WK Kellogg (KLG) CFO Receives 1,194 Dividend Equivalent Units Under 2023 Plan

Rhea-AI Filing Summary

David McKinstray, Chief Financial Officer of WK Kellogg Co (KLG), reported a non-cash acquisition on Form 4. On 09/12/2025 he was credited 1,194.18 dividend equivalent units (DEUs) tied to previously granted restricted stock units under the 2023 Long-Term Incentive Plan. Each DEU represents the contingent right to one share of common stock and will vest on the same terms as the related RSUs. The DEUs were recorded at $0 price. After the transaction the reporting person beneficially owned 10,580 shares (direct). The filing was signed by an attorney-in-fact on 09/16/2025.

Positive

• 1,194.18 DEUs credited to the CFO, indicating additional contingent share entitlements tied to existing RSUs.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive compensation crediting of dividend equivalents increases direct holdings modestly; no cash paid.

The filing documents the accrual of 1,194.18 DEUs tied to prior RSU awards under the 2023 Long-Term Incentive Plan. DEUs are dividend equivalents that convert to shares on the same vesting schedule as the underlying RSUs and were recorded at a $0 transaction price, indicating no cash purchase. The reporting person’s direct beneficial ownership rises to 10,580 shares, a modest change unlikely to materially affect control or capital structure. This is a standard compensation-related reporting event.

Corporate Governance Expert

TL;DR: Disclosure is consistent with routine equity compensation practices and confirms vesting linkage to RSUs.

The Form 4 clearly states these are dividend equivalent units that will vest under the same terms as the corresponding RSUs granted under the company’s 2023 plan. The report was submitted by one reporting person and executed by an attorney-in-fact, with a signature date of 09/16/2025. Documentation appears complete for a compensation accrual event and contains required details on amount and ownership after the event.

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^*

McKinstray David

(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)

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

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
Dividend Equivalent Units	(1)	09/12/2025		A		1,194.18		(1)	(1)	Common Stock	1,194.18	$0	10,580	D

Explanation of Responses:

1. Represents dividend equivalent units (DEUs) accrued on restricted stock units (RSUs) previously granted to the Reporting Person under the WK Kellogg Co 2023 Long-Term Incentive Plan. The DEUs will vest on the same terms and conditions as the corresponding RSUs to which they relate. Each DEU represents the contingent right to receive one share of the Issuer's common stock.

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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did WK Kellogg Co (KLG) report on Form 4 for David McKinstray?

The filing reports the accrual of 1,194.18 dividend equivalent units (DEUs) tied to previously granted RSUs under the 2023 Long-Term Incentive Plan.

When was the transaction and filing dated on the Form 4?

The transaction date is 09/12/2025 and the Form 4 was signed by an attorney-in-fact on 09/16/2025.

Did the reporting person pay for the DEUs?

No. The Form 4 lists the price as $0, indicating these DEUs were credited as dividend equivalents rather than purchased.

How many shares does David McKinstray beneficially own after this transaction?

After the reported DEU accrual the filing shows 10,580 shares beneficially owned (direct).

What is the vesting treatment of the DEUs?

The DEUs "will vest on the same terms and conditions as the corresponding RSUs" and each DEU represents the contingent right to one share of common stock.