Kellanova (K) director Form 4 shows shares cashed out at $83.50 in merger

Rhea-AI Filing Summary

Kellanova filed a Form 4 reporting that a director’s indirect holdings in the company were cashed out in connection with a completed merger. Under an Agreement and Plan of Merger dated August 13, 2024, a subsidiary of Acquiror 10VB8, LLC merged with Kellanova, and Kellanova survived as a wholly owned subsidiary of Acquiror. At the effective time of the merger, each share of Kellanova common stock outstanding was automatically cancelled and converted into the right to receive $83.50 per share in cash, without interest and subject to applicable withholding taxes. The reported trust-held position of 24,736.019 shares was disposed of at this cash price, leaving no remaining beneficial ownership reported for this account; the total included shares previously acquired under the company’s 2025 Dividend Reinvestment Plan.

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Equity M&A and governance analyst

Form 4 confirms closing of Kellanova’s all-cash merger at $83.50 per share.

The disclosure shows that a Kellanova director’s trust-held shares were converted to cash as part of a completed merger with Acquiror 10VB8, LLC, with Kellanova now a wholly owned subsidiary. Each outstanding share of common stock was cancelled and converted into the right to receive $83.50 in cash, indicating an all-cash exit for common shareholders.

Because every share was treated the same way at the merger effective time, this Form 4 mainly documents the clean-up of insider holdings rather than a new strategic move. It also notes that the reported total included shares acquired through the 2025 Dividend Reinvestment Plan, confirming those program shares received the same cash treatment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CAST CARTER A

Role Director

Type	Security	Shares	Price	Value
Disposition	Common	24,736.019	$83.50	$2.07M

Holdings After Transaction: Common — 0 shares (Indirect, Held in Trust)

Footnotes (1)

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"). Includes shares acquired under the Company's Dividend Reinvestment Plan in 2025.

Form 4 Insider Transactions: What Each Field Means →

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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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^*

CAST CARTER A

(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)		24,736.019(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.
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 transaction involving Kellanova (K) does this Form 4 describe?

The Form 4 describes the completion of a merger in which a subsidiary of Acquiror 10VB8, LLC merged with Kellanova, leaving Kellanova as a wholly owned subsidiary and converting all outstanding common shares into a cash right.

At what price were Kellanova (K) common shares converted in the merger?

Each share of Kellanova common stock was automatically cancelled and 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 dispose of in this Form 4?

The reporting person’s indirect holding of 24,736.019 shares held in a trust was reported as disposed of in connection with the merger at a cash price of $83.50 per share.

What is the reporting person’s relationship to Kellanova (K)?

The reporting person is identified as a Director of Kellanova and filed the Form 4 as a single reporting person.

Did shares from Kellanova’s Dividend Reinvestment Plan receive the same merger consideration?

Yes. The filing states that the reported amount includes shares acquired under the company’s Dividend Reinvestment Plan in 2025, which were also converted into the right to receive $83.50 per share in cash.

What happened to Kellanova (K) common stock at the merger effective time?

At the effective time of the merger, each issued and outstanding share of Kellanova common stock was automatically cancelled and converted into the right to receive the $83.50 per-share cash merger consideration.