{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-315130","form_type":"8-K","ticker":null,"cik":"0000055067","company_name":"KELLANOVA","filed_at":"2025-12-11T23:59:59+00:00","discovered_at":"2026-05-14T18:02:41.861672+00:00","generated_at":"2026-05-16T13:35:08.072971+00:00","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Mars completes $83.50/share acquisition of Kellanova; stock delisted from NYSE","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-315130","json":"https://secwatch.observer/filing/0001193125-25-315130.json","markdown":"https://secwatch.observer/filing/0001193125-25-315130.md","text":"https://secwatch.observer/filing/0001193125-25-315130.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/55067/000119312525315130/0001193125-25-315130-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/55067/000119312525315130/d90636d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T13:35:08.072971+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"008ca67692f7b1c631851ba5336cec58aff7eaf3","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/55067/000119312525315130/0001193125-25-315130-index.htm","confidence":0.9},{"claim_id":"df0e966a50c935f4250a2158a886f941d1ceeb26","claim":"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).","evidence_excerpt":"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\")","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/55067/000119312525315130/0001193125-25-315130-index.htm","confidence":0.9},{"claim_id":"be303afacf3e94151d0006c69fa135485432665d","claim":"KELLANOVA: Bylaws were amended and restated.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/55067/000119312525315130/0001193125-25-315130-index.htm","confidence":0.9},{"claim_id":"def6af51d047f6c61ece793ff11f9debdb223df4","claim":"KELLANOVA: Certificate of incorporation was amended and restated.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/55067/000119312525315130/0001193125-25-315130-index.htm","confidence":0.9},{"claim_id":"dd0c49fe9eeaeeeb38cd30a242f0d8bbe8da4d21","claim":"KELLANOVA underwent a change of control involving Acquiror 10VB8, LLC for $83.50 per share in cash (closed 2025-12-11).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/55067/000119312525315130/0001193125-25-315130-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: debt_financing, governance_change, ma_transaction","same SEC item: 1.01, 2.03, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/55067/000119312525315130/0001193125-25-315130-index.htm","comparable_excerpt":"The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: debt_financing, ma_transaction","same SEC item: 1.01, 2.01, 2.03, 3.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/55067/000119312525315130/0001193125-25-315130-index.htm","comparable_excerpt":"$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/55067/000119312525315130/0001193125-25-315130-index.htm","comparable_excerpt":"On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/55067/000119312525315130/0001193125-25-315130-index.htm","comparable_excerpt":"Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no\n consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/55067/000119312525315130/0001193125-25-315130-index.htm","comparable_excerpt":"ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}},{"accession":"0001493152-26-021767","ticker":"SHPH","company_name":"Shuttle Pharmaceuticals Holdings, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Shuttle Pharma completes merger with United Dogecoin, pivots to crypto, raises $9.55M PIPE","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","3.03","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021767","json":"https://secwatch.observer/filing/0001493152-26-021767.json","markdown":"https://secwatch.observer/filing/0001493152-26-021767.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/55067/000119312525315130/0001193125-25-315130-index.htm","comparable_excerpt":"On May 6, 2026 (the “ Closing Date ”), Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“ Shuttle ” or “ Acquiror ”), completed its previously announced merger pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), entered into on April 30, 2026 by and among the Acquiror, Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“ Merger Sub ”) and United Dogecoin Inc., a Delaware corporation (the “ Company ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm"}},{"accession":"0001140361-26-019333","ticker":"PKST","company_name":"Peakstone Realty Trust","filed_at":"2026-05-06T23:59:59+00:00","headline":"Brookfield completes $1.2B acquisition of Peakstone Realty Trust at $21.00/share","event_type":"m_and_a","sec_items":["2.01","3.01","3.02","5.03","3.03","5.01","5.02","8.01","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: governance_change","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-019333","json":"https://secwatch.observer/filing/0001140361-26-019333.json","markdown":"https://secwatch.observer/filing/0001140361-26-019333.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/0001140361-26-019333-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/ef20070245_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/55067/000119312525315130/0001193125-25-315130-index.htm","comparable_excerpt":"In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/0001140361-26-019333-index.htm"}},{"accession":"0001193125-26-211971","ticker":"DVN","company_name":"DEVON ENERGY CORP/DE","filed_at":"2026-05-07T23:59:59+00:00","headline":"Devon completes all-stock merger with Coterra; combined company retains DVN ticker","event_type":"m_and_a","sec_items":["2.01","5.02","5.03","7.01","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-211971","json":"https://secwatch.observer/filing/0001193125-26-211971.json","markdown":"https://secwatch.observer/filing/0001193125-26-211971.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1090012/000119312526211971/0001193125-26-211971-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1090012/000119312526211971/d799973d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/55067/000119312525315130/0001193125-25-315130-index.htm","comparable_excerpt":"On May 7, 2026, the Company filed an amendment to the Company’s restated certificate of incorporation (the “ Authorized Share Charter Amendment ”), effective as of such date, increasing the number of authorized shares of Company Common Stock from 1,000,000,000 to 2,000,000,000.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1090012/000119312526211971/0001193125-26-211971-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}