Private company
WK Kellogg Co
American grain mill products company, incorporated in Delaware1
In its 2025 annual report the company says: “WK Kellogg Co is an iconic North American food company with a differentiated portfolio of brands that have delighted our consumers for over a century. Our products are manufactured in the United States, Mexico, and Canada and marketed in the United States, Canada and the Caribbean. We have since upheld W. K. Kellogg’s passion and commitment to wellness by producing nutritious, high quality and delicious cereal.”4 It is headquartered in Battle Creek, Michigan.1
Last updated Oct 21, 2026.
Overview
- IndustryGrain Mill Products1
- HeadquartersBattle Creek, Michigan1
- Incorporated inDE2
- Business addressOne Kellogg Square, Battle Creek, Mi 490172
- Filer categoryLarge accelerated filer2
See how the biggest companies compare on our leaderboards
Our Company. WK Kellogg Co is an iconic North American food 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 in the United States, Mexico, and Canada and marketed in the United States, Canada and the Caribbean. Kellogg Company (now known as Kellanova), formally founded in 1906 as a mission-led and family-oriented company, sprang to life when W. K. Kellogg changed breakfast forever by creating Corn Flakes in Battle Creek, Michigan. We have since upheld W. K. Kellogg’s passion and commitment to wellness by producing nutritious, high quality and delicious cereal.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2024
Where the money goes
Where each dollar of revenue went, fiscal 2024
- Cost of revenue70¢$1.9B
- Research and development1¢$24.0M
- Selling, general and admin23¢$631.0M
- Other costs2¢$53.0M
- Income tax1¢$15.0M
- Profit3¢$81.0M
Out of $2.7B in revenue.5
Where each dollar of operating cash went, fiscal 2024
- Capital spending100¢$129.0M
Out of $107.0M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.5
Financial statements
| Fiscal year | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Revenue | $2.7B5 | $2.8B5 | $2.7B5 | |
| Cost of revenue | $2.1B5 | $2.0B5 | $1.9B5 | |
| Research and development | $25.0M5 | $25.0M5 | $24.0M5 | |
| Selling, general and admin | $556.0M5 | $662.0M5 | $631.0M5 | |
| Operating income | $75.0M5 | $95.0M5 | $120.0M5 | |
| Interest | $08 | $10.0M8 | ||
| Income before tax | -$26.0M5 | $148.0M5 | $96.0M5 | |
| Income tax | -$1.0M5 | $36.0M5 | $15.0M5 | |
| Net income | -$25.0M5 | $112.0M5 | $81.0M5 | |
| Earnings per share | -$0.295 | $1.315 | $0.945 | |
| Earnings per share (diluted) | -$0.295 | $1.315 | $0.915 |
| Fiscal year | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Cash | $08 | $08 | $89.0M5 | $47.0M5 |
| Receivables | $229.0M8 | $244.0M5 | $199.0M5 | |
| Inventory | $431.0M8 | $348.0M5 | $367.0M5 | |
| Current assets | $670.0M8 | $709.0M5 | $640.0M5 | |
| Property, plant and equipment | $645.0M8 | $739.0M5 | $786.0M5 | |
| Goodwill | $53.0M8 | $53.0M5 | $53.0M5 | |
| Intangible assets | $57.0M8 | $57.0M5 | $57.0M5 | |
| Total assets | $1.4B8 | $1.9B5 | $2.0B5 | |
| Accounts payable | $484.0M8 | $541.0M5 | $520.0M5 | |
| Short-term debt | $08 | $8.0M5 | $24.0M5 | |
| Current liabilities | $666.0M8 | $837.0M5 | $851.0M5 | |
| Long-term debt | $08 | $487.0M5 | $460.0M5 | |
| Retained earnings | $08 | $3.0M5 | $27.0M5 | |
| Shareholders’ equity | $494.0M8 | $687.0M5 | $302.0M5 | $328.0M5 |
| Shares outstanding | 85.8M shares8 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
| Fiscal year | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Cash from operations | $53.0M5 | $422.0M5 | $107.0M5 | |
| Depreciation and amortization | $68.0M5 | $66.0M5 | $78.0M5 | |
| Stock-based compensation | $3.0M5 | $8.0M5 | $16.0M5 | |
| Capital spending | $71.0M5 | $150.0M5 | $129.0M5 | |
| Free cash flow | -$18.0M | $272.0M | -$22.0M | |
| Cash from investing | -$71.0M5 | -$146.0M5 | -$129.0M5 | |
| Cash from financing | $18.0M5 | -$188.0M5 | -$16.0M5 | |
| Dividend per share | $0.165 | $0.645 |
Corporate structure
WK Kellogg Co sits at the top of its group. 18 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of WK Kellogg Co
- Northern Trust Filed SCHEDULE 13G/A on WK Kellogg Co, latest Feb 17, 2026 (3 filings since Nov 13, 2023)
- Capital International Investors Filed SCHEDULE 13G/A on WK Kellogg Co, latest Nov 13, 2025 (2 filings since May 13, 2025)
- KELLOGG W K FOUNDATION TRUST Filed SCHEDULE 13G/A on WK Kellogg Co, latest Nov 7, 2025 (3 filings since Feb 8, 2024)
- KEYBANK NATIONAL ASSOCIATION/OH Filed SCHEDULE 13G/A on WK Kellogg Co, latest Oct 7, 2025 (2 filings since Jan 8, 2024)
- Gordon Gund Filed SCHEDULE 13D/A on WK Kellogg Co, latest Sep 30, 2025 (3 filings since Feb 9, 2024)
- Platin S.a r.l. Filed SCHEDULE 13G on WK Kellogg Co, latest Jan 24, 2025
- BlackRock Filed SC 13G/A on WK Kellogg Co, latest Nov 8, 2024 (3 filings since Jan 8, 2024)
- VANGUARD GROUP INC Filed SC 13G on WK Kellogg Co, latest Feb 13, 2024
- WK Kellogg Co Battle Creek, Michigan
- 1906 Foreign Trading LLC Subsidiary · Delaware, United States
- 1906 GBS Mex Co, S de RL de CV Subsidiary · Mexico
- 1906 Mexicali Co, S de RL de CV Subsidiary · Mexico
- BC Can Holding II LLC Subsidiary · Delaware, United States
- BC Mex Holding I LLC Subsidiary · Delaware, United States
- BC Mex Holding II LLC Subsidiary · Delaware, United States
- BCHQ Real Estate LLC Subsidiary · Delaware, United States
- Bear Naked LLC Subsidiary · Delaware, United States
- Kashi LLC Subsidiary · California, United States
- Kashi Sales, L.L.C. Subsidiary · Delaware, United States
- Kellogg USA LLC Subsidiary · Michigan, United States
- WK Kellogg Business Services LLC Subsidiary · Delaware, United States
- WK Kellogg Canada Corp. Subsidiary · Canada
- WK Kellogg NA Holding Co Subsidiary · Delaware, United States
- WK Kellogg North America LLC Subsidiary · Delaware, United States
- WK Kellogg Puerto Rico LLC Subsidiary · Puerto Rico, United States
- WK Kellogg Sales LLC Subsidiary · Delaware, United States
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What WK Kellogg Co reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Land | $14.0M5 Dec 28, 2024 | $14.0M5 Dec 30, 2023 | 0% |
| Buildings and improvements | $699.0M5 Dec 28, 2024 | $679.0M5 Dec 30, 2023 | +2.9% |
| Machinery and equipment | $1.8B5 Dec 28, 2024 | $1.8B5 Dec 30, 2023 | +0.4% |
| Construction in progress | $234.0M5 Dec 28, 2024 | $184.0M5 Dec 30, 2023 | +27.2% |
| Accumulated depreciation | $2.0B5 Dec 28, 2024 | $1.9B5 Dec 30, 2023 | +1.6% |
| Property and equipment, net | $786.0M5 Dec 28, 2024 | $739.0M5 Dec 30, 2023 | +6.4% |
| Operating-lease assets (leased space) | $113.0M5 Dec 28, 2024 | $18.0M5 Dec 30, 2023 | +527.8% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $47.0M5 Dec 28, 2024 | $89.0M5 Dec 30, 2023 | −47.2% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $53.0M5 Dec 28, 2024 | $53.0M5 Dec 30, 2023 | 0% |
| Intangible assets, net (excluding goodwill) | $57.0M5 Dec 28, 2024 | $57.0M5 Dec 30, 2023 | 0% |
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $367.0M5 Dec 28, 2024 | $348.0M5 Dec 30, 2023 | +5.5% |
| Raw materials | $49.0M5 Dec 28, 2024 | $49.0M5 Dec 30, 2023 | 0% |
| Work in process | $22.0M5 Dec 28, 2024 | $15.0M5 Dec 30, 2023 | +46.7% |
| Finished goods | $243.0M5 Dec 28, 2024 | $231.0M5 Dec 30, 2023 | +5.2% |
| Supplies | $53.0M5 Dec 28, 2024 | $53.0M5 Dec 30, 2023 | 0% |
Properties, in its own words
Our corporate headquarters and principal research and development facilities are located in Battle Creek, Michigan.
As of February 25, 2025, we operated offices, manufacturing plants and distribution and warehousing facilities in the United States, Mexico and Canada. Our plants have been designed and constructed to meet our specific production requirements, and we invest money for capital and technological improvements. At the time of its selection, each location was considered to be favorable, based on the location of markets, sources of raw materials, availability of suitable labor, transportation facilities, location of our other plants producing similar products, and other factors. Our manufacturing facilities are located in Battle Creek, Michigan; Belleville, Ontario; Lancaster, Pennsylvania; Memphis, Tennessee; Mexicali, Mexico; and Omaha, Nebraska. We believe our facilities are in good operating condition and adequate to support the current operations of the business.
The rest of Item 2
In connection with the Spin-Off, we entered into a Separation and Distribution Agreement with Kellanova that governs the allocation, transfer and leasing of real estate between us and Kellanova. Kellanova's former corporate headquarters located in Battle Creek, Michigan and manufacturing plants related to our businesses were transferred to WK Kellogg Co. Leased distribution centers are occupied by both WK Kellogg Co and Kellanova employees following the Spin-Off pursuant to the Transition Services Agreement, and after the termination of the Transition Services Agreement, will be fully or partially subleased from Kellanova to WK Kellogg Co.
We generally own our principal properties, including our corporate headquarters. Distribution facilities (including related warehousing facilities) and offices of non-plant locations typically are leased. In general, we consider our facilities, taken as a whole, to be suitable, adequate, and of sufficient capacity for our current operations.
Item 2 of the 10-K filed Feb 25, 2025.4
Leadership
Who has led WK Kellogg Co, and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
- Chief executive officerGary H. Pilnick Oct 4, 2023 to now9
- PresidentGary H. Pilnick Sep 12, 2023 to Sep 12, 202310
- Chief financial officerDavid McKinstray Sep 12, 2023 to now11
Board members and other officers (14)
- Chief Accounting OfficerLisa Walter Sep 12, 2023 to now12
- Chief Growth OfficerDoug Vandevelde Oct 3, 2023 to now13
- Chief Supply Chain OfficerSherry Brice Oct 3, 2023 to now14
- Board memberGary H. Pilnick Sep 12, 2023 to now10
- Board memberGordon Paulson Sep 12, 2023 to Sep 12, 202315
- Board memberNorma Barnes-Euresti Sep 12, 2023 to Sep 12, 202316
- Board memberJulio N. Nemeth Oct 3, 2023 to now17
- Board memberMichael Corbo Oct 3, 2023 to now18
- Board memberMindy Sherwood Oct 3, 2023 to now19
- Board memberR. David Banyard Oct 3, 2023 to now20
- Board memberRamon Murguia Oct 3, 2023 to now21
- Board memberWendy C. Arlin Oct 3, 2023 to now22
- Board memberG. Zachary Gund Oct 10, 2023 to now23
- General counselNorma Barnes-Euresti Oct 4, 2023 to now24
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- 1906 Foreign Trading LLC Delaware3
- 1906 GBS Mex Co, S de RL de CV Mexico3
- 1906 Mexicali Co, S de RL de CV Mexico3
- BC Can Holding II LLC Delaware3
- BC Mex Holding I LLC Delaware3
- BC Mex Holding II LLC Delaware3
- BCHQ Real Estate LLC Delaware3
- Bear Naked LLC Delaware3
- Kashi LLC California3
- Kashi Sales, L.L.C. Delaware3
- Kellogg USA LLC Michigan3
- WK Kellogg Business Services LLC Delaware3
- WK Kellogg Canada Corp. Canada3
- WK Kellogg NA Holding Co Delaware3
- WK Kellogg North America LLC Delaware3
- WK Kellogg Puerto Rico LLC Puerto Rico3
- WK Kellogg Sales LLC Delaware3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
- NORTH AMERICA CEREAL CO.Feb 10, 2023 to Feb 10, 20232
Timeline
- Sep 26, 20258-K Ended a material agreement; Completed an acquisition or sale; Listing notice or transfer25
- Sep 19, 20258-K Shareholder vote; Other events26
- Sep 12, 20258-K Other events27
- Sep 9, 20258-K Other events28
- Aug 7, 20258-K Results of operations29
- Jul 31, 20258-K Results of operations; Earlier financial statements no longer reliable; Regulation FD disclosure30
- Jul 10, 20258-K Entered a material agreement; Results of operations; Regulation FD disclosure31
- May 6, 20258-K Results of operations; Shareholder vote32
- Feb 11, 20258-K Results of operations33
- Dec 23, 20248-K Entered a material agreement34
- Nov 7, 20248-K Results of operations35
- Aug 6, 20248-K Results of operations; Exit or restructuring costs; Impairment36
- Oct 4, 2023New chief executive Gary H. Pilnick becomes CEO9
Calendar
When it reported results
- Aug 7, 2025Reported quarterly or annual results29
- Jul 31, 2025Reported quarterly or annual results30
- Jul 10, 2025Reported quarterly or annual results31
- May 6, 2025Reported quarterly or annual results32
- Feb 11, 2025Reported quarterly or annual results33
- Nov 7, 2024Reported quarterly or annual results35
- Aug 6, 2024Reported quarterly or annual results36
- May 7, 2024Reported quarterly or annual results37
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
303 filings to the SEC since October 2021: 3 annual reports, 7 quarterly reports, 19 major events, 206 insider forms, 18 large holders, 50 other. The latest 20:
- Feb 17, 2026SCHEDULE 13G/A EDGAR
- Nov 13, 2025SCHEDULE 13G/A EDGAR
- Nov 7, 2025SCHEDULE 13G/A EDGAR
- Oct 7, 2025SCHEDULE 13G/A EDGAR
- Oct 6, 202515-12G EDGAR
- Sep 30, 20254 EDGAR
- Sep 30, 20254 EDGAR
- Sep 30, 20254 EDGAR
- Sep 30, 20254 EDGAR
- Sep 30, 20254 EDGAR
- Sep 30, 20254 EDGAR
- Sep 30, 20254 EDGAR
- Sep 30, 20254 EDGAR
- Sep 30, 20254 EDGAR
- Sep 30, 20254 EDGAR
- Sep 30, 20254 EDGAR
- Sep 30, 20254 EDGAR
- Sep 30, 20254 EDGAR
- Sep 30, 20254 EDGAR
- Sep 30, 2025SCHEDULE 13D/A EDGAR
The 303 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
13 open-market trades by officers, directors and large owners since October 2021: 13 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Dec 13, 2024 | Brown Bruce AlanChief Customer Officer | Buy | 48 | $21.36 | $1.0K | Form 4 |
| Nov 15, 2024 | Gund G ZacharyDirector | Buy | 55,000 | $17.20 | $946.0K | Form 4 |
| Nov 14, 2024 | Gund G ZacharyDirector | Buy | 65,000 | $17.76 | $1.2M | Form 4 |
| Nov 13, 2024 | Gund G ZacharyDirector | Buy | 65,000 | $17.32 | $1.1M | Form 4 |
| Nov 12, 2024 | Gund G ZacharyDirector | Buy | 65,000 | $17.94 | $1.2M | Form 4 |
| Feb 28, 2024 | MURGUIA RAMONDirector | Buy | 1,000 | $14.64 | $14.6K | Form 4 |
| Nov 22, 2023 | Brice SherryChief Supply Chain Officer | Buy | 3,150 | $11.75 | $37.0K | Form 4 |
| Nov 14, 2023 | Brice SherryChief Supply Chain Officer | Buy | 5,580 | $10.77 | $60.1K | Form 4 |
| Nov 14, 2023 | Barnes-Euresti NormaCLO | Buy | 4,675 | $10.67 | $49.9K | Form 4 |
| Nov 13, 2023 | VanDeVelde DougChief Growth Officer | Buy | 18,700 | $10.69 | $199.9K | Form 4 |
| Nov 13, 2023 | McKinstray DavidChief Financial Officer | Buy | 41,715 | $10.70 | $446.3K | Form 4 |
| Nov 13, 2023 | Brown Bruce AlanChief Customer Officer | Buy | 4,625 | $10.70 | $49.5K | Form 4 |
| Nov 13, 2023 | PILNICK GARY HChief Executive Officer | Buy | 93,500 | $10.69 | $999.5K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Northern TrustSCHEDULE 13G/A, 3 filings Nov 13, 2023 to Feb 17, 202638
- Capital International InvestorsSCHEDULE 13G/A, 2 filings May 13, 2025 to Nov 13, 202539
- KELLOGG W K FOUNDATION TRUSTSCHEDULE 13G/A, 3 filings Feb 8, 2024 to Nov 7, 202540
- KEYBANK NATIONAL ASSOCIATION/OHSCHEDULE 13G/A, 2 filings Jan 8, 2024 to Oct 7, 202541
- Gordon GundSCHEDULE 13D/A, 3 filings Feb 9, 2024 to Sep 30, 202542
- S.a R.l. PlatinSCHEDULE 13G, 1 filing Jan 24, 202543
- BlackRockSC 13G/A, 3 filings Jan 8, 2024 to Nov 8, 202444
- VANGUARD GROUP INCSC 13G, 1 filing Feb 13, 202445
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2024 | Gary PilnickChairman, President and Chief Executive Officer | $1.0M | $6.1M46 | |
| 2024 | David McKinstrayChief Financial Officer | $538.5K | $2.1M46 | |
| 2024 | Douglas VanDeVeldeChief Growth Officer | $550.0K | $2.0M46 | |
| 2024 | Sherry BriceChief Supply Chain Officer | $442.3K | $1.4M46 | |
| 2024 | Bruce BrownChief Customer Officer | $455.0K | $1.4M46 | |
| 2023 | Gary PilnickChairman, President and Chief Executive Officer | $844.8K | $9.0M46 | |
| 2023 | Douglas VanDeVeldeChief Growth Officer | $503.8K | $2.4M46 | |
| 2023 | David McKinstrayChief Financial Officer | $404.0K | $2.3M46 | |
| 2023 | Bruce BrownChief Customer Officer | $420.0K | $2.0M46 | |
| 2023 | Sherry BriceChief Supply Chain Officer | $352.3K | $1.8M46 | |
| 2022 | Gary PilnickChairman, President and Chief Executive Officer | $793.0K | $4.0M46 | |
| 2022 | Douglas VanDeVeldeChief Growth Officer | $474.8K | $1.7M46 | |
| 2022 | David McKinstrayChief Financial Officer | $360.4K | $1.4M46 | |
| 2022 | Bruce BrownChief Customer Officer | $396.1K | $1.1M46 | |
| 2022 | Sherry BriceChief Supply Chain Officer | $323.8K | $824.7K46 |
SEC filer profile
How WK Kellogg Co is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARWK Kellogg Co1
- CIK0001959348
- Employer ID (EIN)92-12431734
- Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
- Incorporated inDelaware4
- Fiscal year endsJanuary 31
- Industry code (SIC)2040 Grain Mill Products1
- SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
- Business addressOne Kellogg Square, Battle Creek, MI 490171
- Phone269-961-20001
- Shares outstanding86,416,394 as of Jul 30, 20257
- Public float$1.4B as of Jun 28, 20244
- AuditorPricewaterhouseCoopers LLP, Detroit, Michigan PCAOB ID 238; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceFeb 10, 20231
- Filings304 in all: 4 (189), 8-K (19), 3 (17), DEFA14A (11), 10-Q (6), SC 13G (6), UPLOAD (6), CORRESP (5)1
All 32 form types
SCHEDULE 13G/A (5), 10-12B/A (4), 11-K (4), S-8 (3), S-8 POS (3), SC 13G/A (3), 10-K (2), ARS (2), DEF 14A (2), DRSLTR (2), SCHEDULE 13G (2), 10-12B (1), 10-K/A (1), 10-Q/A (1), 15-12G (1), 25-NSE (1), CERT (1), DEFM14A (1), DRS (1), DRS/A (1), PREM14A (1), SCHEDULE 13D (1), SCHEDULE 13D/A (1), SEC STAFF ACTION (1)
- Latest filingsAnnual report (10-K) Feb 25, 2025
Quarterly report (10-Q) Aug 7, 2025
Proxy statement (DEF 14A) Mar 12, 2025
Latest 8-K (8-K) Sep 26, 2025
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock par value, $.0001 per share | KLG | New York Stock Exchange |
From the cover page of the 10-K filed Feb 25, 2025 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks WK Kellogg Co names in Item 1A of its 10-K filed Feb 25, 2025: 44 risks under these headings, as written.4
- Risks Related to Our Business
- Risks Related to Our Operations
- Risks Related to Our Industry
- Risks Related to Regulations and Litigation
- Risks Related to Our Intellectual Property and Technology
- Risks Related to the Spin-Off
- Risks Related to Our Common Stock
- General Risk Factors
- A decline in demand for ready-to-eat cereals could adversely affect our financial performance.
- Our results may be negatively impacted if consumers do not maintain their favorable perception of our brands or company.
- Business disruptions have had and could in the future have an adverse effect on our business, financial condition and results of operations.
- We may not achieve our growth targets, including revenue and profit growth targets and cash targets, and we may not realize the benefits we expect from revenue growth management.
The other 40 risks
- When pursuing strategic acquisitions, alliances, divestitures or joint ventures or seeking organic growth opportunities, we may not be able to successfully consummate favorable transactions, integrate acquired businesses or achieve the anticipated benefits of organic growth investments.
- Material disruptions at one of our facilities could have a material adverse effect on our business, operating results and financial condition.
- We may not be able to attract, develop and retain the skilled people we need to support our business.
- A shortage in the labor pool, failure to successfully negotiate collectively bargained agreements, or other general inflationary pressures or changes in applicable laws and regulations could increase labor cost, which could have a material adverse effect on our operating results or financial condition.
- Our post-retirement benefit-related costs and funding requirements could increase as a result of volatility in the financial markets, changes in interest rates and actuarial assumptions.
- Our inability to obtain sufficient capital would constrain our ability to grow our business and to increase our revenues.
- An impairment of the carrying value of goodwill or other acquired intangibles could negatively affect our operating results and net worth.
- Our results may be materially and adversely impacted as a result of increases in the price of raw materials, including agricultural commodities, packaging, fuel and labor including as a result of geopolitical, economic, trade policies and regulations and market conditions.
- Our results may be adversely affected by increases in transportation costs and reduced availability of or increases in the price of oil or other fuels.
- We operate in the highly competitive food industry, including with respect to retail and shelf space.
- The changing retail environment and the growing presence of alternative retail channels could negatively impact our sales and profits.
- Our financial results and demand for our products are dependent on the successful development of new products and processes.
- Adverse changes in the global climate or extreme weather conditions could adversely affect our business or operations.
- We face risks related to tax matters, including changes in tax rates, disagreements with taxing authorities and imposition of new taxes.
- If our food products become adulterated, misbranded or mislabeled, we might need to recall those items and may experience product liability if consumers are injured or damaged as a result and we face litigation challenges and potential regulatory challenges to how we formulate our foods.
- New and evolving tax, advertising, environmental, licensing, labeling, trade, food quality and safety or other regulations or our inability or failure to comply with new and existing regulations and laws could have a material adverse effect on our financial condition.
- Technology failures, cyber-attacks, privacy breaches or data breaches could disrupt our operations or reputation and negatively impact our business.
- Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brands.
- Certain of our rights to intellectual property used in our business are limited to those of a licensee under the Intellectual Property Agreements.
- If the Contribution and the Distribution were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we could be subject to significant tax liability.
- If the Canadian aspects of the Internal Reorganization were to fail to qualify for tax-deferred treatment for Canadian federal and provincial income tax purposes, then Kellanova’s and/or our Canadian subsidiaries could be subject to significant tax liability.
- We could have an indemnification obligation to Kellanova if the transactions we have undertaken in connection with the Spin-Off do not qualify for non-recognition treatment, which could materially adversely affect our financial condition.
- We have agreed or are subject to numerous restrictions to preserve the non-recognition treatment of the Spin-Off, which may reduce our strategic and operating flexibility.
- We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off.
- We are dependent on Kellanova to perform certain functions for us on a transitional basis and may be unable to establish, on a timely or cost-effective basis, the necessary systems and services to perform such functions ourselves as an independent company.
- Our historical financial statements for periods prior to the Spin-Off are not necessarily representative of the results we would have achieved as an independent, publicly traded company and may not be a reliable indicator of future results.
- While we do not believe that Kellanova has any plan or intention to engage in, or own and operate, a business that competes with our business, Kellanova has a significant understanding of our business and, notwithstanding the non-competition agreement we entered into with Kellanova, there may be opportunities for Kellanova to compete against us.
- Certain of our directors and officers may have actual or potential conflicts of interest because of their Kellanova equity ownership or their former Kellanova positions.
- Provisions in our amended and restated certificate of incorporation and amended and restated bylaws and certain provisions of Delaware law could delay or prevent a change in control of WK Kellogg Co.
- Our amended and restated certificate of incorporation designates Delaware as the exclusive forum for certain litigation that may be initiated by our share owners, which could limit our share owners’ ability to obtain a preferred judicial forum for disputes with us and limit the market price of our common stock.
- Shareowners’ percentage ownership may be diluted in the future.
- Our common stock is subordinate to all of our existing and future indebtedness and any preferred stock, and effectively subordinated to all indebtedness and preferred equity claims against our subsidiaries.
- We cannot assure share owners that the Board will continue to declare dividends in the future.
- We face risks related to our indebtedness, and our leverage may materially and adversely affect our business, financial condition and results of operations.
- We may be unable to increase our debt or raise additional capital in the future on terms favorable to us or our share owners, which could affect our financial health and may decrease our profitability.
- If we fail to maintain effective internal controls, we may not be able to report our financial results accurately or timely or to prevent or detect fraud, which could have a material adverse effect on our business or the market price of our securities.
- We are subject to risks generally associated with companies that operate in certain international markets.
- Potential liabilities and costs from litigation could adversely affect our business.
- There can be no assurance that our insurance will be adequate to offset costs associated with certain events.
- Our operations face foreign currency exchange rate exposure, which could negatively impact our operating results.
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.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1SEC EDGARWK Kellogg Co filings on SEC EDGAR
- 2SEC EDGARWK Kellogg Co filings on SEC EDGAR
- 3
- 4
- 5SEC EDGARWK Kellogg Co 10-K for fiscal 2024
- 6SEC EDGARWK Kellogg Co 10-Q for fiscal 2025
- 7SEC EDGARWK Kellogg Co 10-Q for fiscal 2025
- 8SEC EDGARWK Kellogg Co 10-K for fiscal 2022
- 9
- 10SEC EDGARGary H. Pilnick, President
- 11
- 12
- 13
- 14
- 15SEC EDGARGordon Paulson, Board member
- 16SEC EDGARNorma Barnes-Euresti, Board member
- 17SEC EDGARJulio N. Nemeth, Board member
- 18SEC EDGARMichael Corbo, Board member
- 19SEC EDGARMindy Sherwood, Board member
- 20SEC EDGARR. David Banyard, Board member
- 21SEC EDGARRamon Murguia, Board member
- 22SEC EDGARWendy C. Arlin, Board member
- 23SEC EDGARG. Zachary Gund, Board member
- 24
- 25
- 26SEC EDGARShareholder vote; Other events
- 27SEC EDGAROther events
- 28SEC EDGAROther events
- 29SEC EDGARResults of operations
- 30
- 31
- 32
- 33SEC EDGARResults of operations
- 34SEC EDGAREntered a material agreement
- 35SEC EDGARResults of operations
- 36
- 37
- 38
- 39
- 40
- 41
- 42
- 43
- 44SEC EDGARBlackRock SC 13G/A on WK Kellogg Co
- 45
- 46