---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-249062"
form_type: "8-K"
ticker: null
cik: "0000055067"
company_name: "KELLANOVA"
filed_at: "2023-10-02T23:59:59+00:00"
generated_at: "2026-06-10T06:39:21.163293+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Kellanova completes spin-off of WK Kellogg Co; projects 2024 net sales of $13.4-13.6B

## Summary
- Completed spin-off of WK Kellogg Co; shareholders received 1 WK share per 4 Kellanova shares on Oct 2, 2023.
- Kellanova projects 2024 net sales of $13.4-13.6B; portfolio features Pringles, Cheez-It, Pop-Tarts, Eggo, RXBAR.
- Name changed to Kellanova effective Sept 29; Gary Pilnick resigned as VP & CLO to become WK Kellogg CEO.
- WK Kellogg begins trading on NYSE as KLG; Kellanova continues as K; fractional shares cashed out.

## SEC filing metadata
- accession: 0001193125-23-249062
- form_type: 8-K
- cik: 0000055067
- company_name: KELLANOVA
- filed_at: 2023-10-02T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.01, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/55067/000119312523249062/0001193125-23-249062-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/55067/000119312523249062/d517693d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-249062
- JSON: https://secwatch.observer/filing/0001193125-23-249062.json
- Plain text: https://secwatch.observer/filing/0001193125-23-249062.txt

## Key facts
- Executive change
  Gary Pilnick resigned as Vice Chairman and Chief Legal Officer at KELLANOVA.
  - Action: resigned
  - Role: Vice Chairman and Chief Legal Officer
  source text: Effective upon the consummation of the Distribution, Gary Pilnick, the Vice Chairman and Chief Legal Officer resigned from Kellanova.
  evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000119312523249062/0001193125-23-249062-index.htm
- M&A Transactions
  KELLANOVA completed a disposition involving WK Kellogg Co (closed 2023-09-29).
  - Action: disposition
  - Counterparty: WK Kellogg Co
  - Closing: 2023-09-29
  source text: On the Distribution Date, Kellanova completed the previously announced Spin-Off of WK Kellogg
  evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000119312523249062/0001193125-23-249062-index.htm
- Material Agreements
  KELLANOVA entered into Tax Matters Agreement with WK Kellogg Co valued at Tax Matters Agreement between Kellanova and WK Kellogg (effective 2023-09-29).
  - Action: entry
  - Counterparty: WK Kellogg Co
  - Value: Tax Matters Agreement between Kellanova and WK Kellogg
  - Effective: 2023-09-29
  source text: Tax Matters Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.5 hereto and incorporated by reference herein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000119312523249062/0001193125-23-249062-index.htm
- Material Agreements
  KELLANOVA entered into Employee Matters Agreement with WK Kellogg Co valued at Employee Matters Agreement between Kellanova and WK Kellogg (effective 2023-09-29).
  - Action: entry
  - Counterparty: WK Kellogg Co
  - Value: Employee Matters Agreement between Kellanova and WK Kellogg
  - Effective: 2023-09-29
  source text: Employee Matters Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000119312523249062/0001193125-23-249062-index.htm
- Material Agreements
  KELLANOVA entered into Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Property Agreement with WK Kellogg Co valued at Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Propert (effective 2023-09-29).
  - Action: entry
  - Agreement: license
  - Counterparty: WK Kellogg Co
  - Value: Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Propert
  - Effective: 2023-09-29
  source text: Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Property Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.4 hereto and incorporated by reference herein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000119312523249062/0001193125-23-249062-index.htm
- Material Agreements
  KELLANOVA entered into Supply Agreement with WK Kellogg Co valued at Supply Agreement between Kellanova and WK Kellogg (effective 2023-09-29).
  - Action: entry
  - Agreement: supply
  - Counterparty: WK Kellogg Co
  - Value: Supply Agreement between Kellanova and WK Kellogg
  - Effective: 2023-09-29
  source text: Supply Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000119312523249062/0001193125-23-249062-index.htm
- Material Agreements
  KELLANOVA entered into Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellectual Property Agreement with WK Kellogg Co valued at Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellec (effective 2023-09-29).
  - Action: entry
  - Agreement: license
  - Counterparty: WK Kellogg Co
  - Value: Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellec
  - Effective: 2023-09-29
  source text: Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellectual Property Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.3 hereto and incorporated by reference herein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000119312523249062/0001193125-23-249062-index.htm
- Material Agreements
  KELLANOVA entered into Transition Services Agreement with WK Kellogg Co valued at Transition Services Agreement between Kellanova and WK Kellogg (effective 2023-09-29).
  - Action: entry
  - Counterparty: WK Kellogg Co
  - Value: Transition Services Agreement between Kellanova and WK Kellogg
  - Effective: 2023-09-29
  source text: Transition Services Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.6 hereto and incorporated by reference herein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000119312523249062/0001193125-23-249062-index.htm
- Material Agreements
  KELLANOVA entered into Separation and Distribution Agreement with WK Kellogg Co valued at Separation and Distribution Agreement between Kellanova and WK Kellogg (effective 2023-09-29).
  - Action: entry
  - Agreement: supply
  - Counterparty: WK Kellogg Co
  - Value: Separation and Distribution Agreement between Kellanova and WK Kellogg
  - Effective: 2023-09-29
  source text: Separation and Distribution Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg (the " Separation and Distribution Agreement "), a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/55067/000119312523249062/0001193125-23-249062-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.