klg-20250628

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 28, 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

Table of Contents

WK KELLOGG CO

INDEX


			Page
PART I — Financial Information
Item 1:
Financial Statements
Unaudited Consolidated Balance Sheet — June 28, 2025 and December 28, 2024			3
Unaudited Consolidated Statement of Income — quarter and year -to -date period s ended June 28, 2025 and June 29, 2024			4
Unaudited Consolidated Statement of Comprehensive Income – quarter and year-to-date period s ended June 28, 2025 and June 29, 2024			5
Unaudited Consolidated Statement of Equity — quarter and year-to-date period s ended June 28, 2025 and June 29, 2024			6
Unaudited Consolidated Statement of Cash Flows — year-to-date period s ended June 28, 2025 and June 29, 2024			8
Notes to Unaudited Consolidated Financial Statements			9
Item 2:
Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3:
Quantitative and Qualitative Disclosures about Market Risk			32
Item 4:
Controls and Procedures			32
PART II — Other Information
Item 1:
Legal Proceedings			34
Item 1A:
Risk Factors			34


Item 5:
Other Information			36
Item 6:
Exhibits			37
Signatures			38

Table of Contents

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements.

WK KELLOGG CO

CONSOLIDATED BALANCE SHEET (Unaudited)

(millions, except per share data)


	June 28, 2025		December 28, 2024
Current assets
Cash and cash equivalents	$	120	$	47
Accounts receivable, net	200		199
Inventories	393		367
Other current assets	29		27
Total current assets	742		640
Property, net	824		786
Operating lease right-of-use assets	116		113
Goodwill	53		53
Other intangibles	57		57
Postretirement plan assets	306		301
Other assets	26		33
Total assets	$	2,124	$	1,983
Current liabilities
Notes payable	$	26	$	51
Current maturities of long-term debt	36		24
Accounts payable	494		520
Accrued advertising and promotion	83		98
Accrued salaries and wages	33		61
Other current liabilities	77		97
Total current liabilities	749		851
Long-term debt	681		460
Long-term operating lease obligations	94		95
Deferred income taxes	81		83
Pension liability	120		124

Other liabilities	54		42
Commitments and contingencies (Note 12)
Equity
Common stock, $0.0001 par value, 1,000,000,000 shares authorized Issued: 86,240,872 shares as of June 28, 2025 and 86,101,154 shares as of December 28, 2024	—		—
Capital in excess of par value	359		343
Retained earnings	26		27

Accumulated other comprehensive loss	(40)		(42)


Total equity	345		328
Total liabilities and equity	$	2,124	$	1,983

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

WK KELLOGG CO

CONSOLIDATED STATEMENT OF INCOME (Unaudited)

(millions, except per share data)


	Quarter ended				Year-to-date period ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
			(As Restated)				(As Restated)
Net sales	$	613	$	672	$	1,276	$	1,379
Cost of goods sold	446		469		916		971
Selling, general and administrative expense	143		149		298		306
Restructuring costs	14		—		28		—
Operating profit (loss)	10		54		34		102
Interest expense	6		8		9		16
Other income, net	7		4		12		10
(Loss) Income before income taxes	11		50		37		96
Income tax expense (benefit)	3		13		8		25
Net income (loss)	$	8	$	37	$	29	$	71


Per share amounts:
Basic earnings (loss)	$	0.09	$	0.43	$	0.34	$	0.82
Diluted earnings (loss)	0.09		0.42		0.33		0.81

Average shares outstanding:
Basic	86		86		86		86
Diluted	88		88		88		87

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

WK KELLOGG CO

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)

(millions)


	Quarter ended						Year-to-date period ended
	June 28, 2025						June 28, 2025
	Pre-tax amount		Tax (expense) benefit		After-tax amount		Pre-tax amount		Tax (expense) benefit		After-tax amount
Net income (loss)	$	11	$	(3)	$	8	$	37	$	(8)	$	29
Other comprehensive income (loss):
Foreign currency translation adjustments:
Foreign currency translation adjustments during this period	8		—		8		8		—		8


Cash flow hedges:
Net deferred gain (loss) on cash flow hedges arising during this period	(2)		—		(2)		(6)		1		(5)
Reclassification to interest expense	—		—		—		1		—		1
Postretirement and postemployment benefits:


Reclassification to net income:

Prior service cost	(2)		1		(1)		(3)		1		(2)




Comprehensive income (loss)	$	15	$	(2)	$	13	$	37	$	(6)	$	31




	Quarter ended						Year-to-date period ended
	June 29, 2024						June 29, 2024
	(As Restated)						(As Restated)
	Pre-tax amount		Tax (expense) benefit		After-tax amount		Pre-tax amount		Tax (expense) benefit		After-tax amount
Net income (loss)	$	50	$	(13)	$	37	$	96	$	(25)	$	71
Other comprehensive income (loss):
Foreign currency translation adjustments:
Foreign currency translation adjustments during this period	(3)		1		(2)		(6)		2		(4)





Postretirement and postemployment benefits:

SEC Form 10-Q filed by WK Kellogg Co