M&A - GUND GORDON

Form Type: SCHEDULE 13D

Filing Date: 2025-07-17

Corporate Action: Merger

Type: Update

Accession Number: 000095017025096649

Filing Summary: This Schedule 13D is being filed by Gordon Gund and other related trusts in connection with the acquisition of beneficial ownership exceeding 5% of the common stock of WK Kellogg Co. The filing reflects a voting agreement with Ferrero International S.A. related to a merger agreement dated July 10, 2025, wherein the Issuer will merge with a subsidiary of Ferrero, making it a wholly owned indirect subsidiary. The document disclaims beneficial ownership of shares held by other trusts except for the pecuniary interest Gordon Gund holds. Notably, the Gund Trusts have agreed to vote in favor of the merger and against any alternative proposals, solidifying the intention to proceed with the Merger. As of the filing date, the Reporting Persons collectively own 4,670,589 shares of the Issuer, representing 5.4% of its outstanding shares as of April 30, 2025, and have entered into a joint filing agreement regarding this document on July 17, 2025.