WK Kellogg Form 4 Shows Merger Cash-Out of Director Holdings at $23

Rhea-AI Filing Summary

WK Kellogg Co (KLG) Form 4: The reporting person, Director Ramon Murguia, reported transactions tied to the Merger dated July 10, 2025, under which Ferrero International S.A. acquired the company. At the Merger's effective time, each outstanding common share was cancelled and converted into the right to receive $23.00 per share in cash. The Form 4 shows Murguia disposed of 25,429 common shares and had 1,239.99 phantom shares (DSUs) converted into the right to receive cash based on the same $23.00 per-share price. The reported changes reflect merger consideration and conversion of deferred stock units into cash.

Positive

• Merger completed resulting in a clear cash consideration of $23.00 per share
• Deferred Stock Units (DSUs) converted to cash, providing liquidity to the reporting person
• Form 4 transparently discloses director-level ownership changes tied to the Merger

Negative

• All outstanding common shares were cancelled, eliminating public equity holdings for prior shareholders
• Reporting person no longer holds beneficial common stock post-transaction (beneficial ownership shown as 0)
• No new operating or financial guidance is provided by this disclosure

Insights

Corporate Governance Expert

TL;DR: Form 4 reflects routine post-merger equity cancellations and cash-out of director holdings under the merger terms.

The filing documents that, at the effective time of the Merger, all common shares were cancelled and converted into cash consideration of $23.00 per share and that deferred stock units (DSUs) were likewise converted into a cash payment. This is an administrative disclosure of ownership changes required by Section 16 and does not indicate voluntary open-market trading. The key governance implication is that the reporting person no longer holds beneficial common stock tied to the public company post-closing.

Securities Analyst

TL;DR: Transactions arose from the merger payout; reporting person received cash in lieu of equity at $23.00 per share.

The Form 4 quantifies the cash-out: common shares and 1,239.99 phantom shares were converted into cash payable at $23.00 per share. Reported disposals total 25,429 common shares and conversion of DSUs into a cash right. For investors, this filing documents the mechanical execution of the merger consideration but provides no new financial projections or operating metrics.

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^*

MURGUIA RAMON

(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)		25,354	D	$23	0	D
Common Stock	09/26/2025		D(1)		75	D	$23	0	I	By Trust

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
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.
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FAQ

What did Ramon Murguia report on the Form 4 for KLG?

The Form 4 reports disposals and conversions tied to the Merger: 25,429 common shares disposed and 1,239.99 phantom shares (DSUs) converted into the right to receive cash at $23.00 per share.

Why were shares cancelled and converted to cash in this Form 4?

Per the Merger Agreement dated July 10, 2025, each outstanding common share was cancelled and converted into the right to receive $23.00 in cash at the Merger's effective time.

Did the reporting person receive stock or cash for deferred stock units (DSUs)?

The DSUs were cancelled and converted into a cash payment equal to the $23.00 per-share consideration multiplied by the number of shares underlying each DSU, payable under applicable terms.

Does this Form 4 indicate open-market trading by the director?

No. The reported dispositions and conversions are the result of the Merger's terms rather than independent open-market trading activity.

What is the per-share price reported in the Form 4?

The Form 4 states the Per Share Price paid in the Merger is $23.00 per share.