WK Kellogg (KLG) Director Granted Deferred Stock Units and Phantom Shares

Rhea-AI Filing Summary

Sherwood, Mindy, a director of WK Kellogg Co (KLG), reported acquisitions of equity-linked compensation tied to dividends. On 09/12/2025 she received 66.98 deferred stock units under the company's 2023 Long-Term Incentive Plan at a recorded value of $23 each; these units are payable in common stock either in a lump sum or in ten annual installments after her service as a director ends. On 09/15/2025 she received 182.498 phantom stock shares under the non-employee director compensation program at $22.98 each; those phantom shares become distributable only upon Separation of Service. The Form 4 was signed by attorney-in-fact Gordon Paulson on 09/16/2025.

Positive

• Transparent disclosure of director compensation tied to dividends with clear payout conditions.
• Compensation aligns director economic interests with common stock through deferred stock units and phantom shares.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation recorded as dividend-linked deferred units and phantom shares; no sale or purchase of market shares reported.

The Form 4 documents compensatory equity grants to a non-employee director tied to dividend payments: 66.98 deferred stock units under the 2023 Long-Term Incentive Plan and 182.498 phantom stock shares under the director compensation program. Both instruments are economically equivalent to common shares and are subject to distribution upon termination of service, indicating standard vesting/distribution mechanics rather than market transactions. There are no indications of open-market trades or changes to direct common stock holdings reported here.

Corporate Governance Expert

TL;DR: Disclosure reflects standard non-employee director dividend compensation; filings clarify payout timing and plan mechanics.

The explanatory notes explicitly state these grants arise from dividend treatment and the company’s compensation plans: deferred stock units payable in shares (lump sum or ten annual installments) and phantom shares distributable upon Separation of Service as defined for Section 409A purposes. This aligns with customary director compensation frameworks and provides transparency on when economic benefits convert to actual share distributions. The filing is procedural and informational for shareholders.

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)
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
Deferred Stock Units	(1)	09/12/2025		A		66.98		(1)	(1)	Common Stock	66.98	$23	9,403.42	D
Phantom Stock	(2)	09/15/2025		A		182.498		(2)	(2)	Common Stock	182.498	$22.98	1,239.99	D

Explanation of Responses:

1. Represents additional deferred stock units granted under the WK Kellogg Co 2023 Long-Term Incentive Plan in connection with the dividend paid on shares of the WK Kellogg Co common stock (Common Stock). Each deferred stock unit is the economic equivalent of one share of 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.

2. Represents shares of the WK Kellogg Co common stock acquired for the benefit of the Reporting Person under the WK Kellogg Co non-employee director compensation program in connection with a cash dividend paid on shares of the common stock. Each share of phantom stock is the economic equivalent of one share of the WK Kellogg Co common stock. The shares become distributable to the Reporting Person or his beneficiary only upon Separation of Service with the Issuer (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) of the Reporting Person.

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 transactions did Mindy Sherwood report on the Form 4 for KLG?

The Form 4 reports receipt of 66.98 deferred stock units on 09/12/2025 and 182.498 phantom stock shares on 09/15/2025, both tied to dividend compensation.

Are the deferred stock units and phantom shares immediately distributable?

No. The deferred stock units are payable in shares either in a lump sum or in ten annual installments upon termination of director service; the phantom shares become distributable only upon Separation of Service as defined for Section 409A.

What plan governed the deferred stock units received by the director?

The deferred stock units were granted under the WK Kellogg Co 2023 Long-Term Incentive Plan in connection with a dividend on common stock.

What values are shown for the reported equity awards?

The Form 4 lists a value of $23 for each deferred stock unit and $22.98 for each phantom stock share as shown in the filing.

Who signed the Form 4 filing and when?

The Form 4 was signed by Gordon Paulson, Attorney-in-Fact on 09/16/2025.