WK Kellogg Co (KLG) investor relations material

Executive summary

• Entered into a definitive merger agreement with Ferrero International S.A. for $23.00 per share in cash, pending shareholder and regulatory approval, with closing expected in the second half of 2025.

• Reported net sales of $613 million for Q2 2025, down 8.8% year-over-year; year-to-date net sales were $1,276 million, down 7.5%.

• Net income for Q2 2025 was $8 million (1.3% margin), a 78% decrease year-over-year; year-to-date net income was $29 million, down 59%.

• Announced major supply chain restructuring, including closure of the Omaha plant and scale-back at Memphis, with expected charges of $230–$270 million through 2027.

• Restated prior period financials due to inventory and cash misclassifications originating from the 2023 spin-off, with no cash impact.

Financial highlights

• Q2 2025 gross profit was $166 million (27.2% margin), down from $202 million (30.1%) in Q2 2024; year-to-date gross margin fell 140 bps to 28.2%.

• Adjusted EBITDA for Q2 2025 was $57 million (9.4% margin), down from $83 million (12.4%) in Q2 2024; year-to-date adjusted EBITDA was $134 million, down 18%.

• Free cash flow for year-to-date 2025 was $(108) million, compared to $(10) million in 2024, reflecting higher capital expenditures.

• Selling, general & administrative expenses decreased 4% in Q2 2025 to $143 million, mainly due to lower advertising and promotion.

• Operating cash flow for the first half of 2025 was $16 million, down from $37 million in the prior year, mainly due to lower net income and changes in receivables.

Outlook and guidance

• Expects merger with Ferrero to close in the second half of 2025, subject to approvals.

• Full-year 2025 financial guidance suspended due to pending acquisition; no earnings call will be held.

• Ongoing restructuring expected to result in cumulative pre-tax charges of $230–$270 million through 2027, with $30–$40 million in cash costs for severance and transition.

• Management anticipates near-term increased indebtedness to fund capital projects, followed by debt reduction to enhance financial flexibility.