R. David Banyard Jr. - 26 Sep 2025 Form 4 Insider Report for WK Kellogg Co (KLG)

Reporting relationship: Director
Issuer ticker: KLG
Reported as of: 26 Sep 2025
Net transaction value: -$588,662
SEC form: 4
Accepted by SEC: 30 Sep 2025, 20:59:58 UTC
Prior SEC filing: 16 Sep 2025
Next SEC filing: 03 Dec 2025
Source filing: View source filing
Reporting owner signature: /s/Gordon Paulson, Attorney-in-Fact

Key filing fact

R. David Banyard Jr. filed Form 4 for WK Kellogg Co (KLG) on 30 Sep 2025.

Key facts

This page summarizes R. David Banyard Jr.'s Form 4 filing for WK Kellogg Co (KLG).
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 30 Sep 2025, 20:59.

Change

Previous filing in this sequence was filed on 16 Sep 2025.
Current net transaction value: -$588,662.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001660085 Primary reporting owner

Banyard R David

Relationship: Director
Address: ONE KELLOGG SQUARE, BATTLE CREEK
Signature: /s/Gordon Paulson, Attorney-in-Fact
Signature date: 30 Sep 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

KLG transaction

Common Stock

Disposed to Issuer

Transaction value: $560,142
Shares: -24,354
Change %: -100%
Price: $23.00
Shares after: 0
Date: 26 Sep 2025
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

KLG transaction Derivative

Phantom Stock

Disposed to Issuer

Transaction value: $28,520
Shares: -1,240
Change %: -100%
Price: $23.00
Shares after: 0
Date: 26 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,240
Exercise price
Footnotes: F2

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

R. David Banyard Jr. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 2 footnotes

Footnote 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").

Footnote 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.