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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


☐			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

(Exact name of registrant as specified in its charter)

Delaware

92-1243173

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

One Kellogg Square,

Battle Creek

Michigan

49016-3599

(Address of principal executive offices)

(Zip Code)

269-401-3000

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.0001 par value per share	KLG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of July 30, 2025 — 86,416,394 shares of the registrant's common stock were outstanding

Table of Contents

WK KELLOGG CO

INDEX


			Page
PART I — Financial Information
Item 1:
Financial Statements
Unaudited Consolidated Balance Sheet — June 28, 2025 and December 28, 2024			3
Unaudited Consolidated Statement of Income — quarter and year -to -date period s ended June 28, 2025 and June 29, 2024			4
Unaudited Consolidated Statement of Comprehensive Income – quarter and year-to-date period s ended June 28, 2025 and June 29, 2024			5
Unaudited Consolidated Statement of Equity — quarter and year-to-date period s ended June 28, 2025 and June 29, 2024			6
Unaudited Consolidated Statement of Cash Flows — year-to-date period s ended June 28, 2025 and June 29, 2024			8
Notes to Unaudited Consolidated Financial Statements			9
Item 2:
Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3:
Quantitative and Qualitative Disclosures about Market Risk			32
Item 4:
Controls and Procedures			32
PART II — Other Information
Item 1:
Legal Proceedings			34
Item 1A:
Risk Factors			34


Item 5:
Other Information			36
Item 6:
Exhibits			37
Signatures			38

Table of Contents

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements.

WK KELLOGG CO

CONSOLIDATED BALANCE SHEET (Unaudited)

(millions, except per share data)


	June 28, 2025		December 28, 2024
Current assets
Cash and cash equivalents	$	120	$	47
Accounts receivable, net	200		199
Inventories	393		367
Other current assets	29		27
Total current assets	742		640
Property, net	824		786
Operating lease right-of-use assets	116		113
Goodwill	53		53
Other intangibles	57		57
Postretirement plan assets	306		301
Other assets	26		33
Total assets	$	2,124	$	1,983
Current liabilities
Notes payable	$	26	$	51
Current maturities of long-term debt	36		24
Accounts payable	494		520
Accrued advertising and promotion	83		98
Accrued salaries and wages	33		61
Other current liabilities	77		97
Total current liabilities	749		851
Long-term debt	681		460
Long-term operating lease obligations	94		95
Deferred income taxes	81		83
Pension liability	120		124

Other liabilities	54		42
Commitments and contingencies (Note 12)
Equity
Common stock, $0.0001 par value, 1,000,000,000 shares authorized Issued: 86,240,872 shares as of June 28, 2025 and 86,101,154 shares as of December 28, 2024	—		—
Capital in excess of par value	359		343
Retained earnings	26		27

Accumulated other comprehensive loss	(40)		(42)


Total equity	345		328
Total liabilities and equity	$	2,124	$	1,983

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

WK KELLOGG CO

CONSOLIDATED STATEMENT OF INCOME (Unaudited)

(millions, except per share data)


	Quarter ended				Year-to-date period ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
			(As Restated)				(As Restated)
Net sales	$	613	$	672	$	1,276	$	1,379
Cost of goods sold	446		469		916		971
Selling, general and administrative expense	143		149		298		306
Restructuring costs	14		—		28		—
Operating profit (loss)	10		54		34		102
Interest expense	6		8		9		16
Other income, net	7		4		12		10
(Loss) Income before income taxes	11		50		37		96
Income tax expense (benefit)	3		13		8		25
Net income (loss)	$	8	$	37	$	29	$	71


Per share amounts:
Basic earnings (loss)	$	0.09	$	0.43	$	0.34	$	0.82
Diluted earnings (loss)	0.09		0.42		0.33		0.81

Average shares outstanding:
Basic	86		86		86		86
Diluted	88		88		88		87

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

WK KELLOGG CO

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)

(millions)


	Quarter ended						Year-to-date period ended
	June 28, 2025						June 28, 2025
	Pre-tax amount		Tax (expense) benefit		After-tax amount		Pre-tax amount		Tax (expense) benefit		After-tax amount
Net income (loss)	$	11	$	(3)	$	8	$	37	$	(8)	$	29
Other comprehensive income (loss):
Foreign currency translation adjustments:
Foreign currency translation adjustments during this period	8		—		8		8		—		8


Cash flow hedges:
Net deferred gain (loss) on cash flow hedges arising during this period	(2)		—		(2)		(6)		1		(5)
Reclassification to interest expense	—		—		—		1		—		1
Postretirement and postemployment benefits:


Reclassification to net income:

Prior service cost	(2)		1		(1)		(3)		1		(2)




Comprehensive income (loss)	$	15	$	(2)	$	13	$	37	$	(6)	$	31




	Quarter ended						Year-to-date period ended
	June 29, 2024						June 29, 2024
	(As Restated)						(As Restated)
	Pre-tax amount		Tax (expense) benefit		After-tax amount		Pre-tax amount		Tax (expense) benefit		After-tax amount
Net income (loss)	$	50	$	(13)	$	37	$	96	$	(25)	$	71
Other comprehensive income (loss):
Foreign currency translation adjustments:
Foreign currency translation adjustments during this period	(3)		1		(2)		(6)		2		(4)





Postretirement and postemployment benefits:


Reclassification to net income:

Prior service cost	(1)		—		(1)		(2)		—		(2)




Comprehensive income	$	46	$	(12)	$	34	88		(23)		65

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

WK KELLOGG CO

CONSOLIDATED STATEMENT OF EQUITY (Unaudited)

(millions)


	Quarter ended June 28, 2025
	Common stock			Capital in excess of par value		Retained earnings		Accumulated other comprehensive income (loss)			Total equity
(unaudited)	shares	amount
Balance, March 29, 2025	86	$	—	$	353	$	33		$	(45)		$	341

Net income (loss)	—	—		—		8			—			8



Dividends declared ($0.165 per share)	—	—		—		(14)			—			(14)

Other comprehensive income (loss)	—	—		—		—			5			5
Stock compensation	—	—		5		(1)			—			4

Share issuance	—	—		1		—			—			1

Balance, June 28, 2025	86	$	—	$	359	$	26		$	(40)		$	345



	Year-to-date period ended June 28, 2025
	Common stock			Capital in excess of par value		Retained earnings		Accumulated other comprehensive income (loss)			Total equity
(unaudited)	shares	amount
Balance, December 28, 2024	86	$	—	$	343	$	27		$	(42)		$	328

Net income	—	—		—		29			—			29
Spin-Off related adjustment	—	—		4		—			—			4

Dividends declared ($0.33 per share)	—	—		—		(28)						(28)

Other comprehensive income (loss)	—	—		—		—			2			2
Stock compensation				10		(2)			—			8

Stock issuance	—	—		2		—			—			2
Balance, June 28, 2025	86	$	—	$	359	$	26		$	(40)		$	345

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WK KELLOGG CO

CONSOLIDATED STATEMENT OF EQUITY (Unaudited)

(millions)


	Quarter ended June 29, 2024
	(As Restated)
	Common stock			Capital in excess of par value		Retained earnings		Accumulated other comprehensive income (loss)			Total equity
(unaudited)	shares	amount
Balance, March 30, 2024	86	$	—	$	329	$	23		$	(32)		$	320

Net income	—	—		—		37			—			37
Dividends declared ($0.16 per share)	—	—		—		(13)						(13)


Other comprehensive income (loss)	—	—		—		—			(4)			(4)

Stock compensation	—	—		5		(1)			—			4
Share issuance	—	—		1		—			—			1
Balance, June 29, 2024	86	$	—	$	335	$	46		$	(36)		$	345



		Year-to-date period ended June 29, 2024
		(As Restated)
	Common stock		Capital in excess of par value		Retained earnings				Accumulated other comprehensive income (loss)			Total equity
(unaudited)		shares					amount
Balance, December 30, 2023		86			$	327	$	3		$	(28)		$	302

Net income		—	—		—		71			—			71

Dividends declared ($0.32 per share)		—	—		—		(27)			—			(27)

Other comprehensive income		—	—		—		—			(8)			(8)

Stock compensation		—	—		6		(1)			—			5
Share issuances		—	—		2		—			—			2
Balance, June 29, 2024		86	$	—	$	335	$	46		$	(36)		$	345

See accompanying Notes to Unaudited Consolidated Financial Statements.

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WK KELLOGG CO

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(millions)


	Year-to-date period ended
	June 28, 2025		June 29, 2024
			(As Restated)
Operating activities
Net income	$	29	$	71
Adjustments to reconcile net income to operating cash flows:
Depreciation and amortization	44		39
Pension and postretirement plan benefit	(17)		(18)
Deferred income taxes	—		1
Stock compensation	10		6

Restructuring costs	26		—
Other	3		5
Pension plan contributions	(6)		(10)
Changes in operating assets and liabilities:
Trade receivables	3		36
Inventories	(24)		(26)
Accounts payable	—		(4)

Income taxes payable	(17)		5
Accrued advertising and promotion	(15)		(32)
Accrued salaries and wages	(29)		(22)
All other assets and liabilities	9		(14)

Net cash provided by (used in) operating activities	16		37
Investing activities
Additions to properties	(124)		(47)












Net cash provided by (used in) investing activities	(124)		(47)
Financing activities
Proceeds from borrowings under the Credit Agreement	245		—
Repayment of borrowings under the Credit Agreement	(12)		(6)

Issuances of notes payable, with maturities greater than 90 days	145		—
Reductions of notes payables, with maturities greater than 90 days	(171)		—

Issuances of common stock	2		2


Dividends paid	(28)		(27)


Other	—		1
Net cash provided by (used in) financing activities	181		(30)
Effect of exchange rate changes on cash and cash equivalents	—		(2)
Increase (decrease) in cash and cash equivalents	73		(42)
Cash and cash equivalents at beginning of period	47		89
Cash and cash equivalents at end of period	$	120	$	47

Supplemental cash flow disclosures of non-cash investing activities:
Additions to properties included in accounts payable	$	24	$	17
Supplemental cash flow disclosures of non-cash financing activities:
Operating lease liabilities arising from obtaining right of use assets	$	19	$	52

See accompanying Notes to Unaudited Consolidated Financial Statements.

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Notes to Unaudited Consolidated Financial Statements

for the quarter ended June 28, 2025 (unaudited)

Note 1 Accounting policies

Basis of presentation

The accompanying Unaudited Consolidated Financial Statements reflect the results of operations, financial position and cash flows of the Company prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The unaudited interim financial information of the Company included in this report reflects all adjustments, all of which are of a normal and recurring nature, that management believes are necessary for a fair statement of the results of operations, comprehensive income, financial position, equity and cash flows for the periods presented. This interim information should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes included within the 2024 Annual Report on Form 10-K, as amended by Amendment No. 1 on Form 10-K filed on August 7, 2025 ("2024 Annual Report").

The balance sheet information at December 28, 2024 was derived from our audited consolidated financial statements, but does not include all disclosures required by GAAP. The results of operations for the quarter and year-to-date period ended June 28, 2025 are not necessarily indicative of the results to be expected for other interim periods or the full year ending January 3, 2026.

On October 2, 2023 ("Spin-Off Date"), Kellanova (formerly known as Kellogg Company) completed the spin-off (the "Spin-Off") of its North American cereal business, resulting in a new independent public company, WK Kellogg Co (the "Company"). Prior to the Spin-Off, the Company historically operated as part of Kellanova.

In connection with the Spin-Off, the Company entered into several agreements with Kellanova that govern the relationship of the parties following the Spin-Off and allocate between WK Kellogg Co and Kellanova various assets, liabilities, and obligations, including, among other things, employee benefits, intellectual property, and tax related assets and liabilities. The agreements included a Separation and Distribution Agreement, Employee Matters Agreement, Supply Agreement, Master Ownership and License Agreements regarding Patents, Trademarks and Certain Related Intellectual Property, Tax Matters Agreement and Transition Services Agreement.

Restatement of Previously Issued Consolidated Financial Statements

While preparing its second quarter 2025 consolidated financial statements, the Company identified an error in the Company’s historical consolidated financial statements for the quarter and year-to-date periods ended December 30, 2023, March 30, 2024, June 29, 2024, September 28, 2024 and December 28, 2024, that caused understatements of Inventory, overstatements of Cost of goods sold, and corresponding Income tax impacts to the resulting increase in net income (the “Error”). The Company determined that the Error originated from discrete reporting processes established at the time of the spin-off from Kellanova and related to inventory adjustments that inadvertently double-counted certain manufacturing expenses. The Error had no cash impact and no impact on manufacturing operations.

Additionally, the Company is correcting certain items that were previously identified and concluded as immaterial, individually and in the aggregate, to its consolidated financial statements as of and for the fiscal year ended December 28, 2024. These items primarily relate to cash, notes payable and accounts payable misclassifications. These items impact cash amounts reflected on the consolidated balance sheet, and therefore impact net cash provided by (used in) operating activities and net cash provided by (used in) financing activities within the consolidated statement of cash flows for each respective period. As a result, the Company has included the restated unaudited consolidated financial statements of the Company for the fiscal quarter ended June 29, 2024.

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The effects of the restatements on the Unaudited Consolidated Statement of Income and the Unaudited Consolidated Statement of Comprehensive Income for the quarter and year-to-date period ended June 29, 2024 are as follows:


	For the quarter ended June 29, 2024						For the year-to-date period ended June 29, 2024
(millions, except per share data)	As Reported		Adjustment		As Restated		As Reported		Adjustment		As Restated
Cost of goods sold	$	476	$	(7)	$	469	$	980	$	(9)	$	971
Operating profit	47		7		54		93		9		102
Income before income taxes	43		7		50		87		9		96
Income taxes	12		1		13		23		2		25
Net income	31		6		37		64		7		71
Comprehensive income	28		6		34		58		7		65
Basic earnings per share	0.37		0.06		0.43		0.75		0.07		0.82
Diluted earnings per share	0.36		0.06		0.42		0.73		0.08		0.81

Note: The Company's Consolidated Statements of Equity were also affected by the restated net income amounts for the periods presented above.

The effects of the restatements on the Unaudited Consolidated Statement of Cash Flows for the year-to-date period June 29, 2024 are as follows:


	For the year-to-date period ended June 29, 2024
(millions)	As Reported		Adjustment		As Restated
Operating activities:
Net Income	$	64	$	7	$	71
Changes in operating assets and liabilities:
Inventories	(17)		(9)		(26)
Income taxes payable	3		2		5
Net cash provided by (used in) operating activities	37		—		37
Financing activities:
Net increase (reduction) of notes payable, with maturities less than or equal to 90 days	(3)		3		—
Net cash provided by (used in) financing activities	(33)		3		(30)
Increase (decrease) in cash and cash equivalents	(45)		3		(42)
Cash and cash equivalents at end of period	44		3		47

Note: Please refer to discussion in preceding paragraphs regarding adjustments to cash and notes payable unrelated to the Error.

The impacts of the restatements have been reflected throughout the unaudited financial statements, including Notes 8 and 11.

Accounts payable - Supplier Finance Programs

The Company establishes competitive market-based terms with our suppliers, regardless of whether they participate in supplier finance programs, which generally range from 0 to 135 days depending on their respective industry and geography.

The Company has agreements with third parties to provide accounts payable tracking systems which facilitate participating suppliers’ ability to monitor and, if elected, sell payment obligations from the Company to designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to sell one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company has no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to sell amounts under the arrangements. However, the Company’s right to offset balances due from suppliers against payment obligations is restricted by the agreements for those payment obligations that have been sold by suppliers. The payment of these obligations by the Company is included in Net cash provided by (used in) operating activities in the Unaudited Consolidated Statement of Cash Flows. As of June 28, 2025, $146 million of the Company’s outstanding payment obligations had been placed in the accounts payable tracking system. As of December 28,

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2024, $132 million of the Company’s outstanding payment obligations had been placed in the accounts payable tracking system.

Accounting standards to be adopted in future periods

Income Taxes: Improvements to Income Tax Disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard primarily expands the required disclosures surrounding the rate reconciliation and income taxes paid. For public entities, this standard is effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. Retrospective application is permitted. The Company will adopt the updated standard for the fiscal year ending January 3, 2026. The Company is currently evaluating the impact the adoption of this standard will have on its disclosures.

Disaggregation of Income Statement Expenses: In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”). This standard requires all public entities to provide additional disclosure about the nature of the expenses included in the income statement. The DISE will require disclosure about specific types of expenses included within the expense caption presented on the face of the income statement and additional disclosure about selling expenses. This standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. This standard can be applied either prospectively or retrospectively. The Company intends to adopt the updated standard for the fiscal year ending January 1, 2028. The Company is currently evaluating the impact the adoption of this standard will have on its disclosures.

Note 2 Sale of accounts receivable

The Company has a program in which a discrete group of customers are allowed to extend their payment terms in exchange for the elimination of early payment discounts (Extended Terms Program).

The Company has a monetization agreement with an unaffiliated financial institution specifically designed to factor trade receivables with certain customers that participate in the Extended Terms Program. Under this monetization arrangement, from time to time, the Company sells these customers’ trade receivables at a discount on a non-recourse basis. A portion of the cash proceeds is subject to certain restrictions. Transfers under these agreements are accounted for as sales of receivables resulting in the receivables being de-recognized from the Unaudited Consolidated Balance Sheet. The monetization program provides for the continuing sale of certain receivables on a revolving basis until terminated by either party; however, the maximum receivables that may be sold at any time is approximately $350 million.

The Company has no retained interest in the receivables sold; however, the Company does have collection and administrative responsibilities for the receivables sold. The Company has not recorded any servicing assets or liabilities as of June 28, 2025 and December 28, 2024 for these agreements, as the fair value of these servicing arrangements as well as the fees earned were not material to the financial statements.

Accounts receivable sold of $300 million and $307 million remained outstanding under these arrangements as of June 28, 2025 and December 28, 2024, respectively. The proceeds from these sales of receivables are included in Net cash provided by (used in) operating activities in the Unaudited Consolidated Statement of Cash Flows in the period of sale. The recorded net loss on sale of receivables was $4 million and $8 million for the quarter and year-to-date period ended June 28, 2025, respectively, and $5 million and $9 million for the quarter and year-to-date period ended June 29, 2024, respectively. The recorded loss is included in Other income (expense), net ("OIE") in the Unaudited Consolidated Statement of Income.

A portion of cash received related to the accounts receivable monetization program is restricted as part of the Extended Terms Program collateralization agreement. As of June 28, 2025 and December 28, 2024, the amount of restricted cash was $7 million and $15 million, respectively, and is included in Cash and cash equivalents in the Unaudited Consolidated Balance Sheets.

Note 3 Equity

Earnings per share

Basic earnings (loss) per share is determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is similarly determined, except that the

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denominator is increased to include the number of additional shares of common stock that would have been outstanding if all dilutive potential shares of common stock had been issued. Dilutive potential shares of common stock consist principally of unvested restricted stock units and unvested performance stock units. Computations of diluted earnings per share should not give effect to any dilutive potential shares of common stock that would have the effect of increasing earnings per share (or decreasing the loss per share). There were approximately two million dilutive shares and no anti-dilutive shares for each of the quarter and year-to-date period ended June 28, 2025 and June 29, 2024. Please refer to the Consolidated Statement of Income for basic and diluted earnings per share for the quarter and year-to-date periods ended June 28, 2025 and June 29, 2024.

Comprehensive income

Comprehensive income includes net income and all other changes in equity during a period except those resulting from investments by or distributions to shareowners. Other comprehensive income consists of foreign currency translation adjustments, fair value adjustments associated with cash flow hedges, which are recorded in interest expense within the statement of income upon reclassification from Accumulated Other Comprehensive Income ("AOCI"), adjustments for net experience gains (losses) and prior service credit (costs) related to employee benefit plans, which are recorded in OIE within the statement of income upon reclassification from AOCI. The related tax effects of these items are recorded in Income taxes within the Unaudited Consolidated Statement of Income upon reclassification from AOCI.

AOCI as of June 28, 2025 and December 28, 2024 consisted of the following:


(millions)	June 28, 2025		December 28, 2024
Foreign currency translation adjustments	$	(41)	$	(49)

Cash flow hedges — net deferred gain (loss)	(1)		5
Postretirement and postemployment benefits:
Net experience gain (loss)	1		(2)
Prior service credit (cost)	1		4

Total accumulated other comprehensive income (loss)	$	(40)	$	(42)

Note 4 Restructuring

On July 31, 2024, the Board of Directors of the Company approved a reorganization plan in connection with the Company's strategic priority to modernize its supply chain. Under this reorganization plan, herein referred to as the restructuring plan, the Company will consolidate its manufacturing network by closing its Omaha, Nebraska plant, with a phased reduction in production beginning in late 2025 and full closure targeted by the end of 2026, and scaling back production (which includes a reduction in the number of manufacturing platforms) at its Memphis, Tennessee facility, commencing in late 2025. The restructuring plan was communicated to impacted employees on August 6, 2024 and remains subject to the satisfaction of certain collective bargaining obligations. The actions under the restructuring plan are expected to be completed by the end of fiscal year 2026.

These actions are expected to result in cumulative restructuring pretax charges of between $230 million and $270 million, including between $30 million and $40 million in cash costs for severance and other termination benefits and between $30 million and $40 million in other cash restructuring costs related to equipment dismantlement and other transition costs. The Company estimates between $170 million and $190 million in non-cash charges related primarily to accelerated depreciation associated with restructuring assets and asset write-offs. These charges are expected to be incurred through 2027. The amounts expected to be incurred as a result of these actions, including the timing thereof, are estimates only and subject to a number of assumptions. Actual results may differ materially from the Company's current expectations. The Company may also incur additional charges or other cash expenditures not currently contemplated due to unanticipated events that may occur as a result of, or associated with, these actions.

For the quarter and year-to-date periods ended June 28, 2025, the Company recorded total charges of $14 million and $28 million, respectively, as Restructuring costs on the Unaudited Consolidated Statement of Income. The Company did not have any restructuring projects during the quarter ended June 29, 2024.

The table below provides the details for the charges incurred during the quarter and year-to-date periods ended June 28, 2025 and June 29, 2024 and total project costs to date:

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	Quarter ended				Year-to-date period ended				Project costs to date
(millions)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Employee related costs	$	—	$	—	$	—	$	—	$	20
Pension curtailment (gain) loss, net	—		—		—		—		3
Asset related costs	13		—		27		—		58
Other costs	1		—		1		—		3
Total	$	14	$	—	$	28	$	—	$	84

Employee related costs consist of severance and other termination benefits. Pension curtailment (gain) loss consists of a curtailment loss that resulted from restructuring plan initiatives. Asset related costs consisted primarily of accelerated depreciation associated with restructuring assets, asset write-offs and impairments. Other costs incurred consist primarily of legal and consulting fees.

As of June 28, 2025 total project reserves were $21 million, related to expected severance payments and other costs of which a substantial portion will be paid in 2026. Employee related cost accruals are recorded to Other current liabilities and Other liabilities within the Unaudited Consolidated Balance Sheet. Other cost accruals are recorded to Accounts payable and Other current liabilities within the Unaudited Consolidated Balance Sheet. The following table provides details for exit cost reserves:


(millions)	Employee Related Costs		Pension curtailment (gain) loss, net		Asset Related Costs		Other Costs		Total
Liability as of December 28, 2024	$	20	$	—	$	—	$	1	$	21
2025 restructuring charges	—		—		27		1		28
Cash payments	—		—		—		(1)		(1)
Non-cash charges and other	—		—		(27)		—		(27)
Liability as of June 28, 2025	$	20	$	—	$	—	$	1	$	21

Note 5 Pension and postretirement benefits

The Company sponsors a pension plan in the United States and several plans in the United States and Canada that provide health care and other welfare benefits to retired employees who have met certain age and service requirements. These plans are described within the Notes to the Consolidated Financial Statements included in the 2024 Annual Report. Components of Company benefit plans (income) expense for the periods presented are included in the tables below. Excluding the service cost component, these amounts are included within OIE in the Unaudited Consolidated Statement of Income.

The following tables present the pension expense and nonpension postretirement income directly attributable to the Company for the quarter and year-to-date period ended June 28, 2025 and June 29, 2024:

Pension


	Quarter ended				Year-to-date period ended
(millions)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Service cost	$	2	$	2	$	4	$	4
Interest cost	7		7		14		14
Expected return on plan assets	(8)		(9)		(16)		(18)
Amortization of unrecognized prior service cost	—		1		1		2


Total pension expense	$	1	$	1	$	3	$	2

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Other nonpension postretirement


	Quarter ended				Year-to-date period ended
(millions)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Service cost	$	1	$	1	$	2	$	2
Interest cost	6		6		12		12
Expected return on plan assets	(15)		(15)		(30)		(30)
Amortization of unrecognized prior service cost	(2)		(2)		(4)		(4)



Total postretirement benefit income	$	(10)	$	(10)	$	(20)	$	(20)

Company contributions to employee benefit plans are summarized as follows:


(millions)	Pension		Nonpension postretirement		Total
Quarter ended:
June 28, 2025	$	6	$	—	$	6
June 29, 2024	$	7	$	—	$	7
Year-to-date period ended:
June 28, 2025	$	6	$	—	$	6
June 29, 2024	$	10	$	—	$	10
Full year:
Fiscal year 2025 (projected)	$	19	$	—	$	19
Fiscal year 2024 (actual)	$	24	$	—	$	24

Plan funding strategies may be modified in response to management's evaluation of tax deductibility, market conditions, and competing investment alternatives.

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Note 6 Operating leases

The Company leases certain warehouses, equipment, vehicles, and office space primarily through operating lease agreements. The Company recorded operating lease costs of $8 million and $15 million for the quarter and year-to-date period ended June 28, 2025, respectively, and $4 million and $7 million for the quarter and year-to-date period ended June 29, 2024, respectively.


	Quarter ended				Year-to-date period ended
(millions)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	7	$	3	$	14	$	5
Right-of-use assets obtained in exchange for operating lease liabilities:
New leases	$	1	$	16	$	19	$	52
Modified leases	$	—	$	—	$	—	$	—

At June 28, 2025 future maturities of operating leases were as follows:


(millions)	Operating leases
2025 (remaining)	$	13
2026	29
2027	28
2028	22
2029	19
2030 and beyond	21
Total minimum payments	$	132
Less interest	(16)
Present value of lease liabilities	$	116

Weighted-average remaining lease term - operating leases	4.9 years
Weighted-average discount rate - operating leases	5.7%

During the first quarter of 2025, the Company entered into a lease agreement with an unrelated third party for a distribution center previously leased by Kellanova. The lease was subleased directly from Kellanova as outlined in the Separation and Distribution Agreement. Payments for this lease are made on a monthly basis. Prior to the execution of this lease, use of the distribution center was managed under the transition services agreement that the Company entered into with Kellanova in connection with the Spin-Off (the "Transition Services Agreement").

The new sublease agreement executed in the first quarter of 2025 resulted in an increase to operating lease assets of $13 million, which is recorded within Operating lease assets on the Unaudited Consolidated Balance Sheet. This also resulted in an increase to operating lease liabilities of $13 million, of which $5 million is classified as short-term and included in Other current liabilities and $8 million is classified as Long-term operating lease obligations on the Unaudited Consolidated Balance Sheet.

Note 7 Debt

The following table presents the components of debt balances, net of issuance costs:


(millions)	June 28, 2025		December 28, 2024
Credit Facility term loan	$	717	$	484

Credit Facility notes payable	23		48
Other notes payable	3		3
Total borrowings	$	743	$	535

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In September of 2023, the Company entered into a Credit Agreement, consisting of a $500 million term loan (the "Term Loan"), a $250 million delayed draw term loan ("Delayed Term Loans"), and a $350 million equivalent multicurrency revolving credit facility (collectively, the “Credit Facility”). During the first and second quarters of 2025, the Company incurred an additional $245 million of borrowings related to the Delayed Term Loans, which will amortize in initial quarterly installments of 1.25% of the principal balance beginning in September 2025, with step-up amounts beginning in March of 2027, through the maturity date in September 2028. Additionally, for the year-to-date period ended June 28, 2025, the Company made $12 million in payments on the term loan as required under the Credit Facility. Total remaining borrowings available under the Credit Facility as of June 28, 2025 was $332 million.

Note 8 Income taxes

The Company's consolidated effective tax rate for the quarter and year-to-date period ended June 28, 2025 was 25.4% and 22.7%, respectively. The consolidated effective tax rate for the quarter and year-to-date period ended June 29, 2024 was 26.8% and 26.4%, respectively. The Company's income tax expense is impacted by the level and mix of earnings among tax jurisdictions. The rate differed from the U.S. statutory rate primarily due to the impact of US state taxes and the impact of deductible stock compensation.

On July 4, 2025, Public Law No. 119-21, referred to as the One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA modified and extended certain provisions of the 2017 Tax Cuts and Jobs Act. OBBBA has varying effective dates and only certain provisions will impact the consolidated financial statements as of December 31, 2025. At this time, the Company is currently evaluating the impact of the OBBBA.

Note 9 Derivative instruments

The Company is exposed to certain market risks such as changes in interest rates, foreign currency exchange rates, and commodity price fluctuations, which exist as a part of its ongoing business operations. Management uses derivative and nonderivative financial and commodity instruments to manage these risks. Instruments used as hedges must be effective at reducing the risk associated with the exposure being hedged. As a matter of policy, the Company does not engage in trading or speculative hedging transactions.

Derivative instruments are classified on the Unaudited Consolidated Balance Sheet based on the contractual maturity of the instrument or the timing of the underlying cash flows of the instrument for derivatives with contractual maturities beyond one year. Any collateral associated with derivative instruments is classified as Other assets or Other current liabilities on the Unaudited Consolidated Balance Sheet depending on whether the counterparty collateral is in an asset or liability position. Margin deposits related to exchange-traded commodities are recorded in accounts receivable, net on the Unaudited Consolidated Balance Sheet. On the Unaudited Consolidated Statement of Cash Flows, cash flows associated with derivative instruments are classified according to the nature of the underlying hedged item.

Total notional amounts of the Company’s derivative instruments as of June 28, 2025 and December 28, 2024 were as follows:


(millions)	June 28, 2025		December 28, 2024
Foreign currency exchange contracts	$	323	$	284
Commodity contracts	106		14
Interest rate contracts	425		250
Total	$	854	$	548

Following is a description of each category in the fair value hierarchy and the financial assets and liabilities of the Company that were included in each category at June 28, 2025 and December 28, 2024, measured on a recurring basis.

Level 1 – Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market. For the Company, level 1 financial assets and liabilities consist primarily of exchange-traded commodity derivative contracts.

Level 2 – Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. For

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the Company, level 2 financial assets and liabilities consist of interest rate swaps and over-the-counter commodity and currency contracts.

The Company's calculation of the fair value of the interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and interest rate curve. Over-the-counter commodity derivatives are valued using an income approach based on the commodity index prices less the contract rate multiplied by the notional amount. Foreign currency contracts are valued using an income approach based on forward rates less the contract rate multiplied by the notional amount. The Company’s calculation of the fair value of level 2 financial assets and liabilities takes into consideration the risk of nonperformance, including counterparty credit risk.

The following table presents assets and liabilities that were measured at fair value in the Unaudited Consolidated Balance Sheet on a recurring basis as of June 28, 2025 and December 28, 2024:

Derivatives designated as hedging instruments


	June 28, 2025						December 28, 2024
(millions)	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:



Interest rate contracts:
Other current assets	$	—	$	1	$	1	$	—	$	2	$	2
Other assets	—		—		—		—		3		3
Total assets	$	—	$	1	$	1	$	—	$	5	$	5
Liabilities:
Interest rate contracts:
Other liabilities	—		2		2		—		—		—
Total liabilities	$	—	$	2	$	2	$	—	$	—	$	—

Derivatives not designated as hedging instruments


	June 28, 2025						December 28, 2024
(millions)	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Foreign currency exchange contracts:
Other current assets	$	—	$	4	$	4	$	—	$	4	$	4
Other assets	—		1		1		—		1		1





Total assets	$	—	$	5	$	5	$	—	$	5	$	5
Liabilities:
Foreign currency exchange contracts:
Other current liabilities	$	—	$	3	$	3	$	—	$	3	$	3
Other liabilities	—		1		1		—		—		—






Total liabilities	$	—	$	4	$	4	$	—	$	3	$	3

Derivatives designated as hedging instruments

The effect of derivative instruments on the Company's Unaudited Consolidated Statement of Income and Unaudited Consolidated Statement of Comprehensive Income for the quarters ended June 28, 2025 and June 29, 2024 was as follows:


	Gain (loss) recognized in AOCI				Gain (loss) reclassified from AOCI into income				Location of gain (loss) reclassified from AOCI into income
(millions)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024

Interest rate contracts	$	(2)	$	—	$	—	$	—	Interest expense

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The effect of derivative instruments on the Company's Unaudited Consolidated Statement of Income and Unaudited Consolidated Statement of Comprehensive Income for the year-to-date periods ended June 28, 2025 and June 29, 2024 was as follows:


	Gain (loss) recognized in AOCI				Gain (loss) reclassified from AOCI into income				Location of gain (loss) reclassified from AOCI into income
(millions)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024

Interest rate contracts	$	(6)	$	—	$	1	$	—	Interest expense

During the next 12 months, the Company expects approximately $1 million of net deferred gains reported in accumulated other comprehensive income (AOCI) at June 28, 2025, to be reclassified to interest expense.

Derivatives not designated as hedging instruments

The effect of derivative instruments on the Company's Unaudited Consolidated Statement of Income for the quarters ended June 28, 2025 and June 29, 2024 was as follows:


	Gain (loss) recognized in cost of goods sold				Gain (loss) recognized in other income (expense), net
(millions)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Commodity contracts	$	(1)	$	(1)	$	—	$	—
Foreign currency derivatives	$	1	$	(2)	$	(2)	$	—

The effect of derivative instruments on the Company's Unaudited Consolidated Statement of Income for the year-to-date periods ended June 28, 2025 and June 29, 2024 was as follows:


	Gain (loss) recognized in cost of goods sold				Gain (loss) recognized in other income (expense), net
(millions)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Commodity contracts	$	—	$	(1)	$	—	$	—
Foreign currency derivatives	$	1	$	(2)	$	(1)	$	—

Counterparty credit risk concentration and collateral requirements

The Company could incur losses in the event of nonperformance by counterparties to over-the-counter ("OTC") financial and commodity derivatives contracts. Management believes risk of loss with respect to derivative contracts is limited due to the use of master netting agreements with credit-ratings based collateralization requirements for OTC derivatives and the use of exchange-traded commodity contracts. As of June 28, 2025, the Company was not in a material net asset position with any OTC derivatives counterparties.

Note 10 Reportable segments

The Company manages its operations through one operating and reportable segment, engaged in the manufacturing, marketing and sales of cereal products in North America. Our products include various brands of cereal which are marketed under the Kellogg’s, Kashi and Bear Naked trade names.

Consistent with our operational structure, our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer, who makes resource allocation and business decisions on a consolidated basis. Our CODM uses consolidated single-segment net income, which is reported on the Unaudited Consolidated Statement of Income, to evaluate financial performance, allocate resources, set incentive compensation targets, as well as forecasting future period financial results. Significant segment expenses are consistent with those included within the Unaudited Consolidated Statement of Income. The measure of segment assets is reported on the Unaudited Consolidated Balance Sheet as total consolidated assets.

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Supplemental geographic information is provided below for net sales to external customers and long-lived assets:


	Quarter ended				Year-to-date period ended
(millions)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net sales
United States	$	529	$	589	$	1,114	$	1,212
Canada	75		75		145		150
Other	9		8		17		17
Consolidated	$	613	$	672	$	1,276	$	1,379



(millions)	June 28, 2025		December 28, 2024
Long-lived assets
United States	$	623	$	624
Canada	166		129
Other	35		33
Consolidated	$	824	$	786

Note 11 Supplemental financial statement data

Unaudited Consolidated Balance Sheet


(millions)	June 28, 2025		December 28, 2024
Trade receivables	$	167	$	169
Allowance for expected credit losses	(1)		(1)

Other receivables	34		31
Accounts receivable, net	$	200	$	199
Raw materials	$	49	$	49
Manufacturing supplies	53		53
Materials in process	16		22
Finished goods	275		243
Inventories	$	393	$	367
Property, cost	$	2,850	$	2,754
Accumulated depreciation	(2,026)		(1,968)
Property, net	$	824	$	786









Obligations under Transition Services Agreement	1		8

Operating lease obligations	22		18
Income taxes payable	—		17
Other	54		54
Other current liabilities	$	77	$	97

Note 12 Contingencies

The Company is subject to various legal proceedings, claims, and governmental inspections or investigations in the ordinary course of business covering matters such as general commercial, governmental regulations, antitrust and trade regulations, product liability, environmental, intellectual property, workers’ compensation, employment and other actions. These matters are subject to uncertainty and the outcome is not predictable with assurance. The Company uses a combination of insurance and self-insurance for a number of risks, including workers’ compensation, general liability, automobile liability and product liability.

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The Company has established accruals for certain matters where losses are deemed probable and reasonably estimable. There are other claims and legal proceedings pending against the Company for which accruals have not been established. It is reasonably possible that some of these matters could result in an unfavorable judgment against the Company and could require payment of claims in amounts that cannot be estimated at June 28, 2025. Based upon current information, management does not expect any of the claims or legal proceedings pending against the Company to have a material impact on the Company’s consolidated financial statements.

Note 13 Subsequent events

Proposed Merger

On July 10, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ferrero International S.A., a Luxembourg public limited company ("Parent") and Frosty Merger Sub, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned indirect subsidiary of Ferrero. (the "Merger").

Under the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) each share of the Company’s common stock that is issued and outstanding prior to the Effective Time (other than any shares of common stock that are held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries thereof, or any shares of common stock as to which appraisal rights have been properly exercised in accordance with Delaware law) will be automatically cancelled, extinguished and converted into the right to receive $23.00 per share in cash without interest thereon and (ii) each share of common stock that is held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries thereof, in each case, as of the Effective Time, will be automatically cancelled and extinguished without any conversion thereof or consideration paid therefor.

The closing of the Merger is conditioned on certain conditions, including the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of the Company’s common stock at a meeting of Company shareowners, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act, receipt of certain other regulatory approvals and clearances by government authorities, the receipt of certain tax-related opinions and waivers and other customary closing conditions for a transaction of this type.

The Merger Agreement contains certain customary termination rights for the Company and Parent, including (i) if the Merger is not consummated by 11:59 p.m., New York City time on January 10, 2026 (subject to an automatic extension until July 10, 2026, under certain circumstances for the purpose of obtaining certain regulatory approvals, in either case, the “Termination Date”) or (ii) if the requisite shareowner approval is not obtained. In addition, (x) subject to compliance with certain terms of the Merger Agreement, the Merger Agreement may be terminated by the Company (prior to obtaining the requisite shareowner approval) in order to enter into a definitive agreement providing for a Superior Proposal (as defined in the Merger Agreement) and (y) subject to compliance with certain terms of the Merger Agreement, the Merger Agreement may be terminated by Parent (prior to obtaining the requisite shareowner approval) if the Company’s board of directors (the “Board”) changes its recommendation to the Company’s shareowners to vote to adopt the Merger Agreement.

Additionally, the Merger Agreement provides that the Company will be required to pay Parent a termination fee in an amount equal to $73,543,400, (i) if the Merger Agreement is terminated due to the Company accepting a Superior Proposal, (ii) if the Merger Agreement is terminated due to the Board changing its recommendation to the Company’s shareowners to vote to adopt the Merger Agreement or (iii) if the Merger Agreement is terminated (A) (x) due to a failure to obtain the requisite shareowner approval at a meeting of Company’s shareowners, (y) due to an uncured breach of the Company’s representations, warranties and covenants set forth in the Merger Agreement and the requisite shareowner approval has not been obtained at the time of such termination or (z) at the Termination Date and the requisite shareowner approval has not been obtained at the time of such termination, (B) prior to the termination, a third party shall have publicly announced or provided to the Board an Acquisition Proposal (as defined in the Merger Agreement), which Acquisition Proposal has not been withdrawn within five business day of the meeting of the Company's shareowners or the termination of the Merger Agreement, as the case may be, and (C) within 12 months of such termination of the Merger Agreement, the Company enters into a definitive agreement for any alternate acquisition transaction or such transaction is consummated.

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Parent will be required to pay the Company a termination fee in an amount equal to $105,062,000, (i) if the Merger Agreement is terminated due to the Merger not being consummated by the Termination Date and, if at the Termination Date, any regulatory condition to closing is not satisfied due to a legal prohibition with respect to the Merger arising under antitrust laws but all other conditions to the closing of the Merger have been satisfied or (ii) if the Merger Agreement is terminated as a result of a final and non-appealable legal prohibition with respect to the Merger arising under antitrust laws.

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WK KELLOGG CO

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand the Company, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our Unaudited Consolidated Financial Statements and the accompanying notes thereto contained in Part I, Item 1 of this Quarterly Report on Form 10-Q ("Quarterly Report").

Restatement of Previously Issued Financial Statements

As reported in Amendment No. 1 to our Form 10-K for the year ended December 28, 2024, filed on August 7, 2025, the Company has restated its unaudited consolidated financial statements for the quarter and year-to-date period ended June 29, 2024. As a result, the financial information for the quarter and year-to-date period ended June 29, 2024 included within this MD&A reflects the previously reported restatement. See the sections entitled “Restatement of Previously Issued Consolidated Financial Statements” in Note 1 “Description of the Company and Basis of Presentation” and Note 11 “Supplemental Financial Data” to the Unaudited Consolidated Financial Statements contained in Part I, Item 1. Financial Statements of this Form 10-Q for further detail.

Business Overview

WK Kellogg Co is an iconic North American cereal company with a differentiated portfolio of brands that have delighted our consumers for over a century. As a leading manufacturer, marketer and distributor of branded ready-to-eat cereal, we endeavor to provide consumers with high-quality products while promoting consumer health and well-being. Our products are manufactured by us in the United States, Mexico, and Canada and marketed in the United States, Canada, and the Caribbean.

We believe our business' long-standing success is attributable to the strength of our brands, our category expertise, and over a century of institutional knowledge, all of which has created a diverse portfolio of cereals that are intended to enhance the lives of our consumers. Our product offerings are well diversified across the cereal sub-categories of taste, wellness and balance, with strong consumer appeal across the spectrum of ages and demographics. Iconic brands used in our business include Frosted Flakes, Special K, Froot Loops, Raisin Bran, Frosted Mini-Wheats, Rice Krispies, Kashi, Corn Flakes and Apple Jacks, among many others.

Our products are manufactured through our production platform consisting of six primary facilities and are sold through a variety of channels such as grocery stores, mass merchandisers, club stores, and drugstores.

Our MD&A references consumption and net sales in discussing our sales trends for certain brands. We record net sales upon delivery of shipments to our customers. Consumption refers to consumer purchases of our products from our customers.

Proposed merger

On July 10, 2025, the Company entered into the Merger Agreement, pursuant to which (and subject to the terms and conditions set forth in the Merger Agreement) Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation. Each share of common stock of the Company that is issued and outstanding as of immediately prior to the Effective Time (other than any shares that are held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries thereof, or any shares as to which appraisal rights have been properly exercised in accordance with Delaware law) will be automatically cancelled, extinguished and converted into the right to receive $23.00 per share in cash without interest thereon.

The closing of the Merger is subject to approval by the Company's shareowners, regulatory approvals and clearances and other customary closing conditions. Currently, the Company expects the Merger to close in the second half of 2025; however, the exact timing of the completion of the Merger, cannot be predicted with any certainty.

For further discussion about the Merger, see Note 10 Subsequent Events to the Notes to our Unaudited Consolidated Financial Statements included elsewhere in this Quarterly Report and our Current Report on Form 8-K filed with the SEC on July 10, 2025. See the section entitled, “Risk Factors,” included under Part II, Item 1A of this Quarterly Report for more information regarding risks associated with the Merger.

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Separation from Kellanova

On October 2, 2023, Kellanova (formerly known as Kellogg Company) completed the spin-off (the "Spin-Off") of its North American cereal business through the distribution of all of the shares of WK Kellogg Co (the "Company") common stock to Kellanova’s share owners. In connection with the Spin-Off, the Company entered into several agreements with Kellanova that govern the relationship of the parties following the Spin-Off and allocate between the Company and Kellanova various assets, liabilities, and obligations, including, among other things, employee benefits, intellectual property, and tax related assets and liabilities. The agreements included a Separation and Distribution Agreement, Employee Matters Agreement, Supply Agreement, Master Ownership and License Agreements regarding Patents, Trademarks and Certain Related Intellectual Property, Tax Matters Agreement and Transition Services Agreement.

Key Factors Affecting Our Business

We believe key industry and economic factors that are currently impacting our business, and which in the near term are expected to continue to impact our business, include the following:

Trade relations. The global trade environment remains uncertain and rapidly evolving. During 2025, the U.S. government issued executive orders directing the imposition of new or increased tariffs on imports from Canada, Mexico and China. The U.S. could elect to further raise the tariffs should any country choose to retaliate. Currently, most of our cross-border transactions are exempt from tariffs under the suspension provided by the administration for goods eligible for duty-free trade under the United States-Mexico-Canada Agreement (“USMCA”), however, there can be no assurance that this suspension will remain in place indefinitely. Given our global supply chain operations, we are closely monitoring these actions as there remains the possibility that, at any time and with little or no prior notice, the current tariffs may be expanded, exceptions to the current tariffs could change, or new or additional retaliatory measures are taken by other countries in response to the U.S. tariffs, which could cause an increase our cost of goods sold and/or cause us to take cost-mitigation measures, including shifts in our sourcing and pricing strategies. Tariff-related costs incurred through the first half of 2025 were immaterial to the Unaudited Consolidated Statement of Income.

Macroeconomic conditions. In recent years, geopolitical instability, including wars and conflicts, as well as impacts from other global events, resulted in certain negative impacts to the global economy, including market disruptions, monetary and fiscal policy uncertainty, supply chain challenges, high interest rates and inflationary pressures. Throughout that period, we were able to mostly offset the dollar impact of this input-cost inflation through the execution of productivity initiatives and the implementation of revenue growth management actions to realize price. Additionally, from time to time, we utilize a combination of fixed price contracts with suppliers and commodity derivative instruments to manage the impact of volatility in the price of raw materials.

Actual and anticipated shifts in U.S and foreign trade, including the imposition (or threatened imposition) of new or expanded tariffs, as discussed above, combined with other fiscal policy actions taken (or under consideration) by the U.S. presidential administration, have increased macroeconomic uncertainty, including the risk of recession, and more recently have caused significant volatility in the capital markets.

The conflict in the Middle East, along with the war in Ukraine and the related sanctions, have also contributed to global economic and geopolitical uncertainty. The Company is a North American-focused company with no direct exposure to Russia, Ukraine or the Middle East. However, sanctions imposed by the United States on Russian oil and gas imports, as well as disruption to Ukraine’s wheat and other agricultural supply due to the ongoing military conflict, could cause further inflation of our commodity costs. More recently, actual and potential shifts in U.S. and foreign trade, economic and other policies, including the imposition (or threatened imposition) of tariffs, as discussed above, may lead to additional macroeconomic uncertainty.

Regulatory. Our facilities and products are subject to laws and regulations administered by the United States Food and Drug Administration (“FDA”). On April 22, 2025, the FDA announced its plan to establish a national standard and timeline for the food industry to eliminate food, drug and cosmetic colors ("FD&C colors") from manufactured food products and to accelerate authorization of new natural color additives. We currently utilize FD&C colors in certain products, in compliance with existing FDA laws and regulations. The Company is currently assessing the operational and financial impact of the FDA’s announcement, and to date, the FDA has not provided a timeline over which this phase out would take place. The elimination of FD&C colors from our products would likely increase our costs to manufacture and result in additional capital expenditures, including new equipment and costs to reconfigure our facilities and manufacturing processes to accommodate ingredients which may have different storage and other processing requirements. We have previously committed to reformulating our cereals served in K-12 schools to exclude FD&C colors by the 2026-2027 school year and updated our innovation program to exclude FD&C colors

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from any new products beginning in January of 2026, and we remain committed to removing FD&C colors from the foods we manufacture today by the end of 2027.

Highly competitive environment. Our business is concentrated primarily in a single product category that faces intense competition. The principal aspects of our business where we experience competition include brand recognition, taste, nutritional value, price, promotion, innovation, shelf space and customer service. We have competition from both branded and private label product offerings. Our ability to successfully compete in the marketplace is dependent on our strategic execution on the items above. Throughout 2025 we have experienced a challenging operating environment and we continue to proactively manage our business to address these challenges.

Challenging retail environment. Our business is largely concentrated in the traditional retail grocery trade with a significant percentage of our sales coming from a small group of large U.S. retail customers. The U.S. retail environment continues to face further consolidation. We must leverage our marketing expertise, product innovation and category leadership position to respond to our customers and provide high service levels.

These factors contribute to a market environment of intense competition, constant product innovation and continuing cost pressure that creates a challenging commercial and economic environment. We continually evaluate these factors as we develop and execute our strategies.

Non-GAAP Financial Measures

The non-GAAP financial measures in this Quarterly Report are supplemental measures of our performance. These non-GAAP financial measures that we provide to management and investors exclude certain items that we do not consider part of on-going operations. Our management team utilizes a combination of GAAP and non-GAAP financial measures to evaluate business results, to make decisions regarding the future direction of our business, and for resource allocation decisions, including incentive compensation. As a result, we believe the presentation of both GAAP and non-GAAP financial measures provides investors with increased transparency into financial measures used by our management team and improves investors’ understanding of our underlying operating performance which is useful in the analysis of ongoing operating trends. All historical non-GAAP financial measures have been reconciled from the most directly comparable GAAP financial measures.

As non-GAAP financial measures are not standardized, they may not be comparable to financial measures used by other companies or to non-GAAP financial measures having the same or similar names. In order to compensate for such limitations of non-GAAP measures, readers should review the reconciliations and should not consider these measures in isolation from, or as alternatives to, the comparable financial measures determined in accordance with GAAP.

•Organic net sales: We adjust the GAAP net sales to exclude the impact of currency, acquisitions, divestitures and 53rd week transactions. The Company calculates the impact of currency on net sales by holding exchange rates constant at the previous year's exchange rate. We exclude the items which we believe may obscure trends in our underlying net sale performance. Management uses this non-GAAP measure to evaluate the effectiveness of the initiatives behind net sales growth, pricing realization, and the impact of mix on our business results.

•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA"): We adjust GAAP net income (loss) for: interest expense, income tax expense (benefit), depreciation and amortization expense, mark-to-market impacts from commodity and foreign currency contracts, other income (expense), net, separation costs related to the Spin-Off and business portfolio realignment and restructuring costs. Management believes that this provides a measure of operating profitability that assists in understanding baseline and historical information.

•Adjusted gross profit and adjusted gross margin: We adjust GAAP gross profit and gross margin to exclude the effect of business portfolio realignment and restructuring costs, separation costs related to the Spin-Off and mark-to-market impacts from commodity and foreign currency contracts. By providing these non-GAAP profitability measures, management believes that investors are provided with a meaningful, consistent comparison of the Company's profitability measures for the periods presented. Management uses these non-GAAP financial measures to evaluate the effectiveness of initiatives intended to improve profitability, as well as to evaluate the impacts of inflationary pressures and decisions to invest in new initiatives.

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Significant items impacting comparability

Mark-to-market on foreign exchange, commodity hedges and pension

The Company recognizes mark-to-market adjustments for pension and postretirement benefit plans, commodity contracts and certain foreign currency contracts as incurred. Actuarial gains/losses for pension plans are recognized in the year they occur. Changes between contract and market prices for commodity contracts and certain foreign currency contracts result in gains/losses that are recognized in the quarter they occur. The Company recorded a pre-tax mark-to-market gain of $1 million for the quarter and year-to-date period ended June 28, 2025. The Company recorded a pre-tax mark-to-market loss of $2 million for the quarter and year-to-date period ended June 29, 2024.

Separation costs

The Company incurred pre-tax charges related to the Spin-Off, primarily related to transition costs associated with the Transition Services Agreement of $8 million and $23 million for the quarter and year-to-date period ended June 28, 2025. The Company incurred pre-tax charges related to the Spin-Off, primarily related to transition and spin-related employee costs under the Transition Services Agreement of $8 million and $16 million for the quarter and year-to-date period ended June 29, 2024.

Business portfolio realignment and restructuring costs

The Company incurred restructuring and non-restructuring costs related to a reconfiguration of its supply chain network designed to drive increased productivity, resulting in pre-tax charges of $18 million and $34 million for the quarter and year-to-date period ended June 28, 2025. The Company incurred pre-tax non-restructuring costs related to a reconfiguration of its supply chain network designed to drive increased productivity of $2 million and $3 million quarter and year-to-date period ended June 29, 2024.

Other (income) expense, net

The Company excludes the impact of all non-operating items from its Adjusted EBITDA calculation, which primarily includes pension-related (income) expense, net and financing fees. As a result, other income of $7 million and $12 million was excluded for the quarter and year-to-date period ended June 28, 2025. Other income of $4 million and $10 million was excluded for the quarter and year-to-date period ended June 29, 2024

Foreign currency translation

We evaluate our net sales on a currency-neutral basis. We determine currency-neutral net sales results by dividing or multiplying, as appropriate, the current-period local currency net sales results by the currency exchange rates used to translate our financial statements in the comparable prior-year period to determine what the current period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.

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Net Income

The following tables provide an analysis of net income performance for the quarters and year-to-date periods ended June 28, 2025 and June 29, 2024:


	Quarter ended				Year-to-date period ended
(millions)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
			(As Restated)				(As Restated)
Reported net income (loss)	$	8	$	37	$	29	$	71
Interest expense	6		8		9		16
Income tax expense (benefit)	3		13		8		25
Depreciation and amortization expense	22		19		44		39

EBITDA	$	39	$	76	$	91	$	150
(Gain) loss on mark-to-market foreign exchange and commodity hedges	(1)		2		(1)		2
Other income, net	(7)		(4)		(12)		(10)
Separation costs	8		8		23		16
Business portfolio realignment and restructuring costs	18		2		34		3
Adjusted EBITDA	$	57	$	83	$	134	$	161

Note: Tables may not foot due to rounding.

Business portfolio realignment and restructuring costs include approximately $14 million and $28 million of restructuring costs for the quarter and year-to-date period ending June 28, 2025, respectively.

Reported net income (loss) for the quarter ended June 28, 2025 decreased approximately 78% compared to the prior year quarter as a result of a variety of factors, including a decline in net sales, unplanned downtime within our supply chain operations and incremental restructuring costs of $14 million, offset by corresponding tax impacts. After excluding the impacts of income tax expense, interest expense and depreciation, EBITDA decreased 49% compared to the prior year quarter. Adjusted EBITDA, which excludes the impacts of mark-to-market, other (income) expense, business portfolio realignment and restructuring costs and separation costs, decreased 31% compared to the prior year quarter.

Reported net income for the year-to-date period ended June 28, 2025 decreased approximately 59% compared to the prior year quarter as a result of a variety of factors, including a decline in net sales, unplanned downtime within our supply chain operations and incremental restructuring costs of $28 million, offset by corresponding net tax impacts. After excluding the impacts of income tax expense, interest expense and depreciation, EBITDA decreased 39% compared to the prior year quarter. Adjusted EBITDA, which excludes the impacts of mark-to-market, other (income) expense, business portfolio realignment and restructuring costs and separation costs, decreased 18% compared to the prior year-to-date period.

Margin performance

Our gross profit and gross profit margin performance for the quarters ended June 28, 2025 and June 29, 2024 are as follows:


	June 28, 2025				June 29, 2024				GM change vs. prior year (pts.)
Quarter ended					(As Restated)
(millions)	Gross Profit (a)		Gross Margin (b)		Gross Profit (a)		Gross Margin (b)
Reported	$	166	27.2	%	$	202	30.1	%	(2.9)
(Gain) loss on mark-to-market foreign exchange and commodity hedges	(1)		(0.1)	%	2		0.3	%	(0.4)
Separation costs	1		0.2	%	4		0.5	%	(0.3)

Business portfolio realignment and restructuring costs	4		0.7	%	1		0.1	%	0.6

Adjusted	$	171	28.0	%	$	208	31.0	%	(3.0)

Note: Tables may not foot due to rounding.

(a) Gross profit is equal to net sales less cost of goods sold.

(b) Gross profit as a percentage of net sales.

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Reported gross margin for the quarter decreased 290 basis points compared to prior year-quarter, driven by a decline in net sales and unplanned downtime within our supply chain operations. Adjusted gross margin, which excludes mark-to-market impacts on commodities and foreign exchange hedges, business portfolio realignment and restructuring costs and separation costs decreased 300 basis points versus prior year quarter.

Our gross profit and gross profit margin performance for the year-to-date periods ended June 28, 2025 and June 29, 2024 were as follows:


	June 28, 2025				June 29, 2024				GM change vs. prior year (pts.)
Year-to-date period ended					(As Restated)
(millions)	Gross Profit (a)		Gross Margin (b)		Gross Profit (a)		Gross Margin (b)
Reported	$	360	28.2	%	$	408	29.6	%	(1.4)
(Gain) loss on mark-to-market foreign exchange and commodity hedges	(1)		(0.1)	%	2		0.1	%	(0.2)
Separation costs	6		0.5	%	6		0.4	%	0.1

Business, portfolio realignment and restructuring costs	7		0.5	%	2		0.2	%	0.3

Adjusted	$	371	29.1	%	$	417	30.3	%	(1.2)

Note: Tables may not foot due to rounding.

(a) Gross profit is equal to net sales less cost of goods sold.

(b) Gross profit as a percentage of net sales.

Reported gross margin for the year-to-date period decreased 140 basis points versus the prior year driven by a decline in net sales and unplanned downtime within our supply chain operations. Adjusted gross margin decreased 120 basis points versus the prior year-to-date period, which excludes mark-to-market impacts on commodities and foreign exchange hedges, business, portfolio realignment and restructuring costs and separation costs.

Net sales


	Quarter ended					Year-to-date period ended
(millions)	June 28, 2025			June 29, 2024		June 28, 2025			June 29, 2024
Reported net sales	$	613		$	672	$	1,276		$	1,379




Foreign currency impact	—					5






Organic net sales	$	613		$	672	$	1,280		$	1,379
















% change - 2025 vs. 2024:
Reported net sales growth	(8.8)		%			(7.5)		%




Foreign currency impact	—		%			(0.4)		%





Organic growth	(8.8)		%			(7.1)		%
Volume (tonnage)	(8.1)		%			(8.3)		%
Pricing/mix	(0.7)		%			1.2		%

Note: Tables may not foot due to rounding.

Reported net sales for the quarter ended June 28, 2025 decreased approximately 8.8% compared to the prior year quarter. Volume declined approximately 8.1% compared to the prior year quarter, and price/mix decreased 0.7% reflecting price elasticity.

Reported net sales for the year-to-date period ended June 28, 2025 decreased approximately 7.5% compared to the prior year quarter. After excluding the impact of foreign currency, organic net sales decreased approximately 7.1%. Volume declined approximately 8.3% compared to the prior year quarter, reflecting price elasticity. This decline in volume was partially offset by revenue growth management initiatives, resulting in favorable price/mix of 1.2%.

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Selling, general and administrative expense


	Quarter ended					Year-to-date period ended
(millions)	June 28, 2025			June 29, 2024		June 28, 2025			June 29, 2024
Selling, general & administrative expense	$	143		$	149	$	298		$	306




























% change - 2025 vs. 2024:
Selling, general & administrative expense increase (decrease)	(4.0)		%			(2.6)		%

Selling, general and administrative expense for the quarter ended June 28, 2025 was $143 million compared to $149 million during the quarter ended June 29, 2024, driven by a decrease in advertising and promotional expense of $5 million due to timing of promotional campaigns. Selling, general and administrative expense for the quarters ended June 28, 2025 and June 29, 2024 was 23% and 22% of net sales, respectively.

Selling, general and administrative expense for the year-to-date period ended June 28, 2025 was $298 million compared to $306 million during the year-to-date period ended June 29, 2024, driven by a decrease in advertising and promotion expense of $10 million due to timing of promotional expenses, offset by incremental separation costs of $7 million as the Company incurred additional expenses to stand-up a dedicated IT infrastructure post Spin-Off. Selling, general and administrative expense for the year-to-date periods ended June 28, 2025 and June 29, 2024 was 23% and 22% of net sales, respectively.

Other income, net

Other income, net consists primarily of pension and postretirement benefit plan related mark-to-market, interest cost, expected return on plan assets, and company financial fees. For the quarter ended June 28, 2025 and June 29, 2024, other income, net was $7 million and $4 million, respectively, driven by a decrease in financial fees and transactional foreign currency losses. For the year-to-date periods ended June 28, 2025 and June 29, 2024, other income, net was $12 million and $10 million, respectively, driven by a decrease in financial fees and transactional foreign currency losses, slightly mitigated by a lower estimated return on pension and postretirement assets.

Income taxes

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Restructuring

For the quarter and year-to-date period ended June 28, 2025, the Company recorded total restructuring charges of $14 million and $28 million, respectively, which are recorded as Restructuring costs on the Unaudited Consolidated Statement of Income. These charges consisted of asset related costs which include accelerated depreciation and asset write-off and impairment charges, employee severance and other termination benefits, pension curtailment loss, and legal and consulting fees. The Company did not have any restructuring projects during the quarter or year-to-date period ended June 29, 2024.

Liquidity and capital resources

In September of 2023, the Company entered into a Credit Agreement, consisting of a $500 million term loan (the "Term Loan"), a $250 million delayed draw term loan, and a $350 million equivalent multicurrency revolving credit facility (collectively, the “Credit Facility”). During the quarter ended March 29, 2025, the Company borrowed an additional $50 million pursuant to the delayed draw term loan available under the Credit Facility. During the quarter-ended June 28, 2025, the Company borrowed an additional $195 million in delayed draw term loans. These borrowings will amortize in equal quarterly installments of 1.25% beginning in September 2025 through the maturity date in September 2028. As of June 28, 2025, outstanding borrowings under the Credit Facility, net of debt issuance costs, were $740 million, of which $59 million was recognized as a current liability. As of June 28, 2025, there was an additional $332 million of borrowing capacity under the Credit Facility.

Our ability to fund our operating needs will depend on our future ability to continue to generate positive cash flow from operations and on our ability to obtain debt financing on acceptable terms. Management believes that our cash balances and funds provided by operating activities, along with borrowing capacity under the Credit Facility and access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of our current and long-term obligations when due, including third-party debt that was incurred in connection with the Spin-Off, (ii) adequate liquidity to fund capital expenditures primarily utilized in manufacturing our products, and (iii) flexibility to meet investment opportunities that may arise. However, our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including (1) our credit ratings, including the lowering of any of our credit ratings, or absence of a credit rating, (2) the liquidity of the overall capital markets and (3) the future state of the U.S. and global economy, including as a result of U.S. and foreign trade relations and fiscal policy uncertainty and, accordingly, there can be no assurances that we will be able to obtain additional debt or equity financing on acceptable terms in the future, or at all.

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We believe our operating cash flow, together with borrowings capacity under our Credit Facility, will be adequate to meet our operating, investing and financing needs in the foreseeable future, and at a minimum for the next 12 months. We plan to utilize such flexibility to drive an investment philosophy that balances capital investments in areas such as supply chain optimization, cost-saving projects and new capabilities, with the ability to further increase shareowner value through a combination of debt reduction, return of capital to our shareowners in the form of dividends as well as potential acquisitions. In the near term we may increase our indebtedness to fund important capital projects. Thereafter, however, we anticipate being able to reduce indebtedness as a way to increase our financial flexibility and enhance shareowner value.

The following table sets forth a summary of our cash flows:


	Year-to-date period ended
(millions)	June 28, 2025		June 29, 2024
			(As Restated)
Net cash provided by (used in):
Operating activities	16		$	37
Investing activities	(124)		(47)
Financing activities	181		(30)
Effect of exchange rates on cash and cash equivalents	—		(2)
Net increase (decrease) in cash and cash equivalents	$	73	$	(42)

Operating activities

Net cash flow provided by operating activities for the quarter ended June 28, 2025, decreased to $16 million, compared to $37 million in the prior year quarter. The change was primarily driven by a reduction in net income and changes in accounts receivable balances as a result of decreased utilization of our Monetization Program.

Investing activities

Net cash used in investing activities was $124 million for the quarter ended June 28, 2025 compared to $47 million in the prior year quarter due to incremental capital spending related to our supply chain optimization restructuring project.

Financing activities

Net cash provided by financing activities for the quarter ended June 28, 2025 was $181 million compared to net cash used in financing activities of $30 million for the quarter ended June 29, 2024. The increase was primarily driven by additional borrowings under the Credit Facility.

In May of 2025 the Board of Directors of the Company declared a dividend of $0.165 per share of common stock, payable on September 12, 2025 to shareowners of record as of the close of business on August 29, 2025.

Monetization and Supplier Finance Programs

The Company maintains a monetization agreement with an unaffiliated financial institution specifically designed to factor trade receivables with certain customers that have extended terms. Under this monetization arrangement, from time to time, the Company sells these customers’ trade receivables at a discount on a non-recourse basis. A portion of the cash proceeds is subject to certain restrictions. Transfers under these agreements are accounted for as sales of receivables resulting in the receivables being de-recognized in the Unaudited Consolidated Balance Sheet. The monetization program provides for the continuing sale of certain receivables on a revolving basis until the arrangement is terminated by either party; however, the maximum receivables that may be sold at any time is approximately $350 million. Prior to the Spin-Off, the Company participated in Kellanova's monetization program, which was structured similarly but resulted in a higher level of receivables allowed to be sold when compared to the current program in place.

The Company has no retained interest in the receivables sold; however, the Company does have collection and administrative responsibilities for the sold receivables. The Company has not recorded any servicing assets or liabilities as of June 28, 2025 and December 28, 2024 for these agreements as the fair value of these servicing arrangements as well as the fees earned were not material to the financial statements. Accounts receivable sold of $300 million and $307 million remained outstanding under these arrangements as of June 28, 2025 and December 28, 2024, respectively. The proceeds from these sales of receivables are included in Net cash provided by (used in) operating activities in the Unaudited Consolidated Statements of Cash Flows. The recorded net loss on

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sale of receivables was $4 million and $8 million for the quarter and year-to-date period ended June 28, 2025, respectively, and $5 million and $9 million for the quarter and year-to-date period ended June 29, 2024, respectively. The recorded loss is included in Other income (expense), net, on the Unaudited Consolidated Statements of Income.

The Company also has agreements with third parties to provide accounts payable tracking systems which facilitate participating suppliers’ ability to monitor and, if elected, sell payment obligations from the Company to designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to sell one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s goal is to capture overall supplier savings, in the form of payment terms or vendor funding, and the agreements facilitate the suppliers’ ability to sell payment obligations, while providing them with greater working capital flexibility. The Company has no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to sell amounts under the arrangements. However, the Company’s right to offset balances due from suppliers against payment obligations is restricted by the agreements for those payment obligations that have been sold by suppliers.

The payment of these obligations by the Company is included in Net cash provided by (used in) operating activities in the Unaudited Consolidated Statements of Cash Flows. As of June 28, 2025, $146 million of the Company’s outstanding payment obligations had been placed in the accounts payable tracking system. As of December 28, 2024, $132 million of the Company’s outstanding payment obligations had been placed in the accounts payable tracking system.

Critical accounting estimates

We included a summary of our critical accounting estimates in our 2024 Annual Report. There have been no material changes to the summary provided therein.

Forward-looking statements

This Quarterly Report contains a number of “forward-looking statements” with expectations concerning, among other things, statements regarding the proposed Merger and the expected timetable for completing the Merger; sales, margins, advertising, promotion, merchandising, brand building, operating profit, and earnings per share; innovation; the results of the Spin-Off; our strategy, financial principles, and plans; initiatives, improvements and growth; investments; capital expenditures; asset write-offs and expenditures and costs related to productivity or efficiency initiatives; the impact and results of the restructuring; the impact of accounting changes and significant accounting estimates; the impact of new or expanded tariffs, including on the macroeconomic environment; our ability to meet interest and debt principal repayment obligations; minimum contractual obligations; future common stock repurchases or debt reduction; effective income tax rate; cash flow and core working capital improvements; interest expense; commodity and energy prices; and employee benefit plan costs and funding. Forward-looking statements include predictions of future results or activities and may contain the words “expect,” “believe,” “will,” “can,” “anticipate,” “estimate,” “project,” “should,” or words or phrases of similar meaning or the negative thereof. For example, forward-looking statements are found in several sections of this MD&A. Our actual results or activities may differ materially from these predictions.

Our future results could be affected by a variety of other factors, including, among others, the risk that the Merger may not be completed at all or the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other a termination fee pursuant to the Merger Agreement; the risk that the conditions to closing of the Merger may not be satisfied or waived; the risk that an approval or clearance by a government authority that may be required for the Merger is not obtained or is obtained subject to conditions that are not anticipated; potential litigation relating to, or other unexpected costs resulting from, the Merger; risks that the proposed Merger disrupts the Company’s current plans and operations; the risk that certain restrictions during the pendency of the Merger may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the diversion of management’s time on transaction-related issues; the risk that any announcements related to the Merger could have adverse effects on the market price of the Company’s common stock, credit ratings or operating results; demand for ready-to-eat cereals; the applicability, timing, magnitude and duration of new or expanded tariffs imposed on imports from, and exports to, Canada and Mexico; supply chain disruptions and increases in costs and/or shortages of raw materials, labor, fuels and utilities as a result of geopolitical, economic, trade policies and regulations, and market conditions; consumers’ perception of our brands or company; business disruptions; our ability to drive our growth targets to increase revenue and profit; our failure to achieve our targeted cost savings and efficiencies from cost reduction initiatives; our failure to achieve the expected benefits from our supply chain modernization efforts; unanticipated costs and

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negative financial and other impacts of our planned network consolidation; strategic acquisitions, alliances, divestitures or joint ventures or organic growth opportunities we may pursue in the future; material disruptions at one of our facilities; our ability to attract, develop and retain the highly skilled people we need to support our business; a shortage of labor, our failure to successfully negotiate collectively bargained agreements, or other general inflationary pressures or changes in applicable laws and regulations that could increase labor costs; an increase in our post-retirement benefit-related costs and funding requirements caused by, among other things, volatility in the financial markets, changes in interest rates and actuarial assumptions; our inability to obtain sufficient capital to grow our business and to increase our revenues; an impairment of the carrying value of goodwill or other acquired intangibles; increases in the price of raw materials, including agricultural commodities, packaging, fuel and labor; increases in transportation costs and reduced availability of, or increases in, the price of oil or other fuels; competition, including with respect to retail and shelf space; the changing retail environment and the growing presence of alternative retail channels; the successful development of new products and processes; adverse changes in the global climate or extreme weather conditions; the impact of the restatements of our previously issued financial statements on our reputation and relationships with investors, suppliers, customers and other parties; our ability to remediate the material weakness in our internal control over financial reporting in a timely manner; and other risks and uncertainties described in Part I, Item 1A of Amendment No. 1 to our Annual Report Form 10-K for the year ended December 28, 2024 filed with the SEC on August 7, 2025. Forward-looking statements speak only as of the date of this Quarterly Report, and we undertake no obligation to publicly update them except as required by law.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to certain market risks, which exist as a part of our ongoing business operations. We use derivative financial and commodity instruments, where appropriate, to manage these risks. As a matter of policy, we do not engage in trading or speculative transactions. Refer to Note 9 within the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Quarterly Report for further information on our derivative financial and commodity instruments.

Refer to disclosures contained within Part I, Item 7A of our 2024 Annual Report for information about market risk to which we are exposed. There were no material changes in the Company’s market risk during the quarter ended June 28, 2025.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

In connection with the filing of this Form 10-Q, management of the Company, with the participation of its Chief Executive Officer ("CEO") and its Chief Financial Officer ("CFO"), has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our CEO and our CFO have concluded that, as of June 28, 2025, our disclosure controls and procedures were not effective because of the material weakness in internal control over financial reporting described in Item 9A of Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 28, 2024 filed with the SEC on August 7, 2025.

Remediation of Material Weakness in Internal Control Over Financial Reporting

The Company is committed to addressing the material weakness described above and has begun to implement changes in processes designed to improve its internal control over financial reporting. To remediate the material weakness, we are designing and implementing a new control over Inventory and Cost of goods sold that includes a specific activity to validate the reliability of system-generated information used in the execution of the control.

We will continue to modify our remediation plan and may implement additional measures as we complete the redesign and operation of our internal controls in this area. While we believe that these efforts will improve our internal control over financial reporting, we will not be able to conclude whether the steps we are taking will remediate the material weakness in internal control over financial reporting until a sustained period of time has passed to allow management to test the design and operating effectiveness of the new and enhanced controls.

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Changes in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting during the quarter ended June 28, 2025 have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are subject to various legal proceedings, claims and governmental inspections, audits or investigations arising out of our business which cover matters such as general commercial, governmental regulations, antitrust and trade regulations, product liability, environmental, intellectual property, employment and other actions. We currently are not involved in any legal proceedings that we believe will result, individually or in the aggregate, in a material adverse effect upon our financial condition or results of operations.

Item 1A. Risk Factors

Except as set forth below, there have been no material changes in our risk factors from those disclosed in Part I, Item 1A to our 2024 Annual Report. The risk factors disclosed in the 2024 Annual Report in addition to the other information set forth in this Quarterly Report, could materially affect our business, financial condition, or results.

We may not complete the proposed Merger within the time frame we anticipate or at all, which could have an adverse effect on our business, financial results and/or operations.

On July 10, 2025, the Company entered into the Merger Agreement with Parent and Merger Sub, pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned indirect subsidiary of Parent. Completion of the Merger is subject to a number of closing conditions, including obtaining approval of our shareowners at a special meeting of our shareowners and the receipt of required regulatory approvals. The failure to satisfy these closing conditions could jeopardize or delay the consummation of the Merger. The parties to the Merger Agreement may not receive the necessary approvals for the transaction or receive them within the expected timeframe. In addition, the Merger may fail to close for other reasons.

Each party’s obligation to consummate the Merger is also subject to the accuracy of the representations and warranties of the other party (subject to certain materiality qualifications) and the performance in all material respects of the other party’s covenants under the Merger Agreement, including, with respect to us, covenants regarding operation of our business prior to closing. In addition, the Merger Agreement may be terminated under certain specified circumstances. Certain conditions to the completion of the pending Merger are not within our or Parent’s control, and we cannot predict when or if these conditions will be satisfied (or waived, as applicable). As a result, we cannot assure you that the Merger will be completed, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or within the expected time frame. Refer to Note 10 Subsequent Events to our Unaudited Consolidated Financial Statements located in Item 1 of Part 1 of this Quarterly Report, for further information.

If the Merger is not completed within the expected time frame or at all, we may be subject to a number of material risks. The price of our common stock may decline to the extent that current market prices reflect a market assumption that the Merger will be completed. We could be required to pay Parent a termination fee if the Merger Agreement is terminated under specific circumstances described in the Merger Agreement. The failure to complete the Merger may result in negative publicity and negatively affect our relationship with our shareowners, employees, customers and suppliers. We may also be required to devote significant time and resources to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement.

In addition to any other remedy that may be available to any of the parties, including monetary damages, each of the Company, Parent and Merger Sub is generally entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement. We cannot assure you that a remedy will be available to us in the event of such a breach or that the damages we incur in connection with such breach will not exceed the amount of the reverse termination fee.

Uncertainties associated with the Merger could adversely affect our business, results of operations and financial condition.

The announcement and pendency of the Merger, as well as any delays in the expected timeframe, could cause disruption in our business and create uncertainties, which could have an adverse effect on our business, results of operations and financial condition, regardless of whether the Merger is completed. These risks and uncertainties include, but are not limited to:

•the possibility that our relationship with suppliers, customers and employees could be adversely affected, including if our suppliers, customers or others attempt to negotiate changes in existing business

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relationships, consider entering into business relationships with parties other than us, delay or defer decisions concerning their business with us, or terminate their existing business relationships with us during the pendency of the Merger;

•uncertainties caused by any negative sentiment in the marketplace with respect to the Merger, which could adversely impact investor confidence in the Company;

•a diversion of a significant amount of management time and resources toward the completion of the Merger;

•a distraction of our current employees as a result of the Merger, which could result in a decline in their productivity or cause distractions in the workplace;

•being subject to certain restrictions on the conduct of our business;

•possibly foregoing certain business opportunities that we might otherwise pursue absent the pending Merger;

•difficulties in attracting and retaining key employees due to uncertainties related to the Merger;

•impact of costs related to completion of the Merger, including any costs related to obtaining regulatory approvals; and

•other developments beyond our control, including, but not limited to, changes in domestic or global economic conditions that may affect the timing or success of the Merger.

The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

Completion of the Merger is conditioned on, among other things, receipt of certain approvals and clearances from government authorities, which may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that cannot be met, and if they are not received or waived (as applicable), the Merger will not be completed.

Certain antitrust approvals and clearances, or expiration of waiting periods (or extensions thereof), from government authorities in the U.S. and other jurisdictions are conditions to completing the Merger. In deciding whether to grant these required approvals and clearances, the relevant government authorities will consider, among other things, the effect of the proposed acquisition on competition and national security or other national or other public interests within their relevant jurisdictions. The process of obtaining such approvals and clearances could also require the parties to complete substantial information requests, which could have the effect of delaying the consummation of the Merger.

Subject to the terms of the Merger Agreement, we have agreed to use our reasonable best efforts to promptly take all actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to the Merger Agreement or applicable laws to obtain all required approvals and clearances by government authorities. There can be no assurance that all such required approvals and clearances will be obtained, and we can provide no assurance as to whether such approvals and clearances will be received, or that the pending Merger will be completed, in a timely manner or at all. Even if regulatory approvals are obtained, it is possible conditions will be imposed that could result in a material delay in the completion of the Merger, or the termination of the Merger Agreement, or otherwise have an adverse effect on us.

While the Merger Agreement is in effect, we are subject to restrictions on our business activities.

While the Merger Agreement is in effect, we are subject to restrictions on our business activities, including, among other things, restrictions on our ability to acquire other businesses and assets, dispose of our assets, enter into or materially modify certain contracts, repurchase, adjust the terms of or issue securities, pay dividends (subject to limited exceptions, including payment of regular quarterly cash dividends in accordance with past practice), make certain capital expenditures, settle certain legal actions, take certain actions relating to intellectual property, take certain action related to employee benefit plans, amend our organizational documents and incur certain indebtedness. These restrictions could prevent us from pursuing strategic business opportunities, taking actions with respect to our business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, and may as a result materially adversely affect our business, results of operations and financial condition.

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Failure to complete the Merger could adversely affect our business and the market price of our shares of common stock.

The closing of the Merger may not occur on the expected timeline or at all. The Merger Agreement contains certain termination rights for us and Parent, including (i) if the Merger is not consummated on or before January 10, 2026 (subject to an automatic extension until July 10, 2026, under certain circumstances pursuant to the terms of the Merger Agreement), (ii) if shareowner approval is not obtained, (iii) if the other party breaches its representations, warranties or covenants in a manner that would cause the conditions to the closing of the Merger to not be satisfied and fails to cure such breach, or (iv) if any judgment, law or order prohibiting the Merger becomes final and non-appealable. If the Merger Agreement is terminated and the Merger is not consummated, the price of our common stock may decline, we may experience negative reactions from the financial markets, including negative stock price impacts or we may experience negative reactions from our business partners and you may not recover your investment or receive a price for your shares similar to what has been offered pursuant to the Merger.

In certain instances, the Merger Agreement requires us to pay a termination fee to Parent, which could affect the decisions of a third party considering making an alternative acquisition proposal.

Under the terms of the Merger Agreement, we may be required to pay Parent a termination fee in the amount of $73,543,400 under specified conditions. This payment could affect the structure, pricing and terms proposed by a third party seeking to acquire or merge with us and could discourage a third party from making a competing acquisition proposal, including a proposal that would be more favorable to our shareowners than the Merger. If the Company is required to pay this termination fee, such fee, together with costs incurred to execute the Merger Agreement and pursue the Merger, could have a material adverse effect on the Company’s financial condition and results of operations.

The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger.

Under the Merger Agreement, we are restricted from soliciting, initiating, proposing or knowingly inducing the making, submission or announcement of, or knowingly encouraging, facilitating or assisting any proposal or offer that constitutes or would reasonably be expected to lead to, an Acquisition Proposal (as defined in the Merger Agreement). These provisions could discourage a third party that may have an interest in acquiring all or a significant part of our business from considering or proposing an acquisition, even if such third party were prepared to pay consideration with a higher value than the value of the consideration provided for in the Merger Agreement.

We have incurred, and will continue to incur, direct and indirect costs as a result of the Merger.

We have incurred, and will continue to incur, significant costs and expenses, including fees for professional services and other transaction costs, in connection with the Merger. We must pay substantially all of these costs and expenses whether or not the Merger is completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses.

Lawsuits may arise in connection with the Merger, which could delay or prevent completion of the Merger and/or result in substantial costs.

Lawsuits related to the Merger may be filed against us and our directors and officers, including by our shareowners. Although litigation is common in connection with acquisitions of public companies, regardless of any merits related to the underlying acquisition, the outcome of any litigation cannot be assured. Additionally, the amount of fees and costs of defense, including costs associated with the indemnification of directors and officers, and other liabilities that may be incurred in connection with lawsuits and other negative effects, such as diversion of resources from the Merger and ongoing business activities, negative publicity or damage to our relationships with business partners, suppliers and customers, could have an adverse effect on our business, financial condition and operating results.

Item 5. Other Information

Insider Trading Arrangements

During the most recent fiscal quarter, none of our directors or officers subject to Section 16 of the Exchange Act adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and/or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

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Item 6. Exhibits

(a)Exhibits:


2.1			Agreement and Plan of Merger, dated as of July 10, 2025 by and among Ferrero International S.A., Frosty Merger Sub, Inc., and WK Kellogg Co. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on July 10, 2025)*
31.1			Rule 13a-14(a)/15d-14(a) Certification of Gary Pilnick
31.2			Rule 13a-14(a)/15d-14(a) Certification of David McKinstray
32.1**			Section 1350 Certification of Gary Pilnick
32.2**			Section 1350 Certification of David McKinstray
99.1			Voting Agreement, dated as of July 10, 2025, by and among W.K. Kellogg Foundation Trust and Ferrero International S.A. (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the SEC on July 10, 2025)
99.2			Voting Agreement, dated as of July 10, 2025, by and among the Gund Entities and Ferrero International S.A. (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed with the SEC on July 10, 2025)
99.3			Voting Agreement, dated as of July 10, 2025, by and among the Gund Trusts and Ferrero International S.A. (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed with the SEC on July 10, 2025)
101.INS			Inline XBRL Instance Document
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

**Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


WK KELLOGG CO

/s/ David McKinstray
David McKinstray
Chief Financial Officer

/s/ Lisa Walter
Lisa Walter
Principal Accounting Officer; Corporate Controller

Date: August 7, 2025

WK Kellogg Co 10-Q