SCHEDULE: Kellanova Completes Merger, Delists from NYSE

Kellanova has completed its merger, becoming a wholly-owned subsidiary and delisting its common stock from the New York Stock Exchange.

Summary

• Kellanova completed its merger on December 11, 2025, becoming a wholly-owned subsidiary of an Acquiror.
• Each share of Kellanova Common Stock was automatically cancelled and converted into the right to receive $83.50 per share in cash, without interest.
• Trading of Kellanova's Common Stock on the New York Stock Exchange was halted prior to the opening of trading on December 11, 2025.
• The Issuer requested the New York Stock Exchange to file Form 25 to delist and deregister its Common Stock.
• Upon effectiveness of Form 25, Kellanova intends to file Form 15 to suspend its reporting obligations under Sections 13 and 15(d) of the Act.
• The Reporting Persons (Gordon Gund and various trusts) ceased to beneficially own any Common Stock as a result of the merger closing on December 11, 2025.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive for former shareholders who received a cash payout, providing a definitive return on their investment. However, it is neutral from a market analysis perspective as the company is no longer publicly traded.

Positives

• Shareholders received a definitive cash payout of $83.50 per share, providing a clear exit and liquidity.
• The completion of the merger resolves uncertainty regarding the company's future ownership and valuation for former public shareholders.

Negatives

• Kellanova's Common Stock is no longer publicly traded, removing investment opportunities for public market participants.
• Former shareholders no longer have an equity stake in Kellanova and will not participate in any future growth or appreciation of the company as a private entity.

Risks

• The Reporting Persons no longer beneficially own any Common Stock, eliminating their exposure to market risks associated with Kellanova shares.
• For former public shareholders, the primary risk of holding Kellanova stock has been converted into the risk associated with the cash received.

Future Outlook

Kellanova is now a wholly-owned subsidiary and will cease to be a publicly traded company. As such, it will no longer provide forward-looking statements or guidance to public investors.

Industry Context

This announcement reflects a specific corporate transaction (merger and delisting) for Kellanova, rather than a broader industry trend. While consolidation occurs across industries, this filing does not provide insights into general market conditions or competitive dynamics beyond the specific company action.

Comparison to Industry Standards

• NA This filing details the completion of a merger and subsequent delisting, which is a company-specific event rather than a performance metric comparable to industry standards or specific projects/results of other companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Received $83.50 per share in cash, concluding their investment in Kellanova's public equity.
• Employees, Customers, Suppliers: Now operate under a privately-owned entity, which may lead to changes in operational strategies or relationships, though not detailed in this filing.

Next Steps

• The New York Stock Exchange will file Form 25 to delist and deregister Kellanova's Common Stock.
• Upon effectiveness of Form 25, Kellanova intends to file Form 15 to suspend its reporting obligations under the Securities Exchange Act of 1934.

Key Dates

Keywords

Kellanova, Merger, Delisting, SEC Filing, Schedule 13D, Common Stock, Acquisition, Corporate Action, NYSE, Deregistration