W.K. Kellogg Foundation Trust and W.K. Kellogg Foundation report a complete exit from Kellanova’s common stock holdings. In this Amendment No. 50 to their Schedule 13G, they state that as of December 31, 2025, they no longer beneficially own any shares of Kellanova common stock.
The cover pages show 0.00 shares beneficially owned and 0.0% of the class, with no sole or shared voting or dispositive power remaining. The filing is characterized as an exit filing for both entities, confirming they have ceased to be beneficial owners for Section 13(d) reporting purposes.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 50)
Kellanova
(Name of Issuer)
Common Stock, $0.25 par value per share
(Title of Class of Securities)
487836108
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
487836108
1
Names of Reporting Persons
W.K. KELLOGG FOUNDATION TRUST
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MICHIGAN
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
487836108
1
Names of Reporting Persons
W.K. KELLOGG FOUNDATION
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MICHIGAN
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Kellanova
(b)
Address of issuer's principal executive offices:
412 N. Wells Street, Chicago, Illinois 60654
Item 2.
(a)
Name of person filing:
W.K. Kellogg Foundation Trust
W.K. Kellogg Foundation
This Schedule 13G is being filed as Amendment No. 50 to the Schedule 13G dated April 23, 1979 filed on behalf of Harris Trust and Savings Bank, Lyle C. Roll, Russell G. Mawby and William V. Bailey as trustees of the W.K. Kellogg Foundation Trust (the "Trust") with respect to shares of common stock, $.25 par value per share (the "Shares"), of Kellanova.
This Amendment No. 50 is being filed by the Trust on behalf of itself and W.K. Kellogg Foundation (the "Foundation"), as sole beneficiary of the Trust. La June Montgomery Tabron and Richard M. Tsoumas are the individual trustees of the Trust with investment and voting power over the Shares held by the Trust as of December 31, 2025.
A separate Schedule 13G is being filed by The Northern Trust Corporation, as parent holding company for The Northern Trust Company, the sole corporate trustee of the Trust.
Under the agreement governing the Trust, if a majority of the trustees of the Trust (which majority must include the corporate trustee) cannot agree on how to vote the Shares, the Foundation has the power to direct the voting of such stock. In addition, the Foundation has the power to approve successor trustees and to remove trustees of the Trust, subject to certain limitations. As such, the Foundation may be deemed to beneficially own the Shares held in the Trust for purposes of Section 13(d) of the Act.
(b)
Address or principal business office or, if none, residence:
Person Filing: Address
W.K. Kellogg Foundation Trust: One Michigan Avenue East
Battle Creek, MI 49017-4058
W.K. Kellogg Foundation: One Michigan Avenue East
Battle Creek, MI 49017-4058
(c)
Citizenship:
W.K. Kellogg Foundation Trust: -A Michigan Trust
W.K. Kellogg Foundation: -A Michigan Nonprofit Corporation
(d)
Title of class of securities:
Common Stock, $0.25 par value per share
(e)
CUSIP No.:
487836108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of December 31, 2025, the Trust and the Foundation no longer beneficially own any Shares. This filing represents an exit filing for the Trust and the Foundation.
(b)
Percent of class:
See each cover page hereof.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The Trust and the Foundation no longer beneficially own any Shares.
(ii) Shared power to vote or to direct the vote:
The Trust and the Foundation no longer beneficially own any Shares.
(iii) Sole power to dispose or to direct the disposition of:
The Trust and the Foundation no longer beneficially own any Shares.
(iv) Shared power to dispose or to direct the disposition of:
The Trust and the Foundation no longer beneficially own any Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
W.K. KELLOGG FOUNDATION TRUST
Signature:
/s/ Marina Jaudenes
Name/Title:
Marina Jaudenes, Senior Vice President, THE NORTHERN TRUST COMPANY, as corporate trustee
What does the Schedule 13G/A filing mean for Kellanova (K)?
The filing shows the W.K. Kellogg Foundation Trust and W.K. Kellogg Foundation have fully exited their Kellanova position. As of December 31, 2025, they report owning 0.00 shares and 0.0% of the common stock, ending their status as beneficial owners.
How many Kellanova (K) shares do the W.K. Kellogg entities now own?
They report owning no Kellanova shares. The cover pages list 0.00 shares beneficially owned, with 0.00 sole or shared voting and dispositive power, and a reported ownership percentage of 0.0% of the common stock as of December 31, 2025.
Why is this Schedule 13G/A called an exit filing for Kellanova (K)?
It is called an exit filing because the W.K. Kellogg Foundation Trust and W.K. Kellogg Foundation state they no longer beneficially own any Kellanova shares. With ownership at 0.0%, they no longer meet the threshold requiring ongoing beneficial ownership reporting.
Who previously reported Kellanova (K) holdings for the W.K. Kellogg Trust?
The Schedule 13G/A notes that earlier reports were filed on behalf of Harris Trust and Savings Bank and individual trustees of the W.K. Kellogg Foundation Trust. A separate filing is being made by The Northern Trust Corporation as parent of The Northern Trust Company, the corporate trustee.
What role does the W.K. Kellogg Foundation have regarding the Trust’s Kellanova (K) shares?
The filing explains that under the trust agreement, the Foundation could direct voting if trustees disagreed and approve or remove trustees. Because of these powers, the Foundation could be deemed to beneficially own the Trust’s Kellanova shares for Section 13(d) purposes, until ownership fell to zero.