Item 5.04. |
Temporary Suspension of Trading Under Registrants Employee Benefit Plans. |
On February 28, 2022, a notification was made regarding a blackout period in respect of the BellRing Brands, Inc. Common Stock Fund (the BellRing Common
Stock Fund) under the BellRing Brands, Inc. 401(k) Plan (the BellRing 401(k) plan). The blackout period relates to the upcoming plan to separate BellRing Brands, Inc. (the Company or BellRing) from Post
Holdings, Inc. (Post), which transaction is expected to be completed in March 2022, subject to satisfaction or waiver of certain conditions. During the blackout period, participants in the BellRing 401(k) plan will be generally
prohibited from making any transactions in the BellRing Common Stock Fund, including being temporarily unable to direct or change investments in the BellRing Common Stock Fund under the 401(k) plan or obtain a loan, a withdrawal or a distribution
from the BellRing Common Stock Fund under the 401(k) plan. The blackout period is expected to begin at 1:00 p.m. Eastern Time on March 10, 2022 and to end during the week of March 20, 2022. The notification described under
Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 relating to the blackout period was provided to the Company on February 28, 2022. The exact dates for the blackout period, as well as the duration of the blackout
period, could change, be advanced or be extended.
On February 28, 2022, the Company also sent notice to its directors and executive officers informing
them of the blackout period and related restrictions. This notice was required pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR under the Securities Exchange Act of 1934, as amended.
A copy of the notice to the directors and executive officers is attached as Exhibit 99.1. During the blackout period and for a period of two years after the
ending date of the blackout period, security holders or other interested parties may obtain, without charge, information about the actual beginning and ending dates of the blackout period by contacting the Companys Corporate Secretary by
telephone at (314) 644-7600 or by mail at BellRing Brands, Inc., 2503 S. Hanley Road, St. Louis, Missouri 63144.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Notice Regarding Blackout Period and Regulation BTR Trading Restrictions, dated as of February 28, 2022. |
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104 |
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Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document) |
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 the proposed transaction between Post and BellRing, including any future financial and operating
results, Posts, BellRings and BellRing Distribution, LLCs (New BellRing) plans, objectives, expectations and intentions, the expected debt level of New BellRing and the expected timing of the completion of the proposed
transaction. There is no assurance that the proposed transaction will be completed as anticipated or at all, and there are a number of risks, uncertainties and assumptions that could cause actual results to differ materially from the forward-looking
statements made herein, including risks relating to unanticipated developments that prevent, delay or negatively impact the proposed transaction, the ongoing conflict in Ukraine, the rapidly changing situation related to the COVID-19 pandemic and other risks and uncertainties described in Posts and BellRings filings with the Securities and Exchange Commission (the SEC). These forward-looking statements represent
BellRings judgment as of the date of this filing. BellRing disclaims, however, any intent or obligation to update these forward-looking statements. All forward-looking statements in this filing are qualified in their entirety by this
cautionary statement.
Additional Information and Where to Find It
This filing does not constitute an offer to sell, the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act. In connection with the proposed transaction, New BellRing (as BellRing Distribution, LLC) has filed a