[Form 4] Kellanova Insider Trading Activity

Rhea-AI Filing Summary

Bank of Nova Scotia (BNS) is offering 1,914,170 units of senior unsecured Autocallable Strategic Accelerated Redemption Securities linked to the S&P 500 Index (SPX). Each unit has a $10 face value, generating a total issue size of $19.14 million. The notes price on 10 July 2025, settle on 17 July 2025 and mature on 28 July 2028, unless automatically called earlier.

Key structural features:

• Automatic call observation dates: approx. 1, 2 and 3 years after pricing (17 Jul 2026, 23 Jul 2027, 21 Jul 2028).
• Starting / Threshold / Call Level: 6,280.46 (100% of initial SPX level).
• Call payouts (per $10 unit): $10.887 (8.87%) year 1, $11.774 (17.74%) year 2, $12.661 (26.61%) year 3.
• Downside risk: if not called and SPX closes below the Threshold on final date, investor incurs a 1-for-1 loss; entire principal is at risk.
• No coupons; return limited to the call premium, regardless of index appreciation beyond the cap.
• Unsecured & unsubordinated; payments subject to BNS credit risk.

Economics & fees:

• Public offer price: $10.00; underwriting discount $0.20; hedging-related charge $0.05.
• Initial estimated value: $9.67, ≈3.3% below offer price, reflecting internal funding spread and structuring costs.
• Proceeds to BNS (before expenses): $18.76 million.
• Limited secondary liquidity; no exchange listing; dealers may repurchase at negotiated prices only.

Risk highlights (TS-7):

• No principal protection; 100% downside exposure if SPX ends below start level and note not called.
• Performance may trail a direct investment in SPX due to capped return and lack of dividends.
• Valuation sensitive to BNS credit spreads, market volatility and dealer hedging; trading market not expected to develop.
• Complex U.S./Canadian tax treatment; Section 871(m) withholding risk, CRA policy changes and FATCA reporting may apply.

Strategic view: the structure converts equity market exposure into a capped, path-dependent payoff that may suit investors who expect the S&P 500 to remain flat-to-moderately positive over the next three years and are comfortable with full principal risk and limited liquidity. For BNS, the issuance provides sub-benchmark funding versus comparable fixed-rate debt, but given its modest size it is not material to capital or earnings.

Insights

Structured Products Analyst

TL;DR – High cap (26.6%) but full downside and illiquidity; neutral for BNS, risky for buyers.

The note offers a straightforward autocall profile: flat or rising SPX levels trigger attractive absolute yields of 8.9%, 17.7% or 26.6%, yet upside is capped and path-dependent. With the Threshold equal to the Starting Value, any negative performance at maturity translates into equivalent capital loss, making the instrument effectively a short put on SPX struck at-the-money. The 33 bp gap between offer and model value (3.3%) is standard for retail structured notes, indicating ordinary economics for the issuer. At just $19 million, issuance is immaterial to BNS funding but provides diversification in its structured-note mix. Credit risk remains minimal given BNS’s A/A- ratings, but secondary liquidity is thin, so investors must be prepared to hold to call or maturity.

Risk Analyst

TL;DR – Product embeds at-the-money short put; investors face 100% loss potential.

The equal Starting and Threshold levels remove any buffer, exposing buyers to the first dollar of SPX downside if not called. Historical SPX drawdowns show >20% declines occur roughly once every 5-6 years, so tail risk over three years is meaningful. The note also carries dealer credit spread and gap risk near observation dates. Limited liquidity and no exchange listing amplify mark-to-market volatility. Tax uncertainty (Section 871(m) and Canadian withholding) could further erode returns. Overall risk/reward skews negative for conservative investors; sophisticated allocators may treat it as a yield enhancement overlay, sizing appropriately.

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
Estimated average burden
hours per response:			0.5

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)
07/14/2025

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	07/14/2025	07/14/2025	S		114,583	D	$79.5442	45,784,952(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. 45,784,952 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	07/14/2025
	** 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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