Kellanova

12/11/2025 | Press release | Distributed by Public on 12/11/2025 17:47

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bahner Kris
2. Issuer Name and Ticker or Trading Symbol
KELLANOVA [K]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP-Chief Global Corp Affairs
(Last) (First) (Middle)
412 N. WELLS ST.
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025
(Street)
CHICAGO, IL 60654
4. If Amendment, Date 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
(City) (State) (Zip)
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 12/09/2025 G(1) 9,000 D $ 0 36,807.3652 D
Common 12/11/2025 D(2) 36,807.3652 D $83.5 0 D
Common 12/11/2025 D(2) 2,124 D $83.5 0 I Held Jointly with Son
Common 12/11/2025 D(2) 159.589(3) D $83.5 0 I By 401(k) Profit Sharing Plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units (4) 12/11/2025 D(4) 3,004.531 02/17/2026 02/17/2026 Common 3,004.531 $83.5 0 D
Restricted Stock Units (4) 12/11/2025 D(4) 3,435.507 02/16/2027 02/16/2027 Common 3,435.507 $83.5 0 D
Restricted Stock Units (5) 12/11/2025 D(5) 8,907.983 02/21/2028 02/21/2028 Common 8,907.983 $83.5 0 D
Performance-based Restricted Stock Units (6) 12/11/2025 A(6) 18,157 (6) (6) Common 18,157 $ 0 18,157 D
Performance-based Restricted Stock Units (6) 12/11/2025 D(6) 18,157 (6) (6) Common 18,157 $83.5 0 D
Stock Option $66.8 12/11/2025 D(7) 12,662 (7) 02/19/2026 Common 12,662 $16.70 0 D
Stock Option $64.48 12/11/2025 D(7) 12,775 (7) 02/17/2027 Common 12,775 $19.02 0 D
Stock Option $61.62 12/11/2025 D(7) 15,263 (7) 02/16/2028 Common 15,263 $21.88 0 D
Stock Option $50.18 12/11/2025 D(7) 19,288 (7) 02/22/2029 Common 19,288 $33.32 0 D
Stock Option $57.96 12/11/2025 D(7) 11,396 (7) 02/21/2030 Common 11,396 $25.54 0 D
Stock Option $51.23 12/11/2025 D(7) 14,098 (7) 02/19/2031 Common 14,098 $32.27 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bahner Kris
412 N. WELLS ST.
CHICAGO, IL 60654
SVP-Chief Global Corp Affairs

Signatures

/s/ Todd W. Haigh, Attorney-in-fact 12/11/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Reflects the gift of shares of the Issuer's common stock, par value $0.25 per share ("Common Stock"), by the Reporting Person to a charitable donor-advised fund.
(2) 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 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").
(3) Represents shares of Common Stock indirectly held by the Reporting Person's account in the Kellanova Savings and Investment Plan immediately prior to the Effective Time.
(4) Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, these restricted stock units ("RSUs") were cancelled and converted into the right to receive an amount in cash, without interest, equal to the sum of the product of the number of shares of Common Stock issuable pursuant to such RSUs and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such RSUs.
(5) Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, these RSUs were cancelled and converted into the contractual right of the Reporting Person to receive a payment in an amount of cash (without interest and subject to applicable tax withholdings) equal to the sum of the per share Merger Consideration multiplied by the total number of shares of Common Stock issuable pursuant to such RSUs as of immediately prior to the Effective Time plus all dividend equivalents accrued or credited with respect to such RSUs (each, a "Converted RSU Cash Award"). Each Converted RSU Cash Retention Award will generally be subject to the same terms and conditions as applied to such RSUs immediately prior to the Effective Time and will become payable in accordance with the original vesting schedule applicable to the corresponding RSUs or, if earlier, upon a qualifying termination of employment.
(6) Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each performance-based restricted stock unit ("PSU") outstanding immediately prior to the Effective Time was deemed fully vested, based on the greater of target or actual level of performance, and was cancelled and converted into the right of the Reporting Person to receive an amount, in cash, without interest, equal to the sum of the product of such number of shares of Common Stock issuable pursuant to the PSU (based on the level of vesting described above) and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such PSU, subject to tax withholding.
(7) Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each option to purchase a share of Common Stock (an "Option") that was outstanding and unexercised as of immediately prior to the Effective Time was converted into the right of the Reporting Person to receive an amount, in cash, without interest, equal to the product of the total number of shares subject to such Option and the excess, if any, of the per share Merger Consideration over the exercise price per share of Common Stock underlying the Option.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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