KELLANOVA: M&A transaction — Mars completes $83.50/share acquisition of Kellanova; stock delisted from NYSE

KELLANOVA

Merger closed Dec 11, 2025; Kellanova shareholders received $83.50 cash per share.
Kellanova becomes wholly owned subsidiary of Mars; delisting from NYSE and LuxSE initiated.
All equity awards cashed out; outstanding options and RSUs deemed vested and converted to cash.
Former CEO Steve Cahillane and all directors resigned; new Mars-appointed officers and directors installed.
Kellanova guaranteed ~$20B+ of Mars senior notes and credit facilities post-closing.

item 1.01 item 1.02 item 2.01 item 2.03 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

KELLANOVA incurred guarantee of $4,000,000,000 in revolving commitments and $4,000,000,000 in delayed draw term commitments with JPMorgan Chase Bank, N.A. maturing March 3, 2028 for the Revolving Credit Agreement; five years from the Funding Date for the DDTL Credit Agreement.

Instrument: guarantee
Principal: $4,000,000,000 in revolving commitments and $4,000,000,000 in delayed draw term commitments
Counterparty: JPMorgan Chase Bank, N.A.
Maturity: March 3, 2028 for the Revolving Credit Agreement; five years from the Funding Date for the DDTL Credit Agreement
Event: incurrence

Exact text from the filing

time, the “Revolving Credit Agreement”), among the Parent, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which provides for $4.0 billion in revolving commitments available to be drawn in either U.S. dollars, Euro or Sterling with a final maturity date of March 3, 2028 and (ii) Supplement No. 1 (the “Term

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

KELLANOVA incurred senior notes of $395,000,000 aggregate principal amount of 3.99% Series K Senior Notes due October 11, 2027; $400,000,000 aggregate prin with noteholders at various (see principal_text for rates) maturing various (see principal_text for maturity dates).

Instrument: senior notes
Principal: $395,000,000 aggregate principal amount of 3.99% Series K Senior Notes due October 11, 2027; $400,000,000 aggregate prin
Counterparty: noteholders
Rate: various (see principal text for rates)
Maturity: various (see principal text for maturity dates)
Event: incurrence

Exact text from the filing

relating to the Parent's: • $395,000,000 aggregate principal amount of 3.99% Series K Senior Notes due October 11, 2027 (the "2012 Senior Notes")

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

KELLANOVA: Bylaws were amended and restated.

Change: bylaw amendment

Exact text from the filing

the Bylaws of the Company were amended and restated in their entirety and replaced with the bylaws in the form attached hereto as Exhibit 3.2 and incorporated herein by reference

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

KELLANOVA: Certificate of incorporation was amended and restated.

Change: charter amendment

Exact text from the filing

the Restated Certificate of Incorporation of the Company was amended and restated in its entirety and replaced with the certificate of incorporation in the form attached hereto as Exhibit 3.1 and incorporated herein by reference

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

KELLANOVA underwent a change of control involving Acquiror 10VB8, LLC for $83.50 per share in cash (closed 2025-12-11).

Action: change of control
Counterparty: Acquiror 10VB8, LLC
Consideration: $83.50 per share in cash
Closing: 2025-12-11

Exact text from the filing

subsidiaries) or (ii) stockholders who properly exercised and perfected appraisal rights under Delaware law) was automatically cancelled and converted into the right to receive $83.50 per share in cash, without interest (the “Merger Consideration”). In addition, pursuant to the Merger Agreement, at the Effective Time, (1) each option to purchase shares of

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

KELLANOVA terminated Five-Year Credit Agreement with JPMorgan Chase Bank, N.A., Barclays Bank PLC, BOFA Securities, INC., Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, and Morgan Stanley MUFG Loan Partners, LLC (effective 2021-12-21).

Action: termination
Agreement: credit facility
Counterparty: JPMorgan Chase Bank, N.A., Barclays Bank PLC, BOFA Securities, INC., Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, and Morgan Stanley MUFG Loan Partners, LLC
Effective: 2021-12-21

Exact text from the filing

Concurrently with the closing of the Merger, the Company terminated that certain Five-Year Credit Agreement, dated as of December 21, 2021, with JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Barclays Bank PLC, BOFA Securities, INC., Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, and Morgan Stanley MUFG Loan Partners, LLC, as joint lead arrangers and joint bookrunners, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, and Morgan Stanley MUFG Loan Partners, LLC as co-syndication agents and the lenders named therein, in each case as the same has been amended, restated, amended and restated, supplemented or otherwise modified prior to the closing of the Merger, and repaid all indebtedness and other obligations outstanding thereunder.

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Source: SEC EDGAR

accession 0001193125-25-315130

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