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.
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Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 1,502.8 | $83.50 | $125K |
| Disposition | Restricted Stock Units | 1,723.04 | $83.50 | $144K |
| Disposition | Restricted Stock Units | 4,453.991 | $83.50 | $372K |
| Grant/Award | Performance-based Restricted Stock Units | 9,078 | $0.00 | -- |
| Disposition | Performance-based Restricted Stock Units | 9,078 | $83.50 | $758K |
| Disposition | Stock Options | 7,896 | $16.70 | $132K |
| Disposition | Stock Options | 6,670 | $19.02 | $127K |
| Disposition | Stock Options | 7,235 | $21.88 | $158K |
| Disposition | Stock Options | 11,238 | $33.32 | $374K |
| Disposition | Stock Options | 5,585 | $25.54 | $143K |
| Disposition | Stock Option | 6,715 | $32.27 | $217K |
| Disposition | Common | 62,531.83 | $83.50 | $5.22M |
| Disposition | Common | 3,863.29 | $83.50 | $323K |
Footnotes (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"). Includes 561.144 shares of Common Stock that were inadvertently excluded from the Form 3 filed by the Reporting Person on 5/19/2025. 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. 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. 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. 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. 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.
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 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.
