Kellanova (NYSE: K) director reports full share disposal at $83.50 merger price

Rhea-AI Filing Summary

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.

Insights

Equity transactions and M&A analyst

Director’s entire Kellanova stake was cashed out at $83.50 in a Mars-led merger.

This Form 4 shows a Kellanova director disposing of 85 directly held shares and 61,674.351 trust-held common shares on December 11, 2025 at $83.50 per share. Following the transaction, the filing states that zero shares are beneficially owned, indicating a full exit from the equity position.

The explanation ties these dispositions to a completed merger under an Agreement and Plan of Merger dated August 13, 2024, in which an affiliate of Mars, Incorporated acquired the issuer via Acquiror 10VB8, LLC. At the effective time, every outstanding share was cancelled and converted into the right to receive $83.50 in cash per share, without interest and subject to withholding taxes. This reflects the final step of a change-of-control transaction rather than an ongoing trading decision by the director.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider KNAUSS DONALD R

Role Director

Type	Security	Shares	Price	Value
Disposition	Common	85	$83.50	$7K
Disposition	Common	61,674.351	$83.50	$5.15M

Holdings After Transaction: Common — 0 shares (Direct); Common — 0 shares (Indirect, Held in Trust)

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"). Includes shares acquired under the Company's Dividend Reinvestment Plan in 2025.

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
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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^*

KNAUSS DONALD R

(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
	Officer (give title below)		Other (specify below)

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)		85	D	$83.5	0	D
Common	12/11/2025		D(1)		61,674.351(2)	D	$83.5	0	I	Held in Trust

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

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. Includes shares acquired under the Company's Dividend Reinvestment Plan in 2025.

	/s/ Todd W. Haigh, Attorney-in-fact	12/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

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

A Kellanova director reported disposing of all beneficially owned common stock, including 85 directly held shares and 61,674.351 shares held in trust, on December 11, 2025.

At what price were the Kellanova shares disposed of in the reported transaction?

The filing states that each share of Kellanova common stock was converted into the right to receive $83.50 per share in cash as merger consideration.

Why were Kellanova shares converted to cash at $83.50 per share?

Under an Agreement and Plan of Merger dated August 13, 2024, an affiliate of Mars, Incorporated acquired the issuer. At the merger’s effective time, each outstanding common share was cancelled and converted into the right to receive $83.50 in cash.

Does the reporting person still own Kellanova common stock after this Form 4 transaction?

No. After disposing of 85 directly held shares and 61,674.351 trust-held shares at $83.50 per share, the Form 4 lists 0 Kellanova shares beneficially owned.

What was the relationship of the reporting person to Kellanova in this Form 4?

The reporting person is identified as a Director of Kellanova and filed the Form 4 as a single reporting person.

What does the merger mean for Kellanova’s corporate status?

The document states that after the merger, the issuer survived as a wholly owned subsidiary of Acquiror 10VB8, LLC, an entity associated with Mars, Incorporated.

Were any of the reported Kellanova shares acquired through a dividend plan?

Yes. The explanation notes that the reported holdings include shares acquired under the Company’s Dividend Reinvestment Plan in 2025.