UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the

~~of The~~ Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~June~~July 2531, 2025

Kellanova

(Exact name of registrant as specified in its charter)

Delaware

1-4171

38-0710690

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

412 N. Wells Street Chicago, Illinois		60654
(Address of principal executive offices)		(Zip Code)

412 N. Wells Street

~~Registrant’s telephone number~~Chicago, ~~including~~Illinois ~~area~~60654 ~~code: (269) 961-2000~~

(Address of principal executive offices, including zip code)

(269) 961-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.25 par value per share		K	New York Stock Exchange
0.500% Senior Notes due 2029		K 29	New York Stock Exchange
3.750% Senior Notes due 2034		K 34	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.	☐

Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Common Stock, $.25 par value per share	K	New York Stock Exchange
0.500% Senior Notes due 2029	K29	New York Stock Exchange
3.750% Senior Notes due 2034	K34	New York Stock Exchange

Item 2.02. Results of Operations and Financial Condition.

~~Indicate~~The byinformation ~~check~~in ~~mark~~this ~~whether~~Current Report, including the ~~registrant~~attached isExhibit, anshall ~~emerging~~not ~~growth~~be ~~company~~deemed as“filed” ~~defined~~for inpurposes ~~Rule~~of ~~405~~Section 18 of the Securities Exchange Act of ~~1933~~1934, ~~(§230.405~~as ofamended, ~~this~~nor ~~chapter)~~shall orit ~~Rule~~be ~~12b-2~~deemed ofincorporated by reference into any filing under the Securities ~~Exchange~~ Act of ~~1934~~1933, ~~(§240.12b-2~~except ofas ~~this~~shall ~~chapter)~~be expressly set forth by specific reference in such filing.

~~Emerging~~On July 31, ~~growth~~2025, ~~company~~Kellanova ☐issued a press release announcing financial results for the period ended June 28, 2025, a copy of which is attached as Exhibit 99.1.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On June 25, 2025, Kellanova and Mars, Incorporated (“Mars”) issued a joint press release announcing that the United States Federal Trade Commission had concluded its antitrust review of Mars’ pending acquisition of Kellanova.

A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Description~~	Description
Exhibit 99.1	~~Press release dated June 25, 2025 jointly issued by Kellanova and Mars, Incorporated.~~	Press Release dated July 31, 2025.
Exhibit 104	~~Cover Page Interactive Data File (embedded with the Inline XBRL document).~~	Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~KELLANOVA~~	KELLANOVA
Date: June 26, 2025	By:	/s/ Todd Haigh
Date: July 31, 2025		/s/ John Renwick
		Name: Todd Haigh
		Name: John Renwick
		Title: Senior Vice President, Chief Legal Officer & Secretary
		Title: Acting Senior Vice President and Chief Financial Officer

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