| Item 1. | |
| (a) | Name of issuer:
WK Kellogg Co |
| (b) | Address of issuer's principal executive offices:
One Kellogg Square Battle Creek, Michigan 49016-3599 |
| Item 2. | |
| (a) | Name of person filing:
W.K. Kellogg Foundation Trust
W.K. Kellogg Foundation
This Schedule 13G is being filed as Amendment No. 2 to the Schedule 13G dated February 8, 2024 filed by the W.K. Kellogg Foundation Trust (the "Trust") on behalf of itself and W.K. Kellogg Foundation (the "Foundation"), as sole beneficiary of the Trust, with respect to shares of common stock, $.0001 par value per share, of WK Kellogg Co (the "Shares"). Steven A. Cahillane, La June Montgomery Tabron, Richard M. Tsoumas and The Northern Trust Company are the trustees of the Trust.
Under the agreement governing the Trust, if a majority of the trustees of the Trust cannot agree on how to vote the Shares, the Foundation has the power to direct the voting of such stock. In addition, the Foundation has the power to approve successor trustees and to remove trustees of the Trust, subject to certain limitations. As such, the Foundation may be deemed to beneficially own the Shares held in the Trust for purposes of Section 13(d) of the Act.
The Shares reported herein were acquired by the Trust on October 2, 2023 in connection with the spin-off of WK Kellogg Co by Kellanova (formerly known as Kellogg Company), whereby Kellanova made a pro rata distribution of WK Kellogg Co Shares to the Kellanova stockholders. |
| (b) | Address or principal business office or, if none, residence:
Person Filing Address
W.K. Kellogg Foundation Trust: One Michigan Avenue East
Battle Creek, MI 49017-4058
W.K. Kellogg Foundation: One Michigan Avenue East
Battle Creek, MI 49017-4058
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| (c) | Citizenship:
W.K. Kellogg Foundation Trust: -A Michigan Trust
W.K. Kellogg Foundation: -A Michigan Nonprofit Corporation
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| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
92942W107 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of September 30, 2025, the Trust and the Foundation no longer beneficially own any Shares. This filing represents an exit filing for the Trust and the Foundation. |
| (b) | Percent of class:
See each cover page hereof. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
The Trust and Foundation no longer beneficially own any Shares.
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| | (ii) Shared power to vote or to direct the vote:
The Trust and Foundation no longer beneficially own any Shares.
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| | (iii) Sole power to dispose or to direct the disposition of:
The Trust and Foundation no longer beneficially own any Shares.
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| | (iv) Shared power to dispose or to direct the disposition of:
The Trust and Foundation no longer beneficially own any Shares.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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