Kellanova (K) SVP reports cash-out of stock, RSUs and options at $83.50 per share in Mars merger

Rhea-AI Filing Summary

Kellanova senior vice president reported the cash-out of her ownership and equity awards in connection with the company’s merger with an affiliate of Mars, Incorporated. Under the merger agreement, each share of Kellanova common stock outstanding immediately before the merger was cancelled and converted into the right to receive $83.50 per share in cash, subject to taxes.

Her directly held common shares, shares held in trust, restricted stock units, performance-based restricted stock units, and stock options were either cancelled or converted into cash rights based on the same $83.50 per-share merger consideration, plus any associated dividend equivalents where applicable. The company became a wholly owned subsidiary of the acquiring entity at the effective time of the merger.

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^*

LAWLOR DAVID

(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)		67,714.066	D	$83.5	0	D
Common	12/11/2025		D(1)		4,388	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
Restricted Stock Units	(2)	12/11/2025		D(2)			6,493.975	02/17/2026	02/17/2026	Common	6,493.975	$83.5	0	D
Restricted Stock Units	(2)	12/11/2025		D(2)			7,441.834	02/16/2027	02/16/2027	Common	7,441.834	$83.5	0	D
Restricted Stock Units	(3)	12/11/2025		D(3)			19,287.009	02/21/2028	02/21/2028	Common	19,287.009	$83.5	0	D
Performance-based Restricted Stock Units	(4)	12/11/2025		A(4)		39,340		(4)	(4)	Common	39,340	$0	39,340	D
Performance-based Restricted Stock Units	(4)	12/11/2025		D(4)			39,340	(4)	(4)	Common	39,340	$83.5	0	D
Stock Option	$64.48	12/11/2025		D(5)			9,610	(5)	02/17/2027	Common	9,610	$19.02	0	D
Stock Option	$61.62	12/11/2025		D(5)			11,566	(5)	02/16/2028	Common	11,566	$21.88	0	D
Stock Option	$50.18	12/11/2025		D(5)			43,833	(5)	02/22/2029	Common	43,833	$33.32	0	D
Stock Option	$57.96	12/11/2025		D(5)			32,369	(5)	02/21/2030	Common	32,369	$25.54	0	D
Stock Option	$51.23	12/11/2025		D(5)			33,567	(5)	02/19/2031	Common	33,567	$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/ Sarah Hesse, 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 did Kellanova (K) disclose in this Form 4 filing?

The filing shows a senior vice president’s Kellanova equity holdings, including common stock, restricted stock units, performance-based units, and stock options, being cancelled or converted into cash rights at the closing of a merger with an affiliate of Mars, Incorporated.

What merger consideration did Kellanova (K) shareholders receive per share?

Each share of Kellanova common stock outstanding immediately prior to 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 (K) restricted stock units treated in the merger?

Restricted stock units were cancelled at the effective time and converted into the right to receive a cash amount equal to the number of underlying Kellanova common shares multiplied by the $83.50 per-share merger consideration, plus any accrued dividend equivalents.

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

Performance-based restricted stock units were deemed fully vested at or above target, then cancelled and converted into the right to receive cash equal to the vested share amount multiplied by $83.50 per share, plus accrued dividend equivalents, subject to tax withholding.

How were Kellanova (K) stock options handled in the merger?

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

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

The reporting person is an officer of Kellanova with the title Senior Vice President, and the Form 4 is filed for her individual holdings only.