David McKinstray - 26 Sep 2025 Form 4 Insider Report for WK Kellogg Co (KLG)

Reporting relationship: Chief Financial Officer
Issuer ticker: KLG
Reported as of: 26 Sep 2025
Net transaction value: -$6,789,971
SEC form: 4
Accepted by SEC: 30 Sep 2025, 21:21:38 UTC
Prior SEC filing: 16 Sep 2025
Next SEC filing: 14 Jan 2026
Source filing: View source filing
Reporting owner signature: /s/Gordon Paulson, Attorney-in-Fact

Key filing fact

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

Key facts

This page summarizes David McKinstray's Form 4 filing for WK Kellogg Co (KLG).
6 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 30 Sep 2025, 21:21.

Change

Previous filing in this sequence was filed on 16 Sep 2025.
Current net transaction value: -$6,789,971.

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 0001991898 Primary reporting owner

McKinstray David

Relationship: Chief Financial Officer
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: $1,101,447
Shares: -47,889
Change %: -100%
Price: $23.00
Shares after: 0
Date: 26 Sep 2025
Ownership: Direct
Footnotes: F1, F2

KLG transaction

Common Stock

Disposed to Issuer

Transaction value: $693
Shares: -30
Change %: -100%
Price: $23.00
Shares after: 0
Date: 26 Sep 2025
Ownership: By 401(k) Plan
Footnotes: F1, F3

Reported derivative securities

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

KLG transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $3,922,627
Shares: -170,549
Change %: -100%
Price: $23.00
Shares after: 0
Date: 26 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 170,549
Exercise price
Footnotes: F4

KLG transaction Derivative

Performance-based Restricted Stock Units

Award

Transaction value: $0
Shares: +65,812
Change %
Price: $0.000000
Shares after: 65,812
Date: 26 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 65,812
Exercise price
Footnotes: F5

KLG transaction Derivative

Performance-based Restricted Stock Units

Disposed to Issuer

Transaction value: $1,513,676
Shares: -65,812
Change %: -100%
Price: $23.00
Shares after: 0
Date: 26 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 65,812
Exercise price
Footnotes: F5

KLG transaction Derivative

Dividend Equivalent Units

Disposed to Issuer

Transaction value: $251,528
Shares: -10,936
Change %: -100%
Price: $23.00
Shares after: 0
Date: 26 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,936
Exercise price
Footnotes: F4, F6

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 6 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

Includes 4,009 shares of Common Stock acquired by the Reporting Person under the WK Kellogg Co 2023 Employee Stock Purchase Plan.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.