Wk Kellogg Company SEC Filings

Sherwood, Mindy, a director of WK Kellogg Co (KLG), reported acquisitions of equity-linked compensation tied to dividends. On 09/12/2025 she received 66.98 deferred stock units under the company's 2023 Long-Term Incentive Plan at a recorded value of $23 each; these units are payable in common stock either in a lump sum or in ten annual installments after her service as a director ends. On 09/15/2025 she received 182.498 phantom stock shares under the non-employee director compensation program at $22.98 each; those phantom shares become distributable only upon Separation of Service. The Form 4 was signed by attorney-in-fact Gordon Paulson on 09/16/2025.

Gund G. Zachary, a director of WK Kellogg Co (KLG), reported equity awards received as part of director compensation. The filing shows deferred stock units granted on 09/12/2025 (each unit economically equivalent to one share) and phantom stock acquired on 09/15/2025 under the company's director compensation programs. The deferred stock units and phantom shares reflect dividend-related awards and are payable in shares of common stock only upon the director's separation of service or as otherwise specified, with deferred stock units payable either in a lump sum or in ten annual installments. The form was signed by an attorney-in-fact on 09/16/2025.

WK Kellogg Co (KLG) Form 4: Director Julio N. Nemeth received equity units tied to a dividend. On 09/12/2025 he was granted 25.77 deferred stock units under the 2023 Long-Term Incentive Plan and on 09/15/2025 he received 182.498 phantom stock units under the non-employee director compensation program. The filing lists per-unit amounts of $23 for the deferred units and $22.98 for the phantom stock. The deferred units are payable in common shares either in a lump sum or in ten annual installments after his director service ends. The phantom stock becomes distributable only upon Separation of Service as defined for Section 409A.

Michael Corbo, a director of WK Kellogg Co (KLG), reported two routine equity awards tied to dividends. On 09/12/2025 he received 46.37 deferred stock units under the 2023 Long-Term Incentive Plan; each unit equals one share and vests for payout in shares either as a lump sum or in ten annual installments after his director service ends. On 09/15/2025 he received 182.498 phantom stock units under the non-employee director compensation program, payable only upon separation of service. Transactions were reported by an attorney-in-fact on 09/16/2025.

WK Kellogg Co entered into an Agreement and Plan of Merger with Ferrero International S.A. and Frosty Merger Sub, Inc., under which Merger Sub will be merged into the Company and the Company will become a wholly owned indirect subsidiary of Parent. The filing identifies multiple forward-looking statements about the Merger, including timing, shareholder approvals and completion risks. It lists material risks that could prevent or delay closing, including failure to obtain the required shareholder vote, unmet closing conditions, potential termination events and related litigation or costs. The Company disclaims obligation to update forward-looking statements. The filing is signed by CFO David McKinstray and references SEC disclosures dated August 7, 2025.

WK Kellogg Co entered into a definitive Merger Agreement to be acquired by Ferrero International S.A., with Merger Sub to merge into the company and WK Kellogg to become a wholly owned indirect subsidiary of Parent. The company filed a Definitive Proxy Statement with the SEC and scheduled a special meeting of shareowners for September 19, 2025 to vote on the Merger Agreement. The filing supplements prior disclosures and includes unaudited prospective financial information showing a forecasted Unlevered Free Cash Flow of $(105) million and a Change in Net Working Capital of $(1) million. Financial advisor disclosures include Goldman Sachs noting year-end fully diluted shares of 92 million for fiscal 2025 and 2026 and disclosed past compensation of $22 million from Kellogg Foundation Trust plus expected additional compensation of $93 million. Morgan Stanley reported analyst price targets of $14.00–$19.00 (median $17.00) and discounted those at 8.5% to implied equity values of $13.00–$17.50 per share. The filing reiterates forward-looking statement cautions and does not update prior risk disclosures.

WK Kellogg Co (KLG) is proposing an all-cash merger to be completed by merger of Merger Sub into WK Kellogg, with the company becoming an indirect subsidiary of Parent. The proxy discloses multiple acquisition proposals and revised offers during 2024–2025, including non-binding $25.00-per-share proposals and later Parent and consortium offers in July 2025 that referenced lower per-share ranges.

The filing details diligence, negotiation of the Merger Agreement, agreed deal mechanics for treatment of equity awards and employee protections, a Parent Termination Fee of $105,062,000 if antitrust prevents closing, and a HSR waiting period expected to expire September 4, 2025 (subject to extension by a Second Request). The Board received fairness analyses from Goldman Sachs and Morgan Stanley, which confirmed their fairness opinions given the disclosed projections and corrected historical statements. The company disclosed a material Error that caused restatements of prior audited and interim financial statements and confirmed management will prepare restatements for impacted historical consolidated financial statements.

WK Kellogg Co (KLG) director Mindy Sherwood received 1,032 deferred stock units on 08/15/2025 under the company's 2023 Long-Term Incentive Plan. The filing shows the units were granted as part of the non-employee director compensation program and were acquired at a reported price of $23 per unit. Each deferred stock unit is the economic equivalent of one share of common stock and will be paid in shares either in a lump sum or in ten annual installments beginning when the director's service terminates. After the grant, the report lists 9,336.44 as the amount of common stock beneficially owned following the transaction, reported as direct ownership.

Julio N. Nemeth, a director of WK Kellogg Co (KLG), received 1,032 deferred stock units on 08/15/2025 under the Amended and Restated WK Kellogg Co 2023 Long-Term Incentive Plan as part of the non-employee director compensation program. Each deferred stock unit equals one share of common stock and is payable in shares either in a lump sum or in ten annual installments beginning when the director’s service terminates. Following this grant, the reporting person beneficially owns 3,591.56 shares (reported as direct ownership). The transaction was reported on a Form 4 signed by an attorney-in-fact on 08/18/2025.