Julio N. Nemeth - Sep 26, 2025 Form 4 Insider Report for WK Kellogg Co (KLG)

Role: Director
Signature: /s/Gordon Paulson, Attorney-in-Fact
Stock symbol: KLG
Transactions as of: Sep 26, 2025
Transactions value $: -$672,136
Form type: 4
Date filed: 9/30/2025, 09:13 PM
Previous filing: Sep 16, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Nemeth Julio N	Director	ONE KELLOGG SQUARE, BATTLE CREEK	/s/Gordon Paulson, Attorney-in-Fact	2025-09-30	0001630118

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Ownership	Footnotes
transaction	KLG	Common Stock	Disposed to Issuer	-$560K	-24.4K	-100%	$23.00	Sep 26, 2025	Direct	F1
transaction	KLG	Common Stock	Disposed to Issuer	-$138	-6	-100%	$23.00	Sep 26, 2025	Held in Trust for Spouse	F1
transaction	KLG	Common Stock	Disposed to Issuer	-$138	-6	-100%	$23.00	Sep 26, 2025	Held in Trust for Children	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KLG	Deferred Stock Units	Disposed to Issuer	-$83.2K	-3.62K	-100%	$23.00	0	Sep 26, 2025	Common Stock	3.62K		Direct	F2
transaction	KLG	Phantom Stock	Disposed to Issuer	-$28.5K	-1.24K	-100%	$23.00	0	Sep 26, 2025	Common Stock	1.24K		Direct	F2

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

Julio N. Nemeth is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated as of July 10, 2025 (the "Merger Agreement"), by and among the Issuer, Ferrero International S.A. ("Parent"), and Frosty Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned indirect subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of common stock, par value $0.0001 per share ("Common Stock"), of the Issuer that was issued and outstanding as of immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $23.00 per share in cash, without interest thereon (the "Per Share Price").
F2	Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each deferred share of Common Stock (each, a "DSU"), including all dividend equivalents accrued or credited with respect to such DSU, that was outstanding and unvested as of immediately prior to the Effective Time was automatically cancelled and converted into the right of the Reporting Person to receive, at the time specified under their applicable terms and in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, an amount in cash (without interest and subject to applicable withholding taxes) equal to (a) the Per Share Price multiplied by (b) the total number of shares of Common Stock underlying such DSU.

Content

Pursuant to the Agreement and Plan of Merger, dated as of July 10, 2025 (the "Merger Agreement"), by and among the Issuer, Ferrero International S.A. ("Parent"), and Frosty Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned indirect subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of common stock, par value $0.0001 per share ("Common Stock"), of the Issuer that was issued and outstanding as of immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $23.00 per share in cash, without interest thereon (the "Per Share Price").

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each deferred share of Common Stock (each, a "DSU"), including all dividend equivalents accrued or credited with respect to such DSU, that was outstanding and unvested as of immediately prior to the Effective Time was automatically cancelled and converted into the right of the Reporting Person to receive, at the time specified under their applicable terms and in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, an amount in cash (without interest and subject to applicable withholding taxes) equal to (a) the Per Share Price multiplied by (b) the total number of shares of Common Stock underlying such DSU.