Kellogg (K) 8-KEntry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 16, 2024

Kellanova

(Exact name of registrant as specified in its charter)

412 N. Wells Street

Chicago, Illinois 60654

(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):

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

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. ☐

On May 16, 2024, Kellanova (the “Company”) closed the offering of $300,000,000 of 5.750% Senior Notes due 2054 (the “USD Notes”) and the offering of €300,000,000 of 3.750% Senior Notes due 2034 (the “EUR Notes” and, together with the USD Notes, the “Notes”). The Notes were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-279131) filed with the Securities and Exchange Commission (the “Commission”) on May 6, 2024 (the “Registration Statement”).

On May 7, 2024, the Company filed with the Commission a Prospectus Supplement, dated May 6, 2024 (the “USD Prospectus Supplement”) in connection with the public offering of the USD Notes. On May 8, 2024, the Company filed with the Commission a Prospectus Supplement, dated May 7, 2024 (together with the USD Prospectus Supplement, the “Prospectus Supplements”) in connection with the public offering of the EUR Notes.

The USD Notes were issued on May 16, 2024 under an indenture, dated as of May 6, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”), as supplemented by an Officer’s Certificate, dated May 16, 2024 (the “USD Officer’s Certificate”). The EUR Notes were issued on May 16, 2024 under the Indenture, as supplemented by an Officer’s Certificate, dated May 16, 2024 (together with the USD Officer’s Certificate, the “Officer’s Certificates”).

For a complete description of the terms and conditions of the Notes and the Officer’s Certificates, please refer to the Prospectus Supplements and the copies of the Officer’s Certificates which are filed with this Form 8-K and incorporated herein by reference.

The information set forth under Item 1.01 is incorporated herein by reference.

Exhibits 5.1 and 23.1 are filed herewith in connection with the registration of the Notes by the Company pursuant to the Registration Statement.

(d) Exhibits.

Exhibits 5.1 and 23.1 are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Form 8-K.

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.