Kellanova (NYSE: K) officer cashes out equity in $83.50-per-share Mars merger

Rhea-AI Filing Summary

Kellanova reported that a senior vice president disposed of all directly held common shares and equity awards in connection with the company’s cash merger with an affiliate of Mars, Incorporated. Each share of common stock was cancelled and converted into the right to receive $83.50 per share in cash, subject to tax withholding. The officer’s 94,124 common shares and multiple tranches of restricted stock units, performance-based units, and stock options were cancelled at the merger’s effective time and converted into cash rights based on the same $83.50 per-share merger consideration, plus any accrued dividend equivalents where applicable. Performance-based units were deemed fully vested based on at least target performance before being cashed out under these terms.

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^*

Howell Melissa 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)

	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)		94,124	D	$83.5	0	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
Restricted Stock Units	(2)	12/11/2025		D(2)			6,741.772	02/17/2026	02/17/2026	Common	6,741.772	$83.5	0	D
Restricted Stock Units	(2)	12/11/2025		D(2)			6,437.62	02/16/2027	02/16/2027	Common	6,437.62	$83.5	0	D
Restricted Stock Units	(3)	12/11/2025		D(3)			20,022.53	02/21/2028	02/21/2028	Common	20,022.53	$83.5	0	D
Performance-based Restricted Stock Units	(4)	12/11/2025		A(4)		37,198		(4)	(4)	Common	37,198	$0	37,198	D
Performance-based Restricted Stock Units	(4)	12/11/2025		D(4)			37,198	(4)	(4)	Common	37,198	$83.5	0	D
Stock Options	$64.48	12/11/2025		D(5)			36,179	(5)	02/17/2027	Common	36,179	$19.02	0	D
Stock Options	$61.62	12/11/2025		D(5)			43,075	(5)	02/16/2028	Common	43,075	$21.88	0	D
Stock Options	$50.18	12/11/2025		D(5)			56,982	(5)	02/22/2029	Common	56,982	$33.32	0	D
Stock Options	$57.96	12/11/2025		D(5)			32,041	(5)	02/21/2030	Common	32,041	$25.54	0	D
Stock Option	$51.23	12/11/2025		D(5)			36,247	(5)	02/19/2031	Common	36,247	$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. 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.

3. 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.

4. 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.

5. 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 does this Form 4 filing for Kellanova (K) report?

It reports that a senior vice president of Kellanova disposed of all directly held common shares and related equity awards when the company completed a cash merger, with all such interests converted into rights to receive cash.

What cash consideration did Kellanova shareholders receive in the Mars 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 tax withholdings.

How many Kellanova common shares did the reporting officer dispose of?

The senior vice president disposed of 94,124 shares of Kellanova common stock, which were cancelled and converted into the right to receive $83.50 per share in cash under the merger terms.

What happened to the Kellanova restricted stock units in this Form 4?

The reported restricted stock units were cancelled at the merger’s effective time and converted into cash equal to the number of shares underlying the RSUs multiplied by the $83.50 per-share merger consideration, plus any accrued dividend equivalents.

How were Kellanova performance-based restricted stock units treated in the merger?

Each performance-based restricted stock unit was deemed fully vested, based on the greater of target or actual performance, then cancelled and converted into the right to receive cash based on the number of underlying shares times $83.50, plus accrued dividend equivalents.

What happened to Kellanova stock options held by the reporting person?

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

Who acquired Kellanova according to this Form 4 disclosure?

The disclosure states that Kellanova became a wholly owned subsidiary of Acquiror 10VB8, LLC, with Mars, Incorporated identified as a party to the merger agreement for the limited purposes set forth in that agreement.