WK Kellogg Form 4 shows cash conversion of shares and DSUs at $23

Rhea-AI Filing Summary

WK Kellogg Co director Arlin Wendy C. reported the disposition of 24,354 shares of Common Stock and the cancellation/conversion of 1,239.99 phantom shares (DSUs) into cash at a per-share price of $23.00 as part of the merger described in the filing. The filing states the company became a wholly owned indirect subsidiary of the acquiring parent and that outstanding common shares were cancelled and converted into the right to receive $23.00 per share in cash. Deferred stock units were likewise cancelled and converted into a cash payment equal to the per-share price times the underlying shares, subject to applicable tax withholding and payment timing rules under the DSU terms.

Positive

• Certain shareholders and award holders received a guaranteed cash payment of $23.00 per share for each canceled share, providing immediate liquidity.
• Deferred stock units (DSUs) were converted to cash based on the same per-share price, ensuring consistent treatment across equity types.

Negative

• Public common shares were cancelled, meaning the issuer is no longer publicly held and public equity liquidity ceased.
• Director's reported reduction in beneficial ownership (24,354 shares disposed) reflects elimination of previously held public equity positions.

Insights

Corporate Governance Expert

TL;DR: Director holdings were cashed out at a fixed merger price; this reflects a completed change in control that eliminates public common equity.

The report documents a change-in-control transaction where outstanding public common shares were cancelled and converted into a fixed cash payment per share. For corporate governance, the key implication is that public shareholders were cashed out and the issuer ceased to have freely traded common stock following the merger, removing traditional public shareholder oversight. The director's disposal was a contractual conversion rather than an open-market sale, and deferred awards were similarly converted per plan terms.

M&A Specialist

TL;DR: The Form 4 records the cash-out mechanics of a completed merger—equity converted at a set cash price and phantom units settled in cash.

From an M&A perspective, the filing confirms the merger consideration was cash at a stated per-share price, and that equity-based compensation was settled in cash based on the same price. This is a routine post-closing conversion consistent with typical merger agreements where the buyer elects to cash out public shares and outstanding equity awards. No additional contingent consideration or option adjustments are disclosed in the form.

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Arlin Wendy C.

(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)
09/26/2025

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
Common Stock	09/26/2025		D(1)		24,354	D	$23	0	D

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	(2)	09/26/2025		D(2)			1,239.99	(2)	(2)	Common Stock	1,239.99	$23	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of July 10, 2025 (the "Merger Agreement"), by and among the Issuer, Ferrero International S.A. ("Parent"), and Frosty Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned indirect subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of common stock, par value $0.0001 per share ("Common Stock"), of the Issuer that was issued and outstanding as of immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $23.00 per share in cash, without interest thereon (the "Per Share Price").

2. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each deferred share of Common Stock (each, a "DSU"), including all dividend equivalents accrued or credited with respect to such DSU, that was outstanding and unvested as of immediately prior to the Effective Time was automatically cancelled and converted into the right of the Reporting Person to receive, at the time specified under their applicable terms and in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, an amount in cash (without interest and subject to applicable withholding taxes) equal to (a) the Per Share Price multiplied by (b) the total number of shares of Common Stock underlying such DSU.

	/s/Gordon Paulson, Attorney-in-Fact	09/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did the KLG Form 4 report about the director's holdings?

The filing reports the director disposed of 24,354 common shares and had 1,239.99 phantom shares (DSUs) converted into a cash payment based on the per-share price of $23.00.

Why were shares converted to cash in this Form 4 for KLG?

The Form 4 states shares were automatically cancelled and converted into the right to receive $23.00 per share in cash pursuant to the merger agreement that effected a change in control.

How were deferred stock units (DSUs) handled in the transaction?

Outstanding DSUs were cancelled and converted into a cash payment equal to the $23.00 per-share price multiplied by the number of underlying shares, subject to plan terms and tax withholding.

Does the Form 4 indicate any open-market sales by the director?

No. The dispositions reported were the result of contractual conversion under the merger agreement, not open-market sales.

Did the filing disclose any additional consideration or contingent payments?

The Form 4 discloses only a cash conversion at $23.00 per share and conversion of DSUs into cash; no contingent or additional consideration is described.