Steven A. Cahillane - 11 Dec 2025 Form 4 Insider Report for KELLANOVA (K)

Role: Chairman and CEO, Director
Signature: /s/ Todd W. Haigh, Attorney-in-fact
Issuer symbol: K
Transactions as of: 11 Dec 2025
Transactions value $: -$111,780,045
Form type: 4
Filing time: 11 Dec 2025, 18:46:24
Previous filing: 14 May 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
CAHILLANE STEVEN A	Chairman and CEO, Director	412 N. WELLS ST., CHICAGO	/s/ Todd W. Haigh, Attorney-in-fact	11 Dec 2025	0001416390

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	K	Common	Disposed to Issuer	-$39.7M	-475K	-100%	$83.50	0	11 Dec 2025	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	K	Deferred Executive Compensation Units	Disposed to Issuer	-$1.28M	-15.3K	-100%	$83.50	0	11 Dec 2025	Common	15.4K		Direct	F2
transaction	K	Restricted Stock Units	Disposed to Issuer	-$3.45M	-41.3K	-100%	$83.50	0	11 Dec 2025	Common	41.3K		Direct	F3
transaction	K	Restricted Stock Units	Disposed to Issuer	-$3.78M	-45.3K	-100%	$83.50	0	11 Dec 2025	Common	45.3K		Direct	F3
transaction	K	Restricted Stock Units	Disposed to Issuer	-$10.1M	-121K	-100%	$83.50	0	11 Dec 2025	Common	121K		Direct	F4
transaction	K	Performance-based Restricted Stock Units	Award	$0	+244K		$0.00	244K	11 Dec 2025	Common	244K		Direct	F5
transaction	K	Performance-based Restricted Stock Units	Disposed to Issuer	-$20.4M	-244K	-100%	$83.50	0	11 Dec 2025	Common	244K		Direct	F5
transaction	K	Stock Option	Disposed to Issuer	-$5.66M	-259K	-100%	$21.88	0	11 Dec 2025	Common	259K	$61.62	Direct	F6
transaction	K	Stock Option	Disposed to Issuer	-$9.63M	-289K	-100%	$33.32	0	11 Dec 2025	Common	289K	$50.18	Direct	F6
transaction	K	Stock Option	Disposed to Issuer	-$7.05M	-276K	-100%	$25.54	0	11 Dec 2025	Common	276K	$57.96	Direct	F6
transaction	K	Stock Option	Disposed to Issuer	-$10.7M	-332K	-100%	$32.27	0	11 Dec 2025	Common	332K	$51.23	Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Steven A. Cahillane is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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 Issuer's common stock, par value $0.25 per share ("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").
F2	At the Effective Time, each deferred stock unit (a "DSU") that was outstanding immediately prior to the Effective Time, by virtue of the Merger, ceased to be outstanding and was converted into the right of the Reporting Person to receive, at the time specified in the Executive Deferral Plan and in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, an amount in cash, without interest, equal to the sum of the product of such number of shares of Common Stock underlying the DSU and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such DSU, subject to tax withholding.
F3	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.
F4	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.
F5	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.
F6	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.