[Form 4] WK Kellogg Co Insider Trading Activity

Rhea-AI Filing Summary

WK Kellogg Co director Ramon Murguia received 182.498 phantom shares on 09/15/2025 under the company's non-employee director compensation plan. Each phantom share equals one share of WK Kellogg Co common stock and was issued in connection with a cash dividend; the filing reports an economic acquisition at a per-share value of $22.98. After this grant the reporting person is shown as beneficially owning 1,239.99 shares directly. The phantom shares are payable only upon the director's separation of service, as defined for tax purposes.

Positive

• Director compensation aligns with shareholder interests through deferred phantom shares that mirror common stock value
• Clear disclosure of grant amount (182.498 phantom shares), per-share value ($22.98), and distribution condition (payable on Separation of Service)

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received deferred phantom shares worth $22.98 each, increasing direct beneficial ownership to 1,239.99 shares.

The Form 4 documents a routine non-cash grant under the non-employee director compensation program rather than an open-market purchase or sale. The grant of 182.498 phantom shares provides economic exposure tied to common stock value but is subject to distribution only upon separation of service, so it is compensation-aligned and long-term in nature. There is no cash transaction affecting outstanding shares and no change to the company’s capital structure disclosed.

Corporate Governance Expert

TL;DR: This is a standard director compensation award that vests on separation, aligning long-term interests without immediate liquidity.

From a governance perspective, the disclosure is complete for the reported grant: it identifies the award type (phantom stock), the number granted, the economic equivalence to common shares, the timing, and the distribution condition tied to separation of service under Section 409A. The filing was executed by an attorney-in-fact and signed on 09/16/2025. No unusual terms or immediate exercisability are shown.

09/16/2025 - 06:54 PM

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^*

MURGUIA RAMON

(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)
09/15/2025

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
Phantom Stock	(1)	09/15/2025		A		182.498		(1)	(1)	Common Stock	182.498	$22.98	1,239.99	D

Explanation of Responses:

1. 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 did Ramon Murguia report on the Form 4 for KLG?

The Form 4 reports the acquisition of 182.498 phantom shares of WK Kellogg Co on 09/15/2025, increasing his beneficial ownership to 1,239.99 shares.

Are the phantom shares payable immediately?

No. The phantom shares are the economic equivalent of common stock but are distributable only upon Separation of Service as defined under Section 409A.

What value is reported for the phantom shares?

The filing shows a per-share price/economic value of $22.98 for the underlying common stock.

Was this an open-market transaction or compensation?

The filing states the shares were issued under the non-employee director compensation program in connection with a cash dividend, indicating a compensation grant rather than an open-market trade.

Who signed the Form 4?

The Form 4 was signed on behalf of the reporting person by Gordon Paulson, Attorney-in-Fact on 09/16/2025.