WK Kellogg Director Receives 1,032 DSUs Under 2023 LTIP

Rhea-AI Filing Summary

Julio N. Nemeth, a director of WK Kellogg Co (KLG), received 1,032 deferred stock units on 08/15/2025 under the Amended and Restated WK Kellogg Co 2023 Long-Term Incentive Plan as part of the non-employee director compensation program. Each deferred stock unit equals one share of common stock and is payable in shares either in a lump sum or in ten annual installments beginning when the director’s service terminates. Following this grant, the reporting person beneficially owns 3,591.56 shares (reported as direct ownership). The transaction was reported on a Form 4 signed by an attorney-in-fact on 08/18/2025.

Positive

• 1,032 deferred stock units granted to align director compensation with shareholder interests
• Grant issued under the Amended and Restated WK Kellogg Co 2023 Long-Term Incentive Plan
• Deferred units payable in shares, either lump sum or ten annual installments, providing clear payout mechanics
• Reporting shows beneficial ownership post-grant of 3,591.56 shares

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation grant aligning pay with equity, no unusual terms disclosed.

The filing documents a standard deferred stock unit grant to a non-employee director under the companys 2023 Long-Term Incentive Plan. The units convert to shares and are payable upon termination of service either as a lump sum or over ten years, which is a common retention mechanism for directors. The filing shows direct beneficial ownership following the grant, and there are no indications of related-party conflicts, sales, or conversions in this report.

Compensation Analyst

TL;DR: 1,032 DSUs granted at reported $23 price; standard director equity deferral with vesting tied to continued service.

The disclosure specifies 1,032 deferred stock units granted on 08/15/2025 under the Amended and Restated 2023 LTIP and notes a price field of $23. Each DSU represents one share and is payable in shares upon service termination, either in a lump sum or in ten annual installments. This structure is consistent with long-term alignment and deferred payout provisions for non-employee directors; the report does not show exercises, option activity, or cash payouts.

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
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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^*

Nemeth Julio N

(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)	1,032	$23	3,591.56	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 WK Kellogg Co director Julio Nemeth receive on 08/15/2025 (KLG)?

He received 1,032 deferred stock units under the 2023 Long-Term Incentive Plan.

How are the deferred stock units payable for KLG director grants?

Each deferred stock unit is the economic equivalent of one share and is payable in shares either in a lump sum or in ten annual installments after the directors service ends.

How many shares does Julio Nemeth beneficially own after the reported transaction?

The Form 4 reports 3,591.56 shares beneficially owned following the transaction.

Under which plan were the deferred stock units granted?

They were granted under the Amended and Restated WK Kellogg Co 2023 Long-Term Incentive Plan.

When was the Form 4 filed or signed?

The Form 4 shows a signature by an attorney-in-fact dated 08/18/2025.