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Monster Beverage Corporation (MNST) Form 4 鈥� insider activity dated 07/10/2025

Director Jeanne P. Jackson was credited with 375 Deferred Stock Units (DSUs) on 07/08/2025 under the company鈥檚 Deferred Compensation Plan at a reference price of $61.59. After the transaction, Jackson beneficially owns 34,275 DSUs and 2,748 Restricted Stock Units (RSUs).

The RSUs will vest 100% on the last business day before the 2026 annual meeting, contingent on continued board service. No dispositions or non-derivative share transactions were reported, indicating a modest increase in insider ownership and no selling pressure.

Ferrero International to acquire WK Kellogg Co (NYSE: KLG) in an all-cash merger valued at $23.00 per share. On 10 July 2025 the companies signed a definitive Agreement and Plan of Merger under which Frosty Merger Sub, a wholly-owned subsidiary of Ferrero, will merge with and into WK Kellogg Co; the cereal maker will survive as a wholly-owned indirect subsidiary of Ferrero.

Consideration & capital structure

• Each outstanding share of KLG common stock (other than treasury shares or dissenting shares) will be converted into the right to receive $23.00 in cash (the 鈥淧er Share Price鈥�).
• Treasury shares and shares already owned by Ferrero will be cancelled with no consideration.
• Equity awards convert to cash: vested RSUs paid out at closing; unvested RSUs/PSUs become cash-settled awards that pay on the original vesting/performance schedule; DSUs paid in cash on their original distribution dates, all calculated at $23.00 per underlying share.

Key closing conditions

• Approval by holders of a majority of outstanding KLG shares (voting agreements executed with the W.K. Kellogg Foundation Trust and Gund family entities support the deal).
• Expiration or termination of the HSR waiting period plus other required regulatory and tax opinions.
• No Company Material Adverse Effect and no legal restraint prohibiting the transaction.
• Ferrero鈥檚 obligation to close is not conditioned on financing.

Termination provisions

• Outside date: 10 Jan 2026, automatically extended to 10 Jul 2026 for antitrust clearances.
• KLG may terminate for a Superior Proposal prior to shareholder approval; doing so requires a $73.54 million break-up fee.
• Ferrero must pay KLG $105.06 million if the merger fails to close because of certain antitrust impediments by the termination date.

Additional disclosures

• A joint press release (Exhibit 99.1) furnished under Items 2.02 and 7.01 contains preliminary Q2-25 net sales and adjusted EBITDA figures (exact numbers not included in this filing extract).
• The company has agreed to customary operating and 鈥渘o-shop鈥� covenants during the interim period.

The board of WK Kellogg Co has unanimously approved the transaction and recommends that shareholders vote in favor. A definitive proxy statement will be filed with the SEC; shareholders are urged to read it when available.

WK Kellogg Co (NYSE: KLG) has signed a definitive Agreement and Plan of Merger with Ferrero International S.A. and its wholly-owned subsidiary Frosty Merger Sub, Inc. Under the agreement, Frosty Merger Sub will merge with and into WK Kellogg Co, leaving the Company as a wholly owned, indirect subsidiary of Ferrero.

Cash consideration: At the effective time, each outstanding share of WK Kellogg common stock (other than treasury shares, Parent-owned shares or dissenting shares) will convert into the right to receive $23.00 in cash without interest. Treasury and Parent-owned shares will be cancelled for no consideration.

Treatment of equity awards: 鈥� Vested RSUs convert to cash equal to the share count 脳 $23.00. 鈥� Unvested RSUs and PSUs convert into cash-settled awards paid on their normal vesting schedules (PSUs calculated at 140 % of target). 鈥� Deferred stock units convert into cash, payable pursuant to existing deferral timing.

Board approval & shareholder vote: The Board unanimously approved the deal and will recommend that shareholders adopt the Merger Agreement. Voting Agreements have been executed with the W.K. Kellogg Foundation Trust, Gund Entities and Gund Trusts, committing their shares to vote in favour of the merger.

Closing conditions: 鈥� Majority shareholder approval 鈥� expiration/termination of Hart-Scott-Rodino waiting period 鈥� other regulatory and tax clearances 鈥� no legal restraint or Company Material Adverse Effect. Parent鈥檚 obligation is not conditioned on financing.

Termination rights & fees: Either party may terminate if the deal is not closed by 11:59 p.m. ET 10 Jan 2026 (extendable to 10 Jul 2026 for regulatory reasons) or if other customary conditions fail. WK Kellogg would owe Ferrero $73.54 million in specific circumstances (e.g., acceptance of a Superior Proposal). Ferrero would owe WK Kellogg $105.06 million if the transaction cannot close because of certain antitrust prohibitions.

Pre-closing covenants: WK Kellogg must operate in the ordinary course, adhere to its cap-ex budget, and refrain from soliciting alternative transactions. Parent and WK Kellogg will use reasonable best efforts to secure regulatory approvals.

Preliminary Q2-25 metrics: The joint press release (Exhibit 99.1) furnishes preliminary net sales and adjusted EBITDA for the quarter ended 28 Jun 2025; detailed figures are not included in the filing and are deemed furnished, not filed.

Forward-looking statements & next steps: The Company highlights risks such as regulatory approval, shareholder vote, litigation, and operational disruption. A proxy statement will be filed with the SEC, and shareholders are urged to review it when available.