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10% Owner Trims K Stake Under 10b5-1 Plan – Form 4 Filing

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

Rhea-AI Filing Summary

SEC Form 4 filing: On 07/07/2025, the W.K. Kellogg Foundation Trust, a designated 10 % beneficial owner of Kellanova (ticker: K), disclosed the sale of 114,583 shares of Kellanova common stock at an average price of $79.6789 per share.

Following the disposition, the Trust continues to hold 45,899,535 shares, indicating the transaction reduced its position by roughly 0.25 %. The filing states that these trades were executed under pre-arranged Rule 10b5-1(c) instructions established on 05/07/2024, which limits the possibility of opportunistic trading based on material non-public information.

  • The Trust remains one of Kellanova’s largest shareholders, preserving substantial alignment with other investors.
  • No derivative securities were reported, and there were no new option grants or exercises.
  • No other insiders or trustees disclosed concurrent transactions in this filing.

Investment take-away: The sale is relatively small versus the Trust’s overall stake, but continues a pattern of periodic share disposals. Because it was executed within a 10b5-1 plan, the signal is generally neutral to mildly negative rather than an overt bearish indicator. Investors may nonetheless monitor future filings to determine if selling volume accelerates.

Positive

  • Transaction executed under a Rule 10b5-1 plan, indicating pre-scheduled trades and reducing concerns of opportunistic insider activity.
  • Trust retains 45.9 million shares, maintaining substantial alignment with public shareholders.

Negative

  • Insider sale of 114,583 shares could signal mild selling pressure, albeit small relative to total holdings.
  • Continued periodic dispositions by a controlling holder may weigh on supply if pace accelerates.

Insights

TL;DR: Large holder trims 0.25 % stake; 10b5-1 plan softens negative signal.

Kellanova’s Form 4 shows the W.K. Kellogg Foundation Trust sold 114,583 shares at $79.68. While any insider sale draws attention, the dollar value (~$9.1 million) and fractional reduction versus a 45.9 million-share position are immaterial to ownership structure. Execution under a previously adopted Rule 10b5-1 plan reduces informational risk; therefore, I view the market impact as limited and sentiment as broadly neutral. Continued monitoring is advisable should sales increase or the plan be amended.

TL;DR: Planned sale; governance risk minimal, but oversight of 10b5-1 activity remains prudent.

Because the Trust is both a 10 % owner and linked to foundation beneficiaries, transparency around its trading practices is important. The filing cites trading instructions dated 05/07/2024, suggesting proper pre-clearance and alignment with SEC best practices. No new control-related disclosures appear. I classify the event as routine, with no governance red flags. Investors should, however, track whether cumulative dispositions breach materiality thresholds that could alter control dynamics.

Insider KELLOGG W K FOUNDATION TRUST, KELLOGG W K FOUNDATION
Role 10% Owner | 10% Owner
Sold 114,583 shs ($9.13M)
Type Security Shares Price Value
Sale Common Stock 114,583 $79.6789 $9.13M
Holdings After Transaction: Common Stock — 45,899,535 shares (Direct)
Footnotes (1)
  1. F1. 45,899,535 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

How many Kellanova (K) shares did the W.K. Kellogg Foundation Trust sell?
The Trust sold 114,583 shares on 07/07/2025.

At what price were the K shares sold in the Form 4?
The average sale price disclosed was $79.6789 per share.

What is the Trust’s remaining stake in Kellanova after the sale?
It still holds 45,899,535 shares of common stock.

Was the insider trade under a Rule 10b5-1 plan?
Yes. The filing states the trades were made under instructions dated 05/07/2024 compliant with Rule 10b5-1(c).

Does this filing include any derivative security transactions?
No. Table II lists no derivative acquisitions or dispositions.

Is the Trust still a 10 % owner of Kellanova?
Yes. Despite the sale, its position exceeds the 10 % threshold, so it remains an insider under Section 16.

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)
07/07/2025
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 07/07/2025 07/07/2025 S 114,583 D $79.6789 45,899,535(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. 45,899,535 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 07/07/2025
** 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