Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
On February 28, 2022, Post Holdings, Inc. (“Post”) sent a notice (the “Blackout Notice”) to its directors and executive officers informing them that they will be subject to certain trading restrictions with respect to Post common stock acquired in connection with their services as a director or an executive officer of Post as a result of a blackout period (the “Blackout Period”), described below, under the Post Holdings, Inc. Savings Investment Plan, the 8th Avenue Food & Provisions, Inc. 401(k) Plan, and the BellRing Brands, Inc. 401(k) Plan (each individually, a “Plan” and collectively, the “Plans”), which are retirement plans sponsored by Post and intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended.
The administrator of the Plans will impose restrictions on transactions by participants in the Plans during the Blackout Period in order to provide for the conversion of the Post Common Stock Funds in the Plans (the “Post Stock Funds”), which are investment options under the Plans that consist primarily of shares of Post common stock, into a new stock fund in respect of common stock of BellRing Distribution, Inc. (following its conversion from a Delaware limited liability company to a Delaware corporation) (“New BellRing”), in connection with, and contingent upon, the closing of the spin-off contemplated under the Transaction Agreement and Plan of Merger entered into on October 26, 2021, as amended on February 28, 2022, and certain other transaction-related agreements among Post and New BellRing (the “Spin-Off”). During this Blackout Period, Plan participants and beneficiaries temporarily will be prevented from effecting transactions involving the Post Stock Funds.
The Blackout Notice informed Post’s directors and executive officers that during the Blackout Period they will be subject to certain trading restrictions with respect to shares of Post common stock (including derivative securities such as stock options) acquired in connection with their services as a director or an executive officer of Post.
The Blackout Period is currently expected to begin at 1:00 p.m., Eastern Time, on March 10, 2022, and to end during the week beginning March 20, 2022. A security holder or other interested person may obtain the actual beginning and ending dates of the Blackout Period without charge, any time on or after March 10, 2022 and on or before the date that is two years after the end of the Blackout Period, by contacting Diedre Gray, Executive Vice President, General Counsel and Chief Administrative Officer, Secretary of Post at (314) 644-7600 or in writing at Post Holdings, Inc., c/o Diedre Gray, General Counsel, 2503 S. Hanley Road, St. Louis, MO 63144.
A copy of the Blackout Notice sent to directors and executive officers of Post, which includes the information required by Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Cautionary Statement on Forward-Looking Language
Certain matters discussed in this filing are forward-looking statements. These forward-looking statements are made based on known events and circumstances at the time of release, and as such, are subject to uncertainty and changes in circumstances. These forward-looking statements include statements regarding Post’s proposed distribution of a significant portion of its interest in BellRing Brands, Inc. (“BellRing”) to Post shareholders, including the form of the distribution and the duration of the Blackout Period associated with the distribution.
