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 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.
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.
Gary H. Pilnick, who serves as Chief Executive Officer and a director of WK Kellogg Co (KLG), reported receipt of 4,868.28 dividend equivalent units (DEUs) on 09/12/2025. Each DEU represents a contingent right to one share of the company’s common stock and will vest on the same terms as the underlying restricted stock units (RSUs). The DEUs were recorded at a $0 price and increased the reporting person’s total beneficial ownership to 46,283.76 shares, held directly. The Form 4 was signed by an attorney-in-fact on 09/16/2025. The filing discloses only the DEU accrual and vesting linkage to prior RSUs; no cash purchase or sale occurred.
Gary H. Pilnick, who serves as Chief Executive Officer and a director of WK Kellogg Co (KLG), reported receipt of 4,868.28 dividend equivalent units (DEUs) on 09/12/2025. Each DEU represents a contingent right to one share of the company’s common stock and will vest on the same terms as the underlying restricted stock units (RSUs). The DEUs were recorded at a $0 price and increased the reporting person’s total beneficial ownership to 46,283.76 shares, held directly. The Form 4 was signed by an attorney-in-fact on 09/16/2025. The filing discloses only the DEU accrual and vesting linkage to prior RSUs; no cash purchase or sale occurred.
Doug VanDeVelde, Chief Growth Officer of WK Kellogg Co (KLG), reported on Form 4 that on 09/12/2025 he was credited with 917.59 dividend equivalent units (DEUs) tied to previously granted restricted stock units (RSUs). Each DEU represents the contingent right to receive one share of common stock and will vest on the same terms as the underlying RSUs. The DEUs were recorded at a $0 price and are reported in a direct ownership form. After this accrual, the total beneficial ownership reported for the class is 8,929.86 shares. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 09/16/2025.
Doug VanDeVelde, Chief Growth Officer of WK Kellogg Co (KLG), reported on Form 4 that on 09/12/2025 he was credited with 917.59 dividend equivalent units (DEUs) tied to previously granted restricted stock units (RSUs). Each DEU represents the contingent right to receive one share of common stock and will vest on the same terms as the underlying RSUs. The DEUs were recorded at a $0 price and are reported in a direct ownership form. After this accrual, the total beneficial ownership reported for the class is 8,929.86 shares. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 09/16/2025.
Walter Lisa, Chief Accounting Officer of WK Kellogg Co (KLG), reported a non-cash accrual on 09/12/2025: 68.76 dividend equivalent units (DEUs) were recorded related to previously granted restricted stock units (RSUs). Each DEU represents a contingent right to one share and will vest on the same terms as its related RSU. The DEUs were recorded at $0 and following the reported transaction the reporting person beneficially owns 416.94 shares directly.
Walter Lisa, Chief Accounting Officer of WK Kellogg Co (KLG), reported a non-cash accrual on 09/12/2025: 68.76 dividend equivalent units (DEUs) were recorded related to previously granted restricted stock units (RSUs). Each DEU represents a contingent right to one share and will vest on the same terms as its related RSU. The DEUs were recorded at $0 and following the reported transaction the reporting person beneficially owns 416.94 shares directly.
Wendy C. Arlin, a director of WK Kellogg Co (KLG), reported an acquisition on 09/15/2025 of 182.498 units of phantom stock under the company's non-employee director compensation program. Each phantom share is the economic equivalent of one common share and was credited in connection with a cash dividend; the filing records an attributable price of $22.98. After the transaction the reporting person beneficially owns 1,239.99 shares of common stock on a direct basis. The phantom shares become distributable only upon the reporting person's separation of service as defined for Section 409A purposes. The Form 4 was signed by an attorney-in-fact on 09/16/2025.
Wendy C. Arlin, a director of WK Kellogg Co (KLG), reported an acquisition on 09/15/2025 of 182.498 units of phantom stock under the company's non-employee director compensation program. Each phantom share is the economic equivalent of one common share and was credited in connection with a cash dividend; the filing records an attributable price of $22.98. After the transaction the reporting person beneficially owns 1,239.99 shares of common stock on a direct basis. The phantom shares become distributable only upon the reporting person's separation of service as defined for Section 409A purposes. The Form 4 was signed by an attorney-in-fact on 09/16/2025.
Bruce Alan Brown, Chief Customer Officer of WK Kellogg Co (KLG), reported on Form 4 that on 09/12/2025 he was credited with 810.79 dividend equivalent units (DEUs) tied to previously granted restricted stock units. Each DEU represents the contingent right to one share and will vest on the same terms as the related RSUs. The report shows 7,774.14 shares beneficially owned following the transaction and lists a reported price of $0 for the DEUs. The filing was signed by an attorney-in-fact on 09/16/2025.
Bruce Alan Brown, Chief Customer Officer of WK Kellogg Co (KLG), reported on Form 4 that on 09/12/2025 he was credited with 810.79 dividend equivalent units (DEUs) tied to previously granted restricted stock units. Each DEU represents the contingent right to one share and will vest on the same terms as the related RSUs. The report shows 7,774.14 shares beneficially owned following the transaction and lists a reported price of $0 for the DEUs. The filing was signed by an attorney-in-fact on 09/16/2025.
Reporting person: Banyard R David, director of WK Kellogg Co (KLG). On 09/15/2025 he was credited with 182.498 units of Phantom Stock, each unit economically equivalent to one share of WK Kellogg Co common stock, at a per-unit value of $22.98. The filing shows 182.498 underlying common shares associated with the phantom units and reports 1,239.99 shares beneficially owned following the transaction. The phantom shares were issued under the company’s non-employee director compensation program in connection with a cash dividend and are distributable only upon the reporting person’s separation of service as defined for tax purposes. The Form 4 was signed by attorney-in-fact on 09/16/2025.
Reporting person: Banyard R David, director of WK Kellogg Co (KLG). On 09/15/2025 he was credited with 182.498 units of Phantom Stock, each unit economically equivalent to one share of WK Kellogg Co common stock, at a per-unit value of $22.98. The filing shows 182.498 underlying common shares associated with the phantom units and reports 1,239.99 shares beneficially owned following the transaction. The phantom shares were issued under the company’s non-employee director compensation program in connection with a cash dividend and are distributable only upon the reporting person’s separation of service as defined for tax purposes. The Form 4 was signed by attorney-in-fact on 09/16/2025.
David McKinstray, Chief Financial Officer of WK Kellogg Co (KLG), reported a non-cash acquisition on Form 4. On 09/12/2025 he was credited 1,194.18 dividend equivalent units (DEUs) tied to previously granted restricted stock units under the 2023 Long-Term Incentive Plan. Each DEU represents the contingent right to one share of common stock and will vest on the same terms as the related RSUs. The DEUs were recorded at $0 price. After the transaction the reporting person beneficially owned 10,580 shares (direct). The filing was signed by an attorney-in-fact on 09/16/2025.
David McKinstray, Chief Financial Officer of WK Kellogg Co (KLG), reported a non-cash acquisition on Form 4. On 09/12/2025 he was credited 1,194.18 dividend equivalent units (DEUs) tied to previously granted restricted stock units under the 2023 Long-Term Incentive Plan. Each DEU represents the contingent right to one share of common stock and will vest on the same terms as the related RSUs. The DEUs were recorded at $0 price. After the transaction the reporting person beneficially owned 10,580 shares (direct). The filing was signed by an attorney-in-fact on 09/16/2025.