G. Zachary Gund - 11 Dec 2025 Form 4 Insider Report for KELLANOVA (K)

Role
Director
Signature
/s/ Todd W. Haigh, Attorney-in-fact
Issuer symbol
K
Transactions as of
11 Dec 2025
Net transactions value
-$125,983,078
Form type
4
Filing time
11 Dec 2025, 18:52:17 UTC
Previous filing
14 Nov 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Gund G Zachary Director 412 N. WELLS ST., CHICAGO /s/ Todd W. Haigh, Attorney-in-fact 11 Dec 2025 0001291206

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction K Common Disposed to Issuer $2,731,227 -32,709 -100% $83.50 0 11 Dec 2025 Held in Trust F1, F2
transaction K Common Disposed to Issuer $768,200 -9,200 -100% $83.50 0 11 Dec 2025 See footnote F1, F3
transaction K Common Disposed to Issuer $2,863,716 -34,296 -100% $83.50 0 11 Dec 2025 See footnote F1, F4
transaction K Common Disposed to Issuer $117,651,500 -1,409,000 -100% $83.50 0 11 Dec 2025 See footnote F1, F5

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 Phantom Stock Units Disposed to Issuer $1,968,434 -23,574 -100% $83.50 0 11 Dec 2025 Common 23,574 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

G. Zachary Gund 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 Includes shares acquired under the Company's Dividend Reinvestment Plan in 2025.
F3 These shares are held in a trust for the benefit of certain members of the reporting person's family. A family member of the reporting person is the trustee. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
F4 These shares are held in a trust for the benefit of the reporting person and certain members of his family. The reporting person is one of several trustees and, in such capacity, may have voting and dispositive power over all such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
F5 These shares are held in family partnerships, the partners of which include a trust for the benefit of the reporting person. The reporting person serves as a manager of these partnerships and, in such capacity, may have voting and dispositive power over all such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
F6 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 Kellanova Deferred Compensation Plan for Non-Employee Directors 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.