Kellanova
Market Movers (8-K)
Mars, Incorporated has successfully completed its acquisition of Kellanova, integrating its iconic snacking and cereal brands into Mars Snacking and delisting Kellanova's securities.
Mars, Incorporated has received unconditional European Commission approval for its acquisition of Kellanova, paving the way for a December 11, 2025 closing.
Kellanova reports slightly increased net sales and a slight decline in operating profit for Q3 2025, as it continues to work towards its acquisition by Mars, Incorporated.
Better than expected
Kellanova reported second-quarter earnings above internal expectations, driven by emerging markets, even as overall sales faced widespread category softness and its acquisition by Mars, Incorporated progresses.
Better than expected
Kellanova and Mars, Incorporated announced that the U.S. Federal Trade Commission has concluded its antitrust review of Mars' pending acquisition of Kellanova without conditions, bringing the transaction closer to its expected close by the end of 2025.
Kellanova announced that the European Commission has initiated a Phase II investigation into its merger with Acquiror 10VB8, LLC, pushing the expected closing date to late 2025.
Worse than expected
Delay expected
Quarterly Earnings (10-Q)
Kellanova reported a 16% decline in Q3 diluted EPS to $0.88 and a 0.6% drop in operating profit, primarily due to lower mark-to-market benefits and higher costs, despite a slight increase in net sales and strong performance in Africa noodles.
Worse than expected
Delay expected
Kellanova reported a decrease in operating profit and diluted EPS for the second quarter of 2025, despite a slight increase in net sales, as it navigates category softness and progresses towards its proposed acquisition by Mars.
Delay expected
Worse than expected
Kellanova's Q1 2025 net sales decreased by 4% year-over-year, while operating profit increased by 9%, as the company navigates a proposed merger with Mars, Incorporated.
Worse than expected
Kellanova's Q3 2024 results show a slight decrease in net sales but an increase in operating profit, while the company navigates a proposed merger with Mars, Incorporated.
Better than expected
Delay expected
Kellanova's second-quarter results show a mix of organic sales growth and currency-related challenges, alongside strategic restructuring efforts.
Better than expected
Kellanova's first quarter results show a decrease in reported net sales, but an increase in organic net sales, alongside a rise in operating profit, influenced by restructuring and currency fluctuations.
Better than expected
Annual Reports (10-K)
Kellanova's amended 10-K filing includes comprehensive details on director and executive compensation, corporate governance practices, and related party transactions for the fiscal year ended December 28, 2024.
10-K: Kellanova's 2024 10-K Filing: Merger Pending, Snacks Lead Growth Amidst Macroeconomic Headwinds
Kellanova's 2024 results highlight a pending merger with Mars, a focus on snacks-led growth, and navigation of complex macroeconomic conditions following the spin-off of WK Kellogg Co.
Delay expected
Worse than expected
10-K: Kellanova Amends Bylaws, Files 10-K Detailing Business and Financial Performance Post-Spin-Off
Kellanova files its 10-K report, detailing amended bylaws, business operations, and financial results following the spin-off of its North American cereal business.
Better than expected
Delay expected
Insider Trading (Form 4)
The W.K. Kellogg Foundation Trust disposed of 45,097,438 shares of Kellanova common stock at $83.50 per share following the completion of a merger where Kellanova became a wholly-owned subsidiary.
Kellanova Director Roderick D. Gillum reports the disposition of common stock and phantom stock units following the company's merger into a wholly-owned subsidiary.
Kellanova director J Michael Schlotman reported the disposal of common stock at $83.50 per share following the company's merger into a wholly-owned subsidiary.
Kellanova director G. Zachary Gund disposed of common stock and phantom stock units following the company's merger into a wholly-owned subsidiary of Acquiror 10VB8, LLC at $83.50 per share.
Kellanova SVP-Chief Global Corporate Affairs, Kris Bahner, disposed of all common stock, restricted stock units, and stock options following the company's merger into a wholly-owned subsidiary.
Kellanova's Chairman and CEO, Steven A. Cahillane, converted all his equity holdings into cash following the company's merger into a wholly-owned subsidiary of Acquiror 10VB8, LLC at $83.50 per share.
Proxy Statements (Def-14A)
Kellanova announced strong third-quarter results, driven by organic growth and improved profitability, while awaiting shareholder approval for its acquisition by Mars, Incorporated.
Better than expected
DEFA14A: Kellanova Addresses Lawsuits and Demand Letters Related to Mars Merger with Supplemental Disclosures
Kellanova is supplementing its definitive proxy statement with additional disclosures to address claims made in lawsuits and demand letters regarding the proposed merger with Mars, Incorporated.
Kellanova is soliciting proxies for a special meeting of stockholders to approve a proposed merger, with voting directions due by October 29, 2024.
Kellanova has scheduled a special meeting on November 1, 2024, for stockholders to vote on the proposed merger with Mars.
Kellanova's shareowners are set to vote on a proposed merger agreement with Mars, Incorporated, where each share will be acquired for $83.50 in cash.
Kellanova's CEO, Steve Cahillane, visited Mars' offices to discuss the proposed acquisition and potential synergies between the two companies.
Schedule 13D - Activist Investments
Kellanova has completed its merger, becoming a wholly-owned subsidiary and delisting its common stock from the New York Stock Exchange.
Schedule 13G - Passive Investments
Northern Trust Corporation has filed an amendment to its Schedule 13G, indicating it no longer holds a beneficial ownership stake in Kellanova common stock.
KeyCorp has filed an amendment to its Schedule 13G, reporting zero beneficial ownership of Kellanova's common stock as of December 31, 2025.
W.K. Kellogg Foundation Trust and Foundation disclose continued beneficial ownership of 13.0% of Kellanova's common stock as of September 30, 2025.
Northern Trust Corporation has filed an amended Schedule 13G, disclosing a beneficial ownership of 14.3% in Kellanova's common stock as of June 30, 2025.
SCHEDULE 13G/A: W.K. Kellogg Foundation Trust and Foundation Maintain Significant 14.1% Stake in Kellanova
The W.K. Kellogg Foundation Trust and its sole beneficiary, the W.K. Kellogg Foundation, have reported a continued beneficial ownership of 14.1% in Kellanova, totaling 48,764,110 shares as of December 31, 2024.
BlackRock, Inc. has filed an Amendment No. 8 to its Schedule 13G, disclosing a 7.7% beneficial ownership stake in Kellanova's common stock as of December 31, 2024.