Kellanova (K) executive equity cashed out at $83.50 in Mars acquisition
Rhea-AI Filing Summary
Kellanova reported an insider equity transaction tied to its merger with an affiliate of Mars, Incorporated. A senior vice president disposed of 20,291 shares of common stock on 12/11/2025, as each share of Kellanova common stock was automatically converted into the right to receive $83.50 in cash under the merger agreement.
At the merger’s effective time, the officer’s restricted stock units, performance-based restricted stock units and stock options were cancelled and converted into cash rights based on the same $83.50 per-share merger consideration, plus accrued dividend equivalents where applicable. Performance-based units were deemed fully vested at the greater of target or actual performance, and remaining RSU cash awards generally keep their original vesting schedules.
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Insights
Mars’ cash merger with Kellanova converts this officer’s equity into cash-based awards at $83.50 per share.
This Form 4 shows how one Kellanova senior vice president’s equity awards were treated when an affiliate of Mars, Incorporated acquired the company. Each outstanding Kellanova common share was cancelled and converted into the right to receive $83.50 in cash, explaining the disposal of 20,291 directly held shares on 12/11/2025.
The filing details that time-based RSUs, performance-based RSUs and stock options were all cancelled and replaced with cash rights. For RSUs, the cash amount equals the number of underlying shares times the $83.50 merger consideration, plus dividend equivalents. Performance-based units were deemed fully vested at the greater of target or actual performance, then cashed out on the same per-share basis.
Options are treated similarly, but only their “in-the-money” value is paid: the number of option shares multiplied by the excess of the $83.50 per‑share merger consideration over the option exercise price. Some RSU cash awards will continue to follow the original vesting schedule or accelerate upon a qualifying termination, so future company obligations will depend on ongoing employment status and these pre-defined terms.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 3,004 | $83.50 | $251K |
| Disposition | Restricted Stock Units | 3,678.634 | $83.50 | $307K |
| Disposition | Restricted Stock Units | 9,520.917 | $83.50 | $795K |
| Grant/Award | Performance-based Restricted Stock Units | 18,837 | $0.00 | -- |
| Disposition | Performance-based Restricted Stock Units | 18,837 | $83.50 | $1.57M |
| Disposition | Stock Option | 12,210 | $32.27 | $394K |
| Disposition | Common | 20,291 | $83.50 | $1.69M |
Footnotes (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"). 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. 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. 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. 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.
FAQ
What insider transaction did Kellanova (K) report on December 11, 2025?
The filing reports that a Kellanova senior vice president disposed of 20,291 shares of common stock on 12/11/2025, when those shares were cancelled and converted into the right to receive cash in connection with the Mars merger.
How were Kellanova (K) restricted stock units treated in the Mars acquisition?
At the merger’s effective time, Kellanova RSUs held by the reporting person were cancelled and converted into cash rights equal to the number of underlying shares multiplied by the $83.50 merger consideration, plus all accrued or credited dividend equivalents.
What happened to Kellanova (K) 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, then cancelled and converted into the right to receive cash equal to the vested share count times $83.50, plus related dividend equivalents, subject to tax withholding.
How were Kellanova (K) stock options handled for this officer in the Mars deal?
Each outstanding Kellanova stock option was converted into a right to receive cash equal to the total number of shares subject to the option multiplied by the excess, if any, of the $83.50 per‑share merger consideration over the option’s exercise price, paid without interest and subject to tax withholding.
Will any of the Kellanova (K) officer’s awards continue to vest after the merger?
The filing states that each Converted RSU Cash Award will generally remain subject to the same terms and conditions as the original RSUs and will become payable according to the original vesting schedule, or earlier upon a qualifying termination of employment.
