WK Kellogg (KLG) Insider Filing: 1,032 Deferred Units Granted to Director

Rhea-AI Filing Summary

WK Kellogg Co (KLG) director Mindy Sherwood received 1,032 deferred stock units on 08/15/2025 under the company's 2023 Long-Term Incentive Plan. The filing shows the units were granted as part of the non-employee director compensation program and were acquired at a reported price of $23 per unit. Each deferred stock unit is the economic equivalent of one share of common stock and will be paid in shares either in a lump sum or in ten annual installments beginning when the director's service terminates. After the grant, the report lists 9,336.44 as the amount of common stock beneficially owned following the transaction, reported as direct ownership.

Positive

• Director compensation aligns with shareholder value through deferred stock units that track common stock
• Clear payout terms disclosed: payable in shares either in lump sum or in ten annual installments after service termination

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation granted as deferred stock units; standard governance practice with deferred payout feature.

The Form 4 discloses a non-employee director compensation grant of 1,032 deferred stock units to Mindy Sherwood under the 2023 Long-Term Incentive Plan. The units mirror one-for-one economic exposure to common stock and include a deferred payout mechanism payable in shares, either lump sum or over ten years after service termination. This structure aligns director incentives with shareholder outcomes while deferring tax and dilution timing. The filing appears complete and executed by an attorney-in-fact.

Securities Analyst

TL;DR: Non-material insider acquisition for compensation purposes; no immediate market-moving effect disclosed.

The reported acquisition is coded as an award of deferred stock units rather than a market purchase or sale. The grant size (1,032 units) and the reported per-unit price ($23) are disclosed, and ownership following the grant is listed as 9,336.44 shares (direct). The transaction is consistent with routine director pay and does not indicate trading intent or hedging. No additional derivative or sale transactions are reported in this filing.

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^*

Sherwood Mindy

(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		1,032		(1)	(1)	Common Stock	1,032	$23	9,336.44	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 Mindy Sherwood report on the Form 4 for KLG?

The Form 4 reports a grant of 1,032 deferred stock units to Mindy Sherwood on 08/15/2025 under WK Kellogg Co's 2023 Long-Term Incentive Plan.

How are the deferred stock units payable according to the filing?

The filing states each deferred stock unit is payable in shares of common stock either in a lump sum or in ten annual installments commencing when the director's service terminates.

What economic equivalence do the deferred stock units have?

Each deferred stock unit is described as the economic equivalent of one share of WK Kellogg Co common stock.

What price is shown for the deferred stock units on the Form 4?

The Form 4 lists a reported price of $23 per deferred stock unit.

How many shares did the reporting person beneficially own after the transaction?

The Form 4 reports 9,336.44 as the amount of common stock beneficially owned following the reported transaction.