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Kellanova Form 4: Director adds 316.04 phantom units, updates holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kellanova (K) reported a director transaction on 11/14/2025. The reporting person acquired 316.04 phantom stock units at $83.06 under the Kellanova Deferred Compensation Plan for Non-Employee Directors. Following the transaction, 23,091.726 derivative units were beneficially owned directly.

Reported indirect common stock holdings include 31,967.854 held in trust (see footnote 1), 9,200 in a family trust (footnote 2), 34,296 in a trust including the reporting person (footnote 3), and 1,409,000 in family partnerships (footnote 4). Footnotes state beneficial ownership is disclaimed except to the extent of pecuniary interest, and phantom units are valued and paid in stock at retirement.

Positive

  • None.

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Insider Gund G Zachary
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units 316.04 $83.06 $26K
holding Common -- -- --
holding Common -- -- --
holding Common -- -- --
holding Common -- -- --
Holdings After Transaction: Phantom Stock Units — 23,091.726 shares (Direct); Common — 31,967.854 shares (Indirect, Held in Trust)
Footnotes (1)
  1. Excludes dividends reinvested after January 1, 2025. **These shares are held in a trust for the benefit of certain members of the reporting person's family. A family member of the reporting person is the trustee. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. *These shares are held in a trust for the benefit of the reporting person and certain members of his family. The reporting person is one of several trustees and, in such capacity, may have voting and dispositive power over all such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. ***These shares are held in family partnerships, the partners of which include a trust for the benefit of the reporting person. The reporting person serves as a manager of these partnerships and, in such capacity, may have voting and dispositive power over all such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. According to the terms of the Kellanova Deferred Compensation Plan for Non-Employee Directors, final value of phantom stock units is to be determined as of date of reporting person's retirement and paid in stock.
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Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
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*
Gund G Zachary
(Last) (First) (Middle)
412 N. WELLS STREET
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025
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 31,967.854(1) I Held in Trust
Common 9,200 I See footnote**(2)
Common 34,296 I See footnote*(3)
Common 1,409,000 I See footnote***(4)
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
Phantom Stock Units (5) 11/14/2025 A 316.04 (5) (5) Common 316.04 $83.06 23,091.726 D
Explanation of Responses:
1. Excludes dividends reinvested after January 1, 2025.
2. **These shares are held in a trust for the benefit of certain members of the reporting person's family. A family member of the reporting person is the trustee. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
3. *These shares are held in a trust for the benefit of the reporting person and certain members of his family. The reporting person is one of several trustees and, in such capacity, may have voting and dispositive power over all such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
4. ***These shares are held in family partnerships, the partners of which include a trust for the benefit of the reporting person. The reporting person serves as a manager of these partnerships and, in such capacity, may have voting and dispositive power over all such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
5. According to the terms of the Kellanova Deferred Compensation Plan for Non-Employee Directors, final value of phantom stock units is to be determined as of date of reporting person's retirement and paid in stock.
Remarks:
/s/ Todd W. Haigh, Attorney-in-fact 11/14/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Kellanova (K) disclose in this Form 4?

A director acquired 316.04 phantom stock units on 11/14/2025 and updated direct and indirect holdings.

How many phantom stock units were acquired and at what price?

The filing reports 316.04 phantom stock units acquired at $83.06.

What is the director’s total derivative position after the transaction?

Beneficially owned 23,091.726 phantom stock units directly after the reported transaction.

What indirect common stock holdings were reported for K (Kellanova)?

Indirect holdings include 31,967.854 in trust, 9,200 in a family trust, 34,296 in a trust including the reporting person, and 1,409,000 in family partnerships.

How are the phantom stock units settled under the plan?

Per the plan, the final value is determined at retirement and is paid in stock.

What is the relationship of the reporting person to Kellanova?

The reporting person is a Director.

Do the footnotes include any ownership disclaimers?

Yes. The filing states the reporting person disclaims beneficial ownership of certain indirect shares except to the extent of pecuniary interest.