Kellanova (K) SVP reports equity gift and $83.50 cash-out in Mars acquisition

Rhea-AI Filing Summary

Kellanova’s SVP-Chief Global Corporate Affairs reported several equity transactions tied to the company’s cash merger with an affiliate of Mars, Incorporated. On 12/09/2025, the executive gifted 9,000 shares of common stock to a charitable donor-advised fund.

Under the merger agreement, each outstanding share of Kellanova common stock was cancelled at the effective time and converted into the right to receive $83.50 in cash per share, subject to taxes. Shares held directly, jointly with the executive’s son, and in a 401(k) plan all shifted from share form to this cash entitlement, leaving post-transaction reported share holdings at zero.

Outstanding restricted stock units, performance-based restricted stock units, and stock options were also cancelled and converted into rights to receive cash based on the same $83.50 per-share merger consideration, plus accrued dividend equivalents where applicable. Certain converted RSU cash awards retain the original vesting schedule or accelerate upon a qualifying termination of employment.

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^*

Bahner Kris

(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)
	SVP-Chief Global Corp Affairs

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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	12/09/2025		G(1)		9,000	D	$0	36,807.3652	D
Common	12/11/2025		D(2)		36,807.3652	D	$83.5	0	D
Common	12/11/2025		D(2)		2,124	D	$83.5	0	I	Held Jointly with Son
Common	12/11/2025		D(2)		159.589(3)	D	$83.5	0	I	By 401(k) Profit Sharing Plan

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	(4)	12/11/2025		D(4)			3,004.531	02/17/2026	02/17/2026	Common	3,004.531	$83.5	0	D
Restricted Stock Units	(4)	12/11/2025		D(4)			3,435.507	02/16/2027	02/16/2027	Common	3,435.507	$83.5	0	D
Restricted Stock Units	(5)	12/11/2025		D(5)			8,907.983	02/21/2028	02/21/2028	Common	8,907.983	$83.5	0	D
Performance-based Restricted Stock Units	(6)	12/11/2025		A(6)		18,157		(6)	(6)	Common	18,157	$0	18,157	D
Performance-based Restricted Stock Units	(6)	12/11/2025		D(6)			18,157	(6)	(6)	Common	18,157	$83.5	0	D
Stock Option	$66.8	12/11/2025		D(7)			12,662	(7)	02/19/2026	Common	12,662	$16.7	0	D
Stock Option	$64.48	12/11/2025		D(7)			12,775	(7)	02/17/2027	Common	12,775	$19.02	0	D
Stock Option	$61.62	12/11/2025		D(7)			15,263	(7)	02/16/2028	Common	15,263	$21.88	0	D
Stock Option	$50.18	12/11/2025		D(7)			19,288	(7)	02/22/2029	Common	19,288	$33.32	0	D
Stock Option	$57.96	12/11/2025		D(7)			11,396	(7)	02/21/2030	Common	11,396	$25.54	0	D
Stock Option	$51.23	12/11/2025		D(7)			14,098	(7)	02/19/2031	Common	14,098	$32.27	0	D

Explanation of Responses:

1. Reflects the gift of shares of the Issuer's common stock, par value $0.25 per share ("Common Stock"), by the Reporting Person to a charitable donor-advised fund.

2. 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 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").

3. Represents shares of Common Stock indirectly held by the Reporting Person's account in the Kellanova Savings and Investment Plan immediately prior to the Effective Time.

4. 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.

5. 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.

6. 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.

7. 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/ 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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FAQ

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

The SVP-Chief Global Corporate Affairs reported a gift of 9,000 common shares on 12/09/2025 to a charitable donor-advised fund, and the subsequent cash-out of all remaining equity holdings in connection with Kellanova’s merger with an affiliate of Mars, Incorporated.

How were Kellanova (K) common shares treated in the Mars merger?

At the effective time of the merger, each outstanding Kellanova common share was automatically cancelled and converted into the right to receive $83.50 in cash per share, without interest and subject to applicable tax withholding.

What happened to the executive’s Kellanova shares held in joint and retirement accounts?

Shares held jointly with the executive’s son and shares in the Kellanova Savings and Investment Plan were converted, at the merger effective time, into the right to receive cash based on the $83.50 per-share merger consideration, resulting in zero reported share ownership after the transaction.

How were Kellanova restricted stock units (RSUs) affected by the merger?

RSUs were cancelled at the merger effective time and converted into the right to receive cash equal to the number of shares underlying each RSU multiplied by the $83.50 per-share merger consideration, plus accrued dividend equivalents. Certain converted RSU cash awards continue to follow the original vesting schedule or become payable earlier upon a qualifying termination of employment.

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

Each PSU outstanding immediately before the effective time was deemed fully vested, based on the greater of target or actual performance. These PSUs were cancelled and converted into a right to receive cash equal to the vested share amount multiplied by $83.50 per share, plus any accrued dividend equivalents, subject to tax withholding.

How were Kellanova stock options for the reporting person treated?

Each outstanding, unexercised Kellanova stock option was converted into a right to receive cash equal to the 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 per share.

Did the Kellanova reporting person retain any equity after the merger?

No. Following the merger-related transactions, the Form 4 shows zero beneficially owned common shares. The executive instead holds contractual rights to receive cash-based awards derived from former RSUs, PSUs, and stock options, as described in the merger agreement.