Kellanova (NYSE: K) director reports $83.50 per share cash-out in Mars deal

Rhea-AI Filing Summary

Kellanova director reports cash-out of shares and units in Mars merger. A Kellanova director filed a Form 4 after the completion of a merger in which Merger Sub 10VB8, LLC combined with Kellanova, leaving Kellanova as a wholly owned subsidiary of Acquiror 10VB8, LLC, an affiliate of Mars, Incorporated. At the merger’s effective time, every share of Kellanova common stock was cancelled and converted into the right to receive $83.50 per share in cash, before taxes. The filing shows dispositions of multiple indirect holdings, including trust and family partnership positions and 1,409,000 common shares, all at $83.50 per share. In addition, 23,574.065 phantom stock units were cancelled and converted into a cash right equal to the merger price per underlying share plus related dividend equivalents, payable in accordance with Kellanova’s deferred compensation plan and applicable tax rules.

Insights

Equity compensation and M&A specialist

Mars’ cash merger triggers full $83.50 per share cash-out for this Kellanova director’s equity and deferred units.

The filing describes the closing mechanics of a cash merger where Merger Sub 10VB8, LLC merged into Kellanova, leaving it as a wholly owned subsidiary of an affiliate of Mars, Incorporated. 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, aligning the director’s equity treatment with that of other shareholders.

For this director, multiple indirect positions were disposed of at $83.50 per share, including 1,409,000 common shares held through family partnerships and additional shares held in trusts and a dividend reinvestment plan. The form notes that the director disclaims beneficial ownership beyond his pecuniary interest in these vehicles, which is standard in complex family and trust structures.

The filing also explains that 23,574.065 deferred or phantom stock units were converted, by virtue of the merger, into a cash right equal to the number of underlying shares multiplied by the $83.50 merger consideration, plus accrued dividend equivalents, subject to withholding. Payment timing follows the Kellanova Deferred Compensation Plan and Section 409A of the tax code, so actual cash receipts depend on the specific deferral elections and plan schedule rather than the merger date alone.

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^*

Gund G Zachary

(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)

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

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)		32,709.311(2)	D	$83.5	0	I	Held in Trust
Common	12/11/2025		D(1)		9,200	D	$83.5	0	I	See footnote(3)
Common	12/11/2025		D(1)		34,296	D	$83.5	0	I	See footnote(4)
Common	12/11/2025		D(1)		1,409,000	D	$83.5	0	I	See footnote(5)

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	(6)	12/11/2025		D(6)			23,574.065	(6)	(6)	Common	23,574.065	$83.5	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. Includes shares acquired under the Company's Dividend Reinvestment Plan in 2025.

3. 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.

4. 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.

5. 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.

6. At the Effective Time, each deferred stock unit (a "DSU") that was outstanding immediately prior to the Effective Time, by virtue of the Merger, ceased to be outstanding and was converted into the right of the reporting person to receive, at the time specified in the Kellanova Deferred Compensation Plan for Non-Employee Directors and in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, an amount in cash, without interest, equal to the sum of the product of such number of shares of Common Stock underlying the DSU and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such DSU, subject to tax withholding.

	/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).
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 merger involving Kellanova (K) is described in this Form 4?

The filing describes a merger under an Agreement and Plan of Merger dated August 13, 2024, in which Merger Sub 10VB8, LLC merged with and into Kellanova. After the effective time, Kellanova continued as a wholly owned subsidiary of Acquiror 10VB8, LLC, an affiliate of Mars, Incorporated.

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

Each share of Kellanova common stock 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 applicable tax withholding.

What did the Kellanova director report selling or disposing of in this Form 4?

The director reported dispositions of multiple indirect holdings of Kellanova common stock on 12/11/2025, including 32,709.311 shares held through a dividend reinvestment plan, 9,200 shares and 34,296 shares held in family-related trusts, and 1,409,000 shares held in family partnerships, all at $83.50 per share.

How were the Kellanova director’s deferred or phantom stock units treated in the merger?

The filing states that each deferred stock unit (DSU) outstanding immediately before the effective time ceased to be outstanding and was converted into the right to receive a cash amount equal to the number of underlying Kellanova common shares multiplied by the $83.50 merger consideration, plus accrued dividend equivalents, payable in accordance with the Kellanova Deferred Compensation Plan and Section 409A.

Does the Kellanova director claim full beneficial ownership of all reported indirect shares?

No. The filing explains that certain shares are held in family trusts and family partnerships. The director disclaims beneficial ownership of those shares except to the extent of his pecuniary interest, and notes that the report is not an admission of beneficial ownership for Section 16 or other purposes.

What role does the reporting person have at Kellanova (K)?

The Form 4 indicates that the reporting person is a director of Kellanova. The form is filed as a single reporting person filing, reflecting his transactions and holdings related to the merger.