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.
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.
Michael Corbo, a director of WK Kellogg Co (KLG), received 1,032 deferred stock units on 08/15/2025 under the company's Amended and Restated 2023 Long-Term Incentive Plan as part of the non-employee director compensation program. Each deferred stock unit is economically equivalent to one share of common stock and will be paid in shares either as a lump sum or in ten annual installments beginning when his service as a director ends. After this grant, the filing reports 6,464 shares beneficially owned by the reporting person in a direct ownership form. The reported price associated with the units in the table is $23.
WK Kellogg Co (KLG) director received deferred stock units under director compensation. The reporting person, Gund G Zachary, was granted 1,576 deferred stock units on 08/15/2025 under the company's 2023 Long-Term Incentive Plan as part of the non-employee director compensation program. Each unit is economically equivalent to one share of common stock and will be paid in shares either as a lump sum or in ten annual installments when the director's service ends. The filing shows a price field of $23 and lists the amount beneficially owned following the transaction as 14,143.55. The Form 4 was signed by an attorney-in-fact on 08/18/2025.
On 10 July 2025, WK Kellogg Co. (NYSE:KLG) signed a Merger Agreement with Ferrero International S.A. under which Ferrero will acquire all outstanding KLG shares for $23.00 in cash. The price represents a ~40 % premium to the 30-day VWAP prior to deal rumours. The Board has unanimously approved the transaction and called a virtual special meeting (date TBA 2025) for shareowners to vote on: (1) adoption of the Merger Agreement, (2) an advisory vote on transaction-related executive compensation, and (3) potential adjournment.
Voting agreements with the W.K. Kellogg Foundation Trust, Gund Entities and Gund Trusts secure support for about 21.6 % of outstanding shares. Closing is targeted for H2-2025 and is subject to majority shareowner approval, HSR and foreign antitrust clearances, a tax waiver from Kellanova, and customary conditions; no financing contingency exists. Termination fees equal $73.5 m (company) and $105.1 m (parent). If completed, KLG will be delisted and shareholders will receive cash; dissenting holders may seek appraisal under DGCL §262. The Board recommends voting FOR all proposals.
WK Kellogg Co (KLG) filed a Form 10-K/A (Amendment No. 1) to restate its FY 2024 audited statements and all four FY 2024 quarterly results. The company discovered an inventory accounting error tied to processes set up at its October 2023 spin-off from Kellanova that understated inventory and overstated cost of goods sold, with related tax effects, but no cash or operational impact. Additional immaterial mis-classifications of cash, notes payable and accounts payable were also corrected.
The error reveals a material weakness in internal control over financial reporting; management concluded that both ICFR and disclosure controls were ineffective as of 28 Dec 2024, 29 Mar 2025 and 28 Jun 2025. An updated audit report, CEO/CFO certifications and refreshed exhibits accompany the filing. The company plans to amend its Q1-25 Form 10-Q but does not expect to amend other prior filings; investors are instructed to rely only on the revised data.
Key context items highlighted: 1) Walmart accounted for 29 % of 2024 sales; top five customers 52 %. 2) Supply-chain modernization program of up to $500 m is under way. 3) 86.4 m shares outstanding as of 30 Jul 2025; June 28 2024 market cap about $1.4 bn at $16.14/share.
The filing amends Risk Factors, MD&A, financial statements, controls & procedures and exhibits; forward-looking statements are unchanged from the original 10-K’s date.