K (Kellanova) Form 4: Foundation Trust disposes of 114,583 shares under 10b5-1 plan

Rhea-AI Filing Summary

Kellanova (K) insider filing shows the W.K. Kellogg Foundation Trust sold 114,583 shares of K common stock on 08/14/2025 at a reported price of $80.0734 per share, leaving the Trust with 45,326,620 shares after the transaction. The filing identifies the Trust as a reporting person with the Foundation as sole beneficiary and lists trustees and Northern Trust Company acting as corporate trustee. The sale was made pursuant to trading instructions dated May 7, 2024 that are intended to comply with Rule 10b5-1(c).

Positive

• Sale executed under a 10b5-1(c) trading plan, indicating pre-arranged and compliant disposition
• Clear disclosure of remaining beneficial ownership: 45,326,620 shares reported after the sale

Negative

• Disposition of 114,583 shares reduces the Trust's holdings
• Form 4 reports a sale which could be interpreted as a reduction in insider-held shares, though plan-based

Insights

Securities Analyst

TL;DR: A scheduled sale under a 10b5-1 plan reduced the Foundation's K stake by 114,583 shares, leaving 45.3M shares.

The reported transaction is a non-derivative sale executed by the W.K. Kellogg Foundation Trust on 08/14/2025 at $80.0734 per share for 114,583 shares. The filing explicitly states the sale was pursuant to trading instructions dated 05/07/2024 intended to satisfy Rule 10b5-1(c), indicating pre-planned execution rather than opportunistic insider trading. The remaining beneficial ownership is reported as 45,326,620 shares, and Northern Trust Company signed as corporate trustee under power of attorney.

Corporate Governance Expert

TL;DR: Transaction appears procedural and compliant with pre-established 10b5-1 instructions; not an unexpected change in control.

The filing documents a single-line non-derivative disposition by the Trust and explicitly references compliance with a 10b5-1(c) trading plan from May 7, 2024. The disclosure names trustees and confirms the Foundation as sole beneficiary, clarifying the indirect ownership structure. No other transactions, option activity, or changes to ownership percentage are disclosed in this Form 4.

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

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

KELLOGG W K FOUNDATION TRUST

(Last) (First) (Middle)

ONE MICHIGAN AVE. EAST

(Street)

BATTLE CREEK MI 49017

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 Stock	08/14/2025	08/14/2025	S		114,583	D	$80.0734	45,326,620(1)	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

1. Name and Address of Reporting Person^*

KELLOGG W K FOUNDATION TRUST

(Last) (First) (Middle)

ONE MICHIGAN AVE. EAST

(Street)

BATTLE CREEK MI 49017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KELLOGG W K FOUNDATION

(Last) (First) (Middle)

ONE MICHIGAN AVENUE EAST

(Street)

BATTLE CREEK MI 49017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 45,326,620 shares were owned following the reported transaction by the W.K. Kellogg Foundation Trust (the "Trust") of which LaJune Montgomery Tabron, Steve Cahillane, Richard M. Tsoumas and The Northern Trust Company are Trustees and the W.K. Kellogg Foundation (the "Foundation") is the sole beneficiary.

Remarks:

The sales reported on this Form 4 were made pursuant to trading instructions given by the W.K. Kellogg Foundation Trust on May 7, 2024 that are intended to comply with Rule 10b5-1(c) under the Securities and Exchange Act of 1934.

	Craig R. Carberry, Deputy General Counsel, The Northern Trust Company, as Corporate Trustee of the W.K. Kellogg Foundation Trust and signing for the W.K. Kellogg Foundation pursuant to a Power of Attorney dated August 30, 2017	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the W.K. Kellogg Foundation Trust report for K (Kellanova)?

The Trust reported a sale of 114,583 shares of K common stock on 08/14/2025 at a price of $80.0734 per share, leaving 45,326,620 shares beneficially owned.

Was the sale executed under a 10b5-1 plan?

Yes. The filing states the sales were made pursuant to trading instructions dated 05/07/2024 intended to comply with Rule 10b5-1(c).

Who signed the Form 4 for the reporting person?

Craig R. Carberry, Deputy General Counsel, The Northern Trust Company, as Corporate Trustee, signed the Form 4 on behalf of the W.K. Kellogg Foundation Trust under a power of attorney.

What is the relationship between the reporting person and Kellanova?

The filing identifies the reporting person as a Director and a 10% owner (W.K. Kellogg Foundation Trust) with the Foundation as sole beneficiary.

Does the Form 4 show any derivative transactions?

No. Table II for derivative securities contains no reported transactions in this filing.