ~~limited~~we ~~availability~~have ofvarious ~~government~~insurance ~~inspectors~~programs ~~due~~in place that, subject to atheir ~~government~~terms ~~shutdown~~and conditions, ~~government~~are ~~restrictions~~intended to address certain costs associated with these events, ~~public~~this ~~health~~insurance ~~crises~~coverage may not cover all or ~~closed~~any ~~borders~~losses ~~also~~associated ~~could~~with ~~cause~~an ~~disruption~~event, toand ~~our~~any ~~manufacturing~~of ~~facilities.~~these Aevents ~~government~~or ~~shutdown~~a ~~also~~loss ~~could~~of ~~impact~~consumer ~~our~~or ~~ability~~customer toconfidence ~~receive~~resulting ~~governmental~~from ~~approvals~~any ~~necessary~~such ~~for~~event could materially adversely impact our businesses, ~~such~~financial ascondition, ~~labeling~~results of ~~new~~operations ~~products~~and cash flows.

It is possible that federal, state, local or foreign enforcement authorities might take regulatory or enforcement action, which could result in significant fines or penalties and revocations of required licenses or injunctions, as well as potential criminal sanctions. Even if we make changes to align ourselves with changing legal or regulatory requirements, we may still be subject to significant penalties if such laws and regulations are interpreted and applied in a manner inconsistent with our practices. If we are found to be significantly out of compliance with applicable laws, regulations or permits, an enforcement authority could issue a warning letter, institute enforcement actions or both, which could result in additional costs, product detentions, substantial delays in production or even a temporary shutdown in manufacturing and product sales while the non-conformances are rectified. Also, we may have to recall product or otherwise remove product from the market and temporarily cease its manufacture and distribution, which would increase our costs and reduce our revenues. Any claims, such as product liability or labeling claims, resulting from the failure to comply with applicable laws and regulations would be expensive to defend and could result in substantial damage awards against us or harm our reputation. Any of these events would negatively impact our revenues and costs of operations.

Pending and future litigation may impair our reputation or cause us to incur significant costs.

We are, or may become, party to various lawsuits and claims, including those arising in the normal course of business, which may include lawsuits or claims relating to contracts, ~~intellectual property,~~ product recalls, product liability, the advertising, marketing, labeling or certification of products, employment matters, personal injury matters, intellectual property, social or environmental matters, data privacy or security or other aspects of our ~~business~~operations. ~~Over~~The ~~the~~food ~~past~~and ~~several~~beverage ~~years,~~and ~~there~~pet ~~has~~food ~~been~~industries ancontinue ~~increase~~to inface ~~lawsuits~~litigation ~~filed~~alleging ~~against~~deceptive ~~food~~advertising and ~~beverage~~labeling ~~companies,~~or asthat ~~well~~consumption asof ~~pet~~products ~~food~~or ~~companies,~~certain ~~alleging~~ingredients ~~deceptive~~may ~~advertising~~cause ~~and~~adverse ~~labeling~~health effects. Negative publicity resulting from allegations made in lawsuits or claims asserted against us, whether or not valid, may adversely affect our reputation or brands. Inor ~~addition,~~demand wefor ~~may~~our ~~incur~~products. ~~substantial~~The ~~costs~~outcome ~~and~~of ~~fees~~pending inor ~~defending~~future ~~such~~litigation ~~actions~~is oroften ~~asserting~~difficult ~~our~~to ~~rights~~predict, bemay ~~required~~not tobe ~~pay~~consistent ~~damage~~with ~~awards~~our orestablished ~~settlements~~reserves orfor ~~become~~such ~~subject~~matters, tomay ~~injunctions~~damage orour ~~other~~reputation ~~equitable~~and ~~remedies,~~may ~~which could~~ have amaterially ~~material~~ adverse ~~effect~~impacts on our businesses, financial condition, results of operations and cash flows. ~~The~~In ~~outcome~~addition, ofwe ~~pending~~may orincur ~~future~~substantial ~~litigation~~costs ~~is often difficult to predict~~ and ~~may~~fees ~~have~~in adefending ~~material~~such ~~adverse~~actions ~~effect~~or onasserting our ~~businesses, financial condition, results of operations and cash flows~~rights.

Although we have various insurance programs in place that, subject to their terms and conditions, are intended to address certain costs associated with these events, the potential liabilities associated with these litigation matters, or those that could arise in the future, could be excluded from coverage or, if covered, could exceed the coverage provided by such programs. In addition, insurance carriers may seek to rescind or deny coverage with respect to pending or future claims or lawsuits or could substantially increase the costs of our coverage. If we do not have sufficient coverage under our policies, or if coverage is denied, we may be required to make material payments to settle litigation or satisfy any judgment. Any of these consequences could have amaterially ~~material~~ adverse ~~effect~~impacts on our businesses, financial condition, results of operations and cash flows.

Failure to comply with personal data protection and privacy laws can adversely affect our businesses, financial condition, results of operations and cash flows.

We are subject to an evolving body of federal, state and foreign laws, regulations, guidelines and principles regarding personal information, data privacy, data protection and data security. Such laws, regulations, guidelines and principles impose varying obligations and requirements from country to country or, within the U.S., from state to state, which can create complexity in our compliance efforts, as well as cause us to incur additional costs. Our efforts to comply with such requirements, including the ~~General Data Protection Regulation, the E.~~U.’sK. ~~retained~~GDPR, ~~law version of~~ the ~~General Data Protection Regulation and the~~ E.U.~~-U.S.~~ ~~Data~~GDPR ~~Privacy Framework~~ and the California Consumer Privacy Act (as modified by the California Privacy Rights Act) and various other states’ laws, require significant time and resources and impose significant challenges that are likely to continue to increase over time, particularly as additional jurisdictions adopt similar requirements. In addition, ifexisting alaws, ~~state~~which ormay ~~other~~not ~~jurisdiction~~have ~~where~~been wepromulgated ~~have~~as ~~substantial~~data ~~operations~~privacy, ~~were~~data toprotection ~~adopt~~or ~~new~~data ~~requirements~~security frameworks, wemay ~~could~~be ~~incur~~interpreted ~~substantial~~or ~~compliance~~applied ~~costs~~in new ways by regulatory authorities or courts. Failure to comply with ~~these~~the applicable requirements or to otherwise protect personal data from unauthorized access, use or other processing could result in substantial penalties or fines, regulatory proceedings, litigation ~~and~~or damage to our reputation, ~~all~~any of which could materially adversely affect our businesses, financial condition, results of operations orand cash flows. In addition, because in certain contexts we rely on third parties to collect and process data on our behalf, any failure by these third parties to comply with the applicable obligations and requirements, or a breach suffered by any of these third parties, with respect to data they are collecting and processing on our behalf could adversely impact us.

33Acute or chronic weather events may negatively affect our businesses, financial condition, results of operations and cash flows.

Increases in the frequency or severity of any acute (including extreme weather and natural disasters) or chronic (including prolonged temperature and precipitation patterns) weather events or weather pattern changes (including those resulting in fire or water stress) may have material adverse impacts on our businesses, financial condition, results of operations and cash flows. If any of these circumstances has a negative effect on agricultural productivity, we may be subject to disruptions in the availability or less favorable pricing for certain raw materials that are necessary for our products. In addition, increases in the frequency or severity of weather events or weather pattern changes may result in damage or disruptions to our manufacturing operations or our customers’ or third-party suppliers’ or manufacturers’ operations, disrupt our supply chain or distribution channels, impact demand for our products, increase our insurance or other operating costs or require us to make additional capital expenditures. Also, water is essential to our businesses and the safety of our products, and the impacts of weather events or weather pattern changes may cause unpredictable availability of, or usage restrictions on, water of acceptable quality, which may lead to, among

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other things, adverse impacts on our or our third-party suppliers’ or manufacturers’ operations.

Legal, regulatory or market measures to address environmental, sustainability or corporate responsibility matters may negatively affect our businesses, financial condition, results of operations and cash flows.

Concern over weather pattern changes and other environmental, sustainability and corporate responsibility matters has resulted in and could continue to result in additional legal and regulatory requirements, including federal, state, local and foreign legal requirements, fees or taxes, such as those (i) related to reducing or mitigating the effects of greenhouse gases, reducing waste, increasing the recyclability and reuse of packaging materials or conserving or replenishing water, (ii) implementing new sustainability initiatives or (iii) requiring additional disclosures. Collecting, measuring, analyzing, auditing and obtaining external assurance on information relating to such matters can be costly, time-consuming, dependent on third-party cooperation and unreliable. Our compliance, or our customers’ or third-party suppliers’ or manufacturers’ compliance, with existing laws and regulations and new laws and regulations enacted in the future, or any changes in how existing laws and regulations are enforced, administered or interpreted, may lead to an increase in costs, cause changes in the way operations are conducted, expose us to additional risk of liabilities and claims and place strain on our personnel, systems and resources, any of which could have material adverse impacts on our businesses, financial condition, results of operations and cash flows. Also, our customers or consumers from time to time place increased priority on purchasing products that are sustainably grown and made or that are sustainably packaged and certified as such, requiring us to incur increased costs for additional transparency, due diligence and reporting and for the inputs for such products. Further, our businesses could be adversely affected if (i) we or others in our supply chain are unable to remain effectively aligned with expectations from the media, governments, our shareholders and other stakeholders regarding strategy, performance and disclosure on environmental, sustainability and corporate responsibility matters, which expectations can vary greatly, may contradict one another and may change rapidly, or (ii) we or others in our supply chain are perceived to have acted irresponsibly with respect to environmental, sustainability or corporate responsibility matters, any of which could result in reduced demand for our products, damage to our reputation, product boycotts, market access restrictions, legal or regulatory risks, adverse impacts on our ability to raise capital or our ability to recruit or retain talent or could divert the attention of management and our employees from operating our businesses.

Our owned and licensed intellectual property is valuable, and any inability to protect such property or loss thereof could reduce the value of our products and brands.

We consider our intellectual property rights, particularly our trademarks, but also our patents, trade secrets, know-how, copyrights and licenses, to be a significant and valuable asset to us. We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret laws, as well as exclusive and nonexclusive licensing agreements, third-party nondisclosure, confidentiality and assignment agreements, confidentiality provisions in third-party agreements and the policing of third-party misuses of our intellectual property. Our failure or inability to obtain or maintain adequate protection of our intellectual property rights, or any change in law or other changes that serve to lessen or remove the current legal protections of intellectual property, may diminish our competitiveness and could materially harm us.

We market certain of our products in the U.S., Canada, the U.K., the E.U. and several other locations pursuant to intellectual property license agreements. These licenses give us the right to use certain names, characters and logos in connection with our products and to sell the products in certain regions. If we were to breach any material term of these license agreements and not timely cure the breach, the licensor could terminate the agreement. If the licensor were to terminate our rights to use the names, characters and logos for this reason or any other reason, or if a licensor decided not to renew a license agreement upon the expiration of the license term, the loss of such rights could have material adverse impacts on our businesses, financial condition, results of operations and cash flows. In addition, as certain of our trademarks, trade names and trade secrets are subject to licenses and are shared and used by third parties, negative events outside of our control could have an adverse impact on us and our businesses, financial condition, results of operations and cash flows.

We also face the risk of claims that we have infringed third parties’ intellectual property rights. Any claims of intellectual property infringement, even those without merit, could be costly and time-consuming to defend; cause us to cease making, licensing or using products that incorporate the challenged intellectual property; require us to redesign or rebrand our products or packaging, if feasible; divert management’s attention and resources; damage our reputation; or require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property. Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. Additionally, a successful claim of infringement against us could require us to pay significant damages, enter into costly license or royalty agreements or stop the sale of certain products, any or all of which could have a negative impact on our businesses, financial condition, results of operations and cash flows.

We are subject to certain continuing obligations, including indemnification obligations and lease guarantor obligations, related to the sale of the Bob Evans restaurants business that could adversely affect our financial condition, results of operations and cash flows.

In April 2017, prior to our acquisition of Bob Evans, Bob Evans completed the sale and separation of its restaurants business (the “Bob Evans Restaurants Transaction”) to Bob Evans Restaurants, LLC, aan ~~Delaware~~affiliate ~~limited liability company formed by affiliates~~ of Golden Gate Capital Opportunity Fund, L.P. (the “Bob Evans Restaurants Buyer”), pursuant to a sale agreement between Bob Evans and the Bob Evans Restaurants Buyer (the sale agreement, together with agreements related thereto, collectively referred to as the “Restaurants Sale Agreement”). As a result of our acquisition of Bob Evans, we have the obligation to indemnify the Bob Evans Restaurants Buyer for certain breaches of the Restaurants Sale Agreement and certain other liabilities set forth in the Restaurants Sale Agreement.

In addition, in connection with the Bob Evans Restaurants Transaction, the Bob Evans Restaurants Buyer assumed the lease obligations of the Bob Evans restaurants business. However, as part of a sale leaseback transaction of 143 of Bob Evans’s restaurant properties that Bob Evans completed in 2016, Bob Evans and one of its wholly-owned subsidiaries entered into payment and performance guarantees relating to the leases on such restaurant properties (the “Guarantees”), which remained in place after the completion of the Bob Evans Restaurants Transaction. The Guarantees have subsequently been adjusted to 130 properties. Although the Bob Evans Restaurants Buyer assumed responsibility for the payment and performance obligations under the leases on the sale leaseback properties, under the terms of the Guarantees, we remain liable for payments due under any of the leases that remain in place if the Bob Evans Restaurants Buyer fails to satisfy its lease obligations where we do not otherwise have adequate defenses under the Guarantees, the lease agreements or applicable law. Any such unexpected expenses related to our obligations under the Guarantees or under the Restaurants Sale Agreement could adversely affect our financial condition, results of operations and cash flows.30

Our intellectual property rights are valuable and any inability to protect them could reduce the value of our products and brands.

We face the risk of claims that we have infringed third parties’ intellectual property rights. Any claims of intellectual property infringement, even those without merit, could be costly and time-consuming to defend; cause us to cease making, licensing or using products that incorporate the challenged intellectual property; require us to redesign or rebrand our products or packaging, if feasible; divert management’s attention and resources; or require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property. Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. Additionally, a successful claim of infringement against us could require us to pay significant damages, enter into costly license or royalty agreements or stop the sale of certain products, any or all of which could have a negative impact on our operating profits and harm our future prospects.

Termination of our material intellectual property licenses could have a material adverse effect on our businesses.

We market certain of our products in the U.S., Canada, the U.K. and several other locations pursuant to intellectual property license agreements. These licenses give us the right to use certain names, characters and logos in connection with our products and to sell the products in certain regions. If we were to breach any material term of these license agreements and not timely cure the breach, the licensor could terminate the agreement. If the licensor were to terminate our rights to use the names, characters and logos for this reason or any other reason, or if a licensor decided not to renew a license agreement upon the expiration of the license term, the loss of such rights could have a material adverse effect on our businesses.

We are subject to environmental laws and regulations that can impose significant costs and expose us to potential financial liabilities.

We are subject to extensive federal, state, local and foreign laws and regulations relating to the protection of human health and the environment, including those limiting the discharge and release of pollutants into the environment and those regulating the transport, storage, disposal and remediation of, and exposure to, solid and hazardous wastes. Certain environmental laws and regulations can impose joint and several liability without regard to fault on responsible parties, including past and present owners

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~~and~~Fund, ~~operators~~L.P. of(the ~~sites~~“Bob Evans Restaurants Buyer”), ~~related~~pursuant to ~~cleaning~~a upsale ~~sites~~agreement atbetween ~~which~~Bob ~~hazardous~~Evans ~~materials~~and ~~were~~the ~~disposed~~Bob ofEvans orRestaurants ~~released.~~Buyer ~~Failure~~(the tosale ~~comply~~agreement, together with ~~environmental~~agreements ~~laws~~related ~~and~~thereto, ~~regulations~~collectively ~~could~~referred ~~result~~to inas ~~severe~~the ~~fines~~“Restaurants ~~and~~Sale ~~penalties~~Agreement”). byAs ~~governments~~a orresult ~~courts~~ of ~~law~~our ~~and~~acquisition ~~could~~of ~~result~~Bob inEvans, ~~negative~~we ~~publicity.~~have Inthe ~~addition,~~obligation ~~future~~to ~~laws~~indemnify ~~may~~the ~~more~~Bob ~~stringently~~Evans ~~regulate~~Restaurants ~~environmental~~Buyer ~~matters,~~for ~~including~~certain ~~greenhouse~~breaches ~~gas~~of ~~emissions,~~the ~~water~~Restaurants ~~use~~Sale Agreement and ~~wastewater~~certain ~~management~~other liabilities set forth in the Restaurants Sale Agreement.

~~Future~~In ~~events~~addition, ~~such~~in connection with the Bob Evans Restaurants Transaction, the Bob Evans Restaurants Buyer assumed the lease obligations of the Bob Evans restaurants business. However, as ~~new~~part orof ~~more~~a ~~stringent~~sale ~~environmental~~leaseback ~~laws~~transaction ~~and~~of ~~regulations~~143 of Bob Evans’s restaurant properties that Bob Evans completed in 2016, ~~new~~Bob ~~environmental~~Evans ~~claims~~and one of its wholly-owned subsidiaries entered into payment and performance guarantees relating to the leases on such restaurant properties (the “Guarantees”), which remained in place after the ~~discovery~~completion of ~~currently~~the ~~unknown~~Bob ~~environmental~~Evans ~~conditions~~Restaurants ~~requiring~~Transaction. ~~response~~The ~~action~~Guarantees orhave ~~more~~subsequently ~~vigorous~~been ~~interpretations~~adjusted orto ~~enforcement~~129 ofproperties. ~~existing~~Although ~~environmental~~the ~~laws~~Bob Evans Restaurants Buyer assumed responsibility for the payment and ~~regulations~~performance obligations under the leases on the sale leaseback properties, ~~might~~under ~~require~~the usterms of the Guarantees, we remain liable for payments due under any of the leases that remain in place if the Bob Evans Restaurants Buyer fails to ~~incur~~satisfy ~~increased~~its ~~costs~~lease obligations where we do not otherwise have adequate defenses under the Guarantees, ~~capital~~the ~~expenditures~~lease agreements or ~~other~~applicable ~~financial~~law. Any such unexpected expenses related to our obligations ~~that~~under ~~could~~the ~~have~~Guarantees aor ~~material~~under ~~adverse~~the ~~effect~~Restaurants onSale ~~our~~Agreement ~~businesses,~~could adversely affect our financial condition, results of operations and cash flows.

We are subject to occupational safety and environmental laws and regulations that can impose significant costs and expose us to potential financial liabilities.

We are subject to extensive federal, state, local and foreign laws and regulations relating to the protection of human health and the environment, including those regarding occupational safety and transportation, limiting the discharge and release of pollutants into the environment and regulating the transport, storage, disposal and remediation of, and exposure to, solid and hazardous wastes. Certain environmental laws and regulations can impose joint and several liability without regard to fault on responsible parties, including past and present owners and operators of sites, related to cleaning up sites at which hazardous materials were disposed of or released. Occupational safety failures, environmental releases or failures to comply with occupational safety and environmental laws and regulations could result in severe fines and penalties by regulatory authorities or courts and could result in negative publicity. In addition, future laws may more stringently regulate occupational exposure or environmental matters, including greenhouse gas emissions, water use and wastewater management and packaging materials. Future events, such as new or more stringent occupational safety or environmental laws and regulations, new environmental claims, the discovery of currently unknown environmental conditions requiring responsive action or more vigorous interpretations or enforcement of existing environmental laws and regulations, might require us to incur increased costs, capital expenditures or other financial obligations that could have material adverse impacts on our businesses, financial condition, results of operations and cash flows.

Provisions in our articles of incorporation and bylaws and provisions of Missouri law may prevent or delay an acquisition of the Company, which could decrease the trading price of our common stock.

Our restated amended and restated articles of incorporation (~~as amended,~~ the “articles of incorporation”), our amended and restated bylaws ~~(the “bylaws”)~~ and Missouri law contain provisions intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive and incentivizing prospective acquirers to negotiate with our Board of Directors rather than to attempt a hostile takeover. These provisions include, among others:

•our Board of Directors is divided into three classes with staggered terms;

•our Board of Directors fixes the number of members on the Board of Directors;

•elimination of the rights of our shareholders to act by written consent (except when such consent is unanimous) ~~and to call shareholder meetings~~;

•rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;

•the right of our Board of Directors to issue preferred stock without shareholder approval;

•supermajority vote requirements for certain ~~amendments~~matters tocontained in our articles of incorporation;

•anti-takeover provisions of Missouri law which may prevent us from engaging in a business combination with an interested shareholder, or which may deter third parties from acquiring amounts of our common stock above certain thresholds; and

•limitations on the right of shareholders to remove directors.

General Risk Factors

Changes in tax laws may adversely affect us, and the IRS, another taxing authority or a court may disagree with our tax positions, which may result in adverse ~~effects~~impacts on our businesses, financial condition, results of operations orand cash flows.

We are subject to taxes in the U.S. and foreign jurisdictions. Due to economic and political conditions, tax rates in the U.S. and various foreign jurisdictions have been and may be subject to significant changes. ~~There~~In ~~can be no assurance that future tax law changes will not increase~~ the ~~rate~~U.S., ~~of the corporate income tax significantly; impose new limitations~~ on ~~deductions,~~July ~~credits or other tax benefits; or make other changes that may adversely affect the performance of an investment in us. Furthermore~~4, ~~there is no assurance that the IRS~~2025, ~~another taxing authority or a court will agree with~~ the ~~positions taken by us, in which case tax penalties and interest may be imposed that could adversely affect our businesses, financial condition, results of operations and cash flows~~H.R.1 ~~The enactment of or increases in tariffs, including value added~~ tax, or other changes in the application of existing taxes, in markets in which we are currently active or may be active in the future, or on specific products that we sell or with which our products compete, may have an adverse effect on our businesses, financial condition, results of operations or cash flows.

~~The market price and trading volume of our common stock may be volatile.~~31

The market price of our common stock could fluctuate significantly for many reasons, including in response to the risks and uncertainties discussed in this report, announcements we make about our businesses, variations in our quarterly results of operations and those of our competitors, market data that is available to subscribers, reports by industry analysts, whether or not we meet the financial estimates of analysts who follow us, industry or market trends, investor perceptions, actions by credit rating agencies, future issuances or sales of our common stock, to the extent any Convertible Notes are converted into shares of our common stock or cash or negative developments relating to our customers, competitors or suppliers, as well as general economic and industry conditions, including periods of inflation, rising interest rates or recessions. In addition, the stock market in general has experienced extreme price and volume fluctuations that often have been unrelated or disproportionate to the operating performance of individual companies. These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance.

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~~capital~~act ~~through~~(the ~~sales~~“H.R.1 ofTax ~~our~~Act”) ~~equity~~was ~~securities~~enacted, ~~and~~which ~~may~~includes ~~adversely~~significant ~~affect~~changes ~~the~~to ~~retentive~~U.S. ~~power~~federal income tax law. While we anticipate certain cash tax reductions in future years as a result of ~~our~~the ~~equity~~H.R.1 ~~compensation~~Tax ~~plans~~Act, ~~Further~~such benefits may not be realized to the extent we anticipate or at all, inor the ~~past~~H.R.1 Tax Act may have unanticipated adverse impacts on us. Also, ~~some~~there ~~companies~~can be no assurance that ~~have~~future ~~had~~tax ~~volatile~~law ~~market~~changes, ~~prices~~or ~~for~~interpretations ~~their~~thereof, ~~securities~~will ~~have~~not ~~been~~increase ~~subject~~the torate ~~class~~of ~~action~~the corporate income tax significantly; impose new limitations on deductions, credits or ~~derivative~~other ~~lawsuits.~~tax ~~The~~benefits; ~~filing~~or make other changes that may adversely affect the performance of aan ~~lawsuit~~investment ~~against~~in us. Furthermore, ~~regardless~~we ofare periodically subject to audits or assessments by various taxing authorities, and there is no assurance that the ~~outcome~~IRS, ~~could~~another ~~have~~taxing authority or a ~~negative~~court ~~effect~~will onagree with the positions taken by us, in which case tax penalties and interest may be imposed that could adversely affect our businesses, financial condition, results of operations and cash flows,. asThe itenactment ~~could~~of ~~result~~or increases in ~~substantial~~taxes ~~legal~~or ~~costs~~tariffs, ~~and~~including avalue ~~diversion~~added tax, or other changes in the application of ~~management’s~~existing ~~attention~~taxes, in markets in which we are currently active or may be active in the future, or on specific products that we sell or with which our products compete, may have adverse impacts on our businesses, financial condition, results of operations and ~~resources~~cash flows.

The market price and trading volume of our common stock may be volatile.

The market price of our common stock could fluctuate significantly for many reasons, including in response to the risks and uncertainties discussed in this report, announcements we make about our businesses, variations in our quarterly results of operations and those of our competitors, market data that is available to subscribers, reports by industry analysts, whether or not we meet the financial estimates of analysts who follow us, industry or market trends, investor perceptions, actions by credit rating agencies, future issuances or sales of our common stock, to the extent any Convertible Notes are converted into shares of our common stock or cash or negative developments relating to our customers, competitors or suppliers, as well as general economic and industry conditions, including inflation, new or increased tariffs or other trade restrictions, heightened interest rates, economic downturns or recessions. In addition, the stock market in general from time to time experiences extreme price and volume fluctuations unrelated or disproportionate to the operating performance of individual companies. These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance.

As a result of such events or market volatility, investors in our common stock may not be able to resell their shares at or above the price at which they purchase our common stock. In addition, this market volatility may impact our ability to raise capital through sales of our equity securities and may adversely affect the retentive power of our equity compensation plans. Further, in the past, some companies that have had volatile market prices for their securities have been subject to class action or derivative lawsuits. The filing of a lawsuit against us, regardless of the outcome, could have a negative effect on our businesses, financial condition, results of operations and cash flows, as it could result in substantial legal costs and a diversion of management’s attention and resources.

If we are unable to continue to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or our internal control over financial reporting is not effective, the reliability of our financial statements may be questioned, and our stock price may suffer.

Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”) requires any company subject to the reporting requirements of the U.S. federal securities laws to perform a comprehensive evaluation of its and its consolidated subsidiaries’ internal control over financial reporting. To comply with this statute, we are required to document and test our internal control procedures, our management is required to assess and issue a report concerning our internal control over financial reporting and our independent registered public accounting firm is required to issue an opinion on its audit of our internal control over financial reporting.

The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of its testing, our management may identify material weaknesses or significant deficiencies which may not be ~~remedied~~remediated in time to meet the annual deadline imposed by SOX. If our management cannot favorably assess the effectiveness of our internal control over financial reporting or our independent registered public accounting firm identifies material weaknesses in our internal controls, investor confidence in our financial results may weaken, and our stock price may consequently suffer. In addition, in the event that we do not maintain effective internal control over financial reporting, we might fail to timely prevent or detect potential financial misstatements. As discussed under ~~the heading~~ “Management’s Report on Internal Control Over Financial Reporting” in Item 9A of this report, and subject to the permitted exclusion of certain elements of internal controls of ~~Pet~~8th ~~Food~~Avenue noted therein, ~~as of September 30, 2023,~~ management determined that our internal control over financial reporting was effective as of September 30, 2025.

A shareholder’s percentage ownership in Post may be diluted in the future.

As with any publicly-traded company, our shareholders’ percentage ownership in Post may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including equity awards that we expect will be granted to our directors, officers and employees and the vesting of those equity awards. For a brief discussion of our equity incentive plan, see Note 19 within “Notes to Consolidated Financial Statements” in Item 8 of this report. In addition, any Convertible Notes converted into shares of our common stock will dilute the ownership of our then existing shareholders.

Actions of shareholders could cause us to incur substantial costs, divert management’s attention and resources and have an adverse effect on our businesses.

From time to time, we may be subject to proposals and other requests from shareholders urging us to take certain corporate actions, including proposals seeking to influence our corporate policies or effecting a change in our management. In the event of such shareholder proposals, particularly with respect to matters which our management and Board of Directors, in exercising their fiduciary duties, disagree with or have determined not to pursue, our businesses could be adversely affected because responding to actions and requests of shareholders can be costly and time-consuming, disrupting our operations and diverting the attention of management and our employees. Additionally, perceived uncertainties as to our future direction may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified employees, business partners and customers.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

~~Not~~Cybersecurity ~~applicable.~~Risk Management and Strategy

Cybersecurity risk management is a critical component of our overall risk management.

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Given our decentralized and adaptive operating model, each of our businesses is responsible for implementing and managing its own cybersecurity program, following our established enterprise-wide standards and strategy and using the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”), which outlines industry-wide best practices addressing the components of a cybersecurity program. We utilize a third party to routinely assess the alignment of the cybersecurity programs across our organization with the NIST CSF and the program maturity in each of the included objectives. The results of these assessments are used to develop a risk-informed approach to our prioritization and allocation of resources and investment.

We employ industry standard security controls and technologies to protect our information technology (“IT”) environment and to monitor for and detect anomalous activity. Our IT security controls and technologies are designed to protect the confidentiality, integrity and availability of our processes and systems. Across our organization, our IT security architecture and controls are designed using a risk-based approach that takes into account the effectiveness of the controls, the likelihood and severity of the risk, the current threat landscape, known industry-specific threats and the likely impact of a breach with and without the respective controls. Our controls and technologies are evaluated regularly for their relevancy to the current threat landscape. We retain a risk register to catalog known risks and assess their potential impact on our organization, enabling our proactive management of such risks and the development and implementation of mitigation strategies. We also utilize independent third parties to perform annual penetration tests at each of our businesses, allowing us to internally and externally test the controls in our facilities, networks, devices and cloud environments. In addition, we maintain and test backup and recovery systems and disaster recovery of our critical systems that are required to support our core business operations.

Our Company depends on third-party technology providers that are critical to our business operations through software, services, solutions and hosting. We utilize programs to assess the controls of these providers in an effort to reduce the likelihood of potential impacts to the confidentiality, integrity and availability of our systems. We also design our systems and the ways such providers may access our systems to limit their ability to impact our operations or systems beyond what they require. In addition, for third parties that may hold our information on their own systems, we implement processes to gather information about how such third parties secure their systems, which may include obtaining and reviewing attestations and reports from the third parties.

To help raise employee awareness of current cybersecurity threats and tactics, in particular social engineering, we provide training to our employees so that they can help identify risks and protect our organization. Through annual training, monthly phishing simulation tests, newsletters and other information postings, we educate our employees and reinforce our processes to report any suspicious activity.

In the event of a cybersecurity incident, our businesses maintain incident response plans meeting certain enterprise-established standards. Such incident response plans address the roles and responsibilities of personnel across our enterprise, required steps to take in response to an incident, incident communications plans, designated contacts for outlined response activities and playbooks to guide responses to certain common types of threats that we face. These incident response plans are reviewed and updated at least annually, with table-top exercises performed at least annually. We also have established relationships with various third-party experts and advisors to provide support in the event of a cybersecurity incident. In addition, we maintain insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of cybersecurity incidents. In conjunction with our incident response plans, we also have a process to assess whether a cybersecurity incident triggers applicable regulatory reporting obligations.

We (or third parties we rely upon) may not be able to fully, continuously and effectively implement security controls as intended, or the controls we implement may be inadequate or fail to address a particular risk. For further discussion of these risks, see “Business and Operating Risks – Technology failures or cybersecurity incidents could disrupt our operations and negatively impact our businesses” within “Risk Factors” in Item 1A of this report. While we are regularly targeted by cybersecurity threats, including cybersecurity attacks, ransomware and other cybersecurity breaches, and we expect them to continue in the future, during the year ended September 30, 2025, we did not identify any risks from cybersecurity threats that materially impacted or are reasonably likely to materially impact us.

Governance

Various individuals and teams throughout our organization are responsible for the oversight and management of cybersecurity risk for our organization.

Board of Directors Oversight

The Audit Committee of our Board of Directors has overall responsibility for the oversight of cybersecurity and other technology risks. The Audit Committee receives updates, on at least a quarterly basis, from our Chief Information Officer (the “CIO”) and our Chief Information Security Officer (the “CISO”) regarding our enterprise-wide cybersecurity program, which may address a range of topics, including the health, efficacy and maturity of our cybersecurity programs, the results of various

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assessments periodically performed on our IT environment, emerging threats and trends, including regarding AI, and cybersecurity events.

Management Oversight

Our CISO, who reports to our CIO, has overall responsibility for our enterprise-wide cybersecurity activities. The CISO is responsible for establishing the strategy, architecture, policies, procedures and standards related to cybersecurity across our organization. Each business then has a Security Lead, who reports to that business’s IT leadership, responsible for the strategy, implementation and operation of that business’s cybersecurity program (collectively, our CISO, CIO and the Security Leads are referred to as our “Security Team”). Our CISO holds a master’s degree in information systems and has over twenty years of IT experience, including significant experience dedicated to cybersecurity and IT risk management. Having been with Post in various IT capacities since 2012, including approximately five years as the head of cybersecurity, his extensive knowledge of our IT systems and controls is instrumental in safeguarding our digital infrastructure. Our CIO’s background encompasses over twenty-five years of IT experience, including many years of cybersecurity and risk management oversight, and numerous years of experience in supply chain and business transformation leadership. This experience includes approximately thirty years in various roles of increasing responsibility at Bob Evans, which Post acquired in 2018, ultimately serving as the CIO of Bob Evans for approximately four years before becoming our CIO in 2022. His broad knowledge and significant experience enable him to have a holistic risk management view across our organization. In addition, members of our Security Team participate in industry specific organizations that allow us to share information about threats and risks facing our industry, share best practices across our industry and work together to find opportunities to strengthen our industry. Members of our Security Team also have established and maintain relationships with governmental entities, which have helped inform our cybersecurity incident response planning and the protection of our IT environment.

Our Security Council, comprised of the Security Leads from each business and led by our CISO, meets on a monthly basis to discuss emerging trends and threats, share cybersecurity practices across our organization and discuss potential issues. Our Enterprise Security Risk Group (the “ESRG”), which is comprised of a cross functional group of leaders from our organization representing legal, finance, human resources, compliance and internal audit and is led by the CISO, meets at least quarterly to review cybersecurity program performance, cybersecurity risks, progress on projects and risk remediation activities. In addition, the Security Leads report on their cybersecurity programs to the CISO and the ESRG on a quarterly basis.

ITEM 2. PROPERTIES

We own our principal executive offices and lease corporate administrative offices in St. Louis, Missouri. The general offices and locations of our principal operations for each of our businesses are set forth in the summary below. We also lease sales offices mainly in the U.S. and maintain a number of stand-alone distribution facilities. In addition, there is on-site warehouse space available at many of our manufacturing facilities, and in addition to the owned and leased warehouse space discussed below, we contract for additional warehouse space on an as-needed basis.

We own many of our manufacturing facilities. Certain of our owned real properties may be subject to mortgages or other applicable security interests pursuant to our financing arrangements. Management believes our facilities generally are in good operating condition and, taken as a whole and in conjunction with our arrangements for additional space and with third-party manufacturers, are suitable and of sufficient capacity for our current operations. See “Risk Factors” in Item 1A of this report for more information about our supply chain and related risks. Utilization of manufacturing capacity varies by manufacturing facility based upon the type of products manufactured and the level of demand for those products.

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operating condition and, taken as a whole and in conjunction with our arrangements with third-party manufacturers, are suitable and of sufficient capacity for our current operations. See “Risk Factors” in Item 1A of this report for more information about our supply chain and related risks. Utilization of manufacturing capacity varies by manufacturing facility based upon the type of products manufactured and the level of demand for those products.

Post Consumer Brands

The main administrative office for Post Consumer Brands, which we own, is located in Lakeville, Minnesota. Post Consumer Brands also leases administrative office space in Bentonville, Arkansas; Cincinnati, Ohio; ~~Orrville~~Eugene, ~~Ohio~~Oregon; Fenton, Missouri; Fitzgerald, Georgia; Visalia, California and Toronto, Ontario.

Post Consumer Brands has ~~twelve~~fourteen owned manufacturing facilities located in Asheboro, North Carolina; Battle Creek, Michigan; Bloomsburg, Pennsylvania (which includes a distribution center); ~~Jonesboro~~Eugene, ~~Arkansas~~Oregon; ~~Lancaster~~Jonesboro, ~~Ohio~~Arkansas; Lawrence, Kansas; Meadville, Pennsylvania (which includes a ~~distribution center~~warehouse); Niagara Falls, Ontario; Northfield, Minnesota (which consists of two facilities and also includes a distribution center); Sparks, Nevada; ~~and~~ Tremonton, Utah and Visalia, California (which consists of two facilities, both of which include warehousing space). Post Consumer Brands also leases land for another owned manufacturing facility located in Cobourg, Ontario. Post Consumer Brands ~~maintains~~has ~~6.9~~announced ~~million~~plans ~~square~~to ~~feet~~close ofits ~~warehouse~~Cobourg, Ontario and ~~distribution~~Sparks, ~~space~~Nevada ~~throughout~~manufacturing facilities during the Ufirst quarter of fiscal 2026.S. ~~and~~In ~~Canada~~addition, ~~2.4~~Post ~~million~~Consumer ofBrands has six leased manufacturing facilities located in Blaine, Washington; Brampton, Ontario; Fitzgerald, Georgia (which isincludes ~~owned~~a bydistribution uscenter); Hazelwood, Missouri; Markham, Ontario and 4Troy, Alabama.5 ~~million~~Post ofConsumer ~~which~~Brands isalso has three leased manufacturing facilities located in Carrington, North Dakota; New Hope, Minnesota and Winchester, Virginia, which, after the expected sale of the Pasta Business, will be owned by usa third party.

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Post Consumer Brands maintains 9.7 million square feet of warehouse and distribution space throughout the U.S. and Canada, 2.1 million of which is owned by us and 7.6 million of which is leased by us. Of the 7.6 million square feet of leased warehouse and distribution space, we expect 0.9 million square feet will be owned by a third party after the anticipated sale of the Pasta Business. In recent years, Post Consumer Brands has been in the process of integrating and optimizing its distribution network, which it expects to continue.

Weetabix

Weetabix has ~~three~~four owned manufacturing facilities in the U.K. in Burton Latimer, Corby, ~~and~~ Ashton-under-Lyne and Deeside, each of which includes warehousing space. Weetabix plans to close its Ashton-under-Lyne manufacturing facility during fiscal 2026. In addition, ~~each of~~ Weetabix’s joint ~~ventures~~venture in ~~Kenya and~~ South Africa owns a manufacturing facility, and Weetabix’s joint venture in ~~those~~Kenya ~~respective~~leases ~~countries~~a manufacturing facility. Weetabix also leases office space in the U.K., ~~United Arab Emirates, Spain, Holland~~ and ~~China~~Spain.

Foodservice

The Foodservice segment has leased administrative offices in Hopkins, Minnesota and Norfolk, Nebraska. Operations for our Foodservice segment include nine owned egg products production facilities in Illinois, Iowa, Minnesota and Nebraska, and ~~five~~four leased egg products production facilities in Arizona, New Jersey, ~~Pennsylvania~~ and ~~South Dakota~~Pennsylvania. The egg products business owns five layer hen facilities and five pullet facilities in the U.S. Operations for our Foodservice segment include two owned potato processing facilities in Mars Hill, Maine and Chaska, Minnesota, two owned meat products processing and production facilities in Norfolk and Ravenna, Nebraska and a leased potato processing facility in North Las Vegas, Nevada. The Rigby, Idaho potato processing facility included in the Refrigerated Retail discussion below also manufactures products for our Foodservice segment. In addition, our Foodservice segment owns and operates a ~~ready~~protein-~~to-drink~~based shake manufacturing facility in West Jefferson, Ohio. Further, ~~which~~in isfiscal ~~expected~~2025, toour ~~begin~~Foodservice ~~manufacturing~~segment ~~products~~entered into a lease agreement for a warehouse in ~~the~~Jordan, ~~first~~Minnesota, ~~quarter~~which ofis under construction and is expected to commence operations in fiscal ~~2024~~2027.

Refrigerated Retail

The Refrigerated Retail segment has leased administrative offices in New Albany, Ohio; Cincinnati, Ohio; Rogers, Arkansas and Edina, Minnesota. In addition to certain of the egg products production facilities previously referenced for our Foodservice business, our Refrigerated Retail operations include owned sausage production plants in Hillsdale, Michigan and Xenia, Ohio. In addition to the facilities in Mars Hill, Maine and Chaska, Minnesota previously referenced for our Foodservice business, our Refrigerated Retail operations include an owned manufacturing plant in Sulphur Springs, Texas, which produces side dishes, an owned potato processing facility in Rigby, Idaho and a leased potato and side dish processing facility in Lima, Ohio. The Refrigerated Retail segment additionally operates an owned cheese processing and packaging facility and distribution center in Lake Mills, Wisconsin for its cheese and other dairy-case products business. The Refrigerated Retail segment uses an owned transportation facility in Springfield, Ohio and a leased transportation property in Talty, Texas. ~~The~~Also, ~~Refrigerated~~in ~~Retail~~fiscal ~~segment~~2025, ~~additionally~~our ~~operates~~Refrigerated anRetail ~~owned~~segment ~~cheese~~entered ~~processing~~into ~~and~~a ~~packaging~~lease ~~facility~~agreement ~~and~~for a warehouse in ~~Lake~~Fairborn, ~~Mills~~Ohio, ~~Wisconsin~~which ~~for~~is ~~its~~under ~~cheese~~construction and ~~other~~is ~~dairy-case~~expected ~~products~~to ~~business~~commence operations in fiscal 2026.

ITEM 3. LEGAL PROCEEDINGS

For information regarding our legal proceedings, refer to “Legal Proceedings” in Note 17 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

Pursuant to SEC regulations, the Company is required to disclose certain information about environmental proceedings with a governmental entity as a party if the Company reasonably believes such proceedings may result in monetary sanctions, exclusive of interest and costs, above a stated threshold. Pursuant to such SEC regulations, the Company has elected to use a threshold of $1.0 million for purposes of determining whether disclosure of any such proceedings is required. Applying this threshold, there are no such environmental proceedings pending as of the filing date of this report or that were resolved during the fourth quarter of fiscal ~~2023~~2025.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Common Stock and Dividends

Our common stock is traded on the New York Stock Exchange under the symbol “POST”. There were 2,~~589~~228 shareholders of record on November 1317, ~~2023~~2025. We did not pay any cash dividends on our common stock during the years ended September 30, ~~2023~~2025 or ~~2022~~2024. We have no plans to pay cash dividends on our common stock in the foreseeable future, and the indentures governing our debt securities and our credit facilities restrict our ability to pay dividends. The information required under this Item 5 concerning equity compensation plan information is set out under Item 12 of this report and is incorporated herein by this reference.

Issuer Purchases of Equity Securities

The following table sets forth information with respect to shares of our common stock that we purchased during the fiscal quarter ended September 30, ~~2023~~2025.

Period	Total Number of Shares Purchased	Average Price Paid per Share (a)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)	Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs (b)
July 1, 2023 - July 31, 2023	699,982	$86.39	699,982	$278,498,727
July 1, 2025 - July 31, 2025	764,423	$107.03	764,423	$271,401,912
August 1, 2023 - August 31, 2023	776,664	$88.60	776,664	$209,682,430
August 1, 2025 - August 31, 2025	759,733	$107.13	759,733	$498,640,998
September 1, 2023 - September 30, 2023	83,533	$86.86	83,533	$202,426,461
September 1, 2025 - September 30, 2025	1,046,711	$105.61	1,046,711	$388,098,879
Total	12,~~560~~570,~~179~~867	$87106.5248	12,~~560~~570,~~179~~867	$~~202~~388,~~426~~098,~~461~~879

(a)Does not include accrued excise tax or broker’s commissions.

(b)On ~~June~~February 64, ~~2023~~2025, our Board of Directors approved an authorization to repurchase up to $~~400~~500.0 million of shares of our common stock effective ~~June~~February 710, ~~2023~~2025 (the “Prior Authorization”). The Prior Authorization ~~expires~~had onan ~~June~~expiration 7date of February 10, 2027. On August 27, 2025, our Board of Directors cancelled the Prior Authorization effective August 28, 2025 and approved a new authorization to repurchase up to $500.0 million of shares of our common stock effective August 29, 2025 (the “New Authorization”). The New Authorization has an expiration date of August 29, 2027. Repurchases may be made from time to time in the open market, in private purchases, through forward, derivative, accelerated repurchase or automatic purchase transactions, or otherwise.

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Performance Graph

The following performance graph compares the changes, for the period indicated, in the cumulative total value of $100 hypothetically invested in each of (i) Post common stock (with reinvestment of shares of ~~BellRing~~common ~~Common~~stock ~~Stock, as defined in Note 4 within “Notes to Consolidated Financial Statements” in Item 8~~ of ~~this~~BellRing ~~report,~~Brands Inc. distributed to Post shareholders on March 10, 2022); (ii) the Russell 1000 ~~index~~Index; and (iii) the S&P 1500 Packaged Foods & Meats Index.

This graph covers the period from September 2830, ~~2018~~2020 through September 29 30, ~~2023~~2025.

* $100 invested on ~~9/28/18~~September 30, 2020 in stock or index.

Performance Graph Data

	Post ($)	Russell 1000 Index ($)	S&P 1500 Packaged Foods & Meats Index ($)
9/28/2018	100.00	100.00	100.00
9/30/2020	100.00	100.00	100.00
9/30/2019	107.96	103.87	114.02
9/30/2021	128.09	130.95	105.62
9/30/2020	87.72	120.49	118.62
9/30/2022	139.65	108.39	111.28
9/30/2021	112.36	157.78	125.29
9/29/2023	146.18	131.34	113.94
9/30/2022	122.50	130.60	132.01
9/30/2024	197.35	178.18	126.32
9/29/2023	128.23	158.24	135.16
9/30/2025	183.25	209.76	107.00

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

This performance graph shall not be deemed to be “soliciting material” or “filed” ~~for~~with ~~purposes~~the Securities and Exchange Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ~~or subject to the liabilities of the Exchange Act,~~ nor shall it be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except asto ~~shall~~the beextent ~~expressly~~we ~~set~~specifically ~~forth~~incorporate it by ~~specific~~ reference ininto such filing.

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and capital resources of Post Holdings, Inc. This discussion should be read in conjunction with the financial statements under Item 8 of this report and the “Cautionary Statement on Forward-Looking Statements” on page 1 of this report. The terms “our,” “we,” “us,” “Company” and “Post” as used herein refer to Post Holdings, Inc. and its subsidiaries.

The following should be read in conjunction with the discussion and analysis of our fiscal ~~2022~~2024 results compared to our fiscal ~~2021~~2023 results, including any related discussion of fiscal ~~2021~~2023 results and activity, which can be found in Item 7 under the title “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September 30, ~~2022~~2024, and such discussion and analysis is incorporated by reference herein.

On March 10, 2022, we completed the BellRing Spin-off (as defined below), which represented a strategic shift that had a major effect on our operations and consolidated financial results. Accordingly, the historical results of BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.) (“Old BellRing”) and BellRing Distribution, LLC prior to the BellRing Spin-off have been presented as discontinued operations in our Consolidated Statements of Operations and Consolidated Statements of Cash Flows. The following discussion reflects continuing operations only, unless otherwise indicated. See below for additional information.

OVERVIEW

We are a consumer packaged goods holding company, operating in four reportable segments~~: Post Consumer Brands, Weetabix, Foodservice and Refrigerated Retail~~. Our products are sold through a variety of channels, including grocery, club and drug stores, mass merchandisers, foodservice, food ingredient and eCommerce.

At September 30, ~~2023~~2025, our reportable segments were as follows:

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

•Weetabix: primarily United Kingdom (the “U.K.”) RTE cereal, muesli and protein-based shakes;

•Foodservice: primarily egg and potato products; and

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

Transactions

Post Holdings Partnering Corporation

In May and June 2021, we and Post Holdings Partnering Corporation (“PHPC”), a special purpose acquisition company, consummated the initial public offering of 34.5 million units of PHPC (the “PHPC Units” and such transaction, the “PHPC IPO”), of which our wholly-owned subsidiary (“PHPC Sponsor”) purchased 4.0 million PHPC Units. Each PHPC Unit consisted of one share of Series A common stock of PHPC (“PHPC Series A Common Stock”) and one-third of one redeemable warrant to purchase one share of PHPC Series A Common Stock at an exercise price of $11.50 per share (the “PHPC Warrants”). The PHPC Units were sold at a price of $10.00 per PHPC Unit, generating gross proceeds to PHPC of $345.0 million. Under the terms of the PHPC IPO, PHPC was required to consummate a partnering transaction by May 28, 2023, which could have been extended to August 28, 2023 in certain circumstances (the “Combination Period”).

Substantially concurrently with the closing of the PHPC IPO, PHPC completed the private sale of 1.1 million units of PHPC (the “PHPC Private Placement Units”), at a purchase price of $10.00 per PHPC Private Placement Unit, to PHPC Sponsor, generating proceeds to PHPC of $10.9 million (the “PHPC Private Placement”). Each PHPC Private Placement Unit consisted of one share of PHPC Series A Common Stock and one-third of one redeemable warrant of PHPC to purchase one share of PHPC Series A Common Stock at an exercise price of $11.50 per share (the “PHPC Private Placement Warrants”).

In addition, we, through PHPC Sponsor’s ownership of 8.6 million shares of Series F common stock of PHPC (the “PHPC Series F Common Stock”), had certain governance rights in PHPC relating to the election of PHPC directors and voting rights on amendments to PHPC’s amended and restated certificate of incorporation.

In connection with the PHPC IPO, PHPC incurred offering costs of $17.9 million, of which $10.7 million were deferred underwriting commissions that would have become payable to the underwriters solely in the event that PHPC completed a partnering transaction and were included in “Other current liabilities” on the Consolidated Balance Sheets at September 30, 2022.

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represented the number of PHPC Units sold at the offering price of $10.00 per PHPC Unit, was required by the underwriting agreement to be maintained in the trust account. These proceeds were invested only in United States (“U.S.”) treasury securities. At September 30, 2022, there was $346.8 million held in the trust account, which was included in “Investments held in trust” on the Consolidated Balance Sheets.

The public stockholders’ ownership of PHPC equity represented a noncontrolling interest (“NCI”) to us, which was classified outside of permanent shareholders’ equity as the PHPC Series A Common Stock was redeemable at the option of the public stockholders in certain circumstances. As of September 30, 2022, the carrying amount of the redeemable NCI was recorded at its redemption value of $306.6 million on the Consolidated Balance Sheets.

As of September 30, 2022 and prior to the PHPC Redemption (as defined below), we beneficially owned 31.0% of the equity of PHPC and the net earnings and net assets of PHPC were consolidated within our financial statements. The remaining 69.0% of the consolidated net earnings and net assets of PHPC, which represented the percentage of economic interest in PHPC held by the public stockholders of PHPC through their ownership of PHPC equity, were allocated to redeemable NCI. All transactions between PHPC and PHPC Sponsor, as well as related financial statement impacts, eliminated in consolidation.

On May 11, 2023, PHPC announced that it would not complete a partnering transaction within the Combination Period and that the entity would liquidate and dissolve in accordance with the terms of its amended and restated certificate of incorporation. Subsequent to the decision to liquidate and dissolve, PHPC completed certain winding-up activities, which included writing-off the deferred underwriting commissions as the underwriters agreed to waive their rights to these amounts should a partnering transaction not occur. We recorded a $10.7 million gain in connection with this write-off, which was recorded in “Other income, net” on the Consolidated Statements of Operations during the year ended September 30, 2023.

On May 28, 2023, the PHPC Warrants and the PHPC Private Placement Warrants expired worthless, as PHPC had not completed a partnering transaction before the expiration of the Combination Period.

On May 30, 2023, PHPC redeemed all of the outstanding public shares of PHPC Series A Common Stock (the “PHPC Redemption”). Each share of PHPC Series A Common Stock was redeemed for approximately $10.24 per share, representing the per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account not previously released to pay taxes or dissolution expenses, divided by the number of then outstanding shares of PHPC Series A Common Stock. In connection with the PHPC Redemption:

•$353.4 million of funds held in the trust account immediately prior to the PHPC Redemption were distributed to redeem all of the outstanding shares of PHPC Series A Common Stock, which reduced “Investments held in trust” on the Consolidated Balance Sheets to zero as of September 30, 2023. We received $40.9 million from the PHPC Redemption related to our ownership of 4.0 million shares of PHPC Series A Common Stock; and

•redeemable NCI of $312.5 million immediately prior to the PHPC Redemption was reduced to zero on the Consolidated Balance Sheets as of September 30, 2023.

Subsequent to the PHPC Redemption, PHPC delisted from the New York Stock Exchange (the “NYSE”) and dissolved in June 2023, and all classes of shares of PHPC equity were cancelled, including the PHPC Private Placement Units and the shares of PHPC Series F Common Stock, which were surrendered by PHPC Sponsor for no consideration. PHPC Sponsor subsequently dissolved in August 2023.

BellRing Brands, Inc.

On March 9, 2022, pursuant to the Transaction Agreement and Plan of Merger, dated as of October 26, 2021 (as amended by Amendment No. 1 to the Transaction Agreement and Plan of Merger, dated as of February 28, 2022, the “Spin-off Agreement”), by and among us, Old BellRing, BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC) (“BellRing”) and BellRing Merger Sub Corporation, a wholly-owned subsidiary of BellRing (“BellRing Merger Sub”), we contributed our share of Old BellRing Class B common stock, $0.01 par value per share, all of our BellRing Brands, LLC non-voting membership units and $550.4 million of cash to BellRing in exchange for certain limited liability company interests of BellRing and the right to receive $840.0 million in aggregate principal amount of BellRing’s 7.00% senior notes maturing in 2030 (the “BellRing Notes,” and such transactions, collectively, the “BellRing Contribution”).

On March 10, 2022, BellRing converted into a Delaware corporation and changed its name to “BellRing Brands, Inc.”, and we distributed an aggregate of 78.1 million, or 80.1%, of our shares of BellRing common stock, $0.01 par value per share (“BellRing Common Stock”), to our shareholders of record as of the close of business, Central Time, on February 25, 2022 (the “Record Date”) in a pro-rata distribution (the “BellRing Distribution”). Our shareholders received 1.267788 shares of BellRing Common Stock for every one share of our common stock held as of the Record Date. No fractional shares of BellRing Common Stock were issued, and instead, cash in lieu of any fractional shares was paid to our shareholders.

Upon completion of the BellRing Distribution, BellRing Merger Sub merged with and into Old BellRing (the “BellRing Merger”), with Old BellRing continuing as the surviving corporation and becoming a wholly-owned subsidiary of BellRing.

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The transactions described above, including the BellRing Contribution, the BellRing Distribution and the BellRing Merger, and the Debt-for-Debt Exchange described under “Liquidity and Capital Resources” within this section, are collectively referred to as the “BellRing Spin-off.”

Our equity interest in BellRing subsequent to the BellRing Spin-off (our “Investment in BellRing”) was 14.2% immediately following the BellRing Spin-off. As a result of the BellRing Spin-off, the dual class voting structure in the BellRing business was eliminated. The BellRing Distribution was structured in a manner intended to qualify as a tax-free distribution to our shareholders for U.S. federal income tax purposes, except to the extent of any cash received in lieu of fractional shares of BellRing Common Stock.

On August 11, 2022, we transferred 14.8 million shares of our Investment in BellRing to repay certain outstanding debt obligations as part of the First Debt-for-Equity Exchange (as defined in “Liquidity and Capital Resources” within this section).

On November 25, 2022, we transferred the remaining 4.6 million shares of our Investment in BellRing to repay certain outstanding debt obligations as part of the Second Debt-for-Equity Exchange (as defined in “Liquidity and Capital Resources” within this section). We owned no shares of BellRing Common Stock as of September 30, 2023.

We incurred separation-related expenses of $0.1 million and $29.9 million during the years ended September 30, 2023 and 2022, respectively, related to the BellRing Spin-off and subsequent divestment of our Investment in BellRing. These expenses generally included third-party costs for advisory services, fees charged by other service providers and government filing fees and were included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations.

For additional information on the BellRing Spin-off and the transactions to subsequently divest of our Investment in BellRing, refer to Notes 4, 5 and 16 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

Acquisitions

OnFiscal April 28, 2023, we completed our acquisition of a portion of The J. M. Smucker Company’s (“Smucker”) pet food business, including brands such as Rachael Ray Nutrish, Nature’s Recipe, 9Lives, Kibbles ’n Bits and Gravy Train, private label pet food assets and certain manufacturing and distribution facilities (collectively, “Pet Food”), which is reported in our Post Consumer Brands segment. In connection with the Pet Food acquisition, we entered into a transition services agreement with Smucker (the “TSA”) pursuant to which Smucker provides certain Pet Food support services to us for a transition period of 18 months (or up to 24 months at our election) following the close of the acquisition based on the terms set forth in the TSA. Pet Food receivables and payables are settled between us and Smucker monthly on a net basis per the terms of the TSA. 2025

WeOn July 1, 2025, we completed our acquisition of all of the ~~Lacka~~preferred ~~Foods~~stock ~~Limited~~and the remaining common equity interest that we did not already own in 8th Avenue Food & Provisions, Inc. (“~~Lacka~~8th ~~Foods~~Avenue”). ~~acquisition~~8th onAvenue ~~April~~is 5a manufacturer and distributor of branded and private label dry pasta and private label nut butters, ~~2022~~granola and dried fruit and nut products, which is reported in our ~~Weetabix~~Post Consumer Brands segment.

~~For~~On ~~additional~~March ~~information~~3, on2025, we completed our ~~acquisitions,~~acquisition ~~refer~~of toPotato ~~Note~~Products 6of ~~within~~Idaho, L.L.C. (“~~Notes~~PPI”), toa ~~Consolidated~~manufacturer ~~Financial~~and ~~Statements”~~packager of refrigerated and frozen potato products, which is reported in ~~Item~~our 8Refrigerated ofRetail ~~this~~and ~~report~~Foodservice segments.

~~Divestitures~~Fiscal 2024

WeOn December 1, 2023, we completed ~~the~~our ~~sale~~acquisition of substantially all of the ~~Willamette~~assets ~~Egg~~of ~~Farms~~Perfection ~~business~~Pet ~~(the~~Foods, ~~“WEF~~LLC ~~Transaction~~(“Perfection”), onwhich ~~December~~manufactures 1,and ~~2021.~~packages ~~Prior~~private tolabel ~~the~~and ~~WEF~~co-manufactured ~~Transaction,~~pet ~~Willamette~~food ~~Egg~~and ~~Farms’~~baked ~~operating~~treat ~~results~~products ~~were~~and is reported in our ~~Refrigerated~~Post ~~Retail~~Consumer Brands segment.

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.

For additional information on our acquisitions, refer to Note 5 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

Expected Divestiture of Held for Sale Assets and Liabilities

In August 2025, we entered into an agreement to sell 8th Avenue’s pasta business (the “Pasta Business”), which is expected to close in the first quarter of fiscal 2026. During the year ended September 30, 2025, the Pasta Business’s operating results were reported in our Post Consumer Brands segment and its assets and liabilities were classified as held for sale as of September 30, 2025.

Market and Company Trends

Our Company, as well as the consumer packaged goods industry in which we operate, ~~have~~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:

•inflationary pressures, ~~which~~on ~~have driven increased~~ input costs ~~and~~across ~~therefore~~all ~~pricing~~segments ~~actions~~of ~~within~~our ~~each~~business ofand ~~our~~impacts ~~respective~~of ~~segments~~tariffs (refer to the “Commodity Trends and Seasonality” section below); and

•shifting consumer preferences from branded to private label or other value products as consumers continue to be impacted by rising costs, which has negatively impacted sales volumes within our Refrigerated Retail, Post Consumer Brands and Weetabix segments and driven shifts in product mix toward lower margin products within our Post Consumer Brands and Weetabix segments; and38

•outbreaks of avian influenza during fiscal 2022 and early fiscal 2023, which impacted our Foodservice and Refrigerated Retail segments, and drove increased costs related to production inefficiencies, egg supply constraints and higher market-based egg prices, all of which were mitigated through volume management with customers and pricing actions.

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•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 may impact our results of operations into fiscal 2026. This trend could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses.

RESULTS OF OPERATIONS

	Year EndedSeptember 30,				Change in
dollars in millions	~~2023~~2025		~~2022~~2024		~~Dollars~~$		~~Percentage~~%
Net Sales	$	68,~~991~~158.01	$	57,~~851~~922.27	$	~~1,139~~235.84	193	%
Operating Profit	$	~~598~~799.93	$	~~415~~793.65	$	~~183~~5.38	441	%
Interest expense, net	~~279~~361.14		~~317~~316.85		~~(38~~44.7)9		~~(12)~~14	%
(Gain) loss on extinguishment of debt, net	(40.5)		(72.6)		32.1		44	%
Loss on extinguishment of debt, net	5.8		2.1		3.7		176	%
Income on swaps, net	(39.9)		(268.0)		228.1		85	%
(Income) expense on swaps, net	(6.9)		15.7		(22.6)		(144)	%
Gain on investment in BellRing	(5.1)		(437.1)		432.0		99	%
Other income, net	(5.0)		(12.9)		7.9		61	%
Other income, net	(7.6)		(19.8)		12.2		62	%
Income tax expense	108.7		105.1		3.6		3	%
Income tax expense	99.7		85.7		14.0		16	%
Equity method (earnings) loss, net of tax	(0.5)		0.1		(0.6)		(600)	%
Equity method loss, net of tax	0.3		67.1		(66.8)		(100)	%
Less: Net earnings attributable to noncontrolling interests	0.1		0.2		(0.1)		(50)	%
Less: Net earnings attributable to noncontrolling interests from continuing operations	11.6		7.5		4.1		55	%
Net Earnings	$	335.7	$	366.7	$	(31.0)	(8)	%
Net earnings from discontinued operations, net of tax and noncontrolling interest	—		21.6		(21.6)		(100)	%
Net Earnings	$	301.3	$	756.6	$	(455.3)	(60)	%

Net Sales

Net sales increased $~~1,139~~235.84 million, or 193%, during the year ended September 30, ~~2023~~2025, when compared to the prior year., ~~This~~driven ~~increase~~by ~~was due to~~ higher net sales within our ~~Post Consumer Brands,~~ Foodservice ~~and Weetabix segments~~segment, partially offset by lower net sales inwithin our Post Consumer Brands, Refrigerated Retail ~~segment~~and Weetabix segments. For further discussion, refer to “Segment Results” within this section.

Operating Profit

Operating profit increased $~~183~~5.38 million, or 441%, during the year ended September 30, ~~2023~~2025, when compared to the prior year., ~~This~~primarily ~~increase was~~ driven by higher segment profit within our Foodservice, ~~Post Consumer Brands~~ and Refrigerated Retail segments, partially offset by alower ~~goodwill~~segment ~~impairment~~profit ~~charge~~within ofour ~~$42.2~~Post ~~million~~Consumer ~~related~~Brands ~~to our Cheese~~ and ~~Dairy~~Weetabix ~~reporting unit~~segments, ~~lower~~a ~~segment~~goodwill ~~profit~~impairment ~~within~~charge ~~our~~of ~~Weetabix~~$29.8 ~~segment~~million and ~~increased~~higher general corporate expenses. For further discussion, refer to “Segment Results” within this section.

Interest Expense, net

Interest expense ~~decreased~~increased $3844.79 million, or 1214%, for the year ended September 30, ~~2023~~2025, when compared to the prior year. ~~The~~This ~~decrease~~increase was driven by ~~lower~~higher average outstanding principal amounts of debt, ~~increased interest income primarily on our investments held in trust prior to the PHPC Redemption~~ and a ~~lower~~higher weighted-average interest rate, ~~when~~partially offset by higher interest income compared to ~~fiscal~~the ~~2022~~prior year. Our weighted-average interest rate on our total outstanding debt was 45.93% and 5.01% for the years ended September 30, ~~2023~~2025 and ~~2022~~2024, respectively.

For additional information on our debt, refer to Note 16 within “Notes to Consolidated Financial Statements” in Item 8 of this report and “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of this report.

~~(Gain)~~ Loss on Extinguishment of Debt, net

During the year ended September 30, ~~2023~~2025, we recognized a net ~~gain~~loss of $~~40.~~5.8 million related to the ~~extinguishment~~redemption of ~~debt. The net gain primarily related to the partial repurchase of~~ our ~~4.50%~~outstanding ~~senior notes and our 4~~5.625% senior notes. The net ~~gain~~loss included debt ~~discounts~~premiums ~~received~~paid of $424.94 million and the write-off of ~~unamortized premiums of $0.9 million, partially offset by the write-off of~~ debt issuance costs of $31.34 million ~~related to our senior notes and our Third Incremental Term Loan (as defined in “Liquidity and Capital Resources” within this section)~~.

43During the year ended September 30, 2024, we recognized a net loss of $2.1 million related to the repayment of our fourth incremental term loan under our second amended and restated credit agreement (as from time to time amended, modified or supplemented, 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 5.625% senior notes and 4.50% senior notes. The net loss included tender fees and

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~~During~~ the ~~year~~write-off ~~ended~~of ~~September 30,~~debt ~~2022,~~issuance wecosts ~~recognized a net gain~~ of $~~72.~~6.0 million ~~related to the extinguishment of debt. The net gain primarily related to the partial repurchase of our 4.50% senior notes, our 4.625% senior notes~~ and ~~our 5.50% senior notes, partially offset by a~~ net ~~loss related to the partial redemption of our 5.75% senior notes. The net gain included net~~ debt ~~discounts~~premiums ~~received~~paid of $730.7 million ~~and the write-off of unamortized premiums of $15.3 million~~, partially offset by the write-off of ~~debt issuance costs and tender fees of~~ $~~16.~~4.6 million ~~related~~of tounamortized ~~our senior notes, our First Incremental Term Loan and our Second Incremental Term Loan (as such terms are defined in “Liquidity and Capital Resources”) within this section~~premiums.

For additional information on our debt, refer to Note 16 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

(Income) Expense on Swaps, net

During the years ended September 30, ~~2023~~2025 and ~~2022~~2024, we recognized (income) expense on swaps, net of $39(6.9) million and $~~268~~15.07 million, respectively, related to mark-to-market adjustments on our interest rate swaps. For additional information on our interest rate swaps, refer to Note 13 within “Notes to Consolidated Financial Statements” in Item 8 of this report and “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of this report.

Gain on Investment in BellRing

During the years ended September 30, 2023 and 2022, we recorded a gain related to our Investment in BellRing of $5.1 million and $437.1 million, respectively. For additional information on our Investment in BellRing, refer to Notes 4, 5 and 14 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

Income Tax Expense

Our effective income tax rate for fiscal ~~2023~~2025 was 24.15% compared to 922.63% for fiscal ~~2022~~2024. The following table presents the reconciliation of income tax expense with amounts computed at the United States (the “U.S.”) federal statutory tax rate.

	Year Ended September 30,
	2023		2022
	2025		2024
Computed tax at federal statutory rate (21%)	$	8693.73	$	~~188~~99.01
State income tax, net of effect on federal tax	1213.27		1012.39
Non-deductible goodwill impairment charge	8.9		—
Non-deductible compensation	8.8		7.9
Non-deductible compensation	7.0		5.9
Rate differential on foreign income	3.0		1.9
Valuation allowances	1.0		1.4
Return-to-provision	(1.2)		1.3
Enacted tax law and changes in deferred tax rates	(52.8)9		0.9
Excess tax benefits for share-based payments	(5.7)		(3.6)
Valuation allowances	(15.5)		(8.4)
Income tax credits	(2.4)		(1.9)
Excess tax benefits for share-based payments	(4.8)		(5.6)
Enhanced deduction for food donations	(1.6)		(1.0)
Income tax credits	(3.3)		(2.9)
Gain on investment in BellRing (a)	(1.1)		(91.8)
Enhanced deduction for food donations	(1.0)		(1.6)
Rate differential on foreign income	(0.2)		(10.2)
Non-deductible goodwill impairment charge	6.2		—
Return-to-provision and changes in prior year accruals	(0.1)		(0.5)
Basis differences attributable to equity method investment	4.7		—
Net losses and basis difference attributable to equity method investment	—		(14.1)
Other, net (none in excess of 5% of statutory tax)	1.9		(0.4)
Other, net (none in excess of 5% of statutory tax)	0.8		2.3
Income tax expense	$	108.7	$	105.1
Income tax expense	$	99.7	$	85.7

~~(a)No~~On ~~income~~July ~~taxes~~4, ~~have~~2025, ~~been~~the ~~recorded~~H.R.1 ~~with~~tax ~~respect~~law towas enacted in the ~~non-cash~~U.S. ~~realized~~(the ~~and~~“H.R.1 ~~unrealized~~Tax ~~book~~Act”). ~~gains~~The onH.R.1 Tax Act includes the ~~Company’s~~permanent ~~Investment~~extension inof ~~BellRing~~certain ~~during~~expiring provisions of the ~~years~~Tax ~~ended~~Cuts ~~September~~and ~~30,~~Jobs ~~2023~~Act orof ~~2022~~2017, asmodifications to the ~~Company~~international ~~fully~~tax ~~divested~~framework ~~its~~and ~~remaining~~the ~~Investment~~restoration inof ~~BellRing~~favorable ~~within~~tax 12treatment ~~months~~for ofcertain ~~the~~business ~~BellRing~~provisions, ~~Spin-off~~such inas achanges ~~manner~~to ~~intended~~the totiming ~~qualify~~of ascertain tax~~-free~~ deductions for qualifying depreciable assets, costs of research and development performed in the U.S. ~~federal~~and ~~income~~interest ~~tax~~expense. ~~purposes~~The H.R.1 ~~For~~Tax ~~additional~~Act ~~information~~has multiple effective dates, beginning in calendar year 2025 and extending through calendar year 2027. The H.R.1 Tax Act did not have a material impact on our ~~Investment~~income intax ~~BellRing,~~expense ~~refer~~for tothe ~~Notes~~year 4ended September 30, 52025, ~~and~~but 16did ~~within~~reduce ~~“Notes~~cash income tax payments during fiscal 2025, and is expected to ~~Consolidated~~drive ~~Financial~~a ~~Statements”~~reduction in ~~Item~~cash 8income oftax ~~this~~payments ~~report~~over the next five years.

In fiscal 2022, our effective income tax rate differed significantly from the statutory rate primarily as a result of (i) a $91.8 million tax-effected benefit from the non-cash realized and unrealized book gains on our Investment in BellRing, which was divested in a manner intended to qualify as tax-free for U.S. federal income tax purposes, and (ii) $14.1 million of discrete income tax benefit items related to our equity method loss attributable to 8th Avenue Food & Provisions, Inc. (“8th Avenue”). See Notes 4 and 5 within “Notes to Consolidated Financial Statements” in Item 8 of this report and “Liquidity and Capital Resources” within this section for additional information on our Investment in BellRing and the 8th Avenue equity method loss.

Discontinued Operations

The BellRing Spin-off represented a strategic shift that had a major effect on our operations and consolidated financial results. Accordingly, the historical results of Old BellRing and BellRing Distribution, LLC prior to the BellRing Spin-off were

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presented as discontinued operations in the Consolidated Statements of Operations. For additional information on the BellRing Spin-off, refer to Notes 4 and 16 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

SEGMENT RESULTS

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, ~~interest~~demolition ~~expense~~ and ~~other~~site ~~unallocated~~remediation ~~corporate~~costs ~~income~~related ~~and expenses. The discussion of Post Consumer Brands segment profit below includes segment profit attributable~~ to ~~Pet~~unused ~~Food~~facilities, asgain iton/adjustment ~~is impracticable~~ to ~~separately~~bargain ~~present~~purchase, ~~due~~interest toexpense ~~the~~and ~~level~~other ofunallocated ~~integration~~corporate ofincome ~~Pet~~and ~~Food within the Post Consumer Brands segment~~expenses.

Post Consumer Brands

	Year Ended September 30,						Change in
dollars in millions	~~2023~~2025			~~2022~~2024			~~Dollars~~$		~~Percentage~~%
Net Sales	$	34,~~033~~024.16		$	24,~~242~~109.76		$	~~790~~(85.40)	35(2)	%
Segment Profit	$	~~378~~493.89		$	~~314~~541.62		$	64(47.23)	20(9)	%
Segment Profit Margin	12		%	1413		%

Net sales for the Post Consumer Brands segment increased $790.4 million, or 35%, for the year ended September 30, 2023, when compared to the prior year. The increase in net sales was primarily due to the inclusion of five months of Pet Food net sales of $679.8 million. The remaining increase was driven by higher average net selling prices primarily due to increased pricing taken to mitigate inflation. Excluding Pet Food, pricing increases were partially offset by a volume decline of 5% and unfavorable product mix as branded cereal volumes declined, partially offset by increased private label cereal volumes.40

~~Segment~~Table profit for the year ended September 30, 2023 increased $64.2 million, or 20%, when compared to the prior year. This increase was primarily driven by higher net sales, as previously discussed, partially offset by higher product costs, which included five months of incremental costs attributable to Pet Food of $503.0 million, raw material inflation of $116.7 million and higher manufacturing costs of $65.5 million, partially offset by lower freight costs of $27.7 million. In addition, employee-related expenses, integration costs, advertising and consumer spending and amortization expense increased compared to the prior year, primarily due to the inclusion of five months of Pet Food expenses.Contents

Net sales for the Post Consumer Brands segment decreased $85.0 million, or 2%, for the year ended September 30, 2025, when compared to the prior year, driven by lower pet food and cereal and granola volumes, partially offset by the inclusion of three months of 8th Avenue net sales of $242.7 million. Pet food product sales were down $187.9 million, or 11%, driven by 9% lower volumes primarily due to distribution losses and reductions in private label and co-manufactured products, partially offset by the inclusion of two incremental months of Perfection. Cereal and granola product sales were down $97.9 million, or 4%, driven by 4% lower volumes primarily related to category declines, partially offset by the inclusion of three months of 8th Avenue. Nut butters product sales were up $75.3 million, or 72%, primarily due to the inclusion of three months of 8th Avenue. Other product sales were up $125.5 million, driven by the inclusion of three months of 8th Avenue.

Segment profit decreased $47.3 million, or 9%, for the year ended September 30, 2025, when compared to the prior year. This decrease was primarily driven by lower net sales, as previously discussed, and higher employee-related expenses of $29.3 million. These negative impacts were partially offset by lower advertising and consumer spending of $38.0 million and lower product costs of $23.5 million (which was primarily driven by lower volumes, as previously discussed, and lower raw material costs of $36.3 million, partially offset by the inclusion of three months of 8th Avenue product costs of $219.8 million).

Weetabix

	Year Ended September 30,						Change in
dollars in millions	~~2023~~2025			~~2022~~2024			~~Dollars~~$		~~Percentage~~%
Net Sales	$	~~512~~542.12		$	~~477~~543.32		$	34(1.80)	7—	%
Segment Profit	$	7374.90		$	~~109~~82.59		$	(358.69)	(3311)	%
Segment Profit Margin	14		%	2315		%

Net sales for the Weetabix segment ~~increased~~decreased $341.80 million, or 7less than 1%, for the year ended September 30, ~~2023~~2025, when compared to the prior year., ~~Excluding~~driven ~~the~~by ~~impact~~5% oflower ~~unfavorable~~volumes. ~~foreign~~Volumes ~~exchange~~decreased ~~rates~~primarily ~~and~~due ~~six~~to ~~incremental~~cereal ~~months~~category ofdeclines, ~~net~~the ~~sales~~strategic exit of ~~$14.2~~certain ~~million~~low-performing ~~attributable~~products toand ~~our~~lower ~~prior~~promotional ~~year~~activity, ~~acquisition~~partially ofoffset ~~Lacka~~by ~~Foods,~~increases ~~net~~in ~~sales~~protein-based ~~increased $42~~shakes.7 ~~million,~~These ornegative ~~9%,~~impacts onwere 1%partially ~~lower~~offset ~~volumes.~~by ~~The~~a ~~increase~~favorable inforeign ~~net~~currency ~~sales~~exchange ~~was~~impact ~~driven~~of by$15.8 million and higher average net selling prices primarily due to ~~list~~the ~~price~~annualization ~~increases,~~of ~~partially~~prior ~~offset~~year byprice aincreases ~~shift in product mix towards private label products~~ and ~~increased~~decreased promotional spending. ~~Volumes~~compared ~~declined~~to ~~1%,~~the ~~driven~~prior ~~by volume decreases in branded products, partially offset by increases in private label products~~year.

Segment profit decreased $358.69 million, or 3311%, for the year ended September 30, ~~2023~~2025, when compared to the prior year~~. Excluding the impact of unfavorable foreign exchange rates~~, ~~segment profit decreased $32.3 million, or 30%. This decrease was~~ primarily driven by higher raw material ~~inflation of $33.4 million and higher manufacturing~~ costs of $1310.13 million~~, partially offset by higher net sales, as previously discussed~~.

Foodservice

	Year Ended September 30,						Change in
dollars in millions	~~2023~~2025			~~2022~~2024			~~Dollars~~$		~~Percentage~~%
Net Sales	$	2,~~425~~641.90		$	2,~~095~~307.01		$	~~330~~333.9	1614	%
Segment Profit	$	~~349~~399.57		$	~~151~~308.01		$	~~198~~91.56	~~131~~30	%
Segment Profit Margin	1415		%	713		%

45Net sales for the Foodservice segment increased $333.9 million, or 14%, for the year ended September 30, 2025, when compared to the prior year. Egg product sales were up $269.5 million, or 14%, primarily driven by incremental HPAI pricing (partially offset by the pass-through of lower grain costs) and 3% higher volumes. Sales of side dishes were up $15.5 million, or 6%, driven by 6% higher volumes primarily due to the inclusion of seven months of PPI. Sales of all other products were up $48.9 million, primarily driven by protein-based shake sales.

Segment profit increased $91.6 million, or 30%, for the year ended September 30, 2025, when compared to the prior year, driven by higher net sales, as previously discussed, partially offset by higher raw material costs of $157.2 million.

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Net sales for the Foodservice segment increased $330.9 million, or 16%, for the year ended September 30, 2023, when compared to the prior year. The increase in net sales was primarily driven by higher average net selling prices during the current year and the lapping of lower product demand as a result of the COVID-19 pandemic in the prior year. Egg product sales were up $289.6 million, or 16%, with volume up 4%, driven by price increases taken to mitigate cost inflation as well as the pass-through of increased grain and egg market prices. Egg volumes increased due to distribution gains in the foodservice channel, partially offset by lower food ingredient volume. Sales of side dishes were up $55.0 million, or 27%, with volume up 7%, driven by price increases taken to mitigate inflation and volume increases as a result of distribution gains. Sales of other products were down $13.7 million.

Segment profit increased $198.5 million, or 131%, for the year ended September 30, 2023, when compared to the prior year, driven by higher net sales, as previously discussed, lower freight costs of $31.7 million and lapping a provision for legal settlement and related legal fees of $18.2 million in the prior year. These positive impacts were partially offset by raw material inflation of $140.1 million, primarily driven by higher egg raw material costs due to unfavorable grain and egg market prices and higher potato raw material costs, increased employee-related expenses of $6.6 million, increased manufacturing costs of $6.5 million and higher warehousing costs of $5.2 million.

Refrigerated Retail

	Year Ended September 30,						Change in
dollars in millions	~~2023~~2025			~~2022~~2024			~~Dollars~~$		~~Percentage~~%
Net Sales	$	~~1,019~~953.73		$	~~1,036~~962.62		$	(168.9)	(21)	%
Segment Profit	$	6988.23		$	5775.19		$	12.14	2116	%
Segment Profit Margin	79		%	68		%

Net sales for the Refrigerated Retail segment decreased $168.9 million, or 21%, for the year ended September 30, ~~2023~~2025, when compared to the prior year., ~~Net~~primarily ~~sales~~driven ~~for~~by ~~the~~lower ~~year~~side ~~ended~~dish ~~September 30,~~and ~~2023~~cheese ~~were~~volumes ~~impacted~~and bypartially ~~the~~offset ~~absence~~by ofhigher average net ~~sales~~selling asprices. aSales ~~result~~ of ~~the~~side ~~WEF~~dishes ~~Transaction. Excluding this impact, net sales~~ decreased $921.84 million, or 14%, driven by 73% lower volumes primarily due to price elasticities ~~and a shift towards private label products~~. These negative impacts were partially offset by higher average net selling prices compared to the prior year primarily due to price increases taken to mitigate input cost inflation, partially offset by increased promotional spending. Cheese and other dairy product sales ~~were~~decreased ~~down~~ $2213.89 million, or 118%, ~~with~~driven ~~volume~~by ~~down 16~~12%, ~~and~~lower ~~were~~volumes ~~additionally~~primarily ~~impacted~~due byto distribution losses. Egg product sales were ~~down~~up $422.61 million, or 215%, ondriven ~~12%~~by ~~lower~~incremental ~~volumes~~HPAI pricing, ~~and~~partially ~~were~~offset ~~additionally impacted~~ by ~~avian~~2% ~~influenza-related~~lower ~~supply constraints~~volumes. Sausage sales ~~declined~~increased $1.97 million, or 1%, ~~with~~driven ~~volume~~by ~~down~~price ~~1%.~~increases, ~~Sales~~partially ofoffset ~~side~~by ~~dishes increased $24.7 million, or 6~~3%, ~~with~~lower ~~volume down 4%~~volumes. Sales of all other products were ~~down~~up $5.2.6 million.

Segment profit increased $12.14 million, or 2116%, for the year ended September 30, ~~2023~~2025, when compared to the prior year., ~~This increase was~~ driven by higher average net selling prices, as previously discussed, lower warehousing costs of $6.3 million and lower freight costs of $85.08 million. These positive impacts were partially offset by higher raw material ~~inflation~~costs of $1725.95 million~~, increased advertising and consumer spending of $13~~.~~6 million, lower net sales volume, as previously discussed, and higher employee-related costs.~~

Other Items

General Corporate Expenses and Other

Year Ended September 30,

Change in

dollars in millions

~~2023~~2025

~~2022~~2024

~~Dollars~~$

~~Percentage~~%

General corporate expenses and other

~~222~~221.78

~~196~~201.87

2520.91

1310

General corporate expenses and other increased $2520.91 million, or 1310%, ~~during~~for the year ended September 30, ~~2023~~2025, when compared to the prior year. ~~The~~This ~~current~~increase ~~year~~was ~~included~~primarily ~~$12.0~~driven ~~million of restructuring and facility closure costs, including accelerated depreciation, incurred~~ by ~~our~~lapping ~~Refrigerated~~a ~~Retail,~~prior ~~Post~~year ~~Consumer~~gain ~~Brands~~on ~~and~~bargain ~~Weetabix~~purchase ~~segments.~~of ~~The prior year included~~ $1110.16 million ofrelated ~~restructuring~~to ~~and facility closure costs incurred by~~ our ~~Post~~Deeside ~~Consumer Brands and Foodservice segments~~acquisition, aincreased ~~loss~~net onlosses ~~sale of business of $6.3 million~~ related to ~~the~~mark-to-market ~~WEF~~adjustments ~~Transaction and a gain~~ on ~~assets~~equity ~~held~~security ~~for~~investments ~~sale~~ of $9.47 million ~~related~~(compared to ~~the~~net ~~sale~~gains ~~of equipment~~ in ~~Klingerstown,~~the ~~Pennsylvania~~prior ~~within~~year) ~~our Foodservice segment. Excluding these impacts, general corporate expenses~~ and ~~other~~ increased ~~$21.9~~restructuring ~~million.~~and ~~This~~facility ~~increase~~closure ~~was~~costs ~~driven~~(including byaccelerated ~~higher~~depreciation) ~~employee-related expenses~~ of $199.63 million, ~~higher acquisition-related costs of $14.6 million~~ primarily related to ~~Pet~~our ~~Food,~~Post ~~increased~~Consumer ~~mark-to-market~~Brands ~~adjustments~~segment. ~~and~~These ~~impairments~~negative onimpacts ~~equity~~were ~~securities~~partially ~~and~~offset ~~investments~~by ~~of $14.5 million and~~ increased net ~~losses~~gains related to mark-to-market adjustments on economic hedges ~~and warrant liabilities~~ of $63.94 million. These negative impacts were partially offset by decreased separation-related expenses of $29.8 million in connection with the BellRing Spin-off and a gain related to the write-off of deferred underwriting commissions of $10.7 million in connection with the PHPC Redemption.

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Impairment of Goodwill

During the year ended September 30, ~~2023~~2025, we recorded a goodwill impairment charge of $4229.28 million related to our Cheese and Dairy reporting unit, which is reported in our Refrigerated Retail segment. There were no goodwill impairment charges recorded during the ~~years~~year ended September 30, ~~2022 or 2021~~2024. For additional information on our goodwill impairment charge, refer to Note 8 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

LIQUIDITY AND CAPITAL RESOURCES

We completed the following activities during the reporting period (for additional information, see Notes 4, 5, 67, 16 and 20 within “Notes to Consolidated Financial Statements” in Item 8 of this report) impacting our liquidity and capital resources:

Fiscal ~~2023~~2025

•~~entered into a Joinder Agreement No. 4 (the “Fourth Joinder Agreement”), which provided for an incremental term loan (the “Fourth Incremental Term Loan”) of~~ $~~400~~600.0 million ~~under~~principal ~~our~~value ~~second~~issued ~~amended~~of ~~and~~6.250% ~~restated~~senior ~~credit agreement dated March 18, 2020 (the “Credit Agreement”), which we borrowed in full on April 26, 2023~~notes;

•~~issued 5~~$464.49 million ~~shares~~principal value of our ~~common~~5.625% ~~stock~~senior tonotes ~~Smucker~~redeemed toat ~~fund~~ a ~~portion~~premium of ~~the~~$4.4 ~~Pet Food acquisition~~million;

•~~entered into a Joinder Agreement No. 3 (the “Third Joinder Agreement”), which provided for an incremental term loan (the “Third Incremental Term Loan”) of~~ $~~130~~500.0 million borrowed under our Revolving Credit ~~Agreement,~~Facility ~~which~~(as wedefined ~~borrowed in full on November 18, 2022~~below);

•~~transferred our remaining 4~~$60.60 million ~~shares~~repaid ~~of BellRing Common Stock to the lender~~ under ~~the~~our ~~Third~~Revolving ~~Joinder~~Credit ~~Agreement to repay $99.9 million in aggregate principal amount of the Third Incremental Term Loan (the “Second Debt-for-Equity Exchange”) on November 25, 2022~~Facility;

•~~repaid the remaining principal amount of~~ $30111.14 million onof ~~the~~leaseback ~~Third~~financial ~~Incremental~~liabilities ~~Term~~assumed ~~Loan~~as onpart ~~November~~of ~~25,~~the ~~2022~~8th Avenue acquisition; and

•~~$220~~6.84 million ~~principal~~shares ~~value~~ of our 4common stock repurchased at an average share price of $109.~~50%~~81 ~~senior~~per ~~notes~~share ~~repurchased~~and at a ~~discount~~total cost, including accrued excise tax and broker’s commissions, of $31714.5 7 million; .

~~•$96.8~~In ~~million~~addition, ~~principal~~in ~~value~~August 2025, we entered into an agreement to sell the Pasta Business, which is expected to close in the first quarter of ~~our~~fiscal 42026.~~625%~~ ~~senior~~We ~~notes~~expect ~~repurchased~~to atreceive aapproximately ~~discount~~$375.0 ofmillion in cash and transfer $1178.42 million; of leaseback financial liabilities (which were classified as held for sale as of September 30, 2025) as part of the transaction.

~~•$1.0 million principal value of our 5.625% senior notes repurchased;~~42

•$43.5 million paid related to the termination of certain of our rate-lock interest rate swap contracts, which contained non-cash, off-market financing elements;

•$345.0 million of investments held in the trust account returned in connection with the PHPC Redemption, of which $312.5 million was distributed to PHPC public stockholders;

•4.4 million shares of our common stock repurchased at an average share price of $87.13 per share and at a total cost, including broker’s commissions, of $387.1 million; and

•had outstanding letters of credit of $19.7 million under our $750.0 million revolving credit facility under our Credit Agreement (the “Revolving Credit Facility”), which reduced the available borrowing capacity under our Revolving Credit Facility to $730.3 million at September 30, 2023.

Fiscal 2022

•entered into a second amendment to our Credit Agreement to, among other provisions, facilitate the BellRing Spin-off and to change the reference interest rate applicable to revolving loan borrowings in U.S. Dollars from the London Interbank Offered Rate (“LIBOR”) to a rate based on the secured overnight financing rate;

•entered into a Joinder Agreement No. 1 (the “First Joinder Agreement”), in connection with the BellRing Spin-off, which provided for an incremental term loan (the “First Incremental Term Loan”) of $840.0 million under our Credit Agreement, which we borrowed in full on March 8, 2022;

•contributed $550.4 million to BellRing in exchange for certain limited liability company interests of BellRing and the right to receive $840.0 million in aggregate principal amount of BellRing Notes in connection with the BellRing Spin-off. On March 10, 2022, we delivered the BellRing Notes to the lenders under the First Joinder Agreement in full satisfaction of the principal amount of the First Incremental Term Loan (the “Debt-for-Debt Exchange”);

•$840.0 million principal value repaid, or approximately 65%, of our outstanding 5.75% senior notes using the $840.0 million proceeds from the First Incremental Term Loan, and $24.1 million premium payment made on the partial extinguishment of our 5.75% senior notes;

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~~•entered~~Fiscal into a Joinder Agreement No. 2 (the “Second Joinder Agreement”), which provided for an incremental term loan (the “Second Incremental Term Loan”) of $450.0 million under our Credit Agreement, which we borrowed in full on July 25, 2022; 2024

•~~transferred 14~~$1,000.80 million ofprincipal ~~our~~value ~~shares~~issued of ~~BellRing Common Stock to the lenders under the Second Joinder Agreement to repay $342~~6.325% ~~million~~senior insecured ~~aggregate principal amount of the Second Incremental Term Loan (the “First Debt-for-Equity Exchange”) on August 11, 2022~~notes;

•~~repaid the remaining principal amount of~~ $~~107~~1,200.7 0 million ofprincipal ~~the~~value ~~Second~~issued ~~Incremental~~of ~~Term~~6.375% ~~Loan~~senior ~~on September 14, 2022~~notes;

•entered into a third amendment to our Credit Agreement (the “Third Amendment”), which replaced our previous revolving credit facility in an aggregate principal amount of $~~575~~750.0 million ~~principal~~(the ~~value~~“Old ~~issued~~Revolving Credit Facility”) with a new revolving credit facility in an aggregate principal amount of 2$1,000.~~50%~~0 ~~convertible~~million ~~senior~~(the ~~notes~~“New Revolving Credit Facility”), and extended the maturity date of the New Revolving Credit Facility to February 20, 2029, provided that certain criteria are met;

•~~settled a modified “Dutch Auction” tender offer and purchased~~ $~~139~~645.80 million ~~principal~~borrowed ~~value,~~under ~~or approximately 8%, of~~ our ~~4.625%~~Revolving ~~senior~~Credit ~~notes~~Facility at(such ~~87%~~term ofrefers ~~par,~~to ~~including~~our aOld 5%Revolving ~~tender~~Credit ~~premium,~~Facility ~~and~~prior ~~$381.8~~to ~~million~~the ~~principal~~Third ~~value,~~Amendment orand ~~approximately 22%, of~~ our ~~4.50%~~New ~~senior~~Revolving ~~notes~~Credit atFacility ~~86%~~subsequent ofto ~~par,~~the ~~including~~Third ~~a 5% tender premium, for aggregate cash consideration of $450.0 million, excluding accrued interest and fees~~Amendment);

•$~~147~~645.70 million ~~principal~~repaid ~~value~~under of our ~~4.50%~~Revolving ~~senior~~Credit ~~notes repurchased at a discount of $21.3 million~~Facility;

•$2869.01 million principal value of our 4.~~625~~50% senior notes repurchased at a discount of $37.89 million;

•$15475.0 million principal value of our 5.50625% senior notes repurchased at a ~~discount~~premium of $14.2 million;

•$~~500~~459.03 million ~~additional~~ principal value ~~issued~~ of our 5.5075% senior notes redeemed at a premium of $4.4 million;

•4$400.90 million ~~shares~~principal ofvalue ~~our~~repaid ~~common~~on ~~stock~~our ~~repurchased~~Fourth atIncremental anTerm ~~average share price of $90.02 per share and at a total cost, including broker’s commissions, of $439.0 million~~Loan; ~~and~~

•~~had~~3.0 ~~outstanding~~million ~~letters~~shares of ~~credit~~our ofcommon ~~$19.7~~stock ~~million~~repurchased ~~under~~at ~~our~~an ~~Revolving~~average ~~Credit~~share ~~Facility,~~price ~~which~~of ~~reduced~~$101.74 ~~the~~per ~~available~~share ~~borrowing~~and ~~capacity~~at ~~under~~a ~~our~~total ~~Revolving~~cost, ~~Credit~~including ~~Facility~~accrued toexcise ~~$730.3~~tax ~~million~~and atbroker’s ~~September 30~~commissions, ~~2022~~of $303.1 million; and

•$50.0 million paid and $50.9 million received related to a structured share repurchase contract.

Sources and Uses of Cash

Historically, we have generated and expect to continue to generate positive cash flows from operations. We believe our cash on hand, cash flows from operations and current and possible future credit facilities will be sufficient to satisfy our working capital requirements, purchase commitments, interest payments, research and development activities, capital expenditures, pension contributions and benefit payments and other financing requirements for the foreseeable future. We are currently not aware of any trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact ~~meeting~~our ability to meet our capital needs during or beyond the next twelve months. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. If we are unable to generate sufficient cash flows from operations, or are otherwise unable to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives, which may require waivers under our Credit Agreement and our indentures governing our senior notes, in order to generate additional cash. There can be no assurance that we would be able to obtain additional financing or any such waivers on terms acceptable to us or at all. For additional information on our debt, refer to Note 16 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

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 and repayment or refinancing of our long-term debt obligations. 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.

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 include 8th Avenue and its 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. These guarantees are subject to release in certain circumstances.

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 6.250% and 6.375% 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

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~~subsidiaries~~Credit ~~and~~Agreement ~~subsidiaries~~or wecertain ~~designate~~of asour ~~unrestricted~~other indebtedness (other than immaterial subsidiaries, ~~which~~certain ~~include~~excluded ~~8th~~subsidiaries ~~Avenue~~ and ~~its~~subsidiaries we designate as unrestricted subsidiaries). These guarantees are subject to release in certain circumstances.

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 include 8th Avenue and its subsidiaries~~. 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 ~~under~~for the 2.50% convertible senior notes as well.

Cash Requirements

Our cash requirements under our various contractual obligations and commitments include:

• Debt and interest obligations – See Note 16 within “Notes to Consolidated Financial Statements” in Item 8 of this report for information on our debt and the timing of future principal and interest payments. For information on our interest rate swaps that require monthly settlements, see Note 13 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

• Purchase obligations – Purchase obligations are legally binding agreements to purchase goods, services or equipment that specify all significant terms, including: fixed or minimum quantities to be purchased and/or penalties imposed for failing to meet contracted minimum purchase quantities (such as “take-or-pay” contracts); fixed, minimum or variable price provisions; and the approximate timing of the transaction. The Company has long-term ingredient, packaging, utility and information technology commitments used to support our various businesses for periods up to fiscal ~~2034~~2038. Minimum amounts committed to as of September 30, ~~2023~~2025 were $47,~~511~~382.17 million (with $12,~~925~~497.23 million due in fiscal ~~2024~~2026), primarily related to long-term egg contracts, open purchase orders and accrued capital expenditures.

• Leases – See Note 15 within “Notes to Consolidated Financial Statements” in Item 8 of this report for information on our lease obligations and the amount and timing of future payments.

• Pension and other postretirement benefit obligations – See Note 18 within “Notes to Consolidated Financial Statements” in Item 8 of this report for information on our pension and other postretirement benefit obligations and the amount and timing of future payments.

• Other liabilities – Other liabilities include obligations associated with certain employee benefit programs, payments for workers’ compensation, general liability and auto liability claim losses, unrecognized tax benefits, leaseback financial liabilities classified as held for sale and various other long-term liabilities, all of which have some inherent uncertainty as to the amount and timing of payments and were reflected on our Consolidated Balance Sheets as of September 30, ~~2023~~2025.

On October 7, 2023, we entered into a definitive agreement to acquire substantially all of the assets of Perfection Pet Foods, LLC (“Perfection”) for $235.0 million, subject to working capital adjustments. Perfection is a manufacturer and packager of private label and co-manufactured pet food and baked treat products. The acquisition is expected to close in our first quarter of fiscal 2024, and we plan to use a combination of cash on hand and borrowings under our Revolving Credit Facility to fund the purchase price.

The following table presents cash flow data, which is discussed below.

	Year ended September 30,
	Year Ended September 30,
dollars in millions	~~2023~~2025		~~2022~~2024
Cash provided by (used in):
Operating activities - continuing operations	$	750.3	$	384.2
Operating activities	$	998.3	$	931.7
Investing activities - continuing operations	(669.3)		(220.2)
Investing activities	(1,419.3)		(677.5)
Financing activities - continuing operations	(555.7)		(237.2)
Financing activities	(188.6)		415.6
Net cash used in discontinued operations	—		(151.9)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1.5		3.9
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1.8		(9.0)
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(608.1)	$	673.7
Net decrease in cash, cash equivalents and restricted cash	$	(472.9)	$	(234.1)

49Operating Activities

Cash provided by operating activities for the year ended September 30, 2025 increased $66.6 million compared to the year ended September 30, 2024. This increase was primarily driven by lower tax payments of $81.8 million, partially offset by cash outflows related to fluctuations in the timing of sales and collections of trade receivables within our Foodservice segment and higher interest payments of $48.9 million.

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~~Operating~~Investing Activities ~~- Continuing Operations~~

~~Cash~~Fiscal ~~provided~~2025 by operating activities for the year ended September 30, 2023 increased $366.1 million compared to the year ended September 30, 2022, primarily driven by higher operating profit, cash inflows related to fluctuations in the timing of sales and collections of trade receivables at our Post Consumer Brands and Foodservice segments (compared to cash outflows in fiscal 2022), lower interest payments of $19.8 million and lower net payments on our interest rate swaps of $16.9 million. These impacts were partially offset by cash outflows related to fluctuations in the timing of purchases and payments of trade payables at our Post Consumer Brands and Foodservice segments (compared to cash inflows in fiscal 2022) and higher tax payments of $68.9 million.

~~Investing~~Cash ~~Activities~~used -in ~~Continuing~~investing ~~Operations~~activities for the year ended September 30, 2025 was $1,419.3 million, primarily driven by net cash payments of $920.3 million related to the 8th Avenue and PPI acquisitions and capital expenditures of $510.2 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.

Fiscal ~~2023~~ 2024

Cash used in investing activities for the year ended September 30, ~~2023~~2024 was $~~669~~677.35 million, primarily driven by capital expenditures of $429.5 million and net cash payments of $~~715~~248.21 million related to the ~~Pet~~Perfection ~~Food acquisition~~ and ~~capital~~Deeside ~~expenditures of $303~~acquisitions.0 ~~million.~~ Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments. These cash outflows were partially offset by a return of $345.0 million in connection with the PHPC Redemption which had been deposited in a trust account in connection with the PHPC IPO and the PHPC Private Placement.

~~Fiscal~~Financing ~~2022~~Activities

~~Cash~~Fiscal ~~used~~2025 in investing activities for the year ended September 30, 2022 was $220.2 million. The cash outflow during the year ended September 30, 2022 was driven by capital expenditures of $255.3 million, net cash payments of $24.8 million primarily related to our acquisition of Lacka Foods and cash paid related to investments in partnerships of $9.0 million. These cash outflows were partially offset by proceeds from the sale of a business (related to the WEF Transaction) of $50.5 million and proceeds from the sale of property and assets held for sale of $18.0 million. Capital expenditures in the period were primarily driven by ongoing projects in our Post Consumer Brands and Foodservice segments.

~~Financing~~Cash ~~Activities~~used -in ~~Continuing~~financing ~~Operations~~activities for the year ended September 30, 2025 was $188.6 million. We received proceeds of $600.0 million from the issuance of our 6.250% senior notes and $500.0 million from borrowings under our Revolving Credit Facility, redeemed $464.9 million principal value of our 5.625% senior notes, repaid $60.0 million under our Revolving Credit Facility and repaid $1.2 million principal value of our municipal bond. In addition, we paid $709.0 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.

Fiscal ~~2023~~ 2024

Cash ~~used~~provided inby financing activities ~~was $555.7 million~~ for the year ended September 30, ~~2023~~2024 was $415.6 million. We received proceeds of $~~400~~1,200.0 million and $~~130~~1,000.0 million from ~~our~~the ~~Fourth~~issuance ~~Incremental~~of ~~Term~~our ~~Loan~~6.375% ~~and~~senior ~~our~~notes ~~Third~~and ~~Incremental~~6.25% ~~Term~~senior ~~Loan~~secured notes, respectively., ~~The~~and ~~Third~~$645.0 ~~Incremental~~million ~~Term~~from ~~Loan~~borrowings ~~was~~under ~~partially~~our ~~repaid~~Revolving ~~through~~Credit ~~the~~Facility. ~~Second~~In ~~Debt-for-Equity Exchange~~addition, ~~and~~we ~~the~~received ~~remaining~~net ~~principal~~proceeds ~~balance~~ of $300.19 million ~~was~~related ~~repaid~~to ~~using~~our ~~cash~~structured onshare ~~hand~~repurchase contract. InWe ~~addition, we~~ repaid $~~318~~1,003.64 million principal value of our 4.50%, 45.625% and 5.~~625~~75% senior notes, (net of $427.9 million of discounts), repaid $400.0 million principal value of our Fourth Incremental Term Loan, repaid $645.0 million under our Revolving Credit Facility and repaid $1.1 million principal value of our municipal bond, which resulted in total net repayments of debt of $~~306~~2,041.9 6 million. We ~~distributed~~paid $~~312~~300.57 million, toincluding ~~PHPC~~broker’s ~~public~~commissions, ~~stockholders~~for inthe ~~connection~~repurchase ~~with~~of ~~the~~shares ~~PHPC~~of ~~Redemption~~our common stock. WeIn addition, we paid $~~387~~35.10 million, ~~including~~of ~~broker’s~~debt ~~commissions,~~issuance ~~for~~costs ~~repurchases~~and ofdeferred ~~shares~~financing fees (in connection with the issuance of our ~~common~~6.375% ~~stock~~senior notes and ~~$43~~6.525% ~~million~~senior ~~related~~secured tonotes and entry into the ~~termination~~Third ofAmendment) ~~certain~~and $8.6 million of ~~our~~debt ~~rate-lock~~premiums ~~interest~~related ~~rate~~to ~~swap~~the ~~contracts,~~redemption ~~which~~of ~~contained~~our ~~non-cash,~~5.625% ~~off-market~~senior ~~financing~~notes ~~elements~~and 5.75% senior notes.

Fiscal 2022

Cash used in financing activities was $237.2 million for the year ended September 30, 2022. We paid $550.4 million of cash to BellRing in connection with the BellRing Spin-off, which was partially offset by cash receipts from BellRing of $3.2 million prior to the BellRing Spin-off related to quarterly tax distributions pursuant to BellRing Brands, LLC’s amended and restated limited liability company agreement. We received proceeds of $840.0 million from our First Incremental Term Loan, which were used to repay $840.0 million principal value of our 5.75% senior notes. We received proceeds of $450.0 million from our Second Incremental Term Loan. The Second Incremental Term Loan was partially repaid through the First Debt-for-Equity Exchange and the remaining principal balance of $107.7 million was repaid using cash on hand. We repaid $712.3 million principal value of our 4.50%, 4.625% and 5.50% senior notes, net of $97.8 million in discounts. These repayments, combined with a principal payment of $1.1 million on a municipal bond, resulted in total net repayments of long-term debt of $1,563.3 million. In connection with the repayment of the 5.75% senior notes (discussed above), we paid $24.1 million in debt premiums. We received proceeds of $500.0 million and a premium of $17.5 million from our additional 5.50% senior notes issuance. We received proceeds of $575.0 million from our 2.50% convertible senior notes issuance. We paid $26.4 million in debt issuance costs and deferred financing fees primarily in connection with our additional 5.50% senior notes issuance, our 2.50% convertible senior notes issuance, our First Incremental Term Loan, our Second Incremental Term Loan and the amendment of our Credit Agreement. We paid $443.0 million, including broker’s commissions, for repurchases of shares of our common stock, which included repurchases of shares of our common stock that were accrued at September 30, 2021 and did not settle until fiscal 2022.

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Debt Covenants

Credit Agreement

Under the terms of our Credit Agreement, we are required to comply with a financial covenant consisting of a secured net leverage ratio (as defined in the Credit Agreement) not to exceed 4.25 to 1.00, measured as of the last day of any fiscal quarter, if, as of the last day of such fiscal quarter, the aggregate outstanding amount of all revolving credit loans, swing line loans and letter of credit obligations (subject to certain exceptions specified in the Credit Agreement) exceeds 30% of our revolving credit commitments. In addition to the foregoing, under the terms of the Fourth Joinder Agreement, so long as any principal or accrued interest remains outstanding with respect to the Fourth Incremental Term Loan, we are required to comply with financial covenants consisting of the foregoing secured net leverage ratio as of the last day of each fiscal quarter and a minimum consolidated interest coverage ratio (as defined in the Credit Agreement) of not less than 2.00 to 1.00, measured as of the last day of each fiscal quarter. As of September 30, ~~2023~~2025, we were in compliance with these financial covenants. We do not believe non-compliance is reasonably likely in the foreseeable future.

Our Credit Agreement provides for incremental revolving and term loan facilities, and also permits other secured or unsecured debt, if, among other conditions, certain financial ratios are met, as defined and specified in the Credit Agreement.

COMMODITY TRENDS AND SEASONALITY

Our Company is exposed to regular price fluctuations primarily from purchases of raw materials, including ingredients and packaging materials, energy and other ~~inputs~~supplies. Primary exposures include wheat, oats, rice, corn, other grain products, eggs, sows, pork and other animal proteins and fats, pasta, potatoes and various other vegetables, bakery products, cheese, milk, butter, vegetable oils, dairy- and vegetable-based proteins, sugar and other sweeteners, fruit, peanuts and other nuts, natural gas, electricity, diesel fuel, ~~carbon dioxide,~~ folding cartons, corrugated ~~boxes~~containers, flexible ~~and~~film, rigid plastic ~~film,~~ trays and containers, foam trays, beverage packaging, plastic lined ~~cartonboard~~carton board, large format printed bags and steel cans and lids. These costs have been volatile in recent years and future changes in such costs may cause our results of operations and our operating margins to fluctuate significantly. We manage the impact of cost increases, wherever possible, on commercially reasonable terms, by locking in prices on the quantities required to meet our anticipated production requirements. In addition, we may offset the effect of increased costs by raising prices to our customers. However, for competitive reasons, we may not be able to pass along the full effect of increases in raw materials and other input costs as we incur them.

Inflationary pressures can have an adverse effect on us through higher raw material, including ingredients and packaging, and energy costs, and we experienced input cost inflationary headwinds across all segments of our business during the year ended September 30, 2023. Raw material, including ingredient and packaging, and energy inflation has been widespread, rapid and significant and has put downward pressures on our profit margins. We have largely mitigated these impacts through pricing actions across all segments, cost savings measures and hedging programs. We expect inflationary pressures to continue into fiscal 2024, albeit at a slower rate than fiscal 2023 for our domestic segments. These trends could have a materially adverse impact on our businesses in the future if inflation rates significantly exceed our ability to continue to achieve price increases or cost savings or if such price increases significantly impact demand for our products.45

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increased costs by raising prices to our customers. However, for competitive reasons, we may not be able to pass along the full effect of increases in raw materials and other input costs as we incur them.

Inflationary pressures can have an adverse effect on us through higher raw material, including ingredients and packaging, and energy costs. During both fiscal 2025 and 2024, inflationary pressures on certain input costs eased, while other input costs continued to face inflationary pressures, and we expect this trend to continue into fiscal 2026. 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 material adverse impact on our results of operations if we are unable to mitigate the impact on our businesses.

CURRENCY

Certain sales and costs of our foreign operations were denominated in currencies other than our reporting currency, primarily Pounds Sterling and Canadian Dollars. Consequently, profits from these businesses can be impacted by fluctuations in the value of these currencies relative to the U.S. Dollar. We incur gains and losses within our shareholders’ equity due to the translation of our financial statements from foreign currencies into U.S. Dollars. Our results of operations may be impacted by the translation of the results of operations of our foreign operations into U.S. Dollars. The exchange rates used to translate our foreign sales into U.S. Dollars positively affected consolidated net sales by less than 1% during the year ended September 30, ~~2023~~2025, and did not have a material impact on our operating profit or net earnings during the year ended September 30, ~~2023~~2025.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires the use of judgment, estimates and assumptions. We make these subjective determinations after considering our historical performance, management’s experience, current economic trends and events and information from outside sources. Inherent in this process is the possibility that actual results could differ from these estimates and assumptions for any particular period.

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Our critical accounting estimates are those that involve a significant amount of estimation uncertainty and have a meaningful impact on the reporting of our financial condition and results of operations and should be read in conjunction with our significant accounting policies as described in Note 2 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

Revenue Recognition, Allowance for Trade Promotions — The recognition of certain variable trade promotions requires significant management judgment regarding estimated purchase volumes and program participation. Estimates are based on contractual provisions, redemption rate assumptions and our assessment of current market provisions. Redemption rate assumptions are based on historical results of similar promotions on a program-by-program basis, adjusted for current expectations of promotion performance based on current market trends. We review and update estimates of variable consideration quarterly. Uncertainties related to the estimates of variable consideration are resolved in a short time frame and do not require any additional constraint on variable consideration. Approximately 1% of our annual net sales represent variable consideration that will be resolved in the subsequent period. Based on historical experience, we do not believe that there will be significant changes to our estimates of variable consideration when any uncertainties are resolved with customers. However, significant changes in our estimates could have a material impact on our results of operations.

Business Combinations — We use the acquisition method of accounting for acquired businesses that meet the criteria to be accounted for as a business combination, whereby the fair value of total consideration transferred is allocated to the assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition. The allocation of the purchase price in a business combination requires us to perform valuations with significant judgment and estimates. As such, in the case of significant acquisitions, we engage the assistance of third-party valuation specialists in estimating the fair value of certain assets acquired and liabilities assumed.

Various valuation methodologies may be used in estimating the fair value of assets acquired and liabilities assumed based on the nature of the underlying asset or liability. Inventory acquired is valued using a combination of the replacement cost and ~~comparatives~~comparative sales methodologies, while property acquired is valued using a combination of the market and ~~replacement~~ cost ~~new~~ approaches. Intangible assets acquired, including customer relationships and trademarks and licensing agreements, are valued using an income-based approach. The income approach utilizes inputs that require significant assumptions for each identifiable intangible asset, including estimates regarding future revenue growth, profitability, discount rates, attrition rates, royalty rates and economic lives. Revenue growth assumptions (along with profitability assumptions) are based on historical trends and management’s expectations for future growth. Discount rates are based on a weighted-average cost of capital utilizing industry market data of similar companies. Attrition rates are estimated based on historical customer experience and analysis of comparable peer transactions. Royalty rates are determined based on profit levels, research of external royalty rates by third-party specialists and the relative importance of each trademark to our Company.

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income-based approach. The income approach utilizes inputs that require significant assumptions for each identifiable intangible asset, including estimates regarding future revenue growth, profitability, discount rates, attrition rates, royalty rates and economic lives. Revenue growth assumptions (along with profitability assumptions) are based on historical trends and management’s expectations for future growth. Discount rates are based on a weighted-average cost of capital utilizing industry market data of similar companies. Attrition rates are estimated based on historical customer experience and analysis of comparable peer transactions. Royalty rates are determined based on profit levels, research of external royalty rates by third-party specialists and the relative importance of each trademark to our Company.

The fair value estimates are based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. While we believe those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. Additionally, determining the useful lives of tangible and intangible assets requires judgment, as different types of assets will have different useful lives.

Indefinite-Lived Assets — We assess indefinite-lived intangible assets for recoverability utilizing ~~either~~ a ~~qualitative or~~ quantitative test. Ifwhereby ~~a quantitative test is performed,~~ the fair value is determined using an income-based approach, which requires significant assumptions for each indefinite-lived asset, including estimates regarding future revenue growth, discount rates and royalty rates. Revenue growth assumptions are based on historical trends and management’s expectations for future growth. The discount rates are based on a risk adjusted weighted-average cost of capital utilizing industry market data of similar companies. Royalty rates are determined based on profit levels, research of external royalty rates by third-party specialists and the relative importance of each brand to our Company. In addition, we assess indefinite-lived intangible assets for any changes in events or circumstances that would warrant a change in their classification from indefinite-lived to definite-lived intangible assets.

Changes in the assumptions used to estimate the fair value of our indefinite-lived intangible assets could result in impairment charges in future periods. These key assumptions are inherently uncertain and require a high degree of estimation and are subject to change based on, among others, industry and geopolitical conditions, our ability to navigate changing macroeconomic conditions and trends and the timing and success of strategic initiatives. Additionally, certain factors have the potential to create variances in the estimated fair values of our indefinite-lived intangible assets, which also could result in impairment charges. These factors include (i) failure to achieve forecasted revenue growth rates, (ii) increases in the discount rate or (iii) a significant change in profitability and the corresponding royalty rate.

In fiscal ~~2023,~~2025 ~~2022~~ and ~~2021~~2024, we performed a quantitative impairment test for all indefinite-lived intangible assets and concluded each year there were no impairments. The estimated fair value of all indefinite-lived trademarks and brands exceeded book value by 1113% or greater, ~~23%~~in orfiscal ~~greater~~2025 and 229% or greater atin ~~September~~fiscal ~~30, 2023, 2022 and 2021, respectively~~2024.

Goodwill — We assess goodwill for recoverability using ~~either~~ a ~~qualitative or~~ quantitative test. Ifwhereby ~~a quantitative test is performed,~~ the fair value of each reporting unit is determined using a combined income and market approach with a greater weighting on the income approach (75% of the calculation for all reporting units). The income approach is based on discounted future cash flows and requires significant assumptions, including estimates regarding future revenue growth, profitability, capital requirements and discount rates. The market approach (25% of the calculation for all reporting units) is based on a market multiple (revenue and “EBITDA,” which stands for earnings before interest, income taxes, depreciation and amortization) and requires an estimate of appropriate multiples based on market data. Revenue growth assumptions (along with profitability and cash flow assumptions) were based on historical trends for the reporting units and management’s expectations for future growth. The discount rates were based on a risk adjusted weighted-average cost of capital utilizing industry market data of businesses similar to the reporting units and based upon management’s judgment. For the market approach, we used estimated EBITDA and revenue multiples based on industry market data.

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weighting on the income approach (75% of the calculation for all reporting units). The income approach is based on discounted future cash flows and requires significant assumptions, including estimates regarding future revenue growth, profitability, capital requirements and discount rates. The market approach (25% of the calculation for all reporting units) is based on a market multiple (revenue and “EBITDA,” which stands for earnings before interest, income taxes, depreciation and amortization) and requires an estimate of appropriate multiples based on market data. Revenue growth assumptions (along with profitability and cash flow assumptions) were based on historical trends for the reporting units and management’s expectations for future growth. The discount rates were based on a risk adjusted weighted-average cost of capital utilizing industry market data of businesses similar to the reporting units and based upon management’s judgment. For the market approach, we used estimated EBITDA and revenue multiples based on industry market data.

Changes in the assumptions used to estimate the fair value of each reporting unit could result in impairment charges in future periods. These key assumptions are inherently uncertain and require a high degree of estimation and are subject to change based on, among others, industry and geopolitical conditions, our ability to navigate changing macroeconomic conditions and trends and the timing and success of strategic initiatives. Variances between the actual performance of the businesses and the assumptions that were used in developing the estimates of fair value could result in impairment charges in future periods. Factors that could create variances in the estimated fair value of the reporting units include but are not limited to (i) fluctuations in forecasted sales volumes, which can be driven by external factors affecting demand such as changes in consumer preferences and consumer responses to marketing and pricing strategy, (ii) changes in product costs, including commodities, (iii) a significant change in profitability, (iv) interest rate fluctuations and (v) currency fluctuations.

InDuring ~~fiscal~~the year ended September 30, 2023, we recorded a goodwill impairment charge of $42.2 million related to our Cheese and Dairy reporting unit driven primarily by narrowing of the pricing gap between branded and private label competitors, resulting in distribution losses and declining profitability. ~~The~~During ~~Cheese~~the ~~and~~year ~~Dairy~~ended ~~reporting~~September ~~unit~~30, ~~had~~2025, anwe ~~aggregate~~recorded ~~carrying~~an ~~value~~additional ~~after~~goodwill impairment charge of $~~335~~29.38 million, asrepresenting the remaining goodwill balance of ~~September~~our ~~30,~~Cheese ~~2023~~and Dairy reporting unit. The fiscal 2025 impairment charge was primarily driven by the continued narrowing of the pricing gap

At September 30, 2023, our Weetabix reporting unit fair value exceeded its carrying value by approximately 6.4% and was impacted by raw material and energy cost inflation as well as U.K. economic pressures negatively impacting consumer spending trends, both of which impacted near-term profitability. We expect these impacts to be transitory in nature; however, inherent risk to the reporting unit’s cash flows remains. If we had increased the discount rate assumption used to estimate the fair value of our Weetabix reporting unit as of the fiscal 2023 annual impairment test by 50 basis points, this isolated change, which is reasonably possible to occur, would have decreased the Weetabix reporting unit’s fair value below its carrying value by 1.1%. The Weetabix reporting unit had a goodwill balance of $854.3 million as of September 30, 2023.47

For additional information on the results of our annual goodwill impairment assessment for the years ended September 30, 2023, 2022 and 2021, refer to Note 8 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

Pension and Other Postretirement Benefits — Pension assets and liabilities are determined on an actuarial basis and are affected by the estimated market-related value of plan assets, estimates of the expected return on plan assets, discount rates, future salary increases and other assumptions inherent in these valuations. We annually review the assumptions underlying the actuarial calculations and make changes to these assumptions, based on current market conditions and historical trends, as necessary. Differences between the actual returns on plan assets and the expected returns on plan assets and changes to projected future rates of return on plan assets will affect the amount of pension expense or income ultimately recognized. The other postretirement benefits liability (partially subsidized retiree health and life insurance) is also determined on an actuarial basis and is affected by assumptions including discount rates and expected trends in healthcare costs. Changes in the discount rates and differences between actual and expected healthcare costs will affect the recorded amount of other postretirement benefits expense.

For both pensions and other postretirement benefit calculations, the assumed discount rates are determined by projecting the plans’ expected future benefit payments as defined for the projected benefit obligation or accumulated postretirement benefit obligation, discounting those expected payments using a theoretical zero-coupon spot yield curve derived from a universe of high-quality (rated AA or better by Moody’s Investor Service) corporate bonds as of the measurement date and solving for the single equivalent discount rate that results in the same present value. A one percentage point decrease in the assumed discount rates (from 6.06% to 5.06% for U.S. pension; from 6.01% to 5.01% for U.S. other postretirement benefits; from 5.68% to 4.68% for Canadian pension; from 5.67% to 4.67% for Canadian other postretirement benefits and from 5.67% to 4.67% for other international pension) would have increased the recorded benefit obligations at September 30, 2023 by approximately $71 million for pensions and approximately $5 million for other postretirement benefits.

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onbetween ~~changes~~branded inand ~~actuarial~~private ~~assumptions~~label competitors, ~~actual~~resulting ~~return~~in onfurther ~~plan~~distribution ~~assets~~losses and ~~any~~declining ~~legislative~~profitability oras ~~regulatory~~customers ~~changes~~shift ~~that~~to ~~may~~private ~~affect~~label ~~plan~~and ~~funding~~away ~~requirements.~~from Wegrocery dointo ~~not~~mass ~~make~~merchandise ~~contributions~~and tovalue ~~our~~channels. ~~postretirement~~The ~~medical~~Company ~~benefit~~did ~~plans.~~not ~~See~~record ~~Note 18~~a ~~within~~goodwill ~~“Notes~~impairment tocharge ~~Consolidated~~during ~~Financial~~the ~~Statements”~~year inended ~~Item~~September 830, of2024, ~~this~~as ~~report~~all ~~for~~reporting ~~more~~units ~~information~~subjected ~~about~~to ~~pension~~the ~~and~~quantitative ~~other~~test ~~postretirement~~passed ~~benefit~~during ~~assumptions.~~fiscal 2024.

In fiscal 2025, our Weetabix reporting unit’s fair value exceeded its carrying value by approximately 8.7% and was impacted by cost inflation as well as U.K. economic pressures negatively impacting consumer spending trends, both of which impacted near-term profitability. We expect these impacts to be transitory in nature; however, inherent risk to the reporting unit’s cash flows remains. If we had increased the discount rate assumption used to estimate the fair value of our Weetabix reporting unit as of the fiscal 2025 annual impairment test by 50 basis points, this isolated change, which is reasonably possible to occur, would have decreased the reporting unit’s fair value in excess of carrying value to 2.1%. The Weetabix reporting unit had a goodwill balance of $941.3 million as of September 30, 2025.

For additional information on the results of our annual goodwill impairment assessment, refer to Note 8 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

For both pensions and other postretirement benefit calculations, the assumed discount rates are determined by projecting the plans’ expected future benefit payments as defined for the projected benefit obligation or accumulated postretirement benefit obligation, discounting those expected payments using a theoretical zero-coupon spot yield curve derived from a universe of high-quality (rated AA or better by Moody’s Investor Service) corporate bonds as of the measurement date and solving for the single equivalent discount rate that results in the same present value. A one percentage point decrease in the assumed discount rates (from 5.40% to 4.40% for U.S. pension; from 5.27% to 4.27% for U.S. other postretirement benefits; from 4.71% to 3.71% for Canadian pension; from 4.87% to 3.87% for Canadian other postretirement benefits; from 5.02% to 4.02% for supplemental executive retirement plan and from 5.84% to 4.84% for other international pension) would have increased the recorded benefit obligations at September 30, 2025 by approximately $69 million for pensions and approximately $5 million for other postretirement benefits.

The expected return on plan assets was determined based on historical and expected future returns of the various asset classes, using the target allocations of the plans. A one percentage point decrease in the assumed return on plan assets (from 7.00% to 6.00% for U.S. pension; from 6.00% to 5.00% for Canada pension and from 5.89% to 4.89% for other international pension) would have increased the net periodic benefit cost for the pension plans by approximately $7 million. We do not expect to contribute to the combined pension plans in fiscal 2026. Contributions beyond fiscal 2026 remain uncertain and will significantly depend on changes in actuarial assumptions, actual return on plan assets and any legislative or regulatory changes that may affect plan funding requirements. We do not make contributions to our postretirement medical benefit plans. See Note 18 within “Notes to Consolidated Financial Statements” in Item 8 of this report for more information about pension and other postretirement benefit assumptions.

RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS

WeSee ~~considered~~Note ~~all~~3 ~~new~~within ~~accounting~~“Notes ~~pronouncements~~to ~~and~~Consolidated ~~have~~Financial ~~concluded~~Statements” ~~there~~in ~~are~~Item no8 ~~new~~of ~~pronouncements~~this ~~that~~report ~~had~~for ~~or will have~~ a ~~material~~discussion ~~impact~~regarding onrecently ~~our~~issued ~~consolidated~~and ~~results~~adopted ofaccounting ~~operations, comprehensive income, financial condition, cash flows, shareholders’ equity or related disclosures based on current information~~standards.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from commodity prices, foreign currency exchange rates and interest rates, among others. For additional discussion of these risks, refer to “Cautionary Statement on Forward-Looking Statements” on page 1 of this report and “Risk Factors” in Item 1A of this report.

Commodity Price Risk

In the ordinary course of business, the Company is exposed to commodity price risks relating to the ~~acquisition~~purchase of raw materials, including ingredients and packaging, energy and fuel. The Company may use futures contracts and options to manage certain of these exposures when it is practical to do so. A hypothetical 10% adverse change in the market price of the Company’s principal hedged commodities, including natural gas, heating oil, soybean oil, corn, wheat and dairy, would have decreased the fair value of the Company’s commodity-related derivatives portfolio by approximately $5 million and $7 million as of September 30, 2023 and 2022, respectively. This volatility analysis ignores changes in the exposures inherent in the underlying hedged transactions. Because the Company does not hold or trade derivatives for speculation or profit, all changes in derivative values are effectively offset by corresponding changes in the underlying commodity exposures.

~~For more information regarding the Company’s commodity derivative contracts, refer to Note 13 within “Notes to Consolidated Financial Statements” in Item 8 of this report.~~ 48

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certain of these exposures when it is practical to do so. A hypothetical 10% change in the market price of the Company’s principal hedged commodities, including natural gas, heating oil, soybean oil, corn, wheat and dairy, would have changed the fair value of the Company’s commodity-related derivatives portfolio by approximately $1 million as of both September 30, 2025 and 2024, respectively. This volatility analysis ignores changes in the exposures inherent in the underlying hedged transactions. Because the Company does not hold or trade derivatives for speculation or profit, all changes in derivative values are effectively offset by corresponding changes in the underlying commodity exposures.

For additional information regarding the Company’s commodity derivative contracts, refer to Note 13 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

Foreign Currency Risk

Related to its foreign subsidiaries, the Company is exposed to risks of fluctuations in future cash flows and earnings due to changes in foreign currency exchange rates. To mitigate these risks, the Company uses a combination of foreign currency exchange contracts, which may consist of options, forward contracts and currency swaps. AsA ~~of both September 30, 2023 and 2022, a~~ hypothetical 10% change in the ~~Euro~~USD-GBP and EUR-GBP foreign currency exchange ~~rate~~rates would have changed the fair value of the Company’s foreign currency-related derivatives portfolio by anapproximately ~~immaterial~~$1 ~~amount.~~million and $4 million as of September 30, 2025 and 2024, respectively.

For additional information regarding the Company’s foreign currency derivative contracts, refer to Note 13 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

Interest Rate Risk

Long-term debt

As of September 30, ~~2023~~2025, the Company had outstanding principal value of indebtedness of $67,~~049~~452.62 million related to its senior notes, ~~the~~borrowings ~~Fourth~~under ~~Incremental~~its ~~Term~~Revolving ~~Loan~~Credit ~~and~~Facility, aleaseback ~~municipal~~financial ~~bond,~~liabilities ~~and~~(excluding ~~the~~amounts ~~Revolving~~classified ~~Credit~~as ~~Facility~~held ~~had~~for ~~available~~sale) ~~borrowing~~and ~~capacity~~a ofmunicipal ~~$730~~bond.3 ~~million.~~ Of the total $67,~~049~~452.62 million of outstanding indebtedness, $57,~~644~~009.32 million bore interest at a weighted-average fixed interest rate of 45.3%. The $440.0 million outstanding borrowings under the Revolving Credit Facility bore interest at a weighted-average variable rate of 5.8% and the Revolving Credit Facility had available borrowing capacity of $537.7 million. As of September 30, ~~2022~~2024, the Company had principal value of indebtedness of $56,~~969~~845.31 million related to its senior notes and a municipal bond, and the Revolving Credit Facility had available borrowing capacity of $~~730~~980.30 million. Of the total $56,~~969~~845.31 million of outstanding indebtedness, $56,~~962~~840.9 million bore interest at a weighted-average fixed interest rate of 45.82%.

As of September 30, ~~2023~~2025 and ~~2022~~2024, the fair value of the Company’s total debt, excluding any outstanding ~~indebtedness~~borrowings under the Revolving Credit Facility, leaseback financial liabilities and a municipal bond, was $56,~~491~~999.56 million and $56,~~171~~880.07 million, respectively. Changes in interest rates impact fixed and variable rate debt differently. For fixed rate debt, a change in interest rates will only impact the fair value of the debt, whereas a change in the interest rates on variable rate debt will impact interest expense and cash flows. A hypothetical 10% ~~decrease~~change in interest rates would have ~~increased~~changed the fair value of the fixed rate debt by approximately $~~112~~102 million and $~~111~~109 million as of September 30, ~~2023~~2025 and ~~2022~~2024, respectively. A hypothetical 10% ~~increase~~change in interest rates would have had an immaterial impact on both interest expense and interest paid on variable rate debt during the years ended September 30, ~~2023~~2025 and ~~2022~~2024.

For additional information regarding the Company’s debt, refer to Note 16 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

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Interest rate swaps

As of both September 30, ~~2023~~2025 and ~~2022~~2024, the Company had interest rate swaps with a notional value of $~~700~~300.0 million ~~and $1,381~~.9 ~~million, respectively.~~ A hypothetical 10% ~~increase~~change in interest rates would have ~~decreased~~changed the fair value of the interest rate swaps by approximately $158 million and $489 million as of September 30, ~~2023~~2025 and ~~2022~~2024, respectively.

For additional information regarding the Company’s interest rate swap contracts, refer to Note 13 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			5751
Consolidated Statements of Operations for the Fiscal Years Ended September 30, 2023, 2022 and 2021			60
Consolidated Statements of Operations for the Fiscal Years Ended September 30, 2025, 2024 and 2023			53
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended September 30, 2023, 2022 and 2021			61
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended September 30, 2025, 2024 and 2023			54
Consolidated Balance Sheets as of September 30, 2023 and 2022			62
Consolidated Balance Sheets as of September 30, 2025 and 2024			55
Consolidated Statements of Cash Flows for the Fiscal Years Ended September 30, 2023, 2022 and 2021			63
Consolidated Statements of Cash Flows for the Fiscal Years Ended September 30, 2025, 2024 and 2023			56
Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September 30, 2023, 2022 and 2021			64
Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September 30, 2025, 2024 and 2023			57
Notes to Consolidated Financial Statements			6659

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Post Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Post Holdings, Inc. and its subsidiaries (the “Company”) as of September 30, ~~2023~~2025 and ~~2022~~2024, and the related consolidated statements of operations, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended September 30, ~~2023~~2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of September 30, ~~2023~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, ~~2023~~2025 and ~~2022~~2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, ~~2023~~2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, ~~2023~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control ~~over~~Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control ~~over~~Over Financial Reporting, management has excluded ~~certain~~8th ~~elements~~Avenue ofFood ~~the~~& ~~internal~~Provisions, ~~control~~Inc. ~~over financial reporting of the acquired pet food business~~ (“~~Pet~~8th ~~Food~~Avenue”) from its assessment of internal control over financial reporting as of September 30, ~~2023~~2025, because it was acquired by the Company in a purchase business combination induring ~~the~~2025. ~~period~~We ~~ended~~have ~~September~~also ~~30,~~excluded ~~2023.~~8th ~~Subsequent~~Avenue tofrom ~~the~~our ~~acquisition,~~audit ~~certain elements~~ of ~~Pet Food’s~~ internal control over financial reporting. ~~and~~8th ~~related~~Avenue ~~processes~~is ~~were~~a ~~integrated~~wholly-owned ~~into~~subsidiary ~~the~~whose ~~Company’s~~total ~~existing~~assets ~~systems~~ and ~~internal~~total ~~control~~revenues ~~over financial reporting. Those controls that were not integrated have been~~ excluded from management’s assessment ofand ~~the~~our ~~effectiveness~~audit of internal control over financial reporting asrepresent ofapproximately ~~September~~5% ~~30,~~or ~~2023~~$653.1 Wemillion ~~have~~and ~~also~~3% ~~excluded~~or ~~these~~$242.7 ~~elements~~million, ofrespectively, ~~the internal control over financial reporting~~ of ~~Pet Food from our audit of~~ the ~~Company’s~~related ~~internal~~consolidated ~~control over~~ financial ~~reporting.~~statement ~~The~~amounts ~~excluded~~as ~~elements represent controls over approximately 2% or $223.5 million~~ of ~~consolidated assets~~ and ~~10%~~for orthe ~~$679.8~~year ~~million~~ended ofSeptember ~~the~~30, ~~consolidated net sales~~2025.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

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~~dispositions of the assets of the~~ company; ~~(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,~~ and ~~that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and~~ (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit ~~matters~~matter communicated below ~~are~~is ~~matters~~a matter arising from the current period audit of the consolidated financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that (i) ~~relate~~relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~matter below, providing a separate ~~opinions~~opinion on the critical audit ~~matters~~matter or on the accounts or disclosures to which ~~they~~it ~~relate~~relates.

~~Acquisition~~Goodwill ofImpairment ~~Pet~~Assessment ~~Food~~– -Weetabix ~~Valuation~~Reporting ~~of Customer Relationships and Trademarks and Licensing Agreements~~Unit

As described in ~~Note~~Notes 62 and 8 to the consolidated financial statements, onthe ~~April~~Company’s 28goodwill balance was $4,844.7 ~~2023~~million as of September 30, ~~the~~2025, ~~Company~~and ~~completed~~the ~~its~~goodwill ~~acquisition~~associated ofwith athe ~~portion~~Weetabix ofreporting ~~The~~unit Jwas $941.3 Mmillion. ~~Smucker~~Management ~~Company’s~~conducts ~~pet~~a ~~food~~goodwill ~~business~~impairment ~~(“Pet~~assessment ~~Food”)~~during ~~for~~the ~~net~~fourth ~~consideration~~quarter of ~~$1,207.5~~each ~~million.~~fiscal Ofyear following the ~~acquired~~annual ~~intangible~~forecasting ~~assets~~process, ~~$235.0~~or ~~million~~more offrequently ~~trademarks~~if facts and ~~licensing~~circumstances ~~agreements~~indicate ~~and~~that ~~$391~~goodwill may be impaired.0 ~~million~~In offiscal ~~customer~~2025, ~~relationships~~the ~~were~~Weetabix ~~recorded~~reporting unit’s fair value exceeded its carrying value by approximately 8.7% Asand ~~disclosed~~was impacted by ~~management,~~cost ~~the~~inflation ~~intangible~~as ~~assets~~well ~~acquired,~~as ~~including~~U.K. ~~customer~~economic ~~relationships~~pressures ~~and~~negatively ~~trademarks~~impacting ~~and~~consumer ~~licensing~~spending ~~agreements~~trends, ~~are~~both ~~valued~~of which impacted near-term profitability. The estimated fair value of each reporting unit is determined using ana combined income~~-based~~ and market approach with a greater weighting on the income approach. The income approach ~~utilizes~~is ~~inputs~~based ~~that~~on ~~require~~discounted ~~significant~~future ~~assumptions~~cash ~~for~~flows ~~each~~and ~~identifiable~~requires ~~intangible~~significant ~~asset~~assumptions, including estimates regarding future revenue ~~growth~~, profitability, capital requirements, and discount rates. The market approach is based on a market multiple (revenue and “EBITDA,” ~~attrition~~which ~~rate~~stands for earnings before interest, ~~royalty~~income ~~rates~~taxes, depreciation and ~~economic~~amortization) ~~lives~~and requires an estimate of appropriate multiples based on market data for comparable peers.

The principal considerations for our determination that performing procedures relating to the ~~valuation~~goodwill ofimpairment ~~customer~~assessment ~~relationships~~of ~~and~~the ~~trademarks~~Weetabix ~~and~~reporting ~~licensing~~unit ~~agreements~~ is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the ~~customer~~Weetabix ~~relationships~~reporting ~~and~~unit; ~~trademarks and licensing agreements acquired,~~ (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to future revenue ~~growth~~, profitability, the discount rate, ~~attrition rate,~~ and ~~economic~~the ~~life for customer relationships and future~~ revenue ~~growth, profitability, discount rates, royalty rates,~~ and ~~economic~~EBITDA ~~lives~~market ~~for~~multiples; ~~trademarks~~ and ~~licensing agreements, and~~ (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to ~~the~~management’s ~~acquisition~~goodwill ~~accounting~~impairment assessment, including controls over ~~management’s~~the valuation of the ~~customer~~Weetabix ~~relationships~~reporting ~~and trademarks and licensing agreements~~unit. These procedures also included, among others, (i) ~~reading the purchase agreement; (ii)~~ testing management’s process for developing the fair value estimate; ~~of the customer relationships and trademarks and licensing agreements acquired,~~ (~~iii~~ii) evaluating the appropriateness of the income and market approaches used toby ~~estimate~~management; ~~fair value,~~ (iviii) testing the completeness and accuracy of underlying data used in the income and market approaches,; and (viv) evaluating the reasonableness of the significant assumptions used by management related to future revenue ~~growth~~, profitability, the discount rate, ~~attrition rate~~ and ~~economic~~the ~~life for customer relationships and future~~ revenue ~~growth, profitability, discount rates, royalty rates,~~ and ~~economic~~EBITDA ~~lives~~market ~~for tradenames and licensing agreements~~multiples. Evaluating management’s ~~significant~~ assumptions related to future revenue ~~growth and profitability for customer relationships and trademarks and licensing agreements~~ involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the ~~Pet~~Weetabix ~~Food~~reporting ~~business,~~unit; (ii) the consistency with external market and industry data,; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s income and market approaches, and (ii) the reasonableness of the discount rate, ~~attrition rate,~~ and ~~economic life for customer relationships and~~ the ~~discount~~revenue ~~rates, royalty rates,~~ and ~~economic~~EBITDA ~~lives~~market ~~for~~multiples ~~trademarks and licensing agreements~~assumptions.

Goodwill Impairment Assessment – Weetabix Reporting Unit Within the Weetabix Segment and Cheese and Dairy Reporting Unit Within the Refrigerated Retail Segment

As described in Notes 2 and 8 to the consolidated financial statements, as of September 30, 2023, the Company’s goodwill balance was $4,574.4 million, of which the goodwill associated with the Refrigerated Retail and Weetabix segments was $712.8 million and $854.3 million, respectively. The Cheese and Dairy reporting unit within the Refrigerated Retail segment and the Weetabix reporting unit within the Weetabix segment each make up a certain portion and a significant portion of the

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respective segments. Management conducts a goodwill impairment assessment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. Management recorded a goodwill impairment charge of $42.2 million related to the Cheese and Dairy reporting unit driven primarily by narrowing of the pricing gap between branded and private label competitors, resulting in distribution losses and declining profitability. Additionally, as of September 30, 2023, the Weetabix reporting unit fair value exceeded its carrying value by approximately 6.4% and was impacted by raw material and energy cost inflation as well as U.K. economic pressures negatively impacting consumer spending trends, both of which impacted near-term profitability. The estimated fair value of a reporting unit is determined using a combined income and market approach with a greater weighting on the income approach. The income approach is based on discounted future cash flows and requires significant assumptions, including estimates regarding future revenue, profitability, capital requirements and discount rates. The market approach is based on a market multiple (revenue and “EBITDA,” which stands for earnings before interest, income taxes, depreciation and amortization) and requires an estimate of multiples based on market data for comparable peers.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Weetabix reporting unit within the Weetabix segment and the Cheese and Dairy reporting unit within the Refrigerated Retail segment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Weetabix and Cheese and Dairy reporting units, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to future revenue, profitability, the discount rates, the revenue market multiples and the EBITDA market multiples, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri

November 1721, ~~2023~~2025

We have served as the Company’s auditor since 2011.

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POST HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

	Year Ended September 30,
	2023		2022		2021
	2025		2024		2023
Net Sales	$	68,~~991~~158.01	$	57,~~851~~922.27	$	46,~~980~~991.70
Cost of goods sold	5,~~109~~818.37		45,~~383~~617.78		35,~~552~~109.63
Gross Profit	12,~~881~~339.74		12,~~467~~304.59		1,~~428~~881.17
Selling, general and administrative expenses	1,~~078~~308.46		~~904~~1,330.74		~~807~~1,078.04
Amortization of intangible assets	~~160~~200.78		~~146~~184.06		~~143~~160.27
Impairment of goodwill	4229.28		—		—42.2
Other operating expense (income), net	10.59		1(3.26)		(91.8)5
Operating Profit	~~598~~799.93		~~415~~793.65		~~487~~598.79
Interest expense, net	~~279~~361.14		~~317~~316.85		~~332~~279.61
(Gain) loss on extinguishment of debt, net	(40.5)		(72.6)		93.2
Loss (gain) on extinguishment of debt, net	5.8		2.1		(40.5)
Income on swaps, net	(39.9)		(268.0)		(122.8)
(Income) expense on swaps, net	(6.9)		15.7		(39.9)
Gain on investment in BellRing	(5.1)		(437.1)		—
Other income, net	(5.0)		(12.9)		(12.7)
Other income, net	(7.6)		(19.8)		(29.3)
Earnings before Income Taxes and Equity Method (Earnings) Loss	444.0		472.1		412.9
Earnings before Income Taxes and Equity Method Loss	412.9		895.3		214.0
Income tax expense	108.7		105.1		99.7
Income tax expense	99.7		85.7		58.2
Equity method (earnings) loss, net of tax	(0.5)		0.1		0.3
Equity method loss, net of tax	0.3		67.1		43.9
Net Earnings Including Noncontrolling Interests	335.8		366.9		312.9
Net Earnings from Continuing Operations, Including Noncontrolling Interests	312.9		742.5		111.9
Less: Net earnings attributable to noncontrolling interests	0.1		0.2		11.6
Less: Net earnings attributable to noncontrolling interests from continuing operations	11.6		7.5		7.0
Net Earnings	$	335.7	$	366.7	$	301.3
Net Earnings from Continuing Operations	301.3		735.0		104.9
Net earnings from discontinued operations, net of tax and noncontrolling interest	—		21.6		61.8
Net Earnings	$	301.3	$	756.6	$	166.7
Earnings from Continuing Operations per Common Share:
Basic	$	5.21	$	12.07	$	1.46
Diluted	$	4.82	$	11.75	$	1.44
Earnings from Discontinued Operations per Common Share:
Basic	$	—	$	0.35	$	0.96
Diluted	$	—	$	0.34	$	0.94
Earnings per Common Share:
Basic	$	5.2198	$	126.4212	$	25.4221
Diluted	$	45.8251	$	125.0964	$	24.3882
Weighted-Average Common Shares Outstanding:
Basic	6056.01		6059.9		6460.20
Diluted	6762.09		6266.79		6567.30

See accompanying Notes to Consolidated Financial Statements.

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POST HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

	Year Ended September 30,
	2023		2022		2021
	2025		2024		2023
Net Earnings	$	301.3	$	756.6	$	166.7
Net Earnings Including Noncontrolling Interests	$	335.8	$	366.9	$	312.9
Net earnings attributable to noncontrolling interests from continuing operations	11.6		7.5		7.0
Net earnings attributable to noncontrolling interest from discontinued operations	—		11.8		33.0
Net Earnings Including Noncontrolling Interests	312.9		775.9		206.7
Pension and postretirement benefits adjustments:
Unrealized pension and postretirement benefit obligations	3.4		(24.0)		(8.1)
Unrealized pension and other postretirement benefit obligations	(5.8)		(7.8)		3.4
Reclassifications to net earnings	(41.8)0		(10.98)		(04.68)
Hedging adjustments:
Reclassifications to net earnings	—		7.1		2.3
Foreign currency translation adjustments:
Unrealized foreign currency translation adjustments	~~126~~5.4		~~(293~~149.9)0		77126.4
Tax benefit (expense) on other comprehensive income:
Tax benefit (expense) on other comprehensive income (loss):
Pension and postretirement benefits adjustments:
Pension and other postretirement benefits adjustments:
Unrealized pension and postretirement benefit obligations	(0.3)		6.7		1.9
Unrealized pension and other postretirement benefit obligations	2.0		2.3		(0.3)
Reclassifications to net earnings	1(0.14)		0.41		01.21
Hedging adjustments:
Total Other Comprehensive Income Including Noncontrolling Interests	2.2		142.8		125.8
Reclassifications to net earnings	—		(1.8)		(0.6)
Less: Comprehensive income attributable to noncontrolling interests	—		1.5		9.6
Total Other Comprehensive Income (Loss) Including Noncontrolling Interests	$	125.8	$	(307.4)	$	72.5
Total Comprehensive Income	$	338.0	$	508.2	$	429.1
Less: Comprehensive income attributable to noncontrolling interests	9.6		20.0		40.3
Total Comprehensive Income	$	429.1	$	448.5	$	238.9

See accompanying Notes to Consolidated Financial Statements.

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POST HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except par value)

	September 30,
	2023		2022
	2025		2024
ASSETS
Current Assets
Cash and cash equivalents	$	93176.37	$	~~586~~787.54
Restricted cash	236.91		3.65
Receivables, net	~~512~~735.4		~~544~~582.29
Inventories	~~789~~875.90		~~549~~754.12
Investment in BellRing	—		94.8
Current assets held for sale	116.3		—
Investments held in trust	—		346.8
Prepaid expenses and other current assets	115.4		103.6
Prepaid expenses and other current assets	59.0		98.4
Total Current Assets	2,024.9		2,231.6
Total Current Assets	1,478.5		2,223.4
Property, net	2,698.7		2,311.7
Property, net	2,021.4		1,751.9
Goodwill	4,844.7		4,700.7
Goodwill	4,574.4		4,349.6
Other intangible assets, net	3,014.6		3,146.0
Other intangible assets, net	3,212.4		2,712.2
Other assets held for sale	424.8		—
Other assets	~~360~~520.07		~~270~~464.92
Total Assets	$	1113,~~646~~528.74	$	1112,~~308~~854.02
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt	$	1.12	$	1.12
Accounts payable	~~368~~624.80		~~452~~483.78
Other current liabilities	435.4		370.0
Current liabilities held for sale	55.5		—
Total Current Liabilities	805.3		823.8
Other current liabilities	532.4		459.9
Long-term debt	6,039.0		5,956.6
Total Current Liabilities	1,213.1		944.9
Deferred income taxes	674.4		688.4
Long-term debt	7,421.7		6,811.6
Other liabilities	276.7		266.9
Deferred income taxes	638.5		653.0
Total Liabilities	7,795.4		7,735.7
Other liabilities held for sale	119.7		—
Other liabilities	371.6		343.4
Total Liabilities	9,764.6		8,752.9
Commitments and Contingencies (See Note 17)
Redeemable noncontrolling interest	—		306.6
Shareholders’ Equity
Preferred stock, $0.01 par value, 50.0 shares authorized; zero shares outstanding in each year	—		—
Common stock, $0.01 par value, 300.0 shares authorized; 60.4 and 58.7 shares outstanding, respectively	0.9		0.9
Common stock, $0.01 par value, 300.0 shares authorized; 52.8 and 58.4 shares outstanding, respectively	0.9		0.9
Additional paid-in capital	5,~~288~~370.17		45,~~748~~331.25
Retained earnings	12,~~416~~118.59		1,~~109~~783.02
Accumulated other comprehensive loss	(135.1)		(262.9)
Accumulated other comprehensive income	8.7		6.4
Treasury stock, at cost, 31.3 and 26.9 shares, respectively	(2,728.3)		(2,341.2)
Treasury stock, at cost, 40.7 and 34.3 shares, respectively	(3,746.1)		(3,031.4)
Total Shareholders’ Equity Excluding Noncontrolling Interests	3,~~842~~753.1		34,~~254~~090.06
Noncontrolling interests	910.27		1110.7
Total Shareholders’ Equity	3,~~851~~763.38		34,~~265~~101.73
Total Liabilities and Shareholders’ Equity	$	1113,~~646~~528.74	$	1112,~~308~~854.02

See accompanying Notes to Consolidated Financial Statements.

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POST HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Year Ended September 30,
	2023		2022		2021
	2025		2024		2023
Cash Flows from Operating Activities
Net earnings from continuing operations, including noncontrolling interests	$	312.9	$	742.5	$	111.9
Net earnings including noncontrolling interests	$	335.8	$	366.9	$	312.9
Adjustments to reconcile net earnings from continuing operations, including noncontrolling interests, to net cash provided by operating activities:
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization	~~407~~524.13		~~380~~476.29		~~366~~407.51
(Gain) loss on extinguishment of debt, net	(40.5)		(72.6)		93.2
Impairment of goodwill	29.8		—		42.2
Impairment of goodwill	42.2		—		—
Loss (gain) on extinguishment of debt, net	5.8		2.1		(40.5)
Unrealized gain on interest rate swaps, foreign exchange contracts and warrant liabilities, net	(44.3)		(296.2)		(170.5)
Unrealized (gain) loss on interest rate swaps, foreign exchange contracts and warrant liabilities, net	(5.2)		29.2		(44.3)
Gain on investment in BellRing	(5.1)		(437.1)		—
Non-cash stock-based compensation expense	81.6		84.4		77.2
Non-cash stock-based compensation expense	77.2		65.8		48.7
Equity method (earnings) loss, net of tax	(0.5)		0.1		0.3
Equity method loss, net of tax	0.3		67.1		43.9
Deferred income taxes	4.6		(35.5)		(22.9)
Deferred income taxes	(22.9)		(9.7)		68.2
Non-cash gain on write-off of deferred underwriting commissions	—		—		(10.7)
Non-cash gain on write-off of deferred underwriting commissions	(10.7)		—		—
Other, net	18.3		(5.8)		19.5
Other, net	24.6		0.9		(8.8)
Other changes in operating assets and liabilities, net of business acquisitions and held for sale assets and liabilities:
Other changes in operating assets and liabilities, net of business acquisitions, divestitures and held for sale assets and liabilities:
(Increase) decrease in receivables, net	(98.8)		(19.5)		30.6
Decrease (increase) in receivables, net	30.6		(102.0)		(117.1)
Decrease (increase) in inventories	4.5		63.3		(31.9)
(Increase) decrease in inventories	(31.9)		(86.8)		22.1
(Increase) decrease in prepaid expenses and other current assets	(14.6)		(49.7)		50.2
Decrease (increase) in prepaid expenses and other current assets	50.2		0.3		(68.4)
Decrease (increase) in other assets	28.4		(1.6)		(17.0)
(Increase) decrease in other assets	(17.0)		28.8		5.9
Increase (decrease) in accounts payable and other current liabilities	80.9		2.4		(29.9)
(Decrease) increase in accounts payable and other current liabilities	(29.9)		106.4		(48.7)
Increase in non-current liabilities	3.4		18.5		7.5
Increase (decrease) in non-current liabilities	7.5		(3.4)		15.2
Net Cash Provided by Operating Activities	998.3		931.7		750.3
Net Cash Provided by Operating Activities - continuing operations	750.3		384.2		362.1
Net Cash (Used In) Provided by Operating Activities - discontinued operations	—		(1.6)		226.1
Net Cash Provided by Operating Activities	750.3		382.6		588.2
Cash Flows from Investing Activities
Business acquisitions, net of cash acquired	(~~715~~920.23)		(24248.81)		(~~290~~715.32)
Return of subsidiary investments held in trust account	~~345.0~~—		—		—345.0
Additions to property	(~~303~~510.02)		(~~255~~429.35)		(~~190~~303.90)
Proceeds from sale of property and assets held for sale	1.3		18.0		19.4
Proceeds from sale of property	12.2		0.6		1.3
Proceeds from sale of business	4.6		50.5		—
Other, net	(1.0)		(0.5)		2.6
Sale of equity securities	—		—		34.2
Net Cash Used in Investing Activities	(1,419.3)		(677.5)		(669.3)
Investments in partnerships	(1.7)		(9.0)		(22.1)
Investment of subsidiary initial public offering proceeds into trust account	—		—		(345.0)
Other, net	(0.3)		0.4		2.7
Net Cash Used in Investing Activities - continuing operations	(669.3)		(220.2)		(792.0)
Net Cash Used in Investing Activities - discontinued operations	—		(0.8)		(1.6)
Net Cash Used in Investing Activities	(669.3)		(221.0)		(793.6)
Cash Flows from Financing Activities
Proceeds from issuance of debt	~~530~~1,100.0		2,~~365~~845.0		~~1,800~~530.0
Repayments of debt, net of discounts	(~~306~~526.91)		(12,~~563~~041.36)		(~~1,698~~306.39)
Purchases of treasury stock	(387.1)		(443.0)		(397.1)
Payments of debt issuance costs, deferred financing fees and tender fees	(5.2)		(35.0)		(3.1)
Proceeds from subsidiary initial public offering	—		—		305.0
Payments of debt premiums	(4.4)		(8.6)		—
Premium from issuance of debt	—		17.5		—
Purchases of treasury stock	(709.0)		(300.7)		(387.1)
Payments of debt issuance costs, deferred financing fees and tender fees	(3.1)		(26.4)		(16.8)
Redemption of Post Holdings Partnering Corporation Series A common stock	—		—		(312.5)
Payments of debt premiums	—		(24.1)		(74.3)
Financing portion of cash paid for rate-lock interest rate swaps	—		—		(43.5)
Redemption of Post Holdings Partnering Corporation Series A common stock	(312.5)		—		—
Payment for share repurchase contracts	—		(50.0)		—
Financing portion of cash paid for rate-lock interest rate swaps	(43.5)		—		—
Proceeds from share repurchase contracts	—		50.9		—
Cash received from share repurchase contracts	—		—		47.5
Other, net	(43.9)		(44.4)		(32.6)
Distributions (to) from BellRing Brands, Inc., net	—		(547.2)		24.6
Net Cash (Used in) Provided by Financing Activities	(188.6)		415.6		(555.7)
Other, net	(32.6)		(15.7)		(37.2)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	1.5		3.9		1.8
Net Cash Used in Financing Activities - continuing operations	(555.7)		(237.2)		(46.6)
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash	(608.1)		673.7		(472.9)
Net Cash Used in Financing Activities - discontinued operations	—		(149.5)		(120.9)
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	790.9		117.2		590.1
Net Cash Used in Financing Activities	(555.7)		(386.7)		(167.5)
Cash, Cash Equivalents and Restricted Cash, End of Year	$	182.8	$	790.9	$	117.2
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	1.8		(9.0)		3.7
Net Decrease in Cash, Cash Equivalents and Restricted Cash	(472.9)		(234.1)		(369.2)
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	590.1		671.6		1,144.7
Cash, Cash Equivalents and Restricted Cash from discontinued operations, Beginning of Year	—		152.6		48.7
Cash, Cash Equivalents and Restricted Cash from discontinued operations, End of Year	—		—		152.6
Cash, Cash Equivalents and Restricted Cash, End of Year	$	117.2	$	590.1	$	671.6

See accompanying Notes to Consolidated Financial Statements.

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POST HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in millions)

	Post Holdings, Inc. Shareholders’ Equity
	Preferred Stock			Common Stock							Accumulated Other Comprehensive (Loss) Income
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Retained Earnings		Retirement Benefit Adjustments, net of tax		Hedging Adjustments, net of tax		Foreign Currency Translation Adjustments		Treasury Stock		Non-Controlling Interests		Total Shareholders’ Equity
Balance, September 30, 2020	—	$	—	66.4	$	0.8	$	4,182.9	$	208.6	$	(4.3)	$	70.3	$	(95.3)	$	(1,508.5)	$	(25.5)	$	2,829.0
Balance, September 30, 2022	—	$	—	58.7	$	0.9	$	4,748.2	$	1,109.0	$	(29.7)	$	74.8	$	(308.0)	$	(2,341.2)	$	11.7	$	3,265.7
Net earnings	—	—		—	—		—		~~166~~301.73		—		—		—		—		—		~~166~~301.73
Post Holdings Partnering Corporation deemed dividend	—	—		—	—		—		~~(28~~6.0)2		—		—		—		—		—		~~(28~~6.0)2
Activity under stock and deferred compensation plans	—	—		0.7	0.1		(28.1)		—		—		—		—		—		(0.8)		(28.8)
Issuance of common stock	—	—		6.1	—		492.3		—		—		—		—		—		—		492.3
Non-cash stock-based compensation expense	—	—		—	—		51.2		—		—		—		—		—		4.6		55.8
Activity under stock and deferred compensation plans	—	—		—	—		(29.6)		—		—		—		—		—		—		(29.6)
Purchases of treasury stock	—	—		(4.0)	—		—		—		—		—		—		(393.7)		—		(393.7)
Non-cash stock-based compensation expense	—	—		—	—		77.2		—		—		—		—		—		—		77.2
Net earnings attributable to noncontrolling interests	—	—		—	—		—		—		—		—		—		—		34.2		34.2
Purchases of treasury stock	—	—		(4.4)	—		—		—		—		—		—		(387.1)		—		(387.1)
Cash received from share repurchase contracts	—	—		—	—		47.5		—		—		—		—		—		—		47.5
Net earnings attributable to noncontrolling interests	—	—		—	—		—		—		—		—		—		—		(0.5)		(0.5)
Distribution to noncontrolling interest	—	—		—	—		—		—		—		—		—		—		(1.0)		$	(1.0)
Net change in retirement benefits, net of tax	—	—		—	—		—		—		(0.6)		—		—		—		—		(0.6)
Net change in retirement benefits, net of tax	—	—		—	—		—		—		(6.6)		—		—		—		—		(6.6)
Foreign currency translation adjustments	—	—		—	—		—		—		—		—		128.4		—		(2.0)		126.4
Net change in hedges, net of tax	—	—		—	—		—		—		—		1.1		—		—		0.6		1.7
Balance, September 30, 2023	—	$	—	60.4	$	0.9	$	5,288.1	$	1,416.5	$	(30.3)	$	74.8	$	(179.6)	$	(2,728.3)	$	9.2	$	3,851.3
Foreign currency translation adjustments	—	—		—	—		—		—		—		—		77.7		—		(0.3)		77.4
Net earnings	—	—		—	—		—		366.7		—		—		—		—		—		366.7
Balance, September 30, 2021	—	$	—	63.1	$	0.9	$	4,253.5	$	347.3	$	(10.9)	$	71.4	$	(17.6)	$	(1,902.2)	$	11.8	$	2,754.2
Issuance of common stock	—	—		1.0	—		—		—		—				—		—		—		—
Net earnings	—	—		—	—		—		756.6		—		—		—		—		—		756.6
Activity under stock and deferred compensation plans	—	—		—	—		(41.9)		—		—		—		—		—		—		(41.9)
Post Holdings Partnering Corporation deemed dividend	—	—		—	—		—		5.1		—		—		—		—		—		5.1
Non-cash stock-based compensation expense	—	—		—	—		84.4		—		—		—		—		—		—		84.4
Activity under stock and deferred compensation plans	—	—		0.5	—		(14.3)		—		—		—		—		—		(0.9)		(15.2)
Purchases of treasury stock	—	—		(3.0)	—		—		—		—		—		—		(303.1)		—		(303.1)
Non-cash stock-based compensation expense	—	—		—	—		66.5		—		—		—		—		—		2.9		69.4
Payment for share repurchase contracts	—	—		—	—		(50.0)		—		—		—		—				—		(50.0)
Purchases of treasury stock	—	—		(4.9)	—		—		—		—		—		—		(439.0)		(18.1)		(457.1)
Proceeds from share repurchase contracts	—	—		—	—		50.9		—		—		—		—		—		—		50.9
Net earnings attributable to noncontrolling interests	—	—		—	—		—		—		—		—		—		—		120.62		120.62
Net change in retirement benefits, net of tax	—	—		—	—		—		—		(186.82)		—		—		—		—		(186.82)
Net change in hedges, net of tax	—	—		—	—		—		—		—		3.4		—		—		1.9		5.3
Foreign currency translation adjustments	—	—		—	—		—		—		—		—		147.7		—		1.3		149.0
Balance, September 30, 2024	—	$	—	58.4	$	0.9	$	5,331.5	$	1,783.2	$	(36.5)	$	74.8	$	(31.9)	$	(3,031.4)	$	10.7	$	4,101.3

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Foreign currency translation adjustments	—	—		—	—		—		—		—		—		(292.7)		—		(1.2)		(293.9)
Net earnings	—	—		—	—		—		335.7		—		—		—		—		—		335.7
BellRing Spin-off	—	—		—	—		442.5		—		—		—		2.3				2.7		$	447.5
Issuance of common stock	—	—		0.8	—		—		—		—		—		—		—		—		—
Balance, September 30, 2022	—	$	—	58.7	$	0.9	$	4,748.2	$	1,109.0	$	(29.7)	$	74.8	$	(308.0)	$	(2,341.2)	$	11.7	$	3,265.7
Activity under stock and deferred compensation plans	—	—		—	—		(42.4)		—		—		—		—		—		—		(42.4)
Net earnings	—	—		—	—		—		301.3		—		—		—		—		—		301.3
Non-cash stock-based compensation expense	—	—		—	—		81.6		—		—		—		—		—		—		81.6
Post Holdings Partnering Corporation deemed dividend	—	—		—	—		—		6.2		—		—		—		—		—		6.2
Purchases of treasury stock	—	—		(6.4)	—		—		—		—		—		—		(714.7)		—		(714.7)
Activity under stock and deferred compensation plans	—	—		—	—		(29.6)		—		—		—		—		—		—		(29.6)
Net earnings attributable to noncontrolling interests	—	—		—	—		—		—		—		—		—		—		0.1		0.1
Non-cash stock-based compensation expense	—	—		—	—		77.2		—		—		—		—		—		—		77.2
Net change in retirement benefits, net of tax	—	—		—	—		—		—		(3.2)		—		—		—		—		(3.2)
Issuance of common stock	—	—		6.1	—		492.3		—		—		—		—		—		—		492.3
Foreign currency translation adjustments	—	—		—	—		—		—		—		—		5.5		—		(0.1)		5.4
Purchases of treasury stock	—	—		(4.4)	—		—		—		—		—		—		(387.1)		—		(387.1)
Balance, September 30, 2025	—	$	—	52.8	$	0.9	$	5,370.7	$	2,118.9	$	(39.7)	$	74.8	$	(26.4)	$	(3,746.1)	$	10.7	$	3,763.8
Net earnings attributable to noncontrolling interests	—	—		—	—		—		—		—		—		—		—		(0.5)		(0.5)
Net change in retirement benefits, net of tax	—	—		—	—		—		—		(0.6)		—		—		—		—		(0.6)
Foreign currency translation adjustments	—	—		—	—		—		—		—		—		128.4		—		(2.0)		126.4
Balance, September 30, 2023	—	$	—	60.4	$	0.9	$	5,288.1	$	1,416.5	$	(30.3)	$	74.8	$	(179.6)	$	(2,728.3)	$	9.2	$	3,851.3

See accompanying Notes to Consolidated Financial Statements.

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POST HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share information orand where indicated otherwise)

NOTE 1 — BACKGROUND

Post is a consumer packaged goods holding company operating in the center-of-the-store, refrigerated, foodservice and food ingredient categories. The Company’s products are sold through a variety of channels, including grocery, club and drug stores, mass merchandisers, foodservice, food ingredient and eCommerce. As of September 30, ~~2023~~2025, Post operates in four reportable segments: Post Consumer Brands, Weetabix, Foodservice and Refrigerated Retail. The Post Consumer Brands segment includes primarily North American ready-to-eat (“RTE”) cereal and granola, pet food and nut butters ~~products~~; the Weetabix segment includes primarily United Kingdom (“U.K.”) RTE cereal, muesli and protein-based ~~shake products~~shakes; the Foodservice segment includes primarily egg and potato products; and the Refrigerated Retail segment includes primarily side dish, egg, cheese and sausage products.

Unless otherwise stated or the context otherwise indicates, all references in these financial statements and notes to “Post,” “the Company,” “us,” “our” or “we” mean Post Holdings, Inc. and its subsidiaries.

On March 10, 2022, the Company completed its distribution of 80.1% of its ownership interest in BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC) (“BellRing”) to Post’s shareholders (the “BellRing Distribution,” and such transaction, as well as the BellRing Contribution, the BellRing Merger (as such terms are defined in Note 4), the Debt-for-Debt Exchange (as such term is defined in Note 16) and the related transactions described in Note 4, the “BellRing Spin-off”). The BellRing Spin-off represented a strategic shift that had a major effect on the Company’s operations and consolidated financial results. Accordingly, the historical results of BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.) (“Old BellRing”) and BellRing Distribution, LLC prior to the BellRing Spin-off have been presented as discontinued operations in the Company’s Consolidated Statements of Operations and Consolidated Statements of Cash Flows. The Notes to Consolidated Financial Statements reflect continuing operations only, unless otherwise indicated. See Note 4 for additional information regarding the BellRing Spin-off and discontinued operations.

The Company completed its acquisitions of the Egg Beaters liquid egg brand (“Egg Beaters”) and the Peter Pan nut butter brand (“Peter Pan”) on May 27, 2021 and January 25, 2021, respectively. The year-end close date for both Egg Beaters and Peter Pan was September 26, 2021. As the amounts associated with the additional four days were immaterial, results of these entities were not adjusted to conform with Post’s fiscal calendar in fiscal 2021.

Certain reclassifications have been made to previously reported financial information to conform to the Company’s current period presentation.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation — The consolidated financial statements include the operations of Post and its subsidiaries. All intercompany transactions have been eliminated. Certain reclassifications have been made to previously reported financial information to conform to the Company’s current year presentation.

Use of Estimates and Allocations — The consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require certain elections as to accounting policy, estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the dates of the financial statements and the reported amount of net revenues and expenses during the reporting periods. Significant accounting policy elections, estimates and assumptions include, among others, allowance for trade promotions, business combinations, pension and benefit plan assumptions, and valuation assumptions of goodwill and other intangible assets ~~and income taxes~~. Actual results could differ from those estimates.

Business Combinations — The Company uses the acquisition method of accounting for acquired businesses. Under the acquisition method, the Company’s financial statements reflect the operations of an acquired business starting from the date of acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Useful lives of identified tangible and intangible assets are determined based on the expected time period in which the cash flows of the related assets are expected to be realized. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Any excess of the estimated fair values of the identifiable net assets acquired over the purchase price is recorded as a gain on bargain purchase.

The Company utilizes various valuation methodologies (and depending on the size and complexity of an acquisition, assistance from third-party specialists) to estimate the fair value of assets acquired and liabilities assumed based on the nature of the underlying asset or liability. These methodologies include but are not limited to utilizing replacement cost, comparative sales and market- and income-based approaches. The income approach utilizes significant unobservable inputs, including revenue growth rates, discount rates, attrition rates and royalty rates. These fair value measurements fall within Level 3 of the fair value hierarchy as described in Note 14. During the measurement period, up to twelve months from the date of acquisition, subsequent changes may be made to adjust the preliminary amounts recognized at the acquisition date to their subsequently determined acquisition-date fair values.

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fair value hierarchy as described in Note 14. During the measurement period, up to twelve months from the date of acquisition, subsequent changes may be made to adjust the preliminary amounts recognized at the acquisition date to their subsequently determined acquisition-date fair values.

Cash Equivalents — Cash equivalents include all highly liquid investments with original maturities of less than three months.

Restricted Cash — Restricted cash includes cash deposits which primarily serve as collateral for certain commodity and energy hedging contracts as well as the Company’s high deductible workers’ compensation insurance program.

Receivables — Receivables are reported net of appropriate allowances for credit losses, cash discounts and other amounts which the Company does not ultimately expect to collect. To calculate an allowance for credit losses, the Company estimates uncollectible amounts based on a review of past due balances, historical loss information and expectations regarding potential future losses. A receivable is considered past due if payments have not been received within the agreed upon invoice terms. Receivables are written off against the allowance when the customer files for bankruptcy protection or they are otherwise deemed to be uncollectible based upon the Company’s evaluation of the customer’s solvency. As of September 30, ~~2023~~2025 and ~~2022~~2024, the Company did not have off-balance sheet credit exposure related to its customers. The Weetabix segment sells certain receivables to a third-party institution without recourse. Receivables sold during the years ended September 30, ~~2023~~2025 and ~~2022~~2024 were $92.5 and $111.7, respectively. See Note 6 for information regarding the Company’s monthly settlement of receivables and payables with a third party in connection with its fiscal 2023 acquisition.

Inventories — Inventories, other than flocks, are generally valued at the lower of cost (determined on a first-in, first-out basis) or net realizable value. Reported amounts have been reduced by an allowance for excess and obsolete product and packaging materials based on a review of inventories on hand compared to estimated future usage and sales. Flock inventory represents the cost of purchasing and raising chicken flocks to egg laying maturity. The costs included in our flock inventory include the costs of the chicks, the feed fed to the birds and the labor and overhead costs incurred to operate the pullet facilities until the birds are transferred into the laying facilities, at which time their cost is amortized to operations, as cost of goods sold, over their expected useful lives of one to two years.59

Restructuring Expenses — Restructuring charges and related charges principally consist of one-time termination benefits, severance, contract termination benefits, accelerated stock compensation and other employee separation costs. The Company recognizes restructuring obligations and liabilities for exit and disposal activities at fair value in the period the liability is incurred. Employee severance costs are expensed when they become probable and reasonably estimable under established severance plans.

Property — Property is recorded at cost, and depreciation expense is generally provided on a straight-line basis over the estimated useful lives of the properties. Estimated useful lives range from 1 to 30 years for machinery and equipment; 1 to 35 years for buildings, building improvements and leasehold improvements; and 1 to 7 years for software. Total depreciation expense was $245.3, $232.9 and $222.2 in fiscal 2023, 2022 and 2021, respectively. Any gains and losses incurred on the sale or disposal of assets are included in “Other operating expense (income), net” in the Consolidated Statements of Operations. Ordinary repair and maintenance costs are accounted for under the direct expensing method. Property consisted of:

	September 30,
	2023		2022
Land and land improvements	$	109.9	$	92.2
Buildings and leasehold improvements	1,042.9		932.7
Machinery and equipment	2,312.2		1,951.1
Software	113.3		110.6
Construction in progress	191.1		182.7
	3,769.4		3,269.3
Accumulated depreciation	(1,748.0)		(1,517.4)
	$	2,021.4	$	1,751.9

Goodwill — Goodwill is calculated as the excess of the purchase price of acquired businesses over the fair market value of their identifiable net assets and represents the value the Company expects to achieve through the implementation of operational synergies, the expansion of the business into new or growing segments of the industry and the addition of new employees. The Company conducts a goodwill impairment assessment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment assessment performed may be either qualitative or quantitative; however, if adverse qualitative trends are identified that could negatively impact the fair value of the business, a quantitative goodwill impairment test is performed. In fiscal 2023, 2022 and 2021, the Company performed a quantitative impairment test for all reporting units.

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~~The~~were ~~Company~~$97.0 ~~has~~and ~~six reporting units~~$95.6, ~~which~~respectively. ~~have~~See ~~been~~Note ~~identified~~5 atfor ~~either~~information ~~the~~regarding ~~operating segment level, or in~~ the ~~case~~Company’s ofmonthly ~~certain~~settlement ~~reporting units, at a level below the operating segment. The estimated fair value~~ of ~~each~~receivables ~~reporting unit is determined using a combined income~~ and ~~market~~payables ~~approach~~ with a ~~greater~~third ~~weighting~~party onthrough ~~the~~an ~~income~~arrangement ~~approach.~~that ~~The~~was ~~income~~in ~~approach~~place isthrough ~~based~~the onfirst ~~discounted~~quarter future cash flows and requires significant assumptions, including estimates regarding future revenue, profitability, capital requirements and discount rates. The market approach is based on a market multiple (revenue and EBITDA) and requires an estimate of ~~appropriate~~fiscal ~~multiples~~2025 ~~based~~in onconnection ~~market~~with ~~data~~its ~~for~~fiscal ~~comparable~~2023 ~~peers~~acquisition. ~~These fair value measurements fall within Level 3 of the fair value hierarchy as described in Note 14.~~

~~See~~Inventories ~~Note 8~~— Inventories, other than flocks, are generally valued at the lower of cost (determined on a first-in, first-out basis) or net realizable value. Reported amounts have been reduced by an allowance for ~~additional~~excess ~~information~~and obsolete product and packaging materials based on ~~goodwill~~a review of inventories on hand compared to estimated future usage and sales. Flock inventory represents the ~~annual~~cost ~~goodwill~~of ~~impairment~~purchasing ~~assessments~~and ~~for~~raising chicken flocks to egg laying maturity. The costs included in the ~~years~~Company’s ~~ended~~flock ~~September 30,~~inventory ~~2023~~include the costs of the chicks, ~~2022~~the feed fed to the birds and ~~2021~~the labor and overhead costs incurred to operate the pullet facilities until the birds are transferred into the laying facilities, at which time their cost is amortized to operations, as cost of goods sold, over their expected useful lives of one to two years.

~~Other~~Restructuring ~~Intangible~~Expenses ~~Assets~~ — ~~Other~~Restructuring ~~intangible~~expenses ~~assets consist primarily of customer relationships, trademarks, brands~~ and ~~licensing~~related ~~agreements~~charges ~~acquired~~principally inconsist ~~business~~of ~~combinations and include both indefinite and definite~~one-~~lived~~time ~~assets.~~termination ~~Amortization~~benefits, ~~expense~~severance, ~~related~~contract totermination ~~definite-lived intangible assets~~costs, ~~which~~accelerated isstock ~~provided~~compensation onand aother ~~straight-line~~employee ~~basis~~separation ~~over~~costs. ~~the~~The ~~estimated~~Company ~~useful~~recognizes ~~lives~~restructuring ofobligations ~~the~~and ~~assets,~~liabilities ~~was~~for ~~$160.7,~~exit ~~$146.0~~ and ~~$143.2~~disposal inactivities ~~fiscal~~at ~~2023,~~fair ~~2022~~value ~~and~~in ~~2021,~~the ~~respectively.~~period ~~For~~ the ~~definite-lived~~liability ~~intangible~~is ~~assets recorded as of September 30, 2023, amortization expense of $179~~incurred.9, ~~$178.7,~~Employee ~~$178.7,~~severance ~~$178.7~~costs ~~and~~are ~~$173.5~~expensed iswhen ~~expected~~they ~~for~~become ~~fiscal~~probable ~~2024, 2025, 2026, 2027~~ and ~~2028,~~reasonably ~~respectively.~~estimable ~~Other~~under ~~intangible~~established ~~assets~~severance ~~consisted of:~~ plans.

	September 30, 2023						September 30, 2022
	CarryingAmount		Accum.Amort.		NetAmount		CarryingAmount		Accum.Amort.		NetAmount
Subject to amortization:
Customer relationships	$	2,535.5	$	(940.7)	$	1,594.8	$	2,129.7	$	(816.4)	$	1,313.3
Trademarks, brands and licensing agreements	885.8		(301.3)		584.5		647.7		(260.4)		387.3
	3,421.3		(1,242.0)		2,179.3		2,777.4		(1,076.8)		1,700.6
Not subject to amortization:
Trademarks and brands	1,033.1		—		1,033.1		1,011.6		—		1,011.6
	$	4,454.4	$	(1,242.0)	$	3,212.4	$	3,789.0	$	(1,076.8)	$	2,712.2

Held for Sale Assets and Liabilities — Assets and liabilities are classified as held for sale if the Company has committed to a plan for selling the assets and liabilities, is actively and reasonably marketing them and sale is reasonably expected within one year. The fair value of assets and liabilities held for sale is measured on a non-recurring basis based on the lower of the carrying amount or fair value less costs to sell. When applicable, the fair value is adjusted to reflect an offer to purchase the assets. As of September 30, 2025, the assets and liabilities classified as held for sale were recorded at their fair values. These fair value measurements fall within Level 3 of the fair value hierarchy as described in Note 14. Assets held for sale are included in “Current assets held for sale” and “Other assets held for sale” on the Consolidated Balance Sheets. Liabilities held for sale are included in “Current liabilities held for sale” and “Other liabilities held for sale” on the Consolidated Balance Sheets. See Note 7 for additional information regarding assets and liabilities held for sale.

Property — Property is recorded at cost, and depreciation expense is generally provided on a straight-line basis over the estimated useful lives of the properties. Estimated useful lives range from 1 to 30 years for machinery and equipment; 1 to 40 years for buildings, building improvements and leasehold improvements; and 1 to 7 years for software. Total depreciation expense was $322.5, $291.0 and $245.3 in fiscal 2025, 2024 and 2023, respectively. Any gains and losses incurred on the sale or disposal of assets are included in “Other operating expense (income), net” in the Consolidated Statements of Operations. Ordinary repair and maintenance costs are accounted for under the direct expensing method. Property consisted of:


	September 30,
	2025		2024
Land and land improvements	$	127.7	$	121.7
Buildings and leasehold improvements	1,329.9		1,122.7
Machinery and equipment	3,158.2		2,663.0
Software	128.8		116.6
Construction in progress	210.7		312.1
	4,955.3		4,336.1
Accumulated depreciation	(2,256.6)		(2,024.4)
	$	2,698.7	$	2,311.7

Goodwill — Goodwill is calculated as the excess of the purchase price of acquired businesses over the fair market value of their identifiable net assets and represents the value the Company expects to achieve through the implementation of operational synergies, the expansion of the business into new or growing segments of the industry and the addition of new employees. The Company conducts a goodwill impairment assessment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment assessment performed may be either qualitative or quantitative; however, if adverse qualitative trends are identified that could negatively impact the fair value of the business, a quantitative goodwill impairment test is performed. In fiscal 2025, 2024 and 2023, the Company performed a quantitative impairment test for all reporting units.

The Company has six reporting units, which have been identified at either the operating segment level, or in the case of certain reporting units, at a level below the operating segment. The estimated fair value of each reporting unit is determined using a combined income and market approach with a greater weighting on the income approach. The income approach is based on discounted future cash flows and requires significant assumptions, including estimates regarding future revenue, profitability, capital requirements and discount rates. The market approach is based on a market multiple (revenue and “EBITDA,” which stands for earnings before interest, income taxes, depreciation and amortization) and requires an estimate of

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appropriate multiples based on market data for comparable peers. These fair value measurements fall within Level 3 of the fair value hierarchy as described in Note 14.

See Note 8 for additional information on goodwill and the annual goodwill impairment assessments for the years ended September 30, 2025, 2024 and 2023.

Other Intangible Assets — Other intangible assets consist primarily of customer relationships, trademarks, brands and licensing agreements acquired in business combinations and include both indefinite and definite-lived assets. Amortization expense related to definite-lived intangible assets, which is provided on a straight-line basis over the estimated useful lives of the assets, was $200.8, $184.6 and $160.7 in fiscal 2025, 2024 and 2023, respectively. For the definite-lived intangible assets recorded as of September 30, 2025, amortization expense of $206.8, $206.8, $201.6, $190.6 and $190.6 is expected for fiscal 2026, 2027, 2028, 2029 and 2030, respectively. Other intangible assets consisted of:


	September 30, 2025						September 30, 2024
	Carrying Amount		Accum. Amort.		Net Amount		Carrying Amount		Accum. Amort.		Net Amount
Subject to amortization:
Customer relationships	$	2,699.8	$	(1,225.3)	$	1,474.5	$	2,633.3	$	(1,084.1)	$	1,549.2
Trademarks, brands and licensing agreements	1,132.4		(406.3)		726.1		888.3		(348.4)		539.9

	3,832.2		(1,631.6)		2,200.6		3,521.6		(1,432.5)		2,089.1
Not subject to amortization:
Trademarks and brands	814.0		—		814.0		1,056.9		—		1,056.9
	$	4,646.2	$	(1,631.6)	$	3,014.6	$	4,578.5	$	(1,432.5)	$	3,146.0

During fiscal 2025, the Company determined that one of its brands, which was classified as an indefinite-lived intangible asset, was no longer expected to contribute to cash flows indefinitely. As such, the intangible asset’s carrying value of $243.9 was reclassified as a definite-lived intangible asset, and the Company began amortizing the carrying value on a straight-line basis over an estimated useful life of 20 years. Prior to the reclassification, the Company concluded there was no impairment of the indefinite-lived intangible asset.

Recoverability of Assets — The Company continually evaluates whether events or circumstances have occurred which might impair the recoverability of the carrying value of its assets, including property, identifiable intangibles and right-of-use (“ROU”) assets.

Trademarks and brands with indefinite lives are reviewed for impairment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate the trademark or brand may be impaired. The trademark and brand impairment test performed may either be qualitative or quantitative; however, if adverse qualitative trends are identified that could negatively impact the fair value of the trademark or brand, a quantitative impairment test is performed. ~~In fiscal 2023, 2022 and 2021, the Company performed a quantitative impairment test.~~

The quantitative trademark and brand impairment tests require the Company to compare the calculated fair value of the trademark or brand to its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The fair value is determined using an income-based approach, which requires significant assumptions for each trademark and brand, including estimates regarding future revenue growth, discount rates and royalty rates. Assumptions are determined after consideration of several factors for each trademark and brand, including profit levels, research of external royalty rates by third-party experts and the relative importance of each trademark and brand to the Company. Revenue growth assumptions are based on historical trends and management’s expectations for future growth by trademark and brand. The discount rate is based on a weighted-average cost of capital utilizing industry market data of similar companies.

In fiscal ~~2023~~2025, ~~2022~~2024 and ~~2021~~2023, the Company performed a quantitative impairment test for all indefinite-lived intangible assets and concluded for each year there were no impairments. The estimated fair value of all indefinite-lived trademarks and brands exceeded book value by 1113% or greater, ~~23%~~in orfiscal ~~greater~~2025 and 229% or greater atin ~~September 30,~~fiscal ~~2023, 2022 and 2021, respectively~~2024. These fair value measurements fall within Level 3 of the fair value hierarchy as described in Note 14.

In addition, definite-lived assets (groups) are tested for recoverability when events or changes in circumstances indicate that the carrying value of an asset (group) may not be recoverable or the estimated useful life is no longer appropriate. The Company groups assets at the lowest level for which cash flows are separately identifiable. In general, an asset (group) is deemed impaired and written down to its fair value if the estimated related undiscounted future cash flows are less than its carrying amount. There were no impairments recorded on the Company’s definite-lived assets (groups) in fiscal ~~2023~~2025, ~~2022~~2024 or ~~2021~~2023.

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Software Implementation Costs — For ~~hosting~~software arrangements that are service contracts, the Company capitalizes certain implementation costs incurred during the development stage of the related project. Capitalized software implementation costs are expensed on a straight-line basis over the term of the ~~hosting~~software service arrangement, beginning when the software is ready for its intended use. Total capitalized software implementation costs for ~~hosting~~software service arrangements are recorded in “Prepaid expenses and other current assets” and “Other assets” on the Consolidated Balance Sheets and were $2038.46 and $736.65 as of September 30, ~~2023~~2025 and ~~2022~~2024, respectively. ~~There~~Capitalized ~~were no material capitalized~~ software implementation costs expensed induring fiscal ~~2023~~2025, ~~2022~~2024 orand ~~2021~~2023 were immaterial.

Deferred Compensation Investments — The Company funds a portion of its deferred compensation liability by investing in certain mutual funds in substantially the same amounts as selected by the participating employees. Because management’s intent is to invest in a manner that matches the deferral options chosen by the participants and those participants can elect to transfer amounts into or out of each of the designated deferral options at any time, these investments are stated at fair value in “Prepaid expenses and other current assets” and “Other assets” on the Consolidated Balance Sheets (see Note 14). Both realized and unrealized gains and losses on these assets are generally included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations and offset the related change in the deferred compensation liability.

Derivative Financial Instruments — In the ordinary course of business, the Company is exposed to commodity price risks relating to the purchases of raw materials, including ingredients and ~~supplies~~packaging, energy and fuel, interest rate risks and foreign currency exchange rate risks. The Company utilizes derivative financial instruments, including (but not limited to) futures contracts, option contracts, forward contracts and swaps, to manage certain of these exposures by hedging when it is practical to do so. The Company does not hold or issue derivative financial instruments for speculative or trading purposes.

The Company’s derivative programs may include strategies that qualify and strategies that do not qualify for hedge accounting treatment. To qualify for hedge accounting, the hedging relationship, both at inception of the hedge and on an ongoing basis, is expected to be highly effective in achieving offsetting changes in the fair value of the hedged risk during the period that the hedge is designated. All derivatives are recognized on the balance sheet at fair value. For derivatives that qualify for hedge accounting, the derivative is designated as a hedge on the date in which the derivative contract is entered. A derivative could be designated as a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge) or a hedge of a net investment in a foreign operation. Some derivatives may also be considered natural hedging instruments, where changes in their fair value act as economic offsets to changes in fair value of the underlying hedged item and are not designated for hedge accounting.

Gains and losses on derivatives designated as cash flow hedges are recorded in other comprehensive income or loss (“OCI”) and are reclassified to the Consolidated Statements of Operations in conjunction with the recognition of the underlying hedged item. If a derivative is designated as a hedge of a net investment in a foreign operation, its changes in fair value are recorded in OCI and subsequently recognized in earnings when the foreign operation is liquidated. Changes in the fair value of derivatives that are not designated for hedge accounting are recognized immediately in the Consolidated Statements of Operations. The Company does not have any derivatives currently designated as hedging instruments under Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging.”

Cash flows associated with all derivatives are reported as cash flows from operating activities in the Consolidated Statements of Cash Flows, unless the derivative contains an other-than-insignificant financing element, in which case its cash flows are reported as cash flows from financing activities.

Leases — The Company leases office space, ~~certain~~ warehouses, manufacturing facilities and equipment primarily through operating lease agreements. The Company has no material finance lease agreements. The Company determines if an arrangement is a lease at its inception. When the arrangements include lease and non-lease components, the Company accounts for them as a single lease component. Leases with an initial term of less than 12 months are not reported on the balance sheet, but rather are recognized as lease expense on a straight-line basis over the lease term. Arrangements may include options to extend or terminate the lease arrangement. These options are included in the lease term used to establish ROU assets and lease liabilities when it is reasonably certain they will be exercised. The Company will reassess expected lease terms based on changes in circumstances that indicate options may be more or less likely to be exercised.

The Company has certain lease arrangements that include variable rental payments. The future variability of these payments and adjustments are unknown and therefore are not included in minimum rental payments used to determine ROU assets and lease liabilities. The Company has lease arrangements where it makes separate payments to the lessor based on the lessor’s common area maintenance expenses, property and casualty insurance costs, property taxes assessed on the property and other variable expenses. As the Company has elected the practical expedient not to separate lease and non-lease components, these variable amounts are captured in operating lease expense in the period in which they are incurred. Variable rental payments are recognized in the period in which their associated obligation is incurred.

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For lease arrangements that do not provide an implicit interest rate, an incremental borrowing rate (“IBR”) is applied in determining the present value of future payments. The Company’s IBR is selected based upon information available at the lease commencement date.

ROU assets are recorded as “Other assets” and lease liabilities are recorded as “Other current liabilities” and “Other liabilities” on the Consolidated Balance Sheets. Operating lease expense is recognized on a straight-line basis over the lease term and is included in either “Cost of goods sold” or “Selling, general and administrative expenses” in the Consolidated Statements of Operations. Costs associated with finance leases do not have a material impact on the Company’s financial statements.

The Company assumed certain leaseback financial liabilities related to an acquiree’s agreements with a third party to sell and concurrently lease back certain manufacturing facilities. The agreements did not qualify as sale and leaseback transactions under ASC Topic 842, “Leases,” and therefore were accounted for as leaseback financial liabilities. Accordingly, the leased assets associated with the agreements are included in “Property, net” on the Consolidated Balance Sheets and remain subject to depreciation. The leaseback financial liabilities assumed related to the agreements are recorded within “Long-term debt” on the Consolidated Balance Sheets. See Note 16 for additional information regarding the leaseback financial liabilities.

Revenue — The Company recognizes revenue when performance obligations have been satisfied by transferring control of the goods to customers. Control is generally transferred upon delivery of the goods to the customer. At the time of delivery, the customer is invoiced using previously agreed-upon credit terms. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed fulfillment activities and are accounted for as fulfillment costs. The Company’s contracts with customers generally contain one performance obligation.

Many of the Company’s contracts with customers include some form of variable consideration. The most common forms of variable consideration are trade promotions, rebates and discounts. Variable consideration is treated as a reduction of revenue at the time product revenue is recognized. Depending on the nature of the variable consideration, the Company uses either the “expected value” or the “most likely amount” method to determine variable consideration. The Company does not believe that there will be significant changes to its estimates of variable consideration when any uncertainties are resolved with customers. The Company reviews and updates estimates of variable consideration quarterly. Uncertainties related to the estimates of variable consideration are resolved in a short time frame and do not require any additional constraint on variable consideration.

The Company’s products are sold with no right of return, except in the case of goods which do not meet product specifications or are damaged. No services beyond this assurance-type warranty are provided to customers. Customer remedies include either a cash refund or an exchange of the product. As a result, the right of return and related refund liability is estimated and recorded as a reduction of revenue based on historical sales return experience.

Cost of Goods Sold — Cost of goods sold includes, among other things, inbound and outbound freight costs (including for the Company-owned fleets) and depreciation expense related to assets used in production, while storage and other warehousing costs are included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. Storage and other warehousing costs totaled $~~263~~339.24, $~~204~~335.0 and $~~167~~263.72 in fiscal ~~2023~~2025, ~~2022~~2024 and ~~2021~~2023, respectively.

Advertising — Advertising costs are expensed as incurred except for costs of producing media advertising, such as television commercials or magazine or online advertisements, which are deferred until the first time the advertising takes place and amortized to the statement of operations over the time the advertising takes place. The amounts reported as assets on the Consolidated Balance Sheets as “Prepaid expenses and other current assets” were ~~$1.3~~immaterial ~~and $1.4~~ as of both September 30, ~~2023~~2025 and ~~2022, respectively~~2024.

Stock-based Compensation — The Company recognizes the cost of employee services received in exchange for awards of equity instruments based on the grant date fair value of the equity or liability award. For liability awards, the fair market value is remeasured at each quarterly reporting period. The cost for equity and liability awards is recognized ratably over the period during which an employee is required to provide service in exchange for the award — the requisite service period (usually the vesting period). Any forfeitures of stock-based awards are recorded as they occur.

Income Taxes — Income tax expense is estimated based on income taxes in each jurisdiction and includes the effects of both current tax exposures and the temporary differences resulting from differing treatment of items for tax and financial reporting purposes. These temporary differences result in deferred tax assets and liabilities. A valuation allowance is established against the related deferred tax assets to the extent that it is more likely than not that the future benefits will not be realized. Reserves are recorded for estimated exposures associated with the Company’s tax filing positions, which are subject to periodic audits by governmental taxing authorities. Interest incurred due to an underpayment of income taxes is classified as income tax expense. The Company considers the undistributed earnings of its foreign subsidiaries to be permanently invested, so no United States (“U.S.”) taxes have been recorded in relation to the Company’s investment in its foreign subsidiaries.

Earnings per Share — The Company has presented basic and diluted earnings per share ~~for both continuing and discontinued operations~~. Basic earnings per share is based on the average number of shares of common stock outstanding during the year. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options, stock appreciation rights and restricted stock units using the “treasury stock” method and convertible senior notes using the “if-converted” method.

Remeasurements to the redemption value of the redeemable noncontrolling interest (“NCI”) (see Note 5) were recognized as a deemed dividend. The Company made an election to treat the portion of the deemed dividend that exceeded fair value as an adjustment to income available to common shareholders for basic and diluted earnings from continuing operations per share. In 63

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~~addition,~~average ~~dilutive~~number ~~net~~of ~~earnings~~shares ~~from~~used ~~continuing operations was adjusted~~ for ~~interest expense, net of tax, related to~~ the ~~Company’s~~basic ~~convertible senior notes, and dilutive net~~ earnings ~~from~~per ~~discontinued~~share ~~operations~~calculation, ~~was~~ adjusted for the ~~Company’s~~dilutive ~~share~~effect of ~~Old~~stock ~~BellRing’s consolidated net earnings prior to the BellRing Spin-off~~options, tostock ~~the~~appreciation ~~extent~~rights itand ~~was~~restricted ~~dilutive.~~stock ~~Net~~units ~~earnings~~using ~~from continuing operations was utilized as~~ the “~~control~~treasury ~~number~~stock” tomethod ~~determine~~and ~~whether~~convertible ~~potential~~senior ~~shares~~notes ofusing ~~common~~the ~~stock were dilutive or anti~~“if-~~dilutive~~converted” method.

Remeasurements to the redemption value of the redeemable noncontrolling interest (“NCI”) prior to the Post Holdings Partnering Corporation redemption (see Note 4) were recognized as a deemed dividend. The Company made an election to treat the portion of the deemed dividend that exceeded fair value as an adjustment to income available to common shareholders for basic and diluted earnings per share. In addition, dilutive net earnings are adjusted for interest expense, net of tax, related to the Company’s convertible senior notes.

NOTE 3 — RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS

The Company has considered all new accounting pronouncements and has concluded there are no new pronouncements (other than the ones described below) that had or will have a material impact on the Company’s results of operations, comprehensive income, financial condition, cash flows, shareholders’ equity or related disclosures based on current information.

~~NOTE 4 —~~Recently ~~BELLRING SPIN-OFF AND DISCONTINUED OPERATIONS~~Issued

~~BellRing~~In ~~Spin~~September 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2025-~~off~~06, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This ASU is effective for fiscal years beginning after December 15, 2027 (i.e., the Company’s annual financial statements for the year ended September 30, 2029), with early adoption permitted. This ASU can be adopted either (i) prospectively, (ii) using a modified transition approach or (iii) retrospectively. The Company is currently evaluating the impact of this standard.

OnIn ~~March~~November 92024, ~~2022,~~the ~~pursuant~~FASB toissued ~~the~~ASU ~~Transaction~~2024-03, ~~Agreement~~“Income ~~and~~Statement ~~Plan~~— ofReporting ~~Merger,~~Comprehensive ~~dated~~Income as— ofExpense ~~October~~Disaggregation ~~26,~~Disclosures ~~2021~~ (as

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