Kellanova (K) VP reports cash-out of stock, RSUs and options at $83.50 in Mars deal

Rhea-AI Filing Summary

Kellanova executive Todd W. Haigh, VP–Corporate Controller, reported the cash-out of his equity holdings in connection with the company’s merger with an affiliate of Mars. At the merger’s effective time, each share of Kellanova common stock was cancelled and converted into the right to receive $83.50 per share in cash, subject to taxes. His directly held shares and those in a 401(k) plan were disposed of at this cash price.

Restricted stock units and performance-based restricted stock units were cancelled and converted into cash rights based on the number of underlying common shares multiplied by the $83.50 merger consideration, plus accrued dividend equivalents. Outstanding stock options were converted into cash rights equal to the spread between the merger price and the applicable exercise price, multiplied by the number of optioned shares. Following these transactions, the reported derivative positions show zero remaining beneficial ownership.

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^*

FORCHE KURT D

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP-Corporate Controller

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)		21,197.5092(2)	D	$83.5	0	D
Common	12/11/2025		D(1)		130.392(3)	D	$83.5	0	I	By 401(k) Profit Sharing Plan

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
Restricted Stock Units	(4)	12/11/2025		D(4)			2,458.739	02/17/2026	02/17/2026	Common	2,458.739	$83.5	0	D
Restricted Stock Units	(4)	12/11/2025		D(4)			2,367.856	02/16/2027	02/16/2027	Common	2,367.856	$83.5	0	D
Restricted Stock Units	(5)	12/11/2025		D(5)			6,119.13	02/21/2028	02/21/2028	Common	6,119.13	$83.5	0	D
Performance-based Restricted Stock Units	(6)	12/11/2025		A(6)		13,594		(6)	(6)	Common	13,594	$0	13,594	D
Performance-based Restricted Stock Units	(6)	12/11/2025		D(6)			13,594	(6)	(6)	Common	13,594	$83.5	0	D
Stock Option	$66.8	12/11/2025		D(7)			2,600	(7)	02/19/2026	Common	2,600	$16.7	0	D
Stock Option	$64.48	12/11/2025		D(7)			3,165	(7)	02/17/2027	Common	3,165	$19.02	0	D
Stock Option	$61.62	12/11/2025		D(7)			4,205	(7)	02/16/2028	Common	4,205	$21.88	0	D
Stock Option	$50.18	12/11/2025		D(7)			11,023	(7)	02/22/2029	Common	11,023	$33.32	0	D
Stock Option	$57.96	12/11/2025		D(7)			9,497	(7)	02/21/2030	Common	9,497	$25.54	0	D
Stock Option	$51.23	12/11/2025		D(7)			11,419	(7)	02/19/2031	Common	11,419	$32.27	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 21.513 shares of Common Stock that were inadvertently excluded from previous reports filed by the Reporting Person.

3. Represents shares of Common Stock indirectly held by the Reporting Person's account in the Kellanova Savings and Investment Plan immediately prior to the Effective Time.

4. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, these restricted stock units ("RSUs") were cancelled and converted into the right to receive an amount in cash, without interest, equal to the sum of the product of the number of shares of Common Stock issuable pursuant to such RSUs and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such RSUs.

5. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, these RSUs were cancelled and converted into the contractual right of the Reporting Person to receive a payment in an amount of cash (without interest and subject to applicable tax withholdings) equal to the sum of the per share Merger Consideration multiplied by the total number of shares of Common Stock issuable pursuant to such RSUs as of immediately prior to the Effective Time plus all dividend equivalents accrued or credited with respect to such RSUs (each, a "Converted RSU Cash Award"). Each Converted RSU Cash Retention Award will generally be subject to the same terms and conditions as applied to such RSUs immediately prior to the Effective Time and will become payable in accordance with the original vesting schedule applicable to the corresponding RSUs or, if earlier, upon a qualifying termination of employment.

6. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each performance-based restricted stock unit ("PSU") outstanding immediately prior to the Effective Time was deemed fully vested, based on the greater of target or actual level of performance, and was cancelled and converted into the right of the Reporting Person to receive an amount, in cash, without interest, equal to the sum of the product of such number of shares of Common Stock issuable pursuant to the PSU (based on the level of vesting described above) and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such PSU, subject to tax withholding.

7. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each option to purchase a share of Common Stock (an "Option") that was outstanding and unexercised as of immediately prior to the Effective Time was converted into the right of the Reporting Person to receive an amount, in cash, without interest, equal to the product of the total number of shares subject to such Option and the excess, if any, of the per share Merger Consideration over the exercise price per share of Common Stock underlying the Option.

	/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 does this Form 4 for Kellanova (K) report for Todd W. Haigh?

It reports that VP–Corporate Controller Todd W. Haigh disposed of his Kellanova common stock, restricted stock units, performance-based restricted stock units, and stock options in connection with the closing of a merger, with all equity awards converted into cash rights based on the merger consideration.

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

Each share of Kellanova common stock was cancelled and converted into the right to receive $83.50 per share in cash, without interest and subject to applicable tax withholding, described as the merger consideration.

How were Kellanova restricted stock units treated in this transaction?

Kellanova restricted stock units were cancelled at the effective time of the merger and converted into cash equal to the number of underlying shares multiplied by the $83.50 merger price, plus any accrued dividend equivalents, paid in cash subject to tax withholding.

What happened to Kellanova performance-based restricted stock units in the merger?

Each performance-based restricted stock unit was deemed fully vested based on the greater of target or actual performance and was cancelled and converted into a cash right equal to the relevant share amount times $83.50, plus dividend equivalents, subject to tax withholding.

How were Kellanova stock options affected for the reporting person?

Each outstanding Kellanova stock option was converted into a cash right equal to the total option shares multiplied by the excess, if any, of the $83.50 merger price over the option’s exercise price, with no options remaining beneficially owned after the transaction.

What is the relationship between Kellanova and Mars in this filing?

The filing explains that under an Agreement and Plan of Merger, Merger Sub, an entity controlled by Acquiror 10VB8, LLC and related to Mars, Incorporated, merged with and into Kellanova, and Kellanova survived as a wholly owned subsidiary of the acquiror.

Did the Kellanova executive retain any equity awards after the merger transactions?

Based on the reported tables, the non-derivative holdings and the derivative equity awards, including RSUs, PSUs, and stock options, all show zero beneficial ownership remaining after being converted into cash rights at the effective time of the merger.