Kellanova (NYSE: K) merger closes at $83.50 per share; stock to be delisted

Rhea-AI Filing Summary

Kellanova has been acquired in a cash merger, and the Gund family–related reporting persons now report no remaining ownership. On December 11, 2025, a merger subsidiary combined with Kellanova, leaving Kellanova as a wholly owned subsidiary of the acquiror.

In the merger, each share of Kellanova common stock was automatically cancelled and converted into the right to receive $83.50 per share in cash, without interest. Trading in Kellanova common stock on the New York Stock Exchange was halted before the December 11, 2025 session, and Kellanova requested that the exchange file a Form 25 to delist and deregister the shares, followed by an intended Form 15 filing to terminate its ongoing SEC reporting obligations. As a result of the closing, the reporting persons ceased to beneficially own any Kellanova common stock or more than five percent of the class as of December 11, 2025.

Insights

Equity analyst – M&A and corporate actions

Kellanova completed a cash merger at $83.50 per share and will be delisted.

The disclosure describes the closing of a merger in which a merger subsidiary combined with Kellanova, leaving it as a wholly owned subsidiary of an acquiror. In this transaction, each outstanding share of Kellanova common stock was cancelled and converted into the right to receive $83.50 in cash, without interest. The Gund family–related reporting persons therefore now report 0.00 shares beneficially owned and a 0.00% stake.

With the merger completed on December 11, 2025, trading in Kellanova common stock on the New York Stock Exchange was halted before that day’s open. Kellanova asked the exchange to submit a Form 25 to delist and deregister the shares, and, once that is effective, Kellanova intends to file Form 15 to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act. Public equity holders are effectively cashed out at the stated price, and Kellanova will no longer operate as a publicly traded reporting company once these steps are completed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Kellanova

(Name of Issuer)

Common Stock, $0.25 par value

(Title of Class of Securities)

487836108

(CUSIP Number)

Gordon Gund
14 Nassau Street,
Princeton, NJ, 08542-4523
609-921-3633

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/11/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 487836108

1

Name of reporting person

Gordon Gund

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 487836108

1

Name of reporting person

George Gund fbo George Gund III #7 dated 12-31-40

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 487836108

1

Name of reporting person

George Gund fbo Agnes Gund #8 Fund A dated 12-31-40

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 487836108

1

Name of reporting person

George Gund fbo Agnes Gund #8 Fund B dated 12-31-40

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 487836108

1

Name of reporting person

George Gund fbo Agnes Gund #8 Fund C dated 12-31-40

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 487836108

1

Name of reporting person

George Gund fbo Agnes Gund #8 Fund D dated 12-31-40

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 487836108

1

Name of reporting person

George Gund fbo Gordon Gund #9 dated 12-31-40

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 487836108

1

Name of reporting person

George Gund fbo Graham De C Gund #10 dated 12-31-40

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 487836108

1

Name of reporting person

George Gund fbo Geoffrey De C Gund #11 dated 6-8-42

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 487836108

1

Name of reporting person

Agnes Gund #3 dated 11-21-68

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.25 par value
(b)	Name of Issuer: Kellanova
(c)	Address of Issuer's Principal Executive Offices: 412 N. Wells Street, Chicago, ILLINOIS , 60654.
Item 1 Comment: This Amendment No. 1 ("Amendment No. 1") to Schedule 13D supplements and amends the initial Schedule 13D originally filed by and on behalf of the undersigned on August 20, 2024 (the "Original Schedule 13D"). Information reported in the Original Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used but not defined in this Amendment No. 1 have the respective meanings set forth in the Original Schedule 13D. All references in the Original Schedule 13D and this Amendment No. 1 shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment No. 1.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end of Item 4: On December 11, 2025, Merger Sub merged with and into the Issuer on the terms and conditions set forth in the Merger Agreement, with the Issuer surviving the Merger as a wholly owned subsidiary of Acquiror. In connection with the completion of the Merger, each share of Common Stock was automatically cancelled and converted into the right to receive $83.50 per share in cash, without interest. In connection with the closing of the Merger, the Issuer notified the New York Stock Exchange of the consummation of the Merger and trading of the Issuer's Common Stock on the New York Stock Exchange was halted prior to the opening of trading on December 11, 2025. The Issuer requested that the New York Stock Exchange file with the Securities and Exchange Commission a Notification of Removal from Listing and/or Registration on Form 25 under Section 12(b) of the Act to delist from the New York Stock Exchange and deregister the Issuer's Common Stock. Upon effectiveness of the Form 25, the Issuer intends to file with the Securities and Exchange Commission a Certification and Notice of Termination on Form 15 to suspend the Issuer's reporting obligations under Sections 13 and 15(d) of the Act.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: (a)-(b) As a result of the closing of the Merger as described in Item 4, the Reporting Persons ceased to beneficially own any Common Stock or to have voting or dispositive power with respect to any Common Stock. The responses of the Reporting Persons with respect to Rows 7 through 13 of each cover page to this Schedule 13D are incorporated herein by reference.
(c)	Except as set forth in this Amendment No. 1, none of the Reporting Persons has effected any transactions in Common Stock in the 60 days preceding the date hereof.
(d)	KeyBank National Association, as trustee of the Gund Trusts and certain other trusts for the benefit of certain members of the Gund family, has the right to receive or the power to direct the receipt of the proceeds from the disposition of the Reporting Persons' Common Stock described herein.
(e)	The Reporting Persons ceased to be, collectively, the beneficial owners of more than five percent of the Common Stock on December 11, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gordon Gund

Signature:	/s/ Gordon Gund
Name/Title:	Gordon Gund
Date:	12/15/2025

George Gund fbo George Gund III #7 dated 12-31-40

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	12/15/2025

George Gund fbo Agnes Gund #8 Fund A dated 12-31-40

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	12/15/2025

George Gund fbo Agnes Gund #8 Fund B dated 12-31-40

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	12/15/2025

George Gund fbo Agnes Gund #8 Fund C dated 12-31-40

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	12/15/2025

George Gund fbo Agnes Gund #8 Fund D dated 12-31-40

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	12/15/2025

George Gund fbo Gordon Gund #9 dated 12-31-40

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	12/15/2025

George Gund fbo Graham De C Gund #10 dated 12-31-40

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	12/15/2025

George Gund fbo Geoffrey De C Gund #11 dated 6-8-42

Signature:	/s/ William Nottage
Name/Title:	William Nottage, Family Wealth Office Director; SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	12/15/2025

Agnes Gund #3 dated 11-21-68

Signature:	/s/ Beth Miller
Name/Title:	Beth Miller, SVP of KeyBank National Association, Trustee of the Reporting Person
Date:	12/15/2025

FAQ

What major transaction involving Kellanova (K) is described in this filing?

The filing describes the closing of a merger in which a merger subsidiary merged with and into Kellanova, with Kellanova surviving as a wholly owned subsidiary of an acquiror as of December 11, 2025.

What did Kellanova (K) shareholders receive in the merger?

Each share of Kellanova common stock was automatically cancelled and converted into the right to receive $83.50 per share in cash, without interest.

When did the merger close and when did the reporting persons cease to own more than 5% of Kellanova (K)?

The merger closed on December 11, 2025. As of that date, the reporting persons ceased to beneficially own any Kellanova common stock and, collectively, ceased to be beneficial owners of more than five percent of the class.

What happens to Kellanova (K) stock on the New York Stock Exchange after the merger?

Trading in Kellanova common stock on the New York Stock Exchange was halted before the opening on December 11, 2025. Kellanova requested that the exchange file a Form 25 to delist and deregister the common stock.

Will Kellanova (K) continue filing periodic reports with the SEC after the merger?

After the Form 25 becomes effective, Kellanova intends to file a Certification and Notice of Termination on Form 15 to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

How many Kellanova (K) shares do the Gund reporting persons now beneficially own?

The cover pages show that each reporting person now has 0.00 shares with sole or shared voting and dispositive power, for an aggregate beneficial ownership of 0.00 shares and 0.00% of the class.