Kellanova (NYSE: K) director reports cash-out at $83.50 per share

Rhea-AI Filing Summary

Kellanova filed a Form 4 showing that a director disposed of all reported common shares in connection with its cash merger with an affiliate of Mars, Incorporated. On 12/11/2025, 500 directly held common shares and 14,089.652 common shares held in trust were cancelled and converted into the right to receive $83.50 in cash per share under the merger agreement. After these transactions, the form shows zero shares beneficially owned by the reporting person.

The filing explains that, at the effective time of the merger, each outstanding share of Kellanova common stock with a par value of $0.25 was automatically cancelled and converted into the cash merger consideration of $83.50 per share, subject to applicable tax withholding. The trust-held position also included shares previously acquired through the company’s Dividend Reinvestment Plan in 2025.

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^*

SCHLOTMAN J MICHAEL

(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)		500	D	$83.5	0	D
Common	12/11/2025		D(1)		14,089.652(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 did the Kellanova (K) director report in this Form 4?

The Form 4 reports that a Kellanova director had 500 directly held common shares and 14,089.652 common shares held in trust cancelled on 12/11/2025 as part of the cash merger with an affiliate of Mars, Incorporated, with each share converted into the right to receive $83.50 in cash.

What was the cash consideration per share in the Mars merger with Kellanova?

Each outstanding share of Kellanova common stock with a par value of $0.25 was converted into the right to receive $83.50 per share in cash, without interest and subject to applicable withholding taxes.

How many Kellanova shares did the reporting person hold directly and indirectly before the merger?

Immediately before the reported merger-related transactions, the director held 500 common shares directly and 14,089.652 common shares indirectly, with the indirect position held in a trust.

What was the reporting person’s Kellanova share ownership after the merger transaction?

Following the reported transactions tied to the merger, the Form 4 shows that the reporting person beneficially owned 0 Kellanova common shares.

How was the Kellanova–Mars merger structured according to this filing?

The filing states that under the Agreement and Plan of Merger, Merger Sub 10VB8, LLC merged with and into Kellanova, which survived as a wholly owned subsidiary of Acquiror 10VB8, LLC, an affiliate of Mars, Incorporated. All outstanding common shares were cancelled and converted into the cash merger consideration.

Do the reported Kellanova shares include any from a dividend reinvestment plan?

Yes. The explanation notes that the reported holdings include shares acquired under the company’s Dividend Reinvestment Plan in 2025, which were also converted into the $83.50 per share cash merger consideration.