KLG delists after merger; shareholders receive $23.00 per share in cash

Rhea-AI Filing Summary

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.

Positive

• Completed merger consideration: Each share converted into $23.00 cash, providing a clear, definitive monetary outcome for shareholders.
• Closure and settlement: Reporting Persons confirm they no longer beneficially own any common stock, indicating the transaction fully settled prior ownership claims.

Negative

• Delisting and deregistration: issuer requested NYSE delisting and intends to file a Form 15 to suspend SEC reporting, ending public market access and periodic disclosures.
• Trading halted: Trading of the common stock was halted prior to the opening on September 26, 2025, removing price discovery for the security.

Insights

Financial Analyst

TL;DR: Merger closed; shareholders received $23.00 per share cash and the company will be delisted and deregistered, eliminating public float.

The closing of the merger is a definitive liquidity event that converted all public common shares into a fixed cash payment of $23.00 per share. For former public shareholders, this is a completed tender/merger outcome rather than a continuing equity stake. The filing confirms cessation of NYSE trading and an intended Form 15 filing to suspend reporting, which together remove ongoing public market disclosure obligations. The Reporting Persons report zero beneficial ownership post-closing, indicating the transaction fully settled equity positions referenced in the original Schedule 13D.

Corporate Governance Expert

TL;DR: The issuer is now a private subsidiary; delisting and suspension of reporting will end public governance and SEC reporting requirements.

The merger's legal effect—automatic cancellation of common stock and conversion to cash—terminates shareholders' voting rights and public governance mechanisms. The requested NYSE Form 25 delisting and the planned Form 15 suspension of Sections 13 and 15(d) reporting mean shareholders and regulators will no longer receive periodic public filings from the issuer. The Schedule 13D/A updates Items 4 and 5 to reflect these material corporate changes and confirms that Reporting Persons no longer hold over 5% of the class after closing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

WK Kellogg Co

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

92942W107

(CUSIP Number)

Gordon Gund
14 Nassau Street,
Princeton, NJ, 08542-4523
609-921-3633

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/26/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 92942W107

1

Name of reporting person

Gordon Gund

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 92942W107

1

Name of reporting person

George Gund fbo George Gund III #7 dated 12-31-40

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 92942W107

1

Name of reporting person

George Gund fbo Agnes Gund #8 Fund A dated 12-31-40

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 92942W107

1

Name of reporting person

George Gund fbo Agnes Gund #8 Fund B dated 12-31-40

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 92942W107

1

Name of reporting person

George Gund fbo Agnes Gund #8 Fund C dated 12-31-40

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 92942W107

1

Name of reporting person

George Gund fbo Agnes Gund #8 Fund D dated 12-31-40

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 92942W107

1

Name of reporting person

George Gund fbo Gordon Gund #9 dated 12-31-40

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 92942W107

1

Name of reporting person

George Gund fbo Graham De C Gund #10 dated 12-31-40

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 92942W107

1

Name of reporting person

George Gund fbo Geoffrey De C Gund #11 dated 6-8-42

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 92942W107

1

Name of reporting person

Agnes Gund #3 dated 11-21-68

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001
(b)	Name of Issuer: WK Kellogg Co
(c)	Address of Issuer's Principal Executive Offices: One Kellogg Square, P.O. Box 3599, Battle Creek, MICHIGAN , 49016-3599.
Item 1 Comment: This Amendment No. 1 ("Amendment No. 1") to Schedule 13D supplements and amends the initial Schedule 13D originally filed by and on behalf of the undersigned on July 17, 2025 (the "Original Schedule 13D"). Information reported in the Original Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used but not defined in this Amendment No. 1 have the respective meanings set forth in the Original Schedule 13D. All references in the Original Schedule 13D and this Amendment No. 1 shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment No. 1.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end of Item 4: On September 26, 2025, Merger Sub merged with and into the Issuer on the terms and conditions set forth in the Merger Agreement, with the Issuer surviving the Merger as a wholly owned subsidiary of Acquiror. In connection with the completion of the Merger, each share of Common Stock was automatically cancelled, extinguished and converted into the right to receive $23.00 per share in cash, without interest. In connection with the closing of the Merger, the Issuer notified the New York Stock Exchange that the Merger had been consummated and, as a result, trading of the Issuer's Common Stock on the New York Stock Exchange was halted prior to the opening of trading on September 26, 2025 and the Issuer requested that the New York Stock Exchange file with the Securities and Exchange Commission a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Act to delist and deregister the Issuer's Common Stock. The Issuer intends to file with the Securities and Exchange Commission a Form 15 suspending the Issuer's reporting obligations under Sections 13 and 15(d) of the Act.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: (a)-(b) As a result of the closing of the Merger as described in Item 4, the Reporting Persons ceased to beneficially own any Common Stock or to have voting or dispositive power with respect to any Common Stock. The responses of the Reporting Persons with respect to Rows 7 through 13 of each cover page to this Schedule 13D are incorporated herein by reference.
(c)	Except as set forth in this Amendment No. 1, none of the Reporting Persons has effected any transactions in Common Stock in the 60 days preceding the date hereof.
(d)	KeyBank National Association, as trustee of the Gund Trusts and certain other trusts for the benefit of certain members of the Gund family, has the right to receive or the power to direct the receipt of the proceeds from the disposition of the Reporting Persons' Common Stock described herein.
(e)	The Reporting Persons ceased to be, collectively, the beneficial owners of more than five percent of the Common Stock on September 26, 2025.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement, dated as of September 30, 2025 between Gordon Gund, George Gund fbo George Gund III #7 dated 12-31-40, George Gund fbo Agnes Gund #8 Fund A dated 12-31-40, George Gund fbo Agnes Gund #8 Fund B dated 12-31-40, George Gund fbo Agnes Gund #8 Fund C dated 12-31-40, George Gund fbo Agnes Gund #8 Fund D dated 12-31-40, George Gund fbo Gordon Gund #9 dated 12-31-40, George Gund fbo Graham De C Gund #10 dated 12-31-40, George Gund fbo Geoffrey De C Gund #11 dated 6-8-42 and Agnes Gund #3 dated 11-21-68.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gordon Gund

Signature:	/s/ Gordon Gund
Name/Title:	Gordon Gund
Date:	09/30/2025

George Gund fbo George Gund III #7 dated 12-31-40

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	09/30/2025

George Gund fbo Agnes Gund #8 Fund A dated 12-31-40

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	09/30/2025

George Gund fbo Agnes Gund #8 Fund B dated 12-31-40

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	09/30/2025

George Gund fbo Agnes Gund #8 Fund C dated 12-31-40

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	09/30/2025

George Gund fbo Agnes Gund #8 Fund D dated 12-31-40

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	09/30/2025

George Gund fbo Gordon Gund #9 dated 12-31-40

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	09/30/2025

George Gund fbo Graham De C Gund #10 dated 12-31-40

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	09/30/2025

George Gund fbo Geoffrey De C Gund #11 dated 6-8-42

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	09/30/2025

Agnes Gund #3 dated 11-21-68

Signature:	/s/ Beth Miller
Name/Title:	Beth Miller, SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	09/30/2025

FAQ

What happened to WK Kellogg Co (KLG) common stock?

The common stock was automatically cancelled in the merger and converted into the right to receive $23.00 per share in cash.

Did the merger close and when was trading halted?

Yes; the merger closed on September 26, 2025, and trading on the NYSE was halted prior to the opening that day.

Will WK Kellogg Co remain listed and report to the SEC?

No; the issuer requested NYSE delisting and intends to file a Form 15 to suspend reporting under Sections 13 and 15(d) of the Exchange Act.

Do the Reporting Persons still own any WK Kellogg shares?

No; the Reporting Persons state they ceased to beneficially own any common stock as a result of the merger closing.

Did the Reporting Persons cease to own more than 5% of the class?

Yes; the Reporting Persons ceased to be, collectively, the beneficial owners of more than five percent of the common stock on September 26, 2025.