---
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"
generated_at: "2026-06-10T06:34:02.138224+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# WK Kellogg completes spin-off from Kellanova; becomes independent public company

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-23-249064
- form_type: 8-K
- cik: 0001959348
- company_name: WK Kellogg Co
- filed_at: 2023-10-02T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-249064
- JSON: https://secwatch.observer/filing/0001193125-23-249064.json
- Plain text: https://secwatch.observer/filing/0001193125-23-249064.txt

## Key facts
- Executive change
  Sherry Brice was appointed as Chief Supply Chain Officer at WK Kellogg Co.
  - Action: appointed
  - Role: Chief Supply Chain Officer
  source text: Sherry Brice was appointed to serve as the Chief Supply Chain Officer of WK Kellogg
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Executive change
  Doug VanDeVelde was appointed as Chief Growth Officer at WK Kellogg Co.
  - Action: appointed
  - Role: Chief Growth Officer
  source text: Doug VanDeVelde was appointed to serve as the Chief Growth Officer of WK Kellogg
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Executive change
  Norma Barnes-Euresti resigned as Director at WK Kellogg Co.
  - Action: resigned
  - Role: Director
  source text: Effective upon the consummation of the Distribution, Gordon Paulson and Norma Barnes-Euresti (collectively, the “ Resigning Directors ”) resigned from the Board of Directors
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Executive change
  Bruce Brown was appointed as Chief Customer Officer at WK Kellogg Co.
  - Action: appointed
  - Role: Chief Customer Officer
  source text: Bruce Brown was appointed to serve as the Chief Customer Officer of WK Kellogg
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Executive change
  Gary Pilnick was appointed as Chief Executive Officer at WK Kellogg Co.
  - Action: appointed
  - Role: Chief Executive Officer
  source text: effective as of the consummation of the Distribution, Gary Pilnick was appointed to serve as the Chief Executive Officer of WK Kellogg
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Executive change
  Gary Pilnick was appointed as Chair of the Board at WK Kellogg Co.
  - Action: appointed
  - Role: Chair of the Board
  source text: Gary Pilnick was appointed Chair of the Board effective as of the consummation of the Distribution.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Executive change
  Julio Nemeth was appointed as Director at WK Kellogg Co.
  - Action: appointed
  - Role: Director
  source text: Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Executive change
  Michael Corbo was appointed as Director at WK Kellogg Co.
  - Action: appointed
  - Role: Director
  source text: Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Executive change
  Zack Gund was appointed as Director at WK Kellogg Co.
  - Action: appointed
  - Role: Director
  source text: Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Executive change
  R. David Banyard was appointed as Director at WK Kellogg Co.
  - Action: appointed
  - Role: Director
  source text: Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Executive change
  Mindy Sherwood was appointed as Director at WK Kellogg Co.
  - Action: appointed
  - Role: Director
  source text: Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Executive change
  Gordon Paulson resigned as Director at WK Kellogg Co.
  - Action: resigned
  - Role: Director
  source text: Effective upon the consummation of the Distribution, Gordon Paulson and Norma Barnes-Euresti (collectively, the “ Resigning Directors ”) resigned from the Board of Directors
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Executive change
  Norma Barnes-Euresti was appointed as Chief Legal Officer and Secretary at WK Kellogg Co.
  - Action: appointed
  - Role: Chief Legal Officer and Secretary
  source text: effective as of the consummation of the Distribution, Gary Pilnick was appointed to serve as the Chief Executive Officer of WK Kellogg, Norma Barnes-Euresti was appointed to serve as the Chief Legal Officer and Secretary of WK Kellogg
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Executive change
  Ramón Murguía was appointed as Director at WK Kellogg Co.
  - Action: appointed
  - Role: Director
  source text: Effective upon the consummation of the Distribution, Zack Gund, Michael Corbo, Ramón Murguía, Mindy Sherwood, R. David Banyard, Jr. and Julio Nemeth were appointed as directors of WK Kellogg.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Governance Changes
  WK Kellogg Co: Amended and Restated Bylaws effective on October 2, 2023 immediately prior to the Distribution (effective 2023-10-02).
  - Change: bylaw amendment
  - Effective: 2023-10-02
  source text: its Amended and Restated Bylaws became effective on October 2, 2023 immediately prior to the Distribution
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Governance Changes
  WK Kellogg Co: Amended and Restated Certificate of Incorporation effective at 11:59 pm ET on October 1, 2023 (effective 2023-10-01).
  - Change: charter amendment
  - Effective: 2023-10-01
  source text: WK Kellogg’s Amended and Restated Certificate of Incorporation became effective at 11:59 pm ET on October 1, 2023
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- M&A Transactions
  WK Kellogg Co completed a disposition involving WK Kellogg Co (closed 2023-10-02).
  - Action: disposition
  - Counterparty: WK Kellogg Co
  - Closing: 2023-10-02
  source text: On the Distribution Date, Kellanova completed the previously announced Spin-Off of WK Kellogg.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Material Agreements
  WK Kellogg Co entered into Tax Matters Agreement with Kellanova valued at Tax Matters Agreement between Kellanova and WK Kellogg (effective 2023-09-29).
  - Action: entry
  - Counterparty: Kellanova
  - Value: Tax Matters Agreement between Kellanova and WK Kellogg
  - Effective: 2023-09-29
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Material Agreements
  WK Kellogg Co entered into Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Property Agreement with Kellanova valued at Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Propert (effective 2023-09-29).
  - Action: entry
  - Agreement: license
  - Counterparty: Kellanova
  - Value: Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Propert
  - Effective: 2023-09-29
  source text: Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Property Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.4 hereto and incorporated by reference herein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Material Agreements
  WK Kellogg Co entered into Separation and Distribution Agreement with Kellanova valued at Separation and Distribution Agreement between Kellanova and WK Kellogg (effective 2023-09-29).
  - Action: entry
  - Agreement: supply
  - Counterparty: Kellanova
  - Value: Separation and Distribution Agreement between Kellanova and WK Kellogg
  - Effective: 2023-09-29
  source text: Separation and Distribution Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg (the " Separation and Distribution Agreement "), a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Material Agreements
  WK Kellogg Co entered into Transition Services Agreement with Kellanova valued at Transition Services Agreement between Kellanova and WK Kellogg (effective 2023-09-29).
  - Action: entry
  - Counterparty: Kellanova
  - Value: Transition Services Agreement between Kellanova and WK Kellogg
  - Effective: 2023-09-29
  source text: Transition Services Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.6 hereto and incorporated by reference herein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Material Agreements
  WK Kellogg Co entered into Supply Agreement with Kellanova valued at Supply Agreement between Kellanova and WK Kellogg (effective 2023-09-29).
  - Action: entry
  - Agreement: supply
  - Counterparty: Kellanova
  - Value: Supply Agreement between Kellanova and WK Kellogg
  - Effective: 2023-09-29
  source text: Supply Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm
- Material Agreements
  WK Kellogg Co entered into Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellectual Property Agreement with Kellanova valued at Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellec (effective 2023-09-29).
  - Action: entry
  - Agreement: license
  - Counterparty: Kellanova
  - Value: Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellec
  - Effective: 2023-09-29
  source text: Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellectual Property Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.3 hereto and incorporated by reference herein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1959348/000119312523249064/0001193125-23-249064-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.