Cover Page - shares |
3 Months Ended | |
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Mar. 29, 2025 |
Jul. 30, 2025 |
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Cover [Abstract] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 29, 2025 | |
Document Transition Report | false | |
Entity File Number | 001-41755 | |
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, $.0001 par value per share | |
Trading Symbol | KLG | |
Security Exchange Name | NYSE | |
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 | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 86,416,394 | |
Amendment Flag | true | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2025 | |
Entity Central Index Key | 0001959348 | |
Current Fiscal Year End Date | --01-03 | |
Amendment Description | 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 FilingThis 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 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.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 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 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. |