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| LEI | 529900SWC935GFWUJ804 |
| CIK | 1959348 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to WK Kellogg Co
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 19, 2025 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 28, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-4 |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 001-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 7, 2025 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 2,146,023,832. |
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| August 7, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 001-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 7, 2025 |
WK Kellogg Co Announces Second Quarter 2025 Results EX-99.1 Exhibit 99.1 WK Kellogg Co Financial News Release Analyst Contact: Karen Duke (269) 401-3164 Media Contact: Stacy Flathau (269) 401-3002 WK Kellogg Co Announces Second Quarter 2025 Results BATTLE CREEK, Mich.—August 7, 2025—WK Kellogg Co (NYSE: KLG) today reported financial results for its second quarter of 2025. Pending Transaction As announced on July 10, 2025, the Ferrero Group (“Ferrer |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001 |
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| August 7, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-274603, 333-274791 and 333-279220) of WK Kellogg Co of our report dated February 25, 2025, except with respect to the effects of the restatement and revision discussed in Note 1 to the consolidated financial statements and t |
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| August 7, 2025 |
PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 7, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 001-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission File Number |
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| July 31, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 001-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 17, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| July 14, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| July 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 10, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| July 10, 2025 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among FERRERO INTERNATIONAL S.A., FROSTY MERGER SUB, INC. and WK KELLOGG CO Dated as of July 10, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Index of Defined Terms 18 1.3 Certain Interpretations 20 ARTICLE II THE MERGER 22 2.1 The Merger 22 2.2 The Effective Time 22 2. |
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| July 10, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| July 10, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2025 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 001-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 10, 2025 |
EX-99.4 Exhibit 99.4 VOTING AGREEMENT VOTING AGREEMENT (this “Agreement”), dated as of July 10, 2025 (the “Effective Date”), among Ferrero International S.A., a Luxembourg public limited company (“Acquiror”), and KeyBank National Association, solely in its capacity as Trustee of the trusts set forth on Exhibit A and not in its individual corporate capacity (“Stockholder”), a stockholder of WK Kell |
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| July 10, 2025 |
EX-99.2 Exhibit 99.2 VOTING AGREEMENT VOTING AGREEMENT (this “Agreement”), dated as of July 10, 2025, among Ferrero International S.A., a Luxembourg public limited company (“Acquiror”), and the W.K. Kellogg Foundation Trust, a Michigan charitable trust for the sole benefit of the W.K. Kellogg Foundation (the “Foundation”) (“Stockholder”), a stockholder of WK Kellogg Co, a Delaware corporation (the |
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| July 10, 2025 |
Exhibit 99.3 VOTING AGREEMENT VOTING AGREEMENT (this “Agreement”), dated as of July 10, 2025 (the “Effective Date”), among (i) Ferrero International S.A., a Luxembourg public limited company (“Acquiror”), (ii) each of (a) Gund Family Twelfth Investment Partnership, a New Jersey general partnership, (b) Gund Family Thirteenth Investment Partnership, a New Jersey general partnership, (c) G. Zachary |
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| July 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2025 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 001-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission File Number |
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| July 10, 2025 |
EX-99.1 Exhibit 99.1 Page 1 of 7 News Release FERRERO TO ACQUIRE WK KELLOGG CO Acquisition supports Ferrero’s portfolio expansion and growth in North America by adding WK Kellogg Co’s highly complementary, iconic cereal brands, serving consumers across more occasions throughout the day WK Kellogg Co shareowners to receive $23.00 per share in cash representing 40% premium to 30-day volume weighted |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 1 |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 1 |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2025 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 1-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00 |
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| May 6, 2025 |
WK Kellogg Co Announces First Quarter 2025 Results and Updates 2025 Outlook Exhibit 99.1 WK Kellogg Co Financial News Release Analyst Contact: Karen Duke (269) 401-3164 Media Contact: Stacy Flathau (269) 401-3002 WK Kellogg Co Announces First Quarter 2025 Results and Updates 2025 Outlook BATTLE CREEK, Mich. - May 6, 2025 - WK Kellogg Co (NYSE: KLG) today reported financial results for its first quarter 2025 and updated its full year 2025 financial outlook. First Quarter F |
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| May 5, 2025 |
May 5, 2025 VIA EDGAR Submission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Anne McConnell Jennifer Thompson RE: WK Kellogg Co Form 10-K for the Fiscal Year Ended December 28, 2024 Filed February 25, 2025 File No. 001–41755 Dear Ms. McConnell and Ms. Thompson: We are writing in response to the comment set forth |
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| April 9, 2025 |
April 9, 2025 VIA EDGAR Submission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Anne McConnell Jennifer Thompson RE: WK Kellogg Co Form 10-K for the Fiscal Year Ended December 28, 2024 Filed February 25, 2025 File No. 001–41755 Dear Ms. McConnell and Ms. Thompson: We are writing in response to your letter dated Ma |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 28, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41755 WK Kellogg Co ( |
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| February 25, 2025 |
Exhibit 24.01 POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, That I, the undersigned Director of WK Kellogg Co, a Delaware corporation, hereby appoint Gordon Paulson, Vice President, Chief Corporate Counsel and Secretary of WK Kellogg Co, as my lawful attorney-in-fact and agent, to act on my behalf, with full power of substitution, in executing and filing the Company’s Annual Report on Form 10-K for |
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| February 25, 2025 |
AMENDMENT TO CREDIT AGREEMENT This AMENDMENT TO CREDIT AGREEMENT dated as of June 26, 2024 (this “Amendment”), to that certain CREDIT AGREEMENT, dated as of September 12, 2023, by and among WK KELLOGG CO, a Delaware corporation (“WKKC”), WK KELLOGG CANADA CORP. |
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| February 25, 2025 |
Exhibit 21.01 WK KELLOGG CO SUBSIDIARIES (COMMON STOCK OWNERSHIP) WK Kellogg Co Subsidiaries State or Other Jurisdiction of Incorporation 1906 Foreign Trading LLC Delaware 1906 GBS Mex Co, S de RL de CV Mexico 1906 Mexicali Co, S de RL de CV Mexico BC Can Holding II LLC Delaware BC Mex Holding I LLC Delaware BC Mex Holding II LLC Delaware BCHQ Real Estate LLC Delaware Bear Naked LLC Delaware Kashi |
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| February 25, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-274603, 333-274791 and 333-279220) of WK Kellogg Co of our report dated February 25, 2025 relating to the financial statements, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP Detroit, Michigan February 25, 2 |
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| February 25, 2025 |
INSIDER TRADING POLICY WK KELLOGG CO Exhibit 19 INSIDER TRADING POLICY WK KELLOGG CO PURPOSE This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of WK Kellogg Co (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 28, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41755 WK Kellogg Co ( |
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| February 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 11, 2025 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 1-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 11, 2025 |
Exhibit 99.1 WK Kellogg Co Financial News Release Analyst Contact: Karen Duke (269) 401-3164 Media Contact: Stacy Flathau (269) 401-3002 WK Kellogg Co Announces Fourth Quarter and Full Year 2024 Financial Results; Provides 2025 Financial Outlook BATTLE CREEK, Mich. - February 11, 2025 - WK Kellogg Co (NYSE: KLG) today reported financial results for its fourth quarter and full year 2024, and provid |
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| January 24, 2025 |
EX-99.1 2 tm254431d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, par value $0.0001 per share, of WK Kellogg Co, and further |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 WK Kellogg Co (Exact Name of Registrant as Specified in Charter) Delaware 001-41755 92-1243173 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| December 23, 2024 |
SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 17, 2024, is among WK KELLOGG CO, a Delaware corporation (“WKKC”), WK KELLOGG CANADA CORP. |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2024 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 1-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| November 7, 2024 |
WK Kellogg Co Announces Third Quarter Financial Results and Raises 2024 Adjusted EBITDA Guidance Exhibit 99.1 WK Kellogg Co Financial News Release Analyst Contact: Karen Duke (269) 401-3164 Matt Harrison (269) 401-3326 Media Contact: Stacy Flathau (269) 401-3002 WK Kellogg Co Announces Third Quarter Financial Results and Raises 2024 Adjusted EBITDA Guidance BATTLE CREEK, Mich. - November 7, 2024 - WK Kellogg Co (NYSE: KLG) today reported financial results for its third quarter ended September |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 6, 2024 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 1-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001 |
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| August 6, 2024 |
Exhibit 99.1 WK Kellogg Co Financial News Release Analyst Contact: Karen Duke (269) 401-3164 Matt Harrison (269) 401-3326 Media Contact: Stacy Flathau (269) 401-3002 WK Kellogg Co Announces Second Quarter Financial Results and Next Steps of Supply Chain Modernization Plan BATTLE CREEK, Mich. - August 6, 2024 - WK Kellogg Co (NYSE: KLG), a leading manufacturer, marketer, and distributor of branded |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 1 |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 1 |
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| May 8, 2024 |
As filed with the Securities and Exchange Commission on May 8, 2024 As filed with the Securities and Exchange Commission on May 8, 2024 Registration No. |
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| May 8, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) WK Kellogg Co (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0. |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2024 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 1-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 7, 2024 |
WK Kellogg Co Announces First Quarter Financial Results; Company Reaffirms 2024 Guidance Exhibit 99.1 WK Kellogg Co Financial News Release Analyst Contact: Karen Duke (269) 401-3164 Matt Harrison (269) 401-3326 Media Contact: Stacy Flathau (269) 401-3002 WK Kellogg Co Announces First Quarter Financial Results; Company Reaffirms 2024 Guidance BATTLE CREEK, Mich. - May 7, 2024 - WK Kellogg Co (NYSE: KLG), a leading manufacturer, marketer and distributor of branded ready-to-eat cereal in |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive |
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| March 8, 2024 |
Exhibit 24.01 POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, That I, the undersigned Director of WK Kellogg Co, a Delaware corporation, hereby appoint Norma Barnes-Euresti, Chief Legal Officer of WK Kellogg Co, as my lawful attorney-in-fact and agent, to act on my behalf, with full power of substitution, in executing and filing the Company’s Annual Report on Form 10-K for fiscal year ended December |
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| March 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From To Commission file number 001-41755 WK Kellogg Co ( |
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| March 8, 2024 |
DESCRIPTION OF OUR CAPITAL STOCK Exhibit 4.1 DESCRIPTION OF OUR CAPITAL STOCK General Our authorized capital stock consists of 1,000,000,000 shares of common stock, $0.0001 par value, and 50,000,000 shares of preferred stock, $0.0001 par value. As of February 28, 2024, we had 85,817,581 shares of our common stock issued and outstanding. The issued and outstanding shares of our common stock are fully paid and non-assessable. The f |
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| March 8, 2024 |
EX-97 WK KELLOGG CO CLAWBACK POLICY PURPOSE WK Kellogg Co (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. |
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| March 8, 2024 |
Exhibit 21.01 WK KELLOGG CO SUBSIDIARIES (COMMON STOCK OWNERSHIP) WK Kellogg Co Subsidiaries State or Other Jurisdiction of Incorporation 1906 Foreign Trading LLC Delaware 1906 GBS Mex Co, S de RL de CV Mexico 1906 Mexicali Co, S de RL de CV Mexico BC Can Holding II LLC Delaware BC Mex Holding I LLC Delaware BC Mex Holding II LLC Delaware BCHQ Real Estate LLC Delaware Bear Naked LLC Delaware Kashi |
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| March 8, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-274603 and 333-274791) of WK Kellogg Co of our report dated March 8, 2024 relating to the financial statements, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP Detroit, Michigan March 8, 2024 |
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| February 13, 2024 |
KLG / WK Kellogg Co / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SC 13G 1 tv02293-wkkelloggco.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: WK Kellogg Co Title of Class of Securities: Common Stock CUSIP Number: 92942W107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this |
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| February 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 13, 2024 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 1-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 13, 2024 |
WK Kellogg Co Annual Incentive Plan. Exhibit 10.1 WK KELLOGG CO ANNUAL INCENTIVE PLAN 1. Purpose The purpose of the WK Kellogg Co. (“Company”) Annual Incentive Plan (“AIP”) is to encourage Participants to achieve the objectives of WK Kellogg Co. through financial incentives aimed to improve the overall success and profitability of the Company. 2. Administration The responsibility for the overall administration and interpretation of t |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 7, 2024 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 1-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| February 13, 2024 |
Form of Performance Stock Unit Terms and Conditions. EX-10.3 Exhibit 10.3 WK Kellogg Co 2023 Long-Term Incentive Plan FORM OF PERFORMANCE STOCK UNIT TERMS AND CONDITIONS WK Kellogg Co (“WK”) is offering to grant you (the “Participant”) a Performance Stock Unit (“PSU”) award under WK’s 2023 Long-Term Incentive Plan (as amended from time to time, the “Plan”). There are a number of terms and conditions associated with this award, including non-competit |
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| February 13, 2024 |
Exhibit 99.1 WK Kellogg Co Financial News Release Analyst Contact: Karen Duke (269) 401-3164 Matt Harrison (269) 401-3326 Media Contact: Stacy Flathau (269) 401-3002 WK Kellogg Co Announces Strong Fourth Quarter and Full Year 2023 Financial Results, and Increased 2024 EBITDA Guidance BATTLE CREEK, Mich. - February 13, 2024 - WK Kellogg Co (NYSE: KLG), a leading manufacturer, marketer and distribut |
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| February 13, 2024 |
EX-10.5 Exhibit 10.5 WK KELLOGG CO CHANGE OF CONTROL SEVERANCE POLICY FOR KEY EXECUTIVES Introduction The Board of Directors of WK Kellogg Co recognizes that, from time to time, the Company may explore or otherwise be subject to potential transactions that could result in a Change of Control of the Company. This possibility and the uncertainty such an event creates may result in the loss or distra |
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| February 13, 2024 |
Form of Restricted Share Unit Terms and Conditions. EX-10.2 Exhibit 10.2 WK Kellogg Co 2023 Long-Term Incentive Plan FORM OF RESTRICTED SHARE UNIT TERMS AND CONDITIONS WK Kellogg Co (“WK”) is offering to grant you (the “Participant”) a Restricted Share Unit (“RSU”) award under WK’s 2023 Long-Term Incentive Plan (as amended from time to time, the “Plan”). There are a number of terms and conditions associated with this award, including non-competitio |
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| February 13, 2024 |
WK Kellogg Co Executive Severance Benefit Plan. EX-10.4 Exhibit 10.4 WK KELLOGG CO EXECUTIVE SEVERANCE BENEFIT PLAN INTRODUCTION WK Kellogg Co (“WK”) is establishing the WK Kellogg Co Executive Severance Benefit Plan (the “Plan”) effective as of February 8, 2024, for the benefit of eligible executives (“Executives”) who are identified by the Compensation and Talent Management Committee of Board of Directors of WK as set forth on Appendix A. The |
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| February 9, 2024 |
KLG / WK Kellogg Co / GUND GORDON - SC 13G Passive Investment SC 13G 1 d657434dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. )* WK Kellogg Co (Name of Issuer) Common Stock par value $0.0001 (Title of Class of Securities) 92942W107 (CUSIP Number) Decemb |
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| February 8, 2024 |
EX-99.1 2 d765355dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) each of the persons named below agrees to this joint filing of Schedule 13G and submits this exhibit as proof of its agreement with the other persons named below: Dated: February 8, 2024 W.K. KELLOGG FOUNDATION TRUST By: THE NORTHERN TRUST COMPANY, as corporate trustee By: /s/ Amy Cunningham Name: |
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| February 8, 2024 |
KLG / WK Kellogg Co / KELLOGG W K FOUNDATION TRUST - SC 13G Passive Investment SC 13G 1 d765355dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* WK Kellogg Co (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92942W107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| November 15, 2023 |
Restricted Share Unit Special Terms and Conditions. Exhibit 10.1 WK Kellogg Co 2023 Long-Term Incentive Plan RESTRICTED SHARE UNIT TERMS AND CONDITIONS For Special RSU Awards WK Kellogg Co (“WK”) is offering to grant you (the “participant”) a Special Restricted Share Unit (“RSU”) award under WK’s 2023 Long-Term Incentive Plan (the “Plan”). There are a number of terms and conditions associated with this award, including non-competition, non-solicita |
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| November 15, 2023 |
Form of Retention Agreement and General Release. Exhibit 10.2 RETENTION AGREEMENT AND GENERAL RELEASE This Retention Agreement (this “Agreement”) is entered into by and between WK Kellogg Co, a Delaware corporation, together with its subsidiaries, divisions, affiliates and successors (“WK” or the “Company”), and [●], [●] (“Employee”), whose address is [●]. This Agreement shall become effective as of the Effective Date (as defined in Paragraph 24 |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 13, 2023 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 001-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 13, 2023 |
KLG / WK Kellogg Co / NORTHERN TRUST CORP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 8, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECUR |
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| November 8, 2023 |
WK Kellogg Co Announces Third Quarter 2023 Financial Results and Reaffirms Financial Outlook Exhibit 99.1 WK Kellogg Co Financial News Release Analyst Contact: Karen Duke, (269) 401-3164 Matt Harrison, (269) 401-3326 Media Contact: Stacy Flathau, (269) 401-3002 WK Kellogg Co Announces Third Quarter 2023 Financial Results and Reaffirms Financial Outlook BATTLE CREEK, Mich. - November 8, 2023 - WK Kellogg Co (NYSE: KLG), a leading manufacturer, marketer and distributor of branded ready-to-e |
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| November 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 8, 2023 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 001-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission File Num |
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| October 2, 2023 |
Amended and Restated By-Laws of WK Kellogg Co. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF WK KELLOGG CO A Delaware corporation (Adopted as of October 2, 2023) ARTICLE I OFFICES Section 1. Offices. WK Kellogg Co (the “Corporation”) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may from |
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| October 2, 2023 |
WK Kellogg Co Executive Survivor Income Plan. EX-10.16 Exhibit 10.16 WK KELLOGG CO EXECUTIVE SURVIVOR INCOME PLAN ARTICLE 1 HISTORY, PURPOSE AND EFFECTIVE DATE Kellogg Company, a Delaware corporation (“Kellogg”), has announced the spin-off of its North American cereal business to WK Kellogg Co, a subsidiary of Kellogg (the “Company”). The spin-off is expected to be completed in the 4th quarter of 2023. The date on which spin-off occurs is ref |
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| October 2, 2023 |
Retention Agreement and General Release with Doug VanDeVelde. Exhibit 10.14 RETENTION AGREEMENT AND GENERAL RELEASE This Retention Agreement (this “Agreement”) is entered into by and between Kellogg Company, a Delaware corporation (“Kellogg”), together with its subsidiaries, divisions, affiliates and successors, (collectively, the “Company”) and DOUG VANDEVELDE, GENERAL MANAGER, RTEC (“Employee”), whose address is **********. This Agreement shall become effe |
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| October 2, 2023 |
WK Kellogg Co Change of Control Severance Policy for Key Executives. Exhibit 10.13 WK Kellogg Co Change of Control Severance Policy for Key Executives Introduction The Board of Directors of WK Kellogg Co recognizes that, from time to time, the Company may explore or otherwise be subject to potential transactions that could result in a Change of Control of the Company. This possibility and the uncertainty such an event creates may result in the loss or distraction o |
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| October 2, 2023 |
Amended and Restated Certificate of Incorporation of WK Kellogg Co. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WK KELLOGG CO Gary Pilnick, being the President of WK Kellogg Co, a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows: FIRST: The name of the Corporation is WK Kellogg Co. The Corporation was incorporated under the na |
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| October 2, 2023 |
Exhibit 2.1 Execution Version SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF SEPTEMBER 29, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II THE INTERNAL REORGANIZATION 14 2.1 Transfer of Assets and Assumption of Liabilities 14 2.2 WKKC Assets; Kellanova Assets 16 2.3 WKKC Liabilities; Kellanova Liabilities 19 2.4 Approvals and Notif |
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| October 2, 2023 |
Transition Services Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg Co. Exhibit 10.6 TRANSITION SERVICES AGREEMENT by and between Kellogg Company and WK Kellogg Co Dated as of September 29, 2023 This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”), dated as of September 29, 2023, is by and between Kellogg Company, a Delaware corporation (“Kellanova”) and WK Kellogg Co, a Delaware corporation (“WKKC”). Kellanova and WKKC are collect |
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| October 2, 2023 |
Tax Matters Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg Co. Exhibit 10.5 Execution Version TAX MATTERS AGREEMENT by and between KELLOGG COMPANY and WK Kellogg Co Dated as of September 29, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 General 2 ARTICLE II PAYMENTS AND TAX REFUNDS Section 2.1 Allocation of Tax Liabilities 9 Section 2.2 Determination of Taxes Attributable to the WKKC Business 10 Section 2.3 Employment Taxes 10 Section 2.4 Tran |
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| October 2, 2023 |
WK Kellogg Co Severance Benefit Plan. Exhibit 10.12 WK KELLOGG CO SEVERANCE BENEFIT PLAN INTRODUCTION WK Kellogg Co is establishing the WK Kellogg Co Severance Benefit Plan (the “Plan”) effective as of July 30, 2023, to ease the financial burden on eligible terminated Employees as a result of sudden job loss. The Plan is designed to apply in situations where WK Kellogg Co or any of its Affiliates (as defined below) terminates the empl |
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| October 2, 2023 |
Exhibit 10.3 Execution Version MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING PATENTS, TRADE SECRETS AND CERTAIN RELATED INTELLECTUAL PROPERTY BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF SEPTEMBER 29, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II LICENSES 6 Section 2.1 License to WKKC For In-Scope Product Related IP 6 Section 2.2 Exclusivity 6 Section 2.3 Licens |
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| October 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 26, 2023 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 001-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission File N |
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| October 2, 2023 |
Employee Matters Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg Co. Exhibit 10.1 Execution Version EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF SEPTEMBER 29, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 ARTICLE II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES Section 2.01 General Principles 9 Section 2.02 Comparable Benefit Plans 11 Section 2.03 Adoption and Transfer and Assumption of Be |
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| October 2, 2023 |
Exhibit 10.4 Execution Version MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING TRADEMARKS AND CERTAIN RELATED INTELLECTUAL PROPERTY BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF SEPTEMBER 29, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II LICENSES TO WKKC 10 2.1 License to Kellanova-Owned Marks in North America 10 2.2 License to Kellanova-Owned Marks for Carveout Pr |
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| October 2, 2023 |
Supply Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg Co. Exhibit 10.2 Execution Version SUPPLY AGREEMENT This SUPPLY AGREEMENT (this “Agreement”), dated as of September 29, 2023 (the “Effective Date”), is by and between Kellogg Company, a Delaware corporation (“Manufacturer”), and WK Kellogg Co, a Delaware corporation (“Buyer”). Manufacturer and Buyer are collectively referred to as the “Parties” and individually as a “Party”. Background A. In connectio |
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| October 2, 2023 |
WK Kellogg Co Supplemental Savings and Investment Plan. Exhibit 10.7 WK KELLOGG CO SUPPLEMENTAL SAVINGS AND INVESTMENT PLAN (RESTORATION PLAN) Effective August 4, 2023 Table of Contents I. PURPOSE AND EFFECTIVE DATE 1 1.1 Purpose 1 1.2 Effective Date 1 II. DEFINITIONS 1 2.1 “Account” 1 2.2 “Affiliate” 1 2.3 “Beneficiary” 1 2.4 “Board” 2 2.5 “Committee” 2 2.6 “Compensation” 2 2.7 “Code” 2 2.8 “Company” 2 2.9 “Deferral Election” 2 2.10 “Disability” or “D |
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| September 29, 2023 |
Exhibit 4.5 AMENDMENT NUMBER 1 TO THE KELLOGG COMPANY – BAKERY, CONFECTIONERY, TOBACCO WORKERS AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2016) WHEREAS, the Kellogg Company (the “Company”) maintains the Kellogg Company – Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan (as amended and restated effective January 1, |
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| September 29, 2023 |
As filed with the Securities and Exchange Commission on September 29, 2023 As filed with the Securities and Exchange Commission on September 29, 2023 Registration No. |
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| September 29, 2023 |
Exhibit 4.7 AMENDMENT NUMBER 3 TO THE KELLOGG COMPANY – BAKERY, CONFECTIONERY, TOBACCO WORKERS AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2016) WHEREAS, the Kellogg Company (the “Company”) maintains the Kellogg Company – Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan (as amended and restated effective January 1, |
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| September 29, 2023 |
WK Kellogg Co Savings and Investment Plan Exhibit 4.3 WK KELLOGG CO SAVINGS AND INVESTMENT PLAN (Initially Effective August 4, 2023) TABLE OF CONTENTS Article 1 Introduction 1 Section 1.1 Purpose 1 Section 1.2 Plan Sponsor 1 Section 1.3 Effect of Plan on Prior Employees 2 Section 1.4 Mergers, Dispositions and New Employee Groups 2 Section 1.5 Interpretation and Construction 2 Article 2 Definitions 2 Section 2.1 Account Balance 2 Section 2 |
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| September 29, 2023 |
Exhibit 4.4 THE KELLOGG COMPANY BAKERY, CONFECTIONERY, TOBACCO WORKERS AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN 2016 Restatement (for Plan Years beginning on or after January 1, 2016) TABLE OF CONTENTS Page Article 1 : Introduction 1 Section 1.1 Purpose 1 Section 1.2 Plan Sponsor 1 Section 1.3 Prior Employees at San Leandro Facility 1 Section 1.4 Plan Mergers 2 Section 1.5 Interpretation and |
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| September 29, 2023 |
Exhibit 4.6 AMENDMENT NUMBER 2 TO THE KELLOGG COMPANY – BAKERY, CONFECTIONERY, TOBACCO WORKERS AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2016) WHEREAS, the Kellogg Company (the “Company”) maintains the Kellogg Company – Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan (as amended and restated effective January 1, |
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| September 29, 2023 |
Exhibit 4.8 SPIN-OFF AMENDMENT TO THE KELLOGG COMPANY — BAKERY, CONFECTIONERY, TOBACCO WORKERS AND GRAIN MILLERS PENSION PLAN (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2016) WHEREAS, Kellogg Company (the “Company”) maintains the Kellogg Company —Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan (as amended and restated effective January 1, 2016) (the “Plan”) |
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| September 29, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) WK Kellogg Co (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0. |
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| September 20, 2023 |
WK Kellogg Co 2023 Employee Stock Purchase Plan Exhibit 4.4 WK KELLOGG CO 2023 EMPLOYEE STOCK PURCHASE PLAN (Effective October 2, 2023) 1. Purpose. WK Kellogg Co (the “Company”) has established this 2023 Employee Stock Purchase Plan (the “Plan”) to encourage and enable its eligible employees and the eligible employees of its Subsidiaries to acquire the Company’s Common Stock, and to align more closely the interests of those individuals and the |
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| September 20, 2023 |
WK Kellogg Co 2023 Long-Term Incentive Plan Exhibit 4.3 WK KELLOGG CO 2023 LONG-TERM INCENTIVE PLAN 1. PURPOSE. The purpose of this WK Kellogg Co 2023 Long-Term Incentive Plan is to further and promote the interests of the Company, its Subsidiaries and its shareowners by enabling the Company and its Subsidiaries to attract, retain and motivate employees, officers, Non-Employee Directors and other service providers or those who will become e |
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| September 20, 2023 |
As filed with the Securities and Exchange Commission on September 20, 2023 As filed with the Securities and Exchange Commission on September 20, 2023 Registration No. |
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| September 20, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) WK Kellogg Co (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0. |
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| September 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 12, 2023 WK Kellogg Co (Exact name of registrant as specified in its charter) Delaware 001-41755 92-1243173 (State or other jurisdiction of incorporation) (Commission File N |
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| September 12, 2023 |
Table of Contents Exhibit 99.1 INFORMATION STATEMENT WK Kellogg Co One Kellogg Square Battle Creek, Michigan 49016 Common Stock, Par Value $0.0001 Per Share We are sending you this Information Statement in connection with Kellogg Company’s spin-off of its wholly owned subsidiary, WK Kellogg Co. To effect the spin-off, Kellogg Company, or “Kellogg ParentCo,” will undergo an internal reorganization, |
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| September 12, 2023 |
Exhibit 10.1 CREDIT AGREEMENT Dated as of September 12, 2023 by and among WK KELLOGG CO and WK KELLOGG CANADA CORP., as Borrowers, THE LENDERS AND ISSUING LENDER PARTY HERETO, and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, COBANK, ACB, GREENSTONE FARM CREDIT SERVICES, FLCA, BANK OF AMERICA, N.A., CITIBANK, N.A., JPMORGAN CHASE |
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| September 11, 2023 |
Table of Contents Information contained herein is subject to completion or amendment. |
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| September 11, 2023 |
As filed with the Securities and Exchange Commission on September 11, 2023. As filed with the Securities and Exchange Commission on September 11, 2023. File No. 001-41755 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 WK Kellogg Co (Exact name of Registrant as specified in its charter) Delaware 92-1243173 |
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| September 11, 2023 |
WK Kellogg Co One Kellogg Square Battle Creek, Michigan 49016 WK Kellogg Co One Kellogg Square Battle Creek, Michigan 49016 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| September 1, 2023 |
Form of Amended and Restated Certificate of Incorporation of WK Kellogg Co. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WK KELLOGG CO ARTICLE ONE The name of the corporation is WK Kellogg Co (the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such |
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| September 1, 2023 |
As filed with the Securities and Exchange Commission on August 31, 2023. 10-12B/A As filed with the Securities and Exchange Commission on August 31, 2023. File No. 001-41755 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 WK Kellogg Co (Exact name of Registrant as specified in its charter) Delaware 92-1 |
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| September 1, 2023 |
Preliminary Information Statement dated August 31, 2023. Table of Contents Information contained herein is subject to completion or amendment. |
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| August 31, 2023 |
August 31, 2023 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| August 23, 2023 |
Form of Notice of Internet Availability of Information Statement Materials. Exhibit 99.2 Important Notice Regarding the Availability of Informational Materials KELLOGG COMPANY You are receiving this communication because you hold securities in Kellogg Company. Kellogg Company has released informational materials regarding its spin-off of its North American Cereal Business (“WK Kellogg Co”) that are now available for your review. The informational materials consist of the |
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| August 23, 2023 |
As filed with the Securities and Exchange Commission on August 23, 2023. As filed with the Securities and Exchange Commission on August 23, 2023. File No. 001-41755 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 WK Kellogg Co (Exact name of Registrant as specified in its charter) Delaware 92-1243173 (S |
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| August 23, 2023 |
Preliminary Information Statement dated August 23, 2023. Table of Contents Information contained herein is subject to completion or amendment. |
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| August 1, 2023 |
Form of Restricted Share Unit Terms and Conditions. Exhibit 10.9 [FORM OF TERMS AND CONDITIONS APPLICABLE TO 2023 RSU AWARDS TO BE CONVERTED PURSUANT TO SECTION 4.02(c)(ii) OF THE EMPLOYEE MATTERS AGREEMENT. AS PROVIDED HEREIN, MODIFICATIONS AND ADJUSTMENTS TO THESE TERMS AND CONDITIONS MAY BE MADE TO REFLECT THE PARTICIPANT’S EMPLOYER AFTER COMPLETION OF THE SPIN-OFF.] Kellogg Company Long Term Incentive Plan Restricted Stock Unit Terms and Condit |
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| August 1, 2023 |
Form of WK Kellogg Co Employee Stock Purchase Plan. Exhibit 10.11 WK KELLOGG CO 2023 EMPLOYEE STOCK PURCHASE PLAN (Effective ) 1. Purpose. WK Kellogg Co (the “Company”) has established this 2023 Employee Stock Purchase Plan (the “Plan”) to encourage and enable its eligible employees and the eligible employees of its Subsidiaries to acquire the Company’s Common Stock, and to align more closely the interests of those individuals and the Company’s sha |
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| August 1, 2023 |
Form of WK Kellogg Co Change of Control Severance Policy for Key Executives. Exhibit 10.13 WK Kellogg Co Change of Control Severance Policy for Key Executives Introduction The Board of Directors of WK Kellogg Co recognizes that, from time to time, the Company may explore or otherwise be subject to potential transactions that could result in a Change of Control of the Company. This possibility and the uncertainty such an event creates may result in the loss or distraction o |
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| August 1, 2023 |
WK Kellogg Co Executive Survivor Income Plan. Exhibit 10.16 WK KELLOGG CO EXECUTIVE SURVIVOR INCOME PLAN ARTICLE 1 HISTORY, PURPOSE AND EFFECTIVE DATE Kellogg Company, a Delaware corporation (“Kellogg”), has announced the spin-off of its North American cereal business to WK Kellogg Co, a subsidiary of Kellogg (the “Company”). The spin-off is expected to be completed in the 4th quarter of 2023. The date on which spin-off occurs is referred to |
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| August 1, 2023 |
Form of WK Kellogg Co Supplemental Savings and Investment Plan. Exhibit 10.7 WK KELLOGG CO SUPPLEMENTAL SAVINGS AND INVESTMENT PLAN (RESTORATION PLAN) Effective August 4, 2023 Table of Contents I. PURPOSE AND EFFECTIVE DATE 1 1.1 Purpose 1 1.2 Effective Date 1 II. DEFINITIONS 1 2.1 “Account” 1 2.2 “Affiliate” 1 2.3 “Beneficiary” 1 2.4 “Board” 2 2.5 “Committee” 2 2.6 “Compensation” 2 2.7 “Code” 2 2.8 “Company” 2 2.9 “Deferral Election” 2 2.10 “Disability” or “D |
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| August 1, 2023 |
Form of WK Kellogg Co 2023 Long-Term Incentive Plan. Exhibit 10.8 WK KELLOGG CO 2023 LONG-TERM INCENTIVE PLAN 1. PURPOSE. The purpose of this WK Kellogg Co 2023 Long-Term Incentive Plan is to further and promote the interests of the Company, its Subsidiaries and its shareowners by enabling the Company and its Subsidiaries to attract, retain and motivate employees, officers, Non-Employee Directors and other service providers or those who will become |
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| August 1, 2023 |
Form of WK Kellogg Co Severance Benefit Plan. Exhibit 10.12 WK KELLOGG CO SEVERANCE BENEFIT PLAN INTRODUCTION WK Kellogg Co is establishing the WK Kellogg Co Severance Benefit Plan (the “Plan”) effective as of July 30, 2023, to ease the financial burden on eligible terminated Employees as a result of sudden job loss. The Plan is designed to apply in situations where WK Kellogg Co or any of its Affiliates (as defined below) terminates the empl |
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| August 1, 2023 |
Form of Performance Stock Unit Terms and Conditions. Exhibit 10.10 [FORM OF TERMS AND CONDITIONS APPLICABLE TO 2023-2025 PSU AWARDS TO BE CONVERTED PURSUANT TO SECTION 4.02(f)(ii) OF THE EMPLOYEE MATTERS AGREEMENT. AS PROVIDED HEREIN, MODIFICATIONS AND ADJUSTMENTS TO THESE TERMS AND CONDITIONS MAY BE MADE TO REFLECT THE PARTICIPANT’S EMPLOYER AFTER COMPLETION OF THE SPIN-OFF.] Kellogg Company Long Term Incentive Plan PERFORMANCE STOCK UNIT TERMS AND |
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| August 1, 2023 |
As filed with the Securities and Exchange Commission on August 1, 2023. 10-12B/A As filed with the Securities and Exchange Commission on August 1, 2023. File No. 001-41755 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 WK Kellogg Co (Exact name of Registrant as specified in its charter) Delaware 92-124 |
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| July 24, 2023 |
EX-10.4 Exhibit 10.4 MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING TRADEMARKS AND CERTAIN RELATED INTELLECTUAL PROPERTY BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF [●], 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II LICENSES TO WKKC 9 2.1 License to Kellanova-Owned Marks in North America 9 2.2 License to Kellanova-Owned Marks for Carveout Products in North Ameri |
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| July 24, 2023 |
Subsidiaries of the Registrant. EX-21.1 Exhibit 21.1 WK Kellogg Co SUBSIDIARIES (COMMON STOCK OWNERSHIP) WK Kellogg Co Subsidiaries State or Other Jurisdiction of Incorporation 1906 Foreign Trading LLC Delaware 1906 GBS Mex Co, S de RL de CV Mexico 1906 Mexicali Co, S. DE R. L. DE C.V. Mexico BC Can Holding II LLC Delaware BC Mex Holding I LLC Delaware BC Mex Holding II LLC Delaware |
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| July 24, 2023 |
Form of Retention Agreement and General Release. EX-10.14 Exhibit 10.14 RETENTION AGREEMENT AND GENERAL RELEASE This Retention Agreement (this “Agreement”) is entered into by and between Kellogg Company, a Delaware corporation (“Kellogg”), together with its subsidiaries, divisions, affiliates and successors, (collectively, the “Company”) and (“Employee”), whose address is . This Agreement shall become effective as of the Effective Date (as defin |
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| July 24, 2023 |
Preliminary Information Statement dated July 24, 2023. EX-99.1 Table of Contents Preliminary Information Statement SUBJECT TO COMPLETION, DATED JULY 24, 2023 INFORMATION STATEMENT WK Kellogg Co One Kellogg Square Battle Creek, Michigan 49016 Common Stock, Par Value $0.0001 Per Share We are sending you this Information Statement in connection with Kellogg Company’s spin-off of its wholly owned subsidiary, WK Kellogg Co. To effect the spin-off, Kellogg |
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| July 24, 2023 |
Form of Transition Services Agreement between Kellogg Company and WK Kellogg Co. EX-10.6 Exhibit 10.6 TRANSITION SERVICES AGREEMENT by and between Kellogg Company and WK Kellogg Co Dated as of [ ], 2023 This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”), dated as of [ ], 2023, is by and between Kellogg Company, a Delaware corporation (“Kellanova”) and WK Kellogg Co, a Delaware corporation (“WKKC”). Kellanova and WKKC are collectively refe |
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| July 24, 2023 |
Form of Recognition Award Agreement and General Release. EX-10.15 Exhibit 10.15 RECOGNITION AWARD AGREEMENT AND GENERAL RELEASE This Recognition Agreement and General Release (“Agreement”) is entered into as of Notification Date by and between Kellogg Company, a Delaware corporation (“Kellogg” or “Company”), together with its subsidiaries, divisions, affiliates and successors and . The Company has announced the spin-off of its North American cereal busi |
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| July 24, 2023 |
EX-10.3 Exhibit 10.3 MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING PATENTS, TRADE SECRETS AND CERTAIN RELATED INTELLECTUAL PROPERTY BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF [●], 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II LICENSES 6 Section 2.1 License to WKKC For In-Scope Product Related IP 6 Section 2.2 Exclusivity 6 Section 2.3 License to WKKC for Gener |
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| July 24, 2023 |
Form of Tax Matters Agreement between Kellogg Company and WK Kellogg Co. EX-10.5 Exhibit 10.5 TAX MATTERS AGREEMENT by and between KELLOGG COMPANY and WK Kellogg Co Dated as of [•], 2023 TABLE OF CONTENTS Page ARTICLE I Definitions Section 1.1 General 2 ARTICLE II PAYMENTS AND TAX REFUNDS Section 2.1 Allocation of Tax Liabilities 9 Section 2.2 Determination of Taxes Attributable to the WKKC Business 9 Section 2.3 Employment Taxes 10 Section 2.4 Transaction Taxes 10 Sec |
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| July 24, 2023 |
Form of Supply Agreement between Kellogg Company and WK Kellogg Co. EX-10.2 Exhibit 10.2 SUPPLY AGREEMENT This SUPPLY AGREEMENT (this “Agreement”), dated as of , 2023 (the “Effective Date”), is by and between Kellogg Company, a Delaware corporation (“Manufacturer”), and WK Kellogg Co, a Delaware corporation (“Buyer”). Manufacturer and Buyer are collectively referred to as the “Parties” and individually as a “Party”. Background A. In connection with the proposed se |
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| July 24, 2023 |
Form of Employee Matters Agreement between Kellogg Company and WK Kellogg Co. EX-10.1 Exhibit 10.1 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF , 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 ARTICLE II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES Section 2.01 General Principles 9 Section 2.02 Comparable Benefit Plans 11 Section 2.03 Adoption and Transfer and Assumption of Benefit Plans 12 ARTICLE |
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| July 24, 2023 |
Robert M. Hayward, P.C. To Call Writer Directly: +1 312 862 2133 [email protected] 300 North LaSalle Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com Facsimile: +1 312 862 2200 July 24, 2023 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Ernest Gre |
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| July 24, 2023 |
As filed with the Securities and Exchange Commission on July 24, 2023. As filed with the Securities and Exchange Commission on July 24, 2023. File No. 001- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 WK Kellogg Co (Exact name of Registrant as specified in its charter) Delaware 92-1243173 (State or Other Jurisdiction |
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| July 24, 2023 |
Form of Separation and Distribution Agreement between Kellogg Company and WK Kellogg Co. EX-2.1 Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF [•], 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II THE INTERNAL REORGANIZATION 14 2.1 Transfer of Assets and Assumption of Liabilities 14 2.2 WKKC Assets; Kellanova Assets 16 2.3 WKKC Liabilities; Kellanova Liabilities 20 2.4 Approvals and Notifications. 21 2.5 Nov |
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| July 24, 2023 |
Form of Amended and Restated Bylaws of WK Kellogg Co. EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF WK KELLOGG CO A Delaware corporation (Adopted as of [•], 2023) ARTICLE I OFFICES Section 1. Offices. WK Kellogg Co (the “Corporation”) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may fro |
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| July 24, 2023 |
Form of Amended and Restated Certificate of Incorporation of WK Kellogg Co. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WK KELLOGG CO ARTICLE ONE The name of the corporation is WK Kellogg Co (the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent a |
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| June 16, 2023 |
Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 EX-3.2 Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF WK KELLOGG CO A Delaware corporation (Adopted as of [•], 2023) ARTICLE I OFFICES Section 1. Offices. WK Kellogg Co (the “Corporation”) may have an office or offices other than its registered office at such place or places, either within or outside the State of De |
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| June 16, 2023 |
Table of Contents Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C. |
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| June 16, 2023 |
Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 EX-3.1 Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WK KELLOGG CO ARTICLE ONE The name of the corporation is WK Kellogg Co (the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City |
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| June 16, 2023 |
Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 300 North LaSalle Chicago, IL 60654 Robert M. Hayward United States To Call Writer Directly: Facsimile: +1 312 862 2133 +1 312 862 2000 +1 312 862 2200 [email protected] www.kirkland.com June 16, 2023 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street |
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| June 16, 2023 |
Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 EX-10.1 Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 Exhibit 10.1 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF , 2023 Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 ARTICLE II GENERAL PRINCIPLES FOR ALLO |
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| June 16, 2023 |
Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 Robert M. Hayward, P.C. To Call Writer Directly: +1 312 862 2133 [email protected] 300 North LaSalle Facsimile: +1 312 862 2200 Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com June 16, 2023 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance |
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| June 16, 2023 |
Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 EX-10.5 Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 Exhibit 10.5 TAX MATTERS AGREEMENT by and between KELLOGG COMPANY and WK Kellogg Co Dated as of [•], 2023 Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 TABLE OF CONTENTS Page ARTICLE I Definitions Section 1.1 General 2 ARTICLE II PAYMENTS AND TAX REFUNDS Section 2 |
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| June 16, 2023 |
DRS/A Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 Amendment No. 1 to Draft Registration Statement as confidentially submitted to the Securities and Exchange Commission on June 16, 2023. This registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. File No. 001- |
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| June 16, 2023 |
Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 EX-2.1 Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF [•], 2023 Confidential Treatment Requested by WK Kellogg Co Pursuant to 17 C.F.R. Section 200.83 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II THE INTERNAL REORGANIZATION 14 2.1 Trans |
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| February 10, 2023 |
Confidential Treatment Requested by North America Cereal Co. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on February 9, 2023. This registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. File No. 001- UNITED STATES SECURITIES AND EXCHANGE C |
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| February 10, 2023 |
Confidential Treatment Requested by North America Cereal Co. Pursuant to 17 C.F.R. Section 200.83 Table of Contents Confidential Treatment Requested by North America Cereal Co. Pursuant to 17 C.F.R. Section 200.83 Exhibit 99.1 Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, but has not yet become e |
