KLG Form 4: 24,354 shares and equity awards settled for $23.00 per share

Rhea-AI Filing Summary

WK Kellogg Co reporting officer/director transaction tied to merger consideration. At the effective time of the disclosed merger, each outstanding share of WK Kellogg common stock was cancelled and converted into the right to receive $23.00 per share in cash. The reporting person disposed of 24,354 shares of common stock and had deferred stock units and phantom stock cancelled and converted into cash rights equal to the per-share price, representing 9,403.42 DSUs and 1,239.99 phantom stock units. The Form 4 reflects these conversions and cash settlement provisions under the merger agreement with Ferrero International S.A.

Positive

• Definitive cash consideration of $23.00 per share provides a clear and fixed valuation for outstanding common stock
• Equity awards (DSUs and phantom stock) converted to cash, providing liquidity to holders under the merger terms
• Merger completed resulting in clear settlement mechanics for outstanding securities under the Merger Agreement

Negative

• Public common shares were cancelled and converted into cash, ending those shares' status as publicly traded equity
• Issuer became a wholly owned indirect subsidiary of Ferrero International S.A., eliminating independent public shareholder governance

Insights

Financial Analyst

TL;DR: The filing documents cash conversion of equity at $23/share following a completed merger, a material corporate control change.

The Form 4 shows that outstanding common shares and equity-based awards were cancelled and converted into cash consideration of $23.00 per share pursuant to the merger agreement with Ferrero International S.A. The reported disposition of 24,354 common shares and conversion of deferred and phantom units into cash means public equity was exchanged for a fixed cash price, which is a definitive liquidity event that removes those shares from public float.

Corporate Governance Expert

TL;DR: The transaction documents the issuer becoming a wholly owned indirect subsidiary, changing governance and public shareholder status.

The disclosure states the issuer survived the merger as a wholly owned indirect subsidiary of Ferrero International S.A., and that outstanding equity awards were cancelled for cash. That is a material change in ownership and governance: shareholders received cash rather than continuing as equity holders, and insider holdings were settled under the merger terms.

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^*

Sherwood Mindy

(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

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)			9,403.42	(2)	(2)	Common Stock	9,403.42	$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
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).
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FAQ

What did the WK Kellogg (KLG) Form 4 disclose about insider holdings?

The Form 4 shows the reporting person disposed of 24,354 common shares and had 9,403.42 DSUs and 1,239.99 phantom stock units cancelled and converted into cash rights.

Why were WK Kellogg shares converted to cash at $23.00 per share?

Per the Merger Agreement with Ferrero International S.A., each outstanding share was automatically cancelled and converted into the right to receive $23.00 per share in cash at the merger's effective time.

Did the Form 4 indicate the company remains publicly traded?

The Form 4 states the issuer survived the merger as a wholly owned indirect subsidiary of Ferrero International S.A., indicating the public shares were cancelled and converted to cash.

How were deferred stock units handled in the transaction?

Deferred stock units outstanding and unvested were cancelled and converted into the right to receive an amount in cash equal to $23.00 multiplied by the number of shares underlying each DSU.

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

The Form 4 was signed by an attorney-in-fact, Gordon Paulson, on behalf of the reporting person as indicated on the form.

Does the Form 4 show any derivative securities remaining post-transaction?

The Form 4 reports the DSUs and phantom stock were disposed/cancelled and converted to cash; it shows 0 shares of common stock beneficially owned following these reported transactions in the tables.