| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| McKinstray David | Chief Financial Officer | ONE KELLOGG SQUARE, BATTLE CREEK | /s/Gordon Paulson, Attorney-in-Fact | 30 Sep 2025 | 0001991898 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KLG | Common Stock | Disposed to Issuer | $1,101,447 | -47,889 | -100% | $23.00 | 0 | 26 Sep 2025 | Direct | F1, F2 |
| transaction | KLG | Common Stock | Disposed to Issuer | $693 | -30 | -100% | $23.00 | 0 | 26 Sep 2025 | By 401(k) Plan | F1, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KLG | Restricted Stock Units | Disposed to Issuer | $3,922,627 | -170,549 | -100% | $23.00 | 0 | 26 Sep 2025 | Common Stock | 170,549 | Direct | F4 | |
| transaction | KLG | Performance-based Restricted Stock Units | Award | $0 | +65,812 | $0.000000 | 65,812 | 26 Sep 2025 | Common Stock | 65,812 | Direct | F5 | ||
| transaction | KLG | Performance-based Restricted Stock Units | Disposed to Issuer | $1,513,676 | -65,812 | -100% | $23.00 | 0 | 26 Sep 2025 | Common Stock | 65,812 | Direct | F5 | |
| transaction | KLG | Dividend Equivalent Units | Disposed to Issuer | $251,528 | -10,936 | -100% | $23.00 | 0 | 26 Sep 2025 | Common Stock | 10,936 | Direct | F4, F6 |
David McKinstray is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | Includes 4,009 shares of Common Stock acquired by the Reporting Person under the WK Kellogg Co 2023 Employee Stock Purchase Plan. |
| F3 | Represents shares of Common Stock indirectly held by the Reporting Person's account in the WK Kellogg Co Savings and Investment Plan immediately prior to the Effective Time. |
| F4 | Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU"), including all dividend equivalents accrued or credited with respect to such RSU, that was outstanding and unvested as of immediately prior to the Effective Time was automatically cancelled and converted into the contingent right of the Reporting Person to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted RSU Cash Award") equal to (a) the Per Share Price multiplied by (b) the total number of shares of Common Stock subject to such RSU. Each Converted RSU Cash Award will be paid on the applicable vesting date(s) that applied to the corresponding RSU, subject to the Reporting Person's continued employment or service through such date or, if earlier, upon a qualifying termination of employment. |
| F5 | Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each performance-based restricted stock unit ("PSU"), including all dividend equivalents accrued or credited with respect to such PSU, that was outstanding and unvested as of immediately prior to the Effective Time was automatically cancelled and converted into the contingent right of the Reporting Person to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted PSU Cash Award") equal to (a) the Per Share Price multiplied by (b) the total number of shares of Common Stock subject to such PSU determined assuming achievement at 140% of target performance. Each Converted PSU Cash Award will be paid at the end of the applicable performance period that applied to the corresponding PSU, subject to the Reporting Person's continued employment or service through such date or, if earlier, upon a qualifying termination of employment. |
| F6 | The reduction in the total number of dividend equivalent units ("DEUs") reported in the Form 4 filed by the Reporting Person on 12/17/2024 was inadvertently overstated by 356 DEUs. Accordingly, the total number of DEUs reported as disposed herein has been increased by 356 DEUs to correct the overstatement in such filing. |