Kellanova (NYSE: K) shareholders cashed out at $83.50 in completed merger

Rhea-AI Filing Summary

Kellanova completed a merger in which each share of its common stock was cancelled and converted into the right to receive $83.50 per share in cash, subject to applicable tax withholding. Following the transaction, the company became a wholly owned subsidiary of Acquiror 10VB8, LLC under an Agreement and Plan of Merger that also involved Merger Sub 10VB8, LLC and Mars, Incorporated.

For the reporting person, who serves as Chief Legal Officer, all directly and indirectly held common shares, restricted stock units, performance-based restricted stock units and stock options were cancelled at the effective time and converted into cash-based rights tied to the $83.50 per share merger consideration, plus any accrued dividend equivalents where applicable. As a result, the reporting person shows zero securities beneficially owned after the reported transactions.

Insights

Corporate actions analyst

Kellanova shareholders are cashed out at $83.50 per share in an all-cash merger.

The disclosure shows that Kellanova entered into a merger where Merger Sub 10VB8, LLC combined with the company, which now survives as a wholly owned subsidiary of Acquiror 10VB8, LLC. Each outstanding share of common stock was automatically cancelled and exchanged for the right to receive $83.50 in cash, with no interest and subject to tax withholding, giving existing holders a fixed exit value per share.

The filing also details how equity awards were treated. Time-based RSUs, performance-based RSUs and PSUs were cancelled and converted into rights to cash payments based on the $83.50 merger price plus accrued dividend equivalents, while stock options were converted into cash equal to the spread between the merger price and the exercise price. These cash rights generally follow the original vesting schedules or vesting terms described, so the actual timing of payments depends on those award conditions rather than market trading in the stock.

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^*

Haigh Todd W

(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 Legal 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)		31,639.1254	D	$83.5	0	D
Common	12/11/2025		D(1)		357.15(2)	D	$83.5	0	I	By 401(k) Profit Sharing Plan
Common	12/11/2025		D(1)		100	D	$83.5	0	I	Parent's IRA(3)

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)			1,291.318	02/17/2026	02/17/2026	Common	1,291.318	$83.5	0	D
Restricted Stock Units	(4)	12/11/2025		D(4)			1,353.061	02/16/2027	02/16/2027	Common	1,353.061	$83.5	0	D
Restricted Stock Units	(5)	12/11/2025		D(5)			18,173.51	02/21/2028	02/21/2028	Common	18,173.51	$83.5	0	D
Performance-based Restricted Stock Units	(6)	12/11/2025		A(6)		7,424		(6)	(6)	Common	7,424	$0	7,424	D
Performance-based Restricted Stock Units	(6)	12/11/2025		D(6)			7,424	(6)	(6)	Common	7,424	$83.5	0	D
Stock Option	$66.8	12/11/2025		D(7)			8,140	(7)	02/19/2026	Common	8,140	$16.7	0	D
Stock Option	$64.48	12/11/2025		D(7)			6,670	(7)	02/17/2027	Common	6,670	$19.02	0	D
Stock Option	$61.62	12/11/2025		D(7)			7,235	(7)	02/16/2028	Common	7,235	$21.88	0	D
Stock Option	$50.18	12/11/2025		D(7)			8,592	(7)	02/22/2029	Common	8,592	$33.32	0	D
Stock Option	$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)			5,743	(7)	02/19/2031	Common	5,743	$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. 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.

3. Represents share held in an IRA account of the reporting person's mother over which the reporting person has been granted power of attorney and with respect to which he is one of several beneficiaries. The reporting person disclaims beneficial ownership of these securities.

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/ Todd W. Haigh	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 here?

The content describes a merger under which Merger Sub 10VB8, LLC merged with Kellanova, and Kellanova now survives as a wholly owned subsidiary of Acquiror 10VB8, LLC pursuant to an Agreement and Plan of Merger that also includes Mars, Incorporated.

What did Kellanova (K) common shareholders receive in the merger?

Each share of Kellanova common stock outstanding immediately before the effective time was cancelled and converted into the right to receive $83.50 per share in cash, without interest and subject to applicable withholding taxes.

How were Kellanova restricted stock units treated in the merger?

Time-based restricted stock units were cancelled and converted into rights to cash equal to the number of underlying shares 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 termination.

What happened to performance-based restricted stock units (PSUs) at Kellanova?

Each outstanding PSU was deemed fully vested based on the greater of target or actual performance and then cancelled and converted into a cash right equal to the number of shares earned multiplied by the $83.50 per share merger consideration, plus accrued dividend equivalents, subject to tax withholding.

How were Kellanova stock options treated for the reporting person?

Each outstanding and unexercised stock option was converted into a right to receive a cash payment equal to the total 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.

Does the Kellanova reporting person retain any equity after the merger?

No. The Form 4 tables show that after all reported transactions the reporting person beneficially owns zero shares, RSUs, PSUs, or stock options, as those interests were cancelled and converted into cash-based rights under the merger terms.