Kellanova (NYSE: K) CFO details $83.50-per-share cash merger payout

Rhea-AI Filing Summary

Kellanova’s Chief Financial Officer reports cash-out of equity awards following the company’s merger with a Mars, Incorporated affiliate. At the merger’s effective time, each share of Kellanova common stock was cancelled and converted into the right to receive $83.50 per share in cash, subject to taxes. The filing shows the CFO disposing of 62,531.83 directly held shares and 3,863.29 shares held through a 401(k) profit sharing plan, both at the merger cash price.

All outstanding restricted stock units, performance-based restricted stock units, and stock options were cancelled and converted into rights to receive cash based on the $83.50 per share merger consideration, plus any accrued dividend equivalents where applicable. Certain converted RSU cash awards remain subject to the original vesting schedules or earlier payout upon a qualifying termination of employment.

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^*

Renwick John

(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)
	Chief Financial Officer

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)		62,531.83(2)	D	$83.5	0	D
Common	12/11/2025		D(1)		3,863.29(3)	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	(4)	12/11/2025		D(4)			1,502.8	02/17/2026	02/17/2026	Common	1,502.8	$83.5	0	D
Restricted Stock Units	(4)	12/11/2025		D(4)			1,723.04	02/16/2027	02/16/2027	Common	1,723.04	$83.5	0	D
Restricted Stock Units	(5)	12/11/2025		D(5)			4,453.991	02/21/2028	02/21/2028	Common	4,453.991	$83.5	0	D
Performance-based Restricted Stock Units	(6)	12/11/2025		A(6)		9,078		(6)	(6)	Common	9,078	$0	9,078	D
Performance-based Restricted Stock Units	(6)	12/11/2025		D(6)			9,078	(6)	(6)	Common	9,078	$83.5	0	D
Stock Options	$66.8	12/11/2025		D(7)			7,896	(7)	02/19/2026	Common	7,896	$16.7	0	D
Stock Options	$64.48	12/11/2025		D(7)			6,670	(7)	02/17/2027	Common	6,670	$19.02	0	D
Stock Options	$61.62	12/11/2025		D(7)			7,235	(7)	02/16/2028	Common	7,235	$21.88	0	D
Stock Options	$50.18	12/11/2025		D(7)			11,238	(7)	02/22/2029	Common	11,238	$33.32	0	D
Stock Options	$57.96	12/11/2025		D(7)			5,585	(7)	02/21/2030	Common	5,585	$25.54	0	D
Stock Option	$51.23	12/11/2025		D(7)			6,715	(7)	02/19/2031	Common	6,715	$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. Includes 561.144 shares of Common Stock that were inadvertently excluded from the Form 3 filed by the Reporting Person on 5/19/2025.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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
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FAQ

What does this Form 4 for Kellanova (K) disclose?

The Form 4 discloses that Kellanova’s Chief Financial Officer reported the disposition of company shares and equity awards in connection with the closing of a merger in which each Kellanova common share was converted into the right to receive $83.50 per share in cash.

What merger transaction affected Kellanova (K) shares?

The filing states that, under an Agreement and Plan of Merger, a Mars, Incorporated affiliate acquired Kellanova. At the effective time, each outstanding share of Kellanova common stock was cancelled and converted into the right to receive $83.50 in cash per share.

How many Kellanova shares did the CFO report disposing of?

The CFO reported disposing of 62,531.83 directly held shares of common stock and 3,863.29 shares held indirectly through the Kellanova Savings and Investment Plan, all at the $83.50 per-share merger consideration.

What happened to the CFO’s restricted stock units (RSUs) in the Kellanova merger?

At the effective time of the merger, the RSUs were cancelled and converted into rights to receive cash equal to the number of shares underlying the RSUs multiplied by the $83.50 per-share merger consideration, plus any accrued dividend equivalents, generally payable on the original vesting schedule or earlier upon a qualifying employment termination.

How were performance-based RSUs (PSUs) treated for the Kellanova CFO?

Each PSU outstanding immediately before the effective time was deemed fully vested based on the greater of target or actual performance and was cancelled and converted into the right to receive cash equal to the vested share amount times $83.50 per share, plus dividend equivalents, subject to tax withholding.

What happened to the CFO’s Kellanova stock options in the merger?

Each unexercised stock option was converted into a right to receive cash 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, without interest and subject to tax withholding.

Were any previously unreported Kellanova shares noted in this Form 4?

Yes. The explanation notes that the reported holdings include 561.144 shares of common stock that were inadvertently excluded from the CFO’s prior Form 3 dated May 19, 2025.