| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Post Holdings, Inc. [ POST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/02/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/02/2026 | F | 2,544(1) | D | $90.94 | 35,433 | D | |||
| Common Stock | 07/02/2026 | F | 3,867(2) | D | $90.94 | 31,566 | D | |||
| Common Stock | 07/02/2026 | F | 3,551(3) | D | $90.94 | 28,015 | D | |||
| Common Stock | 686 | I | By Family Trust | |||||||
| Common Stock | 48,145 | I | By SLAT | |||||||
| Common Stock | 122,740 | I | By Spouse | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Surrender of shares in payment of additional tax withholding in accordance with Rule 16b-3 due as a result of the settlement of restricted stock units ("RSUs"), which were granted on November 14, 2023 under the Post Holdings, Inc. 2021 Long-Term Incentive Plan (the "Plan"), the vesting of which was accelerated in accordance with the terms of the Plan as a result of the Reporting Person's retirement as an officer of Post Holdings, Inc. (the "Company") on January 2, 2026 and the settlement of which was delayed for six months as required by Section 409A of the Internal Revenue Code (the "IRC"). The vesting and initial tax withholding related to these RSUs were previously disclosed on Reporting Person's Form 4 filed on January 6, 2026. |
| 2. Surrender of shares in payment of additional tax withholding in accordance with Rule 16b-3 due as a result of the settlement of RSUs, which were granted on November 12, 2024 under the Post Holdings, Inc. Amended and Restated 2021 Long-Term Incentive Plan (the "A&R Plan"), the vesting of which was accelerated in accordance with the terms of the A&R Plan as a result of the Reporting Person's retirement as an officer of the Company on January 2, 2026 and the settlement of which was delayed for six months as required by Section 409A of the IRC. The vesting and initial tax withholding related to these RSUs were previously disclosed on Reporting Person's Form 4 filed on January 6, 2026. |
| 3. Surrender of shares in payment of additional tax withholding in accordance with Rule 16b-3 due as a result of the settlement of RSUs, which were granted on November 18, 2025 under the A&R Plan, the vesting of which was accelerated in accordance with the terms of the A&R Plan as a result of the Reporting Person's retirement as an officer of the Company on January 2, 2026 and the settlement of which was delayed for six months as required by Section 409A of the IRC. The vesting and initial tax withholding related to these RSUs were previously disclosed on Reporting Person's Form 4 filed on January 6, 2026. |
| Remarks: |
| /s/ Diedre J. Gray, Attorney-in-Fact | 07/07/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||