Form 4: WK Kellogg Co Director Nemeth Acquires Deferred and Phantom Stock Units

Director Julio N. Nemeth reports acquisition of deferred and phantom stock units in WK Kellogg Co under the company's incentive and compensation programs.

Summary

• On March 14, 2025, Director Julio N. Nemeth acquired 9.91 deferred stock units of WK Kellogg Co at a price of $20 per unit.
• These units were granted under the Amended and Restated WK Kellogg Co 2023 Long-Term Incentive Plan.
• Each deferred stock unit is equivalent to one share of WK Kellogg Co common stock and will be payable in shares upon termination of service as a director.
• On March 17, 2025, Nemeth also acquired 141.287 shares of phantom stock at a price of $20.1 per share.
• These shares were acquired under the WK Kellogg Co non-employee director compensation program in connection with a cash dividend paid on common stock shares.
• The phantom stock is equivalent to WK Kellogg Co common stock and will be distributed upon separation of service.

Sentiment

Score: 7

Explanation: The document reflects standard executive compensation practices, indicating stability and alignment of interests. The sentiment is neutral to slightly positive.

Positives

• The acquisition of deferred stock units and phantom stock aligns the director's interests with the long-term performance of the company.
• The grants are part of established incentive and compensation programs, indicating a structured approach to executive remuneration.

Future Outlook

The deferred stock units are payable in shares of Common Stock, either in a lump sum or in ten annual installments, commencing on the date on which the service of the Reporting Person as a Director terminates. The shares of phantom stock become distributable to the Reporting Person or his beneficiary only upon the Separation of Service of the Reporting Person from the Issuer.

Industry Context

Director compensation through stock-based awards is a common practice in publicly traded companies to align management's interests with those of shareholders. These awards are designed to incentivize long-term value creation.

Comparison to Industry Standards

• Stock-based compensation for directors is a standard practice across the industry.
• Companies like General Mills (GIS) and Kellogg (K) (prior to the split) have similar long-term incentive plans for their executives and directors.
• The specific terms of the WK Kellogg Co plan, such as vesting schedules and payout methods, would need to be compared to those of peer companies to assess its competitiveness.

Stakeholder Impact

• The acquisition of stock units by a director can positively influence shareholder confidence by aligning management's interests with shareholder value.
• Employees may view this as a positive sign of leadership commitment to the company's future.

Key Dates