Kellanova (NYSE: K) director cashed out trust-held shares at $83.50 in merger

Rhea-AI Filing Summary

Kellanova disclosed an insider transaction by a director in connection with the closing of a merger. Under an Agreement and Plan of Merger dated August 13, 2024, Merger Sub 10VB8, LLC merged with and into the issuer, which now survives as a wholly owned subsidiary of Acquiror 10VB8, LLC, with Mars, Incorporated as a party to the agreement.

At the effective time of the merger, each share of the issuer’s common stock, par value $0.25 per share, 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 reporting person, a director, reported the disposition of 29,302.171 shares of common stock held indirectly in a trust on December 11, 2025 at a price of $83.50 per share, leaving zero shares beneficially owned. The holdings included shares previously acquired under the company’s Dividend Reinvestment Plan in 2025.

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^*

TASTAD CAROLYN M

(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)		29,302.171(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.
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FAQ

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

A director reported the disposition of 29,302.171 shares of Kellanova common stock held indirectly in a trust, in connection with the closing of a merger on December 11, 2025.

At what price were the Kellanova (K) shares effectively cashed out?

Each share of Kellanova common stock was cancelled and converted into the right to receive $83.50 per share in cash, without interest and subject to applicable withholding taxes, as merger consideration.

What merger is described in this Kellanova (K) insider filing?

The filing references an Agreement and Plan of Merger dated August 13, 2024, under which Merger Sub 10VB8, LLC merged with and into the issuer, which now survives as a wholly owned subsidiary of Acquiror 10VB8, LLC, with Mars, Incorporated participating in the agreement.

How many Kellanova (K) shares does the reporting person own after the transaction?

Following the reported merger-related disposition, the Form 4 shows the reporting person beneficially owns 0 shares of Kellanova common stock.

How were the disposed Kellanova (K) shares held before the merger?

The 29,302.171 shares of Kellanova common stock were held indirectly in a trust, and the total included shares acquired under the company’s Dividend Reinvestment Plan in 2025.

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

The reporting person is identified as a director of Kellanova on the Form 4, with the form filed for one reporting person.