WK Kellogg (KLG) Form 4: 1,576 deferred units awarded to director

Rhea-AI Filing Summary

WK Kellogg Co (KLG) director received deferred stock units under director compensation. The reporting person, Gund G Zachary, was granted 1,576 deferred stock units on 08/15/2025 under the company's 2023 Long-Term Incentive Plan as part of the non-employee director compensation program. Each unit is economically equivalent to one share of common stock and will be paid in shares either as a lump sum or in ten annual installments when the director's service ends. The filing shows a price field of $23 and lists the amount beneficially owned following the transaction as 14,143.55. The Form 4 was signed by an attorney-in-fact on 08/18/2025.

Positive

• Alignment with shareholders: Director compensation is payable in shares, aligning director interests with long-term shareholder value.
• Deferred payout structure: Payment upon termination and option for installment payments may limit immediate dilution and promote retention.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation grant; no immediate dilution and standard deferred payout terms.

The reported grant of 1,576 deferred stock units to a non-employee director is a common element of director pay programs and aligns with the Amended and Restated 2023 Long-Term Incentive Plan. The units convert economically to one share each and are payable in stock upon termination of service, either lump sum or over ten years, which preserves alignment with shareholders without immediate issuance of shares. The filing contains no indication of unusual terms or related-party conflicts.

Compensation Analyst

TL;DR: Compensation action appears routine; impact limited to future share issuance at standard deferred schedule.

The award reflects standard non-employee director compensation delivered as deferred stock units. Material impact on equity or dilution is likely minimal in the short term because payment is deferred until service termination and may be spread over ten years. The filing notes a $23 price reference and reports post-transaction beneficial ownership as 14,143.55, but provides no further valuation breakdown within the form.

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

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^*

Gund G Zachary

(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)
08/15/2025

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
Deferred Stock Units	(1)	08/15/2025		A		1,576		(1)	(1)	Common Stock	1,576	$23	14,143.55	D

Explanation of Responses:

1. Represents deferred stock units granted under the Amended and Restated WK Kellogg Co 2023 Long-Term Incentive Plan pursuant to an election made by the Reporting Person under the non-employee director compensation program of the Issuer. Each deferred stock unit is the economic equivalent of one share of the common stock of the Issuer (Common Stock). The deferred stock units are payable in shares of Common Stock, either in a lump sum or in ten annual installments, commencing on the date on which the service of the Reporting Person as a Director terminates.

Remarks:

	/s/ Gordon Paulson, Attorney-in-Fact	08/18/2025
	** 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 Form 4 filed for KLG report on 08/15/2025?

The Form 4 reports a grant of 1,576 deferred stock units to director Gund G Zachary on 08/15/2025 under the 2023 Long-Term Incentive Plan.

How and when will the deferred stock units for KLG be paid?

The deferred stock units are payable in common stock either as a lump sum or in ten annual installments, commencing when the director's service terminates.

Does the Form 4 show immediate sale or purchase of KLG shares?

No. The filing shows a grant of deferred stock units (transaction code A) rather than an open-market purchase or sale.

What ownership is reported after the transaction on the Form 4?

The form lists 14,143.55 as the amount of securities beneficially owned following the reported transaction.

Was the Form 4 signed and who signed it?

The Form 4 was signed by /s/ Gordon Paulson, Attorney-in-Fact on 08/18/2025.