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.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 3,004.531 | $83.50 | $251K |
| Disposition | Restricted Stock Units | 3,435.507 | $83.50 | $287K |
| Disposition | Restricted Stock Units | 8,907.983 | $83.50 | $744K |
| Grant/Award | Performance-based Restricted Stock Units | 18,157 | $0.00 | -- |
| Disposition | Performance-based Restricted Stock Units | 18,157 | $83.50 | $1.52M |
| Disposition | Stock Option | 12,662 | $16.70 | $211K |
| Disposition | Stock Option | 12,775 | $19.02 | $243K |
| Disposition | Stock Option | 15,263 | $21.88 | $334K |
| Disposition | Stock Option | 19,288 | $33.32 | $643K |
| Disposition | Stock Option | 11,396 | $25.54 | $291K |
| Disposition | Stock Option | 14,098 | $32.27 | $455K |
| Disposition | Common | 36,807.365 | $83.50 | $3.07M |
| Disposition | Common | 2,124 | $83.50 | $177K |
| Disposition | Common | 159.589 | $83.50 | $13K |
| Gift | Common | 9,000 | $0.00 | -- |
Footnotes (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. 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"). 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. 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. 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. 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. 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.
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 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.