Kellanova (K) major holder exits 45,097,438 shares in Mars cash merger at $83.50

Rhea-AI Filing Summary

Kellanova insiders reported a major change in their holdings tied to the company’s sale. On December 11, 2025, an affiliate of Mars, Incorporated completed a merger in which a Mars-controlled entity combined with Kellanova, leaving Kellanova as a wholly owned subsidiary. At the merger’s effective time, each share of Kellanova common stock was cancelled and converted into the right to receive $83.50 in cash per share, without interest.

As part of this transaction, the W.K. Kellogg Foundation Trust reported the disposition of 45,097,438 shares of Kellanova common stock at $83.50 per share and now reports owning zero shares. The Trust’s trustees, including representatives from The Northern Trust Company and the W.K. Kellogg Foundation, had voting and investment power over these shares, with the W.K. Kellogg Foundation as sole beneficiary.

Insights

M&A and corporate actions analyst

Mars-affiliated merger takes Kellanova private at $83.50 per share.

The disclosure shows Kellanova being acquired through a merger with entities affiliated with Mars, Incorporated. At the effective time, each Kellanova common share was cancelled and converted into the right to receive $83.50 in cash, indicating a full cash buyout and shifting Kellanova into private ownership as a wholly owned subsidiary of the acquiring entity.

The W.K. Kellogg Foundation Trust, a major holder with board-level representation, reported the disposition of 45,097,438 Kellanova shares at $83.50 per share and now reports zero shares beneficially owned. This indicates that a very large block of stock participated in the cash-out, aligning the Trust with the transaction’s terms.

For investors, this kind of cash merger typically ends public trading in the stock and crystallizes value at the stated per-share price. Subsequent company communications or regulatory filings related to the merger terms and closing on December 11, 2025 provide the key reference point for understanding final consideration and treatment of all shareholders.

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^*

KELLOGG W K FOUNDATION TRUST

(Last) (First) (Middle)

ONE MICHIGAN AVENUE 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)
12/11/2025

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

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	12/11/2025		S(1)		45,097,438	D	$83.5(1)	0(2)	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 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)

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. On December 11, 2025, pursuant to a certain Agreement and Plan of Merger, dated as of August 13, 2024, entered into by and among the Issuer, Acquiror 10VB8, LLC ("Acquiror"), Merger Sub 10VB8, LLC, a wholly owned subsidiary of Acquiror ("Merger Sub"), and, solely for the limited purposes specified in the Merger Agreement, Mars, Incorporated (the "Merger Agreement"), Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Acquiror (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive $83.50, in cash, without interest.

2. These shares were owned by the W.K. Kellogg Foundation Trust (the "Trust") of which Steven A. Cahillane, La June Montgomery Tabron, Richard M. Tsoumas and The Northern Trust Company are Trustees with investment and voting power over the Issuer common stock held by the Trust, and the W.K. Kellogg Foundation is the sole beneficiary.

	/s/ Craig R. Carberry, Associate 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	12/12/2025
	** 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 transaction involving Kellanova (K) is described in this Form 4?

The content describes a merger in which a Mars, Incorporated affiliate merged with Kellanova, with Kellanova surviving as a wholly owned subsidiary of the acquiror and its public shares being converted into cash.

What did Kellanova (K) shareholders receive in the Mars-related merger?

At the effective time of the merger, each share of Kellanova common stock issued and outstanding (other than certain excluded shares) was cancelled and converted into the right to receive $83.50 in cash per share, without interest.

How many Kellanova (K) shares did the W.K. Kellogg Foundation Trust dispose of?

The W.K. Kellogg Foundation Trust reported disposing of 45,097,438 shares of Kellanova common stock in the transaction and now reports owning zero shares.

Who controlled the Kellanova (K) shares held by the W.K. Kellogg Foundation Trust?

The shares were held by the W.K. Kellogg Foundation Trust, with Trustees Steven A. Cahillane, La June Montgomery Tabron, Richard M. Tsoumas, and The Northern Trust Company having investment and voting power, and the W.K. Kellogg Foundation as the sole beneficiary.

When did the Kellanova (K) merger with the Mars affiliate become effective?

The Form 4 identifies December 11, 2025 as the transaction date when the merger became effective and the cash consideration of $83.50 per share was applied.

What agreement governed the Kellanova (K) merger with the Mars affiliate?

The merger was carried out under an Agreement and Plan of Merger dated August 13, 2024 among Kellanova (the issuer), Acquiror 10VB8, LLC, Merger Sub 10VB8, LLC, and, for limited purposes, Mars, Incorporated.