Welcome to our dedicated page for Wk Kellogg Company SEC filings (Ticker: KLG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
WK Kellogg Co filings document the company's transition from a listed public cereal company to a wholly owned indirect subsidiary of Ferrero International S.A. after completion of its merger in September 2025. The record includes Form 8-K material-event reports, proxy and shareholder-vote materials, operating-results releases, and disclosure on material agreements and capital structure.
Subsequent filings record the removal of KLG common stock from NYSE listing and Exchange Act registration through Form 25 and Form 15. They also document termination of a credit agreement and repayment of obligations at closing, along with governance, risk-factor and corporate-status disclosures tied to the transaction.
WK Kellogg Co (KLG) completed a merger into Ferrero’s structure that converted public shares and awards into cash at $23.00 per share. At the merger effective time, each issued and outstanding common share was cancelled and converted into the right to receive $23.00 in cash. The reporting person, Gary H. Pilnick (Director and Chief Executive Officer), shows multiple disposals and conversions: previously held common shares and dividend equivalent units were cancelled or disposed of for $23.00 per share, and unvested restricted stock units (RSUs) and dividend equivalents were converted into contingent cash awards reflecting the $23.00 per share price. Performance-based restricted stock units (PSUs) were converted into contingent cash awards calculated assuming achievement at 140% of target. Converted RSU and PSU cash awards will be paid on their applicable vesting or performance-payment dates, subject to continued service or qualifying termination.
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.
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.
WK Kellogg Co director Arlin Wendy C. reported the disposition of 24,354 shares of Common Stock and the cancellation/conversion of 1,239.99 phantom shares (DSUs) into cash at a per-share price of $23.00 as part of the merger described in the filing. The filing states the company became a wholly owned indirect subsidiary of the acquiring parent and that outstanding common shares were cancelled and converted into the right to receive $23.00 per share in cash. Deferred stock units were likewise cancelled and converted into a cash payment equal to the per-share price times the underlying shares, subject to applicable tax withholding and payment timing rules under the DSU terms.
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.
W.K. Kellogg Foundation Trust reported the disposition of 13,505,159 shares of WK Kellogg Co (KLG) common stock in connection with a completed merger. On September 26, 2025, Ferrero International S.A. acquired the issuer under a Merger Agreement dated July 10, 2025, and caused Frosty Merger Sub, Inc. to merge into the issuer. At the effective time, each outstanding share (other than excluded shares) was cancelled and converted into the right to receive $23.00 per share in cash. As a result of the transaction, the Trust’s reported beneficial ownership of the issuer’s common stock is 0.
Amendment No. 1 to Schedule 13D reports that Merger Sub merged into WK Kellogg Co on September 26, 2025, leaving the issuer as a wholly owned subsidiary of Acquiror.
Each share of WK Kellogg common stock was automatically cancelled and converted into the right to receive $23.00 per share in cash. Trading of the common stock on the NYSE was halted prior to the open on September 26, 2025, and the issuer requested delisting and deregistration; the issuer also intends to file a Form 15 to suspend reporting obligations. The reporting persons state they no longer beneficially own any common stock and ceased to own more than 5% of the class as a result of the closing.
WK Kellogg Co filed S-8 registration statements registering shares of its common stock for issuance under employee plans. The filings cover 5,000,000 shares under the 2023 Long-Term Incentive Plan (as amended May 2, 2024), 2,000,000 shares under the WK Kellogg Co Savings and Investment Plan and 2,250,000 shares under the Kellogg Company Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan (filed Sept 29, 2023), and 5,142,000 shares under the 2023 Plan plus 2,500,000 shares under the 2023 Employee Stock Purchase Plan (filed Sept 20, 2023). Signatories include the CEO and plan administrators.
WK Kellogg Co submitted post-effective S-8 registration statements registering a total of 16,892,000 shares of common stock for issuance under its employee plans. The filings cover 5,000,000 shares under the 2023 Long-Term Incentive Plan (amended May 2, 2024), 4,250,000 shares under two employee savings plans, and 7,642,000 shares under the 2023 Plan and the 2023 Employee Stock Purchase Plan.
WK Kellogg Co filed an S-8 post-effective amendment registering shares for employee compensation plans. The filings register specific blocks of common stock for the 2023 Long-Term Incentive Plan, two employee savings and investment plans and the 2023 Employee Stock Purchase Plan. Individually filed registration amounts include 5,000,000; 2,000,000; 2,250,000; 5,142,000; and 2,500,000 shares, totaling 16,892,000 shares available for issuance under those plans.