Ferrero Acquisition: KLG Shares Cancelled; Trust Receives $23 Per Share

Rhea-AI Filing Summary

W.K. Kellogg Foundation Trust reported the disposition of 13,505,159 shares of WK Kellogg Co (KLG) common stock in connection with a completed merger. On September 26, 2025, Ferrero International S.A. acquired the issuer under a Merger Agreement dated July 10, 2025, and caused Frosty Merger Sub, Inc. to merge into the issuer. At the effective time, each outstanding share (other than excluded shares) was cancelled and converted into the right to receive $23.00 per share in cash. As a result of the transaction, the Trust’s reported beneficial ownership of the issuer’s common stock is 0.

Positive

• Merger completed with Ferrero International S.A., providing a definitive outcome to the strategic transaction
• Cash consideration of $23.00 per share delivered to holders of the cancelled common stock
• W.K. Kellogg Foundation Trust realized proceeds from disposition of 13,505,159 shares

Negative

• Issuer common stock was cancelled at the effective time of the merger, eliminating those shares from public float
• W.K. Kellogg Foundation Trust reduced its beneficial ownership to 0, removing a long-standing institutional holder

Insights

M&A Specialist

TL;DR Completed acquisition: Ferrero closed the merger and cashed out public shares at $23.00 each.

The filing documents a standard acquisition-close disclosure: Ferrero International S.A. completed its acquisition through a merger on September 26, 2025, and per the Merger Agreement each outstanding share (subject to limited exclusions) was cancelled and converted into $23.00 cash. The W.K. Kellogg Foundation Trust disposed of 13,505,159 shares and reports zero remaining beneficial ownership. This is a material corporate control change that effects ownership, liquidity, and the public float by converting equity into cash consideration.

Corporate Governance Expert

TL;DR Trustees disclosed a full cash-out of trust holdings following the merger; beneficiaries receive $23.00 per share.

The Form 4 reflects trustee action consistent with the Merger Agreement: the Trust’s large block of shares was cancelled for cash consideration, and the reporting signatures indicate the corporate trustee executed under power of attorney. The filing confirms the Trust no longer holds beneficially owned common stock after the transaction, a governance and stewardship outcome that transfers control to the acquirer and resolves potential conflicts tied to a large institutional holder.

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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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^*

KELLOGG W K FOUNDATION TRUST

(Last) (First) (Middle)

ONE MICHIGAN AVENUE EAST

(Street)

BATTLE CREEK MI 49017-4058

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

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)

	Form filed by One Reporting Person
X	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	09/26/2025		D(1)		13,505,159	D	$23(1)	0	D(2)

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

1. Name and Address of Reporting Person^*

KELLOGG W K FOUNDATION TRUST

(Last) (First) (Middle)

ONE MICHIGAN AVENUE EAST

(Street)

BATTLE CREEK MI 49017-4058

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

KELLOGG W K FOUNDATION

(Last) (First) (Middle)

ONE MICHIGAN AVENUE EAST

(Street)

BATTLE CREEK MI 49017-4058

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On September 26, 2025, Ferrero International S.A. ("Parent"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Frosty Merger Sub, Inc., a wholly-owned indirect subsidiary of Parent ("Merger Sub"), dated as of July 10, 2025 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned indirect subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) was automatically cancelled, extinguished and converted into the right to receive $23.00 per share in cash without interest thereon.

2. These shares were owned by the W.K. Kellogg Foundation Trust (the "Trust") of which Steven A. Cahillane, La June Montgomery Tabron, Richard M. Tsoumas and The Northern Trust Company are Trustees and the W.K. Kellogg Foundation is the sole beneficiary.

	/s/ Craig R. Carberry, Associate General Counsel, The Northern Trust Company, as Corporate Trustee of the W.K. Kellogg Foundation Trust and signing for the W.K. Kellogg Foundation pursuant to a Power of Attorney dated August 30, 2017	09/30/2025
	** Signature of Reporting Person	Date
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FAQ

What transaction is reported on the Form 4 for WK Kellogg Co (KLG)?

The Form 4 reports the disposition of 13,505,159 shares on September 26, 2025 in connection with the Merger in which Ferrero International S.A. acquired the issuer.

How much cash did shareholders receive per share in the merger?

Each issued and outstanding share (other than certain excluded shares) was converted into the right to receive $23.00 per share in cash.

What is the W.K. Kellogg Foundation Trust’s beneficial ownership after the reported transaction?

Following the reported transaction, the Trust’s beneficial ownership of WK Kellogg Co common stock is reported as 0 shares.

When did the Merger Agreement relevant to this Form 4 originate?

The Merger Agreement referenced in the filing is dated July 10, 2025, and the acquisition closed on September 26, 2025.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Craig R. Carberry, Associate General Counsel, The Northern Trust Company, as Corporate Trustee and under a Power of Attorney dated August 30, 2017.