klg-20250329

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-41755

WK Kellogg Co

(Exact name of registrant as specified in its charter)

Delaware

92-1243173

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

One Kellogg Square,

Battle Creek

Michigan

49016-3599

(Address of principal executive offices)

(Zip Code)

269-401-3000

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.0001 par value per share	KLG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of July 30, 2025, 86,416,394 shares of the registrant's common stock were outstanding

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Unless otherwise specified or indicated by the context, references herein to the “Company,” “we,” “us” and “our” refer to WK Kellogg Co and its subsidiaries.

Explanatory Note

This Amendment No. 1 on Form 10-Q/A (the “Form 10-Q/A”) amends and restates certain items in our Quarterly Report on Form 10-Q for the quarter ended March 29, 2025, initially filed with the Securities and Exchange Commission on May 6, 2025 (the "Original Form 10-Q").

In this Form 10-Q/A, the Company is restating its previously issued unaudited consolidated financial statements for the quarter ended March 29, 2025, as further described below.

In addition, the Company filed Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 28, 2024 with the SEC on August 7, 2025 to restate its previously issued audited consolidated financial statements as of and for the fiscal year ended December 28, 2024 as well as the related unaudited quarterly financial information for each of the fiscal quarters ended March 30, 2024, June 29, 2024, and September 28, 2024.

The Company does not intend to amend any other reports previously filed with the SEC. Accordingly, investors and other readers should rely only on the financial information and related disclosures regarding the periods described above (the “Affected Periods”) in this Form 10-Q/A and in any other future filings with the SEC (as applicable) and should not rely on any previously furnished or filed reports, press releases, investor presentations or similar communications relating to the Affected Periods.

Items Amended in this Filing

This Form 10-Q/A amends and restates the following items of the Original Form 10-Q:

•Part I – Item 1. Financial Statements

•Part I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

•Part I – Item 4. Controls and Procedures.

•Part II – Item 6. Exhibits.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications specified in Rule 13a-14 under the Exchange Act from the Company’s Chief Executive Officer and its Chief Financial Officer, dated as of the date hereof, are being filed or furnished, as applicable, with this Form 10-Q/A as Exhibits 31.1, 31.2, 32.1 and 32.2. This Form 10-Q/A also includes an updated signature page.

This Form 10-Q/A includes only those items and exhibits to the Original Form 10-Q that are being amended and restated in connection with the matters described herein, and unaffected items and exhibits are not included herein. This Form 10-Q/A should be read in conjunction with the Original Form 10-Q and our filings with the SEC subsequent to the Original Form 10-Q, together with any amendments to those filings.

Except as otherwise provided, the disclosures in this Form 10-Q/A are made as of the date of the Original Form 10-Q and do not reflect any events that occurred after the date of the Original Form 10-Q or modify or update any other disclosures in the Original Form 10-Q affected by subsequent events. As such, forward-looking statements included in this Form 10-Q/A may represent management’s views as of the date of the Original Form 10-Q and should not be assumed to be accurate as of any date thereafter.

Restatement Background

As described in the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2025, while preparing its second quarter 2025 consolidated financial statements, the Company identified an error in the Company’s historical consolidated financial statements for the quarter and year-to-date periods ended December 30, 2023, March 30, 2024, June 29, 2024, September 28, 2024 and December 28, 2024, that caused understatements of Inventory,

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overstatements of Cost of goods sold, and corresponding Income tax impacts to the resulting increase in net income (the “Error”). The Company determined that the Error originated from discrete reporting processes established at the time of the spin-off from Kellanova and related to inventory adjustments that inadvertently double-counted certain manufacturing expenses. The Error had no cash impact and no impact on manufacturing operations.

As a result, the audited consolidated financial statements of the Company as of and for the fiscal year ended December 28, 2024, included in the Annual Report on Form 10-K for the year ended December 28, 2024 filed with the SEC on February 25, 2025 and the unaudited consolidated financial statements of the Company as of and for each of the fiscal quarters ended March 30, 2024, June 29, 2024 and September 28, 2024, included in the Company’s Quarterly Reports on Form 10-Q filed with the SEC on May 7, 2024, August 6, 2024 and November 7, 2024, respectively, were restated on Amendment No. 1 to its Annual Report on Form 10-K filed with the SEC on August 7, 2025. Additionally, the Company corrected certain items that were previously identified and concluded as immaterial, individually and in the aggregate, to its consolidated financial statements as of and for the fiscal year ended December 28, 2024. These items primarily relate to cash, accounts payable and notes payable misclassifications. Further, the Company is restating the unaudited consolidated financial statements of the Company for the quarter ended March 29, 2025 on this Form 10-Q/A.

Internal Control Considerations

The Error and the related restatements were the result of a material weakness in the Company’s internal control over financial reporting. As a result, management has concluded that the Company’s disclosure controls and procedures were not effective as of March 29, 2025. See Part I – Item 4. Controls and Procedures, in this Form 10-Q/A for additional information related to this material weakness in internal control over financial reporting and the related remedial measures.

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WK KELLOGG CO

INDEX


			Page
PART I — Financial Information
Item 1:
Financial Statements
Unaudited Consolidated Balance Sheet — March 29, 2025 and December 28, 2024			3
Unaudited Consolidated Statement of Income — quarters ended March 29, 2025 and March 30, 2024			4
Unaudited Consolidated Statement of Comprehensive Income – quarters ended March 29, 2025 and March 30, 2024			5
Unaudited Consolidated Statement of Equity — quarters ended March 29, 2025 and March 30, 2024			6
Unaudited Consolidated Statement of Cash Flows — quarters ended March 29, 2025 and March 30, 2024			7
Notes to Unaudited Consolidated Financial Statements			8
Item 2:
Management’s Discussion and Analysis of Financial Condition and Results of Operations			20


Item 4:
Controls and Procedures			29
PART II — Other Information








Item 6:
Exhibits			30
Signatures			31

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Part I – FINANCIAL INFORMATION

Item 1. Financial Statements.

WK KELLOGG CO

CONSOLIDATED BALANCE SHEET (Unaudited)

(millions, except per share data)


	March 29, 2025		December 28, 2024
	(As Restated)
Current assets
Cash and cash equivalents	$	27	$	47
Accounts receivable, net	231		199
Inventories	389		367
Other current assets	23		27
Total current assets	670		640
Property, net	799		786
Operating lease right-of-use assets	120		113
Goodwill	53		53
Other intangibles	57		57
Postretirement plan assets	308		301
Other assets	27		33
Total assets	$	2,034	$	1,983
Current liabilities
Notes payable	$	69	$	51
Current maturities of long-term debt	26		24
Accounts payable	527		520
Accrued advertising and promotion	89		98
Accrued salaries and wages	31		61
Other current liabilities	98		97
Total current liabilities	840		851
Long-term debt	502		460
Long-term operating lease obligations	99		95
Deferred income taxes	83		83
Pension liability	125		124

Other liabilities	44		42
Commitments and contingencies (Note 12)
Equity
Common stock, $0.0001 par value, 1,000,000,000 shares authorized Issued: 86,148,263 shares as of March 29, 2025 and 86,101,154 shares as of December 28, 2024	—		—
Capital in excess of par value	353		343
Retained earnings	33		27

Accumulated other comprehensive loss	(45)		(42)


Total equity	341		328
Total liabilities and equity	$	2,034	$	1,983

See accompanying Notes to Unaudited Consolidated Financial Statements.

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WK KELLOGG CO

CONSOLIDATED STATEMENT OF INCOME (Unaudited)

(millions, except per share data)


	Quarter ended
	March 29, 2025		March 30, 2024
	(As Restated)		(As Restated)
Net sales	$	663	$	707
Cost of goods sold	470		502
Selling, general and administrative expense	155		157
Restructuring costs	14		—
Operating profit	24		48
Interest expense	3		8
Other income (expense), net	5		6
Income before income taxes	26		46
Income taxes (benefit)	5		12
Net income	$	21	$	34


Per share amounts:
Basic earnings	$	0.25	$	0.40
Diluted earnings	0.24		0.39

Average shares outstanding:
Basic	86		86
Diluted	88		87

See accompanying Notes to Unaudited Consolidated Financial Statements.

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WK KELLOGG CO

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)

(millions)

(As Restated)


	Quarter ended
	March 29, 2025
	Pre-tax amount		Tax (expense) benefit		After-tax amount
Net income (loss) (As Restated)	$	26	$	(5)	$	21
Other comprehensive income (loss):
Foreign currency translation adjustments:
Foreign currency translation adjustments during this period	—		—		—


Cash flow hedges:
Net deferred gain (loss) on cash flow hedges arising during this period	(4)		1		(3)
Reclassification to interest expense	1		—		1
Postretirement and postemployment benefits:


Reclassification to net income:

Prior service cost	(1)		—		(1)




Comprehensive income (loss) (As Restated)	$	22	$	(4)	$	18




	Quarter ended
	March 30, 2024
	Pre-tax amount		Tax (expense) benefit		After-tax amount
Net income (loss) (As Restated)	$	46	$	(12)	$	34
Other comprehensive income (loss):
Foreign currency translation adjustments:
Foreign currency translation adjustments during this period	(3)		1		(2)





Postretirement and postemployment benefits:


Reclassification to net income:

Prior service cost	(1)		—		(1)




Comprehensive income (As Restated)	$	42	$	(11)	$	31

See accompanying Notes to Unaudited Consolidated Financial Statements.

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WK KELLOGG CO

CONSOLIDATED STATEMENT OF EQUITY (Unaudited)

(millions)

(As Restated)


	Quarter ended March 29, 2025
	(As Restated)
	Common stock			Capital in excess of par value		Retained earnings		Accumulated other comprehensive income (loss)			Total equity
(unaudited)	shares	amount
Balance, December 28, 2024	86	$	—	$	343	$	27		$	(42)		$	328

Net income	—	—		—		21			—			21


Spin-Off related adjustment	—	—		4		—			—			4
Dividends declared ($0.165 per share)	—	—		—		(14)			—			(14)

Other comprehensive income (loss)	—	—		—		—			(3)			(3)
Stock compensation	—	—		5		(1)			—			4

Share issuance	—	—		1		—			—			1

Balance, Balance, March 29, 2025	86	$	—	$	353	$	33		$	(45)		$	341


	Quarter ended March 30, 2024
	(As Restated)
	Common stock			Capital in excess of par value		Retained earnings		Accumulated other comprehensive income (loss)			Total equity
(unaudited)	shares	amount
Balance, December 29, 2023	86	$	—	$	327	$	3		$	(28)		$	302

Net income	—	—		—		34			—			34
Dividends declared ($0.16 per share)	—	—		—		(14)						(14)


Other comprehensive income (loss)	—	—		—		—			(4)			(4)

Stock compensation	—	—		1		—			—			1
Share issuance	—	—		1		—			—			1
Balance, Balance, March 30, 2024	86	$	—	$	329	$	23		$	(32)		$	320

See accompanying Notes to Unaudited Consolidated Financial Statements.

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WK KELLOGG CO

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(millions)


	Year-to-date period ended
	March 29, 2025		March 30, 2024
	(As Restated)		(As Restated)
Operating activities
Net income	$	21	$	34
Adjustments to reconcile net income to operating cash flows:
Depreciation and amortization	22		19
Pension and postretirement plan benefit	(8)		(9)
Deferred income taxes	2		1
Stock compensation	5		1

Restructuring costs	13		—
Other	—		3
Pension plan contributions	—		(3)
Changes in operating assets and liabilities:
Trade receivables	(17)		2
Inventories	(22)		14
Accounts payable	22		(5)

Income taxes payable	3		5
Accrued advertising and promotion	(9)		(11)
Accrued salaries and wages	(31)		(21)
All other assets and liabilities	(10)		(20)

Net cash provided by (used in) operating activities	(9)		10
Investing activities
Additions to properties	(60)		(9)












Net cash provided by (used in) investing activities	(60)		(9)
Financing activities
Proceeds from borrowings under the Credit Agreement	50		—
Repayment of borrowings under the Credit Agreement	(6)		(3)

Issuances of notes payable, with maturities greater than 90 days	94		—
Reductions of notes payables, with maturities greater than 90 days	(75)		—
Net reduction of notes payable, with maturities less than or equal to 90 days	(1)		(2)
Issuances of common stock	1		1


Dividends paid	(14)		(14)



Net cash provided by (used in) financing activities	49		(18)
Effect of exchange rate changes on cash and cash equivalents	—		—
Increase (decrease) in cash and cash equivalents	(20)		(17)
Cash and cash equivalents at beginning of period	47		88
Cash and cash equivalents at end of period	$	27	$	71

Supplemental cash flow disclosures of non-cash investing activities:
Additions to properties included in accounts payable	$	39	$	20
Supplemental cash flow disclosures of non-cash financing activities:
Operating lease liabilities arising from obtaining right of use assets	$	18	$	36

See accompanying Notes to Unaudited Consolidated Financial Statements.

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Notes to Unaudited Consolidated Financial Statements

for the quarter ended March 29, 2025 (unaudited)

Note 1 Accounting policies

Basis of presentation

The accompanying Unaudited Consolidated Financial Statements reflect the results of operations, financial position and cash flows of the Company prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The unaudited interim financial information of the Company included in this report reflects all adjustments, all of which are of a normal and recurring nature, that management believes are necessary for a fair statement of the results of operations, comprehensive income, financial position, equity and cash flows for the periods presented. This interim information should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes included within the 2024 Annual Report on Form 10-K ("2024 Annual Report").

The balance sheet information at December 28, 2024 was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the quarter ended March 29, 2025 are not necessarily indicative of the results to be expected for other interim periods or the full year.

On October 2, 2023 ("Spin-Off Date"), Kellanova (formerly known as Kellogg Company) completed the spin-off (the "Spin-Off") of its North American cereal business, resulting in a new independent public company, WK Kellogg Co (the "Company"). Prior to the Spin-Off, the Company historically operated as part of Kellanova.

In connection with the Spin-Off, the Company entered into several agreements with Kellanova that govern the relationship of the parties following the Spin-Off and allocate between WK Kellogg Co and Kellanova various assets, liabilities, and obligations, including, among other things, employee benefits, intellectual property, and tax related assets and liabilities. The agreements included a Separation and Distribution Agreement, Employee Matters Agreement, Supply Agreement, Master Ownership and License Agreements regarding Patents, Trademarks and Certain Related Intellectual Property, Tax Matters Agreement and Transition Services Agreement.

Restatement of Previously Issued Consolidated Financial Statements

While preparing its second quarter 2025 consolidated financial statements, the Company identified an error in the Company’s historical consolidated financial statements for the quarter and year-to-date periods ended December 30, 2023, March 30, 2024, June 29, 2024, September 28, 2024 and December 28, 2024, that caused understatements of Inventory, overstatements of Cost of goods sold, and corresponding Income tax impacts to the resulting increase in net income (the “Error”). The Company determined that the Error originated from discrete reporting processes established at the time of the spin-off from Kellanova and related to inventory adjustments that inadvertently double-counted certain manufacturing expenses. The Error had no cash impact and no impact on manufacturing operations.

Additionally, the Company corrected certain items that were previously identified and concluded as immaterial, individually and in the aggregate, to its consolidated financial statements as of and for the fiscal year ended December 28, 2024. These items primarily relate to cash, accounts payable and notes payable misclassifications. These items impact cash amounts reflected on the consolidated balance sheet, and therefore impact net cash provided by (used in) operating activities and net cash provided by (used in) financing activities within the consolidated statement of cash flows for each respective period. As a result, the Company is restating the unaudited consolidated financial statements of the Company for the fiscal quarter ended March 29, 2025 and March 30, 2024.

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The effects of the restatements on the Consolidated Balance Sheet as of March 29, 2025 are as follows:



(millions)	As Reported		Adjustment		As Restated

Inventories	$	371	$	18	$	389
Total current assets	652		18		670

Total assets	2,016		18		2,034


Other current liabilities	94		4		98
Total current liabilities	836		4		840

Retained earnings	19		14		33
Total equity	327		14		341
Total liabilities and equity	2,016		18		2,034

Note: The Company's Consolidated Statements of Equity were also affected by the restated retained earnings amounts for the period presented above.

The effects of the restatements on the Consolidated Balance Sheet as of March 30, 2024 are as follows:



(millions)	As Reported		Adjustment		As Restated
Cash	$	70	$	1	$	71
Inventories	328		5		333
Total current assets	664		6		670

Total assets	1,888		6		1,894
Notes payable	2		1		3

Other current liabilities	90		2		92
Total current liabilities	789		3		792

Retained earnings	20		3		23
Total equity	317		3		320
Total liabilities and equity	1,888		6		1,894

Note: Please refer to discussion in preceding paragraphs regarding adjustments to cash and notes payable unrelated to the Error.

The effects of the restatements on the Consolidated Statement of Income and the Consolidated Statement of Comprehensive Income for the quarter ended March 29, 2025 are as follows:



(millions, except per share data)	As Reported		Adjustment		As Restated
Cost of goods sold	$	474	$	(4)	$	470
Operating profit

Amendment: SEC Form 10-Q/A filed by WK Kellogg Co