WK Kellogg (KLG) Insider Form 4: Merger Cash-Out Details
Rhea-AI Filing Summary
Michael Corbo, a director of WK Kellogg Co (KLG), reported on Form 4 that on 09/26/2025 his previously held common stock was cancelled and converted as part of a merger under the Merger Agreement dated July 10, 2025. Each outstanding share of common stock was converted into the right to receive $23.00 per share in cash. The Form 4 shows a disposition of 24,354 shares of Common Stock and that deferred equity awards (6,510.37 Deferred Stock Units and 1,239.99 Phantom Stock units) were converted into cash equivalents tied to the $23.00 per-share price. Following the reported transactions the amount of common stock beneficially owned by the reporting person is shown as 0.
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Insights
TL;DR: Director Michael Corbo's equity converted to cash at $23.00 per share due to a merger that took the company private.
The Form 4 documents a corporate change where Ferrero International S.A. completed a merger causing WK Kellogg Co common shares to be cancelled and converted into a cash payment of $23.00 per share at the Effective Time. The reporting person disposed of 24,354 common shares and had deferred and phantom equity (6,510.37 DSUs and 1,239.99 phantom units) converted into cash rights tied to the same per-share price. The filing is routine for Section 16 reporting following a corporate acquisition and provides clear, quantifiable settlement terms for equity holders.
TL;DR: The merger resulted in cancellation of public shares and cash-out of equity awards, removing open-market holdings for the reporting director.
This Form 4 confirms that at the Effective Time the issuer became a wholly owned indirect subsidiary of the buyer and all outstanding common stock was converted into a fixed cash payment of $23.00 per share. Deferred Stock Units and Phantom Stock previously outstanding were likewise converted into cash rights payable under the award terms and Section 409A. The filing is consistent with standard post-merger insider reporting and documents that the reporting director no longer holds publicly traded common shares following the transaction.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Deferred Stock Units | 6,510.37 | $23.00 | $150K |
| Disposition | Phantom Stock | 1,239.99 | $23.00 | $29K |
| Disposition | Common Stock | 24,354 | $23.00 | $560K |
Footnotes (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"). 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.
