k-20241228

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)


☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 28, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Transition Period From To

Commission file number 1-4171

Kellanova

(Exact name of registrant as specified in its charter)


Delaware						38-0710690
(State or other jurisdiction of Incorporation or organization)						(I.R.S. Employer Identification No.)

412 N. Wells Street

Chicago, IL 60654

(Address of Principal Executive Offices)

Registrant’s telephone number: (269) 961-2000

Securities registered pursuant to Section 12(b) of the Securities 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
1.250% Senior Notes due 2025	K 25	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

Securities registered pursuant to Section 12(g) of the Securities Act: None

Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes ☐ No ☑

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☑ No ☐

The aggregate market value of the common stock held by non-affiliates of the registrant (assuming for purposes of this computation only that the W. K. Kellogg Foundation Trust, directors and executive officers may be affiliates) as of the close of business on June 29, 2024 was approximately $16.6 billion based on the closing price of $57.68 for one share of common stock, as reported for the New York Stock Exchange on that date.

As of January 25, 2025, 345,215,923 shares of the common stock of the registrant were issued and outstanding.


Auditor Firm ID	Auditor Location	Auditor Name
238	Chicago, Illinois	PricewaterhouseCoopers LLP

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A, or this Form 10-K/A, to the Annual Report on Form 10-K of Kellanova (the "Company") for the fiscal year ended December 28, 2024, filed with the Securities and Exchange Commission, or the SEC, on February 21, 2025, or the Original Form 10-K, is being filed solely for the purpose of including the information required by Part III of Form 10-K that the Company did not include in the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K. We are filing this Form 10-K/A to include Part III information in our Form 10-K because we do not intend to file a definitive proxy statement for an annual meeting of shareholders containing such information within 120 days after the end of our fiscal year ending December 28, 2024.

In addition, in connection with the filing of this Form 10-K/A and pursuant to the rules of the SEC, we are including with this Form 10-K/A new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Item 15 of Part IV has also been amended to reflect the filing of these new certifications.

Except as described above, this Form 10-K/A does not modify or update the disclosures in, or any exhibits to, the Original Form 10-K. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect any events which occurred subsequent to the filing of the Original Form 10-K. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Form 10-K was filed.

Unless otherwise specified or indicated by the context, “Kellanova,” the “Company,” “we,” “us” and “our” refer to Kellanova, its divisions and subsidiaries.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers

Information regarding our executive officers is set forth under “Executive Officers” under Item 1 of the Original Form 10-K.

Directors

The following sets forth information concerning the directors serving on the Board of Directors (the "Board") of Kellanova.



			STEPHANIE BURNS, Ph.D. \| 70 Qualifications, Experience and Expertise Contributed to our Board •Executive leadership and corporate governance skills. As the former CEO of major chemical company Dow Corning, Dr. Burns brings to the Board broad expertise in global innovation, research and development, manufacturing and commercial management as well as science and technology leadership. The Board also benefits from Dr. Burns extensive boardroom experience as a director at technology- and innovation-driven companies like HP and Corning. •Deep scientific knowledge. Dr. Burns brings the perspectives of a leader in scientific innovation to the Board. She has deep technical skills rooted in her Ph.D. in organic chemistry and work as a researcher, experience as the CEO of Dow Corning, and service on several chemistry and technology councils and industry association boards. •Relevant ESG and risk management experience. As the Chair of the Audit Committee, she draws upon her experience in managing the impacts of manufacturing on the environment, understanding of the effective management and disclosure of ESG risks and opportunities, and informed perspectives on corporate sustainability practices to improve the Board’s oversight of ESG and to enable the Company to drive long-term, sustainable value for shareowners. •Audit Committee Financial Expert under SEC rules on account of her decades of financial management experience and service on public companies’ audit committees.
Former CEO of Dow Corning Corporation Director since February 2014 Committees Audit (Chair) Nominating and Governance Executive


			Business Experience •Chief Executive Officer (2004 – 2011), Chairman (2006 – 2011), President (2003 – 2010) and Executive Vice President (2000 – 2003), Dow Corning Corporation, a silicon-based manufacturing company •Director of Women’s Health, Dow Corning Corporation •Researcher (Organosilicon Chemistry), Dow Corning Corporation


			Other Boards US-Listed Companies •Independent Director (2015 – Present), HP Inc., a multinational information technology company •Independent Director (2012 – Present), Corning Incorporated, a materials science and technology company •Chairman (2006 – 2011) and Director (2001 – 2011), Dow Corning Corporation, a silicon-based manufacturing company •Independent Director (2007 – 2016), GlaxoSmithKline plc Other Leadership Service •Former Vice Chair, President’s Export Council •Former Honorary President, Society of Chemical Industry •Former Chair, American Chemistry Council •Former Director – Science & Technology, Women’s Health USA, Inc.


			Education •Ph.D., Organic Chemistry, Iowa State University •B.S. in Chemistry, Florida International University



			STEVE CAHILLANE \| 59 Qualifications, Experience and Expertise Contributed to Our Board and Company •Extensive leadership experience in consumer food and beverage industry. With over 20 years of executive experience in the consumer food and beverage industry, including at Kellanova, Nature’s Bounty and Coca-Cola, Steve brings significant operational leadership experience to the Board and Company. He orchestrated Kellogg Company’s split into Kellanova and WK Kellogg Co and is leading Kellanova’s strategic transformation into a highly differentiated, snacks-focused company with renewed innovation and stronger global brand presence. •Comprehensive consumer product expertise. As President and CEO of Nature’s Bounty and head of various operating groups at Coca-Cola, Steve has deep knowledge in branded consumer products, consumer dynamics and health and nutrition. Steve has extensive marketing and branding experience at consumer-focused companies burnishing classic brands and successfully expanding products into new markets. •Strong strategic track record. Steve has an impressive strategic planning record, particularly in fast-moving consumer goods and health and nutrition innovation, research and development. Steve has led the expansion of the Company’s product portfolio, including through strategic acquisitions and innovation, while emphasizing healthier food options and a product mix that evolves with shifting consumer preferences. Steve is leading the Company’s cultural transformation into a more agile and adaptable company that operates reliably for customers and suppliers alike.
Chairman of the Board, President and CEO of Kellanova Director since October 2017 Committees Executive (Chair)


			Business Experience •Chairman (2018 – Present) and President, Chief Executive Officer and Director (2017 - Present), Kellanova (formerly Kellogg Company), a global leader in snacking, cereal, noodles, and plant-based foods •Chief Executive Officer and President (2014 – 2017), Nature’s Bounty Co., a health and wellness company, and Alphabet Holding Company, its holding company •Executive Vice President, The Coca-Cola Company, a beverage Company •President (2013 – 2014), Coca-Cola Americas, the global beverage maker’s largest business •President (2007-2012), various operating groups of The Coca-Cola Company •Chief Marketing Officer (2001 – 2007), InBev SA, the world’s largest brewing company •Chief Executive Officer (2003 – 2005), Interbrew UK Holdings •Chief Executive Officer (2001 – 2003), Labatt USA LLC


			Other Boards US-Listed Companies •Independent Director (2023 – Present), Colgate-Palmolive Company, a multinational consumer products company Other Leadership Service •Member of Board of Trustees (2018 – Present), W.K. Kellogg Foundation Trust •Director (2018 – 2024), The Consumer Goods Forum Board of Directors


			Education •Bachelor of Arts in Political Science, Northwestern University •M.B.A., Harvard University



			CARTER CAST \| 61 Qualifications, Experience and Expertise Contributed to Our Board •Strategic leadership in consumer goods, retail and omnichannel sales. Carter steered Walmart’s online strategy and improved its e-commerce presence during Walmart.com’s crucial growth phase, causing it to become the third-highest volume online retailer. His experiences in e-commerce and digital marketing and sales inform the Company’s efforts to reach consumers through omnichannel and e-commerce initiatives. •Food manufacturing and product innovation experience. At PepsiCo, Carter managed Frito Lays’ $1.5 billion tortilla chip category and led marketing and product innovation efforts to develop Tostitos Scoops! and develop and launch the Tostitos salsas and dips product line. •Marketing and brand expertise. In addition to his work at PepsiCo, he helped launch successful and globally recognized products at Electronic Arts, including The Sims and titles in the EA Sports franchise. Carter then served as founding Chief Marketing Officer of Blue Nile, the leading seller of diamonds and jewelry online. •Investment insight and entrepreneurial mindset. As an operating partner for Pritzker Private Capital, he excels at assessing investment opportunities and catalyzing strategic partnerships and M&A transactions that drive growth, innovation and sustainable results. Drawing on his leadership experience at startups and work as a professor of entrepreneurship, he adds unique insights on innovation, emerging market trends, risk assessment and consumer behavior.
Operating Partner at Pritzker Group Venture Capital Director since June 2017 Committees Manufacturing Social Responsibility and Public Policy


			Business Experience •Operating Partner (2023 – Present), Pritzker Private Capital, an upper middle-market investment firm •Venture Partner (2012 – 2022), Pritzker Group Venture Capital •Michael S. and Mary Sue Shannon Clinical Professor of Entrepreneurship, Kellogg School of Management, Northwestern University (joined faculty in 2011; awarded endowed chair in 2019) •Chief Executive Officer (2007 – 2011), Hayneedle •President and Chief Executive Officer (2005 – 2007), Walmart.com •Senior Vice President, Vice President and Chief Marketing Officer (2000 – 2005), Walmart.com •Founding Chief Marketing Officer (1999 – 2000), Blue Nile, Inc. •Various marketing positions, Electronic Arts and PepsiCo / Frito-Lay (1986 – 1999)


			Other Boards US-Listed Companies - None Other Leadership Service •Board Members (2024 – Present), Heartland Company •Board Member (2021 – Present), Monogram Foods •Board Member (2020 – Present), PLZ Corp.


			Education •B.A. in Political Science, Stanford University (1985) •M.B.A. in Strategy, Marketing, Kellogg School of Management, Northwestern University (1992)



			ROD GILLUM \| 74 Qualifications, Experience and Expertise Contributed to Our Board •Crisis and risk management expertise. As a Principal at law firm Jackson Lewis, Rod’s practice concentrates on corporate strategies related to crisis management, labor relations and legal risk avoidance. He has decades of significant experience in thoughtfully anticipating and navigating a range of crises and risks, including those relating to product recalls, safety and health concerns, and supply chain disruptions. The Board benefits from Rod’s ability to build trust and consensus across constituencies and deliver creative solutions to complex problems. •Trusted expert in labor relations, regulation and government affairs matters. Rod has firsthand experience with planning and managing a large organization’s personnel, health care, benefit plans, labor relations and workers’ compensation legal matters. He provides the Board and management team with valuable insights on managing Kellanova’s workforce and employee relations. •In-depth experience implementing and running CSR initiatives. Rod previously held the role of Vice President of Corporate Responsibility at General Motors and Rod served as a co-leader at the Public Policy Center, where he develops and coordinates global policy positions on safety, trade and government relations.
Principal at Jackson Lewis P.C. Director since February 2019 Committees Manufacturing Social Responsibility and Public Policy


			Business Experience •Principal (2010 – Present), Jackson Lewis P.C., a labor and employment-focused law firm •Vice President, Corporate Responsibility (1997 – 2010), General Motors Company •Various legal and strategic planning roles, General Motors Company •Attorney, National Labor Relations Board


			Other Boards US-Listed Companies - None Other Leadership Service •Member of Board of Trustees (2006 – Present), The W.K. Kellogg Foundation •Board Chair (2012 – 2013) and Co-Trustee (2017 – 2019), W.K. Kellogg Foundation Trust •Vice Chairman, Invest Detroit •Director and Secretary, Detroit Economic Club •Vice Chairman, Emeritus, New Detroit •Director, National Memorial Project Foundation, Inc. •Director, Emeritus, Charles H. Wright Museum of African American History


			Education •B.A. in Pre-Law Social Science, Michigan State University •J.D., Northeastern University School of Law •M.S. in Management, Massachusetts Institute of Technology (MIT)



			ZACK GUND \| 54 Qualifications, Experience and Expertise Contributed to Our Board •Long-term investment approach across many industries. As a Founder and Managing Partner of private equity firm Coppermine Capital, LLC, Zack oversees investments in several portfolio companies spanning the food and beverage, healthcare services, business services and niche manufacturing industries. Coppermine Capital has several investments with a current holding period of over 10 years, demonstrating his commitment to driving growth and innovation over the long term and highlighting his deep understanding of investor expectations and creating value for shareowners. Zack and his family also have a significant interest in Kellanova’s shares, which furthers his alignment with shareowners and ensures that the Board understands investor expectations. •Deep experience with manufacturing. Zack has over two decades of experience investing in and advising manufacturing-related business, including companies in the food manufacturing space, on their strategy and operations. His experiences in the space equip him to serve as the chair of the Manufacturing Committee and monitor Kellanova’s efforts to ensure food quality and safety, employee safety and sound supply chain performance. •Financial and accounting acumen. From his investing activities and work as Managing Partner of Coppermine Capital, Zack has significant experience with financial analysis, accounting and valuation matters involving companies in a variety of industries, including retail companies.
Managing Partner of Coppermine Capital Director since December 2014 Committees Manufacturing (Chair) Compensation and Talent Management Nominating and Governance


			Business Experience •Managing Partner (2001 – Present), Coppermine Capital, LLC


			Other Boards US-Listed Companies •Independent Director (2023 – Present), WK Kellogg Co, a leading manufacturer, marketer and distributor of branded ready-to-eat cereal in the U.S., Canada, and Caribbean Other Leadership Service •Chairman, CC/CPG Holding Company •Chairman, Coppermine Bakery Holdings Inc. •Chairman, Autism Care Partners •Director, AccordCare, LLC •Director, Marvel Biome, LLC •Director, AssuranceSD, Inc. •Director, Little Leaf Farms •Director, Heat Recovery Innovations


			Education •B.A. in English from University of Vermont •M.B.A. in Business Administration, Kellogg School of Management, Northwestern University



			DON KNAUSS \| LEAD DIRECTOR \| 74 Qualifications, Experience and Expertise Contributed to Our Board •Extensive leadership experience in consumer goods industry. Don has served as CEO, executive chair, non-executive chair, and lead independent director at consumer- and customer-focused large public companies. The Board and management team benefit from his insights and judgment honed through over 40 years of service at consumer products businesses like Clorox, Coca-Cola, PepsiCo, and Procter & Gamble. As Kellanova’s Lead Independent Director, Don draws upon his significant public company board experience to establish a boardroom culture rooted in active engagement and a commitment to representing the interests of all shareholders. •Deep product strategy acumen and marketing expertise. As CEO of Clorox, he invested in improving existing product quality and revitalized brands including Brita to drive sales growth and expand margins. He helped revitalize Coca-Cola’s innovation pipeline across beverage categories after overseeing the integration of Minute Maid into Coca-Cola’s North America business and securing a deal with the Houston Astros to name their stadium Minute Maid Park. •Strong track record of unlocking value through sustainability and CSR initiatives. As CEO of Clorox, he led the acquisition of Burt’s Bees in 2007 to fuel the company’s focus on creating green and natural cleaning products and to drive supply chain sustainability. He brings an understanding of raw materials and their sourcing as well as innovation in sustainable packaging. •Audit Committee Financial Expert under SEC rules on account of his decades of financial management experience.
Former Chairman and CEO of The Clorox Company Director since December 2007 Committees Nominating and Governance (Chair) Audit Compensation and Talent Management Executive


			Business Experience •Chairman and Chief Executive Officer (2006 – 2014), The Clorox Company, a manufacturer and marketer of consumer and professional products •Executive Vice President (2004 – 2006), The Coca-Cola Company •President and Chief Operating Officer (2004 – 2006), Coca-Cola North America •President (2003 – 2004), Retail Division of Coca-Cola North America •President and Chief Executive Officer (2000 – 2003), The Minute Maid Company •Various marketing and sales positions, PepsiCo and Procter & Gamble •Officer (retired), United States Marine Corps


			Other Boards US-Listed Companies •Independent Director (2015 – Present), Target Corporation, a Fortune 500 company that operates a chain of discount department stores and hypermarkets •Independent Chairman (2022 – Present), McKesson Corporation, a Fortune 500 healthcare services provider that offers a range of pharmaceuticals, medical supplies, and healthcare services Other Leadership Service •Chair Emeritus, University of San Diego Board of Trustees •Member, Marine Corps University Foundation Board of Trustees


			Education •B.A. in History, Indiana University Bloomington


			MARY LASCHINGER \| 65 Qualifications, Experience and Expertise Contributed to Our Board •Strategic business leader with significant transactional experience. Mary served as Chief Executive Officer and chaired the Board of Directors of Veritiv Corporation (NYSE: VRTV) from July 2014 until her retirement in September 2020. Veritiv was a Fortune 500® company and a leading North American business-to-business distribution solutions company. As Chairman and CEO of Veritiv, she integrated the businesses and grew Veritiv into the largest packaging and distribution company in the U.S. by a significant margin. Mary oversaw Veritiv’s acquisition of All American Containers as part of a strategic focus on balancing operational execution with investment in higher growth and higher margin businesses. Previously, Mary served as Senior Vice President of International Paper from 2007 to July 2014, and as President of the xpedx distribution business from January 2010 to July 2014. Mary also served as President of the Europe, Middle East, Africa, and Russia business at International Paper from 2005 until 2010; Vice President and General Manager of International Paper’s Wood Products and Pulp businesses, as well as in other senior management roles in sales, marketing, manufacturing, and supply chain at International Paper. While at International Paper, Mary successfully oversaw a complex transaction where International Paper spun off its $4 billion xpedx distribution business and merged it with the next largest competitor Unisource to form Veritiv Corporation. Prior to joining International Paper in 1992, Mary held various positions in sales, marketing, and supply chain at James River Corporation, Kimberly-Clark Corporation, and Shopko Corporation (Department Store). •Extensive international and global supply chain experience. In her role as President of the EMEA and Russia business at International Paper, Mary negotiated a joint venture with Ilim Holding S.A., the leader of the Russian pulp and paper industry. The joint venture was the largest ever foreign-domestic alliance in the Russian forest sector at the time. Mary’s international work experience informs her insights on international manufacturing and the operational delivery of products and services globally. •People management expertise. Through her executive leadership and service on the boards of other large public companies, Mary has developed expert knowledge of leadership development as well as defining and implementing compensation, benefits, and related human resource matters. Mary brings those skills and perspectives to the Board in her role as the Chair of the Compensation and Talent Management Committee.
Former Chair of the Board and CEO of Veritiv Corporation Director since October 2012 Committees Compensation and Talent Management (Chair) Nominating and Governance Executive


			Business Experience •Chairman and Chief Executive Officer (2014 – 2020), Veritiv Corporation •President of xpedx Distribution Business (2010 – 2014), International Paper Company •Senior Vice President (2007 – 2014), International Paper Company •Various senior management roles in sales, marketing, manufacturing and supply chain (1992 – 2010), International Paper Company •Various positions in manufacturing, supply chain, and marketing, James River Corporation (now Georgia-Pacific) and Kimberly-Clark Corporation


			Other Boards US-Listed Companies •Independent Director (2022 – Present), Dollar Tree, Inc., a leading chain of discount variety stores •Chairman (2014 – 2020), Veritiv Corporation, a major provider of packaging, printing and facility solutions •Former Independent Director (2021 – 2024), Newmont Corporation, the world’s largest gold mining company Other Leadership Service •Executive Advisory Council Member (2024 – present), Apollo Global Management, a global investment firm that provides alternative asset management and retirement services •Former Board Member and Chair of Audit Committee (2017 – 2021), Federal Reserve Bank of Atlanta Board of Directors •Former Lead Director, Ilim Group


			Education •B.A. in Business Administration, University of Wisconsin–Eau Claire •M.B.A. in Business Administration, University of Connecticut School of Business



			ERICA MANN \| 66 Qualifications, Experience and Expertise Contributed to our Board •Health and nutrition leadership. Erica has over 30 years of experience at global healthcare and pharmaceuticals companies, including as an executive at Bayer AG, Pfizer and Wyeth and director at DSM-Firmenich and Perrigo. At Bayer, she championed the launch of innovative over-the-counter (OTC) healthcare products, thereby providing safe, trusted and convenient self care solutions to consumers across the globe. At Pfizer and Wyeth, her leadership facilitated the introduction of groundbreaking therapies, vaccines and infant nutritionals into many global markets. •Deep operational knowledge and strategic experience. As President of Consumer Health at Bayer and President and General Manager of Nutritional Health at Pfizer (and Wyeth until its merger with Pfizer), she worked in highly regulated, complex, multi-channel and multi-product environments across four continents involving numerous emerging markets. Erica adds to the Board significant experience with executing and integrating large-scale and small-scale M&A. •Financial acumen and risk management. The Board benefits from her financial acumen and risk management expertise honed from several decades of service in the health and nutrition space, including more than 25 years of active P&L management at major healthcare products companies. During her career as an executive and director, Erica has demonstrated adept risk assessment and mitigation strategies to ensure that companies were able to address regulatory challenges and market uncertainties while maintaining operational resilience and a commitment to ethical practices.
Former President Consumer Health of Bayer Healthcare LLC Director since February 2019 Committees Audit Social Responsibility and Public Policy


			Business Experience •Member of the Board of Management (2016 – 2018) and Global President and CEO of Consumer Health (2011 – 2018), Bayer AG •President and General Manager of Nutritional Health Division (2009-2011), Pfizer Inc. •Senior Vice President of Nutrition and Managing Director ANZ (2003 – 2009), Wyeth •Chief Executive Officer (1987-2002), Wyeth South Africa (Pty) Ltd •Various positions of increasing responsibility, Eli Lilly & Company, Johnson & Johnson and Lederle Laboratories


			Other Boards US-Listed Companies •Independent Director (2025 – present), Kenvue Inc., a consumer health company with a portfolio of iconic brands (member of the Nominating, Governance & Sustainability Committee) •Independent Director (2019 – 2024), Perrigo Company PLC, a leading provider of consumer self-care products and over-the-counter health and wellness solutions (member of the Talent & Compensation Committee and Mergers & Acquisitions Committee) Other Leadership Service •Independent Director (2019 – Present), DSM-Firmenich AG and former Supervisory Board Member of Koninklijkend DSM N.V. (DSM) until its merger with Firmenich in 2023, an innovative, nutrition, health and beauty company (member of Sustainability Committee & Governance & Nomination Committee) •Independent Director (2021 – 2023) Blackmores LTD, a leading Australian natural health company (member of People & Remuneration Committee and Risk & Technology Committee) •Member of Board of Management (2016 – 2018), Bayer AG and Bayer AG Consumer Health and former CEO Bayer Consumer Health (2011-2018) •Former Chair, World Self Medication Industry Association •Former Non-Executive Director, SOHO Flordis International


			Education •National Diploma in Analytical Chemistry, Tschwane University of Technology



			MIKE SCHLOTMAN \| 67 Qualifications, Experience and Expertise Contributed to Our Board •Successful financial leader and steward. Mike served as the CFO of Kroger, overseeing the success of a Fortune 20 company and one of the world’s largest grocery retailers that consistently recorded over $110 billion in sales during his tenure. During his tenure, he implemented cost-saving initiatives and optimized operational efficiency while maintaining quality, which drove increased profitability and competitive positioning for Kroger during a period of significant growth. •Strong track record of industry foresight and commitment to digital innovation. As Kroger’s CFO, he was a chief architect of its three-year Restock strategy, shifting Kroger’s focus to cost savings, digital growth, and alternative profit streams through analytics, which quadrupled digital sales and achieved over $1 billion in annual cost savings. Under his leadership, Kroger acquired a stake in British online supermarket Ocado and meal kit company Home Chef and entered into various partnership with industry giants like Alibaba and Walgreens. The Board and management team benefit from his insights and judgment on strategy, M&A and portfolio optimization. •Financial accounting acumen and regulatory and risk management insights. Mike adds to the Board and Audit Committee extensive experience overseeing financial reporting and risk mitigation efforts for a large major food and retail business. He helped Kroger shape its strategies to adhere to evolving regulation, improve operational resilience and mitigate exposure to market fluctuations, currency risks and interest rate exposure.
Former EVP and CFO of Kroger Director since October 2020 Committees Audit Social Responsibility and Public Policy


			Business Experience •EVP and Chief Financial Officer (2015 – 2019), The Kroger Company, a leading grocery retailer •SVP and Chief Financial Officer (2003 – 2015), The Kroger Company •Group Vice President and Chief Financial Officer (2000 – 2003), The Kroger Company •Vice President and Corporate Controller (1995 – 2000), The Kroger Company •Various positions in corporate accounting, The Kroger Company


			Other Boards US-Listed Companies - None Other Leadership Service •Chairperson (2023 – Present), Wendal •Board Member (2008 – 2023), Ohio National Financial Services •Chairman of the Board (2022 – 2023) and Board Member (2019 – 2021), Connectic Ventures •Chair of the Board (2016 – 2021) and Board Member (2013 – 2023), CVG Airport •Member, CNBC Global CFO Council


			Education •B.S. in Accounting, University of Kentucky



			LA JUNE MONTGOMERY TABRON \| 62 Qualifications, Experience and Expertise Contributed to Our Board •Extensive organizational experience and crisis management. La June is an accomplished leader, thinker and problem solver who has a track record of coordinating efforts on major projects and charitable causes across constituencies. As President and CEO of the W.K. Kellogg Foundation, one of the largest philanthropic organizations globally, she has led the integration of WKKF’s leadership committees to ensure unified execution of the organization’s mission and strategic framework across all programmatic and priority place areas. Her decisive leadership and demonstrated understanding of complex issues make her a highly additive member of the Board. •Impactful health, nutrition and civic advocate. As a leader at the W.K. Kellogg Foundation, La June has steered the planning and funding of initiatives focused on advancing health, nutrition, and racial equity. She has broad experience overseeing programs addressing childhood obesity and advocating for improved access to healthy, affordable, local food in lower resource communities. La June’s insights into health equity and community impact inform the Board’s strategic oversight and efforts to align Kellanova’s offerings with evolving consumer preferences for healthier snacks while fulfilling the Company’s social responsibility goals. •Strategic planning input. As a trustee of the Company’s largest shareholder, the W.K. Kellogg Foundation, La June seeks to foster synergies between the Foundation's mission and the Company's strategic direction and ensure strong alignment with shareholders’ interests.
President and CEO of the W.K. Kellogg Foundation Director since February 2014 Committees Social Responsibility and Public Policy (Chair) Manufacturing Executive


			Business Experience •President and CEO (2021 – Present), The W.K. Kellogg Foundation •EVP of Operations, Treasurer, and various other roles, The W.K. Kellogg Foundation •Auditor, Plante & Moran CPAs


			Other Boards US-Listed Companies - None Other Leadership Service •Member of Board of Trustees (2014 – Present), The W.K. Kellogg Foundation •Trustee (2014 – Present), W.K. Kellogg Foundation Trust •Member of Board, Detroit Regional Partnership Board •Member, W.E. Upjohn Institute for Employment Research •Member of TIAA Board of Trustees (member of Audit, Social Responsibility and Nominating and Governance Committees) •Member, various boards of Battle Creek Community Health Partners •Member of Board, Bronson Healthcare Group (Chair of Audit Committee) •Member of Board, Southern Communities Initiatives


			Education •B.A. in Business Administration, University of Michigan – Ann Arbor •M.B.A., Kellogg Graduate School of Management, Northwestern University



Former CEO - Health Care of The Proctor & Gamble Company Director since December 2015 Committees Compensation and Talent Management Manufacturing Nominating and Governance			CAROLYN TASTAD \| 63 Qualifications, Experience and Expertise Contributed to Our Board •Impactful consumer products leader. Carolyn worked across Procter & Gamble’s full portfolio of brands during her nearly 40-year career there and most recently served as CEO of its global Health Care business, overseeing a portfolio of well-known and trusted brands like Crest, Oral-B, Vicks, Metamucil, Pepto-Bismol, and Neurobion. Before that, she led P&G’s largest market, North America, leading the business and transformation of its operating model to drive superior innovation and reinforce the brand equity of its products. Under her leadership, the business delivered strong results, representing over almost half of P&G’s total revenues and a majority of its profit. •Proven track record overseeing international operations. At P&G, she led national, multinational and global businesses while living in Canada, the U.S. and Switzerland. During her tenure, she oversaw strategic initiatives to integrate transactions, cultivate international partnerships, devise market-entry strategies, and tailor products to local retail landscapes, which amplified P&G’s foothold and resonance in international markets and drove substantial growth. •Deep commitment to people management. She provides our Board and management with an added understanding of how to effectively lead a large workforce while positively transforming organizational capabilities and culture. Carolyn served as executive sponsor of P&G’s Gender Equality citizenship effort and led P&G’s Corporate Women’s Leadership Team, and she remains focused on bolstering gender and cultural equality in the workplace. Her leadership skills were recognized through her selection as one of Fortune’s Most Powerful Women in 2015–2018.
Former CEO - Health Care of The Proctor & Gamble Company Director since December 2015 Committees Compensation and Talent Management Manufacturing Nominating and Governance


			Business Experience •CEO, Health Care (2021 – 2022), The Procter & Gamble Company, a leading consumer goods company •Group President, North America (2015 – 2021), The Procter & Gamble Company •Global Officer, Customer Business Development (2014 – 2015), The Procter & Gamble Company •Various other roles (1983 – 2014), The Procter & Gamble Company


			Other Boards US-Listed Companies - None Other Leadership Service •Chair of the Board of Trustees (2019 – 2022), 3CDC •Vice-Chair (2015 – 2021), Consumer Brands Association •Board Member (2014 – 2019), Cincinnati Museum Center


			Education •B.A. in Commerce, University of Saskatchewan

Code of Ethics

We have adopted a Global Code of Ethics which applies to our chief executive officer, chief financial officer, corporate controller and all our other employees, and which can be found at investor.kellanova.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K with respect to any amendments or waivers to the Global Code of Ethics applicable to our chief executive officer, chief financial officer or corporate controller on our website at investor.kellanova.com.

Audit Committee

We have a separately-designated standing Audit Committee of the Board of Directors. All of the members of the Audit Committee meet the independence requirements of the New York Stock Exchange ("NYSE") and the Securities and Exchange Commission ("SEC"). The Audit Committee is currently composed of four members: Dr. Burns, Mr. Knauss, Ms. Mann and Mr. Schlotman, with Dr. Burns acting as Chair.

Each member who served on the Audit Committee during 2024 is financially literate and met the independence requirements of the NYSE, the Securities Exchange Act of 1934, as amended (“Exchange Act”), and our Corporate Governance Guidelines. Dr. Burns, the Chair of the Committee, and Mr. Knauss have each been determined by the Board to be an "audit committee financial expert," as that term is defined in Item 407(d)(5) of Regulation S-K.

Insider Trading Policy

The Company maintains securities trading policies and procedures (the “insider trading policy”) to prevent the misuse of confidential information about the Company as well as other companies about which our employees may acquire inside information, and to promote compliance with the securities laws. Among other things, the insider trading policy prohibits trading on material non-public information and prohibits Directors, executive officers and certain other employees from buying or selling Kellanova securities during the Company’s non-trading periods, also called “blackout periods.” Additionally, our insider trading policy prohibits our Directors, executives and other employees from engaging in any transaction in which they may profit from short-term speculative swings in the value of our securities. This includes “short sales” (selling borrowed securities which the seller hopes can be purchased at a lower price in the future) or “short sales against the box” (selling owned, but not delivered securities), “put” and “call” options (publicly available rights to sell or buy securities within a certain period of time at a specified price or the like) and hedging transactions, such as zero-cost collars and forward sale contracts. Our named executive officers and other officers may not pledge shares or enter into any risk hedging arrangements with respect to Kellanova stock. Named executive officers may not hold Kellanova stock in a margin account or pledge Kellanova stock as collateral for a loan. We believe the insider trading policy is designed to promote compliance with relevant SEC regulations and applicable NYSE listing standards, including insider trading rules.

A copy of our insider trading policy was filed as Exhibit 19.1 to our Original Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

Compensation and Talent Management Committee Report

As detailed in its charter, the Compensation and Talent Management ("C&T") Committee oversees our compensation program on behalf of the Board. In the performance of its oversight function, the C&T Committee, among other things, reviewed and discussed with management the Compensation Discussion and Analysis set forth below. Based upon these reviews and discussions, the C&T Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Form 10-K/A.

COMPENSATION AND TALENT MANAGEMENT COMMITTEE

Mary Laschinger, Chair

Zack Gund

Don Knauss

Mike Schlotman

Carolyn Tastad

This executive summary highlights core principles of our executive compensation program and the approach followed by the C&T Committee (our "Core Principles").

Core Principles

During fiscal year 2024, our Core Principles relating to executive compensation remained consistent with years past. We continue to operate in a robust and challenging industry, where competitive compensation is central to business performance. We believe that our executive compensation program for our NEOs (as defined in "Compensation Discussion and Analysis" (or "CD&A") beginning on page 19) should be designed to:

•provide a competitive level of total compensation necessary to attract and retain key talent to help deliver successful business performance;

•appropriately motivate our NEOs to contribute to our near-and long-term success; and

•help drive long-term total return for our Shareowners.

Accordingly, the Core Principles that underpin our executive compensation program include Pay for Performance, Shareowner Alignment, Values-Based and Risk Mitigation. A detailed description of these principles is included in the CD&A, and the following is a brief overview of each.



Pay for Performance			Our compensation program is designed to have a significant portion of an NEO’s compensation linked to Kellanova’s actual performance. We accomplish this by utilizing “performance-based” pay programs like our annual incentive plan and Performance Stock Unit Plan, and by limiting perquisites.


Shareowner Alignment			We align the interest of our NEOs with Shareowners by encouraging our NEOs to have a meaningful personal financial stake in Kellanova. We gain this alignment by maintaining stock ownership guidelines, having stock-based programs represent a significant portion of an NEO’s target compensation and using compensation plan goals that are tied to key financial metrics of Kellanova. In addition, our C&T Committee uses additional verification tools such as "total shareowner return" to verify our pay for performance connection.


Values-Based			Our NEOs are evaluated on the behaviors they exhibit as they drive results. The compensation program links the “what” each NEO contributes as well as “how” an NEO makes those contributions.


Risk Mitigation			Our compensation program is designed to mitigate risks relating to our business. The program accomplishes this by balancing short-term and rolling three-year incentives, which uses various financial metrics to ensure the business grows in a balanced, sustainable manner. In addition, we have a clawback policy applicable to our executive officers, including our NEOs, and use clawback provisions to mitigate risk by creating appropriate remedies under certain circumstances.

Compensation Approach

Our compensation approach is based on (a) driving independent decision-making, (b) utilizing Compensation Peer Group data to appropriately benchmark compensation, (c) following a consistent, rigorous compensation target setting process, and (d) using verification tools to ensure appropriate decisions are being made.

2024 Performance/Payouts

The fundamental principle underlying our compensation programs is pay for performance. The following briefly highlights certain pay elements aligned with the Company’s performance in 2024:

Annual Incentive Plan (“AIP”) Payouts (Pay for Performance)

•Our NEOs participated in our Corporate AIP, our annual performance-based cash incentive plan, during 2024.

•For 2024, the financial performance against the performance goals for Corporate AIP were AIP Operating Profit of $1.96 billion against a target of $1.88 billion, AIP Net Sales of $13.81 billion against a target of $13.43 billion, and AIP Free Cash Flow of $1.13 billion against a target of $1.05 billion. AIP Operating Profit, AIP Net Sales and AIP Free Cash Flow are defined on page 25.

•The associated AIP payout factor, including the non-financial metrics described below, for Mr. Cahillane, Mr. Banati, Mr. Amaya, Mr. Lawlor, and Mr. Kapoor was 117% of target, before consideration for individual performance.

For more information about the Corporate AIP, the performance targets, and actual payouts for each NEO, including individual performance adjustments, see “Annual Incentives” beginning on page 25.

PSU Payouts (Pay for Performance)

•Our NEOs participated in our PSU Plan, a stock-based, pay for performance, three-year incentive plan, pursuant to which performance stock units that are subject to time-based and performance-based vesting (“PSUs”) may be granted.

•PSUs granted in 2022 originally contemplated a three-year performance period covering 2022-2024. As of the date of the spin-off of WK Kellogg Co on October 2, 2023 (the “Spin-Off”), the C&T Committee determined to conclude the measurement period and convert the PSU awards to time-based restricted stock units (“RSUs”), which vest based on the holder's continued service. The Company delivered PSU Net Sales growth of 10.2%, which is significantly above the 2.3% to 3.6% target range, and the Company’s PSU Free Cash Flow performance during the period was $2.0 billion, which is in the $1.75 billion to $2.05 billion target range. PSU Net Sales and PSU Free Cash Flow are defined on page 20.

•Under the PSU Plan, this performance results in a payout of up to 160% of the share target amount. After consideration, the C&T Committee utilized its discretion to determine that our NEOs should receive a payout of 140% of share target amount.

For more information about the PSU awards, the performance targets (including certain adjustments to the performance targets), and actual payouts for each NEO, see “Long-Term Incentives” beginning on page 28.

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis (“CD&A”) is to provide information about the material elements of compensation that are paid, awarded to, or earned by, our “named executive officers” (or “NEOs”), which consist of our CEO, CFO, and our three next highest paid executive officers.

Our NEOs for fiscal year 2024 were:

•Steve Cahillane, Chairman, President and Chief Executive Officer;

•Amit Banati, Vice Chairman and Chief Financial Officer;

•Nicolas Amaya, Senior Vice President & President, Kellanova North America(1);

•David Lawlor, Senior Vice President & President, Kellanova Europe; and

•Shumit Kapoor, Senior Vice President & President, Kellanova AMEA

(1) Mr. Amaya was appointed to the role of Senior Vice President & President, Kellanova North America effective as of February 1, 2024.

In order to present Kellanova’s executive compensation program in a simple and understandable manner, the CD&A has been organized into the following sections:

A.Key Decisions Summary – an overview of compensation decisions and program updates.

B.Core Principles – the fundamental tenets upon which our compensation program is built, such as “pay for performance.”

C.Compensation Approach – the process used to develop plan design, set compensation, and verify that actual pay is consistent with our Core Principles.

D.Compensation Plans and Design – the specific elements of the compensation program and 2024 pay.

E.Compensation Policies – key policies that govern the operation of the plans.

It is important to read this section in conjunction with the detailed tables and narrative descriptions under “Executive Compensation” beginning on page 32.

A. Key Decisions Summary / Core Principles / Approach / Plans and Design / Policies

2024 Company Updates

The C&T Committee regularly reviews the design and effectiveness of the Company’s executive compensation program. This includes engaging with a variety of stakeholders to gain feedback and input on the Company's executive compensation programs, including the Company’s discussions with Shareowners and on-going reviews with the Company’s independent compensation consultant.

For PSU award payouts approved in 2024 and going forward, the C&T Committee aligned on applying a discretionary total shareholder return (“TSR”) framework as a modifier in order to support our pay for performance connection to better align with Shareowner interests, as further described in the section titled “Performance Stock Unit Plan” beginning on page 28.

Merger-Related Actions

On August 13, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Acquiror 10VB8, LLC (“Acquiror”), a wholly owned subsidiary of Mars, Incorporated (“Mars”), pursuant to which (and subject to the terms and conditions in the Merger Agreement) a wholly owned subsidiary of Acquiror will merge with and into Kellanova, with Kellanova surviving as a wholly owned subsidiary of Acquiror (the “Merger”). Pursuant to the terms of the Merger Agreement with Mars, new annual equity grants to employees, including our NEOs, must be made in the form of RSU awards. Accordingly, PSU awards will not be granted in 2025.

Additionally, pursuant to the terms of the Merger Agreement, participation in the Employee Stock Purchase Plan was frozen after the third quarter 2024 purchase period.

Further, in order to mitigate the possible impact of Sections 280G and 4999 of the U.S. Internal Revenue Code (“the Code”) on the Company and our NEOs, in connection with the Merger:

•The Company established the "Kellanova Excise Tax Gross-Up Plan," to be effective as of the closing date of the Merger, the purpose of which is to help mitigate the impact of the excise tax imposed by Sections 280G and 4999 of the Code on certain affected employees with respect to certain compensation and benefits paid or provided in connection with the Merger. NEOs who are U.S. taxpayers will participate in the Kellanova Excise Tax Gross-Up Plan. For further information regarding this plan, see the section titled "Gross-Up Plan" on page 31.

•As part of the Company's actions to mitigate the possible impact of Sections 280G and 4999 of the Code, a portion of Mr. Banati's annual AIP award in respect of fiscal year 2024 was accelerated and paid out on December 20, 2024. Such AIP award remained subject to the same terms and conditions that applied in respect of the 2024 AIP and certain repayment obligations. For further information regarding this award, see the section titled "2024 AIP Payouts " on page 26.

2024 AIP Payouts (Pay for Performance)

2024 Corporate AIP Payout Factor of 117% of target

Our NEOs participated in our Corporate AIP during fiscal year 2024. The associated AIP payout factor for Mr. Cahillane, Mr. Banati, Mr. Amaya, Mr. Lawlor, and Mr. Kapoor was 117% of target, before consideration for individual performance.

The 2024 Corporate AIP targets were established at the beginning of fiscal year 2024. For fiscal year 2024, the financial performance against the performance goals for Corporate were operating profit of $1.96 billion against a target of $1.88 billion, net sales of $13.81 billion against a target of $13.43 billion, and free cash flow of $1.13 billion against a target of $1.05 billion.

For more information about the AIP, the performance targets, and actual payouts for each NEO, including individual performance adjustments, see “Annual Incentives” beginning on page 25.

2022-2024 Performance Share Unit Plan Payouts (Pay for Performance)

2022-2024 PSU Payout 140% of target

The Company utilized its three-year stock unit plan, referred to as the "Performance Stock Unit Plan" ("PSU Plan"). The PSU Plan is a stock-based, pay for performance, three-year incentive plan. The actual percent of the PSU Plan target paid to our NEOs each year can range from 0% to 200% of the target opportunity based on the level of achievement of the applicable performance-vesting goals.

PSUs granted in 2022 originally contemplated a three-year performance period covering 2022-2024. Further, the goals for the 2022-2024 PSU Plan were established at the beginning of fiscal year 2022 and were tied to organic net sales growth ("PSU Net Sales") and aggregate operating free cash flow ("PSU Free Cash Flow") during the three-year performance period, and did not reflect the Spin-Off. The terms of the 2022-2024 PSU Plan provide for the equitable adjustment of the performance goals based on extraordinary events (which includes a spin-off).

The Spin-Off was completed on October 2, 2023 and adjustments were made to the performance goals of the 2022-2024 PSU awards to equitably adjust for the impact of the Spin-Off. During the 2022-2024 performance period (which concluded on the date of the Spin-Off), the Company delivered PSU Net Sales of 10.2%, which is significantly above the 2.3% to 3.6% target range and the Company’s PSU Free Cash Flow performance was $2.0 billion, which is in the adjusted $1.75 billion to $2.05 billion target range. In addition, the C&T Committee determined to convert the PSU awards to RSUs, which vest based on the holder's continued service.

Under the PSU Plan, this performance results in a payout of up to 160% of the share target amount. After consideration, the Committee utilized its discretion to determine that our NEOs should receive a payout of 140% of share target amount. The Committee determined this as the appropriate payout for the Company’s performance during this period after considering the financial performance as well as (i) market share; (ii) Return on Invested Capital over such performance period; and (iii) Total Shareholder Return relative to our peers over the performance period.

The performance-vesting goals for the PSU Plan and further information regarding the PSU Plan are detailed below in the section titled “Long-Term Incentives” beginning on page 28.

Amendment: SEC Form 10-K/A filed by Kellanova