Form 4: Kellanova SVP Sells Shares Post-Merger

Kellanova Senior Vice President Nicolas Amaya disposed of common stock, RSUs, PSUs, and stock options following the company's merger into a wholly-owned subsidiary of Acquiror 10VB8, LLC.

Summary

• Kellanova was acquired by Acquiror 10VB8, LLC, with Merger Sub 10VB8, LLC merging into Kellanova, making Kellanova a wholly-owned subsidiary.
• At the effective time of the merger on December 11, 2025, each share of Kellanova common stock was automatically cancelled and converted into the right to receive $83.50 per share in cash.
• Senior Vice President Nicolas Amaya disposed of 43,630.3597 shares of common stock directly and 555.154 shares indirectly through a 401(k) Profit Sharing Plan, both at a price of $83.50 per share.
• Various Restricted Stock Units (RSUs) were cancelled and converted into the right to receive cash, including 4,246.717 units and 8,583.479 units, based on the merger consideration plus accrued dividend equivalents.
• A portion of RSUs, specifically 22,249.526 units, were converted into a 'Converted RSU Cash Award' which remains subject to the original vesting schedule or a qualifying termination of employment.
• Performance-based Restricted Stock Units (PSUs) totaling 36,268 units were deemed fully vested based on the greater of target or actual performance, cancelled, and converted into cash based on the merger consideration plus dividend equivalents.
• Stock options with various exercise prices 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 generally positive for the reporting person due to the cash conversion of most equity awards at a fixed price, indicating a successful liquidity event. However, the company itself is no longer publicly traded, which is a neutral to negative event for former public shareholders who lose future upside.

Positives

• The merger provided a cash payout of $83.50 per share to common stockholders, offering immediate liquidity.
• Most equity awards held by the reporting person, including common stock, many RSUs, PSUs, and in-the-money stock options, were converted into cash.
• Performance-based Restricted Stock Units (PSUs) were deemed fully vested at the greater of target or actual performance, maximizing the payout for these awards.

Negatives

• Kellanova is no longer a publicly traded company, as it became a wholly-owned subsidiary, meaning public shareholders no longer hold equity in the entity.
• A portion of the reporting person's Restricted Stock Units (22,249.526 units) were converted into a 'Converted RSU Cash Award' that remains subject to the original vesting schedule, delaying full liquidity for these specific awards.

Future Outlook

The filing does not provide a future outlook for Kellanova, as it is a post-merger insider transaction report for a company that is now a wholly-owned subsidiary.

Stakeholder Impact

• Former public shareholders received $83.50 cash per share, concluding their equity participation in Kellanova.
• Employees, including the reporting person, had most equity awards converted to cash or cash awards, providing liquidity or continued incentive tied to the new private entity.

Next Steps

• Vesting and payment of the Converted RSU Cash Award according to its original schedule or upon a qualifying termination of employment.

Key Dates

Keywords

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