K Form 4: Stephanie Burns Reports Phantom Units and 47,289 Shares Held

Rhea-AI Filing Summary

Stephanie Burns, a Kellanova director, reported transactions on 08/15/2025. The filing shows 34,537.594 shares of Kellanova common stock held indirectly in trust, excluding dividends reinvested after January 1, 2025. Under the company’s Deferred Compensation Plan for Non-Employee Directors, she acquired 163.91 phantom stock units on 08/15/2025, each with a reporting price of $79.92, which convert to common stock on retirement and are payable in shares. Following the reported derivative acquisition, Ms. Burns directly owns 12,751.487 common shares. The form was signed by an attorney-in-fact.

Positive

• Acquisition of 163.91 phantom stock units under the Deferred Compensation Plan for Non-Employee Directors, indicating continued director compensation in equity form.
• Substantial indirect ownership disclosed: 34,537.594 common shares held in trust (excludes dividends reinvested after 01/01/2025).
• Direct beneficial ownership: 12,751.487 common shares reported following the derivative grant.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation transaction; alignment with shareholder interests via deferred stock units.

The filing documents a standard non-employee director deferred compensation event: 163.91 phantom stock units granted under the Deferred Compensation Plan and payable in shares at retirement. The report also clarifies substantial indirect ownership of 34,537.594 shares held in trust and direct ownership of 12,751.487 shares. These holdings and the deferred equity award are typical governance practices to align directors with long-term shareholder value. No unusual dispositions, option exercises, or cash-for-stock events are disclosed.

Securities Analyst

TL;DR: Transaction is informational and non-material to near-term market valuation.

The acquisition of 163.91 phantom units at a reported price of $79.92 is a compensatory derivative grant rather than an open-market purchase. The form indicates the phantom units will convert to common shares upon retirement, reducing immediate market impact. Reported ownership totals (34,537.594 indirect; 12,751.487 direct) provide transparency on insider stakes but do not signal a material change in control or liquidity. No cash proceeds or share dispositions are recorded.

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^*

BURNS STEPHANIE

(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)
08/15/2025

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								34,537.594(1)	I	Held in Trust

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	(2)	08/15/2025		A		163.91		(2)	(2)	Common	163.91	$79.92	12,751.487	D

Explanation of Responses:

1. Excludes dividends reinvested after January 1, 2025.

2. 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	08/15/2025
	** 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 did K (Kellanova) director Stephanie Burns report on Form 4 filed 08/15/2025?

The Form 4 reports Ms. Burns' acquisition of 163.91 phantom stock units on 08/15/2025 and discloses 34,537.594 shares held indirectly in trust and 12,751.487 shares directly owned.

Are the 163.91 phantom stock units payable in cash or stock?

Per the filing, the phantom stock units are paid in stock at the reporting person's retirement according to the Deferred Compensation Plan for Non-Employee Directors.

What price is associated with the phantom stock units in the Form 4?

The Form 4 lists a reported price of $79.92 for the phantom stock units on 08/15/2025.

Does the Form 4 show any share dispositions by Stephanie Burns?

No. The filing records an acquisition of phantom units and reports existing indirect and direct holdings; it does not list any dispositions.

Were dividends reinvested included in the reported indirect holdings?

No. The filing explicitly states the indirect holding figure excludes dividends reinvested after January 1, 2025.