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BCS

Current Report · Items 5.02, 9.01 · 8-K/A

POST HOLDINGS, INC.

POSTNYSEEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Executive Transitions As previously disclosed in the Original Form 8-K, on May 5, 2026, the Company’s Board of Directors (the “Board”) approved the transition of Robert V.…

Filed Aug 7, 2026Accepted Aug 7, 2026, 4:28 PM EDTCIK 1530950Accession 0001530950-26-000079
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Company context

Post Holdings, Inc., headquartered in St. Louis, Missouri, is a consumer packaged goods holding company with businesses operating in the center-of-the-store, refrigerated, foodservice and food ingredient categories. Its businesses include Post Consumer Brands, Weetabix, Michael Foods and Bob Evans Farms. Post Consumer Brands is a leader in the North American ready-to-eat cereal and pet food categories and also markets Peter Pan® peanut butter. Weetabix is home to the United Kingdom’s number one selling ready-to-eat cereal brand, Weetabix®. Michael Foods and Bob Evans Farms are leaders in refrigerated foods, delivering innovative, value-added egg and refrigerated potato side dish products to the foodservice and retail channels. Post participates in the private brand food category through its ownership interest in 8th Avenue Food & Provisions, Inc. For more information, visit www.postholdings.com.

Current securities

Historical securities (3)

Recent company filings

  1. 4 filingOct 26, 2026
  2. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of EthicsOct 16, 2026
  3. 4 filingOct 2, 2026
  4. 4 filingOct 2, 2026
  5. 4 filingOct 2, 2026

Registered securities in this filing

Post Holdings, Inc. · 8-K/A · Filed 2026-08-07

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, $0.01 par value per share

Symbol
POST
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: c-1

Dimensions: Not supplied

Accession 000153095026000079 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Executive Transitions As previously disclosed in the Original Form 8-K, on May 5, 2026, the Company’s Board of Directors (the “Board”) approved the transition of Robert V. Vitale, the Company’s current President and Chief Executive Officer, to the role of Executive Chairman of the Company, and the appointment of Nicolas Catoggio, the Company’s current Executive Vice President and Chief Operating Officer, to the role of President and Chief Executive Officer of the Company, both of which will be effective October 1, 2026. Compensation Arrangements of Mr. Vitale as Executive Chairman In connection with his appointment as Executive Chairman of the Company, the Company entered into an offer letter agreement with Mr. Vitale on August 5, 2026, which the Corporate Governance and Compensation Committee of the Board (the “Committee”) approved on August 4, 2026, setting forth the compensation Mr. Vitale will receive in his new role. Mr. Vitale’s offer letter provides that he will have an annual base salary of $1,287,500, subject to periodic review and adjustment, and that he will continue to be eligible to participate in the Company’s Senior Management Bonus Program (the “Bonus Program”), with a target bonus of 50% of his annual base salary, which is expected to be subject to achievement based on the Company’s Adjusted EBITDA for fiscal year 2027. In fiscal year 2027, Mr. Vitale is expected to also be granted the following equity awards: • An award of time-based vesting restricted stock units (“RSUs”) with a fair market value of $1,034,375. • An award of performance-based restricted stock units (“PRSUs”) with a fair market value of $1,034,375. These PRSUs will vest from 0% to 260% based on the Company’s total shareholder return (“TSR”) ranking compared to TSR rankings of peer companies in the Russell 3000 Packaged Foods and Meats index over a three-year performance period. In his new role, Mr. Vitale will continue to be eligible to participate in the Post Holdings, Inc. Supplemental Executive Retirement Plan and the Post Holdings, Inc. Executive Severance Plan, as well as the Company’s health and welfare benefit plans and the Post Holdings, Inc. Savings Investment Plan. Compensation Arrangements of Mr. Catoggio as President and Chief Executive Officer In connection with his appointment as President and Chief Executive Officer of the Company, the Company entered into an offer letter agreement with Mr. Catoggio on August 5, 2026, which the Committee approved on August 4, 2026, setting forth the compensation that Mr. Catoggio will receive in his new role. Mr. Catoggio’s offer letter provides that he will receive an annual base salary of $900,000, subject to periodic review and adjustment, and that he will continue to be eligible to participate in the Bonus Program, with a target bonus of 115% of his annual base salary, which is expected to be subject to achievement based on the Company’s Adjusted EBITDA for fiscal year 2027. In fiscal year 2027, Mr. Catoggio is expected to also be granted the following equity awards: • An award of time-based vesting RSUs with a fair market value of $3,407,500. • An award of PRSUs with a fair market value of $3,407,500. These PRSUs will vest from 0% to 260% based on the Company’s TSR ranking compared to TSR rankings of peer companies in the Russell 3000 Packaged Foods and Meats index over a three-year performance period. • A promotion grant of three-year vesting equity with a fair market value of $2,500,000 expected to be evenly divided between RSUs and PRSUs. In his new role, Mr. Catoggio will continue to be eligible to participate in the Post Holdings, Inc. Supplemental Executive Retirement Plan and the Post Holdings, Inc. Executive Severance Plan, as well as the Company’s health and welfare benefit plans and the Post Holdings, Inc. Savings Investment Plan. The foregoing descriptions of the offer letters for Mr. Vitale and Mr. Catoggio do not purport to be complete and are qualified in their entirety by the full text of the agreements, which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.

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