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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2025
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensation Awards.
On March 27, 2025, the Corporate Governance and Compensation Committee (the “Committee”) of the Board of Directors of Post Holdings, Inc. (the “Company”) approved the following grants of performance-based restricted stock units (“PRSUs”). The number of PRSUs set forth in the table below represents the targeted number of PRSUs awarded:

Name | Position | PRSUs
Matthew J. Mainer | Executive Vice President, Chief Financial Officer and Treasurer | 10,373
Nicolas Catoggio | President and Chief Executive Officer, Post Consumer Brands | 12,966

These PRSU awards were made by the Committee under the Post Holdings, Inc. Amended and Restated 2021 Long-Term Incentive Plan through the use of the form of PRSU award agreement approved by the Committee on November 12, 2024, which was previously filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 10.52 to the Company’s Form 10-Q filed on February 7, 2025 and described in the Company’s Form 8-K filed with the SEC on November 18, 2024, the terms and description of which are incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 2, 2025 | Post Holdings, Inc.
| (Registrant)
| By: | /s/ Diedre J. Gray
| Name: | Diedre J. Gray
| Title: | EVP, General Counsel & Chief Administrative Officer, Secretary

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