KELLOGG W K FOUNDATION TRUST - 11 Dec 2025 Form 4 Insider Report for KELLANOVA (K)

Role: 10%+ Owner
Signature: /s/ Craig R. Carberry, Associate General Counsel, The Northern Trust Company, as Corporate Trustee of the W.K. Kellogg Foundation Trust and signing for the W.K. Kellogg Foundation pursuant to a Power of Attorney dated August 30, 2017
Issuer symbol: K
Transactions as of: 11 Dec 2025
Transactions value $: -$3,765,636,073
Form type: 4
Filing time: 12 Dec 2025, 16:30:07 UTC
Previous filing: 30 Sep 2025
SEC: View on sec.gov

Reporting Owners (2)

Name	Relationship	Address	Signature	Signature date	CIK
KELLOGG W K FOUNDATION TRUST	10%+ Owner	ONE MICHIGAN AVENUE EAST, BATTLE CREEK	/s/ Craig R. Carberry, Associate General Counsel, The Northern Trust Company, as Corporate Trustee of the W.K. Kellogg Foundation Trust and signing for the W.K. Kellogg Foundation pursuant to a Power of Attorney dated August 30, 2017	12 Dec 2025	0001197921
KELLOGG W K FOUNDATION	10%+ Owner	ONE MICHIGAN AVENUE EAST, BATTLE CREEK	/s/ Craig R. Carberry, Associate General Counsel, The Northern Trust Company, as Corporate Trustee of the W.K. Kellogg Foundation Trust and signing for the W.K. Kellogg Foundation pursuant to a Power of Attorney dated August 30, 2017	12 Dec 2025	0001197916

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	K	Common Stock	Sale	-$3.77B	-45.1M	-100%	$83.50	0	11 Dec 2025	Direct	F1, F2

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

KELLOGG W K FOUNDATION TRUST is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On December 11, 2025, pursuant to a certain Agreement and Plan of Merger, dated as of August 13, 2024, entered into by and among the Issuer, Acquiror 10VB8, LLC ("Acquiror"), Merger Sub 10VB8, LLC, a wholly owned subsidiary of Acquiror ("Merger Sub"), and, solely for the limited purposes specified in the Merger Agreement, Mars, Incorporated (the "Merger Agreement"), Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Acquiror (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive $83.50, in cash, without interest.
F2	These shares were owned by the W.K. Kellogg Foundation Trust (the "Trust") of which Steven A. Cahillane, La June Montgomery Tabron, Richard M. Tsoumas and The Northern Trust Company are Trustees with investment and voting power over the Issuer common stock held by the Trust, and the W.K. Kellogg Foundation is the sole beneficiary.

Content

On December 11, 2025, pursuant to a certain Agreement and Plan of Merger, dated as of August 13, 2024, entered into by and among the Issuer, Acquiror 10VB8, LLC ("Acquiror"), Merger Sub 10VB8, LLC, a wholly owned subsidiary of Acquiror ("Merger Sub"), and, solely for the limited purposes specified in the Merger Agreement, Mars, Incorporated (the "Merger Agreement"), Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Acquiror (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive $83.50, in cash, without interest.

These shares were owned by the W.K. Kellogg Foundation Trust (the "Trust") of which Steven A. Cahillane, La June Montgomery Tabron, Richard M. Tsoumas and The Northern Trust Company are Trustees with investment and voting power over the Issuer common stock held by the Trust, and the W.K. Kellogg Foundation is the sole beneficiary.