[Form 4] WK Kellogg Co Insider Trading Activity

Rhea-AI Filing Summary

WK Kellogg Co (KLG) Form 4: Director Julio N. Nemeth received equity units tied to a dividend. On 09/12/2025 he was granted 25.77 deferred stock units under the 2023 Long-Term Incentive Plan and on 09/15/2025 he received 182.498 phantom stock units under the non-employee director compensation program. The filing lists per-unit amounts of $23 for the deferred units and $22.98 for the phantom stock. The deferred units are payable in common shares either in a lump sum or in ten annual installments after his director service ends. The phantom stock becomes distributable only upon Separation of Service as defined for Section 409A.

Insights

Financial Analyst

TL;DR: Routine dividend-related equity grants to a director; modest share-equivalent amounts with deferred distribution terms.

The filing documents non-cash, dividend-derived equity awards to a company director rather than open-market purchases or sales. The sizes reported—25.77 deferred stock units and 182.498 phantom stock units—are small, and both instruments are structured to convert to common shares only upon defined distribution events. These grants dilute interests only when paid out and appear to be standard director compensation tied to dividends rather than performance-based awards.

Corporate Governance Expert

TL;DR: Compensation aligns with typical director pay practices; deferral and Section 409A treatment limit immediate economic impact.

The awards are governed by the 2023 LTIP and the non-employee director program and include deferral features and Section 409A considerations, indicating standard tax-compliant design. Payment timing upon termination of director service reduces immediate voting/share delivery implications. The filing is procedural disclosure of dividend-equivalent grants and contains no indication of unusual governance or related-party concerns based on the disclosed facts.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nemeth Julio N

(Last) (First) (Middle)

ONE KELLOGG SQUARE

(Street)

BATTLE CREEK MI 49017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WK Kellogg Co [ KLG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(1)	09/12/2025		A		25.77		(1)	(1)	Common Stock	25.77	$23	3,617.33	D
Phantom Stock	(2)	09/15/2025		A		182.498		(2)	(2)	Common Stock	182.498	$22.98	1,239.99	D

Explanation of Responses:

1. Represents additional deferred stock units granted under the WK Kellogg Co 2023 Long-Term Incentive Plan in connection with the dividend paid on shares of the WK Kellogg Co common stock (Common Stock). Each deferred stock unit is the economic equivalent of one share of Common Stock. The deferred stock units are payable in shares of Common Stock, either in a lump sum or in ten annual installments, commencing on the date on which the service of the Reporting Person as a Director terminates.

2. Represents shares of the WK Kellogg Co common stock acquired for the benefit of the Reporting Person under the WK Kellogg Co non-employee director compensation program in connection with a cash dividend paid on shares of the common stock. Each share of phantom stock is the economic equivalent of one share of the WK Kellogg Co common stock. The shares become distributable to the Reporting Person or his beneficiary only upon Separation of Service with the Issuer (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) of the Reporting Person.

Remarks:

	/s/ Gordon Paulson, Attorney-in-Fact	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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