[Form 4] WK Kellogg Co Insider Trading Activity

Rhea-AI Filing Summary

Bruce Alan Brown, Chief Customer Officer at WK Kellogg Co (KLG), reported multiple transactions tied to the company's merger with Ferrero. At the merger effective time each outstanding KLG share was converted into the right to receive $23.00 per share in cash. The Form 4 shows prior stock purchases and plan holdings (including 3,933 shares via the 2023 ESPP and 340.712 shares held indirectly in the savings plan) and records the cancellation and cash conversion of 127,707 restricted stock units and 33,257 performance-based RSUs (PSUs), with PSUs measured at 140% of target for payout purposes. The filing corrects a prior DEU overstatement and records certain dispositions and plan-related acquisitions tied to the merger consideration.

Insights

Financial Analyst

TL;DR: Merger produced full cash-out at $23.00 per share; large equity awards converted to contingent cash payouts, reducing stock exposure.

The Form 4 documents the corporate control event that converted all common shares into a fixed cash payment of $23.00 per share and converted equity awards into contingent cash awards payable at original vesting dates or upon qualifying termination. The reporting officer shows both small ESPP/401(k) holdings and material plan-based award conversions (127,707 RSUs and 33,257 PSUs at 140% payout assumption). For investors, this is a routine post-merger administrative reporting of insider holdings and award treatment rather than new operational guidance. The corrected DEU figure improves prior reporting accuracy.

Corporate Governance Expert

TL;DR: Filing reflects appropriate treatment of equity awards under the merger agreement and a corrected prior reporting error.

The disclosure indicates adherence to the Merger Agreement provisions: outstanding shares were cancelled for $23.00 in cash and outstanding RSUs/PSUs were converted into contingent cash awards with payment conditions tied to vesting or qualifying terminations. The Form 4 also corrects a previously overstated dividend equivalent unit amount, demonstrating remedial compliance. No mid-period executive-level unusual transfers or undisclosed related-party arrangements are shown; the transactions are consistent with change-in-control mechanics.

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
Estimated average burden
hours per response:			0.5

X

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

1. Name and Address of Reporting Person^*

Brown Bruce Alan

(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 Customer Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

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
Common Stock	12/13/2024		P		47.94	A	$21.36	7,733.94	D
Common Stock	03/14/2025		L		52.85	A	$20.13	7,786.79	D
Common Stock	06/13/2025		L		68.24	A	$15.71	7,855.03	D
Common Stock	09/12/2025		L		47.12	A	$23	7,902.15	D
Common Stock	09/26/2025		D(1)		11,835.15(2)	D	$23	0	D
Common Stock	09/26/2025		D(1)		340.712(3)	D	$23	0	I	By 401(k) Plan

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
Restricted Stock Units	(4)	09/26/2025		D(4)			127,707	(4)	(4)	Common Stock	127,707	$23	0	D
Performance-based Restricted Stock Units	(5)	09/26/2025		A(5)		33,257		(5)	(5)	Common Stock	33,257	$0	33,257	D
Performance-based Restricted Stock Units	(5)	09/26/2025		D(5)			33,257	(5)	(5)	Common Stock	33,257	$23	0	D
Dividend Equivalent Units	(4)	09/26/2025		D(4)			8,130.59(6)	(4)	(4)	Common Stock	8,130.59	$23	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of July 10, 2025 (the "Merger Agreement"), by and among the Issuer, Ferrero International S.A. ("Parent"), and Frosty Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned indirect subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of common stock, par value $0.0001 per share ("Common Stock"), of the Issuer that was issued and outstanding as of immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $23.00 per share in cash, without interest thereon (the "Per Share Price").

2. Includes 3,933 shares of Common Stock acquired by the Reporting Person under the WK Kellogg Co 2023 Employee Stock Purchase Plan.

3. Represents shares of Common Stock indirectly held by the Reporting Person's account in the WK Kellogg Co Savings and Investment Plan immediately prior to the Effective Time.

4. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU"), including all dividend equivalents accrued or credited with respect to such RSU, that was outstanding and unvested as of immediately prior to the Effective Time was automatically cancelled and converted into the contingent right of the Reporting Person to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted RSU Cash Award") equal to (a) the Per Share Price multiplied by (b) the total number of shares of Common Stock subject to such RSU. Each Converted RSU Cash Award will be paid on the applicable vesting date(s) that applied to the corresponding RSU, subject to the Reporting Person's continued employment or service through such date or, if earlier, upon a qualifying termination of employment.

5. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each performance-based restricted stock unit ("PSU"), including all dividend equivalents accrued or credited with respect to such PSU, that was outstanding and unvested as of immediately prior to the Effective Time was automatically cancelled and converted into the contingent right of the Reporting Person to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted PSU Cash Award") equal to (a) the Per Share Price multiplied by (b) the total number of shares of Common Stock subject to such PSU determined assuming achievement at 140% of target performance. Each Converted PSU Cash Award will be paid at the end of the applicable performance period that applied to the corresponding PSU, subject to the Reporting Person's continued employment or service through such date or, if earlier, upon a qualifying termination of employment.

6. The reduction in the total number of dividend equivalent units ("DEUs") reported in the Form 4 filed by the Reporting Person on 12/17/2024 was inadvertently overstated by 356.45 DEUs. Accordingly, the total number of DEUs reported as disposed herein has been increased by 356.45 DEUs to correct the overstatement in such filing.

	/s/Gordon Paulson, Attorney-in-Fact	09/30/2025
	** 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 per-share cash consideration did KLG shareholders receive in the merger?

The Form 4 states each outstanding KLG common share was converted into the right to receive $23.00 per share in cash.

How many restricted stock units (RSUs) were converted for Bruce Alan Brown?

The filing reports 127,707 restricted stock units converted into contingent cash awards payable at their original vesting dates.

What happened to performance-based restricted stock units (PSUs)?

PSUs were converted into contingent cash awards measured assuming 140% of target, with the filing showing 33,257 PSUs reported.

Were there any corrections to prior filings?

Yes. The Form 4 corrects an overstatement of dividend equivalent units by 356.45 DEUs previously reported.

Did the reporting person acquire shares through employee plans?

Yes. The report includes 3,933 shares acquired under the 2023 Employee Stock Purchase Plan and 340.712 shares indirectly held in the WK Kellogg Co Savings and Investment Plan.

On what date were the key transactions reported?

The earliest transaction date listed is 09/26/2025, with other plan-related acquisitions shown from 12/13/2024, 03/14/2025, 06/13/2025, and 09/12/2025.