[Form 4/A] Kellanova Amended Insider Trading Activity

Rhea-AI Filing Summary

Calix, Inc. (CALX) filed a Form 144 disclosing a planned sale of 108,000 common shares through Morgan Stanley Smith Barney on or after 07/23/2025. The block is valued at $6.064 million and represents roughly 0.17 % of the 65.30 million shares outstanding. The shares were acquired via a same-day stock-option exercise paid in cash.

The notice also lists prior sales by the same filer in the past three months: 92,000 shares on 07/22/2025 for $5.06 million and 100,000 shares on 06/02/2025 for $4.66 million. Including the current intent, the seller has disposed of or plans to dispose of 300,000 shares—about 0.46 % of outstanding stock—generating total gross proceeds near $15.8 million.

While Form 144 filings do not guarantee execution, they flag affiliate selling activity that investors often watch for signals on insider sentiment.

Positive

• None.

Negative

• Affiliate intends to sell 108,000 shares worth $6.064 m, following two recent sales totaling 192,000 shares, signaling sustained insider liquidation.
• Total 300,000 shares sold/expected in 3 months (~0.46 % of shares outstanding) may create perceived stock-supply overhang and raise questions about insider confidence.

Insights

Securities Analyst

TL;DR Insider plans third sizable sale in 3 months, totaling 300 k shares (~0.46 % O/S); may pressure sentiment but limited mechanical impact.

The Form 144 adds another 108 k shares to two recent sales worth $9.7 m, bringing intended dispositions to roughly $15.8 m. Although the volume is modest relative to float, clustering of transactions can influence perception of management confidence and near-term stock supply. No dilution occurs because the sale is secondary, yet continued insider monetization after option exercise can act as an overhang, especially ahead of earnings windows.

Corporate Governance Expert

TL;DR Repeated affiliate selling could raise governance questions on alignment; magnitude remains immaterial to voting power.

Rule 144 filings require insiders to certify absence of undisclosed negative information, but three sales inside one quarter may trigger investor scrutiny around long-term commitment. The 0.46 % stake reduction is unlikely to alter control dynamics; however, boards often monitor clustering patterns to evaluate optics and potential policy adjustments (e.g., 10b5-1 plans). From a governance lens the event is noteworthy yet not structurally harmful.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KELLOGG W K FOUNDATION TRUST

(Last) (First) (Middle)

ONE MICHIGAN AVE. EAST

(Street)

BATTLE CREEK MI 49017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KELLANOVA [ K ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/21/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/21/2025	07/21/2025	S		114,583(1)	D	$79.8697(2)	45,670,369	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

KELLOGG W K FOUNDATION TRUST

(Last) (First) (Middle)

ONE MICHIGAN AVE. EAST

(Street)

BATTLE CREEK MI 49017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KELLOGG W K FOUNDATION

(Last) (First) (Middle)

ONE MICHIGAN AVENUE EAST

(Street)

BATTLE CREEK MI 49017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 45,670,369 shares were owned following the reported transaction by the W.K. Kellogg Foundation Trust (the "Trust") of which LaJune Montgomery Tabron, Steve Cahillane, Richard M. Tsoumas and The Northern Trust Company are Trustees and the W.K. Kellogg Foundation (the "Foundation") is the sole beneficiary.

2. This Form 4/A is being filed to amend the original Form 4 filed on July 21, 2025, to correct an administrative error. The original filing reported an average price of $79.92 for the sale transaction that occurred on July 21, 2025. The correct average price is $79.8697.

Remarks:

The sales reported on this Form 4 were made pursuant to trading instructions given by the W.K. Kellogg Foundation Trust on May 7, 2024 that are intended to comply with Rule 10b5-1(c) under the Securities and Exchange Act of 1934.

	Craig R. Carberry, Deputy General Counsel, The Northern Trust Company, as Corporate Trustee of the W.K. Kellogg Foundation Trust and signing for the W.K. Kellogg Foundation pursuant to a Power of Attorney dated August 30, 2017	07/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did CALX file on Form 144?

A notice of intent to sell 108,000 common shares under Rule 144.

How much are the shares worth?

The aggregate market value is approximately $6.064 million.

When is the planned sale date for CALX shares?

The filing lists an approximate sale date of 07/23/2025 on the NYSE.

How many CALX shares has the seller disposed of recently?

Including this notice, the filer has sold or plans to sell 300,000 shares over the last three months.

Does a Form 144 guarantee the shares will be sold?

No. It only signals the affiliate’s intent; the transaction may or may not occur.