Kellanova (NYSE: K) director reports $83.50-per-share cash merger payout

Rhea-AI Filing Summary

Kellanova director-level insider filed a Form 4 reporting that all previously held equity was cashed out in connection with the company’s merger with an affiliate of Mars, Incorporated. At the merger’s effective time, each outstanding share of Kellanova common stock was cancelled and converted into the right to receive $83.50 per share in cash, before taxes and without interest. Deferred stock units held under the Kellanova Deferred Compensation Plan for Non-Employee Directors were similarly converted into cash based on the number of underlying shares multiplied by the same $83.50 cash merger price, plus credited dividend equivalents, subject to tax withholding. Following these transactions, the reporting person shows no remaining beneficial ownership of Kellanova common stock or related phantom stock units.

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^*

BURNS STEPHANIE

(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
Phantom Stock Units	(3)	12/11/2025		D(3)			13,195.516	(3)	(3)	Common	13,195.516	$83.5	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 shares acquired under the Company's Dividend Reinvestment Plan in 2025.

3. At the Effective Time, each deferred stock unit (a "DSU") that was outstanding immediately prior to the Effective Time, by virtue of the Merger, ceased to be outstanding and was converted into the right of the Reporting Person to receive, at the time specified in the Kellanova Deferred Compensation Plan for Non-Employee Directors and in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, an amount in cash, without interest, equal to the sum of the product of such number of shares of Common Stock underlying the DSU and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such DSU, subject to tax withholding.

	/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.
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FAQ

What does this Form 4 filing for Kellanova (K) disclose?

The filing shows that a Kellanova director reported the cash-out of all common shares and deferred stock units as a result of Kellanova’s merger with an affiliate of Mars, Incorporated, leaving no remaining reported ownership.

What cash amount 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.

How were Kellanova (K) deferred stock units treated in the merger?

Each deferred stock unit (DSU) was converted into the right to receive a cash amount equal to the number of Kellanova shares underlying the DSU multiplied by $83.50, plus all related dividend equivalents, subject to tax withholding.

What happened to the Kellanova (K) shares held in trust by the reporting person?

The filing indicates that previously held Kellanova common shares in a trust were disposed of in the merger and converted into the right to receive the $83.50 per share cash merger consideration.

Does the reporting person still own Kellanova (K) securities after this transaction?

After the reported merger-related transactions, the Form 4 shows the reporting person with zero beneficially owned Kellanova common shares and zero phantom stock units.

Who acquired Kellanova (K) in this reported merger?

Kellanova became a wholly owned subsidiary of Acquiror 10VB8, LLC, with the merger agreement involving Mars, Incorporated and a merger subsidiary that combined with Kellanova.