KLG Form 4: Director Gund G. Zachary Receives Deferred Equity Awards

Rhea-AI Filing Summary

Gund G. Zachary, a director of WK Kellogg Co (KLG), reported equity awards received as part of director compensation. The filing shows deferred stock units granted on 09/12/2025 (each unit economically equivalent to one share) and phantom stock acquired on 09/15/2025 under the company's director compensation programs. The deferred stock units and phantom shares reflect dividend-related awards and are payable in shares of common stock only upon the director's separation of service or as otherwise specified, with deferred stock units payable either in a lump sum or in ten annual installments. The form was signed by an attorney-in-fact on 09/16/2025.

Positive

• Director received equity-linked awards (deferred stock units and phantom stock), which align compensation with shareholder value.
• Awards tied to dividends, preserving economic equivalence to common stock and maintaining incentive alignment.

Negative

• Awards are deferred and only distributable upon separation of service, so they do not provide immediate liquidity to the reporting person.
• No cash purchase was reported; these are compensation grants rather than purchases, so they do not reflect active insider buying in open market.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation disclosed; awards are deferred and payable upon separation, aligning director pay with shareholder value.

The Form 4 reports non-cash awards commonly used for non-employee director compensation: deferred stock units and phantom stock tied to dividends and paid in shares upon separation of service. Such arrangements align long-term director incentives with shareholders and delay economic realization until separation or specified payout events, which can help with retention and governance alignment. There is no indication of cash purchases or immediate voting changes in this filing.

Securities Analyst

TL;DR: Transactions are routine equity compensation grants, not active market trades; limited immediate market impact.

The entries show awards recorded on 09/12/2025 and 09/15/2025 and filed 09/16/2025. Quantities are expressed as economic equivalents to shares (deferred stock units and phantom stock). Because these awards are deferred and distributable only upon separation, they do not represent immediate dilution through open-market issuance and are unlikely to materially affect near-term share count or liquidity.

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

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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^*

Gund G Zachary

(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		101.46		(1)	(1)	Common Stock	101.46	$23	14,245.01	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 did Gund G. Zachary report on the Form 4 for KLG?

The filing reports deferred stock units granted on 09/12/2025 and phantom stock acquired on 09/15/2025 under WK Kellogg Co director compensation programs.

Are the deferred units and phantom stock immediately payable or distributable?

No. The deferred stock units and phantom stock are payable or distributable only upon the director's separation of service, with deferred stock units payable either in a lump sum or in ten annual installments.

Do these entries represent open-market purchases by the insider?

No. The entries reflect compensation awards (deferred stock units and phantom stock) tied to dividends, not open-market purchases.

When was the Form 4 signed and filed for these transactions?

The signature by an attorney-in-fact is dated 09/16/2025, reflecting the filing of the reported transactions.

What is the economic nature of the deferred stock units and phantom stock?

Each deferred stock unit and each phantom stock share is stated to be the economic equivalent of one share of WK Kellogg Co common stock.