WK Kellogg Co — Director's Dealing 2024

May 17, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WK Kellogg Co (KLG)
CIK: 0001959348
Period of Report: 2024-05-15

Reporting Person: Gund G Zachary (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-15	Common Stock	A	6699	—	Acquired	27515	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-05-15	Deferred Stock Units	$	A	1674	Acquired		Common Stock (1674)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6218	Indirect
Common Stock	914	Indirect
Common Stock	2300	Indirect
Common Stock	404750	Indirect

Footnotes

F1: Represents shares of Issuer common stock granted to the Reporting Person under the Amended and Restated WK Kellogg Co 2023 Long-Term Incentive Plan pursuant to the non-employee director compensation program of the Issuer. Shares granted under by the Issuer under the non-employee director compensation program are automatically deferred and distributable to the Reporting Person or his beneficiary only upon the "separation of service" of the Reporting Person from the Issuer (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended).

F2: These shares are held in a trust for the benefit of the Reporting Person and certain members of his family. The Reporting Person is one of several trustees and, in such capacity, may have voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F3: These shares are held by a limited liability company that is owned by a trust for the benefit of certain members of the Reporting Person's family. A family member of the Reporting Person is the trustee of the trust, and the Reporting Person is the manager of the limited liability company. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F4: These shares are held in family partnerships, the partners of which include a trust for the benefit of the Reporting Person. The Reporting Person serves as a manager of these partnerships and, in such capacity, may have voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F5: Represents deferred stock units granted under the WK Kellogg Co 2023 Long-Term Incentive Plan pursuant to an election made by the Reporting Person under the Issuer non-employee director compensation program. Each deferred stock unit is the economic equivalent of one share of the common stock of the Issuer (Common Stock). 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 the service of the Reporting Person as a Director terminates.