KLG Form 4: RSUs and PSUs converted to cash at $23 after Ferrero acquisition

Rhea-AI Filing Summary

WK Kellogg Co insider Doug VanDeVelde reported multiple disposals and conversions tied to the company's merger with Ferrero. At the merger Effective Time on 09/26/2025 each outstanding share of common stock was cancelled and converted into the right to receive $23.00 per share in cash. The filing shows common stock disposals and conversions resulting from that transaction, including RSUs and PSUs converted into contingent cash awards payable based on original vesting or performance schedules. Certain holdings are held indirectly through a 401(k) plan and by spouse-held trust accounts. A correction was made to prior DEU reporting by 583.62 units.

Positive

• All outstanding common shares and awards were converted into cash at a fixed $23.00 per share, providing certainty of consideration to holders
• Conversion terms for PSUs assume achievement at 140% of target for calculation of Converted PSU Cash Awards
• Filing corrects prior DEU overstatement by 583.62 units, improving reporting accuracy

Negative

• Public equity positions and unvested awards were cancelled, eliminating future upside in KLG stock for the reporting person
• RSUs and DEUs were converted into contingent cash payable only on original vesting or qualifying termination, which may delay or reduce immediate liquidity for some awards

Insights

Financial Analyst

TL;DR: Insider equity was cashed out at a fixed $23 per share in a change-of-control; compensation awards converted into contingent cash.

The Form 4 documents a standard merger-related conversion where public common shares were cancelled for $23.00 per share and equity awards (RSUs, PSUs, DEUs) were converted into contingent cash awards tied to original vesting or performance mechanics. The filing clarifies direct and indirect holdings, including amounts in the employee savings plan and spouse-held trust, and corrects a previous DEU overstatement. This is procedural for insiders following a completed acquisition and does not present new operational data about the company.

Corporate Governance Expert

TL;DR: Transaction reflects routine change-of-control treatment of equity awards under the merger agreement, with administrative corrections.

The disclosure aligns with merger agreement terms: outstanding shares and unvested equity instruments were cancelled and converted into cash payments at the Per Share Price, with PSUs assessed at 140% of target for conversion mechanics. The filing properly distinguishes direct versus indirect beneficial ownership and corrects a prior DEU reporting error, demonstrating attention to reporting accuracy. No governance irregularities are evident in the disclosed actions.

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^*

VanDeVelde Doug

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Growth 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)		1,241(2)	D	$23	0	D
Common Stock	09/26/2025		D(1)		177.141(3)	D	$23	0	I	By 401(k) Plan
Common Stock	09/26/2025		D(1)		23,284	D	$23	0	I	Held in Trust by Spouse

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	(4)	09/26/2025		D(4)			142,080	(4)	(4)	Common Stock	142,080	$23	0	D
Performance-based Restricted Stock Units	(5)	09/26/2025		A(5)		45,284		(5)	(5)	Common Stock	45,284	$0	45,284	D
Performance-based Restricted Stock Units	(5)	09/26/2025		D(5)			45,284	(5)	(5)	Common Stock	45,284	$23	0	D
Dividend Equivalent Units	(4)	09/26/2025		D(4)			9,513.48(6)	(4)	(4)	Common Stock	9,513.48	$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. Includes 623 shares of Common Stock acquired by the Reporting Person under the WK Kellogg Co 2023 Employee Stock Purchase Plan.

3. 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.

4. 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.

5. 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.

6. 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 583.62 DEUs. Accordingly, the total number of DEUs reported as disposed herein has been increased by 583.62 DEUs to correct the overstatement in such filing.

	/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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did Doug VanDeVelde report on the KLG Form 4?

The Form 4 reports disposals and conversions of common stock and equity awards tied to the merger, including cancelled shares and converted RSUs/PSUs.

What was the per-share cash consideration in the Ferrero merger for KLG?

Each outstanding share of KLG common stock was converted into the right to receive $23.00 per share in cash.

How were unvested RSUs and PSUs handled in the merger?

Unvested RSUs and PSUs were cancelled and converted into contingent cash awards equal to the Per Share Price times the underlying shares, with PSUs calculated assuming 140% of target for conversion.

Were any indirect holdings disclosed on the Form 4?

Yes. The filing shows shares indirectly held in a 401(k) plan and shares held in trust by the reporting person’s spouse.

Did the filing correct any prior reporting errors?

Yes. The total number of dividend equivalent units disposed was increased by 583.62 DEUs to correct an overstatement in a prior filing.