Kellanova (NYSE: K) officer reports $83.50 cash-out of shares in Mars merger

Rhea-AI Filing Summary

Kellanova disclosed that a senior vice president disposed of all company equity in connection with the closing of its merger with an affiliate of Mars, Incorporated. Each share of common stock outstanding immediately before the effective time of the merger was automatically cancelled and converted into the right to receive $83.50 in cash per share, before taxes. The officer’s directly held common shares and shares held through the Kellanova Savings and Investment Plan were eliminated as part of this transaction.

Outstanding restricted stock units, performance-based restricted stock units and stock options were cancelled and converted into cash rights based on the same $83.50 per share merger consideration, plus any accrued dividend equivalents where applicable. These replacement cash awards generally follow the prior vesting schedules or, for options and fully vested performance units, provide lump-sum cash based on the number of underlying shares and the option exercise price.

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^*

Lance Rodrigo

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

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)		38,368	D	$83.5	0	D
Common	12/11/2025		D(1)		76.016(2)	D	$83.5	0	I	By 401(k) Profit Sharing Plan

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
Restricted Stock Units	(3)	12/11/2025		D(3)			4,246.717	02/17/2026	02/17/2026	Common	4,246.717	$83.5	0	D
Restricted Stock Units	(3)	12/11/2025		D(3)			4,460.872	02/16/2027	02/16/2027	Common	4,460.872	$83.5	0	D
Restricted Stock Units	(4)	12/11/2025		D(4)			12,606.021	02/21/2028	02/21/2028	Common	12,606.021	$83.5	0	D
Performance-based Restricted Stock Units	(5)	12/11/2025		A(5)		24,578		(5)	(5)	Common	24,578	$0	24,578	D
Performance-based Restricted Stock Units	(5)	12/11/2025		D(5)			24,578	(5)	(5)	Common	24,578	$83.5	0	D
Stock Option	$66.8	12/11/2025		D(6)			8,140	(6)	02/19/2026	Common	8,140	$16.7	0	D
Stock Option	$64.48	12/11/2025		D(6)			6,670	(6)	02/17/2027	Common	6,670	$19.02	0	D
Stock Option	$61.62	12/11/2025		D(6)			10,514	(6)	02/16/2028	Common	10,514	$21.88	0	D
Stock Option	$50.18	12/11/2025		D(6)			11,306	(6)	02/22/2029	Common	11,306	$33.32	0	D
Stock Option	$57.96	12/11/2025		D(6)			8,309	(6)	02/21/2030	Common	8,309	$25.54	0	D
Stock Option	$51.23	12/11/2025		D(6)			11,724	(6)	02/19/2031	Common	11,724	$32.27	0	D

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. 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.

3. 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.

4. 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.

5. 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.

6. 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.

	/s/ Todd W. Haigh, Attorney-in-fact	12/11/2025
	** Signature of Reporting Person	Date
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FAQ

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

A senior vice president reported the disposition of all Kellanova common shares and equity awards as they were cancelled and converted to cash rights at the closing of the merger with an affiliate of Mars, Incorporated.

What cash amount did Kellanova shareholders receive per share in the Mars merger?

Each share of Kellanova common stock outstanding immediately before the effective time of the merger was converted into the right to receive $83.50 per share in cash, without interest and subject to applicable tax withholding.

How were Kellanova restricted stock units (RSUs) treated in the merger?

Kellanova RSUs were cancelled and converted into a cash right equal to the number of shares underlying the RSUs multiplied by the $83.50 merger consideration, plus all dividend equivalents credited on those RSUs.

What happened to Kellanova performance-based restricted stock units (PSUs)?

Each outstanding performance-based restricted stock unit vested at the greater of target or actual performance, then was cancelled and converted into a cash right based on the vested share count times the $83.50 merger price, plus any accrued dividend equivalents.

How were Kellanova stock options handled in the Mars acquisition?

Each outstanding and unexercised Kellanova stock option was converted into a cash right equal to the number of shares subject to the option multiplied by the excess, if any, of the $83.50 merger consideration over the option’s exercise price.

What happened to Kellanova shares held in the 401(k) Savings and Investment Plan?

Shares of Kellanova common stock held in the reporting person’s Kellanova Savings and Investment Plan account were also cancelled at the effective time and converted into the right to receive the $83.50 per share merger consideration in cash.

What is the reporting person’s role at Kellanova in this insider filing?

The filing identifies the reporting person as an officer of Kellanova, serving as Senior Vice President at the time of the reported transactions.