Sec Form 4 Filing - PILNICK GARY H @ WK Kellogg Co - 2023-11-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PILNICK GARY H 2. Issuer Name and Ticker or Trading Symbol WK Kellogg Co [ KLG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) ONE KELLOGG SQUARE 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2023 (Street) BATTLE CREEK, MI49016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/13/2023 P 93,500 A $ 10.6855 ( 1 ) 95,442 I Held in Trust for Self Common Stock 3,923 ( 2 ) D Common Stock 74 I By 401(k) Plan Common Stock 318 I Held in Trust by Spouse Common Stock 12,867 I Held in Trusts by Spouse and Children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. T itle and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 3 ) 11/13/2023 A 371,840 ( 4 ) ( 4 ) Common Stock 371,840 $ 0 371,840 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PILNICK GARY H ONE KELLOGG SQUARE BATTLE CREEK, MI49016 X Chief Executive Officer Signatures /s/ Gordon Paulson, Attorney-in-Fact 11/15/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. The shares were purchased in multiple open market transactions at prices ranging from $10.3354 to $10.84 per share, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. ( 2 )The shares of the Issuer's common stock reported as directly owned by the Reporting Person in Column 5 reflects a correction to the Reporting Person's Form 4 filed on October 4, 2023, which inadvertently included 1,942 shares indirectly held by the Reporting Person within the number of shares directly held by the Reporting Person on such Form. ( 3 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. ( 4 )The RSUs were granted to the Reporting Person under the WK Kellogg Co 2023 Long-Term Incentive Plan. The RSUs fully vest on November 13, 2026, which is the third anniversary of the grant date, subject to the Reporting Person's continued employment with the Issuer through such date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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