WK Kellogg (KLG) Insider Disposes All Shares Following $23/Share Merger

Rhea-AI Filing Summary

WK Kellogg Co (KLG) insider Julio N. Nemeth reported disposition of all his company equity due to the completed merger with Ferrero. The Form 4 shows that at the merger effective time each outstanding common share was cancelled and converted into the right to receive $23.00 per share in cash. The reporting person disposed of a total of 24,366 common shares (24,354 directly and two indirect holdings of 6 shares each) on 09/26/2025 and holds 0 shares after the transaction. Deferred Stock Units totaling 3,617.33 shares and Phantom Stock totaling 1,239.99 shares were also cancelled and converted into cash payable under the merger terms. The Form 4 reflects that the dispositions were made pursuant to the Merger Agreement dated July 10, 2025, by which the issuer became a wholly owned indirect subsidiary of Ferrero International S.A.

Positive

• All outstanding shares and equity awards were cashed out at a fixed price of $23.00, providing clear liquidity to holders
• The merger completed under a definitive agreement, establishing the consideration and mechanics for conversion of equity and deferred awards

Negative

• Reporting person holds 0 common shares after the transaction, eliminating any ongoing equity exposure to KLG
• Deferred Stock Units and Phantom Stock were cancelled, converting future compensation into immediate cash subject to withholding

Insights

Corporate Governance Expert

TL;DR: Insider holdings were fully cashed out at a fixed $23.00 per share as part of a definitive merger, eliminating reporting person’s equity stake.

The Form 4 documents a standard Section 16 disclosure following a merger consummation. The reporting person’s direct and indirect common shares, along with deferred and phantom equity, were cancelled and converted to cash consideration under the Merger Agreement. From a governance perspective, the transaction appears contractual and non-discretionary for the insider, with cash-out mechanics applied to both vested/equity and deferred compensation instruments. There is no indication of post-merger equity retention by this reporting person in the filing.

Securities/Compensation Analyst

TL;DR: All equity-linked interests (common stock, DSUs, phantom stock) were converted into cash at $23.00 per share, resulting in zero post-closing holdings.

The filing quantifies disposals: 24,366 common shares, 3,617.33 deferred stock units and 1,239.99 phantom shares converted to cash at the Per Share Price of $23.00. The DSUs and phantom units will be paid in cash per their terms and Section 409A timing; amounts and tax withholdings will apply per plan rules. This is a routine merger-related equity settlement rather than an opportunistic open-market sale.

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^*

Nemeth Julio N

(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
Common Stock	09/26/2025		D(1)		6	D	$23	0	I	Held in Trust for Spouse
Common Stock	09/26/2025		D(1)		6	D	$23	0	I	Held in Trust for Children

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	(2)	09/26/2025		D(2)			3,617.33	(2)	(2)	Common Stock	3,617.33	$23	0	D
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
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FAQ

What did Julio N. Nemeth report on the Form 4 for KLG?

The Form 4 reports that Mr. Nemeth disposed of 24,366 common shares and that his deferred and phantom equity (3,617.33 DSUs and 1,239.99 phantom shares) were cancelled and converted to cash at $23.00 per share pursuant to the merger.

Why were the shares and equity awards converted into cash?

Per the Merger Agreement dated July 10, 2025, at the effective time each outstanding common share and certain equity awards were cancelled and converted into the right to receive $23.00 per share in cash.

How many shares does the reporting person own after the reported transactions?

Following the reported transactions, the Form 4 shows the reporting person owns 0 common shares of KLG.

When did these transactions occur?

The reported dispositions and conversions are dated 09/26/2025, with the Form 4 signed on 09/30/2025 by the attorney-in-fact.

At what price were the shares converted in the merger?

Each share was converted into the right to receive $23.00 per share in cash, without interest.