Form 4: Kellanova CLO Disposes Shares Post-Merger for $83.50/Share

Kellanova's Chief Legal Officer, Todd W. Haigh, disposed of common stock, restricted stock units, and stock options following the company's merger into a wholly-owned subsidiary, receiving $83.50 per share in cash.

Summary

• Todd W. Haigh, Chief Legal Officer of Kellanova, reported the disposition of various equity securities on December 11, 2025, following the company's merger.
• Kellanova merged with and into Merger Sub 10VB8, LLC, with Kellanova surviving as a wholly-owned subsidiary of Acquiror 10VB8, LLC, as per an agreement dated August 13, 2024.
• Each share of Kellanova common stock outstanding immediately prior to the merger's effective time was converted into the right to receive $83.50 per share in cash.
• Haigh disposed of 31,639.1254 shares of common stock directly held, 357.15 shares indirectly held via a 401(k) plan, and 100 shares indirectly held in a parent's IRA (beneficial ownership disclaimed for the latter).
• Restricted Stock Units (RSUs) totaling 20,817.889 units were cancelled and converted into cash based on the $83.50 merger consideration, plus accrued dividend equivalents.
• Performance-based Restricted Stock Units (PSUs) totaling 7,424 units were deemed fully vested at the greater of target or actual performance, then cancelled and converted into cash at $83.50 per share, plus dividend equivalents.
• Stock options to purchase a total of 41,965 shares were converted into the right to receive cash equal to the product of the number of shares subject to the option and the excess of the $83.50 merger consideration over the option's exercise price.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting person as they successfully monetized their equity holdings at a fixed, pre-announced merger price, indicating a favorable outcome for their personal investment.

Positives

• The reporting person received a significant cash payout for their equity holdings in Kellanova due to the merger, realizing substantial value.
• All outstanding common stock, RSUs, PSUs, and in-the-money stock options were converted to cash at a fixed price of $83.50 per share, providing liquidity and certainty for equity holders.

Negatives

• Kellanova ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of Acquiror 10VB8, LLC, which means its shares are no longer traded on public exchanges.

Future Outlook

The filing does not contain forward-looking statements or guidance, as it reports a completed insider transaction related to a merger.

Industry Context

This filing reflects the finalization of a corporate acquisition within the consumer packaged goods sector, where Kellanova, a prominent food company, has been taken private. Such transactions often lead to consolidation and strategic realignments within the industry.

Related Party Transactions

• The reporting person indirectly held 100 shares in a parent's IRA account, over which they have power of attorney and are one of several beneficiaries. The reporting person disclaims beneficial ownership of these securities.

Stakeholder Impact

• Shareholders of Kellanova received a cash payout of $83.50 per share, providing liquidity and a defined return on their investment as the company transitioned to a private entity.

Key Dates

Keywords

Kellanova, Merger, SEC Form 4, Insider Transaction, Equity Disposition, Restricted Stock Units, Performance Stock Units, Stock Options, Cash Payout, Acquisition