Kellanova (NYSE: K) director reports 35,309-share cash-out at $83.50 in Mars deal

Rhea-AI Filing Summary

Kellanova director reported the cash-out of indirect holdings following the company’s merger with an affiliate of Mars, Incorporated. On 12/11/2025, a trust indirectly holding 35,309.977 shares of Kellanova common stock disposed of those shares at $83.50 per share, leaving the reporting person with zero shares after the transaction.

The filing explains that under an Agreement and Plan of Merger dated August 13, 2024, each share of Kellanova common stock outstanding immediately before the merger’s effective time was automatically cancelled and converted into the right to receive $83.50 in cash, subject to applicable taxes. The reported holdings included shares previously acquired under the company’s Dividend Reinvestment Plan in 2025.

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

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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^*

MONTGOMERY TABRON LA JUNE

(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)		35,309.977(2)	D	$83.5	0	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

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.

	/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 insider transaction did Kellanova (K) disclose in this Form 4?

The Form 4 reports that a Kellanova director indirectly disposed of 35,309.977 shares of Kellanova common stock on 12/11/2025 at a price of $83.50 per share, resulting in zero shares beneficially owned after the transaction.

How is Mars, Incorporated involved with Kellanova (K) in this filing?

The filing describes a merger under which a Mars, Incorporated affiliate acquired Kellanova. At the merger’s effective time, each outstanding Kellanova common share was cancelled and converted into the right to receive $83.50 in cash.

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

Each share of Kellanova common stock outstanding immediately prior to the effective time of the merger was converted into the right to receive $83.50 per share in cash, without interest and subject to applicable withholding taxes.

What was the reporting person’s ownership in Kellanova (K) after the reported transaction?

After the reported disposition of 35,309.977 shares held indirectly through a trust, the reporting person beneficially owned 0 shares of Kellanova common stock.

How were dividend reinvestment plan shares treated in the Kellanova (K) merger?

The explanation notes that the reported holdings included shares acquired under the company’s Dividend Reinvestment Plan in 2025, which were also subject to conversion into the $83.50-per-share cash consideration in the merger.

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

The reporting person is identified as a Director of Kellanova and filed the Form 4 as an individual reporting person.