Post Holdings, Inc.: Form 10-Q for the period ended Dec 31, 2025

The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and capital resources of Post Holdings, Inc. This discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included herein, our audited consolidated financial statements and notes thereto found in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and the “Cautionary Statement on Forward-Looking Statements” section included below. The terms “our,” “we,” “us,” “Company” and “Post” as used herein refer to Post Holdings, Inc. and its subsidiaries.

OVERVIEW

We are a consumer packaged goods holding company operating in four reportable segments. Our products are sold through a variety of channels, including grocery, club and drug stores, mass merchandisers, foodservice, food ingredient and eCommerce.

At December 31, 2025, our reportable segments were as follows:

• Post Consumer Brands: primarily North American ready-to-eat (“RTE”) cereal and granola, pet food and nut butters;
• Foodservice: primarily egg and potato products;
• Refrigerated Retail: primarily side dish, egg, cheese and sausage products; and
• Weetabix: primarily United Kingdom (the “U.K.”) RTE cereal, muesli and protein-based shakes.

Acquisitions

Fiscal 2025

On July 1, 2025, we completed our acquisition of all of the preferred stock and the remaining common equity interest that we did not already own in 8th Avenue Food & Provisions, Inc. (“8th Avenue”). 8th Avenue is a manufacturer and distributor of private label nut butters, granola and dried fruit and nut products and was previously also a manufacturer and distributor of branded and private label pasta, which we divested during the first quarter of fiscal 2026 (see “Divestitures” below within this section). 8th Avenue is reported in our Post Consumer Brands segment.

On March 3, 2025, we completed our acquisition of Potato Products of Idaho, L.L.C. (“PPI”), a manufacturer and packager of refrigerated and frozen potato products, which is reported in our Refrigerated Retail and Foodservice segments.

For additional information on these acquisitions, refer to Note 4 within “Notes to Condensed Consolidated Financial Statements.”

Divestitures

Fiscal 2026

On December 1, 2025, we completed our previously announced sale of 8th Avenue’s pasta business (the “Pasta Business”). Prior to the sale, the Pasta Business’s operating results were reported in the Post Consumer Brands segment and its assets and liabilities were classified as held for sale as of September 30, 2025.

For additional information on this divestiture, refer to Note 6 within “Notes to Condensed Consolidated Financial Statements.”

Market and Company Trends

Our Company, as well as the consumer packaged goods industry in which we operate, has been impacted by the following trends which impacted our results of operations in the prior year and may continue to impact our results of operations in the future, including:

• outbreaks of highly pathogenic avian influenza (“HPAI”), which impacted our Foodservice and Refrigerated Retail segments. We experienced volatility in our egg supply due to HPAI outbreaks across the industry, which impacted our results of operations in fiscal 2025. Future outbreaks of HPAI could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses; and
• inflationary pressures on input costs, which impacted all segments across our business. During fiscal 2025, inflationary pressures on certain input costs eased while other input costs continued to face inflationary pressures, which impacted our results of operations in the prior year and could continue to impact our business in fiscal 2026. In addition, we anticipate that 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. This could impact the cost of, and consumer demand for, our products, including as a result of any potential pricing actions

taken to offset increased costs. Future inflationary pressures and potential modifications or incremental tariffs could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses.

RESULTS OF OPERATIONS

dollars in millions

Net Sales

Net sales increased $199.9 million, or 10%, during the three months ended December 31, 2025, when compared to the prior year period, as a result of higher net sales within our Post Consumer Brands, Foodservice and Weetabix segments.

For further discussion, refer to “Segment Results” within this section.

Operating Profit

Operating profit increased $24.3 million, or 11%, during the three months ended December 31, 2025, when compared to the prior year period, driven by higher segment profit across all segments, partially offset by higher general corporate expenses.

For further discussion, refer to “Segment Results” within this section.

Interest Expense, Net

Interest expense, net increased $19.3 million, or 23%, during the three months ended December 31, 2025, when compared to the prior year period. This increase was driven by lower interest income, higher average outstanding principal amounts of debt and a higher weighted-average interest rate compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.4% and 5.3% for the three months ended December 31, 2025 and 2024, respectively.

For additional information on our debt, refer to Note 14 within “Notes to Condensed Consolidated Financial Statements.”

Loss on Extinguishment of Debt, Net

Fiscal 2025

During the three months ended December 31, 2025, we recognized a net loss of $17.5 million related to the redemption of our outstanding 5.50% senior notes. The net loss included debt premiums paid of $22.6 million and the write-off of debt issuance costs of $4.4 million, partially offset by the write-off of unamortized premiums of $9.5 million.

Fiscal 2024

During the three months ended December 31, 2024, we recognized a net loss of $5.8 million related to the redemption of our outstanding 5.625% senior notes. The net loss included debt premiums paid of $4.4 million and the write-off of debt issuance costs of $1.4 million.

For additional information on our debt, refer to Note 14 within “Notes to Condensed Consolidated Financial Statements.”

Income on Swaps, Net

During the three months ended December 31, 2025 and 2024, we recognized income on swaps, net of $1.9 million and $15.4 million, respectively, related to mark-to-market adjustments and settlements on our interest rate swaps.

For additional information on our interest rate swap contracts and exposure to risk related to interest rate swaps, refer to Note 12 within “Notes to Condensed Consolidated Financial Statements” and “Quantitative and Qualitative Disclosures About Market Risk” below, respectively.

Income Tax Expense

The effective income tax rate was 22.0% and 22.1% for the three months ended December 31, 2025 and 2024, respectively.

SEGMENT RESULTS

We evaluate each segment’s performance based on its segment profit, which for all segments is its earnings/loss before income taxes and equity method earnings/loss before impairment of property, goodwill and other intangible assets, facility closure related costs, restructuring expenses, gain/loss on assets and liabilities held for sale, gain/loss on sale of businesses and facilities, demolition and site remediation costs related to unused facilities, gain on/adjustment to bargain purchase, interest expense and other unallocated corporate income and expenses.

Post Consumer Brands

dollars in millions

Net sales for the Post Consumer Brands segment increased $139.9 million, or 15%, for the three months ended December 31, 2025, when compared to the prior year period, driven by the inclusion of three months of 8th Avenue net sales of $217.2 million. Nut butters product sales were up $77.7 million, or 275%, primarily due to the inclusion of three months of 8th Avenue. Cereal and granola product sales were up $1.1 million, or less than 1%, driven by the inclusion of three months of 8th Avenue, partially offset by category declines and lower promotional activity. Pet food product sales were down $48.5 million, or 12%, driven by 6% lower volumes and lower average net selling prices. Pet food volumes decreased primarily due to distribution losses and reductions in co-manufactured and private label products. Pet food average net selling prices decreased primarily due to increased promotional activity and unfavorable product mix. Other product sales were up $109.6 million, driven by the inclusion of three months of 8th Avenue.

Segment profit for the three months ended December 31, 2025 increased $1.2 million, or 1%, when compared to the prior year period. This increase was primarily driven by higher net sales, as previously discussed, lower integration costs of $11.7 million and lower advertising and consumer spending of $10.5 million. These positive impacts were partially offset by higher product costs of $140.7 million (which was primarily driven by the inclusion of three months of 8th Avenue product costs of $178.4 million, partially offset by lower pet food volumes) and higher warehousing costs of $8.0 million.

Foodservice

dollars in millions

Net sales for the Foodservice segment increased $52.5 million, or 9%, for the three months ended December 31, 2025, when compared to the prior year period. Egg product sales were up $32.9 million, or 6%, driven by 7% higher volumes primarily due to improved customer service levels. Sales of side dishes were up $8.3 million, or 11%, driven by 12% higher volumes primarily due to the inclusion of three months of PPI. Sales of all other products were up $11.3 million, primarily driven by protein-based shake sales.

Segment profit for the three months ended December 31, 2025 increased $31.4 million, or 36%, when compared to the prior year period, driven by lower raw material costs of $26.0 million and higher net sales, as previously discussed.

Refrigerated Retail

dollars in millions

Net sales for the Refrigerated Retail segment were flat for the three months ended December 31, 2025, when compared to the prior year period. Sausage sales increased $3.0 million, or 6%, on 5% lower volumes, driven by higher average net selling prices due to prior year price increases. Sales of side dishes increased $0.9 million, or 1%, driven by 3% higher volumes due to new private label product introductions. Egg product sales were down $2.9 million, or 8%, on 7% lower volumes driven by category declines. Cheese and other dairy product sales decreased $1.4 million, or 3%, driven by 6% lower volumes. Sales of all other products were up $0.4 million.

Segment profit for the three months ended December 31, 2025 increased $6.2 million, or 26%, when compared to the prior year period, primarily driven by lower manufacturing costs of $4.0 million and lower raw material costs of $2.5 million.

Weetabix

dollars in millions

Net sales for the Weetabix segment increased $10.3 million, or 8%, for the three months ended December 31, 2025, when compared to the prior year period, driven by a favorable foreign currency exchange impact of $5.1 million and 2% higher volumes. Volumes increased due to higher protein-based shakes and branded product volumes.

Segment profit for the three months ended December 31, 2025 increased $5.8 million, or 36%, when compared to the prior year period, primarily driven by higher net sales, as previously discussed, and lower manufacturing costs of $1.6 million.

General Corporate Expenses and Other

dollars in millions

General corporate expenses and other increased $21.5 million, or 58%, for the three months ended December 31, 2025, when compared to the prior year period. This increase was primarily driven by higher restructuring and facility closure costs (including accelerated depreciation) of $19.4 million primarily related to our Post Consumer Brands segment and increased net losses related to mark-to-market adjustments on economic hedges of $7.2 million (compared to net gains in the prior year period), partially offset by a gain of $9.7 million related to our sale of the Pasta Business.

LIQUIDITY AND CAPITAL RESOURCES

We completed the following activities during the three months ended December 31, 2025 (for additional information, see Notes 14 and 17 within “Notes to Condensed Consolidated Financial Statements”) impacting our liquidity and capital resources:

• $1,300.0 million principal value issued of 6.50% senior notes;
• $1,235.0 million principal value of our 5.50% senior notes redeemed at a premium of $22.6 million;
• $185.0 million borrowed under our revolving credit facility (the “Revolving Credit Facility”) provided for under our second amended and restated credit agreement (as amended, restated or amended and restated the “Credit Agreement”);
• $195.0 million repaid under our Revolving Credit Facility; and
• 3.7 million shares of our common stock repurchased at an average share price of $101.57 per share and at a total cost, including accrued excise tax and broker’s commissions, of $382.2 million.

Historically, we have generated and expect to continue to generate positive cash flows from operations. We believe our cash on hand, cash flows from operations and current and possible future credit facilities will be sufficient to satisfy our working capital requirements, purchase commitments, interest payments, research and development activities, capital expenditures, pension contributions and benefit payments and other financing requirements for the foreseeable future. We are currently not aware of any existing trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact meeting our capital needs during or beyond the next twelve months. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. If we are unable to generate sufficient cash flows from operations, or are otherwise unable to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives, which may require waivers under our Credit Agreement and our indentures governing our senior notes, in order to generate additional cash. There can be no assurance that we would be able to obtain additional financing or any such waivers on terms acceptable to us or at all. For additional information on our debt, refer to Note 14 within “Notes to Condensed Consolidated Financial Statements.”

Short-term financing needs primarily consist of working capital requirements and interest payments on our long-term debt. Long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and other strategic transactions, repayment or refinancing of our long-term debt obligations and capital expenditures related to ongoing projects. We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases in open market transactions, privately negotiated transactions or otherwise. Additionally, we may continue to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Obligations under our Credit Agreement are unconditionally guaranteed by our existing and subsequently acquired or organized subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries) and are secured by security interests in substantially all of our assets and the assets of our subsidiary guarantors, but excluding, in each case, real property. The guarantees of our subsidiaries are subject to release in certain circumstances.

Our senior notes, other than certain of our senior notes described below, are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries). Our 6.25% senior secured notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, and our 6.375% and 6.250% senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of our existing and subsequently acquired or organized wholly-owned domestic subsidiaries that guarantee the Credit Agreement or certain of our other indebtedness (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries). These guarantees are subject to release in certain circumstances.

Our 2.50% convertible senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing domestic subsidiaries that have guaranteed our other senior notes, which excludes certain immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries under our other senior notes indentures. If, after the date our 2.50% convertible senior notes were issued, any domestic wholly-owned subsidiary guarantees any of our existing senior notes or any other debt securities we may issue in the form of senior unsecured notes or convertible or exchangeable notes, then we must cause such subsidiary to become a guarantor for the 2.50% convertible senior notes as well.

The following table presents select cash flow data, which is discussed below.

dollars in millions

27

Operating Activities

Cash provided by operating activities for the three months ended December 31, 2025 decreased $74.7 million compared to the prior year period. This decrease was primarily driven by cash outflows within our Post Consumer Brands and Foodservice segments related to fluctuations in timing of payments of trade payables and inventory purchases and higher interest payments of $16.6 million. These negative impacts were partially offset by cash inflows related to fluctuations in the timing of sales and collections of trade receivables within our Post Consumer Brands and Foodservice segments, higher net proceeds from the sale of equity securities of $38.5 million (compared to purchases in the prior year period) and lower tax payments of $8.7 million.

Investing Activities

Three months ended December 31, 2025

Cash provided by investing activities for the three months ended December 31, 2025 was $261.8 million, primarily driven by proceeds from the sale of the Pasta Business of $378.5 million, partially offset by capital expenditures of $116.4 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.

Three months ended December 31, 2024

Cash used in investing activities for the three months ended December 31, 2024 was $128.3 million, primarily driven by capital expenditures of $139.0 million, partially offset by proceeds from the sale of property of $11.0 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.

Financing Activities

Three months ended December 31, 2025

Cash used in financing activities for the three months ended December 31, 2025 was $395.8 million. We received proceeds of $1,300.0 million from the issuance of our 6.50% senior notes and $185.0 million from borrowings under our Revolving Credit Facility, redeemed $1,235.0 million principal value of our 5.50% senior notes and repaid $195.0 million under our Revolving Credit Facility. In addition, we paid $376.2 million, including broker’s commissions, for the repurchase of shares of our common stock, paid $15.2 million of debt issuance costs in connection with the issuance of our 6.50% senior notes and paid $22.6 million of debt premiums related to the redemption of our 5.50% senior notes.

Three months ended December 31, 2024

Cash used in financing activities for the three months ended December 31, 2024 was $94.2 million. We received proceeds of $600.0 million from the issuance of our 6.250% senior notes and redeemed $464.9 million principal value of our 5.625% senior notes. In addition, we paid $175.1 million, including broker’s commissions, for the repurchase of shares of our common stock, paid $5.2 million of debt issuance costs in connection with our issuance of our 6.250% senior notes and paid $4.4 million of debt premiums related to the redemption of our 5.625% senior notes.

Debt Covenants

Under the terms of our Credit Agreement, we are required to comply with a financial covenant consisting of a secured net leverage ratio (as defined in the 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 the Credit Agreement) exceeds 30% of our revolving credit commitments. As of December 31, 2025, we were in compliance with this financial covenant. We do not believe non-compliance is reasonably likely in the foreseeable future.

Our Credit Agreement provides for incremental revolving and term loan facilities, and also permits other secured or unsecured debt, if, among other conditions, certain financial ratios are met, as defined and specified in the Credit Agreement.

CRITICAL ACCOUNTING ESTIMATES

Our critical accounting estimates are more fully described in our Annual Report on Form 10-K for the year ended September 30, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2025. There have been no significant changes to our critical accounting estimates since September 30, 2025.

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 2 within “Notes to Condensed Consolidated Financial Statements” for a discussion regarding recently issued accounting standards.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are made throughout this report. These forward-looking statements are sometimes identified from the use of forward-looking words such as “believe,” “should,” “could,” “potential,” “continue,” “expect,” “project,” “estimate,” “predict,” “anticipate,” “aim,” “intend,” “plan,” “forecast,” “target,” “is likely,” “will,” “can,” “may” or “would” or the negative of these terms or similar expressions elsewhere in this report. Our financial condition, results of operations and cash flows may differ materially from the forward-looking statements in this report. Such statements are based on management’s current views and assumptions and involve risks and uncertainties that could affect expected results. Those risks and uncertainties include, but are not limited to, the following:

• volatility in the cost or availability of inputs to our businesses (including raw materials, energy and other supplies and freight);
• disruptions or inefficiencies in our supply chain, tariffs, inflation, highly pathogenic avian influenza and other agricultural diseases and pests, labor shortages, public health crises, weather events and fires and other events beyond our control;
• changes in economic conditions, financial instability, disruptions in capital and credit markets, changes in interest rates and fluctuations in foreign currency exchange rates;
• our and our customers’ ability to compete in our respective product categories, including the success of pricing, advertising and promotional programs, declines in demand for our products and the ability to anticipate and respond to changes in consumer and customer preferences and behaviors;
• our ability to hire and retain talented personnel, increases in labor-related costs, employee safety, labor strikes, work stoppages, unionization efforts and other labor disruptions;
• our high leverage, our ability to obtain additional financing and service our outstanding debt (including covenants restricting the operation of our businesses) and a potential downgrade in our credit ratings;
• our ability to successfully implement business strategies to reduce costs or optimize our network;
• allegations that our products cause injury or illness, product recalls and withdrawals, product liability claims and other related litigation;
• the success of new product introductions;
• compliance with new, existing and changing laws and regulations;
• our reliance on third parties and others for the manufacture of many of our products;
• costs, business disruptions and reputational damage associated with information technology failures, cybersecurity incidents, information security breaches or enterprise resource planning system implementations;
• the impact of litigation;
• our ability to identify, complete and integrate or otherwise effectively execute acquisitions, including 8th Avenue and the pet food assets and operations acquired in April 2023 and December 2023, or other strategic transactions;
• the loss of, a significant reduction of purchases by or the bankruptcy of a major customer;
• differences in our actual operating results from any of our guidance regarding our future performance;
• impairment in the carrying value of goodwill, other intangibles or long-lived assets or changes in critical accounting estimates;
• risks associated with our international businesses;
• business disruption or other losses resulting from changes in governmental administrations or regulatory priorities, political instability, terrorism, war or armed hostilities or geopolitical tensions;
• risks related to the intended tax treatment of our divestitures of our interest in BellRing Brands, Inc.;
• our ability to protect our intellectual property and other assets and to license third-party intellectual property;
• costs associated with the obligations of Bob Evans Farms, Inc. (“Bob Evans”) in connection with the sale of its restaurants business, including certain indemnification obligations and Bob Evans’s payment and performance obligations as a guarantor for certain leases;
• losses or increased funding and expenses related to our qualified pension or other postretirement plans;
• conflicting interests or the appearance of conflicting interests resulting from any of our directors or officers also serving as directors or officers of other companies; and
• other risks and uncertainties included under “Risk Factors” in Item 1A of Part II of this report and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on November 21, 2025.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations.

Commodity Price Risk

In the ordinary course of business, the Company is exposed to commodity price risks relating to the purchase of raw materials, including ingredients and packaging, energy and fuel. The Company may use futures contracts and options to manage certain of these exposures when it is practical to do so. A hypothetical 10% change in the market price of the Company’s principal hedged commodities, including natural gas, heating oil, soybean oil, corn, wheat and dairy, would have changed the fair value of the Company’s commodity-related derivatives portfolio by approximately $1 million as of both December 31, 2025 and September 30, 2025. This volatility analysis ignores changes in the exposures inherent in the underlying hedged commodities. Because the Company does not hold or trade derivatives for speculation or profit, all changes in derivative values are effectively offset by corresponding changes in the underlying commodity exposures.

For more information regarding the Company’s commodity derivative contracts, refer to Note 12 within “Notes to Condensed Consolidated Financial Statements.”

Foreign Currency Risk

Related to its foreign subsidiaries, the Company is exposed to risks of fluctuations in future cash flows and earnings due to changes in foreign currency exchange rates. To mitigate these risks, the Company uses a combination of foreign currency exchange contracts, which may consist of options, forward contracts and currency swaps. As of December 31, 2025 and September 30, 2025, a hypothetical 10% change in the expected USD-GBP and Euro-GBP foreign currency exchange rates would have changed the fair value of the Company’s foreign currency-related derivatives portfolio by approximately $4 million and $1 million, respectively.

For additional information regarding the Company’s foreign currency derivative contracts, refer to Note 12 within “Notes to Condensed Consolidated Financial Statements.”

Interest Rate Risk

Long-term debt

As of December 31, 2025, the Company had outstanding principal value of indebtedness of $7,507.2 million related to its senior notes, borrowings outstanding under its Revolving Credit Facility, leaseback financial liabilities and a municipal bond. Of the total $7,507.2 million of outstanding principal value of indebtedness, $7,074.2 million bore interest at a weighted-average fixed interest rate of 5.5%. The $430.0 million of outstanding borrowings under the Revolving Credit Facility bore interest at a weighted-average variable rate of 5.7%, and the Revolving Credit Facility had available borrowing capacity of $545.9 million. As of September 30, 2025, the Company had outstanding principal value of indebtedness of $7,452.2 million related to its senior notes, borrowings under its Revolving Credit Facility, leaseback financial liabilities (excluding amounts classified as held for sale) and a municipal bond. Of the total $7,452.2 million of outstanding indebtedness, $7,009.2 million bore interest at a weighted-average fixed interest rate of 5.3%. The $440.0 million outstanding borrowings under the Revolving Credit Facility bore interest at a weighted-average variable rate of 5.8%, and the Revolving Credit Facility had available borrowing capacity of $537.7 million.

As of December 31, 2025 and September 30, 2025, the fair value of the Company’s debt, excluding any outstanding borrowings under the Revolving Credit Facility, leaseback financial liabilities and a municipal bond, was $7,061.0 million and $6,999.6 million, respectively. Changes in interest rates impact fixed and variable rate debt differently. For fixed rate debt, a change in interest rates will only impact the fair value of the debt, whereas a change in interest rates on variable rate debt will impact interest expense and cash flows. A hypothetical 10% change in interest rates would have changed the fair value of the fixed rate debt by approximately $121 million and $102 million as of December 31, 2025 and September 30, 2025, respectively. A hypothetical 10% change in interest rates would have had an immaterial impact on both interest expense and interest paid on variable rate debt during each of the three months ended December 31, 2025 and 2024.

For additional information regarding the Company’s debt, refer to Note 14 within “Notes to Condensed Consolidated Financial Statements.”

Interest rate swaps

As of both December 31, 2025 and September 30, 2025, the Company had interest rate swaps with a notional value of $300.0 million. A hypothetical 10% change in interest rates would have changed the fair value of the interest rate swaps by approximately $8 million as of both December 31, 2025 and September 30, 2025.

For additional information regarding the Company’s interest rate swap contracts, refer to Note 12 within “Notes to Condensed Consolidated Financial Statements.”

Evaluation of Disclosure Controls and Procedures

Management, with the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Company’s CEO and CFO concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to provide reasonable assurance of achieving the desired control objectives.

Changes in Internal Control Over Financial Reporting

In connection with the Company’s 8th Avenue acquisition completed in fiscal 2025, management is in the process of analyzing, evaluating and, where necessary, implementing changes in controls and procedures. This process may result in additions or changes to the Company’s internal control over financial reporting. Based on management’s evaluation, there were no other significant changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

In addition to the information set forth elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”), you should carefully consider the risk factors we previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on November 21, 2025 (the “Annual Report”). As of the date of the Quarterly Report, there have been no material changes to the risk factors previously disclosed in the Annual Report. These risks could materially and adversely affect our businesses, financial condition, results of operations and cash flows. Such enumerated risks are not the only risks we face. 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.