Kellanova (K) SVP equity fully cashed out at $83.50 per share in Mars-led merger

Rhea-AI Filing Summary

Kellanova’s Senior Vice President reported the cash-out of company equity in connection with a merger with an affiliate of Mars, Incorporated. At the merger’s effective time, each share of Kellanova common stock was cancelled and converted into the right to receive $83.50 per share in cash, and the reporting person’s 65,848 shares were disposed of at that price, leaving no common shares directly owned.

Outstanding restricted stock units and performance-based units were cancelled and converted into cash rights based on the $83.50 merger consideration plus accrued dividend equivalents, with certain RSU cash awards continuing to follow their original vesting schedules. Stock options were similarly cancelled and converted into cash equal to the in-the-money value, so all reported equity awards became cash-based compensation tied to the merger terms.

Insights

Equity Compensation & M&A Specialist

Kellanova SVP’s stock, RSUs, PSUs, and options are fully cash-settled at merger close.

The filing shows how a Kellanova Senior Vice President’s equity was treated when the company became a wholly owned subsidiary of an affiliate of Mars, Incorporated. Each common share was cancelled for a cash payment of $83.50, and the insider’s 65,848 shares were disposed of at that price, leaving zero directly owned shares.

Time-based RSUs were cancelled and converted into cash awards equal to the merger price per underlying share plus any dividend equivalents, with certain awards remaining subject to the original vesting schedule. Performance-based RSUs were deemed fully vested at the greater of target or actual performance and then cashed out based on the same $83.50 per-share consideration.

Stock options with a $51.23 exercise price were cancelled and converted into a cash payment equal to the number of option shares multiplied by the spread between the $83.50 merger consideration and the exercise price. Overall, the insider’s equity exposure transitions from stock-linked instruments to defined cash entitlements determined at the merger’s effective time.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Kapoor Shumit

Role Senior Vice President

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	6,493.975	$83.50	$542K
Disposition	Restricted Stock Units	9,534.851	$83.50	$796K
Disposition	Restricted Stock Units	19,287.009	$83.50	$1.61M
Grant/Award	Performance-based Restricted Stock Units	45,290	$0.00	--
Disposition	Performance-based Restricted Stock Units	45,290	$83.50	$3.78M
Disposition	Stock Option	29,542	$32.27	$953K
Disposition	Common	65,848	$83.50	$5.50M

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance-based Restricted Stock Units — 45,290 shares (Direct); Stock Option — 0 shares (Direct); Common — 0 shares (Direct)

Footnotes (1)

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"). 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. 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Kapoor Shumit

(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)

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

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)		65,848	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
Restricted Stock Units	(2)	12/11/2025		D(2)			6,493.975	02/17/2026	02/17/2026	Common	6,493.975	$83.5	0	D
Restricted Stock Units	(2)	12/11/2025		D(2)			9,534.851	02/16/2027	02/16/2027	Common	9,534.851	$83.5	0	D
Restricted Stock Units	(3)	12/11/2025		D(3)			19,287.009	02/21/2028	02/21/2028	Common	19,287.009	$83.5	0	D
Performance-based Restricted Stock Units	(4)	12/11/2025		A(4)		45,290		(4)	(4)	Common	45,290	$0	45,290	D
Performance-based Restricted Stock Units	(4)	12/11/2025		D(4)			45,290	(4)	(4)	Common	45,290	$83.5	0	D
Stock Option	$51.23	12/11/2025		D(5)			29,542	(5)	02/19/2031	Common	29,542	$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. 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.

3. 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.

4. 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.

5. 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/ Sarah Hesse, Attorney-in-Fact	12/11/2025
	** Signature of Reporting Person	Date
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FAQ

What did the Kellanova (K) insider report in this Form 4?

The filing reports that a Kellanova Senior Vice President had 65,848 shares of common stock and multiple equity awards cancelled and converted into cash rights in connection with the company’s merger into a wholly owned subsidiary of an affiliate of Mars, Incorporated.

What cash amount did Kellanova (K) shareholders receive per share in the merger?

Each share of Kellanova common stock outstanding immediately before the merger’s effective time was cancelled and converted into the right to receive $83.50 per share in cash, without interest and subject to applicable tax withholding.

How were Kellanova (K) restricted stock units (RSUs) treated for this insider?

The insider’s RSUs were cancelled and converted into cash equal to the product of the number of shares underlying the RSUs and the $83.50 per-share merger consideration, plus any accrued dividend equivalents, with certain resulting cash awards following the original vesting schedule.

What happened to the performance-based restricted stock units (PSUs) in this Kellanova (K) transaction?

Each outstanding PSU was deemed fully vested based on the greater of target or actual performance, then cancelled and converted into the right to receive cash equal to the number of shares underlying the PSU (after this vesting determination) multiplied by the $83.50 merger consideration, plus dividend equivalents, subject to tax withholding.

How were Kellanova (K) stock options handled for the reporting person?

Each outstanding, unexercised Kellanova stock option was 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 per-share merger consideration over the option’s exercise price.

Does the Kellanova (K) insider still hold any common shares after the merger?

According to the report, following the merger-related cancellation and cash-out of 65,848 common shares at $83.50 per share, the insider directly owns 0 shares of Kellanova common stock.