KLG Insider Form 4 Shows $23/Share Conversion of Stock and RSUs

Rhea-AI Filing Summary

WK Kellogg Co insider Form 4 shows that at the effective time of a July 10, 2025 merger, each outstanding common share was cancelled and converted into the right to receive $23.00 per share in cash. Reporting person Brice Sherry, Chief Supply Chain Officer, shows disposition of 11,450 shares and conversion of equity awards: 116,993 restricted stock units (converted to contingent cash awards), 33,257 performance-based RSUs converted and reported as both acquired and disposed at assumed performance, and 7,933.59 dividend equivalent units also converted. Converted awards will be paid in cash on original vesting or performance settlement dates subject to continued service or qualifying termination.

Positive

• Definitive cash consideration of $23.00 per share was established for all outstanding common stock, providing certain liquidity to holders
• Unvested RSUs and PSUs converted into contingent cash awards preserving value for award holders under original vesting/performance timelines
• Correction made to prior DEU reporting, improving accuracy of insider disclosure

Negative

• Common stock cancelled so holders lose ongoing equity exposure and future upside beyond the $23.00 per share cash consideration
• Converted awards are contingent on continued service or qualifying termination, so payment timing and receipt depend on employment conditions

Insights

Securities Analyst

TL;DR: The Form 4 documents post-merger cash-out of equity awards at a fixed $23 per share, converting all outstanding common stock and RSUs into contingent cash payments.

The filing reflects a transaction driven by a definitive merger agreement where common stock was cancelled for $23.00 per share in cash and unvested equities were converted into contingent cash awards payable on original vesting/performance schedules or upon qualifying termination. For investors this is a definitive liquidity event replacing equity exposure with time‑subject cash claims; insider reported dispositions align with the merger mechanics rather than market trading decisions.

Corporate Governance Expert

TL;DR: Governance outcome: a controlling parent completed an acquisition, triggering standardized cancellation and cash settlement of equity awards under the merger agreement.

The Form 4 clarifies that RSUs, PSUs, and dividend equivalents were converted per the Merger Agreement terms, including PSUs assumed at 140% of target for settlement calculations. The filing corrects a prior DEU reporting misstatement by 303.741 units. Documentation shows procedural compliance with Section 16 reporting and treatment of award vesting conditions, indicating orderly post-close administration of equity compensation.

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^*

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)
09/26/2025

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	09/26/2025		D(1)		11,450(2)	D	$23	0	D

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	(3)	09/26/2025		D(3)			116,993	(3)	(3)	Common Stock	116,993	$23	0	D
Performance-based Restricted Stock Units	(4)	09/26/2025		A(4)		33,257		(4)	(4)	Common Stock	33,257	$0	33,257	D
Performance-based Restricted Stock Units	(4)	09/26/2025		D(4)			33,257	(4)	(4)	Common Stock	33,257	$23	0	D
Dividend Equivalent Units	(3)	09/26/2025		D(3)			7,933.59(5)	(3)	(3)	Common Stock	7,933.59	$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 2,115 shares of Common Stock acquired by the Reporting Person under the WK Kellogg Co 2023 Employee Stock Purchase Plan.

3. 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.

4. 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.

5. 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 303.741 DEUs. Accordingly, the total number of DEUs reported as disposed herein has been increased by 303.741 DEUs to correct the overstatement in such filing.

	/s/Gordon Paulson, Attorney-in-Fact	09/30/2025
	** Signature of Reporting Person	Date
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FAQ

What did Brice Sherry report on the Form 4 for WK Kellogg Co (KLG)?

The Form 4 reports disposition of 11,450 shares and conversion of 116,993 RSUs, 33,257 PSUs, and 7,933.59 DEUs due to the merger cash-out at $23.00 per share.

Why were shares and awards converted on the Form 4?

Per the Merger Agreement, each outstanding common share and unvested equity award was cancelled and converted into the right to receive $23.00 per share in cash or a cash award based on that per-share price.

When will converted RSU and PSU cash awards be paid?

Converted RSU cash awards will be paid on the awards' original vesting dates subject to continued service or qualifying termination; Converted PSU cash awards will be paid at the end of the applicable performance period subject to the same conditions.

Did the filing correct any prior reporting errors?

Yes. The filing increases DEUs reported as disposed by 303.741 units to correct an overstatement in the Form 4 filed on 12/17/2024.

How were PSUs valued for conversion in the merger?

PSUs were converted into contingent cash awards using the per-share price of $23.00 multiplied by the number of shares determined assuming 140% of target performance.