Bahner Kris 4

Accession 0001193125-25-316424

CIK 0000055067other

View on SEC.gov Company Profile

Filed

Dec 10, 7:00 PM ET

Accepted

Dec 11, 6:46 PM ET

Size

35.6 KB

Accession

0001193125-25-316424

Insider Transaction Report

Form 4

Period: 2025-12-09

KELLANOVAK

Bahner Kris

SVP-Chief Global Corp Affairs

Transactions

Gift
Common
2025-12-09−9,000→ 36,807.365 total
Disposition to Issuer
Common
2025-12-11$83.50/sh−36,807.365$3,073,415→ 0 total
Disposition to Issuer
Common
2025-12-11$83.50/sh−2,124$177,354→ 0 total(indirect: Held Jointly with Son)
Disposition to Issuer
Common
2025-12-11$83.50/sh−159.589$13,326→ 0 total(indirect: By 401(k))
Disposition to Issuer
Restricted Stock Units
2025-12-11$83.50/sh−3,004.531$250,878→ 0 total
From: 2026-02-17Exp: 2026-02-17→ Common (3,004.531 underlying)
Disposition to Issuer
Restricted Stock Units
2025-12-11$83.50/sh−3,435.507$286,865→ 0 total
From: 2027-02-16Exp: 2027-02-16→ Common (3,435.507 underlying)
Disposition to Issuer
Restricted Stock Units
2025-12-11$83.50/sh−8,907.983$743,817→ 0 total
From: 2028-02-21Exp: 2028-02-21→ Common (8,907.983 underlying)
Award
Performance-based Restricted Stock Units
2025-12-11+18,157→ 18,157 total
→ Common (18,157 underlying)
Disposition to Issuer
Performance-based Restricted Stock Units
2025-12-11$83.50/sh−18,157$1,516,110→ 0 total
→ Common (18,157 underlying)
Disposition to Issuer
Stock Option
2025-12-11$16.70/sh−12,662$211,455→ 0 total
Exercise: $66.80Exp: 2026-02-19→ Common (12,662 underlying)
Disposition to Issuer
Stock Option
2025-12-11$19.02/sh−12,775$242,981→ 0 total
Exercise: $64.48Exp: 2027-02-17→ Common (12,775 underlying)
Disposition to Issuer
Stock Option
2025-12-11$21.88/sh−15,263$333,954→ 0 total
Exercise: $61.62Exp: 2028-02-16→ Common (15,263 underlying)
Disposition to Issuer
Stock Option
2025-12-11$33.32/sh−19,288$642,676→ 0 total
Exercise: $50.18Exp: 2029-02-22→ Common (19,288 underlying)
Disposition to Issuer
Stock Option
2025-12-11$25.54/sh−11,396$291,054→ 0 total
Exercise: $57.96Exp: 2030-02-21→ Common (11,396 underlying)
Disposition to Issuer
Stock Option
2025-12-11$32.27/sh−14,098$454,942→ 0 total
Exercise: $51.23Exp: 2031-02-19→ Common (14,098 underlying)

Footnotes (7)

[F1]Reflects the gift of shares of the Issuer's common stock, par value $0.25 per share ("Common Stock"), by the Reporting Person to a charitable donor-advised fund.
[F2]Pursuant to the Agreement and Plan of Merger, dated as of August 13, 2024, by and among the Issuer, Acquiror 10VB8, LLC ("Acquiror"), Merger Sub 10VB8, LLC ("Merger Sub"), and solely for the limited purposes set forth therein, Mars, Incorporated, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Acquiror (the "Merger"). At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of the Common Stock that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $83.50 per share in cash, without interest and subject to any applicable withholding taxes (the "Merger Consideration").
[F3]Represents shares of Common Stock indirectly held by the Reporting Person's account in the Kellanova Savings and Investment Plan immediately prior to the Effective Time.
[F4]Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, these restricted stock units ("RSUs") were cancelled and converted into the right to receive an amount in cash, without interest, equal to the sum of the product of the number of shares of Common Stock issuable pursuant to such RSUs and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such RSUs.
[F5]Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, these RSUs were cancelled and converted into the contractual right of the Reporting Person to receive a payment in an amount of cash (without interest and subject to applicable tax withholdings) equal to the sum of the per share Merger Consideration multiplied by the total number of shares of Common Stock issuable pursuant to such RSUs as of immediately prior to the Effective Time plus all dividend equivalents accrued or credited with respect to such RSUs (each, a "Converted RSU Cash Award"). Each Converted RSU Cash Retention Award will generally be subject to the same terms and conditions as applied to such RSUs immediately prior to the Effective Time and will become payable in accordance with the original vesting schedule applicable to the corresponding RSUs or, if earlier, upon a qualifying termination of employment.
[F6]Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each performance-based restricted stock unit ("PSU") outstanding immediately prior to the Effective Time was deemed fully vested, based on the greater of target or actual level of performance, and was cancelled and converted into the right of the Reporting Person to receive an amount, in cash, without interest, equal to the sum of the product of such number of shares of Common Stock issuable pursuant to the PSU (based on the level of vesting described above) and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such PSU, subject to tax withholding.
[F7]Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each option to purchase a share of Common Stock (an "Option") that was outstanding and unexercised as of immediately prior to the Effective Time was converted into the right of the Reporting Person to receive an amount, in cash, without interest, equal to the product of the total number of shares subject to such Option and the excess, if any, of the per share Merger Consideration over the exercise price per share of Common Stock underlying the Option.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

KELLANOVA

CIK 0000055067

→

Entity typeother

Related Parties

filerCIK 0001976425

Filing Metadata

Form type: 4
Filed: Dec 10, 7:00 PM ET
Accepted: Dec 11, 6:46 PM ET
Size: 35.6 KB

View on SEC.gov