KLG Form 4: Corbo Granted Deferred Stock Units and Phantom Shares

Rhea-AI Filing Summary

Michael Corbo, a director of WK Kellogg Co (KLG), reported two routine equity awards tied to dividends. On 09/12/2025 he received 46.37 deferred stock units under the 2023 Long-Term Incentive Plan; each unit equals one share and vests for payout in shares either as a lump sum or in ten annual installments after his director service ends. On 09/15/2025 he received 182.498 phantom stock units under the non-employee director compensation program, payable only upon separation of service. Transactions were reported by an attorney-in-fact on 09/16/2025.

Insights

Financial Analyst

TL;DR: Routine, non-cash director compensation tied to dividends; immaterial to financial performance.

The reported grants—46.37 deferred stock units and 182.498 phantom shares—are dividend-related equity awards typical for non-employee directors. They are economic equivalents of common shares and are payable upon termination of service or in installments, so they do not represent immediate cash or market-impacting stock sales. Given the small absolute sizes disclosed, these transactions are unlikely to be material to WK Kellogg's capitalization or near-term earnings.

Corporate Governance Expert

TL;DR: Standard director compensation mechanics; aligns director pay with shareholder outcomes and preserves retention incentives.

The awards reflect common governance practice: deferred stock units and phantom stock convert economic dividends into future equity compensation, promoting alignment with shareholders and retention until separation of service. The filing indicates proper disclosure and use of established compensation plans; there are no signs of accelerated vesting, discretionary cash payouts, or unusual transaction codes that would raise governance concerns.

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Corbo Michael

(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)
09/12/2025

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

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	(1)	09/12/2025		A		46.37		(1)	(1)	Common Stock	46.37	$23	6,510.37	D
Phantom Stock	(2)	09/15/2025		A		182.498		(2)	(2)	Common Stock	182.498	$22.98	1,239.99	D

Explanation of Responses:

1. Represents additional deferred stock units granted under the WK Kellogg Co 2023 Long-Term Incentive Plan in connection with the dividend paid on shares of the WK Kellogg Co common stock (Common Stock). Each deferred stock unit is the economic equivalent of one share of Common Stock. The deferred stock units are payable in shares of Common Stock, either in a lump sum or in ten annual installments, commencing on the date on which the service of the Reporting Person as a Director terminates.

2. Represents shares of the WK Kellogg Co common stock acquired for the benefit of the Reporting Person under the WK Kellogg Co non-employee director compensation program in connection with a cash dividend paid on shares of the common stock. Each share of phantom stock is the economic equivalent of one share of the WK Kellogg Co common stock. The shares become distributable to the Reporting Person or his beneficiary only upon Separation of Service with the Issuer (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) of the Reporting Person.

Remarks:

	/s/ Gordon Paulson, Attorney-in-Fact	09/16/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Michael Corbo acquire according to the Form 4 for KLG?

He acquired 46.37 deferred stock units (09/12/2025) and 182.498 phantom stock units (09/15/2025).

When are the deferred stock units and phantom shares payable?

Deferred stock units are payable in shares either in a lump sum or in ten annual installments after the director's service ends; phantom shares become distributable only upon Separation of Service.

Under which plans were the awards granted?

Deferred stock units were granted under the WK Kellogg Co 2023 Long-Term Incentive Plan; phantom stock was granted under the non-employee director compensation program.

Were these transactions reported as acquisitions or dispositions?

Both items were reported as acquisitions (A) in the Form 4.

Who signed and filed the Form 4 and when?

The form was signed by /s/ Gordon Paulson, Attorney-in-Fact and dated 09/16/2025.