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Kellanova Form 4: Trust Disposes 114,599 Shares Under 10b5-1 Plan

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

The W.K. Kellogg Foundation Trust reported a sale of 114,599 shares of Kellanova common stock on 08/28/2025 at a price of $79.5546 per share, reducing the Trust's reported position to 45,097,438 shares. The filing identifies the Trust as a reporting person with director status and a 10% owner. The Form 4 states the sales were executed pursuant to trading instructions given May 7, 2024 that are intended to comply with Rule 10b5-1(c). The filing lists LaJune Montgomery Tabron, Steve Cahillane, Richard M. Tsoumas and The Northern Trust Company as Trustees and the W.K. Kellogg Foundation as sole beneficiary.

Positive

  • Sale executed under a 10b5-1(c) plan, which provides an affirmative defense against insider trading allegations
  • Full disclosure of transaction details: date, price ($79.5546), number of shares sold (114,599) and post-transaction holdings (45,097,438)

Negative

  • Insider disposition of 114,599 shares by a related Trust, which investors may view as a sale by a major holder
  • Form 4 does not provide information on the proportion of outstanding shares or how proceeds will be used

Insights

TL;DR Insider sale executed under an established 10b5-1 plan, indicating pre-set trading instructions rather than ad-hoc liquidation.

The Form 4 shows a non-derivative disposition of 114,599 Kellanova shares at $79.5546 each, leaving the Trust with 45,097,438 shares. The filing explicitly states the sale followed trading instructions dated May 7, 2024 and invokes the affirmative-defense conditions of Rule 10b5-1(c). From a governance perspective, reliance on a 10b5-1 plan helps mitigate concerns about selective insider timing, though investors may still note the insider sale amount and continued large beneficial ownership by the Trust.

TL;DR A routine insider disposition under an existing plan; transaction is informational but not clearly materially adverse.

The reported sale is clearly disclosed with transaction date, price and post-transaction holdings. The Trust remains a substantial holder at 45,097,438 shares. The filing provides sufficient specificity on the amount sold and the 10b5-1 instruction date, but does not include context such as proportion of total shares outstanding or proceeds allocation, so market impact cannot be assessed from this Form 4 alone.

Insider KELLOGG W K FOUNDATION TRUST, KELLOGG W K FOUNDATION
Role 10% Owner | 10% Owner
Sold 114,599 shs ($9.12M)
Type Security Shares Price Value
Sale Common Stock 114,599 $79.5546 $9.12M
Holdings After Transaction: Common Stock — 45,097,438 shares (Direct)
Footnotes (1)
  1. F1. 45,097,438 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.

FAQ

What did the W.K. Kellogg Foundation Trust report in the Form 4 for Kellanova (K)?
The Trust reported a sale of 114,599 shares on 08/28/2025 at $79.5546 per share, leaving 45,097,438 shares beneficially owned.

Was the insider sale by the Trust executed under a 10b5-1 plan?
Yes. The filing states the sales were made pursuant to trading instructions dated May 7, 2024 intended to comply with Rule 10b5-1(c).

Who are the trustees or reporting individuals named in the Form 4?
The filing identifies trustees LaJune Montgomery Tabron, Steve Cahillane, Richard M. Tsoumas and The Northern Trust Company, with the W.K. Kellogg Foundation as sole beneficiary.

What is the post-transaction ownership reported by the Trust?
The Trust reported beneficial ownership of 45,097,438 shares following the reported transaction.

Does the Form 4 include derivative transactions or amendments?
No derivative securities or amendments are reported in this Form 4; the filing covers a non-derivative sale only.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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).
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)
08/28/2025
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 08/28/2025 08/28/2025 S 114,599 D $79.5546 45,097,438(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. 45,097,438 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 08/28/2025
** 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