WK Kellogg (KLG) director credited 182.498 phantom shares under dividend plan

Rhea-AI Filing Summary

Wendy C. Arlin, a director of WK Kellogg Co (KLG), reported an acquisition on 09/15/2025 of 182.498 units of phantom stock under the company's non-employee director compensation program. Each phantom share is the economic equivalent of one common share and was credited in connection with a cash dividend; the filing records an attributable price of $22.98. After the transaction the reporting person beneficially owns 1,239.99 shares of common stock on a direct basis. The phantom shares become distributable only upon the reporting person's separation of service as defined for Section 409A purposes. The Form 4 was signed by an attorney-in-fact on 09/16/2025.

Positive

• No dispositions reported — the filing shows an acquisition, not a sale.
• Compensation aligned with shareholders — phantom shares mirror common stock economics via dividends.

Negative

• Restricted distribution — phantom shares are not distributable until separation of service under Section 409A, limiting immediate economic benefit.

Insights

Securities Analyst

TL;DR: Routine director compensation crediting phantom shares; no sale and no immediate cash distribution.

This Form 4 documents a non-derivative economic award credited to a director under the company's director compensation program rather than an open-market purchase or sale. The 182.498 units are phantom shares tied to dividends and are not distributable until separation of service, which limits near-term liquidity or voting changes. The reported price of $22.98 appears tied to the dividend calculation rather than an executed market trade. For investors, this is a standard governance disclosure showing director compensation alignment with shareholder economics, with limited immediate market impact.

Corporate Governance Expert

TL;DR: Compensation-related award for a director; confirms use of phantom stock under director plan.

The filing confirms WK Kellogg Co uses phantom stock to deliver economic benefits from dividends to non-employee directors, preserving tax and administrative treatment until termination of service as referenced to Section 409A. The disclosure is thorough on the award mechanics and beneficial ownership post-award (1,239.99 shares). This is a routine, compliance-focused filing that supports transparency around director pay practices without indicating any governance red flags.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Arlin Wendy C.

(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)
09/15/2025

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
Phantom Stock	(1)	09/15/2025		A		182.498		(1)	(1)	Common Stock	182.498	$22.98	1,239.99	D

Explanation of Responses:

1. 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 her beneficiary only upon the Separartion 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.
* 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 the KLG Form 4 filed for Wendy C. Arlin report?

The Form 4 reported an acquisition on 09/15/2025 of 182.498 phantom stock units under the director compensation program.

How many KLG shares does Wendy C. Arlin beneficially own after the transaction?

The filing shows 1,239.99 shares of common stock beneficially owned on a direct basis following the transaction.

What is the economic treatment of the phantom shares reported on the KLG Form 4?

Each phantom share is the economic equivalent of one common share and was credited in connection with a cash dividend; they become distributable only upon separation of service as defined for Section 409A.

What price is recorded for the phantom stock on the KLG Form 4?

The filing lists a price of $22.98 associated with the reported phantom stock units.

When was the Form 4 for this transaction signed and by whom?

The Form 4 was signed by an attorney-in-fact, Gordon Paulson, on 09/16/2025.