Post Holdings, Inc.POST
Post Holdings, Inc. Stock Compensation Disclosure
STOCK-BASED COMPENSATION
Long-Term Incentive Plans
The Company’s employees participate in various Company long-term incentive plans (the “Long-Term Incentive Plans”). On January 27, 2022, the Company’s shareholders approved the 2021 Long-Term Incentive Plan (the “2021 Plan”), which permitted the issuance of stock-based compensation awards of up to 2.4 million shares, plus shares remaining to be issued under the 2019 Long-Term Incentive Plan (including any shares assumed thereunder from the 2016 and 2012 Long-Term Incentive Plans) which were transferred to the 2021 Plan upon its effectiveness as well as shares underlying awards previously issued under any of the Long-Term Incentive Plans which awards are later forfeited. On January 30, 2025, the Company’s shareholders approved the Amended and Restated 2021 Long-Term Incentive Plan (the “A&R 2021 Plan”) which increased the number of shares available to be issued under the A&R 2021 Plan by 1.8 million shares. Awards issued under the Long-Term Incentive Plans have a maximum term of 10 years.
Total compensation cost for the Company’s cash and non-cash stock-based compensation awards recognized in the years ended September 30, 2025, 2024 and 2023 was $81.7, $85.1 and $77.8, respectively, and the related recognized deferred tax benefit for each of those years was approximately $9.8, $11.2 and $10.5, respectively. As of September 30, 2025, the total compensation cost related to the Company’s non-vested awards not yet recognized was $75.7, which is expected to be recognized over a weighted-average period of 1.2 years.
Stock Appreciation Rights (“SARs”)
| SARs | Weighted- Average Exercise Price Per Share | ||||||||||
| Outstanding at September 30, 2024 | 29,656 | $ | 37.53 | ||||||||
| Granted | — | ||||||||||
| Exercised | (29,656) | 37.53 | |||||||||
| Forfeited | — | ||||||||||
| Expired | — | ||||||||||
| Outstanding at September 30, 2025 | — | ||||||||||
There were no SARs granted during the years ended September 30, 2025, 2024 or 2023 and all outstanding SARs were exercised during the year ended September 30, 2025. Upon exercise of each SAR, the holder received the number of shares of Post common stock equal in value to the difference between the exercise price and the fair market value at the date of exercise, less all applicable taxes. The total intrinsic value of SARs exercised was $2.1, $1.4 and $1.9 during the years ended September 30, 2025, 2024 and 2023, respectively.
Stock Options
$ in millions, except per share | Stock Options | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Term in Years | Aggregate Intrinsic Value | |||||||||||||||||||
| Outstanding at September 30, 2024 | 351,081 | $ | 57.99 | ||||||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | (116,090) | 57.72 | |||||||||||||||||||||
| Forfeited | — | — | |||||||||||||||||||||
| Expired | — | — | |||||||||||||||||||||
| Outstanding at September 30, 2025 | 234,991 | 58.13 | 2.62 | $ | 11.6 | ||||||||||||||||||
| Vested and expected to vest as of September 30, 2025 | 234,991 | 58.13 | 2.62 | 11.6 | |||||||||||||||||||
| Exercisable at September 30, 2025 | 234,991 | 58.13 | 2.62 | 11.6 | |||||||||||||||||||
There were no stock options granted during the years ended September 30, 2025, 2024 or 2023. The total intrinsic value of stock options exercised was $6.8, $24.2 and $14.1 in the years ended September 30, 2025, 2024 and 2023, respectively. The Company received proceeds from the exercise of stock options of $6.7, $2.9 and $3.9 during the years ended September 30, 2025, 2024 and 2023, respectively.
Restricted Stock Units (“RSUs”)
| RSUs | Weighted- Average Grant Date Fair Value Per Share | ||||||||||
| Nonvested at September 30, 2024 | 994,334 | $ | 85.41 | ||||||||
| Granted | 431,004 | 111.99 | |||||||||
| Vested | (594,328) | 84.13 | |||||||||
| Forfeited | (45,941) | 95.94 | |||||||||
| Nonvested at September 30, 2025 | 785,069 | 97.91 | |||||||||
The grant date fair value of each RSU award was determined based upon the closing price of the Company’s common stock on the date of grant. The weighted-average grant date fair value of nonvested RSUs was $97.91, $85.41 and $79.99 at September 30, 2025, 2024 and 2023, respectively. The total vest date fair value of RSUs that vested during fiscal 2025, 2024 and 2023 was $67.7, $48.9 and $68.9, respectively.
Cash-Settled Restricted Stock Units (“Cash RSUs”)
| Cash RSUs | Weighted- Average Grant Date Fair Value Per Share | ||||||||||
| Nonvested at September 30, 2024 | 1,910 | $ | 106.28 | ||||||||
| Granted | — | — | |||||||||
| Vested | — | — | |||||||||
| Forfeited | — | — | |||||||||
| Nonvested at September 30, 2025 | 1,910 | 106.28 | |||||||||
At September 30, 2025, the nonvested Cash RSUs were valued at the greater of the closing stock price of the Company’s common stock or the grant price of $106.28. Cash used by the Company to settle Cash RSUs was $1.3 and $1.4 for the years ended September 30, 2024 and 2023, respectively. There were no Cash RSUs settled during the year ended September 30, 2025.
Earnings-Based Performance Restricted Stock Units (“Earnings PRSUs”)
| Earnings PRSUs | Weighted- Average Grant Date Fair Value Per Share | ||||||||||
| Nonvested at September 30, 2024 | 231,466 | $ | 87.37 | ||||||||
| Granted | 136,925 | 120.48 | |||||||||
Adjustment for performance achievement (a) | 6,084 | n/a | |||||||||
| Vested | (170,250) | 87.48 | |||||||||
| Forfeited | (9,614) | 106.18 | |||||||||
| Nonvested at September 30, 2025 | 194,611 | 109.12 | |||||||||
(a)Represents the adjustment to previously granted Earnings PRSUs for performance achievement.
During the years ended September 30, 2025, 2024 and 2023, the Company granted Earnings PRSUs to certain employees. These awards will be earned based on reaching certain earnings-based targets over a period ranging from one to three years. The grant date fair value of each Earnings PRSU award was determined based upon the closing price of the Company’s common stock on the date of grant and the assumption that the Company would meet the full earnings-based targets. The Company reassesses the probability of achieving the earnings-based targets each quarterly reporting period and adjusts compensation cost accordingly. The weighted-average grant date fair value of nonvested Earnings PRSUs was $109.12, $87.37 and $83.20 at September 30, 2025, 2024 and 2023, respectively. The total vest date fair value of Earnings PRSUs that vested during the years ended September 30, 2025, 2024 and 2023 was $20.3, $16.4 and $14.1, respectively.
Market-Based Performance Restricted Stock Units (“Market PRSUs”)
| Market PRSUs | Weighted- Average Grant Date Fair Value Per Share | ||||||||||
| Nonvested at September 30, 2024 | 458,551 | $ | 135.83 | ||||||||
| Granted | 147,729 | 181.25 | |||||||||
Adjustment for performance achievement (a) | 257,293 | n/a | |||||||||
| Vested | (418,097) | 110.35 | |||||||||
| Forfeited | — | — | |||||||||
| Nonvested at September 30, 2025 | 445,476 | 160.09 | |||||||||
(a)Represents the adjustment to previously granted Market PRSUs for performance achievement.
The total vest date fair value of Market PRSUs that vested during the years ended September 30, 2025 and 2024 was $48.2 and $31.7, respectively. No Market PRSUs vested during the year ended September 30, 2023.
During the years ended September 30, 2025, 2024 and 2023, the Company granted Market PRSUs to certain employees, which will be earned by comparing Post’s total shareholder return (“TSR”) during a three year period to the respective TSRs of companies in a performance peer group. Based upon Post’s ranking in its performance peer group when comparing TSRs, a recipient of a Market PRSU grant may earn a total award ranging from 0% to 260% of the target award. The fair value of each Market PRSU was estimated on the grant date using a Monte Carlo simulation. The weighted-average assumptions for Market PRSUs granted during the years ended September 30, 2025, 2024 and 2023 are summarized in the table below.
| 2025 | 2024 | 2023 | |||||||||||||||
Expected term | 3 years | 3 years | 3 years | ||||||||||||||
| Expected stock price volatility | 20.8% | 22.5% | 29.1% | ||||||||||||||
| Risk-free interest rate | 4.2% | 4.5% | 4.1% | ||||||||||||||
| Expected dividends | 0% | 0% | 0% | ||||||||||||||
| Fair value (per Market PRSU) | $181.25 | $143.63 | $156.05 | ||||||||||||||
Deferred Compensation
Post provides deferred compensation plans for directors and key employees through which eligible participants may elect to defer payment of all or a portion of their compensation, and, with respect to key employee participants, all or a portion of their eligible annual bonus, until a later date based on the participant’s elections. Participant deferrals for employee and director
participants may be notionally invested in Post common stock equivalents (the “Equity Option”) or into a number of funds operated by The Vanguard Group, Inc. with a variety of investment strategies and objectives (the “Vanguard Funds”). In order to receive a 33.3% matching contribution, deferrals for director participants must be made into the Equity Option. Deferrals into the Equity Option are generally distributed in Post common stock for employees and cash for directors, while deferrals into the Vanguard Funds are distributed in cash. There are no significant costs related to the administration of the deferred compensation plans. Post funds its deferred compensation liability (potential cash distributions) by investing in the Vanguard Funds in substantially the same amounts as selected by the participating employees. Both realized and unrealized gains and losses on these investments are included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations and offset the related change in the deferred compensation liability. For additional information regarding deferred compensation, see Note 14.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Nov 21, 2025 | Showing above |
| 2019 | Nov 22, 2019 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.