KELLOGG W K FOUNDATION TRUST sold K
December 11, 2025 · Form 4 insider transaction
KELLOGG W K FOUNDATION TRUST sold 45,097,438 shares of Kellanova at $83.50 per share, a transaction worth $3.77B. The trade was recorded as open-market sale and disclosed on an SEC Form 4, filed 1 day after the transaction.
Footnotes
On December 11, 2025, pursuant to a certain Agreement and Plan of Merger, dated as of August 13, 2024, entered into by and among the Issuer, Acquiror 10VB8, LLC ("Acquiror"), Merger Sub 10VB8, LLC, a wholly owned subsidiary of Acquiror ("Merger Sub"), and, solely for the limited purposes specified in the Merger Agreement, Mars, Incorporated (the "Merger Agreement"), Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Acquiror (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive $83.50, in cash, without interest.; These shares were owned by the W.K. Kellogg Foundation Trust (the "Trust") of which Steven A. Cahillane, La June Montgomery Tabron, Richard M. Tsoumas and The Northern Trust Company are Trustees with investment and voting power over the Issuer common stock held by the Trust, and the W.K. Kellogg Foundation is the sole beneficiary.