[Form 4] Kellanova Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing for Kellanova (K): On 07/21/2025 the W.K. Kellogg Foundation Trust, a 10 % beneficial owner, sold 114,583 common shares at $79.92. Post-sale holding is 45,670,369 shares, so the divestiture reduces its stake by roughly 0.25 %. The sales were executed under a pre-arranged Rule 10b5-1 plan adopted 05/07/2024. No derivative securities were involved and no other insiders transacted.

The filing provides no earnings data or strategic commentary; it simply discloses a routine, plan-based share sale by the Trust’s corporate trustees.

Positive

• Sale executed under a Rule 10b5-1 plan, mitigating information-asymmetry concerns and demonstrating compliance with insider-trading safeguards.

Negative

• Insider selling by a 10 % owner can be perceived as a modestly negative sentiment signal even though the percentage sold is small.

Insights

Securities Analyst

TL;DR: Small 10%-owner sale under 10b5-1; negligible dilution, slightly negative sentiment.

The Trust sold 114.6k shares—only 0.25 % of its 45.7 m-share position—indicating portfolio rebalancing rather than an adverse view on fundamentals. Use of a Rule 10b5-1 plan reduces information-risk, limiting market impact. Given Kellanova’s average daily volume (~2 m shares), the trade represents about 6 % of one day’s liquidity and should be easily absorbed. I view the disclosure as low impact and slightly negative from a sentiment perspective, but not thesis-changing.

Corporate Governance Expert

TL;DR: Governance-compliant, pre-planned insider sale; minimal governance concern.

The Trust remains a >10 % holder after the transaction, preserving significant alignment with public shareholders. Execution through a 10b5-1 plan, in place since May 2024, signals adherence to best-practice insider trading controls. No new powers, pledges or derivative positions were disclosed. Consequently, I deem the event not materially impactful for governance risk assessments.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
07/21/2025

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	07/21/2025	07/21/2025	S		114,583	D	$79.92	45,670,369(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. 45,670,369 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	07/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

Who sold Kellanova (K) shares on 07/21/2025?

The W.K. Kellogg Foundation Trust, a 10 % beneficial owner, executed the sale.

How many Kellanova shares were sold in the Form 4 filing?

A total of 114,583 common shares were sold.

At what price were the Kellanova shares sold?

The shares were sold at $79.92 per share.

How many Kellanova shares does the W.K. Kellogg Foundation Trust own after the sale?

It continues to hold 45,670,369 shares.

Was the Kellanova insider sale pre-planned?

Yes. The Trust’s transactions were made under a Rule 10b5-1 trading plan adopted on 05/07/2024.

Does the filing mention derivative securities or additional transactions?

No. Table II is blank, indicating no derivative transactions.