Material Event (Form 8-K)

As previously reported, on July 10, 2025, WK Kellogg Co, a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Ferrero International S.A., a Luxembourg public limited company ("Parent"), and Frosty Merger Sub, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent ("Merger Sub"). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned indirect subsidiary of Parent (the "Merger").

Under the terms of the Merger Agreement, the completion of the Merger is conditioned on certain conditions, including (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of the Company's common stock at a meeting of Company shareowners (currently scheduled to be held on September 19, 2025), (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), and (iii) other customary closing conditions for a transaction of this type.

On September 4, 2025, the U.S. Federal Trade Commission granted early termination of the waiting period under the HSR Act with respect to the Merger, and as of September 11, 2025, all other regulatory approvals and clearances required to complete the Merger had been obtained.

Subject to approval by WK Kellogg Co shareowners and the satisfaction or waiver of the remaining closing conditions under the Merger Agreement, the Merger is currently expected to close by the end of September 2025; however, the exact timing of the completion of the Merger cannot be predicted with any certainty.