Kellanova SEC Filings

Kellanova submitted a certification on Form 15 to terminate the registration of certain securities under Section 12(g) of the Exchange Act and to suspend its duty to file reports for those securities under Sections 13 and 15(d). The filing covers its common stock with $0.25 par value per share and multiple series of senior notes and debentures with maturities ranging from 2025 to 2054.

Kellanova lists the approximate number of record holders for each class, including 1 holder of its common stock, 0 holders of its 1.250% Senior Notes due 2025, 108 holders of its 3.750% Senior Notes due 2034, and other note and debenture series with between 47 and 84 holders.

Kellanova has been acquired in a cash merger, and the Gund family–related reporting persons now report no remaining ownership. On December 11, 2025, a merger subsidiary combined with Kellanova, leaving Kellanova as a wholly owned subsidiary of the acquiror.

In the merger, each share of Kellanova common stock was automatically cancelled and converted into the right to receive $83.50 per share in cash, without interest. Trading in Kellanova common stock on the New York Stock Exchange was halted before the December 11, 2025 session, and Kellanova requested that the exchange file a Form 25 to delist and deregister the shares, followed by an intended Form 15 filing to terminate its ongoing SEC reporting obligations. As a result of the closing, the reporting persons ceased to beneficially own any Kellanova common stock or more than five percent of the class as of December 11, 2025.

Kellanova insiders reported a major change in their holdings tied to the company’s sale. On December 11, 2025, an affiliate of Mars, Incorporated completed a merger in which a Mars-controlled entity combined with Kellanova, leaving Kellanova as a wholly owned subsidiary. At the merger’s effective time, each share of Kellanova common stock was cancelled and converted into the right to receive $83.50 in cash per share, without interest.

As part of this transaction, the W.K. Kellogg Foundation Trust reported the disposition of 45,097,438 shares of Kellanova common stock at $83.50 per share and now reports owning zero shares. The Trust’s trustees, including representatives from The Northern Trust Company and the W.K. Kellogg Foundation, had voting and investment power over these shares, with the W.K. Kellogg Foundation as sole beneficiary.

Kellanova reported an insider transaction tied to its acquisition by a Mars-affiliated entity. A director’s trust disposed of 19,579.704 shares of common stock at $83.50 per share in cash on 12/11/2025, reflecting the closing of a merger in which Kellanova became a wholly owned subsidiary of Acquiror 10VB8, LLC, an affiliate of Mars, Incorporated. At the merger’s effective time, each outstanding Kellanova common share was cancelled and converted into the right to receive the same $83.50 cash consideration, before any tax withholding.

The filing also notes that deferred stock units (DSUs) held by the reporting person ceased to exist and were converted into a future cash right. That cash amount will be based on the number of shares underlying each DSU multiplied by the $83.50 per-share merger price, plus accrued dividend equivalents, to be paid under Kellanova’s deferred compensation plan for non‑employee directors in accordance with tax rules.

Kellanova filed a Form 4 showing that a director disposed of all reported common shares in connection with its cash merger with an affiliate of Mars, Incorporated. On 12/11/2025, 500 directly held common shares and 14,089.652 common shares held in trust were cancelled and converted into the right to receive $83.50 in cash per share under the merger agreement. After these transactions, the form shows zero shares beneficially owned by the reporting person.

The filing explains that, at the effective time of the merger, each outstanding share of Kellanova common stock with a par value of $0.25 was automatically cancelled and converted into the cash merger consideration of $83.50 per share, subject to applicable tax withholding. The trust-held position also included shares previously acquired through the company’s Dividend Reinvestment Plan in 2025.

Kellanova director reports cash-out of shares and units in Mars merger. A Kellanova director filed a Form 4 after the completion of a merger in which Merger Sub 10VB8, LLC combined with Kellanova, leaving Kellanova as a wholly owned subsidiary of Acquiror 10VB8, LLC, an affiliate of Mars, Incorporated. At the merger’s effective time, every share of Kellanova common stock was cancelled and converted into the right to receive $83.50 per share in cash, before taxes. The filing shows dispositions of multiple indirect holdings, including trust and family partnership positions and 1,409,000 common shares, all at $83.50 per share. In addition, 23,574.065 phantom stock units were cancelled and converted into a cash right equal to the merger price per underlying share plus related dividend equivalents, payable in accordance with Kellanova’s deferred compensation plan and applicable tax rules.

Kellanova’s SVP-Chief Global Corporate Affairs reported several equity transactions tied to the company’s cash merger with an affiliate of Mars, Incorporated. On 12/09/2025, the executive gifted 9,000 shares of common stock to a charitable donor-advised fund.

Under the merger agreement, each outstanding share of Kellanova common stock was cancelled at the effective time and converted into the right to receive $83.50 in cash per share, subject to taxes. Shares held directly, jointly with the executive’s son, and in a 401(k) plan all shifted from share form to this cash entitlement, leaving post-transaction reported share holdings at zero.

Outstanding restricted stock units, performance-based restricted stock units, and stock options were also cancelled and converted into rights to receive cash based on the same $83.50 per-share merger consideration, plus accrued dividend equivalents where applicable. Certain converted RSU cash awards retain the original vesting schedule or accelerate upon a qualifying termination of employment.

Kellanova filed a Form 4 showing that its Chairman and CEO, who is also a director, had all company equity converted to cash in connection with a completed merger with an affiliate of Mars, Incorporated. At the merger’s effective time, each share of common stock was cancelled and turned into the right to receive $83.50 per share in cash, subject to taxes.

Deferred stock units, restricted stock units, performance-based RSUs, and stock options held by the reporting person were all cancelled and replaced with cash rights based on the same $83.50 per-share merger consideration, plus accrued dividend equivalents where applicable. Some converted RSU cash awards will continue to follow the prior vesting schedule or be paid earlier upon certain employment terminations. All reported non-derivative and derivative positions in Kellanova common stock are now shown as 0 following these transactions.

Kellanova reported a director-level stock transaction tied to a cash merger. On December 11, 2025, the director disposed of 85 directly held shares and 61,674.351 shares held in trust of the company’s common stock at $83.50 per share, leaving no shares beneficially owned after the transaction.

The filing explains that, under an Agreement and Plan of Merger dated August 13, 2024, an affiliate of Mars, Incorporated merged with the issuer, which survived as a wholly owned subsidiary of Acquiror 10VB8, LLC. At the effective time of the merger, each outstanding share of common stock was automatically cancelled and converted into the right to receive $83.50 in cash per share, without interest and subject to applicable withholding taxes.