KELLANOVA Material Event - What Happened

Here's the lowdown on some big changes that have happened with the company you might know as Kellogg's:

1. What happened? Okay, so you know Kellogg's, right? The big food company that makes everything from Pop-Tarts and Cheez-Its to Frosted Flakes and Special K? Well, they basically split themselves into two completely separate companies. Think of it like a big family business deciding to let two different siblings run their own parts of the business independently.

One new company is called Kellanova, and it got all the snack brands (like Pringles, Cheez-It, Pop-Tarts), their international cereal business, and their plant-based foods. The other new company is called WK Kellogg Co, and it kept the North American cereal business (like Frosted Flakes, Special K, Froot Loops).

But wait, there's more! Just over two years after that big split, Kellanova itself is undergoing another massive change: it's being acquired by Mars, Incorporated (yes, the company behind M&M's, Snickers, and Pedigree pet food!). This means Kellanova will no longer be an independent public company. Instead, it will become a private company, fully owned by Mars.

2. When did it happen? The initial split into Kellanova and WK Kellogg Co officially happened on October 2, 2023. That's when the two new companies started trading as separate entities on the stock market.

For the acquisition of Kellanova by Mars:

• The merger agreement was signed on August 13, 2024.
• Mars received the final required regulatory approval from the European Commission on December 8, 2025.
• The companies intend to close the merger on December 11, 2025.

3. Why did it happen? Basically, the old Kellogg's company felt that its snack business and its cereal business were very different and had different needs to grow.

• The snack business (now Kellanova) is a global powerhouse, growing fast, and needs a lot of investment in new products and international expansion.
• The North American cereal business (now WK Kellogg Co) is more mature, but still very important, and needs a different kind of focus to stay competitive and efficient. By splitting, they believed each new company could focus 100% on its own strengths and challenges, making them both potentially more successful in the long run.

As for why Mars is acquiring Kellanova, the filing doesn't explicitly state Mars's reasons. However, it's common for large, diversified companies like Mars to acquire successful brands to expand their portfolio, gain market share in new categories (like savory snacks), and leverage Kellanova's global distribution networks. Mars likely sees Kellanova's strong snack brands and international presence as a valuable strategic addition.

4. Why does this matter? The initial split was a pretty big deal for a few reasons:

• Clearer Focus: Each company now has a super clear mission. Kellanova is all about global snacking and international growth, while WK Kellogg Co is all about making sure your breakfast cereal is top-notch in North America.
• Different Growth Paths: Snacks often grow faster and have higher profit margins than traditional cereals. By separating, investors could choose to invest in a faster-growing snack company or a more stable, but slower-growing, cereal company.
• Better Decisions: Each company's management could make decisions specifically for their business without having to worry about how it impacts the other side.

Now, the acquisition of Kellanova by Mars is an even bigger deal for Kellanova itself. It means the end of Kellanova as an independent, publicly traded company. Its future direction, strategies, and financial performance will now be determined by Mars, a private entity.

5. Who is affected? A lot of people are affected by these changes:

From the initial split:

• Investors: If you owned Kellogg's stock before the split, you now own shares in both Kellanova and WK Kellogg Co. Your investment is now in two different companies with different outlooks.
• Employees: People who worked for the old Kellogg's now work for either Kellanova or WK Kellogg Co. Their day-to-day jobs might not change much, but their company's overall strategy and focus certainly will.
• Customers: For you, the consumer, not much changed immediately. You still found your favorite Pop-Tarts under Kellanova and your Frosted Flakes under WK Kellogg Co. The products and brands you love are still there, just under new corporate umbrellas.
• The Companies Themselves: Both Kellanova and WK Kellogg Co became independent, publicly traded companies, responsible for their own profits, losses, and future direction.

From the acquisition of Kellanova by Mars:

• Kellanova Investors: This is a huge change. If you own Kellanova stock (NYSE: K), your shares will soon be converted into the merger consideration (e.g., cash) as per the merger agreement. Kellanova stock will be delisted from the New York Stock Exchange and will no longer be publicly traded.
• Kellanova Employees: They will now work for a company owned by Mars. This could mean changes in management, corporate culture, benefits, and long-term career paths as Kellanova integrates into the larger Mars organization.
• Kellanova Customers: Brands like Pringles, Cheez-It, and Pop-Tarts will now be owned by Mars. While immediate changes are unlikely, Mars's ownership could influence future product development, marketing, and distribution strategies over time.
• Kellanova as a Company: It will cease to exist as an independent public entity, becoming a part of the much larger, privately-held Mars, Incorporated.

WK Kellogg Co (NYSE: KLG) is NOT affected by this acquisition. It remains an independent, publicly traded company focused on North American cereal.

6. What happens next? The merger between Kellanova and Mars is expected to close on December 11, 2025. After that, Kellanova will no longer trade on the stock market and will operate as a private company under Mars. Its financial reports will no longer be publicly available.

WK Kellogg Co will continue to operate as an independent public company, working to revitalize its North American cereal brands, improve efficiency, and maintain its strong market position.

7. What should investors/traders know? Here are the key things for investors and traders to keep in mind:

• Check Your Portfolio (for the split): If you owned Kellogg's stock (K) before October 2, 2023, you now own shares in both Kellanova (NYSE: K) and WK Kellogg Co (NYSE: KLG). Make sure your brokerage account reflects this.
• Kellanova Stock (NYSE: K) is being acquired: If you own Kellanova stock, it will be delisted from the NYSE around December 11, 2025. Your shares will be converted into the merger consideration (e.g., cash) as outlined in the merger agreement. You will no longer own Kellanova stock after the merger closes.
• WK Kellogg Co (NYSE: KLG) remains independent: This company is not part of the Mars acquisition and will continue to trade publicly. Its investment profile remains separate from the Kellanova acquisition.
• Understand Each Company: Don't just assume they're the same. WK Kellogg Co is a focused, North American cereal business. Kellanova, while it was public, was generally seen as the higher-growth, more global company. Now, Kellanova will be part of a private conglomerate.
• Action Required for Kellanova Shareholders: If you own Kellanova shares, your brokerage will handle the conversion of your shares into the merger consideration. If you have any questions about this process or the specific terms of the merger consideration, you should contact your brokerage directly.