September 26, 2025 · Form 4 insider transaction
KELLOGG W K FOUNDATION TRUST sold 13,505,159 shares of WK Kellogg Co at $23.00 per share, a transaction worth $310.62M. The trade was recorded as disposition to the issuer and disclosed on an SEC Form 4, filed 4 days after the transaction.
On September 26, 2025, Ferrero International S.A. ("Parent"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Frosty Merger Sub, Inc., a wholly-owned indirect subsidiary of Parent ("Merger Sub"), dated as of July 10, 2025 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned indirect subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) was automatically cancelled, extinguished and converted into the right to receive $23.00 per share in cash without interest thereon.; These shares were owned by the W.K. Kellogg Foundation Trust (the "Trust") of which Steven A. Cahillane, La June Montgomery Tabron, Richard M. Tsoumas and The Northern Trust Company are Trustees and the W.K. Kellogg Foundation is the sole beneficiary.