Kellanova (K) director reports cash-out of shares at $83.50 in Mars takeover

Rhea-AI Filing Summary

Kellanova reported an insider transaction tied to its acquisition by a Mars-affiliated entity. A director’s trust disposed of 19,579.704 shares of common stock at $83.50 per share in cash on 12/11/2025, reflecting the closing of a merger in which Kellanova became a wholly owned subsidiary of Acquiror 10VB8, LLC, an affiliate of Mars, Incorporated. At the merger’s effective time, each outstanding Kellanova common share was cancelled and converted into the right to receive the same $83.50 cash consideration, before any tax withholding.

The filing also notes that deferred stock units (DSUs) held by the reporting person ceased to exist and were converted into a future cash right. That cash amount will be based on the number of shares underlying each DSU multiplied by the $83.50 per-share merger price, plus accrued dividend equivalents, to be paid under Kellanova’s deferred compensation plan for non‑employee directors in accordance with tax rules.

Insights

Equity compensation and M&A specialist

Mars’ cash acquisition of Kellanova triggers full cash-out of this director’s equity.

The disclosure shows that Kellanova has completed a merger with Acquiror 10VB8, LLC, affiliated with Mars, Incorporated, in which each share of common stock was converted into the right to receive $83.50 in cash. The director’s trust therefore reports a disposition of 19,579.704 shares at this price, consistent with a standard go-private cash merger where public shareholders are bought out.

Deferred stock units are treated similarly but paid later. Each DSU is now a right to receive cash equal to the number of underlying shares times the $83.50 merger price, plus dividend equivalents, paid on the schedule set by Kellanova’s deferred compensation plan and subject to Section 409A tax rules. For investors, this confirms the mechanics by which both direct holdings and equity-based compensation are monetized in connection with the completed transaction.

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^*

Gillum Roderick D.

(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)		19,579.704(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
Phantom Stock Units	(3)	12/11/2025		D(3)			7,513.966	(3)	(3)	Common	7,513.966	$83.5	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. Includes shares acquired under the Company's Dividend Reinvestment Plan in 2025.

3. At the Effective Time, each deferred stock unit (a "DSU") that was outstanding immediately prior to the Effective Time, by virtue of the Merger, ceased to be outstanding and was converted into the right of the Reporting Person to receive, at the time specified in the Kellanova Deferred Compensation Plan for Non-Employee Directors and in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, an amount in cash, without interest, equal to the sum of the product of such number of shares of Common Stock underlying the DSU and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such DSU, subject to tax withholding.

	/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.
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FAQ

What transaction involving Kellanova (K) is described in this Form 4?

The filing describes how a Kellanova director’s shares and deferred stock units were cashed out in connection with a merger in which Kellanova became a wholly owned subsidiary of Acquiror 10VB8, LLC, an affiliate of Mars, Incorporated.

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 tax withholding.

How many Kellanova (K) shares did the reporting person’s trust dispose of?

The reporting person’s trust disposed of 19,579.704 shares of Kellanova common stock at the merger effective time, reflecting their conversion into cash at the $83.50 per-share merger price.

What happened to the director’s deferred stock units (DSUs) in the Kellanova (K) merger?

Each outstanding deferred stock unit ceased to exist and became a right to receive cash equal to the number of underlying Kellanova shares multiplied by the $83.50 merger consideration, plus accrued dividend equivalents, payable under the Kellanova Deferred Compensation Plan for Non-Employee Directors.

Were any derivative securities still held by the reporting person after the Kellanova (K) merger?

After the reported transactions, the table shows 0 derivative securities beneficially owned by the reporting person, indicating that their phantom stock units were fully converted into cash rights under the merger terms.

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

The reporting person is identified as a director of Kellanova, with the reported common shares previously held indirectly in a trust.