8-K filed December 11, 2025, 6:59 PM ET CIK 0000055067

M&A confidence high sentiment positive materiality 1.00

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

Machine-readable event card

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cik: 0000055067
company_name: KELLANOVA
filed_at: 2025-12-11T23:59:59+00:00
discovered_at: 2026-05-14T18:02:41.861672+00:00
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sentiment: positive
materiality_score: 1.0
calibrated_materiality_score: 1.0
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JSON Markdown Plain text

Source-grounded claims

008ca67692f7b1c631851ba5336cec58aff7eaf3

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.

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

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

df0e966a50c935f4250a2158a886f941d1ceeb26

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).

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")

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

be303afacf3e94151d0006c69fa135485432665d

KELLANOVA: Bylaws were amended and restated.

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

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

def6af51d047f6c61ece793ff11f9debdb223df4

KELLANOVA: Certificate of incorporation was amended and restated.

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

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

dd0c49fe9eeaeeeb38cd30a242f0d8bbe8da4d21

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

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

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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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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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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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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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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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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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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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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Source: SEC EDGAR

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