Kellanova (NYSE: K) director exits as shares convert to $83.50 Mars cash deal

Rhea-AI Filing Summary

Kellanova director reported the cash-out of all remaining equity holdings following the company’s merger with a Mars affiliate. At the merger’s effective time, each share of Kellanova common stock was automatically cancelled and converted into the right to receive $83.50 per share in cash, subject to taxes. The reporting person disposed of 40,423.693 common shares held indirectly in a trust and 21,110.784 phantom stock units, both at a reference price of $83.5, leaving no beneficial ownership after the transaction. Deferred stock units were converted into a future cash right based on the same per-share merger consideration plus accrued dividend equivalents, consistent with the deferred compensation plan terms.

Insights

Equity compensation and M&A specialist

Director’s shares and deferred units are fully cashed out at $83.50 per share in the Mars buyout.

The report shows a Kellanova director’s equity being eliminated as part of the completed merger with Mars affiliates. Each common share was cancelled and converted into a cash right at $83.50 per share, so the 40,423.693 trust-held shares become a cash entitlement instead of ongoing ownership.

Deferred stock units also cease to exist and convert into a right to receive cash equal to the number of underlying shares multiplied by the same $83.50 consideration, plus dividend equivalents. Because this is tied to a change of control and the reporting person’s post-transaction holdings drop to zero, it reflects the clean exit of a non-employee director’s equity stake rather than routine trading.

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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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^*

Laschinger Mary 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
	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)		40,423.693(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
Phantom Stock Units	(3)	12/11/2025		D(3)			21,110.784	(3)	(3)	Common	21,110.784	$83.5	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. Includes shares acquired under the Company's Dividend Reinvestment Plan in 2025.

3. 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 Kellanova Deferred Compensation Plan for Non-Employee Directors 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.

	/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.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transaction is disclosed in this Kellanova (K) Form 4 filing?

The filing discloses that a Kellanova director’s common shares and deferred stock units were cancelled and converted into cash rights as part of the completed merger with a Mars affiliate.

At what price were Kellanova (K) shares converted in the Mars merger?

Each share of Kellanova common stock was automatically cancelled and converted into the right to receive $83.50 per share in cash, without interest and subject to withholding taxes.

How many Kellanova (K) common shares did the director dispose of?

The director disposed of 40,423.693 Kellanova common shares that were held indirectly in a trust, all converted into cash rights at the merger consideration price.

What happened to the Kellanova (K) director’s phantom or deferred stock units?

The director’s 21,110.784 phantom stock units (deferred stock units) ceased to be outstanding and converted into a right to receive cash equal to the number of underlying shares times the $83.50 merger price, plus accrued dividend equivalents.

Does the Kellanova (K) director still own any company securities after the merger?

After the reported transactions, the amount of securities beneficially owned is shown as 0, indicating the director no longer has Kellanova equity and instead holds cash rights under the merger terms.

What is the role of Mars in the Kellanova (K) transaction?

Under the merger agreement, a Mars, Incorporated affiliate acquired Kellanova via a merger in which Kellanova survived as a wholly owned subsidiary and all outstanding common shares converted into the right to receive the cash merger consideration.