Kellanova SEC Filings

Kellanova (K) reported a director transaction on 11/14/2025. The reporting person acquired 316.04 phantom stock units at $83.06 under the Kellanova Deferred Compensation Plan for Non-Employee Directors. Following the transaction, 23,091.726 derivative units were beneficially owned directly.

Reported indirect common stock holdings include 31,967.854 held in trust (see footnote 1), 9,200 in a family trust (footnote 2), 34,296 in a trust including the reporting person (footnote 3), and 1,409,000 in family partnerships (footnote 4). Footnotes state beneficial ownership is disclaimed except to the extent of pecuniary interest, and phantom units are valued and paid in stock at retirement.

W.K. Kellogg Foundation Trust and W.K. Kellogg Foundation filed Amendment No. 49 to Schedule 13G reporting their beneficial ownership in Kellanova (K).

As of September 30, 2025, they beneficially own 45,097,438 shares of Kellanova common stock, representing 13.0% of the class, based on 347,669,200 shares outstanding as of June 28, 2025 as cited from the company’s Form 10‑Q. The filing lists shared voting power over 45,097,438 shares and shared dispositive power over 45,097,438 shares, with no sole voting or dispositive power.

The Trust’s current individual trustees are Steven A. Cahillane, La June Montgomery Tabron, and Richard M. Tsoumas. Under the Trust agreement, if trustees cannot reach a majority decision (including the corporate trustee), the Foundation may direct the vote, and it can approve successor trustees and remove trustees subject to limits; therefore, the Foundation may be deemed to beneficially own the shares.

Kellanova reported a steady quarter with modest top-line growth and lower earnings. Net sales were $3.26 billion versus $3.23 billion a year ago, while operating profit was $452 million versus $456 million. Net income attributable to Kellanova was $309 million, down from $367 million, and diluted EPS was $0.88 versus $1.05. Year‑to‑date, net sales were $9.55 billion versus $9.63 billion, with net income of $912 million versus $978 million.

Cash from operations was $788 million year‑to‑date, down from $1.29 billion, reflecting working capital and pension items. Cash ended at $240 million (from $694 million). Long‑term debt declined to $4.34 billion from $4.998 billion; the company repaid €600 million notes in March using commercial paper and operating cash. Accounts receivable monetization programs had $762 million outstanding at quarter‑end. The company declared a quarterly dividend of $0.58 per share; no share repurchases were made, with $1.3 billion remaining authorized.

The proposed merger with an affiliate of Mars contemplates $83.50 per share in cash, subject to EC antitrust approval; all other required approvals have been obtained. Termination provisions include a $1.25 billion fee payable by the acquiror in specified regulatory failure scenarios and an $800 million fee payable by the company in other specified circumstances.

Kellanova furnished an 8‑K under Item 2.02 announcing it issued a press release with financial results for the period ended September 27, 2025. The press release is attached as Exhibit 99.1. The company states this information is furnished and not deemed “filed” under Section 18 of the Exchange Act, and is not incorporated by reference except as specifically stated.

The W.K. Kellogg Foundation Trust reported a sale of 114,599 shares of Kellanova common stock on 08/28/2025 at a price of $79.5546 per share, reducing the Trust's reported position to 45,097,438 shares. The filing identifies the Trust as a reporting person with director status and a 10% owner. The Form 4 states the sales were executed pursuant to trading instructions given May 7, 2024 that are intended to comply with Rule 10b5-1(c). The filing lists LaJune Montgomery Tabron, Steve Cahillane, Richard M. Tsoumas and The Northern Trust Company as Trustees and the W.K. Kellogg Foundation as sole beneficiary.

The W.K. Kellogg Foundation Trust, listed as a director and >10% owner of Kellanova (K), reported a sale of 114,583 shares of Kellanova common stock on 08/21/2025 at a reported price of $79.982 per share. After the sale the Trust beneficially owned 45,212,037 shares. The filing states the sales were made pursuant to trading instructions given by the Trust on May 7, 2024 intended to comply with Rule 10b5-1(c). The Form 4 is signed by Craig R. Carberry, as corporate trustee representative.

Renwick John, Acting Chief Financial Officer of Kellanova (K), reported insider transactions dated 08/18/2025. 6,504 restricted stock units vested and converted into 6,504 shares at a $0 per-share issuance value. On the same date, he disposed of 2,869 shares at $80.02 per share. After these transactions, his direct beneficial ownership is reported as 61,970.6849 shares and he also holds 3,808.213 shares indirectly through a 401(k) profit sharing plan. The Form 4 was signed by an attorney-in-fact on 08/19/2025. The filing discloses share vesting, a contemporaneous sale, and the resulting direct and indirect holdings.

Todd W. Haigh, Chief Legal Officer of Kellanova (K), reported multiple transactions on 08/15/2025. He received 5,803 restricted stock units that convert one-for-one into Kellanova common shares and were recorded at $0 per unit as compensation. On the same date he also disposed of 2,351 common shares at a price of $80.19, reducing his direct holdings from 33,990.1254 shares to 31,639.1254 shares. The filing notes an additional 100 shares held in a 401(k)/profit sharing plan and 349.64 shares in his parent's IRA for which he disclaims beneficial ownership.

Gund G. Zachary, a director of Kellanova (K), filed a Form 4 reporting transactions dated 08/15/2025. The filing shows an acquisition of 327.82 phantom stock units under the Kellanova Deferred Compensation Plan for Non-Employee Directors, with a reported unit price of $79.92. After the transaction, the filing reports 22,775.686 shares beneficially owned directly. The report also discloses multiple indirect holdings held in trusts and family partnerships (31,967.854; 9,200; 34,296; and 1,409,000 shares), each accompanied by disclaimers that the reporting person disclaims beneficial ownership except to the extent of pecuniary interest. The phantom units are payable in stock at the reporting person’s retirement per plan terms.