Post Holdings Files Routine 8-K; Confirms NYSE Listing, Non-EGC Status

TL;DR

**Post Holdings filed a standard 8-K, no new news, just regulatory compliance.**

AI Summary

Post Holdings, Inc. filed an 8-K on February 5, 2024, to report a routine event, specifically a Regulation FD Disclosure and Other Events. This filing indicates that the company is not an emerging growth company and its common stock, with a $0.01 par value per share, is registered on the New York Stock Exchange under the trading symbol POST. For investors, this filing primarily serves as a confirmation of the company's current status and compliance with SEC reporting requirements, without disclosing any new material financial or operational information that would immediately impact stock valuation.

Why It Matters

This filing is a standard compliance update, confirming Post Holdings' listing on the NYSE and its status as a non-emerging growth company, which is important for regulatory transparency but doesn't signal new financial developments.

Risk Assessment

Risk Level: low — This 8-K filing is purely administrative and does not contain any information that would introduce new risks or change the company's risk profile.

Analyst Insight

A smart investor would recognize this as a standard administrative filing with no immediate impact on investment decisions. It's a 'no news is good news' scenario, confirming ongoing compliance.

Key Numbers

• $0.01 — par value per share (the stated value of each share of common stock)

Key Players & Entities

• Post Holdings, Inc. (company) — the registrant filing the 8-K
• New York Stock Exchange (company) — where Post Holdings' common stock is registered
• $0.01 (dollar_amount) — par value per share of common stock

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share POST New York Stock
• $875.0 million — ject to market and other conditions, of $875.0 million in aggregate principal amount of senior
• $400.0 million — ses of repaying in full its outstanding $400.0 million incremental term loan under its credit

Filing Documents

• post-20240205.htm (8-K) — 28KB
• ex99-1xomexcerptsfeb2024no.htm (EX-99.1) — 249KB
• ex99-2commencementpr.htm (EX-99.2) — 9KB
• image_0.jpg (GRAPHIC) — 410KB
• post-20240205_g1.jpg (GRAPHIC) — 410KB
• 0001530950-24-000056.txt ( ) — 2096KB
• post-20240205.xsd (EX-101.SCH) — 2KB
• post-20240205_lab.xml (EX-101.LAB) — 26KB
• post-20240205_pre.xml (EX-101.PRE) — 13KB
• post-20240205_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Post Holdings, Inc. (the "Company") is disclosing under Item 7.01 of this Current Report on Form 8-K the information contained in Exhibit 99.1, which information is incorporated by reference herein. The information contained in Exhibit 99.1 is excerpted from a preliminary offering memorandum that is being disseminated in connection with the Company's private offering of senior secured notes described below. The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

01. Other Events

Item 8.01. Other Events. On February 5, 2024, the Company announced that it intends to commence a private offering to eligible purchasers, subject to market and other conditions, of $875.0 million in aggregate principal amount of senior secured notes due 2032 (the "Notes"). The Company also announced it intends to use the net proceeds from the Notes offering, together with cash on hand, for purposes of repaying in full its outstanding $400.0 million incremental term loan under its credit agreement, which the Company borrowed in April 2023, redeeming its existing 5.75% senior notes due 2027, which is expected to occur on March 1, 2024, and paying the premiums, costs, fees and expenses associated with the offering, the term loan repayment and the notes redemption. To the extent there are any remaining net proceeds, the Company intends to use such proceeds for general corporate purposes, which could include, among other things, retirement or repayment of existing debt, acquisitions, share repurchases, capital expenditures and working capital. A copy of the press release issued in connection with the commencement of the Notes offering is attached hereto as Exhibit 99.2 and incorporated herein by reference. This Current Report on Form 8-K is not an offer to sell or a solicitation of an offer to buy any security, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Current Report on Form 8-K does not constitute a notice of redemption with respect to any of the Company's senior notes. Such notice, if any, will be given in accordance with the terms of the applicable indenture.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Excerpts from Preliminary Offering Memorandum 99.2 Press Release dated February 5, 2024 104 Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document) 2

SIGNATURES

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: February 5, 2024 Post Holdings, Inc. (Registrant) By: /s/ Diedre J. Gray Name: Diedre J. Gray Title: EVP, General Counsel & Chief Administrative Officer, Secretary 3

View Full Filing

View this 8-K filing on SEC EDGAR