K Form 4: Director Reports 327.82 Phantom Stock Units; 22,775.686 Shares Direct

Rhea-AI Filing Summary

Gund G. Zachary, a director of Kellanova (K), filed a Form 4 reporting transactions dated 08/15/2025. The filing shows an acquisition of 327.82 phantom stock units under the Kellanova Deferred Compensation Plan for Non-Employee Directors, with a reported unit price of $79.92. After the transaction, the filing reports 22,775.686 shares beneficially owned directly. The report also discloses multiple indirect holdings held in trusts and family partnerships (31,967.854; 9,200; 34,296; and 1,409,000 shares), each accompanied by disclaimers that the reporting person disclaims beneficial ownership except to the extent of pecuniary interest. The phantom units are payable in stock at the reporting person’s retirement per plan terms.

Positive

• Acquisition of 327.82 phantom stock units under the Deferred Compensation Plan, demonstrating alignment of director compensation with company equity
• Direct beneficial ownership of 22,775.686 shares reported after the transaction, providing transparency about the director’s holdings

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation converted to deferred phantom stock; no sale or cash proceeds reported.

The filing documents a non-derivative/derivative disclosure showing the director received 327.82 phantom stock units under the company’s deferred compensation plan, priced at $79.92 per unit. The phantom units are payable in stock upon retirement, which aligns with typical non-employee director compensation structures and does not reflect an immediate equity dilution event. The report separately lists substantial indirect holdings held in family trusts and partnerships with standard disclaimer language. Overall, this is a routine compensation-related filing with limited immediate governance or liquidity implications for investors.

Corporate Governance Expert

TL;DR: Standard insider disclosure of deferred compensation and indirect holdings; disclaimers indicate limited direct control over some shares.

The Form 4 shows customary disclosure practices: acquisition of deferred compensation units and detailed footnotes describing trusts and family partnerships that hold additional shares. The filing includes explicit disclaimers that the reporting person disclaims beneficial ownership of those indirectly held shares except for pecuniary interest. The structure and wording are consistent with common governance disclosures and do not indicate a change in board control or a related-party transaction requiring additional governance scrutiny.

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).

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^*

Gund G Zachary

(Last) (First) (Middle)

412 N. WELLS STREET

(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)
08/15/2025

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								31,967.854(1)	I	Held in Trust
Common								9,200	I	See footnote**(2)
Common								34,296	I	See footnote*(3)
Common								1,409,000	I	See footnote***(4)

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	(5)	08/15/2025		A		327.82		(5)	(5)	Common	327.82	$79.92	22,775.686	D

Explanation of Responses:

1. Excludes dividends reinvested after January 1, 2025.

2. **These shares are held in a trust for the benefit of certain members of the reporting person's family. A family member of the reporting person is the trustee. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

3. *These shares are held in a trust for the benefit of the reporting person and certain members of his family. The reporting person is one of several trustees and, in such capacity, may have voting and dispositive power over all such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

4. ***These shares are held in family partnerships, the partners of which include a trust for the benefit of the reporting person. The reporting person serves as a manager of these partnerships and, in such capacity, may have voting and dispositive power over all such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

5. According to the terms of the Kellanova Deferred Compensation Plan for Non-Employee Directors, final value of phantom stock units is to be determined as of date of reporting person's retirement and paid in stock.

Remarks:

	/s/ Todd W. Haigh, Attorney-in-fact	08/15/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Gund G. Zachary report on the Form 4 for Kellanova (K)?

The filing reports an acquisition of 327.82 phantom stock units dated 08/15/2025 and discloses 22,775.686 shares beneficially owned directly after the transaction.

Were any common shares sold or purchased for cash by the director in this Form 4?

No. The filing shows an acquisition of phantom stock units; it does not report a cash purchase or sale of common shares.

What is the reported price per phantom stock unit?

The filing lists a price of $79.92 for the phantom stock units acquired.

Are there indirect holdings disclosed by the reporting person?

Yes. The Form 4 discloses indirect holdings held in trusts and family partnerships (including 31,967.854; 9,200; 34,296; and 1,409,000 shares) with standard disclaimers about beneficial ownership.

When will the phantom stock units be paid out?

According to the filing, the phantom stock units’ final value is determined at the reporting person’s retirement and is to be paid in stock per the Deferred Compensation Plan for Non-Employee Directors.