Risk Factors - POST

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$POST Risk Factor changes from 00/11/15/24/2024 to 00/11/21/25/2025

ITEM 1A. RISK FACTORSIn 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. RISK FACTORSIn 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 a material adverse effect 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 RisksIncreased 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. The supply and price of these inputs are subject to market conditions and are impacted by many factors beyond our control, including inflation, labor shortages, strikes or other labor unrest or other workforce disruptions, diseases affecting livestock (including HPAI outbreaks and swine outbreaks that occur from time to time), increased fuel costs, limited freight carrier availability, increased compliance costs associated with new or changing government regulations, information systems disruptions or failures (including due to cybersecurity incidents), animal feed costs, agricultural yield, 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, increased demand, any naturally occurring or climate change induced acute (including extreme weather and natural disasters) or chronic (including prolonged temperature and weather patterns) climatic events, fire, water stress or usage regulation, governmental programs, incentives or controls, regulations or trade and tariff policies, 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. 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. 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. Similarly, from time to time, we experience diminished supply or shortages of certain of our inputs, which has resulted, and may in the future result, in us paying increased amounts for such inputs or has impacted, and may in the future impact, our ability to produce 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. 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, if we fail, or are unable, to hedge and prices subsequently increase, or if we institute a hedge and prices subsequently decrease, our costs may be greater than anticipated or greater than our competitors’ costs, and our businesses, financial condition, results of operations and cash flows could be 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).From time to time, we take measures to mitigate the impact of adverse macroeconomic conditions, including increased costs for ingredients, packaging, energy, other supplies and freight and employee-related costs, through pricing measures (such as increasing the selling 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. However, the prices charged for our products may not reflect changes in our costs or the impact of other adverse events 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. When these measures are ineffective or are not implemented in a timely manner, changes in costs or the impact of other adverse macroeconomic conditions from time to time limit our ability to maintain existing margins and otherwise materially 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. Further, from time to time, we are not able to raise our prices sufficiently in response to cost increases or other adverse macroeconomic conditions (including when inflation or cost increases outpace our price elasticities or as a result of competitive pressures). 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.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 quantity 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 costs of production. Any actual or potential 13Table of Contentscontamination 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. Any actual or potential 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. Although we utilize biosecurity measures at our layer hen locations to protect against disease exposures, if our facilities are exposed to diseases and pests, such exposure could in the future affect a substantial portion of our production facilities in any year and have a material adverse effect 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. From time to time, damage or disruption to our collective supply, manufacturing, warehousing or distribution capabilities resulting from inflation, the need for repairs or enhancements at facilities (including delays in repairing, obtaining and installing equipment), execution issues, labor shortages, strikes or other labor unrest or other workforce disruptions, diseases affecting livestock (such as HPAI outbreaks that occur from time to time), insufficient product or input availability, operational or financial instability of parties in our supply chain, limited freight carrier availability, information systems disruptions or failures (including due to cybersecurity incidents), public health crises (such as the COVID-19 pandemic), government shutdowns, governmental restrictions or mandates, war or armed hostilities, geopolitical events or tensions, national or international disputes, terrorism or other acts of violence, border closures, any naturally occurring or climate change induced acute (including extreme weather and natural disasters) or chronic (including prolonged temperature and weather patterns) climatic events, prolonged power outages, fire or evacuations related thereto, water stress or usage regulation, insects or pests, plant diseases, explosions or other reasons impairs our ability to source inputs or manufacture, sell or timely deliver our products. 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. 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 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. 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 when an input is sourced from, or a product is manufactured at, a single location, could adversely affect our businesses, financial condition, results of operations and cash flows and require 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, certain of our relationships with third-party manufacturers and suppliers require us to purchase minimum volumes, and we have in the past incurred and could in the future incur significant penalties if we do not purchase the minimum 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. 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), and our inability to meet demand for our products could adversely impact 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 14Table of Contentsinclude 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. Freight costs are impacted by many factors beyond our control, including inflation, labor shortages, strikes or other labor unrest or other workforce disruptions, increased fuel costs, limited freight carrier availability, increased compliance costs associated with new or changing government regulations, information systems disruptions or failures (including due to cybersecurity incidents), accidents, public health crises (such as the COVID-19 pandemic), war or armed hostilities (such as the ongoing conflict in Ukraine), geopolitical events or tensions, national or international disputes, terrorism or other acts of violence, increased demand and any naturally occurring or climate change induced acute (including extreme weather and natural disasters) or chronic (including prolonged temperature and weather patterns) climatic events and the impacts therefrom. 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. economy or result in disagreements on trade terms, then the impact to our operations, financial condition, results of operations and cash flows could be material. 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.Although we do not have operations in Russia, Ukraine or Belarus and do not have significant direct exposure to customers in those countries, the conflict in Ukraine 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.We may not be able to operate successfully if we lose the services of key employees or are unable to recruit, hire, retain and develop a qualified workforce. 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, our ability to achieve our operating goals depends upon our ability to recruit, hire, retain and develop a qualified workforce 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. 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, 15Table of Contentshiring, integrating and training our workforce also require significant time and expense. Activities relating to recruiting, hiring, integrating and training our workforce also may 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.Further, a member of our senior management team or another key employee may find it necessary to take a leave of absence due to 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.Unsuccessful implementation of business strategies to reduce costs, or unintended consequences of the implementation of such strategies, may adversely affect our businesses, 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. Also, water is essential to our businesses and the safety of our products, and the impacts of these circumstances may cause unpredictable availability of, or usage restrictions on, water of acceptable quality, which may lead to, among other things, adverse effects on our or our third-party suppliers’ or manufacturers’ operations. 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.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. The development and introduction of new products involves risks, such as 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. Our failure to successfully add new customers, enter into new markets, expand our business with existing customers or enhance our product portfolio could have a material adverse effect on 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.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. Our reputation could be adversely affected by a number of factors, including adverse publicity (whether or not valid) about us, our business practices, brands, products, ingredients, packaging, 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), any failure or perceived failure to achieve sufficient environmental, social and governance performance or any failure or perceived failure to act in a manner consistent with 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, 16Table of Contentsemployees 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. 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. 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. 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. In addition, there is a risk of business interruption, competitive loss, litigation, violation of data privacy laws, reputational damage and other losses from such events, including any leaks of confidential or personal information 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).Cyber attacks and other cybersecurity incidents are occurring more frequently, are constantly evolving in nature, especially with the public availability of generative artificial intelligence, 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 17Table of Contentscybersecurity 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. Although we have not detected a material security 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. We implement and maintain systems and processes aimed at detecting and preventing information 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. Despite our efforts, the possibility of information 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 artificial intelligence 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. An information 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. Labor strikes or work stoppages by our employees 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. A dispute with a union or employees represented by a union could result 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. If a strike or work stoppage were to occur, our businesses, financial condition, results of operations and cash flows could be 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. If, as such agreements expire, we 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. Further, there is no guarantee that we 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. 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;18Table of Contents•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. Bribery Act), food safety and marketing 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 changes to such treaties, 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; •exposure to evolving regulations and stakeholder expectations related to environmental, social and governance matters, which could have significant implications on our operations, products, marketing and disclosures; •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.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. dollar may negatively affect the value 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. Our principal 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. The COVID-19 pandemic also resulted in broader economic and operational challenges, including heightened inflation, labor shortages, volatility in commodity and operating costs and supply chain disruptions. 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. Public health crises 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 RisksOur 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 operate in the mature RTE cereal category, and the 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. 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. Continuing weakness 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. 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. Competition in our categories is based on, among other things, brand appeal, recognition and loyalty, taste, nutritional value, price, ingredients, sourcing practices, product quality and safety, product availability, variety, innovation, distribution, shelf space and product visibility, packaging, convenience, effective promotional activities 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.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. 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 19Table of Contentseffectively 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. Increased competition can reduce our sales due to loss of market share or the need 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. In addition, 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). Competitive and customer pressures, as well as industry supply and market demand, 20Table of Contentsalso from time to time limit our ability to increase prices, including in response to increased costs (such as those resulting from inflation). We must identify changing consumer and customer preferences and behaviors and develop and offer products to meet these preferences and behaviors.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. 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 and to continue to develop and offer products that appeal to consumers and customers through the sales channels that they prefer. 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. Adverse macroeconomic economic conditions, including inflation, increased unemployment, slow economic growth or recessions, public health crises (such as the COVID-19 pandemic), severe or unusual climatic events or other factors have in the past impacted and may in the future 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. In addition, 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. For instance, our Foodservice and Refrigerated Retail segments are, and will 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. Also, our businesses are, and we expect 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. 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 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. A limited number of customers represents a large 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. Negative social media posts or comments (whether or not valid) about us, our business practices, brands, products, ingredients, packaging, sponsorship or endorsement relationships, directors, employees or third-party suppliers, manufacturers, licensors or licensees, others in our supply chain or the food and beverage or pet food industries generally in the media could damage our brands and reputation. 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 20Table of Contentspriority 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. 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 priority basis, reduce 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. In the event of a loss of any of our large customers, a significant reduction of purchases by any of our large customers or the bankruptcy or serious financial difficulty of any of our large 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. As the landscape continues to change and customers grow 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. If we are unable to respond to 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. The consolidation in the retail and foodservice channels also increases the risk that adverse changes to our customers’ business operations or financial performance could have a material adverse effect on us. Further, in recent years, the traditional retail grocery outlets in the U. Further, 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. where certain of our businesses are concentrated have experienced slower growth in recent years 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.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. In addition, future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and amortization expenses related to certain intangible 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.We may experience difficulties in integrating acquired businesses, 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. The successful integration of these acquisitions depends upon our ability to manage the operations and personnel of the acquired 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:21Table of Contents•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.In addition, our equity investments, such as our investments in 8th Avenue, 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 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. In March 2022, we completed a series of transactions related to a divestiture of a substantial portion of our interest in BellRing Brands, 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”).1% of our shares of BellRing common stock (“BellRing Common Stock”) to our shareholders in the BellRing Distribution and exchanging the BellRing Notes to 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 22Table of Contentsbased 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. The tax opinion was 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. federal income tax purposes, which could materially adversely affect our businesses, financial condition 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. shareholders who received shares of BellRing Common Stock in the BellRing 24Table of ContentsDistribution 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. Any failure by BellRing to satisfy these periodic payments, which could be substantial, could materially adversely affect our businesses, financial condition 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. 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. 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 RisksWe 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.Financial RisksWe 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. We had $6,845. 2 million in aggregate principal amount of total debt as of September 30, 2025, which includes $440.1 million in aggregate principal amount of total debt as of September 30, 2024. 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).0 million at September 30, 2024 (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; 23Table of Contents•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.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; •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; •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 economic and industry conditions; 25Table of Contents•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.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;•increase our vulnerability to adverse macroeconomic or industry conditions; 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. Our ability to meet expenses and 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, 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.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. 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. 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, 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. Prevailing economic conditions and financial, business, competitive, legislative, regulatory and other factors, many of which are beyond our control, including inflation, 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.24Table of ContentsThe 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.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 a material adverse effect 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.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. 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 pay dividends, 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. Various risks, uncertainties and events beyond our control, including adverse macroeconomic conditions (including inflation, 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.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 26Table of Contentsall 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. and global capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing and disrupt the operations of our third-party suppliers, manufacturers, customers or distributors 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.Although we do not have operations in Russia, Ukraine or Belarus and do not have significant direct exposure to customers in those countries, the conflict in Ukraine 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. 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. Our businesses also could be negatively impacted if the third parties and others on which we rely, including third-party suppliers, manufacturers, carriers, customers 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 25Table of Contentsbusinesses, 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. Any of these risks could impair our ability to fund our operations, limit our 27Table of Contentsability to expand our businesses, result in interruptions to our businesses or increase our interest expense, any of which could have a material adverse impact 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.From time to time, we release guidance regarding our future performance, the future performance of some or all of our unconsolidated and consolidated subsidiaries or the expected future performance of companies or businesses that we have agreed to acquire. 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.Impairment in the carrying value of intangible assets or long-lived assets 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. Management reviews all intangible assets for impairment on at least an annual basis or whenever events or changes in circumstances indicate that their carrying value may be impaired. 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. In addition, definite-lived intangible assets, property, plant and equipment 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. Impairments 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 and 2022, we had no impairments of goodwill or other intangible assets. 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. In fiscal 2024, 2023 and 2022, we had no impairments of 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. Refer to Notes 2 and 9 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. Refer to Note 2 within “Notes to Consolidated Financial Statements” in Item 8 of this report for a discussion of our long-lived assets. 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. Inflationary pressures, shortages in the labor market and increased competition for skilled and talented employees have increased our labor costs, which have negatively impacted our profitability, and we expect this trend to continue into fiscal 2025, although there has been some alleviation of wage pressures. Although we continue to 26Table of Contentsdevelop 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. Although we continue to develop and enhance opportunities for efficient work processes, including using robotic technology and other artificial intelligence 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. Labor costs also include the 28Table of Contentscosts 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. With 11,480 employees as of November 1, 2024 (which excludes the employees of our unconsolidated subsidiaries), our profitability is from time to time substantially 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. Although we try to control these costs, they can vary because of changes in health care laws 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.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. In addition, from time to time, we utilize derivative instruments to manage our 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. If the fair value of these derivative instruments changes in an unpredictable or significantly favorable or unfavorable manner, we may 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 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.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 industry 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 may experience losses or be subject to increased funding and expenses 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.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 RisksViolations 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. 27Table of Contentsmember 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. If we are found to be significantly out of compliance with applicable laws, regulations or permits, an enforcement authority could issue a warning letter, institute enforcement actions or both, which could result in additional costs, product detentions, substantial delays in production or even a temporary shutdown in manufacturing 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.Changes in applicable legal or regulatory requirements, including new food safety requirements, revised labeling requirements for human or pet food (such as front of pack labeling requirements, changes to standards for health claims and pet food label modernization), 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 climate change 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. In addition, the results of elections, referendums or other political conditions 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. The limited availability of government inspectors due to a government shutdown, 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. Additionally, many of the ingredients used to make certain of our products, including eggs, pork, nuts, raw potatoes, grains, dairy, raw meat and poultry, are vulnerable to contamination by naturally occurring molds and 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. From time to time, we need 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. Such an incident has in the past resulted and could in the future result in destruction of product ingredients and inventory, negative publicity, temporary plant closings, supply chain interruption, substantial costs of compliance or remediation, fines or increased scrutiny by federal, state or foreign regulatory agencies, any of which could materially adversely affect our businesses, financial condition, results of operations and cash flows. New scientific discoveries regarding ingredients, microbes 28Table of Contentsand food manufacturing may bring additional risks and latent liability. New scientific discoveries regarding ingredients, microbes 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. In addition, adverse publicity, including claims, whether or not valid, that our products or ingredients are unsafe or of poor quality, may discourage consumers or customers from buying 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. 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.We are, or may become, party to various lawsuits and claims arising in the normal course of business, which may include lawsuits or claims relating to contracts, intellectual property, product recalls, product liability, the advertising, marketing, labeling or certification of products, employment matters, environmental matters, data privacy or security or other aspects of our business. 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. The outcome of pending or future litigation is often difficult to predict, may not be consistent with our established reserves for such matters and may have a material adverse effect 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. In addition, insurance carriers may seek to rescind or deny coverage with respect to pending or future claims or lawsuits. 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. Any of these consequences could have a material adverse effect 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. 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. 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., from state to state, which can create complexity in our compliance efforts. Our efforts to comply with such requirements, including the U. Our efforts to comply with such requirements, including the General Data Protection Regulation, the E. 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. Data Privacy Framework 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. Failure to comply with these requirements or to otherwise protect personal data from unauthorized access, use or other processing could result in substantial penalties or fines, regulatory proceedings, litigation and damage to our reputation, any of which could 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. 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 31Table of Contentsrequirements, 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. There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere have caused and will continue to cause increases in the frequency or severity of any acute (including extreme weather and natural disasters) or chronic (including prolonged temperature and weather patterns) climatic events, fire and water stress. 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. 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, including wheat, oats, corn and other grain products, sugar, fruit, nuts, eggs, potatoes, animal proteins and dairy 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. In addition, increases in the frequency and severity of extreme weather or natural disasters may result in damage or disruptions to our manufacturing operations or our third-party suppliers’ or manufacturers’ or customers’ 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 mandatory or voluntary 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 29Table of Contentsother things, adverse impacts on our or our third-party suppliers’ or manufacturers’ operations. Also, water is essential to our businesses and the safety of our products, and the impacts of these circumstances may cause unpredictable availability of, or usage restrictions on, water of acceptable quality, which may lead to, among other things, adverse effects 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. Collecting, measuring, analyzing and auditing 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. Our compliance, or our customers’ or third-party suppliers’ or manufacturers’ compliance, with existing laws and regulations and new laws or regulations enacted in the future, or any changes in how existing laws or regulations are enforced, administered or interpreted, may lead to an increase in compliance 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 a material adverse effect 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.Governmental regulations also affect or regulate taxes and levies, tariffs, import and export restrictions, healthcare costs, competition, data privacy and security and related disclosures, usage of artificial intelligence, immigration and labor issues, including human rights, governmental assistance programs and incentives (as examples, the discontinuation of the heightened Supplemental Nutrition Assistance Program benefits during fiscal 2023 and the resumption of student loan repayments during 30Table of Contentsfiscal 2024, both of which were benefits that had been put in place during the COVID-19 pandemic and the removal of which we believe have adversely impacted us in recent fiscal years) and other regulatory matters, any or all of which may have a direct or indirect effect on our businesses or the businesses of our customers, third-party suppliers or manufacturers or others in our supply chain. 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 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.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.We 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. Additionally, a successful claim of infringement against us 32Table of Contentscould 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 operating profits and harm our future prospects. 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 30Table of ContentsFund, 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. 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 governments or courts of law 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.Our restated amended and restated articles of incorporation (the “articles of incorporation”), our amended and restated bylaws (the “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. These provisions include, among others:•our Board of Directors fixes the number of members on the Board of Directors;33Table of Contents•elimination of the rights of our shareholders to act by written consent (except when such consent is unanimous) and to call shareholder meetings;•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 amendments to 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 FactorsChanges 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 31Table of Contentsact (the “H.R.1 Tax Act”) was enacted, which includes significant changes to U.S. federal income tax law. federal income tax purposes). 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. There can be no assurance that future tax law changes 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 enactment of or increases in 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 an adverse effect 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 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. In addition, the stock market in general has experienced extreme price and volume fluctuations that often have been 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. 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. 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. 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. 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. If our management cannot favorably assess the 34Table of Contentseffectiveness 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. As discussed under “Management’s Report on Internal Control Over Financial Reporting” in Item 9A of this report, management determined that our internal control over financial reporting was effective as of September 30, 2024. ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 1C. CYBERSECURITYCybersecurity Risk Management and StrategyCybersecurity risk management is a critical component of our overall risk management.32Table of ContentsGiven our decentralized and adaptive operating model, each of our businesses is responsible for implementing and managing its own cybersecurity program, following our established enterprise-wide standards and strategy and using the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”), which outlines industry-wide best practices addressing the components of a cybersecurity program.Given our decentralized and adaptive operating model, each of our businesses is responsible for implementing and managing its own cybersecurity program, following our established enterprise-wide standards and strategy and using the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”), which outlines industry-wide best practices addressing the components of a cybersecurity program. We utilize a third party to routinely assess the alignment of the cybersecurity programs across our organization with the NIST CSF and the program maturity in each of the included objectives. The results of these assessments are used to develop a risk-informed approach to our prioritization and allocation of resources and investment. We employ industry standard security controls and technologies to protect our information technology (“IT”) environment and to monitor for and detect anomalous activity. Our IT security controls and technologies are designed to protect the confidentiality, integrity and availability of our processes and systems. Across our organization, our IT security architecture and controls are designed using a risk-based approach that takes into account the effectiveness of the controls, the likelihood and severity of the risk, the current threat landscape, known industry-specific threats and the likely impact of a breach with and without the respective controls. Our controls and technologies are evaluated regularly for their relevancy to the current threat landscape. We retain a risk register to catalog known risks and assess their potential impact on our organization, enabling our proactive management of such risks and the development and implementation of mitigation strategies. We also utilize independent third parties to perform annual penetration tests at each of our businesses, allowing us to internally and externally test the controls in our facilities, networks, devices and cloud environments. In addition, we maintain and test backup and recovery systems and disaster recovery of our critical systems that are required to support our core business operations. Our Company depends on third-party technology providers that are critical to our business operations through software, services, solutions and hosting. We utilize programs to assess the controls of these providers in an effort to reduce the likelihood of potential impacts to the confidentiality, integrity and availability of our systems. We also design our systems and the ways such providers may access our systems to limit their ability to impact our operations or systems beyond what they require. In addition, for third parties that may hold our information on their own systems, we implement processes to gather information about how such third parties secure their systems, which may include obtaining and reviewing attestations and reports from the third parties.To help raise employee awareness of current cybersecurity threats and tactics, in particular social engineering, we provide training to our employees so that they can help identify risks and protect our organization.35Table of ContentsTo help raise employee awareness of current cybersecurity threats and tactics, in particular social engineering, we provide training to our employees so that they can help identify risks and protect our organization. Through annual training, monthly phishing simulation tests, newsletters and other information postings, we educate our employees and reinforce our processes to report any suspicious activity.In the event of a cybersecurity incident, our businesses maintain incident response plans meeting certain enterprise-established standards. Such incident response plans address the roles and responsibilities of personnel across our enterprise, required steps to take in response to an incident, incident communications plans, designated contacts for outlined response activities and playbooks to guide responses to certain common types of threats that we face. These incident response plans are reviewed and updated at least annually, with table-top exercises performed at least annually. We also have established relationships with various third-party experts and advisors to provide support in the event of a cybersecurity incident. In addition, we maintain insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of cybersecurity incidents. In conjunction with our incident response plans, we also have a process to assess whether a cybersecurity incident triggers applicable regulatory reporting obligations.We (or third parties we rely upon) may not be able to fully, continuously and effectively implement security controls as intended, or the controls we implement may be inadequate or fail to address a particular risk. For further discussion of these risks, see “Business and Operating Risks – Technology failures or cybersecurity incidents could disrupt our operations and negatively impact our businesses” within “Risk Factors” in Item 1A of this report. For further discussion of these risks, see “Risk Factors – Business and Operating Risks – Technology failures or cybersecurity incidents could disrupt our operations and negatively impact our businesses” in Item 1A of this report. While we are regularly targeted by cybersecurity threats, including cybersecurity attacks, ransomware and other cybersecurity breaches, and we expect them to continue in the future, during the year ended September 30, 2025, we did not identify any risks from cybersecurity threats that materially impacted or are reasonably likely to materially impact us.GovernanceVarious individuals and teams throughout our organization are responsible for the oversight and management of cybersecurity risk for our organization.Board of Directors OversightThe Audit Committee of our Board of Directors has overall responsibility for the oversight of cybersecurity and other technology risks. The Audit Committee receives updates, on at least a quarterly basis, from our Chief Information Officer (the “CIO”) and our Chief Information Security Officer (the “CISO”) regarding our enterprise-wide cybersecurity program, which may address a range of topics, including the health, efficacy and maturity of our cybersecurity programs, the results of various 33Table of Contentsassessments periodically performed on our IT environment, emerging threats and trends, including regarding AI, and cybersecurity events. The Audit Committee receives updates, on at least a quarterly basis, from our Chief Information Officer (the “CIO”) and our Chief Information Security Officer (the “CISO”) regarding our enterprise-wide cybersecurity program, which may address a range of topics, including the health, efficacy and maturity of our cybersecurity programs, the results of various assessments periodically performed on our IT environment, emerging threats and trends and cybersecurity events. Management OversightOur CISO, who reports to our CIO, has overall responsibility for our enterprise-wide cybersecurity activities. The CISO is responsible for establishing the strategy, architecture, policies, procedures and standards related to cybersecurity across our organization. Each business then has a Security Lead, who reports to that business’s IT leadership, responsible for the strategy, implementation and operation of that business’s cybersecurity program (collectively, our CISO, CIO and the Security Leads are referred to as our “Security Team”). Our CISO holds a master’s degree in information systems and has over twenty years of IT experience, including significant experience dedicated to cybersecurity and IT risk management. Our CISO holds a master’s degree in information systems and has over twenty-two years of IT experience, including eight years of experience dedicated to cybersecurity and IT risk management. Having been with Post in various IT capacities since 2012, including approximately five years as the head of cybersecurity, his extensive knowledge of our IT systems and controls is instrumental in safeguarding our digital infrastructure. Having spent over twelve years at Post in various IT capacities, including approximately four years as the head of cybersecurity, his extensive knowledge of our IT systems and controls is instrumental in safeguarding our digital infrastructure. Our CIO’s background encompasses over twenty-five years of IT experience, including many years of cybersecurity and risk management oversight, and numerous years of experience in supply chain and business transformation leadership. Our CIO’s background encompasses approximately twenty-six years of IT experience, including approximately six years of cybersecurity and risk management oversight, and approximately six years in supply chain and business transformation leadership. This experience includes approximately thirty years in various roles of increasing responsibility at Bob Evans, which Post acquired in 2018, ultimately serving as the CIO of Bob Evans for approximately four years before becoming our CIO in 2022. This includes over thirty years in various roles of increasing responsibility at Bob Evans, which Post acquired in 2018, ultimately serving as the CIO of Bob Evans for approximately four years before becoming our CIO in 2022. His broad knowledge and significant experience enable him to have a holistic risk management view across our organization. In addition, members of our Security Team participate in industry specific organizations that allow us to share information about threats and risks facing our industry, share best practices across our industry and work together to find opportunities to strengthen our industry. Members of our Security Team also have established and maintain relationships with governmental entities, which have helped inform our cybersecurity incident response planning and the protection of our IT environment.Our Security Council, comprised of the Security Leads from each business and led by our CISO, meets on a monthly basis to discuss emerging trends and threats, share cybersecurity practices across our organization and discuss potential issues. Our Enterprise Security Risk Group (the “ESRG”), which is comprised of a cross functional group of leaders from our organization representing legal, finance, human resources, compliance and internal audit and is led by the CISO, meets at least quarterly to review cybersecurity program performance, cybersecurity risks, progress on projects and risk remediation activities. In addition, the Security Leads report on their cybersecurity programs to the CISO and the ESRG on a quarterly basis..