Wk Kellogg Company SEC Filings

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.

WK Kellogg Co entered into a definitive merger agreement with Ferrero International S.A. under which each outstanding share of WK Kellogg common stock will be converted into the right to receive $23.00 per share in cash. The merger was effected through Frosty Merger Sub, Inc., a wholly owned indirect subsidiary of Ferrero, with specified exclusions for treasury shares and shares held by Parent or its subsidiaries, which were cancelled without consideration.

The filing references the Agreement and Plan of Merger dated July 10, 2025, and notes corporate governance changes effective September 26, 2025, including an amended and restated certificate of incorporation and bylaws, plus a Ferrero press release and interactive XBRL cover file. The filing is signed by CFO David McKinstray.

The New York Stock Exchange LLC filed a Form 25 notifying the Commission of the removal/withdrawal of the class of securities of WK Kellogg Co (listed as KLG) from listing and/or registration on the Exchange. The form cites compliance with the Exchange rules under 17 CFR 240.12d2-2 and notes that the Form 25 and attached notice satisfy applicable procedural provisions. No financial results, transaction details, or dates of the delisting action are provided in this filing.

WK Kellogg Co held a special meeting of shareholders to consider a proposed merger pursuant to an Agreement and Plan of Merger dated July 10, 2025. The merger would result in Merger Sub merging into the company, leaving the company as a wholly owned indirect subsidiary of Ferrero International, S.A. The filing notes there were no recorded broker non-votes in connection with the vote. The document includes an executed signature block from the company Chief Financial Officer, David McKinstray, dated September 19, 2025.