WK Kellogg (KLG) Director Receives 182.498 Phantom Shares in Dividend-Linked Award

Rhea-AI Filing Summary

Reporting person: Banyard R David, director of WK Kellogg Co (KLG). On 09/15/2025 he was credited with 182.498 units of Phantom Stock, each unit economically equivalent to one share of WK Kellogg Co common stock, at a per-unit value of $22.98. The filing shows 182.498 underlying common shares associated with the phantom units and reports 1,239.99 shares beneficially owned following the transaction. The phantom shares were issued under the company’s non-employee director compensation program in connection with a cash dividend and are distributable only upon the reporting person’s separation of service as defined for tax purposes. The Form 4 was signed by attorney-in-fact on 09/16/2025.

Positive

• 182.498 phantom stock units credited under the non-employee director compensation program
• Phantom units are deferred and distributable only on separation of service, limiting immediate dilution and liquidity impact

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation credited in phantom stock; no change in voting shares or immediate cash proceeds.

The reported grant of 182.498 phantom stock units is described as part of the non-employee director compensation plan tied to a cash dividend. Phantom units provide economic exposure without transfer of legal title or immediate distributable shares until separation of service, which preserves current governance and voting structure. This is a standard, non-dilutive compensation mechanism for directors and does not reflect a sale or purchase of open-market shares.

Compensation Analyst

TL;DR: Compensation-driven crediting of phantom units valued at $22.98 each; typical deferral feature limits near-term liquidity impact.

The transaction shows an award of 182.498 phantom stock units at a per-unit value of $22.98, recorded in connection with a dividend. Because the units vest or become distributable only upon separation of service, they function as deferred compensation tied to equity value rather than immediate cash or equity issuance. For investors assessing director pay practices, this is a routine, tax-structured award rather than an operational or financial signal.

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

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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^*

Banyard R 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)

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 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.
* 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

Who filed the Form 4 for WK Kellogg Co (KLG)?

The filing reports transactions by Banyard R David, a director of WK Kellogg Co.

What transaction was reported on 09/15/2025 in the KLG Form 4?

An acquisition of 182.498 phantom stock units credited under the company’s non-employee director compensation program.

What is the per-unit value reported for the phantom stock in the KLG filing?

The filing lists a per-unit price/value of $22.98 for the phantom stock units.

Are the phantom stock units immediately distributable to the director?

No; the units become distributable only upon the reporting person’s Separation of Service as defined for tax purposes.

How many common shares does the Form 4 show as beneficially owned following the transaction?

The Form 4 reports 1,239.99 shares beneficially owned following the reported transaction.