Item 1.01. Entry into a Material Definitive Agreement.

On May 20, 2021, Kellogg Company (the "Company") closed the offering of €300,000,000 of 0.500% Senior Notes due 2029 (the "Notes"). The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company's Registration Statement on Form S-3 (File No. 333-230920) filed on April 17, 2019 (the "Registration Statement").

On May 12, 2021, the Company filed with the Securities and Exchange Commission a Prospectus Supplement, dated May 11, 2021 (the "Prospectus Supplement") in connection with the public offering of the Notes.

The Notes were issued on May 20, 2021 under an indenture, dated as of May 21, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by an Officers' Certificate, dated May 20, 2021 (the "Officers' Certificate").

For a complete description of the terms and conditions of the Notes and the Officers' Certificate, please refer to the Prospectus Supplement and the copy of the Officers' Certificate which is filed with this Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibits 5.1 and 23.1 are filed herewith in connection with the registration of the Notes by the Company pursuant to the Registration Statement.

(d) Exhibits.

Exhibits 5.1 and 23.1 are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Form 8-K.





Exhibit 4.1       Officers' Certificate of Kellogg Company (with form of 0.500%
                Senior Notes due 2029).

Exhibit 5.1       Opinion of Kirkland & Ellis LLP.

Exhibit 23.1      Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).

Exhibit 104     Cover Page Interactive Data File (formatted as inline XBRL).

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