Kellanova SEC Filings

Kellanova senior vice president reported the cash-out of her ownership and equity awards in connection with the company’s merger with an affiliate of Mars, Incorporated. Under the merger agreement, each share of Kellanova common stock outstanding immediately before the merger was cancelled and converted into the right to receive $83.50 per share in cash, subject to taxes.

Her directly held common shares, shares held in trust, restricted stock units, performance-based restricted stock units, and stock options were either cancelled or converted into cash rights based on the same $83.50 per-share merger consideration, plus any associated dividend equivalents where applicable. The company became a wholly owned subsidiary of the acquiring entity at the effective time of the merger.

Kellanova reported that one of its directors filed a Form 4 disclosing a merger-related cash-out of company shares. On 12/11/2025, 19,545.607 shares of common stock held indirectly in a trust were disposed of at $83.50 per share, leaving the reporting person with zero shares beneficially owned in that account.

The transaction stems from a merger in which Merger Sub 10VB8, LLC combined with the issuer, which now operates as a wholly owned subsidiary of Acquiror 10VB8, LLC, an affiliate of Mars, Incorporated. At the merger’s effective time, each outstanding share of common stock was cancelled and converted into the right to receive $83.50 in cash, without interest and subject to applicable withholding taxes.

Kellanova reports insider equity changes tied to its merger with a Mars affiliate. A senior vice president filed a Form 4 showing that, 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, before taxes.

The filing explains that the officer’s restricted stock units were cancelled and converted into cash rights based on the merger cash price, including associated dividend equivalents. Certain RSUs became cash retention awards that keep the original vesting schedule. Performance-based restricted stock units were deemed fully vested, based on the greater of target or actual performance, then converted into cash using the same per-share merger consideration. Outstanding stock options were converted into a cash right equal to the in-the-money value per option, using the $83.50 merger price.

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.

Kellanova reported that a senior vice president disposed of all directly held common shares and equity awards in connection with the company’s cash merger with an affiliate of Mars, Incorporated. Each share of common stock was cancelled and converted into the right to receive $83.50 per share in cash, subject to tax withholding. The officer’s 94,124 common shares and multiple tranches of restricted stock units, performance-based units, and stock options were cancelled at the merger’s effective time and converted into cash rights based on the same $83.50 per-share merger consideration, plus any accrued dividend equivalents where applicable. Performance-based units were deemed fully vested based on at least target performance before being cashed out under these terms.

Kellanova has received a Form 25 notification from the New York Stock Exchange LLC, which starts the process to remove its common stock and certain debt securities from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934. The affected debt securities are its 0.500% Senior Notes due 2029 and 3.750% Senior Notes due 2034. The exchange certifies that it has reasonable grounds to file this notice and that applicable rules for removal from listing and/or withdrawal of registration have been followed.

Kellanova reported that its previously announced merger with Acquiror 10VB8, LLC, an affiliate of Mars, Incorporated, closed on December 11, 2025. Merger Sub 10VB8, LLC was merged into Kellanova, and Kellanova now operates as a wholly owned subsidiary of Acquiror.

At the merger’s effective time, each share of Kellanova common stock (with limited exceptions) was converted into the right to receive $83.50 in cash per share, and all stock options, restricted stock units, performance stock units and deferred stock units were cashed out based on this price and accrued dividend equivalents, with certain retention payments for some performance units.

Following the change of control, Kellanova guaranteed on a senior unsecured basis the Parent’s obligations under its senior credit facilities, private placement notes and senior notes, and terminated and repaid its prior five-year credit facility. The company has requested delisting of its common stock and certain notes from the NYSE and the Luxembourg Stock Exchange and plans to terminate its SEC reporting obligations. The pre-merger board and top officers resigned, and designees of the acquiror were appointed along with amended and restated charter and bylaws.

Kellanova announced that Mars, Incorporated has received unconditional approval from the European Commission for their pending merger, meaning all required regulatory clearances for the deal are now in place. The companies intend to close the merger on December 11, 2025, subject to the satisfaction or waiver of the remaining customary closing conditions in their Merger Agreement. After the merger is completed, Kellanova’s common stock will be delisted from the New York Stock Exchange and will no longer be publicly traded, so current shareholders would hold shares in a company that becomes a wholly owned subsidiary of Mars’ acquisition vehicle.

Kellanova (K) reported a director transaction on 11/14/2025. The reporting person acquired 158.02 phantom stock units at $83.06.

Following the transaction, the director beneficially owns 12,909.507 phantom stock units (direct) and 34,537.594 common shares (indirect, held in trust). Under the company’s Deferred Compensation Plan for Non‑Employee Directors, the final value of phantom stock units is determined at retirement and paid in stock.

The filing notes that holdings exclude dividends reinvested after January 1, 2025.