K Form 144: 0.13% of Float Set for Sale by W.K. Kellogg Foundation

Rhea-AI Filing Summary

Form 144 filing for Kellanova (NYSE: K) discloses that the W.K. Kellogg Foundation Trust intends to sell 458,332 common shares through BofA Securities on or about 7 July 2025. At the stated aggregate market value of $36.52 million, the implied price is roughly $79.66 per share. Kellanova reports 346.94 million shares outstanding, so the planned sale equals only 0.13 % of shares outstanding.

The Trust has been an active seller: the filing lists 12 separate sales during the past three months, each of 114,583 shares, totalling 1,374,996 shares for ≈$112.06 million in gross proceeds. Adding the proposed sale raises the Trust’s disclosed 4-month liquidation to roughly 1.83 million shares, or 0.53 % of current float.

Because the Trust is a long-time, non-management holder, the disposition appears to be part of an ongoing diversification/liquidity strategy rather than a management-driven signal. Nevertheless, sustained insider-related supply can create a share-price overhang, especially if market volumes are thin. Investors should monitor:

• Whether additional Form 144 notices follow, indicating continued systematic selling.
• The execution price relative to market; a large block at a discount could pressure near-term trading.
• Any concurrent disclosures that might alter the fundamental outlook (earnings, guidance, buybacks).

The filing contains no new operational or financial information about Kellanova and does not alter its publicly reported fundamentals, but it does provide insight into near-term share-supply dynamics.

Positive

• Non-management seller reduces the likelihood that the transaction signals negative insider views on company fundamentals.
• Order handled by a major broker (BofA Securities), suggesting orderly block execution and potentially limited market disruption.

Negative

• 458,332 new shares registered for sale following 1.37 M shares sold recently, creating a sustained supply overhang.
• Aggregate market value of ~$36.5 M adds to ≈$112 M already realized, indicating continued liquidation pressure.
• No offsetting share-repurchase or insider buying referenced, so dilution effect, though small, is unmitigated.

Insights

Securities Analyst

TL;DR: Foundation plans $36.5 M sale after $112 M prior sales; minor dilution but persistent insider supply is a modest headwind.

The W.K. Kellogg Foundation Trust’s cumulative 1.8 M-share disposal over four months represents just 0.53 % of Kellanova’s float, so valuation impact should be limited absent low liquidity sessions. However, recurring Form 144 filings can skew order flow and cap upside, particularly given lack of offsetting buyback announcements. The sale comes at ≈2 % below recent averages, suggesting market-price execution rather than distressed pricing. Overall, the event is incrementally negative for sentiment, yet not fundamentally thesis-changing.

Corporate Governance Expert

TL;DR: Charitable trust diversification, not management exit; governance risk unchanged, market overhang risk rises slightly.

The selling entity is a philanthropic trust, not company insiders, so governance red flags (e.g., confidence signaling) are minimal. Still, accelerated disposition tightens the effective float and may influence proxy dynamics if the Trust’s voting power declines further. No 10b5-1 plan date is disclosed, but representation language implies compliance. I view the filing as low-impact for governance yet notable for liquidity planning.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	B of A Securities, Inc. One Bryant Park, 5th FL New York NY 49016-3599	458332	36519389.59	346939074	07/07/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	01/01/1970	Gifts and Bequest To The W.K. Kellogg Foundation Trust	W.K. Kellogg			458332	01/01/1970	Gifts and Bequest To The W.K. Kellogg Foundation Trust

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
W.K. Kellogg Foundation Trust One Kellogg PO Box 3599 Battle Creek MI 49016-359	Common	04/07/2025	114583	9399209.12
W.K. Kellogg Foundation Trust One Kellogg PO Box 3599 Battle Creek MI 49016-359	Common	04/14/2025	114583	9443025.65
W.K. Kellogg Foundation Trust One Kellog PO Box 3599 Battle Creek MI 49016-359	Common	04/21/2025	114583	9425299.66
W.K. Kellogg Foundation Trust One Kellogg PO Box 3599 Battle Creek MI 49016-359	Common	04/28/2025	114583	9449969.38
W.K. Kellogg Foundation Trust One Kellogg PO Box 3599 Battle Creek MI 49016-359	Common	05/07/2025	114583	9459743.31
W.K. Kellogg Foundation Trust One Kellogg PO Box 3599 Battle Creek MI 49016-359	Common	05/14/2025	114583	9372224.82
W.K. Kellogg Foundation Trust One Kellogg PO Box 3599 Battle Creek MI 49016-359	Common	05/21/2025	114583	9423764.25
W.K. Kellogg Foundation Trust One Kellogg PO Box 3599 Battle Creek MI 49016-359	Common	05/28/2025	114583	9440138.16
W.K. Kellogg Foundation Trust One Kellogg PO Box 3599 Battle Creek MI 49016-359	Common	06/09/2025	114583	9382972.70
W.K. Kellogg Foundation Trust One Kellogg PO Box 3599 Battle Creek MI 49016-359	Common	06/17/2025	114583	9188445.14
W.K. Kellogg Foundation Trust One Kellogg PO Box 3599 Battle Creek MI 49016-359	Common	06/23/2025	114583	8985106.15
W.K. Kellogg Foundation Trust One Kellogg PO Box 3599 Battle Creek MI 49016-359	Common	06/30/2025	114583	9094601.67

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Kellanova (K) shares are being registered in this Form 144?

458,332 common shares are slated for potential sale.

Who is selling the shares disclosed in the Form 144 filing?

The W.K. Kellogg Foundation Trust, a long-time charitable shareholder.

What is the total market value of the planned sale?

The filing lists an aggregate market value of $36.52 million.

How does this sale compare to recent insider transactions?

Over the past 3 months the Trust sold 1,374,996 shares for ≈$112 million; the new notice extends that trend.

Is the sale material relative to Kellanova’s total shares outstanding?

It represents about 0.13 % of the 346.94 million shares outstanding.

When is the approximate date of the proposed sale?

The filing cites 07/07/2025 as the approximate sale date.