Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): February 16, 2024

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, 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:
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
1.000% Senior Notes due 2024		K 24	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

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.	☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 16, 2024, the Board of Directors (the "Board") of Kellanova (the “Company”) made compensation determinations with respect to the Company’s named executive officers, and the Compensation and Talent Management Committee of the Board adopted the 2024-2026 Performance Stock Unit Plan, each as set forth below.

2024-2026 Performance Stock Unit Plan. The Compensation and Talent Management Committee of the Board approved the 2024-2026 Performance Stock Unit Plan (“2024-2026 PSU”) under which certain employees would be eligible to receive a portion of their long-term incentives in the form of performance share units based on the achievement of organic net sales growth and aggregate free cash flow. Awards are paid in shares at the end of the performance period, except for amounts withheld by the Company for statutory withholding requirements. In addition, the independent members of the Board granted 2024-2026 PSU target awards of 128,450 shares for Steve Cahillane; 38,940 shares for Amit Banati; and 21,100 shares for David Lawlor. Participants in the 2024-2026 PSU have the opportunity to earn between 0% and 200% of their PSU target. Dividend equivalents accrue and vest in accordance with the underlying PSU award. A copy of the 2024-2026 PSU is attached as Exhibit 10.1 and is incorporated in its entirety into this Item.

RSU Grants. The independent members of the Board approved the following grants of restricted stock units (“RSUs”) to named executive officers of the Company: 42,820 RSUs for Mr. Cahillane; 12,980 RSUs for Mr. Banati; and 7,040 RSUs for Mr. Lawlor. Awards are paid in shares when vesting requirements are met, except for amounts withheld by the Company for statutory withholding requirements. Dividend equivalents accrue and vest in accordance with the underlying RSU award. Under the terms of the grants, the RSUs vest on the third anniversary of the grant date. A copy of the form of RSU terms and conditions for the grants is attached as Exhibit 10.2 and is incorporated in its entirety into this Item.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1 2024-2026 Performance Stock Unit Plan

Exhibit 10.2 Form of Restricted Stock Unit Terms and Conditions

Exhibit 104 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

Date: February 22, 2024	/s/ John Min
	Name:	John Min
	Title:	Chief Legal Officer

Exhibit 10.1

Kellanova

Long Term Incentive Plan

PERFORMANCE STOCK UNIT TERMS AND CONDITIONS

2024-2026

Kellanova is offering to grant you a Performance Stock Unit award under the Kellanova 2022

Long Term Incentive Plan. There are a number of terms and conditions associated with this award, including non-competition, non-solicitation, non-disparagement and confidentiality obligations, which are set forth in this terms and conditions document. You may accept or reject this award and these terms and conditions by following the process provided Kellanova. If you do not accept or reject this award and its terms and conditions by the end of the acceptance window established by Kellanova, you will be deemed to have accepted this award and these terms and conditions.

You should review these terms and conditions carefully and are encouraged to consult an attorney before agreeing to any of these provisions, including but not limited to the non-competition, non-solicitation, non-disparagement and confidentiality obligations.

1.Awards: Performance Stock Unit (“PSU”) awards are typically granted to participants upon the approval of the Compensation and Talent Management Committee of the Board of Directors of Kellanova (the “Committee”). The Performance Stock Units will be earned on the Vesting Date (as defined below) as determined by the Board of Directors of Kellanova (the “Board”), with any unearned Performance Stock Units being forfeited without notice on the Vesting Date. The performance measures are Organic Net Sales Growth and Aggregate Free Cash Flow over a three-year period as described in the Long-Term Incentive Plan Guide effective for awards made in 2024.

This PSU award will be void and will have no force and effect if the participant is terminated, resigned, retired, on long-term disability, on a severance leave of absence or otherwise not an active employee on the date of grant. Notwithstanding the preceding sentence, an employee who initially becomes eligible for this 2024-2026 PSU after the grant date and during the first year of the Performance Period may receive a prorated PSU award for the Performance Period upon vesting. In such cases the factor for proration will be the same as the factor used for proration for a participant for whom death, Disability or Retirement occurs during the Performance Period. Employees who receive and accept a PSU award are participants in the Kellanova 2022 Long-Term Incentive Plan (the “Plan”).

2.Grant Date: February 16, 2024

Exhibit 10.1

3.Performance Period: The Company’s 2024-2026 fiscal years.

4.Vesting: Performance Stock Units are earned and vest on the Board meeting that occurs closest to the third anniversary of the grant date, which Board meeting shall occur in the same calendar year as the third anniversary of the grant date, provided the recipient remains continuously employed from the grant through such date (the “Vesting Date”), except as otherwise provided in this Section 4 and Section 5.

(a) Upon the termination of the participant’s employment due to the participant’s death, Disability or Retirement prior to the Vesting Date, the Performance Stock Units will continue to remain eligible to vest in accordance with their terms and the participant will be eligible for a prorated award upon vesting; provided, however, that in the event a participant’s employment terminates due to Retirement, to the extent necessary to comply with the terms of the Plan, the participant shall have been actively employed for a minimum of one year following the Grant Date and prior to the date of Retirement. In such cases, the factor for proration will be calculated by dividing the number of days the participant actively provided services to the Company (including weekends, holidays, and vacation, but not including time on severance) during the Performance Period by the total number of days in the Performance Period. For example, if a participant is actively employed during the entire year of the first fiscal year of the Performance Period but retires on the first day of the second fiscal year of the Performance Period, the pro-ration factor will be 33% calculated by dividing days actively employed (365) by the total number of days in the Performance Period (1,099).

Retirement under the Plan is the same as the participant’s defined benefit pension-based eligibility criteria for an early retirement benefit for those that receive a defined benefit pension from Kellanova or any of its subsidiaries (the “Company”). If the participant does not have a defined benefit pension from the Company, Retirement means the participant terminates employment with the Company on or after the participant has attained age 55 with at least five years of service with the Company and the participant’s combined age and years of service equal at least 65. For example, a participant who has attained age 55 and 7 months and who has 9 years and 8 months of service will have a combined age and service over 65.

(b) In the event of the termination of the participant’s employment by the Company without “Cause” (as defined in the Kellanova Severance Benefit Plan or any applicable severance plan or policy adopted by the Company and in effect on the date the participant’s active employment with the Company ends) at any time during the 12 months prior to the Vesting Date, the PSUs subject to this Award (and the PSUs subject to any Award granted and unvested as of the date hereof, to the extent such termination of employment occurred during the 12 months prior to the Vesting Date with respect to such PSU award) will become immediately partially vested, with vesting pro-rated based on the number of days the participant was actively employed during the vesting period, which does not include time on severance; provided, however, that if the Chief Legal Officer determines that the participant breached any provision in any severance

Exhibit 10.1

agreement between the participant and the Company, the PSUs will be immediately forfeited as of such determination. For the avoidance of doubt, in the event of a termination of employment without Cause at any time, the participant will forfeit any unvested PSUs that are not pro-rated as described in this Section 4(b) as of such date of termination.

5.Change in Control: Notwithstanding the above, in the event of a Change in Control before the end of the Performance Period, all Performance Stock Units subject to this award will fully vest immediately as of the Change in Control, will be considered fully earned and will be payable in full, with all applicable Performance Goals deemed achieved at the greater of (A) the applicable target level and (B) the level of achievement of the Performance Goals for the Award as determined by the Committee no later than the date of the Change in Control, taking into account performance through the latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable Performance Period), as promptly as practicable following the Change in Control if the awards have not been assumed or replaced by a Substitute Award, as defined below.

An award will qualify as a Substitute Award (“Substitute Award”) if it is assumed by a successor corporation, affiliate thereof, person or other entity, or replaced with awards that, solely in the discretionary judgment of the Committee, preserves the existing value of the outstanding Performance Stock Units at the time of the Change in Control and provide vesting, payout terms, performance goals and performance period, as applicable, that are at least as favorable to participants as vesting, payout terms, performance goals and performance period applicable to the Performance Stock Units (including the terms and conditions that would apply in the event of a subsequent Change in Control).

If and to the extent that Performance Stock Units are assumed by the successor corporation (or affiliate, person or other entity thereto) or are replaced with Substitute Awards, then all such Substitute Awards shall remain outstanding and be governed by their respective terms and the provisions of the applicable plan.

If the Performance Stock Units are assumed or replaced with a Substitute Award and the participant’s employment with the Company is thereafter terminated (i) by the Company or successor, as the case may be, for any reason other than Cause; or (ii) the participant is eligible to participate in the Kellanova Change in Control Severance Policy for Key Executives, or any other severance plan or policy adopted by the Company and in effect as of the date of the Change in Control, for Good Reason (as and to the extent defined in such plan or policy), in each case, within the two-year period commencing on the date of the Change in Control, then all Substitute Awards held by the participant will fully vest immediately as of the date of the participant’s termination and will be considered fully earned and will be payable at target promptly as practicable following the termination of employment.

6.Non-Solicitation: As a condition for receipt of this PSU award, and in consideration of the compensation and benefits provided pursuant to this PSU award, the sufficiency of which is hereby acknowledged, acceptance of this PSU award is agreement by the participant that during the participant’s active employment and thereafter for a period of 18 months, the participant shall not, without the prior written consent of the Chief Legal

Exhibit 10.1

Officer, directly or indirectly employ, solicit the employment of (whether as an employee officer, director, agent, consultant or independent contractor), or otherwise encourage to leave the Company, any person who is, or at any time during the previous year was, an officer, director, representative, agent or employee of the Company. Nothing in this agreement PSU Grant Terms and Conditions page 4 will prohibit the hiring of any person who is, or at any time during the previous year was, an officer, director, representative, agent or employee of the Company, so long as the solicitation of the person was initiated through publicly available advertisements.

7.Non-Disparagement of the Company: As a condition for receipt of this PSU award, and in consideration of the compensation and benefits provided pursuant to this PSU award, the sufficiency of which is hereby acknowledged, acceptance of this PSU award is agreement by the participant that during the term of the participant’s active employment and thereafter, the participant will not engage in any form of conduct or make any statements or representations that disparage, portray in a negative light, or otherwise impair the reputation, goodwill or commercial interests of the Company or its past, present and future subsidiaries, divisions, affiliates, successors, officers, directors, attorneys, agents and employees. Notwithstanding this limitation, acceptance of this award is not intended to prevent or inhibit the participant from filing a charge or a complaint with a government agency or otherwise participating in or assisting a government investigation. In addition, to the extent required by Public Law 117-224, this non-disparagement provision shall not be enforceable with respect to any “sexual harassment dispute” or “sexual assault dispute” (as those terms are defined in Public Law 117-224) arising after the date the participant accepts this award.

8.Non-Competition: If a participant voluntarily leaves employment with the Company to work for a direct competitor of the Company within one year of the payment date, then the value of the Performance Stock Units on the Vesting Date, less any tax withholding or tax obligations, but without regard to any subsequent market price decrease or increase (the “Net Performance Stock Unit Proceeds”), shall be immediately due and payable in cash by the participant, without notice, to the Company. For purposes of this award (i) “a direct competitor of the Company” means any person, firm, partnership, corporation or other business or entity that sells any of the Products (as defined below) in the Geographic Area (as defined below) and any retailer that sells a private label version of any of the Products in the Geographic Area, including, without limitation, General Mills, Nestle, ConAgra, Mondelez, Campbell’s, PepsiCo, Hershey, Utz, Cereal Partners Worldwide, Intersnack, Ulker; or any affiliate or successor to any such company, (ii) “Products” means ready-to-eat cereal products, hot cereal products, breakfast, protein or meal replacement beverages, toaster pastries, wholesome snacks including, but not limited to, cereal bars, granola bars, protein bars, crispy marshmallow treats, frozen waffles, frozen pancakes, crackers, salty snacks including by not limited to potato and tortilla chips, any other grain-based convenience foods, noodles, meat substitutes, and plant-based products, or any other product which the Company manufactures, distributes, sells or markets at the time the participant’s active employment with the Company ends, and (iii) “Geographic Area” means any territory, region or country where the Company sells any Products at any time ending on the one year period following the Vesting Date.

9.Preservation of Company Confidential Information: As a condition for receipt of this PSU award, and in consideration of the compensation and benefits provided pursuant to

Exhibit 10.1

this PSU award, the sufficiency of which is hereby acknowledged, acceptance of this PSU award is agreement by the participant that the participant will not (without first obtaining the prior written consent in each instance from the Company) during the term of the participant’s employment and thereafter, disclose, make commercial or other use of, give or sell to any person, firm or corporation (other than agents or representatives of the Company in furtherance of the participant’s duties), any information received directly or indirectly from the Company or acquired or developed in the course of the participant’s employment, including, by way of example only, trade secrets (including organizational charts, employee information such as credentials, skill sets, salaries and background information), ideas, inventions, methods, designs, formulas, systems, improvements, prices, discounts, business affairs, products, product specifications, manufacturing processes, data and know-how and technical information of any kind whatsoever unless such information has been publicly disclosed by authorized officials of the Company.

10.Settlement: As soon as administratively possible after the Vesting Date, or the Change in Control, whichever is applicable, but in any event within the same calendar year as the Vesting Date or the Change in Control, the number of net shares of the Kellanova Common Stock earned will be deposited into a Merrill Lynch account. After the shares of Kellanova Common Stock are deposited following the Vesting Date, Participants can contact Merrill Lynch at 1-866-866-4050 or 1-609-818-8669 (outside of the U.S., Canada or Puerto Rico), or the Merrill Lynch Grand Rapids Office at 1-877-884-4371 or 1-616-774-4252 (outside the U.S., Canada or Puerto Rico) for customer service.

11.Dividends: If cash dividends are declared and paid on Kellanova Common Stock prior to the date the Performance Stock Unit award is vested, an amount equal to the cash dividends payable on the Kellanova Common Stock represented by the Performance Stock Unit award will be converted as of the dividend payment date to the equivalent number of whole shares of Kellanova Common Stock, including fractional shares, and credited to a bookkeeping account maintained for the participant’s benefit (“Dividend Equivalent Units”). Cash dividends declared and paid on the Kellanova Common Stock represented by Dividend Equivalent Units prior to the date the Dividend Equivalent Units are vested shall also be credited to the participant’s account and converted to Kellanova Common Stock in the same manner as dividends with respect to PSU awards. Upon the vesting of the Performance Stock Units, the amount of Dividend Equivalent Units that vest will be adjusted in the same manner as the corresponding Performance Stock Units and be paid in shares of Kellanova Common Stock (rounded up to the nearest whole number of shares). If the Performance Stock Units are prorated as the result of the participant’s termination by the Company without “Cause” (as defined in Section 4) or due to the participant’s death, Disability or Retirement, the Dividend Equivalent Units will vest in the same proportion that the corresponding Performance Stock Units vest. Dividend Equivalent Units attributable to forfeited Performance Stock Units shall also be forfeited.

12.Voting: Performance Stock Units are not entitled to any voting rights until after they are vested and shares of Kellanova Common Stock are deposited in a Merrill Lynch account for the participant (net of taxes). As soon as administratively possible after that occurs, the participant will be entitled to voting rights on such shares of Kellanova Common Stock.

Exhibit 10.1

13.Taxes: Prior to the delivery of any shares of Kellanova Common Stock in settlement of Performance Stock Units, the Company shall have the power and right to deduct or withhold or require the participant to remit to the Company an amount sufficient to satisfy any federal, state, local, or foreign taxes of any kind which the Company in its sole discretion deems necessary to be withheld or remitted to comply with any applicable law, rule, or regulation. Participants will be deemed to have elected to pay the withholding taxes owed by allowing the Company to withhold shares on the Vesting Date (and delivering to the participant the net shares of Kellanova Common Stock) having a Fair Market Value equal to the amount sufficient to satisfy the Company’s statutory withholding obligations. The participant is responsible for paying the participant’s taxes that result from the granting or vesting of the Performance Stock Units. Taxes include, but are not limited to, Federal or national taxes, social insurance or FICA taxes, state and local taxes, and any other tax, if applicable.

14.Communication: Target awards will be communicated to participants during the salary planning communication in late February or early March 2024. Participants will receive confirmation of the actual number of Performance Stock Units earned during the first quarter of the 2027 calendar year.

15.Registration: Upon the depositing of the shares of Kellanova Common Stock in the Merrill Lynch account, the shares of Kellanova Common Stock will be registered in the participant’s name. Participants can change the registration of the shares by calling Merrill Lynch.

16.Disposition at Vesting: After the shares of Kellanova Common Stock are deposited in the Merrill Lynch account in the participant’s name, the participant can leave the shares with Merrill Lynch, ask Merrill Lynch to sell the shares, have a certificate issued to the participant or have the shares electronically transferred to another broker. Certain fees may apply to selling or transferring shares - contact Merrill Lynch for details.

17.Benefits: Income from the Performance Stock Units will not be included in earnings for

the purposes of determining benefits, including pension, defined contribution retirement,

disability, life insurance and other survivor benefits.

18.Insiders: After the Performance Stock Units vest and the net shares of Kellanova Common Stock are deposited in the participant’s Merrill Lynch account, any participant who is an insider cannot dispose of the shares of Kellanova Common Stock without prior approval of the Legal & Compliance Department.

19.Recoupment: If at any time (including after the Vesting Date or after payment), the Committee, including any person authorized pursuant to Section 3.2 of the Plan (an “Authorized Officer”):

(a) reasonably believes that a participant has engaged in “Detrimental Conduct” (as defined below), then the Committee or an Authorized Officer may suspend the participant’s right to participate in the Performance Stock Unit Plan pending a determination of whether the participant has engaged in Detrimental Conduct;

Exhibit 10.1

(b) determines that a participant has engaged in “Detrimental Conduct” (as defined below), then the grant of Performance Stock Units under the Plan and all rights thereunder shall terminate immediately without notice effective the date on which the participant engages in such Detrimental Conduct, unless terminated sooner by operation of another term or condition of this document or the Plan; and/or

(c) determines the participant has engaged in “Detrimental Conduct” (as defined below), then the participant may be required to repay to the Company, in cash and upon demand, any payment of Performance Stock Units under the PSU made during and after the year in which the Detrimental Conduct occurred.

The return of PSU payment under paragraph (c) is in addition to and separate from any other relief available to the Company due to the participant’s Detrimental Conduct.

“Detrimental Conduct” means conduct that is contrary or harmful to the interest of the Company, including, but not limited to, (i) conduct relating to the participant’s employment for which either criminal or civil penalties against the participant may be sought, (ii) breaching the participant’s fiduciary duty or deliberately disregarding any of the Company’s policies or code of conduct, (iii) violating the Company’s insider trading policy or the commission of an act or omission which causes the participant or the Company to be in violation of federal or state securities laws, rules, regulations, and/or the rules of any exchange or association of which the Company is a member, including statutory disqualification, (iv) disclosing or misusing any confidential information or material concerning the Company, (v) participating in a hostile takeover attempt of the Company, (vi) engaging in an act of fraud or intentional misconduct during the participant’s employment that causes the Company to restate all or a portion of the Company’s financial statements, or (vii) conduct resulting in a financial loss to the Company even though the Company is not required to or does not actually restate all or any portion of its financial statements.

For a participant who is an executive officer for purposes of Section 16 of the Exchange Act, any determination of whether the participant has engaged in an act of fraud or intentional misconduct during the participant’s employment that causes the Company to restate all or a portion of the Company’s financial statements shall be made by the Committee and shall be subject to the review and approval of the Board of Directors.

If at any time the Company determines that a participant has breached the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this PSU award, the participant will be obligated, to the maximum extent permitted by law, to reimburse the Company for the Net Performance Stock Unit Proceeds paid to the participant pursuant to this PSU award. By accepting this PSU award, the participant also agrees and acknowledges that if the participant breaches the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this PSU award, because it would be impractical and excessively difficult to determine the actual damages to the Company as a result of such breach, any remedies at law (such as a right to monetary damages) would be inadequate. The participant therefore agrees that, if the participant breaches the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this PSU award, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy available to it) to a temporary and permanent injunctive

Exhibit 10.1

relief from a court of competent jurisdiction, without posting any bond or other security and without proof of actual damage. If this PSU award has not vested on the date the Company determines the participant breached the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this PSU award, this PSU award shall be forfeited by the participant and cancelled by the Company.

The rights contained in this section shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, (i) any right that the Company may have under any other Company recoupment policy or other agreement or arrangement with a participant, or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D-1 of the Securities Exchange Act of 1934, as amended (as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission) and under the Kellanova Clawback Policy, as amended, modified, and/or restated from time to time (the “Kellanova Clawback Policy”), or any other clawback policy as the Company may implement from time to time to comply with such requirements.

The participant acknowledges that this Agreement and the award(s) hereunder are subject to the terms and conditions of the Kellanova Clawback Policy and any other clawback, recoupment or other similar policies adopted by the Company and as in effect from time to time (collectively, the “Clawback Policies”). The participant further acknowledges that this Agreement and the award(s) hereunder is subject to the reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) the Clawback Policies in effect from time to time; and (ii) applicable law.

20.Offsets: Any amounts the Company owes the participant from time to time (including amounts owed to the participant as wages or other compensation, fringe benefits, or vacation pay, as well as, any other amounts owed to the participant by the Company) may be offset, to the extent of the amounts the participant owes the Company, provided that amounts owed to the participant which constitute “non-qualified deferred compensation” under Code Section 409A shall only be offset to the extent allowed under Code Section 409A. Whether or not the Company elects to make any set-off for the full amount owed, calculated as set forth above, the participant agrees to pay immediately the unpaid balance to the Company. The participant may be released from obligations under this section only if the Committee or an Authorized Officer determines in its sole discretion that such action is in the best interests of the Company.

21.Recordkeeping and Authorization: By entering into and accepting receipt of this PSU award, the participant (i) authorizes the Company and any agent of the Company administering the Plan or providing Plan recordkeeping services to disclose to the Company such information and data as the Company shall request in order to facilitate the grant of PSU awards and the administration of the Plan; (ii) waives any data privacy rights the participant may have with respect to such information; and (iii) authorizes the Company to store and transmit such information in electronic form.

22.Other Plan Provisions: The 2024-2026 PSU was adopted under the Plan and is subject to all the provisions of the Plan, including those related to the ability of the Board of Directors to amend the Plan, the PSU or any awards thereunder. Nothing in this

Exhibit 10.1

summary, the Overview, or the Plan shall confer upon the participant any right of continued employment. Capitalized terms not defined herein shall have the meaning given such term in the Plan.

23.Administration: The Plan and this PSU award shall be administered and interpreted by the Committee, as provided in the Plan. Any decision, interpretation or other action made or taken in good faith by the Committee or the Board, arising out of or in connection with the Plan shall be final, binding and conclusive on the Company and all employees and their respective heirs, executors, administrators, successors and assigns. Determinations by the Committee or the Board, including without limitation determinations of employee eligibility, the form, amount and timing of awards, the terms and provisions of awards, and the agreements evidencing awards, need not be uniform and may be made selectively among eligible employees who receive or are eligible to receive awards under the Plan, whether or not such eligible employees are similarly situated. The Committee or the Board may amend this PSU award to the extent provided in the Plan or this PSU award.

The Plan is hereby incorporated by reference. In the event of any conflict between the Plan and this PSU award, the provisions of the Plan shall control and this PSU award shall be deemed modified accordingly.

24.Severability: The provisions of this PSU award are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable.

These terms and conditions are subject to the provisions of the Kellogg Company 2022 Long-Term Incentive Plan document and any additional terms and conditions as determined by the Committee.

Date: February 2024

Exhibit 10.2

Kellanova

Long Term Incentive Plan

Restricted Stock Unit Terms and Conditions

For Performance Year 2023, RSUs granted in 2024

Kellanova is offering to grant you a Restricted Share Unit award under the Kellanova 2022 Long-Term Incentive Plan. There are a number of terms and conditions associated with this award, including non-competition, non-solicitation, non-disparagement and confidentiality obligations, which are set forth in this terms and conditions document. You may accept or reject this award and these terms and conditions by following the process provided by Kellanova. If you do not accept or reject this award and its terms and conditions by the end of the acceptance window established by Kellanova, you will be deemed to have accepted this award and these terms and conditions.

1.Awards: Restricted Share Unit (“RSU”) awards are typically granted to participants upon the approval of the Compensation and Talent Management Committee of the Board of Directors of Kellanova (the “Committee”). This RSU award will be forfeited if the participant is terminated, retired, on long-term disability, on a severance, leave of absence, or otherwise not an active employee on the date of grant. Employees who receive and accept an RSU award are participants in the Kellanova 2022 Long-Term Incentive Plan (the “Plan”).

2. Vesting: This RSU award will become unrestricted and no longer subject to forfeiture and will fully vest on the third anniversary of the grant date (the “Vesting Date”). Except as otherwise provided in this Section 2 and Section 3, vesting of this RSU award will cease upon a termination of employment with Kellanova or any of its subsidiaries (the “Company”) prior to the Vesting Date.

(a) In the case of the termination of the participant’s employment due to the participant’s death, Disability or Retirement, RSUs will become immediately partially vested, with vesting pro-rated based on the number of days the participant was actively employed during the vesting period (excluding any time during a severance leave of absence, if applicable); provided, however, that in the event a participant’s employment terminates due to Retirement, to the extent necessary to comply with the terms of the Plan, the participant shall have been actively employed for a minimum of one year following the Grant Date and prior to the date of Retirement.

RSU Grant Terms and Conditions page 1

Exhibit 10.2

Retirement under the Plan is the same as the participant’s defined benefit pension-based eligibility criteria for an early retirement benefit for those that receive a defined benefit pension from the Company. If the participant does not have a defined benefit pension from the Company, Retirement means the participant terminates employment with the Company on or after the participant has attained age 55 with at least five years of service with the Company and the participant’s combined age and years of service equal at least 65. For example, a participant who has attained age 55 and 7 months and who has 9 years and 8 months of service will have a combined age and service over 65.

(b) In the event of a termination of the Participant’s employment without Cause (as defined in the Kellanova Severance Benefit Plan or any applicable severance plan adopted by the Company and in effect on the date the Participant’s active employment with the Company ends) at any time prior to the Vesting Date, this RSU award (and any annual RSU award granted and unvested as of the date hereof) will become immediately partially vested, with vesting pro-rated based on the number of days the Participant was actively employed during the vesting period and prior to the date of termination (excluding any time during a severance leave of absence); provided, however, that if the Chief Legal Officer (or, in the absence of a Chief Legal Officer, the executive performing a similar function) determines that the Participant breached any provision in any severance agreement between the Participant and the Company, any such RSUs will be immediately forfeited as of such determination. For the avoidance of doubt, these terms will not apply to Special Restricted Stock Unit awards or Performance Stock Unit awards that were converted to RSUs in connection with the spin-off of WK Kellogg Co.

3. Change in Control: Notwithstanding the above, in the event of a Change in Control before the Vesting Date and this RSU award has not been assumed or replaced by a Substitute Award (as defined below), all outstanding RSUs subject to this award will fully vest immediately as of the Change in Control and will be considered fully earned and will be payable as promptly as practicable following the Change in Control.

An award will qualify as a Substitute Award (“Substitute Award”) if it is assumed by any successor corporation, affiliate thereof, person or other entity, or replaced with awards that, solely in the discretionary judgment of the Committee, preserves the existing value of the then-outstanding portion of this RSU award at the time of the Change in Control and provide vesting and payout terms, as applicable, that are at least as favorable to participants as vesting and payout terms applicable to this RSU award (including the terms and conditions that would apply in the event of a subsequent Change in Control).

If and to the extent this RSU award is assumed by a successor corporation (or affiliate, person or other entity thereto) or is replaced with a Substitute Award, then such Substitute Award shall remain outstanding and be governed by its respective terms and the provisions of the applicable plan.

If this RSU award is assumed or replaced with a Substitute Award and the participant’s employment with the Company is thereafter terminated by (i) the Company or successor, as the case may be, for any reason other than Cause; or (ii) the participant is eligible to participate in the Kellanova Change in Control Severance Policy for Key Executives, or

RSU Grant Terms and Conditions page 2

Exhibit 10.2

any other severance plan or policy adopted by the Company and in effect as of the date of the Change in Control, for Good Reason (as and to the extent defined in such plan or policy), in each case, within the two-year period commencing on the date of the Change in Control, then all Substitute Awards held by the participant will fully vest immediately as of the date of the participant’s termination and will be considered fully earned and will be payable promptly as practical following the date of the participant’s termination of employment.

The Committee may make additional adjustments or settlements of outstanding RSU awards, including this award as it deems appropriate and consistent with the Plan’s purposes, including adjustments related to adverse tax consequences for participants or the Company.

4. Non-Solicitation: As a condition for receipt of this RSU award, and in consideration of the compensation and benefits provided pursuant to this RSU award, the sufficiency of which is hereby acknowledged, acceptance of this RSU award is agreement by the participant that during the participant’s active employment and thereafter for a period of 18 months, the participant shall not, without the prior written consent of the Chief Legal Officer, directly or indirectly employ, solicit the employment of (whether as an employee, officer, director, agent, consultant or independent contractor), or otherwise encourage to leave the Company, any person who is, or at any time during the previous year was, an officer, director, representative, agent or employee of the Company. Nothing in this agreement will prohibit the hiring of any person who is, or at any time during the previous year was, an officer, director, representative, agent or employee of the Company, so long as the solicitation of the person was initiated through publicly available advertisements.

5. Non-Disparagement of the Company: As a condition for receipt of this RSU award, and in consideration of the compensation and benefits provided pursuant to this RSU award, the sufficiency of which is hereby acknowledged, acceptance of this RSU award is agreement by the participant that during the term of the participant’s active employment and thereafter, the participant will not engage in any form of conduct or make any statements or representations that disparage, portray in a negative light, or otherwise impair the reputation, goodwill or commercial interests of the Company or its past, present and future subsidiaries, divisions, affiliates, successors, officers, directors, attorneys, agents and employees. Notwithstanding this limitation, acceptance of this award is not intended to prevent or inhibit the participant from filing a charge or a complaint with a government agency or otherwise participating in or assisting a government investigation. In addition, to the extent required by Public Law 117-224, this non-disparagement provision shall not be enforceable with respect to any “sexual harassment dispute” or “sexual assault dispute” (as those terms are defined in Public Law 117-224) arising after the date the participant accepts this award.

6. Non-Competition: If a participant voluntarily leaves employment with the Company and commences work for a direct competitor of the Company within one year of the payment date, then the value of this RSU award on the payment date, less any tax withholding or tax obligations, but without regard to any subsequent market price decrease or increase (the “Net RSU Proceeds”), shall be immediately due and payable in cash by the participant without notice, to the Company. For purposes of this RSU award (i) “a direct competitor of the Company” means any person, firm, partnership, corporation or other

RSU Grant Terms and Conditions page 3

Exhibit 10.2

business or entity that sells any of the Products (as defined below) in the Geographic Area (as defined below) and any retailer that sells a private label version of any of the Products in the Geographic Area, including, without limitation, General Mills, Nestle, ConAgra, Mondelez, Campbell’s, PepsiCo, Hershey, Utz, Cereal Partners Worldwide, Intersnack, Ulker; or any affiliate or successor to any such company, (ii) “Products” means ready-to-eat cereal products, hot cereal products, breakfast, protein or meal replacement beverages, toaster pastries, wholesome snacks including, but not limited to, cereal bars, granola bars, protein bars, crispy marshmallow treats, frozen waffles, frozen pancakes, crackers, salty snacks including by not limited to potato and tortilla chips, any other grain-based convenience foods, noodles, meat substitutes, and plant-based products, or any other product which the Company manufactures, distributes, sells or markets at the time the participant’s active employment with the Company ends, and (iii) “Geographic Area” means any territory, region or country where the Company sells any Products at any time ending on the one year period following the Vesting Date.

7. Preservation of Company Confidential Information: As a condition for receipt of this RSU award, and in consideration of the compensation and benefits provided pursuant to this RSU award, the sufficiency of which is hereby acknowledged, acceptance of this RSU award is agreement by the participant that the participant will not (without first obtaining the prior written consent in each instance from the Company) during the term of the participant’s employment and thereafter, disclose, make commercial or other use of, give or sell to any person, firm or corporation (other than agents or representatives of the Company in furtherance of the participant’s duties), any information received directly or indirectly from the Company or acquired or developed in the course of the participant’s employment, including, by way of example only, trade secrets (including organizational charts, employee information such as credentials, skill sets, salaries and background information), ideas, inventions, methods, designs, formulas, systems, improvements, prices, discounts, business affairs, products, product specifications, manufacturing processes, data and know-how and technical information of any kind whatsoever unless such information has been publicly disclosed by authorized officials of the Company.

8. Payment: Except for Retirement eligible participants, this RSU award will be paid, when and as vested (or as soon as administratively practicable thereafter), in shares of Kellanova Common Stock based on the applicable number of RSUs unless Kellanova determines otherwise (see ‘Tax and Legal Issues’ below). If payment is to be made upon termination of employment, it may be subject to delay under Section 16.12 of the Plan. For the avoidance of doubt, to the extent necessary to avoid adverse tax consequences under Section 409A of the Code, payment of this award will be made on a termination of employment only to the extent such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code. Payment will be made in shares of Kellanova Common Stock based on the applicable number of RSUs unless Kellanova determines otherwise. Until the time of payment, no shares of Common Stock will be issued for the RSUs.

9. Dividends: If cash dividends are declared and paid on Kellanova Common Stock prior to the date the RSU award is vested and paid, an amount equal to the cash dividends payable on the Kellanova Common Stock represented by the RSU award will be converted as of the dividend payment date to the equivalent number of whole shares of Kellanova Common Stock, including fractional shares, and credited to a bookkeeping account

RSU Grant Terms and Conditions page 4

Exhibit 10.2

maintained for the participant’s benefit (“Dividend Equivalent Units”). Cash dividends declared and paid on the Kellanova Common Stock represented by Dividend Equivalent Units prior to the date the Dividend Equivalent Units are vested shall also be credited to the participant’s account and converted to Kellanova Common Stock in the same manner as dividends with respect to RSU awards including this award. Upon the vesting of the corresponding RSUs, the Dividend Equivalent Units will vest and be paid in shares of Kellanova Common Stock (rounded up to the nearest whole number of shares). If the RSUs partially vest as the result of the termination of the participant’s by the Company without “Cause” (as defined in Section 2) or due to the participant’s death, Disability or Retirement, the Dividend Equivalent Units will vest in the same proportion that the RSUs vest. Dividend Equivalent Units attributable to forfeited RSUs shall also be forfeited.

10. Voting: RSUs do not give their holder any voting rights, or any other right of a holder of Kellanova Common Stock. The shares of Kellanova Common Stock that are issued for RSUs upon vesting will have voting rights.

11. Taxes: Taxes will be due when the RSUs vest based on the Fair Market Value (as defined in the Plan) of the shares on the Vesting Date. This amount, considered taxable compensation, will be included in appropriate tax forms for the participant, for example, W2 income for U.S. employees and T4 income for Canadian employees. Participants will pay withholding taxes by selling shares. Taxes include, but are not limited to, Federal or national, social insurance or FICA taxes, state and local, if applicable, and as required by local requirements. FICA taxes may be due before the payment date for U.S. and Puerto Rico participants who are Retirement eligible.

12. Settlement: Participants will not receive stock certificates when RSUs are paid. The shares of Kellanova Common Stock issued in payment for RSUs will initially be held via book entry at Merrill Lynch. Those shares will be registered in the participant’s name as soon as administratively feasible. Participants can change the registration of the shares after the vesting period. Contact Merrill Lynch within in the U.S. at 1-866-866-4050 or outside the U.S. at 1-609-818-8669.

13. Communication: Each participant will be provided with a written confirmation of the RSU award. Participants will also receive a notice at payment that explains the number of shares issued as well as the number of shares to be sold to pay the withholding tax.

14. Disposition at Vesting: After RSUs vest and are paid and shares are issued, participants can leave the shares with Merrill Lynch, ask Merrill Lynch to sell the shares, have a certificate issued to the participant or have the shares electronically transferred to another broker. Certain fees may apply to selling or transferring shares – contact Merrill Lynch for details.

15. Benefits: RSU grants or vesting income will not be included in earnings for the purposes of determining benefits, including pension, defined contribution retirement, disability, life insurance and other survivor benefits (for U.S. participants).

16. Insiders: Insiders cannot dispose of the shares issued after vesting without prior approval of the Legal & Compliance Department.

RSU Grant Terms and Conditions page 5

Exhibit 10.2

17. Tax and Legal Issues: Prior to vesting and payment, the Company reserves the right to replace RSUs granted with a cash equivalent benefit if there are any adverse tax or legal consequences for either the participant or the Company related to the ownership of Kellanova shares (generally for participants outside North America).

18. Recoupment: If at any time (including after the Vesting Date or after payment), the Committee, including any person authorized pursuant to Section 3.2 of the Plan (an “Authorized Officer”):

(a) reasonably believes that a participant has engaged in “Detrimental Conduct” (as defined below), the Committee or an Authorized Officer may suspend the participant’s participation in this RSU award pending a determination of whether the participant has engaged in Detrimental Conduct;

(b) determines that a participant has engaged in Detrimental Conduct, then the grant of RSUs under the Plan and all rights thereunder shall terminate immediately without notice effective the date on which the participant engages in such Detrimental Conduct, unless terminated sooner by operation of another term or condition of this RSU award or the Plan; and/or

(c) determines the participant has engaged in Detrimental Conduct, then the participant may be required to repay to the Company, in cash and upon demand, any payment in shares from any RSU award made during and after the year in which the Detrimental Conduct occurred.

The return of RSU payments under paragraph (c) is in addition to and separate from any other relief available to the Company due to the participant’s Detrimental Conduct.

RSU Grant Terms and Conditions page 6

Exhibit 10.2

If at any time the Company determines that a participant has breached the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this RSU award, the participant will be obligated, to the maximum extent permitted by law, to reimburse the Company for the Net RSU Proceeds paid to the participant pursuant to this RSU award. By accepting this RSU award, the participant also agrees and acknowledges that if the participant breaches the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this RSU award, because it would be impractical and excessively difficult to determine the actual damages to the Company as a result of such breach, any remedies at law (such as a right to monetary damages) would be inadequate. The participant therefore agrees that, if the participant breaches the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this RSU award, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy available to it) to a temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without proof of actual damage. If this RSU award has not vested on the date the Company determines the participant breached the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this RSU award, this RSU award shall be forfeited by the participant and cancelled by the Company.

The rights contained in this section shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, (a) any right that the Company may have under any other Company recoupment policy or other agreement or arrangement with a participant, or (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D-1 of the Securities Exchange Act of 1934, as amended (as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission) and, to the extent, applicable, under the Kellanova Clawback Policy, as amended, modified, and/or restated from time to time (the “Kellanova Clawback Policy”), or any other clawback policy as the Company may implement from time to time to comply with such requirements.

The participant acknowledges that this Agreement and the award(s) hereunder may, from time to time, be subject to the terms and conditions of the Kellanova Clawback Policy and any other clawback, recoupment or other similar policies adopted by the Company and as in effect from time to time (collectively, the “Clawback Policies”). The participant further acknowledges that this Agreement and the award(s) hereunder may be subject to the reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) the Clawback Policies in effect from time to time; and (ii) applicable law.

19. Offsets: Any amounts the Company owes the participant from time to time (including amounts owed to the participant as wages or other compensation, fringe benefits, or vacation pay, as well as, any other amounts owed to the participant by the Company) may be offset, to the extent of the amounts the participant owes the Company, provided that amounts owed to the participant which constitute “non-qualified deferred compensation” under Code Section 409A shall only be offset to the extent allowed under Code Section 409A. Whether or not the Company elects to make any set-off for the full amount owed, calculated as set forth above, the participant agrees to pay immediately the unpaid balance to the Company. The participant may be released from obligations under this Section only if the Committee or an Authorized Officer determines in its sole discretion that such action is in the best interests of the Company.

RSU Grant Terms and Conditions page 7

Exhibit 10.2

20. Administration: The Plan and this RSU award shall be administered and interpreted by the Committee, as provided in the Plan. Any decision, interpretation or other action made or taken in good faith by the Committee or an appropriately designated proxy, arising out of or in connection with the Plan shall be final, binding and conclusive on the Company and all employees and their respective heirs, executors, administrators, successors and assigns. Determinations by the Committee or an appropriately designated proxy, including without limitation determinations of employee eligibility, the form, amount and timing of awards, the terms and provisions of awards, and the agreements evidencing awards, need not be uniform and may be made selectively among eligible employees who receive or are eligible to receive awards under the Plan, whether or not such eligible employees are similarly situated. The Committee may amend this RSU award to the extent provided in the Plan or this RSU award.

The Plan is hereby incorporated by reference. Capitalized terms not defined herein shall have the meaning given such term in the Plan. In the event of any conflict between the Plan and this RSU award, the provisions of the Plan shall control and this RSU award shall be deemed modified accordingly.

21. Assignability and Transfer: RSUs may not be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of prior to vesting, except as provided in the Plan.

22. Recordkeeping and Authorization: By accepting this RSU award, the participant (i) authorizes the Company and any agent of the Company administering the Plan or providing Plan recordkeeping services to disclose to the Company such information and data as the Company shall request in order to facilitate the grant of this RSU award and the administration of the Plan; (ii) waives any data privacy rights the participant may have with respect to such information; and (iii) authorizes the Company to store and transmit such information in electronic form.

23. Severability: The provisions of this RSU award are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable.

These terms and conditions are subject to the provisions of the Kellogg Company 2022 Long-Term Incentive Plan document and any additional terms and conditions as determined by the Committee.

Date: February 2024

RSU Grant Terms and Conditions page 8

Cover Page Cover Page	Feb. 16, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 16, 2024
Entity Registrant Name	Kellanova
Entity Incorporation, State or Country Code	DE
Entity File Number	1-4171
Entity Tax Identification Number	38-0710690
Entity Address, Address Line One	412 N. Wells Street
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60654
City Area Code	269
Local Phone Number	961-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000055067
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $.25 par value per share
Trading Symbol	K
Security Exchange Name	NYSE
1.000% Senior Notes Due 2024
Entity Information [Line Items]
Title of 12(b) Security	1.000% Senior Notes due 2024
Trading Symbol	K 24
Security Exchange Name	NYSE
1.250% Senior Notes Due 2025
Entity Information [Line Items]
Title of 12(b) Security	1.250% Senior Notes due 2025
Trading Symbol	K 25
Security Exchange Name	NYSE
0.500% Senior Notes Due 2029
Entity Information [Line Items]
Title of 12(b) Security	0.500% Senior Notes due 2029
Trading Symbol	K 29
Security Exchange Name	NYSE