Kellanova (NYSE: K) cashed out in Mars merger at $83.50 a share

Rhea-AI Filing Summary

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.

Positive

• Cash acquisition at $83.50 per share: Each outstanding Kellanova common share is converted into the right to receive $83.50 in cash, providing a defined exit value for shareholders.
• Orderly cash settlement of equity awards: DSUs, RSUs, PSUs, and stock options held by the Chairman and CEO are all converted into cash rights based on the merger price, eliminating equity overhang while preserving economic value.

Negative

• None.

Insights

M&A and Equity Compensation Analyst

Mars’ cash acquisition of Kellanova cashes out all reported insider equity at $83.50 per share.

The filing describes the closing mechanics of a merger where Kellanova becomes a wholly owned subsidiary of an affiliate of Mars, Incorporated. Each share of Kellanova common stock outstanding immediately before the effective time is cancelled and converted into the right to receive $83.50 per share in cash, labeled as the merger consideration.

For the Chairman and CEO, all equity-based awards are effectively settled in cash. Deferred stock units, restricted stock units, and performance-based RSUs are converted into cash amounts based on the number of underlying shares multiplied by the $83.50 per-share consideration, plus accrued dividend equivalents where stated. Stock options are converted into cash equal to shares subject to the option times the excess of $83.50 over the option’s exercise price, so only in-the-money value is paid.

Certain converted RSU cash awards retain their original vesting schedules or become payable upon a qualifying termination of employment, creating ongoing, but cash-settled, compensation exposure rather than equity overhang. For public investors, the key point is that Kellanova common stock is fully cashed out at $83.50 per share, with no remaining reported equity positions for this insider.

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

OMB APPROVAL

OMB Number:			3235-0287
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X

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CAHILLANE STEVEN A

(Last) (First) (Middle)

412 N. WELLS ST.

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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

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

X	Form filed by One Reporting Person
	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	12/11/2025		D(1)		475,398.8428	D	$83.5	0	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
Deferred Executive Compensation Units	(2)	12/11/2025		D(2)			15,285.308	(2)	(2)	Common	15,354.977	$83.5	0	D
Restricted Stock Units	(3)	12/11/2025		D(3)			41,311.504	02/17/2026	02/17/2026	Common	41,311.504	$83.5	0	D
Restricted Stock Units	(3)	12/11/2025		D(3)			45,264.11	02/16/2027	02/16/2027	Common	45,264.11	$83.5	0	D
Restricted Stock Units	(4)	12/11/2025		D(4)			121,115.874	02/21/2028	02/21/2028	Common	121,115.874	$83.5	0	D
Performance-based Restricted Stock Units	(5)	12/11/2025		A(5)		244,484		(5)	(5)	Common	244,484	$0	244,484	D
Performance-based Restricted Stock Units	(5)	12/11/2025		D(5)			244,484	(5)	(5)	Common	244,484	$83.5	0	D
Stock Option	$61.62	12/11/2025		D(6)			258,681	(6)	02/16/2028	Common	258,681	$21.88	0	D
Stock Option	$50.18	12/11/2025		D(6)			288,879	(6)	02/22/2029	Common	288,879	$33.32	0	D
Stock Option	$57.96	12/11/2025		D(6)			276,182	(6)	02/21/2030	Common	276,182	$25.54	0	D
Stock Option	$51.23	12/11/2025		D(6)			331,955	(6)	02/19/2031	Common	331,955	$32.27	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of August 13, 2024, by and among the Issuer, Acquiror 10VB8, LLC ("Acquiror"), Merger Sub 10VB8, LLC ("Merger Sub"), and solely for the limited purposes set forth therein, Mars, Incorporated, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Acquiror (the "Merger"). At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.25 per share ("Common Stock"), that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $83.50 per share in cash, without interest and subject to any applicable withholding taxes (the "Merger Consideration").

2. At the Effective Time, each deferred stock unit (a "DSU") that was outstanding immediately prior to the Effective Time, by virtue of the Merger, ceased to be outstanding and was converted into the right of the Reporting Person to receive, at the time specified in the Executive Deferral Plan and in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, an amount in cash, without interest, equal to the sum of the product of such number of shares of Common Stock underlying the DSU and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such DSU, subject to tax withholding.

3. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, these restricted stock units ("RSUs") were cancelled and converted into the right to receive an amount in cash, without interest, equal to the sum of the product of the number of shares of Common Stock issuable pursuant to such RSUs and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such RSUs.

4. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, these RSUs were cancelled and converted into the contractual right of the Reporting Person to receive a payment in an amount of cash (without interest and subject to applicable tax withholdings) equal to the sum of the per share Merger Consideration multiplied by the total number of shares of Common Stock issuable pursuant to such RSUs as of immediately prior to the Effective Time plus all dividend equivalents accrued or credited with respect to such RSUs (each, a "Converted RSU Cash Award"). Each Converted RSU Cash Retention Award will generally be subject to the same terms and conditions as applied to such RSUs immediately prior to the Effective Time and will become payable in accordance with the original vesting schedule applicable to the corresponding RSUs or, if earlier, upon a qualifying termination of employment.

5. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each performance-based restricted stock unit ("PSU") outstanding immediately prior to the Effective Time was deemed fully vested, based on the greater of target or actual level of performance, and was cancelled and converted into the right of the Reporting Person to receive an amount, in cash, without interest, equal to the sum of the product of such number of shares of Common Stock issuable pursuant to the PSU (based on the level of vesting described above) and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such PSU, subject to tax withholding.

6. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each option to purchase a share of Common Stock (an "Option") that was outstanding and unexercised as of immediately prior to the Effective Time was converted into the right of the Reporting Person to receive an amount, in cash, without interest, equal to the product of the total number of shares subject to such Option and the excess, if any, of the per share Merger Consideration over the exercise price per share of Common Stock underlying the Option.

	/s/ Todd W. Haigh, Attorney-in-fact	12/11/2025
	** Signature of Reporting Person	Date
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FAQ

What does this Form 4 report for Kellanova (K)?

It reports that Kellanova’s Chairman and CEO, also a director, had all shares and equity awards in the company cancelled and converted into cash as part of a completed merger with an affiliate of Mars, Incorporated.

What cash amount do Kellanova (K) common shareholders receive in the merger?

Each share of Kellanova common stock is cancelled and converted into the right to receive $83.50 per share in cash, subject to any applicable tax withholding.

How are Kellanova deferred stock units (DSUs) treated in the Mars deal?

Each DSU is converted into the right to receive a cash amount equal to the number of underlying shares times the $83.50 merger consideration, plus all accrued or credited dividend equivalents, paid under the Executive Deferral Plan and Section 409A.

What happens to Kellanova restricted stock units (RSUs) in this transaction?

RSUs are cancelled and converted into cash rights equal to the number of shares issuable under the RSUs multiplied by the $83.50 per-share merger consideration, plus accrued dividend equivalents; some converted RSU cash awards keep the original vesting schedule or pay earlier after a qualifying termination.

How are performance-based RSUs (PSUs) for Kellanova handled in the merger?

Each PSU outstanding immediately before the effective time is deemed fully vested at the greater of target or actual performance and is then cancelled and converted into a right to receive cash equal to the vested share count times $83.50, plus accrued dividend equivalents, subject to tax withholding.

What is the treatment of Kellanova stock options in this deal?

Each outstanding, unexercised stock option is converted into a cash right equal to the total number of shares subject to the option multiplied by the excess, if any, of the $83.50 merger consideration over the option’s exercise price per share.

Does the Kellanova insider still own company shares after these transactions?

No. Following the reported transactions, the Form 4 shows that the reporting person holds 0 shares of Kellanova common stock and 0 derivative securities tied to that stock.