RISK FACTORS SUMMARY
We are subject to a variety of risks and uncertainties, including business and operating risks, industry risks, strategic risks, financial risks, legal, regulatory and sustainability risks and certain general risks, which could have a material adverse 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:
• 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.
• Agricultural diseases or pests could harm our businesses, financial condition, results of operations and cash flows.
• Disruption of our supply chain could have an adverse impact on our businesses, financial condition, results of operations and cash flows.
• 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.
• Our Post Consumer Brands and Weetabix segments operate in the mature ready-to-eat cereal category, and the continued weakening of this category could materially adversely affect our businesses, financial condition, results of operations and cash flows.
• We operate in categories with strong competition.
• 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.
• 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.
• 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.
• Technology failures or cybersecurity incidents could disrupt our operations and negatively impact our businesses.
• United States 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.
• 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 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.
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• 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.
• The 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.
• 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, other intangible assets or long-lived assets become impaired, we will be required to record impairment charges, which may be significant.
• Increases in labor-related costs, including the costs of medical and other employee health and welfare benefits, may reduce our profitability.
• Labor strikes or work stoppages by our employees or employees of third parties in our supply chain could harm our businesses.
• Our international operations subject us to additional risks.
• 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.
• 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 and other companies in industries related to ours, 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. 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 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 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, 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 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 and muesli primarily outside of North America, 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, 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 PPI, as well as the Egg Beaters brand, which Post acquired in May 2021.
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
8th Avenue
In October 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, from October 1, 2018 to June 30, 2025, was accounted for using the equity method. On July 1, 2025, Post acquired all of the preferred stock and the remaining common equity interest that Post did not already own in 8th Avenue. Following the acquisition, the financial results for 8th Avenue are reported in the Post Consumer Brands segment. At the time of the acquisition, 8th Avenue primarily manufactured and distributed branded and private label dry pasta and private label peanut butter and other nut butters, including as a co-manufacturer of our Peter Pan peanut butter brand for the Post Consumer Brands segment, granola and dried fruit and nut products. For additional information regarding 8th Avenue, refer to Notes 4 and 5 within “Notes to Consolidated Financial Statements” in Item 8 of this report.
In August 2025, Post announced that it had entered into a definitive agreement to sell the pasta business of 8th Avenue (the “Pasta Business”) to a third party. Subject to customary closing conditions, Post expects the transaction to close in Post’s first quarter of fiscal 2026. Refer to Note 7 within “Notes to Consolidated Financial Statements” in Item 8 of this report for additional information regarding this transaction.
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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, 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 party, which we expect to be completed in the first quarter of fiscal 2026; (ii) we divested our interest in our historical active nutrition business through a series of transactions, including the initial public offering of a minority interest in the holding company for our historical active nutrition business in fiscal 2020, the distribution to Post’s shareholders of approximately 80% of our remaining interest in BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC) (“BellRing,” and such distribution, the “BellRing Distribution”) in fiscal 2022 and the divestitures of our remaining interest in BellRing in fiscal 2022 and fiscal 2023; (iii) we facilitated the initial public offering of Post Holdings Partnering Corporation (“PHPC”), a special purpose acquisition company, which was subsequently dissolved in fiscal 2023; and (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, nut butters and dog and cat food categories 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 products are primarily manufactured through a flexible production platform at fifteen owned and six leased facilities in the United States (the “U.S.”) and Canada. In addition, Post Consumer Brands manufactures branded and private label pasta through three leased facilities in the U.S., which, after the expected sale of the Pasta Business, will be owned by a 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. breakfast cereals category, and its core brands are Weetabix and Alpen . Weetabix also markets and distributes hot cereals, protein-based shakes and nutritional snacks. Weetabix’s products are primarily manufactured at 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 has a manufacturing facility. Weetabix’s main markets are the U.K. and the European Union (“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 the E.U. and distributed in the U.K. through a variety of retail channels.
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 brand being Papetti’s , and potato products. Our Foodservice segment also manufactures certain meat products. Our operations include 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 segment has a facility that manufactures protein-based shakes as a third-party manufacturer for BellRing.
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 Evan s 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, 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 sausage products.
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Products
Cereal and granola sold by our Post Consumer Brands and Weetabix segments together accounted for 32.4% of our consolidated net sales for fiscal 2025. Eggs and egg products sold by our Foodservice and Refrigerated Retail segments together accounted for 29.6% of our consolidated net sales for fiscal 2025. Pet food sold by our Post Consumer Brands segment accounted for 19.2% of our consolidated net sales for fiscal 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, 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. 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. Weetabix also has an in-country sales team in Spain and utilizes third-party distributors 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, the majority of our Refrigerated Retail products and certain of our Foodservice products are distributed using their 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 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.
Raw 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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operates its own combined heat and power generation unit, which is capable of supplying the majority of the requirements of its Burton Latimer 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, 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.
We continuously monitor worldwide supply and cost trends for our raw materials, energy and other supply needs to enable us to take appropriate action to obtain the necessary inputs for our operations. 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. 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 higher costs of 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 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 , Rachael Ray and Premier Protein. The trademarks for 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 our Weetabix business licensed from a third party for use in the U.K., the E.U. and other international markets. The trademarks for 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.
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. 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.
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, 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 17.4% of our consolidated net sales in fiscal 2025. No other customer accounted for more than 10% of our fiscal 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 29.9% of Post Consumer Brands’s net sales in fiscal 2025. The largest customers of our Weetabix segment, Tesco and Asda, accounted for 33.0% of Weetabix’s net sales in fiscal 2025. The largest customers of our Foodservice segment, Sysco and US Foods, accounted for 42.0% of the segment’s net sales in fiscal 2025. Additionally, the largest customers of our Refrigerated Retail segment, Walmart and Kroger, accounted for 34.9% of the segment’s net sales in fiscal 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. Competition is based on, among other things, price, brand appeal, recognition and loyalty, taste, product quality and safety, nutritional profile, ingredients, effective promotional activities, product-related certifications, sourcing practices, product availability, variety, innovation, distribution, shelf space and product visibility, packaging, convenience 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.
Governmental Regulation and Environmental Matters
We are subject to various laws, rules and regulations administered by federal, state, local and foreign governmental entities and agencies. 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 regulatory entities and agencies, 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 E.U. and elsewhere.
Our facilities, like those of similar businesses, are subject to certain workplace health and safety laws and regulations, including regulations issued pursuant to the 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 sows, which requirements vary on a state to state basis.
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, 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
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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 13,180 employees as of November 1, 2025, of which 11,390 are in the U.S., 1,210 are in the U.K., 450 are in Canada and 130 are located in other jurisdictions. As of November 1, 2025, 16% of such employees 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 a confidential employee speak up line, which is operated by a third-party provider, publicized 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.
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.
Talent Acquisition, Development, Engagement and Retention
Acquiring, developing, engaging and retaining a 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 use of our technology platforms and data insights.
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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 under 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 20, 2025:
Robert V. Vitale , age 59, has served as our President and Chief Executive Officer since November 2014, and as a member of our Board of Directors since November 2014 (and, as previously announced, will also become Chairman of our Board of Directors in December 2025). 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 served as the executive chairman of BellRing, a publicly-traded former subsidiary of ours that manufactures products in the global convenient nutrition category, from September 2019 until November 2024 and as chairman of the board of directors of BellRing since November 2024. From October 2018 until July 2025, Mr. Vitale was also 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 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. 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.
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Matthew J. Mainer , age 54, has served as an Executive Vice President since November 2024 and as our Chief Financial Officer and Treasurer since December 2022. He previously served as our Senior Vice President, Chief Financial Officer and Treasurer from December 2022 until November 2024, as our Senior Vice President and Treasurer from December 2018 to December 2022 and 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 which, at the time, was a global business that developed, manufactured, marketed and distributed specialty pharmaceutical products and therapies, from January 2013 to December 2014 and as vice president and treasurer of ESCO Technologies Inc., a publicly-traded global provider of highly engineered products and solutions serving diverse end-markets, from November 2002 to December 2012.
Nicolas Catoggio , age 51, has served as President and Chief Executive Officer, Post Consumer Brands since September 2021, and as previously announced, Mr. Catoggio also will serve as our Executive Vice President and Chief Operating Officer beginning in January 2026. Mr. Catoggio has over twenty years of experience in the consumer goods industry. From 2007 to September 2021, he served in various roles at Boston Consulting Group (“BCG”), a privately owned global management consulting firm, advising clients in the consumer goods industry, most recently as managing director and senior partner from June 2021 to September 2021, and previously as managing director and partner from 2007 to 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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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, adverse publicity or reputational harm if any of our products are alleged to have caused illness or injury. Further, when the increased costs for raw materials result in increased prices for our products, our businesses could be impacted by reduced demand for our products or governmental investigations.
HPAI periodically affects the domestic poultry industry, leading to hen deaths. In fiscal 2015, an HPAI outbreak occurred in the Midwest of the U.S., affecting a substantial portion of our owned and third-party contracted flocks and materially impacting our financial results. In addition, in recent fiscal years, including fiscal 2025, we have been impacted by outbreaks of HPAI. Although we utilize biosecurity measures at our layer hen locations to protect against disease exposures and similar measures are used for our third-party contracted flocks, if our facilities, or if any of our third-party contracted flocks, are exposed to HPAI, such exposure could in the future affect a substantial portion of our production facilities in any year and have material adverse impacts on our businesses, financial condition, results of operations and cash flows. In addition, diseases affecting livestock occasionally impact sow supply, which could adversely affect our businesses, financial condition, results of operations and cash 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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include inflation, 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.S. 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.
The impacts of such conditions or events from time to time include:
• 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 dollar 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;
• customers managing their inventory levels or otherwise reducing their purchases of our products;
• disruptions in our supply chain;
• increased volatility in commodity or other input costs or availability, which could include substantial cost increases or input shortages as a result of product reformulations or packaging changes;
• increased uncollectible receivables or non-performance due to the financial instability of our customers, suppliers, distributors, third-party manufacturers or financial institutions or other counterparties;
• increases in labor-related costs;
• increases in the costs of equipment or other materials necessary for our planned capital projects;
• increased volatility in foreign currency exchange 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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hiring, integrating and training our workforce also require significant time and expense. Additionally, in recent years, we have been undergoing various network optimization projects, which have resulted or will result in workforce reductions of selected workers. If we fail to retain the necessary employees during and because of these projects, it could have material adverse impacts on our operations.
Further, we may lose the services of a member of our senior management team or another key employee, including due to a leave of absence for medical or other reasons. Our President and Chief Executive Officer took medical leave at the beginning of fiscal 2024, and our Executive Vice President and Chief Operating Officer served as our Interim President and Chief Executive Officer during such medical leave. While this leave ended and our officers resumed their regular roles in January 2024, any further transition, or any future loss of services of any key employee, including one or more members of our senior management team, could materially adversely impact our businesses, financial condition, results of operations and cash flows, significantly delay or prevent the achievement of our strategic objectives and operating goals and cause volatility in our stock price. In addition, our Executive Vice President and Chief Operating Officer announced his intention to retire in January 2026, and we announced a succession plan for his position. The effectiveness of our succession plan for this transition, or the failure to develop adequate succession plans in the future, could have material adverse impacts on us.
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.
As many of our costs, such as raw materials, 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 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.
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, including 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 or enhance our product portfolio could materially adversely impact 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 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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employees 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 afforded an opportunity for redress or correction. 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 materially adversely impacted.
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 technology failure or breach of their products, components, networks, security systems or infrastructure. Further, our increasing reliance on cloud-based and Software-as-a-Service (SaaS) solutions heightens our dependency on certain of these Third Parties, which, while this may shift certain of our operational and security risks to such Third Parties, increases our risks 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.
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. 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 effectiveness of our internal controls over financial reporting or our ability to adequately assess those controls in a timely manner. 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, 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 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 cybersecurity attacks, 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 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 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, especially with the public availability of generative AI, 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, employee, customer or consumer personal information and intellectual property (“General Cyber Events”). Although we have not detected a material
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cybersecurity 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 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 eliminated entirely and will evolve as 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 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. For more information regarding our cybersecurity activities, refer to Item 1C of this report.
Labor strikes or work stoppages by our employees or employees of third parties in our supply chain could harm our businesses.
Some of our employees 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 cash flows are from time to time adversely affected. In addition, we and other third parties in our supply chain periodically renegotiate the collective bargaining agreements in place at our and 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 cash flows could be adversely impacted. Further, there is no guarantee that we or third parties in our supply chain 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.
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;
• exposure to evolving regulations and stakeholder expectations related to environmental, social and governance matters, which could have significant implications on our operations, sourcing, products, marketing and disclosures, and the requirements of which could contradict one another;
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• the potential difficulty of enforcing intellectual property and contractual rights;
• 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.
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. In addition, we also engage in other transactions denominated in foreign currencies, including purchases of raw materials or product sales, which are remeasured at applicable exchange rates. Consequently, fluctuations in the value of foreign currencies relative to the U.S. Dollar may negatively affect the value and comparability of these items in our consolidated financial statements. In addition, any cash we hold in foreign jurisdictions is subject to volatility in, and unfavorable changes to, foreign currency exchange rates. Our primary 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.
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 and 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, supply chain disruptions and volatility in the credit and capital markets. Public health crises can occur suddenly and evolve rapidly, and the severity, magnitude, duration and 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, product quality and safety, nutritional profile, ingredients, effective promotional activities, product-related certifications, sourcing practices, product availability, variety, innovation, distribution, shelf space and product visibility, packaging, convenience and the ability to identify and satisfy dynamic, emerging consumer preferences. In most of our retail categories, we have both branded and private label products, which each compete with widely advertised branded products and private label products. Generally, branded products have an advantage over private label products primarily due to advertising and name recognition. However, private label products typically sell at a discount to those of branded competitors. Nevertheless, when branded competitors focus on price and promotion, private label products generally are disadvantaged because branded products have name recognition and the price differential between the private label and branded products becomes less significant, which could require us or our customers to lower prices or increase the use of discounting or promotional programs for our or our customers’ private label products.
Our businesses can be adversely affected if we are unable to effectively market our existing products or effectively develop, introduce or market new products, if we are unable to establish and convey our brand and product value to consumers, if we do not have adequate or desirable shelf space or product accessibility or visibility on online platforms, if we are unable to
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effectively leverage technology or develop the data analytics capabilities needed to generate actionable commercial insights and appropriately act on such insights, if we are unable to develop and maintain relationships with our customers, if our competitors spend more aggressively or effectively on advertising and promotional activities than we do or if we are otherwise unable to compete effectively. Further, increased competition can reduce our sales due to loss of market share or require us to reduce prices to respond to competitive and customer pressures or can result in increased capital, marketing or other expenditures. In recent years, smaller competitors have been gaining market share in categories in which our retail businesses compete. Competitive and customer pressures, as well as industry supply and market demand, also from time to time limit our ability to increase prices, including in response to increased costs (such as those resulting from inflation or new or increased tariffs).
We must identify changing consumer and customer preferences and behaviors and develop and offer products to meet these preferences and behaviors.
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, preferences for certain sales channels (including discount and eCommerce channels), attention to sourcing practices relating to 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.
In order to respond to changes in consumer or customer preferences, we are from time to time required to make significant capital investments in our processes and operations. For instance, our Foodservice and Refrigerated Retail segments have been, and 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, modify existing layer hen facilities and construct new cage-free layer hen housing and comply with other farm animal initiatives. Also, our businesses are, and 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, or are or may be required by changing regulatory requirements, to transition to recyclable, compostable or reusable packaging materials 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, or may conflict with each other.
The 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.
A limited number of customers represents a significant percentage of our consolidated net sales. Refer to “Customers” within “Business” in Item 1 of this report for a discussion of our major customers. The success of our businesses depends, in part, on our ability 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 supply products to these high-volume customers is intense. Our customers generally are not contractually obligated to purchase from us, and they frequently reevaluate the 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
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priority basis, reduce or relocate shelf space allotted to our products, reduce the visibility of our products on their digital platforms, demand reduced pricing or change the manner of doing business with us, which adversely affects our businesses, financial condition, results of operations and cash flows. In addition, from time to time, our retail customers offer branded and private label products that compete 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 flows may be materially adversely affected.
The retail channels in which we sell certain of our 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 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 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 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 compete. The consolidation 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. Further, in recent years, the traditional retail grocery outlets in the U.S. where 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 (including as a result 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-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.
Strategic Risks
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.
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, 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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• 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 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:
• the proposed sale may not be completed within the anticipated time frame or at all; 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, including contributing our equity interests in BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.) (“Old BellRing”) and BellRing Brands, LLC, plus cash, to BellRing in exchange for equity 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”), distributing 80.1% of our shares of BellRing common stock (“BellRing Common Stock”) to our shareholders in the BellRing Distribution and exchanging the BellRing Notes with certain of our lenders in satisfaction of certain of our debt obligations (the “Debt-for-Debt Exchange”). After the BellRing Distribution, we retained 14.2% of the outstanding shares of BellRing Common Stock. During August and November 2022, we completed two transactions (collectively, the “Debt-for-Equity Exchanges”) in which we transferred our remaining shares of BellRing Common Stock to certain of our lenders in satisfaction of certain debt obligations. Upon completion of the Debt-for-Equity Exchanges, we no longer held any interest in BellRing. Refer to “Our Business Model” within “Business” in Item 1 of this report for additional 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 and the Debt-for-Equity 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
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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 Debt-for-Debt Exchange or either or both of the Debt-for-Equity 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 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 Debt-for-Debt Exchange or either of the Debt-for-Equity 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 other companies in industries 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 or other companies in industries related to 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 and 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 $7,452.2 million in aggregate principal amount of total debt as of September 30, 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 $537.7 million at September 30, 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;
• 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;
• 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
• 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 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 inflation, new or increased tariffs or other trade restrictions, heightened interest rates, economic downturns or recessions), pressure from competitors, potential changes in consumer and customer preferences and behaviors, the success of product and marketing innovation and public health 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.
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, share repurchases, 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 inflation, new or increased tariffs or other trade restrictions, reduced consumer demand, heightened interest rates, economic downturns, recessions and public health crises, will affect our ability to satisfy our debt obligations, refinance our debt or obtain new 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 adverse macroeconomic conditions (including inflation, new or increased tariffs or other trade restrictions, 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.
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 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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businesses, result in interruptions to our businesses or increase our interest expense, any of which could have material adverse impacts on our businesses, financial condition, results of operations and cash flows.
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 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 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, other intangible assets or long-lived assets become impaired, we will be required to record impairment charges, which may be significant.
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 recoverable. In addition, 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 impairments of goodwill. In fiscal 2024, we had no impairments of goodwill. In fiscal 2025, 2024 and 2023, we had no impairments of 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 requirements for skilled employees have increased our labor costs, which have negatively impacted our profitability, and we expect this trend to continue. Although we continue to
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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 is from 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.
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 cause volatility in our net earnings.
We utilize derivative instruments to manage commodity price risk for some of our principal ingredient and energy costs. In addition, from time to time, we utilize derivative instruments to manage our foreign currency exchange rate and 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. When the fair value of these derivative instruments changes in an unpredictable or significantly favorable or unfavorable manner, we 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 foreign currency exchange rate and interest rate derivative instruments are reported in selling, general and administrative expenses and income/expense on swaps, net, respectively, 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 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 in our financial statements.
Legal, 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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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. 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 are vulnerable to contamination by naturally occurring 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. From time to time, we decide or are required 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 incidents from time to time result in destruction of ingredients and product inventory, product unavailability, negative publicity, temporary plant closings, supply chain interruption, substantial costs of compliance or remediation, fines or penalties or increased regulatory scrutiny, any of which could materially adversely affect our businesses, financial condition, results of operations and cash flows. New scientific discoveries regarding ingredients, microbes
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and food manufacturing may bring additional risks and latent liability. If consumption of any of our products were to cause illness, injury or death, we could be subject to claims asserted against us, which could be costly to defend or result in substantial monetary damages. We are from time to time involved in lawsuits relating to our products. In addition, adverse publicity, including claims, whether or not valid, regarding our product quality or safety, may adversely impact demand for our products or cause production and delivery disruptions. 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, this insurance coverage may not cover all or any losses associated with an event, and any of these events or a loss of consumer or customer confidence resulting from any such event could materially adversely impact our businesses, financial condition, results of operations and cash flows.
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, 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 operations. The food and beverage and pet food industries continue to face litigation alleging deceptive advertising and labeling or that consumption of products or certain ingredients may cause adverse 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 or demand for our products. The outcome of pending or future litigation is often difficult to predict, may not be consistent with our established reserves for such matters, may damage our reputation and may have materially adverse impacts on our businesses, financial condition, results of operations and cash flows. In addition, we may incur substantial costs and fees in defending such actions or asserting our 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 materially adverse 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 U.K. GDPR, the E.U. GDPR 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, existing laws, which may not have been promulgated as data privacy, data protection or data security frameworks, may be interpreted or applied in new ways by regulatory authorities or courts. Failure to comply with 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 or damage to our reputation, any of which could materially adversely affect our businesses, financial condition, results of operations and 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.
Acute 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, an affiliate of Golden Gate Capital Opportunity
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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 129 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.
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 (the “articles of incorporation”), our amended and restated 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 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);
• 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 matters contained 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 impacts on our businesses, financial condition, results of operations and 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. In the U.S., on July 4, 2025, the H.R.1 tax
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act (the “H.R.1 Tax Act”) was enacted, which includes significant changes to U.S. federal income tax law. While we anticipate certain cash tax reductions in future years as a result of the H.R.1 Tax Act, such benefits may not be realized to the extent we anticipate or at all, or the H.R.1 Tax Act may have unanticipated adverse impacts on us. Also, there can be no assurance that future tax law changes, or interpretations thereof, will not increase the rate of the corporate income tax significantly; impose new limitations on deductions, credits or other tax benefits; or make other changes that may adversely affect the performance of an investment in us. Furthermore, we are periodically subject to audits or assessments by various taxing authorities, and there is no assurance that the IRS, 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. The enactment of or increases in taxes or 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 adverse impacts on our businesses, financial condition, results of operations and 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 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 “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 8th Avenue noted therein, management determined that our internal control over financial reporting was effective as of September 30, 2025.
