Form 4: Kellanova Director Sells Shares Post-Merger

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.

Summary

• G. Zachary Gund, a director of Kellanova, reported the disposition of common stock and phantom stock units.
• This disposition occurred on December 11, 2025, as a result of the merger of Kellanova with Merger Sub 10VB8, LLC, making Kellanova a wholly-owned subsidiary of Acquiror 10VB8, LLC.
• Each share of Kellanova common stock was automatically cancelled and converted into the right to receive $83.50 in cash, without interest and subject to applicable withholding taxes.
• Gund directly disposed of 32,709.311 shares, which included shares acquired under the Company's Dividend Reinvestment Plan in 2025.
• Additionally, 9,200 shares were disposed of indirectly through a trust for family benefit, 34,296 shares indirectly through a trust for the reporting person and family, and 1,409,000 shares indirectly through family partnerships.
• 23,574.065 phantom stock units (DSUs) were also converted into a cash payment equal to the merger consideration plus all accrued dividend equivalents, payable at a specified future time.

Sentiment

Score: 7

Explanation: The filing reports the completion of a merger where Kellanova shareholders received a cash payout, indicating a successful exit for existing equity holders, though the company ceases to be an independent public entity.

Positives

• The merger successfully completed, providing Kellanova shareholders with a cash payout of $83.50 per share.
• The reporting person, a director, realized cash for his direct and indirect equity holdings in Kellanova.

Negatives

• Kellanova ceased to be an independent publicly traded company following the merger.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Indirect beneficial ownership of 9,200 shares held in a trust for the benefit of certain family members, where the reporting person disclaims beneficial ownership except for pecuniary interest.
• Indirect beneficial ownership of 34,296 shares held in a trust for the benefit of the reporting person and certain family members, where the reporting person is a trustee and disclaims beneficial ownership except for pecuniary interest.
• Indirect beneficial ownership of 1,409,000 shares held in family partnerships, where the reporting person serves as a manager and disclaims beneficial ownership except for pecuniary interest.

Stakeholder Impact

• Shareholders of Kellanova received $83.50 per share in cash for their common stock.
• Holders of deferred stock units (DSUs) received a cash payment equivalent to the merger consideration plus accrued dividend equivalents.

Key Dates

Keywords

Kellanova, K, Merger, Acquisition, Form 4, Insider Transaction, Director, Stock Disposition, Common Stock, Phantom Stock Units, 10b5-1