[DEFA14A] WK Kellogg Co Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Bank of Nova Scotia (BNS) is marketing Contingent Income Auto-Callable Securities linked to the common stock of Uber Technologies, Inc. (ticker: UBER UN). Each unlisted note has a $1,000 face amount, prices on 18-Jul-2025 and matures (unless called) on 21-Jul-2028. The securities offer a contingent quarterly coupon of $26.90 (10.76% p.a.) that is paid only when the closing price of Uber shares on an observation date is at or above the 60% downside threshold. A memory feature allows skipped coupons to be recovered on later dates that meet the threshold.

The notes are auto-callable: if Uber’s closing price on any quarterly determination date (other than the final one) is at or above the 100% call threshold, investors receive the stated principal plus the applicable coupon and the deal terminates early. At maturity, if the final share price is below the 60% threshold, principal is reduced in direct proportion to Uber’s share decline, exposing investors to a loss of up to 100% of principal.

Key terms

• Issuer: The Bank of Nova Scotia, Senior Note Program Series A
• Coupon: 10.76% p.a. contingent, with memory
• Downside threshold: 60% of initial share price
• Call threshold: 100% of initial share price (observed quarterly)
• Issue price vs. estimated value: $1,000 vs. $938.74–$968.74
• Upfront selling commission: $22.50 per note
• Listing: None; liquidity depends on dealer market making

Principal risks highlighted by BNS include

• Full principal risk below the 60% threshold
• Possibility of zero coupons if Uber trades weakly throughout the term
• Credit exposure to BNS as senior unsecured debt
• Limited secondary market and price concessions versus estimated value
• Uncertain tax treatment for U.S. and Canadian investors

The product suits investors seeking enhanced income and willing to take single-stock, equity-linked downside and issuer credit risk in exchange for capped returns and no equity upside.

Positive

• High contingent coupon: 10.76% annualized income if conditions are met, above typical investment-grade yields.
• Memory feature: allows previously missed coupons to be recaptured, improving potential cash-flow consistency.
• 40% downside buffer: principal is protected as long as Uber does not fall more than 40% from the initial price.
• Auto-call mechanism: can return capital early at par plus coupon if Uber stock is flat or higher, reducing exposure period.

Negative

• Principal at risk: Uber closing below the 60% threshold at maturity causes proportional loss, potentially to 0%.
• No equity upside: investors forgo any participation in Uber share appreciation beyond coupon payments.
• Credit exposure: payments depend on Bank of Nova Scotia’s ability to pay as senior unsecured debt.
• Liquidity discount: notes are unlisted; dealer bid prices may be well below issue price and intrinsic value.
• Issue price premium: bank’s estimated fair value ($938.74–$968.74) is below $1,000 purchase price.
• Tax uncertainty: U.S. and Canadian tax treatment is not conclusively determined.

Insights

Structured Products Analyst

TL;DR 10.76% contingent coupon looks attractive, but investors face 40% buffer only and no upside; overall neutral risk-reward.

The note delivers above-market income if Uber stays above 60% of its initial price. The memory feature partly mitigates missed coupons, and the quarterly auto-call at 100% shortens duration if the stock holds flat or rises. However, investors surrender all upside beyond coupon income, and capital is fully exposed below the 60% barrier—historically, Uber has exhibited high volatility, so downside breach probability is material. The note is priced 3–6% above the bank’s estimated value, reflecting dealer compensation and hedging costs, which may weigh on secondary prices. BNS is rated high-grade, but the unsecured structure still embeds issuer credit risk. Overall, the security may fit yield-seeking portfolios comfortable with single-equity and credit risk, yet it is not impactful for BNS’ own financials and should be viewed as a marketing flow product rather than a strategic financing.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☒ Soliciting Material Pursuant to §240.14a-12

WK Kellogg Co

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

This Schedule 14A relates solely to preliminary communications made by Ferrero International S.A., a Luxembourg public limited company (“Parent”), prior to shareowners of WK Kellogg Co, a Delaware corporation (the “Company”), being furnished with a definitive proxy statement related to the proposed transaction with Parent, in which Frosty Merger Sub, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Sub”), will be merged with and into the Company, with the Company surviving as a wholly owned indirect subsidiary of Parent, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of July 10, 2025 (the “Merger Agreement”), by and among the Company, Parent and Merger Sub.

This Schedule 14A filing consists of certain social media communications distributed by Parent and its and its affiliates’ employees.

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Important Information about the Transaction and Where to Find It

This communication is being made in respect to the proposed acquisition of WK Kellogg Co (the “Company”) by Ferrero International S.A. (“Ferrero”) (the “Merger”). A meeting of the shareowners of the Company will be announced as promptly as practicable to seek Company shareowner approval in connection with the Merger. The Company intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement and a proxy card or voting instruction form will be mailed to the Company’s shareowners. This communication is not a substitute for the proxy statement or any other document that may be filed by the Company or Ferrero with the SEC.

BEFORE MAKING ANY DECISION, COMPANY SHAREOWNERS ARE URGED TO CAREFULLY READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Any vote in respect of resolutions to be proposed at the Company’s shareowner meeting to approve the proposed transaction or other responses in relation to the proposed transaction should be made only on the basis of the information contained in the Company’s proxy statement. You will be able to obtain a free copy of the proxy statement and other related documents (when available) filed by the Company with the SEC at the website maintained by the SEC at www.sec.gov or by accessing the Investors section of the Company’s website at https://www.investor.wkkellogg.com.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and does not constitute or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation

The Company, Ferrero, and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the Company’s shareowners in connection with the proposed transaction. Information regarding the Company’s directors and executive officers is set forth under the captions “Proposal 1—Election of Directors,” “Corporate Governance,” “Board and Committee Membership,” “2024 Director Compensation and Benefits,” “Directors’ Compensation Table,” “Compensation Committee Report,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans,” “Potential Post-Employment Payments,” “Chief Executive Officer Pay Ratio,” “Pay vs. Performance” and “Security Ownership—Officer and Director Stock Ownership” sections of the definitive proxy statement for the Company’s 2025 Annual Meeting of Shareowners, filed with the SEC on March 12, 2025; under the caption “Information About Our Executive Officers” of Item 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, filed with the SEC on February 25, 2025; and in the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2025. Information regarding ownership of the Company’s securities by its directors and executive officers is included in such persons’ SEC filings on Forms 3 and 4. These documents may be obtained free of charge from the SEC’s website at www.sec.gov or by accessing the Investors section of the Company’s website at https://www.investor.wkkellogg.com. Additional information regarding the interests of Ferrero’s directors and executive officers and other persons who may be deemed participants in the solicitation of proxies in connection with the Merger, will be included in the proxy statement that the Company expects to file in connection with the Merger and other relevant materials the Company or Ferrero may file with the SEC.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, each as amended, including statements regarding the proposed acquisition of the Company by Parent (the “Merger”), shareowner approvals, the expected timetable for completing the Merger, the expected benefits of the Merger, and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to: failure to obtain the required vote of the Company’s shareowners in connection with the Merger; the timing to consummate the Merger and the risk that the Merger may not be completed at all or the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement governing the proposed transaction (the “Merger Agreement”), including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the risk that the conditions to closing of the Merger may not be satisfied or waived; the risk that a governmental or regulatory approval that may be required for the Merger is not obtained or is obtained subject to conditions that are not anticipated; potential litigation relating to, or other unexpected costs resulting from, the Merger; legislative, regulatory, and economic developments; risks that the Merger disrupts the Company’s current plans and operations; the risk that certain restrictions during the pendency of the Merger may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the diversion of management’s time on transaction-related issues; continued availability of capital and financing and rating agency actions; the risk that any announcements relating to the Merger could have adverse effects on the market price of the Company’s common stock, credit ratings or operating results; and the risk that the Merger and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel, to retain customers and to maintain relationships with business partners, suppliers and customers. The Company can give no assurance that the conditions to the Merger will be satisfied, or that it will close within the anticipated time period.

All statements, other than statements of historical fact, should be considered forward-looking statements made in good faith by the Company, as applicable, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this communication, or any other documents, words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “objective,” “plan,” “project,” “seek,” “strategy,” “target,” “will” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. Such forward-looking statements are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties, as well as other risks and uncertainties that could cause the actual results to differ materially from those expressed in the forward-looking statements, are described in greater detail under the headings “Item 1A. Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024 filed with the Securities and Exchange Commission (the “SEC”) and in the Company’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any other SEC filings made by the Company. The Company cautions that these risks and factors are not exclusive. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. Forward-looking statements speak only as of the date of this communication, and, except as required by applicable law, the Company does not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

FAQ

What is the contingent quarterly coupon rate on BNS’s Auto-Callable Securities linked to UBER?

The notes pay $26.90 per quarter per $1,000 (10.76% p.a.) when Uber’s closing price is at or above the 60% downside threshold.

When can the BNS securities be called early?

On any quarterly determination date before maturity, if Uber’s closing price is ≥100% of the initial price, the notes auto-redeem at par plus the coupon.

How much principal protection do investors have?

Principal is fully protected only if Uber’s final price is ≥60% of its initial level; below that, repayment falls in proportion to the decline.

Is there upside participation in Uber stock gains?

No. Investors receive fixed coupons only; any share appreciation above the call threshold accrues solely to the issuer.

Where will the securities trade after issuance?

The notes will not be listed; secondary liquidity, if any, will rely on Scotia Capital (USA) Inc. making a market.