{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-249064","form_type":"8-K","ticker":null,"cik":"0001959348","company_name":"WK Kellogg Co","filed_at":"2023-10-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:31.460114+00:00","generated_at":"2026-06-10T06:34:02.138224+00:00","sec_items":["1.01","2.01","2.03","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"WK Kellogg completes spin-off from Kellanova; becomes independent public company","bullets":["Spin-off completed: Kellanova distributed 100% of WK Kellogg stock; stockholders received 1 share of KLG for every 4 shares of K as of Sept 21, 2023.","Borrowed $664M under senior credit facilities ($500M term loan + $164M revolver) to fund cash payment to Kellanova.","New board appointed: Gary Pilnick as CEO and Chair; directors include Zack Gund, Michael Corbo, Ramón Murguía, others.","Executive officer salaries: Pilnick $1M base, $1.1M target AIP, $3.3M LTI; McKinstray $500K base, $400K target AIP.","Pension plan sponsorship: Grain Millers Pension Plan now sponsored by WK Kellogg; Kellanova retains KCPP and Muncy plans."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-249064","json":"https://secwatch.observer/filing/0001193125-23-249064.json","markdown":"https://secwatch.observer/filing/0001193125-23-249064.md","text":"https://secwatch.observer/filing/0001193125-23-249064.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/d697691d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T06:34:02.138224+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0c1ddc81b4","claim":"Sherry Brice was appointed as Chief Supply Chain Officer at WK Kellogg Co.","evidence_excerpt":"Sherry Brice was appointed to serve as the Chief Supply Chain Officer of WK Kellogg","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Supply Chain Officer"}],"fact_type":"executive_change"},{"claim_id":"235c5acf19","claim":"Doug VanDeVelde was appointed as Chief Growth Officer at WK Kellogg Co.","evidence_excerpt":"Doug VanDeVelde was appointed to serve as the Chief Growth Officer of WK Kellogg","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Growth Officer"}],"fact_type":"executive_change"},{"claim_id":"24f61f5430","claim":"Norma Barnes-Euresti resigned as Director at WK Kellogg Co.","evidence_excerpt":"Effective upon the consummation of the Distribution, Gordon Paulson and Norma Barnes-Euresti (collectively, the “ Resigning Directors ”) resigned from the Board of Directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"31b91ce668","claim":"Bruce Brown was appointed as Chief Customer Officer at WK Kellogg Co.","evidence_excerpt":"Bruce Brown was appointed to serve as the Chief Customer Officer of WK Kellogg","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Customer Officer"}],"fact_type":"executive_change"},{"claim_id":"374e653b55","claim":"Gary Pilnick was appointed as Chief Executive Officer at WK Kellogg Co.","evidence_excerpt":"effective as of the consummation of the Distribution, Gary Pilnick was appointed to serve as the Chief Executive Officer of WK Kellogg","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"3ee688c6ee","claim":"Gary Pilnick was appointed as Chair of the Board at WK Kellogg Co.","evidence_excerpt":"Gary Pilnick was appointed Chair of the Board effective as of the consummation of the Distribution.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chair of the Board"}],"fact_type":"executive_change"},{"claim_id":"73b4c2f2bc","claim":"Julio Nemeth was appointed as Director at WK Kellogg Co.","evidence_excerpt":"Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. 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previously announced Spin-Off of WK Kellogg.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"WK Kellogg Co"},{"label":"Closing","value":"2023-10-02"}],"fact_type":"ma_transaction"},{"claim_id":"2b5d571a4313267eed482ded891986eaf59fb912","claim":"WK Kellogg Co entered into Tax Matters Agreement with Kellanova valued at Tax Matters Agreement between Kellanova and WK Kellogg (effective 2023-09-29).","evidence_excerpt":"Tax Matters Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.5 hereto and incorporated by reference herein.","evidence_source":"SEC 8-K Item 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Kellogg (the \" Separation and Distribution Agreement \"), a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"supply"},{"label":"Counterparty","value":"Kellanova"},{"label":"Value","value":"Separation and Distribution Agreement between Kellanova and WK Kellogg"},{"label":"Effective","value":"2023-09-29"}],"fact_type":"material_agreement"},{"claim_id":"7809afd83d3859f9e5ea9a65596cf64b719577c8","claim":"WK Kellogg Co entered into Transition Services Agreement with Kellanova valued at Transition Services Agreement between Kellanova and WK Kellogg (effective 2023-09-29).","evidence_excerpt":"Transition Services Agreement, dated as of September 29, 2023, between Kellanova 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Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}