8-K

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

______________________

FORM 8-K

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

Date of Report (Date of earliest event reported): November 17, 2023

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

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

2503 S. Hanley Road

St. Louis, Missouri 63144

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (314) 644-7600

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 7.01.    Regulation FD Disclosure.

During the conference call held by Post Holdings, Inc. (the “Company”) on November 17, 2023, Robert V. Vitale, who is currently on medical leave from his role as President and Chief Executive Officer of the Company, shared an update regarding his medical leave. Mr. Vitale’s prepared remarks are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

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

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

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Robert V. VitalePreparedRemarks dated November 17, 2023
104	Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

SIGNATURES

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

Date: November 17, 2023	Post Holdings, Inc.
	(Registrant)
	By:	/s/ Diedre J. Gray
	Name:	Diedre J. Gray
	Title:	EVP, General Counsel & Chief Administrative Officer, Secretary

3

Document

Exhibit 99.1

Post Holdings, Inc. Fourth Quarter and Fiscal Year 2023 Earnings Conference Call Prepared Remarks of

Robert V. Vitale, President and Chief Executive Officer (on medical leave) - November 17, 2023

Good morning. This call, as Daniel indicated, is being hosted by Jeff and Matt. I am only going to make a few comments and then I will head out.

First, we had a great 2023 and are well positioned to succeed in 2024 – that’s for Jeff and Matt to describe. What I want to discuss is a bit more personal.

Since I became CEO I have attempted to be as candid with you as possible. I will not change that now. Recently, doctors discovered and successfully removed a malignant tumor.

I feel great and have been participating in calls all along. However, I will now require a regimen of radiation and chemotherapy. I am told this could wipe out my energy level for a period of time.

While I am getting this treatment, Jeff will continue as interim CEO. I have total confidence in him. He has been my partner from day one. I mean that quite literally – we started on the same day in 2011. He has been instrumental in every decision we have made. Further, you have long heard me tout our holding company structure. Its value is now more apparent than ever. Our business operations have outstanding leaders and won’t miss a beat. And I intend to participate as much as I am able. Honestly, that’s more for my benefit than the Company. I suspect I will just be a nuisance.

So now I will leave and turn the call to Jeff and Matt. But one last thing before I do. I cannot express enough my gratitude for the outpouring of well wishes I have received. From you all, from Post employees and from so many unexpected places, it has been quite overwhelming. I thank you all.