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

Reporting relationship: Chairman and CEO, Director
Issuer ticker: K
Reported as of: 11 Dec 2025
Net transaction value: -$111,780,045
SEC form: 4
Accepted by SEC: 11 Dec 2025, 18:46:24 UTC
Prior SEC filing: 14 May 2025
Next SEC filing: 09 Jan 2026
Source filing: View source filing
Reporting owner signature: /s/ Todd W. Haigh, Attorney-in-fact

Key filing fact

Steven A. Cahillane filed Form 4 for KELLANOVA (K) on 11 Dec 2025.

Key facts

This page summarizes Steven A. Cahillane's Form 4 filing for KELLANOVA (K).
11 reported transactions and 10 derivative rows are listed below.
Accepted by SEC: 11 Dec 2025, 18:46.

Change

Previous filing in this sequence was filed on 14 May 2025.
Current net transaction value: -$111,780,045.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001416390 Primary reporting owner

CAHILLANE STEVEN A

Relationship: Chairman and CEO, Director
Address: 412 N. WELLS ST., CHICAGO
Signature: /s/ Todd W. Haigh, Attorney-in-fact
Signature date: 11 Dec 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

K transaction

Common

Disposed to Issuer

Transaction value: $39,695,803
Shares: -475,399
Change %: -100%
Price: $83.50
Shares after: 0
Date: 11 Dec 2025
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

K transaction Derivative

Deferred Executive Compensation Units

Disposed to Issuer

Transaction value: $1,276,323
Shares: -15,285
Change %: -100%
Price: $83.50
Shares after: 0
Date: 11 Dec 2025
Ownership: Direct
Underlying class: Common
Underlying amount: 15,355
Exercise price
Footnotes: F2

K transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $3,449,511
Shares: -41,312
Change %: -100%
Price: $83.50
Shares after: 0
Date: 11 Dec 2025
Ownership: Direct
Underlying class: Common
Underlying amount: 41,312
Exercise price
Footnotes: F3

K transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $3,779,553
Shares: -45,264
Change %: -100%
Price: $83.50
Shares after: 0
Date: 11 Dec 2025
Ownership: Direct
Underlying class: Common
Underlying amount: 45,264
Exercise price
Footnotes: F3

K transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $10,113,175
Shares: -121,116
Change %: -100%
Price: $83.50
Shares after: 0
Date: 11 Dec 2025
Ownership: Direct
Underlying class: Common
Underlying amount: 121,116
Exercise price
Footnotes: F4

K transaction Derivative

Performance-based Restricted Stock Units

Award

Transaction value: $0
Shares: +244,484
Change %
Price: $0.000000
Shares after: 244,484
Date: 11 Dec 2025
Ownership: Direct
Underlying class: Common
Underlying amount: 244,484
Exercise price
Footnotes: F5

K transaction Derivative

Performance-based Restricted Stock Units

Disposed to Issuer

Transaction value: $20,414,414
Shares: -244,484
Change %: -100%
Price: $83.50
Shares after: 0
Date: 11 Dec 2025
Ownership: Direct
Underlying class: Common
Underlying amount: 244,484
Exercise price
Footnotes: F5

K transaction Derivative

Stock Option

Disposed to Issuer

Transaction value: $5,659,940
Shares: -258,681
Change %: -100%
Price: $21.88
Shares after: 0
Date: 11 Dec 2025
Ownership: Direct
Underlying class: Common
Underlying amount: 258,681
Exercise price: $61.62
Footnotes: F6

K transaction Derivative

Stock Option

Disposed to Issuer

Transaction value: $9,625,448
Shares: -288,879
Change %: -100%
Price: $33.32
Shares after: 0
Date: 11 Dec 2025
Ownership: Direct
Underlying class: Common
Underlying amount: 288,879
Exercise price: $50.18
Footnotes: F6

K transaction Derivative

Stock Option

Disposed to Issuer

Transaction value: $7,053,688
Shares: -276,182
Change %: -100%
Price: $25.54
Shares after: 0
Date: 11 Dec 2025
Ownership: Direct
Underlying class: Common
Underlying amount: 276,182
Exercise price: $57.96
Footnotes: F6

K transaction Derivative

Stock Option

Disposed to Issuer

Transaction value: $10,712,188
Shares: -331,955
Change %: -100%
Price: $32.27
Shares after: 0
Date: 11 Dec 2025
Ownership: Direct
Underlying class: Common
Underlying amount: 331,955
Exercise price: $51.23
Footnotes: F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Steven A. Cahillane is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.