KELLOGG W K FOUNDATION TRUST - 26 Sep 2025 Form 4 Insider Report for WK Kellogg Co (KLG)

Role: 10%+ Owner
Signature: /s/ Craig R. Carberry, Associate General Counsel, The Northern Trust Company, as Corporate Trustee of the W.K. Kellogg Foundation Trust and signing for the W.K. Kellogg Foundation pursuant to a Power of Attorney dated August 30, 2017
Issuer symbol: KLG
Transactions as of: 26 Sep 2025
Transactions value $: -$310,618,657
Form type: 4
Filing time: 30 Sep 2025, 17:04:23 UTC
Previous filing: 28 Aug 2025
SEC: View on sec.gov

Reporting Owners (2)

Name	Relationship	Address	Signature	Signature date	CIK
KELLOGG W K FOUNDATION TRUST	10%+ Owner	ONE MICHIGAN AVENUE EAST, BATTLE CREEK	/s/ Craig R. Carberry, Associate General Counsel, The Northern Trust Company, as Corporate Trustee of the W.K. Kellogg Foundation Trust and signing for the W.K. Kellogg Foundation pursuant to a Power of Attorney dated August 30, 2017	30 Sep 2025	0001197921
KELLOGG W K FOUNDATION	10%+ Owner	ONE MICHIGAN AVENUE EAST, BATTLE CREEK	/s/ Craig R. Carberry, Associate General Counsel, The Northern Trust Company, as Corporate Trustee of the W.K. Kellogg Foundation Trust and signing for the W.K. Kellogg Foundation pursuant to a Power of Attorney dated August 30, 2017	30 Sep 2025	0001197916

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KLG	Common Stock	Disposed to Issuer	-$311M	-13.5M	-100%	$23.00	0	26 Sep 2025	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

KELLOGG W K FOUNDATION TRUST is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On September 26, 2025, Ferrero International S.A. ("Parent"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Frosty Merger Sub, Inc., a wholly-owned indirect subsidiary of Parent ("Merger Sub"), dated as of July 10, 2025 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned indirect subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) was automatically cancelled, extinguished and converted into the right to receive $23.00 per share in cash without interest thereon.
F2	These shares were owned by the W.K. Kellogg Foundation Trust (the "Trust") of which Steven A. Cahillane, La June Montgomery Tabron, Richard M. Tsoumas and The Northern Trust Company are Trustees and the W.K. Kellogg Foundation is the sole beneficiary.

Content

On September 26, 2025, Ferrero International S.A. ("Parent"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Frosty Merger Sub, Inc., a wholly-owned indirect subsidiary of Parent ("Merger Sub"), dated as of July 10, 2025 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned indirect subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) was automatically cancelled, extinguished and converted into the right to receive $23.00 per share in cash without interest thereon.

These shares were owned by the W.K. Kellogg Foundation Trust (the "Trust") of which Steven A. Cahillane, La June Montgomery Tabron, Richard M. Tsoumas and The Northern Trust Company are Trustees and the W.K. Kellogg Foundation is the sole beneficiary.