Cover Page - USD ($) $ in Billions |
12 Months Ended | ||
|---|---|---|---|
Dec. 28, 2024 |
Jul. 30, 2025 |
Jun. 28, 2024 |
|
| Cover [Abstract] | |||
| Document Type | 10-K/A | ||
| Document Annual Report | true | ||
| Document Period End Date | Dec. 28, 2024 | ||
| Document Transition Report | false | ||
| Entity File Number | 1-41755 | ||
| Entity Registrant Name | WK Kellogg Co | ||
| Entity Incorporation, State or Country Code | DE | ||
| Entity Tax Identification Number | 92-1243173 | ||
| Entity Address, Address Line One | One Kellogg Square | ||
| Entity Address, City or Town | Battle Creek | ||
| Entity Address, State or Province | MI | ||
| Entity Address, Postal Zip Code | 49016-3599 | ||
| City Area Code | 269 | ||
| Local Phone Number | 401-3000 | ||
| Title of 12(b) Security | Common Stock par value, $.0001 per share | ||
| Trading Symbol | KLG | ||
| Security Exchange Name | NYSE | ||
| Entity Well-known Seasoned Issuer | No | ||
| Entity Voluntary Filers | No | ||
| Entity Current Reporting Status | Yes | ||
| Entity Interactive Data Current | Yes | ||
| Entity Filer Category | Large Accelerated Filer | ||
| Entity Small Business | false | ||
| Entity Emerging Growth Company | false | ||
| ICFR Auditor Attestation Flag | false | ||
| Document Financial Statement Error Correction | false | ||
| Entity Shell Company | false | ||
| Entity Public Float | $ 1.4 | ||
| Entity Common Stock, Shares Outstanding | 86,416,394 | ||
| Amendment Flag | true | ||
| Document Fiscal Period Focus | FY | ||
| Document Fiscal Year Focus | 2024 | ||
| Entity Central Index Key | 0001959348 | ||
| Current Fiscal Year End Date | --12-28 | ||
| Amendment Description | This Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) amends and restates certain items in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024, initially filed with the Securities and Exchange Commission (the "SEC") on February 25, 2025 (the "Original Form 10-K"). In this Form 10-K/A, the Company is restating its previously issued audited consolidated financial statements as of and for the fiscal years 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, as further described below.In addition, the Company intends to file an amendment to its Quarterly Report on Form 10-Q for the quarter ended March 29, 2025, originally filed with the SEC on May 6, 2025. 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-K/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 FilingThis Form 10-K/A amends and restates the following items of the Original Form 10-K:•Part I – Item 1A. Risk Factors.•Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.•Part II – Item 8. Financial Statements and Supplementary Data•Part II – Item 9A. Controls and Procedures.•Part IV – Item 15. Exhibits and Financial Statement Schedules.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-K/A as Exhibits 31.1, 31.2, 32.1 and 32.2, and an updated Consent of Independent Registered Public Accounting Firm is being filed as Exhibit 23.01. This Form 10-K/A also includes an updated Report of Independent Registered Public Accounting Firm and updated signature page.This Form 10-K/A includes only those items and exhibits to the Original Form 10-K 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-K/A should be read in conjunction with the Original Form 10-K and our filings with the SEC subsequent to the Original Form 10-K, together with any amendments to those filings.Except as otherwise provided, the disclosures in this Form 10-K/A are made as of the date of the Original Form 10-K and do not reflect any events that occurred after the date of the Original Form 10-K or modify or update any other disclosures in the Original Form 10-K affected by subsequent events. As such, forward-looking statements included in this Form 10-K/A may represent management’s views as of the date of the Original Form 10-K and should not be assumed to be accurate as of any date thereafter. Restatement BackgroundAs 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, 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 is correcting 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, notes payable and accounts payable misclassifications. Therefore management is restating for the Error and immaterial items in the accompanying consolidated financial statements for the year ended December 28, 2024 and revising for the Error in the accompanying financial statements for the year ended December 30, 2023.As a result, (i) the audited consolidated financial statements of the Company as of and for the fiscal year ended December 28, 2024, included in the Original Form 10-K and (ii) 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, are being restated.Internal Control ConsiderationsThe 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 internal control over financial reporting was not effective as of December 28, 2024, and the Company’s disclosure controls and procedures were not effective as of December 28, 2024, March 29, 2025, and June 28, 2025. See Part II – Item 9A. Controls and Procedures, in this Form 10-K/A for additional information related to this material weakness in internal control over financial reporting and the planned remedial measures. |