W.K. Kellogg Foundation Trust Sells 114,583 K Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

The W.K. Kellogg Foundation Trust, listed as a director and >10% owner of Kellanova (K), reported a sale of 114,583 shares of Kellanova common stock on 08/21/2025 at a reported price of $79.982 per share. After the sale the Trust beneficially owned 45,212,037 shares. The filing states the sales were made pursuant to trading instructions given by the Trust on May 7, 2024 intended to comply with Rule 10b5-1(c). The Form 4 is signed by Craig R. Carberry, as corporate trustee representative.

Positive

• Transaction executed under a Rule 10b5-1(c) plan, indicating adherence to an established trading instruction dated May 7, 2024
• Clear post-transaction disclosure showing the Trust still beneficially owns 45,212,037 shares

Negative

• None.

Insights

Securities Compliance Analyst

TL;DR: A trustee-led sale under a 10b5-1 plan reduced holdings modestly; filing shows compliance with an established trading program.

The Form 4 discloses a non-derivative disposition of 114,583 shares at $79.982 on 08/21/2025 by the W.K. Kellogg Foundation Trust, which remains a substantial holder with 45,212,037 shares beneficially owned. The filing explicitly references trading instructions dated May 7, 2024 and Rule 10b5-1(c), indicating the trade was executed under a pre-established plan designed to provide the affirmative defense to insider trading claims. From a compliance perspective, the disclosure is thorough: it lists the reporting parties, transaction details, post-transaction holdings, and the trustee signature, which supports regulatory transparency.

Institutional Ownership Analyst

TL;DR: The sale is recorded but the Trust remains a large shareholder; transaction appears routine and pre-planned.

The Trust's disposition of 114,583 shares represents a small fraction of its remaining 45.2 million-share position. The Form 4 clarifies that the W.K. Kellogg Foundation is the sole beneficiary and names the trustees. The presence of a 10b5-1(c) instruction dated May 7, 2024 signals the trade followed a predetermined schedule rather than opportunistic insider activity. For investors tracking insider activity, this is a documented, procedural sale rather than a sudden, unexplained disposal.

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)
08/21/2025

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	08/21/2025	08/21/2025	S		114,583	D	$79.982	45,212,037(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. 45,212,037 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	08/21/2025
	** 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 did the W.K. Kellogg Foundation Trust report on Form 4 for Kellanova (K)?

The Trust reported a sale of 114,583 shares on 08/21/2025 at $79.982 per share and beneficial ownership of 45,212,037 shares following the sale.

Was the sale by the Trust part of a pre-established trading plan?

Yes. The filing states the sales were made pursuant to trading instructions given by the Trust on May 7, 2024 intended to comply with Rule 10b5-1(c).

Who signed the Form 4 filing for the W.K. Kellogg Foundation Trust?

The Form 4 is signed by Craig R. Carberry, Deputy General Counsel, The Northern Trust Company, as Corporate Trustee on behalf of the Trust.

How large is the Trust's remaining position after the reported sale?

The Trust beneficially owned 45,212,037 shares of Kellanova following the reported transaction.

Does the filing identify the beneficiary of the Trust?

Yes. The filing states the W.K. Kellogg Foundation is the sole beneficiary of the W.K. Kellogg Foundation Trust.