WK Kellogg (KLG) CEO Pilnick records 4,868 DEUs; direct holdings 46,283.76

Rhea-AI Filing Summary

Gary H. Pilnick, who serves as Chief Executive Officer and a director of WK Kellogg Co (KLG), reported receipt of 4,868.28 dividend equivalent units (DEUs) on 09/12/2025. Each DEU represents a contingent right to one share of the company’s common stock and will vest on the same terms as the underlying restricted stock units (RSUs). The DEUs were recorded at a $0 price and increased the reporting person’s total beneficial ownership to 46,283.76 shares, held directly. The Form 4 was signed by an attorney-in-fact on 09/16/2025. The filing discloses only the DEU accrual and vesting linkage to prior RSUs; no cash purchase or sale occurred.

Positive

• Received 4,868.28 DEUs that increase the reporting person’s direct beneficial ownership to 46,283.76 shares
• DEUs vest on same terms as prior RSUs, preserving equity compensation alignment with long-term incentives

Negative

• None.

Insights

Financial Analyst

TL;DR Insider received DEUs tied to prior RSUs, modestly increasing direct share holdings without cash exchange.

The filing documents accrual of 4,868.28 dividend equivalent units that mirror previously granted restricted stock units and will vest under the same schedule. Because DEUs convert to one share each on vesting and were recorded at $0, this is a non-cash grant-related accrual rather than an open-market purchase or sale. The reported post-transaction direct beneficial ownership is 46,283.76 shares, which provides transparent disclosure of the CEO’s stake but does not signal an active trading intent. For investors, this is routine compensation disclosure with limited immediate market impact.

Corporate Governance Expert

TL;DR Routine executive compensation reporting; DEUs align executive pay with long-term equity incentives.

The Form 4 clarifies that dividend equivalent units were credited against outstanding RSUs and will vest on identical terms, indicating the company’s compensation framework includes dividend equivalents to preserve economic parity during vesting. The entry was made by attorney-in-fact signature, which is a common administrative practice. This disclosure supports governance transparency regarding executive equity accruals but does not reflect any change in governance structure or control.

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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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^*

PILNICK GARY H

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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
Dividend Equivalent Units	(1)	09/12/2025		A		4,868.28		(1)	(1)	Common Stock	4,868.28	$0	46,283.76	D

Explanation of Responses:

1. Represents dividend equivalent units (DEUs) accrued on restricted stock units (RSUs) previously granted to the Reporting Person under the WK Kellogg Co 2023 Long-Term Incentive Plan. The DEUs will vest on the same terms and conditions as the corresponding RSUs to which they relate. Each DEU represents the contingent right to receive one share of the Issuer's common stock.

Remarks:

	/s/ Gordon Paulson, Attorney-in-Fact	09/16/2025
	** 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 Gary H. Pilnick report on Form 4 for KLG?

He reported 4,868.28 dividend equivalent units (DEUs) credited on 09/12/2025 that will vest on the same terms as underlying RSUs.

Do the reported DEUs represent a cash purchase or sale?

No. The DEUs were recorded at a $0 price and represent non-cash accruals linked to previously granted RSUs.

How many shares does the reporting person beneficially own after this transaction?

46,283.76 shares beneficially owned following the DEU accrual, held directly.

When was the transaction and when was the Form 4 filed?

Transaction date: 09/12/2025. Form filed/signed (by attorney-in-fact): 09/16/2025.

What is the nature of the DEUs reported?

Each DEU represents the contingent right to receive one share of the issuer’s common stock and will vest on the same schedule as the corresponding RSUs.