KLG Insider Form 4: Equity Awards Converted to Cash at $23 Per Share

Rhea-AI Filing Summary

WK Kellogg Co (KLG) completed a merger into Ferrero’s structure that converted public shares and awards into cash at $23.00 per share. At the merger effective time, each issued and outstanding common share was cancelled and converted into the right to receive $23.00 in cash. The reporting person, Gary H. Pilnick (Director and Chief Executive Officer), shows multiple disposals and conversions: previously held common shares and dividend equivalent units were cancelled or disposed of for $23.00 per share, and unvested restricted stock units (RSUs) and dividend equivalents were converted into contingent cash awards reflecting the $23.00 per share price. Performance-based restricted stock units (PSUs) were converted into contingent cash awards calculated assuming achievement at 140% of target. Converted RSU and PSU cash awards will be paid on their applicable vesting or performance-payment dates, subject to continued service or qualifying termination.

Positive

• Merger completed with definitive cash consideration of $23.00 per share, providing liquidity to holders.
• Unvested RSUs and PSUs converted into contingent cash awards, preserving economic value for awardees under original vesting/performance timelines.
• PSUs converted assuming 140% of target, which increases the converted value used to calculate PSU cash awards.

Negative

• All outstanding common shares were cancelled, meaning KLG ceased to trade as a public company and public equity holdings were extinguished.
• Ownership positions reported by the CEO were reduced to zero following the cash conversion and disposals.
• Dividend equivalent units and equity awards were converted to contingent cash, removing ongoing share-based equity ownership and associated voting rights.

Insights

Corporate Governance Expert

TL;DR: The Form 4 documents a completed cash-out merger that cancels public shares and converts equity awards into contingent cash payments at $23.00 per share.

The filing confirms the Merger Agreement's execution and the Effective Time mechanics: all outstanding common stock was cancelled and converted into cash consideration of $23.00 per share. Equity-based awards (RSUs, PSUs and accrued dividend equivalents) were automatically converted into contingent cash awards tied to the $23.00 per share price, with PSUs measured at 140% of target for conversion. The reporting person’s Form 4 shows disposals and reductions in direct and indirect holdings consistent with the corporate transaction and includes a correction to previously reported dividend equivalent units. This is a routine post-closing insider reporting of the merger consideration and award conversions rather than an independent trading decision.

Compensation & Benefits Analyst

TL;DR: Equity compensation was settled in cash per the merger terms; PSUs were converted on a 140% target assumption and payments remain contingent on vesting/service rules.

The disclosure details how unvested RSUs and PSUs, plus accrued DEUs, were converted into contingent cash awards equal to the $23.00 per share merger price multiplied by underlying share counts. RSU cash awards pay on original vesting dates, and PSU cash awards pay at the end of performance periods, subject to continued employment or qualifying termination. The Form 4 shows a sizable number of converted awards (e.g., 746,552 RSU-equivalent shares cancelled and 245,046 PSUs converted at 140% assumption), indicating significant compensation value will be paid out under the merger timetable and plan rules.

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^*

PILNICK GARY H

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)		3,923	D	$23	0	D
Common Stock	09/26/2025		D(1)		79.949(2)	D	$23	0	I	By 401(k) Plan
Common Stock	09/26/2025		D(1)		318	D	$23	0	I	Held in Trust by Spouse
Common Stock	09/26/2025		D(1)		12,867	D	$23	0	I	Held in Trust by Spouse and Children
Common Stock	09/26/2025		D(1)		95,442	D	$23	0	I	Held in Trust for Self

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
Restricted Stock Units	(3)	09/26/2025		D(3)			746,552	(3)	(3)	Common Stock	746,552	$23	0	D
Performance-based Restricted Stock Units	(4)	09/26/2025		A(4)		245,046		(4)	(4)	Common Stock	245,046	$0	245,046	D
Performance-based Restricted Stock Units	(4)	09/26/2025		D(4)			245,046	(4)	(4)	Common Stock	245,046	$23	0	D
Dividend Equivalent Units	(3)	09/26/2025		D(3)			49,161.72(5)	(3)	(3)	Common Stock	49,161.72	$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. Represents shares of Common Stock indirectly held by the Reporting Person's account in the WK Kellogg Co Savings and Investment Plan immediately prior to the Effective Time.

3. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU"), including all dividend equivalents accrued or credited with respect to such RSU, that was outstanding and unvested as of immediately prior to the Effective Time was automatically cancelled and converted into the contingent right of the Reporting Person to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted RSU Cash Award") equal to (a) the Per Share Price multiplied by (b) the total number of shares of Common Stock subject to such RSU. Each Converted RSU Cash Award will be paid on the applicable vesting date(s) that applied to the corresponding RSU, subject to the Reporting Person's continued employment or service through such date or, if earlier, upon a qualifying termination of employment.

4. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each performance-based restricted stock unit ("PSU"), including all dividend equivalents accrued or credited with respect to such PSU, that was outstanding and unvested as of immediately prior to the Effective Time was automatically cancelled and converted into the contingent right of the Reporting Person to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted PSU Cash Award") equal to (a) the Per Share Price multiplied by (b) the total number of shares of Common Stock subject to such PSU determined assuming achievement at 140% of target performance. Each Converted PSU Cash Award will be paid at the end of the applicable performance period that applied to the corresponding PSU, subject to the Reporting Person's continued employment or service through such date or, if earlier, upon a qualifying termination of employment.

5. The reduction in the total number of dividend equivalent units ("DEUs") reported in the Form 4 filed by the Reporting Person on 12/17/2024 was inadvertently overstated by 2,877.96 DEUs. Accordingly, the total number of DEUs reported as disposed herein has been increased by 2,877.96 DEUs to correct the overstatement in such filing.

	/s/Gordon Paulson, Attorney-in-Fact	09/30/2025
	** Signature of Reporting Person	Date
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FAQ

What price did WK Kellogg Co (KLG) stock convert to in the merger?

Each issued and outstanding common share was converted into the right to receive $23.00 per share in cash.

What happened to unvested RSUs and PSUs held by insiders?

Unvested RSUs and accrued dividend equivalents were cancelled and converted into Converted RSU Cash Awards payable on original vesting dates; PSUs were converted into Converted PSU Cash Awards assuming achievement at 140% of target, payable at the end of performance periods, subject to service conditions.

Did the reporting person (Gary H. Pilnick) retain any KLG shares after the merger?

The Form 4 reports disposals and conversions that result in zero shares beneficially owned following the reported transactions for the classes listed.

Were any corrections made to prior filings in this Form 4?

Yes. The filing states that the reduction in total dividend equivalent units reported on 12/17/2024 was inadvertently overstated by 2,877.96 DEUs, and this Form 4 increases the DEUs reported as disposed to correct that overstatement.

Who filed the Form 4 on behalf of the reporting person?

The signature block shows the Form 4 was signed by Gordon Paulson, Attorney-in-Fact on behalf of the reporting person on 09/30/2025.