W.K. Kellogg Foundation Trust reports sale of 114,583 K shares under 10b5-1

Rhea-AI Filing Summary

The W.K. Kellogg Foundation Trust reported a sale of 114,583 shares of Kellanova common stock on 08/07/2025 at an aggregate price of $79.97 per share. After the reported transaction, the Trust and related Foundation beneficially owned 45,441,203 shares.

The filing identifies the Trust as the reporting person with trustees named and the W.K. Kellogg Foundation as sole beneficiary. The sale was executed pursuant to trading instructions given on May 7, 2024 that are intended to comply with Rule 10b5-1(c), and the Form 4 discloses the transaction and resulting holdings.

Positive

• Transaction executed under a documented Rule 10b5-1(c) plan, indicating pre-established trading instructions and procedural compliance
• Clear disclosure of post-transaction holdings with the Trust retaining 45,441,203 shares after the sale

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Trustee sale disclosed under a 10b5-1 plan; filing shows compliance and substantial retained ownership.

The Form 4 documents a trustee-authorized sale of 114,583 shares at $79.97, executed under pre-established trading instructions intended to satisfy Rule 10b5-1(c). From a governance standpoint, use of a 10b5-1 plan and clear disclosure in Form 4 demonstrate procedural compliance and transparency by the Trust and its corporate trustee. The filing also shows the Trust continues to hold a large position—45,441,203 shares—after the sale, which limits interpretive weight of this single transaction.

Portfolio Manager

TL;DR: A routine trustee sale under a 10b5-1 plan; transaction size appears modest relative to remaining holdings.

For investors, the key facts are the sale quantity (114,583 shares) and price ($79.97), and that the transaction was carried out under a documented trading instruction dated May 7, 2024. The Form 4 confirms continued sizeable ownership by the Trust (45,441,203 shares), indicating this single sale does not materially reduce the Trust's stake. The disclosure is timely and standard for trustee-managed sales.

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

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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 AVE. 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)
08/07/2025

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	08/07/2025	08/07/2025	S		114,583	D	$79.97	45,441,203(1)	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 AVE. 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. 45,441,203 shares were owned following the reported transaction by the W.K. Kellogg Foundation Trust (the "Trust") of which LaJune Montgomery Tabron, Steve Cahillane, Richard M. Tsoumas and The Northern Trust Company are Trustees and the W.K. Kellogg Foundation (the "Foundation") is the sole beneficiary.

Remarks:

The sales reported on this Form 4 were made pursuant to trading instructions given by the W.K. Kellogg Foundation Trust on May 7, 2024 that are intended to comply with Rule 10b5-1(c) under the Securities and Exchange Act of 1934.

	Craig R. Carberry, Deputy 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	08/08/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the W.K. Kellogg Foundation Trust report on Form 4 for Kellanova (K)?

The Trust reported a sale of 114,583 shares of Kellanova common stock on 08/07/2025 at $79.97 per share.

How many Kellanova (K) shares did the Trust hold after the reported sale?

Following the transaction the Trust beneficially owned 45,441,203 shares.

Was the sale by the Trust part of a 10b5-1 trading plan?

Yes. The filing states the sales were made pursuant to trading instructions dated May 7, 2024 intended to comply with Rule 10b5-1(c).

Who is the reporting person on the Form 4?

The reporting persons are the W.K. Kellogg Foundation Trust and the W.K. Kellogg Foundation, with The Northern Trust Company acting as corporate trustee.

What price per share was reported for the transaction?

The reported price was $79.97 per share.

When was the Form 4 signed and by whom?

The Form 4 was signed by Craig R. Carberry, Deputy General Counsel, The Northern Trust Company, as Corporate Trustee on behalf of the Trust.