[Form 4] WK Kellogg Co Insider Trading Activity

Rhea-AI Filing Summary

Brice Sherry, Chief Supply Chain Officer of WK Kellogg Co (KLG), recorded a non-cash acquisition on 09/12/2025 of 805.71 dividend equivalent units (DEUs) tied to previously granted restricted stock units under the WK Kellogg Co 2023 Long-Term Incentive Plan. Each DEU represents the contingent right to one share and will vest on the same schedule as the underlying RSUs. After this accrual the reporting person is shown as beneficially owning 7,629.85 shares on a direct basis. The DEUs are listed with a price of $0, reflecting accrual of dividend equivalents rather than a purchased transaction.

Positive

• Alignment with shareholders: DEUs mirror RSU vesting, tying executive compensation to long-term equity performance
• Retention incentive: Accruals under the 2023 LTIP reinforce executive retention without immediate cash outlay

Negative

• None.

Insights

Compensation Analyst

TL;DR Routine accrual of dividend equivalent units on RSUs aligns executive pay with long-term shareholder value and follows the 2023 LTIP.

The entry reports 805.71 DEUs that mirror the vesting of pre-existing RSUs, indicating no new cash outlay or option exercise. This is a standard compensation accounting treatment that preserves the economic link between dividends and equity awards. Impact on share count is contingent and not an immediate dilution event until DEUs convert to shares at vesting conditions.

Corporate Governance Expert

TL;DR A routine, disclosure-compliant update showing retention-focused equity compensation rather than a material transaction.

The Form 4 documents the accrual of dividend equivalents under the 2023 Long-Term Incentive Plan and affirms governance practices of tying executive rewards to equity performance. The DEUs vest with their corresponding RSUs so the governance implication is continued alignment and retention incentive rather than governance concern or unusual insider activity.

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^*

Brice Sherry

(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 Supply Chain 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		805.71		(1)	(1)	Common Stock	805.71	$0	7,629.85	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 transaction did Brice Sherry report on Form 4 for KLG?

The Form 4 reports an accrual on 09/12/2025 of 805.71 dividend equivalent units (DEUs) tied to previously granted RSUs under the WK Kellogg Co 2023 Long-Term Incentive Plan.

What do the DEUs represent in this filing?

Each DEU represents the contingent right to receive one share of WK Kellogg Co common stock and will vest on the same terms as the corresponding RSUs.

How many shares does the reporting person beneficially own after the reported transaction?

The filing shows the reporting person beneficially owns 7,629.85 shares on a direct basis following the reported accrual.

Was there any cash paid for these units?

No. The DEUs are listed with a price of $0, indicating they are accrued dividend equivalents rather than a purchased security.

Under which plan were these DEUs granted?

They were granted under the WK Kellogg Co 2023 Long-Term Incentive Plan.