Kellanova (NYSE: K) insider reports equity cash-out at $83.50 Mars merger price

Rhea-AI Filing Summary

Kellanova reports insider equity changes tied to its merger with a Mars affiliate. A senior vice president filed a Form 4 showing that, 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, before taxes.

The filing explains that the officer’s restricted stock units were cancelled and converted into cash rights based on the merger cash price, including associated dividend equivalents. Certain RSUs became cash retention awards that keep the original vesting schedule. Performance-based restricted stock units were deemed fully vested, based on the greater of target or actual performance, then converted into cash using the same per-share merger consideration. Outstanding stock options were converted into a cash right equal to the in-the-money value per option, using the $83.50 merger price.

Insider Trade Summary

13 transactions reported

Mixed 13 txns

Insider AMAYA NICOLAS

Role Senior Vice President

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	4,246.717	$83.50	$355K
Disposition	Restricted Stock Units	8,583.479	$83.50	$717K
Disposition	Restricted Stock Units	22,249.526	$83.50	$1.86M
Grant/Award	Performance-based Restricted Stock Units	36,268	$0.00	--
Disposition	Performance-based Restricted Stock Units	36,268	$83.50	$3.03M
Disposition	Stock Option	6,105	$16.70	$102K
Disposition	Stock Option	6,670	$19.02	$127K
Disposition	Stock Option	7,959	$21.88	$174K
Disposition	Stock Option	12,436	$33.32	$414K
Disposition	Stock Option	17,806	$25.54	$455K
Disposition	Stock Option	22,826	$32.27	$737K
Disposition	Common	43,630.36	$83.50	$3.64M
Disposition	Common	555.154	$83.50	$46K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance-based Restricted Stock Units — 36,268 shares (Direct); Stock Option — 0 shares (Direct); Common — 0 shares (Direct); Common — 0 shares (Indirect, By 401(k) Profit Sharing Plan)

Footnotes (1)

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"). 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.

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

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^*

AMAYA NICOLAS

(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)
	Senior Vice President

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)		43,630.3597	D	$83.5	0	D
Common	12/11/2025		D(1)		555.154(2)	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	(3)	12/11/2025		D(3)			4,246.717	02/17/2026	02/17/2026	Common	4,246.717	$83.5	0	D
Restricted Stock Units	(3)	12/11/2025		D(3)			8,583.479	02/16/2027	02/16/2027	Common	8,583.479	$83.5	0	D
Restricted Stock Units	(4)	12/11/2025		D(4)			22,249.526	02/21/2028	02/21/2028	Common	22,249.526	$83.5	0	D
Performance-based Restricted Stock Units	(5)	12/11/2025		A(5)		36,268		(5)	(5)	Common	36,268	$0	36,268	D
Performance-based Restricted Stock Units	(5)	12/11/2025		D(5)			36,268	(5)	(5)	Common	36,268	$83.5	0	D
Stock Option	$66.8	12/11/2025		D(6)			6,105	(6)	02/19/2026	Common	6,105	$16.7	0	D
Stock Option	$64.48	12/11/2025		D(6)			6,670	(6)	02/17/2027	Common	6,670	$19.02	0	D
Stock Option	$61.62	12/11/2025		D(6)			7,959	(6)	02/16/2028	Common	7,959	$21.88	0	D
Stock Option	$50.18	12/11/2025		D(6)			12,436	(6)	02/22/2029	Common	12,436	$33.32	0	D
Stock Option	$57.96	12/11/2025		D(6)			17,806	(6)	02/21/2030	Common	17,806	$25.54	0	D
Stock Option	$51.23	12/11/2025		D(6)			22,826	(6)	02/19/2031	Common	22,826	$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. 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.

4. 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.

5. 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.

6. 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, Attorney-in-fact	12/11/2025
	** 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).
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FAQ

What corporate event involving Kellanova (K) is reflected in this Form 4?

The Form 4 reflects the completion of a merger in which Kellanova became a wholly owned subsidiary of an affiliate of Mars, Incorporated, and all common shares were cancelled for cash.

What cash amount did Kellanova (K) shareholders receive per share in the merger?

Each share of Kellanova common stock outstanding immediately before the effective time was converted into the right to receive $83.50 per share in cash, before applicable tax withholding.

How were the reporting officer’s restricted stock units in Kellanova (K) treated?

The officer’s restricted stock units (RSUs) were cancelled and converted into cash rights equal to the number of underlying shares multiplied by the $83.50 merger price, plus any accrued dividend equivalents.

What happened to Kellanova (K) performance-based restricted stock units in this transaction?

Each performance-based restricted stock unit was deemed fully vested, based on the greater of target or actual performance, and then converted into a cash right using the $83.50 per share merger consideration plus dividend equivalents.

How were Kellanova (K) stock options held by the officer treated at the merger?

Each outstanding and unexercised stock option was converted into a cash right equal to the number of option shares times the excess of the $83.50 merger cash price over the option’s exercise price, with no interest.

Did any Kellanova (K) equity awards continue to vest after the merger?

Certain RSUs became cash retention awards that generally keep the same terms and vesting schedule as before, and they become payable on the original vesting dates or earlier upon a qualifying termination of employment.