Form 4: WK Kellogg Co Officer Converts Equity in Ferrero Merger

WK Kellogg Co's Chief Accounting Officer, Lisa Walter, converted her common stock, restricted stock units, and performance-based restricted stock units into cash awards following the company's merger with Ferrero International S.A. at $23.00 per share.

Summary

• WK Kellogg Co (KLG) merged with Frosty Merger Sub, Inc., becoming a wholly-owned indirect subsidiary of Ferrero International S.A. (Parent) as of September 26, 2025.
• At the effective time of the merger, each share of WK Kellogg Co common stock was automatically cancelled and converted into the right to receive $23.00 per share in cash.
• Lisa Walter, Chief Accounting Officer, disposed of 504.11 shares of common stock at $23.00 per share.
• Her outstanding and unvested Restricted Stock Units (RSUs), including dividend equivalents (9,228 units and 416.94 dividend equivalent units), were cancelled and converted into contingent cash awards.
• These Converted RSU Cash Awards are equal to the Per Share Price ($23.00) multiplied by the number of shares subject to the RSU, payable on original vesting dates subject to continued employment.
• Her outstanding and unvested Performance-based Restricted Stock Units (PSUs) were cancelled and converted into contingent cash awards.
• These Converted PSU Cash Awards are equal to the Per Share Price ($23.00) multiplied by the number of shares subject to the PSU, determined assuming achievement at 140% of target performance (9,645 units), payable at the end of the applicable performance period subject to continued employment.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting person as their equity holdings were converted to cash or contingent cash awards at a fixed, pre-determined price, including a favorable 140% performance assumption for PSUs, providing financial certainty in the context of the merger.

Positives

• The reporting person's equity holdings were converted into cash or contingent cash awards at a fixed price of $23.00 per share, providing certainty of value.
• Performance-based restricted stock units were converted assuming a favorable 140% achievement of target performance, maximizing their value upon conversion.

Negatives

• The reporting person no longer holds direct equity ownership in WK Kellogg Co, losing potential future upside from stock price appreciation.
• The cash awards for RSUs and PSUs are contingent on continued employment or service through the original vesting/performance dates, or a qualifying termination, introducing a condition for payment.

Risks

• Payment of Converted RSU Cash Awards and Converted PSU Cash Awards is contingent on the reporting person's continued employment or service through the applicable vesting/performance dates, or an earlier qualifying termination of employment.

Future Outlook

WK Kellogg Co is now a wholly-owned indirect subsidiary of Ferrero International S.A., meaning its public trading and independent strategic outlook have ceased. For the reporting person, future payments of converted RSU and PSU cash awards are expected on their original vesting/performance dates, contingent on continued employment.

Industry Context

This filing reflects the finalization of an acquisition in the consumer staples sector, specifically within the food industry. Such mergers are common as larger entities seek to consolidate market share, expand product portfolios, or achieve synergies. The acquisition of WK Kellogg Co by Ferrero International S.A. signifies a strategic move by Ferrero to potentially strengthen its presence in the breakfast cereal market or integrate WK Kellogg Co's brands into its existing global portfolio.

Stakeholder Impact

• Shareholders of WK Kellogg Co received $23.00 per share in cash for their common stock, concluding their investment in the publicly traded entity.
• Employees holding restricted stock units and performance-based restricted stock units, such as the reporting person, had their awards converted into contingent cash awards, providing a defined cash value for their equity incentives, subject to continued employment.

Next Steps

• Payment of Converted RSU Cash Awards on the applicable original vesting date(s), subject to continued employment.
• Payment of Converted PSU Cash Awards at the end of the applicable original performance period, subject to continued employment.

Key Dates

Keywords

WK Kellogg Co, KLG, Ferrero International S.A., Merger, Acquisition, Form 4, Insider Transaction, Restricted Stock Units, Performance Stock Units, Equity Conversion, Chief Accounting Officer, Lisa Walter