Statistik Asas
| LEI | LONOZNOJYIBXOHXWDB86 |
| CIK | 55067 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Kellanova
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| July 31, 2025 |
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): July 31, 2025 Kellanova (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| July 31, 2025 |
Kellanova Reports Second Quarter Results Exhibit 99.1 Kellanova Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Media Contact: Kris Bahner, (269) 961-3799 Kellanova Reports Second Quarter Results Chicago, Ill. – July 31, 2025 – Kellanova (NYSE: K) today announced results for its second quarter of 2025. Pending Transaction: As announced on August 14, 2024, Mars, Incorporated, a family-owned, global leader in pet c |
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| July 31, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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| June 26, 2025 |
Mars’ Pending Acquisition of Kellanova Clears FTC Antitrust Review Press Release EX-99.1 Exhibit 99.1 Mars’ Pending Acquisition of Kellanova Clears FTC Antitrust Review Press Release McLean, Virginia and Chicago, Illinois (June 25, 2025) - Mars, Incorporated, a family-owned, global leader in pet care, snacking and food, and Kellanova (NYSE: K), a leader in global snacking, international cereal and noodles and North America frozen foods, today announced that the U.S. Federal Tr |
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| June 26, 2025 |
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): June 25, 2025 Kellanova (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| June 25, 2025 |
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): June 25, 2025 Kellanova (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| June 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 1 |
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| June 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 1 |
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| May 8, 2025 |
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): May 6, 2025 Kellanova (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em |
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| May 1, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE |
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| May 1, 2025 |
Kellanova Reports First Quarter Results Exhibit 99.1 Kellanova Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Maxime Clermont, (269) 660-4224 Media Contact: Kris Bahner, (269) 961-3799 Kellanova Reports First Quarter Results Chicago, Ill. – May 1, 2025 – Kellanova (NYSE: K) today announced results for its first quarter of 2025. Pending Transaction: As announced on August 14, 2024, Mars, Incorporated, a family-o |
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| May 1, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 1, 2025 Kellanova (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em |
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| March 12, 2025 |
Exhibit 4.3 SUPPLEMENTAL INDENTURE NO. 1 Supplemental Indenture No. 1 (this “Supplemental Indenture No. 1”), dated as of March 11, 2025, by and among Kellanova, a Delaware corporation (the “Company”), Mars, Incorporated, a Delaware corporation (the “Parent Guarantor”), and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has hereto |
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| March 12, 2025 |
Exhibit 4.2 SUPPLEMENTAL INDENTURE NO. 1 Supplemental Indenture No. 1 (this “Supplemental Indenture No. 1”), dated as of March 11, 2025, by and among Kellanova (f/k/a Kellogg Company), a Delaware corporation (the “Company”), Mars, Incorporated, a Delaware corporation (the “Parent Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”). W I T N E S S E T H WHERE |
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| March 12, 2025 |
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): March 11, 2025 Kellanova (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| March 12, 2025 |
Exhibit 4.1 SUPPLEMENTAL INDENTURE NO. 2 Supplemental Indenture No. 2 (this “Supplemental Indenture No. 2”), dated as of March 11, 2025, by and among Kellanova (f/k/a Kellogg Company), a Delaware corporation (the “Company”), Mars, Incorporated, a Delaware corporation (the “Parent Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as successor to BNY Midwest Trust Company, as Trustee |
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| March 10, 2025 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 21, 2025, pursuant to the provisions of Rule 12d2-2 (a). |
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| March 7, 2025 |
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 (E |
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| February 27, 2025 |
Exhibit 10.1 Kellanova Long-Term Incentive Plan RESTRICTED SHARE UNIT TERMS AND CONDITIONS For Performance Year 2024, RSUs granted in 2025 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 confide |
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| February 27, 2025 |
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 21, 2025 Kellanova (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| February 21, 2025 |
KELLANOVA EXCISE TAX GROSS-UP PLAN EXHIBIT 10.51 KELLANOVA EXCISE TAX GROSS-UP PLAN 1.Purpose; Effective Date. The purpose of this Kellanova Excise Tax Gross-Up Plan (the “Plan”) is to help mitigate affected employees from the impact of the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to certain compensation and benefits to be paid or provided in connection with the m |
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| February 21, 2025 |
KELLANOVA STATEMENT OF COMPANY POLICY Insider Trading EXHIBIT 19.1 KELLANOVA STATEMENT OF COMPANY POLICY Insider Trading The Need for a Policy In the course of your employment or other business relationship with the Company, you may become aware of information about the Company that is not generally available to the public. Because of your relationship with the Company, you have certain responsibilities and obligations under the U.S. federal and stat |
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| February 21, 2025 |
EXHIBIT 10.52 FORM [Date] [NAME] Via E-Mail Dear [NAME]: Re: 280G Mitigation In connection with the acquisition (the “Transaction”) of Kellanova (the “Company”) by Mars, Incorporated (“Parent”) pursuant to that certain Agreement and Plan of Merger, dated as of August 13, 2024 (the “Merger Agreement”), by and among the Company, Acquiror 10VB8, LLC (“Acquiror”), Merger Sub 10VB8, LLC (“Merger Sub”) |
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| February 21, 2025 |
EXHIBIT 10.50 AGREEMENT OF TERMINATION, FULFILLMENT, AND SETTLEMENT OF THE PRIVATE AGREEMENT SUBJECT TO CONDITION PRECEDENT DATED OCTOBER TWENTY ONE OF 2020, ENTERED INTO BETWEEN GOLLEK SERVICIOS, S.C. (“GOLLEK”) AND MR. VICTOR HUGO MARROQUIN CADE, HEREINAFTER REFERRED TO JOINTLY AS “THE PARTIES”, IN ACCORDANCE WITH THE FOLLOWING RECITALS AND CLAUSES. RECITALS I.On October 21, 2020, the Parties en |
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| February 21, 2025 |
Exhibit 4.09 Description of Registrant’s Equity Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934. As of February 21, 2025, Kellanova (“Kellanova,” “we,” “our,” and “us”) had one class of equity securities, our Common Stock, par value $0.25 per share (“Common Stock”), registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange |
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| February 21, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-239564, 333-56536, 333-88162, 333-109235, 333-109238, 333-158824, 333-158826, 333-188222, 333-189638, 333-217769, and 333-264719) of Kellanova of our report dated February 21, 2025 relating to the financial statements and th |
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| February 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ 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 registr |
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| February 21, 2025 |
Exhibit 21.01 KELLANOVA SUBSIDIARIES (COMMON STOCK OWNERSHIP) Kellanova Subsidiaries State or Other Jurisdiction of Incorporation 545 LLC Delaware Afical - Industria e Comercio de Alimentos Ltda Brazil Afical Holding LLC Delaware Alimentos Gollek S.A. Venezuela Alimentos Kellogg de Panama SRL Panama Alimentos Kellogg, S.A. Venezuela AQFTM, Inc. Delaware Argkel, Inc. Delaware Austin Quality Foods, |
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| February 21, 2025 |
Exhibit 24.01 POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, That I, the undersigned Director of Kellanova, a Delaware corporation, hereby appoint Todd W. Haigh, Senior Vice President and Chief Legal Officer, as my lawful attorney-in-fact and agent, to act on my behalf, with full power of substitution, in executing and filing the Company’s Annual Report on Form 10-K for fiscal year ended December 28 |
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| February 21, 2025 |
Exhibit 4.10 Description of Registrant’s Debt Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934. As of December 28, 2024, Kellanova (the “Company,” “we,” “our,” and “us”) had three series of debt securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following description of our debt securities is |
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| February 20, 2025 |
As filed with the Securities and Exchange Commission on February 20, 2025 As filed with the Securities and Exchange Commission on February 20, 2025 Registration No. |
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| February 20, 2025 |
As filed with the Securities and Exchange Commission on February 20, 2025 As filed with the Securities and Exchange Commission on February 20, 2025 Registration No. |
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| February 20, 2025 |
As filed with the Securities and Exchange Commission on February 20, 2025 As filed with the Securities and Exchange Commission on February 20, 2025 Registration No. |
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| February 6, 2025 |
Kellanova Reports Strong Results for the Fourth Quarter and Full Year 2024 Exhibit 99.1 Kellanova Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Maxime Clermont, (269) 660-4224 Media Contact: Kris Bahner, (269) 961-3799 Kellanova Reports Strong Results for the Fourth Quarter and Full Year 2024 CHICAGO, Ill. - February 6, 2025 - Kellanova (NYSE: K) today announced fourth quarter and full year 2024 results. Pending Transaction: As announced on Aug |
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| February 6, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 6, 2025 Kellanova (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| December 12, 2024 |
Exhibit 10.1 364-DAY CREDIT AGREEMENT dated as of December 11, 2024, among KELLANOVA, the LENDERS party hereto and BANK OF AMERICA, N.A., as Administrative Agent BOFA SECURITIES, INC., BARCLAYS BANK PLC, CITIBANK, N.A., COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, ING BANK N.V., DUBLIN BRANCH, JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD. and SUMITOMO MITSUI BANKING CORPORATION, as Joint Lead Arran |
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| December 12, 2024 |
Entry into a Material Definitive Agreement 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): December 11, 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) ( |
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| November 4, 2024 |
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): November 1, 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) (I |
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| October 31, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECUR |
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| October 31, 2024 |
AMENDED AND RESTATED KELLANOVA SEVERANCE BENEFIT PLAN AMENDED AND RESTATED KELLANOVA SEVERANCE BENEFIT PLAN INTRODUCTION Kellanova (or, the “Company”) established the Kellanova Severance Benefit Plan (the “Plan”) to ease the financial burden on eligible terminated Employees as a result of sudden job loss. |
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| October 31, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 31, 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) (I |
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| October 31, 2024 |
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): October 31, 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) (I |
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| October 31, 2024 |
Kellanova Reports Strong Third Quarter Results Exhibit 99.1 Kellanova Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Maxime Clermont, (269) 660-4224 Media Contact: Kris Bahner, (269) 961-3799 Kellanova Reports Strong Third Quarter Results Chicago, Ill. – October 31, 2024 – Kellanova (NYSE: K) today announced results for its third quarter of 2024. Pending Transaction: As announced on August 14, 2024, Mars, Incorporated |
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| October 31, 2024 |
ACTION BY AUTHORIZED OFFICER UNDER THE AMENDED AND RESTATED KELLANOVA 2002 EMPLOYEE STOCK PURCHASE PLAN WHEREAS, Kellanova, a Delaware corporation (the “Company”), maintains the Amended and Restated Kellanova 2002 Employee Stock Purchase Plan (as it may be amended from time to time, the “Plan”), and any capitalized terms used but not otherwise defined herein shall have the meaning assigned to such |
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| October 31, 2024 |
Exhibit 99.1 Kellanova Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Maxime Clermont, (269) 660-4224 Media Contact: Kris Bahner, (269) 961-3799 Kellanova Reports Strong Third Quarter Results Chicago, Ill. – October 31, 2024 – Kellanova (NYSE: K) today announced results for its third quarter of 2024. Pending Transaction: As announced on August 14, 2024, Mars, Incorporated |
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| October 21, 2024 |
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): October 21, 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) (I |
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| October 21, 2024 |
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): October 21, 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) (I |
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| October 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 26, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 11, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) KELLANOVA (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee rate Amount of Filing Fee Fees to be Paid $29,503,244,122. |
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| September 9, 2024 |
DEFA14A 1 d893413ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 20, 2024 |
K / Kellanova / GUND GORDON - SC 13D Activist Investment SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Kellanova (Name of Issuer) Common Stock, $0.25 par value (Title of Class of Securities) 487836108 (CUSIP NUMBER) Gordon Gund 14 Nassau Street Princeton, NJ 08542-4523 609-921-3633 (Name, Address and Telephone Number of Person Authorized to Receive Notices and C |
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| August 20, 2024 |
EX-99.1 2 d875228dex991.htm EX-99.1 Exhibit 99.1 VOTING AGREEMENT VOTING AGREEMENT (this “Agreement”), dated as of August 13, 2024 (the “Effective Date”), among Acquiror 10VB8, LLC, a Delaware limited liability company (“Acquiror”), and KeyBank National Association solely in its capacity as Trustee of the trusts set forth in Exhibit A and not in its individual corporate capacity (“Stockholder”), a |
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| August 20, 2024 |
EX-99.2 3 d875228dex992.htm EX-99.2 Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $0.25 per share, of Kellanova, a Delaware corporation, |
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| August 19, 2024 |
Joint Filing Agreement, dated August 13, 2024 by and between the Reporting Persons EXHIBIT 5 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned with respect to the common stock, par value $0. |
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| August 19, 2024 |
K / Kellanova / Acquiror 10VB8, LLC - SCHEDULE 13D Activist Investment SC 13D 1 sc13d.htm SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Kellanova (Name of Issuer) Common Stock, par value $0.25 per share (Title of Class of Securities) 487836108 (CUSIP Number) Acquiror 10VB8, LLC 6885 Elm Street McLean, Virginia 22101 (908) 852-1000 Copy to: Howard L. Ellin Neil P. Stronski |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 14, 2024 |
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): August 13, 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) (IR |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material under § 240. |
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| August 14, 2024 |
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): August 13, 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) (IR |
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| August 14, 2024 |
EX-99.2 Exhibit 99.2 VOTING AGREEMENT VOTING AGREEMENT (this “Agreement”), dated as of August 13, 2024 (the “Effective Date”), among (i) Acquiror 10VB8, LLC, a Delaware limited liability company (“Acquiror”), (ii) each of (a) Gund Family Twelfth Investment Partnership, a New Jersey general partnership, (b) Gund Family Thirteenth Investment Partnership, a New Jersey general partnership, (c) G. Zach |
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| August 14, 2024 |
EX-99.1 Exhibit 99.1 VOTING AGREEMENT VOTING AGREEMENT (this “Agreement”), dated as of August 13, 2024, among Acquiror 10VB8, LLC, a Delaware limited liability company (“Acquiror”), and the W.K. Kellogg Foundation Trust, a Michigan charitable trust for the sole benefit of the W.K. Kellogg Foundation (the “Foundation”) (“Stockholder”), a stockholder of Kellanova, a Delaware corporation (the “Compan |
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| August 14, 2024 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among KELLANOVA, ACQUIROR 10VB8, LLC, MERGER SUB 10VB8, LLC and (solely for the purposes of Section 6.2(b), Section 6.5, Section 6.18 and Section 9.15) MARS, INCORPORATED Dated as of August 13, 2024 TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 Certain Specified Definitions 5 Section 1.2 Defined Terms 18 Article II THE MERGER Section 2.1 |
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| August 14, 2024 |
EX-99.4 Exhibit 99.4 Mars to Acquire Kellanova Transaction unites two iconic businesses with complementary footprints and portfolios of beloved brands Enables Mars to further shape the future of snacking and serve more consumers globally Kellanova shareholders to receive $83.50 per share in cash Strong cultural fit, bringing together two values-based and purpose-led businesses McLean, Virginia, an |
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| August 14, 2024 |
EX-99.3 Exhibit 99.3 VOTING AGREEMENT VOTING AGREEMENT (this “Agreement”), dated as of August 13, 2024 (the “Effective Date”), among Acquiror 10VB8, LLC, a Delaware limited liability company (“Acquiror”), and KeyBank National Association solely in its capacity as Trustee of the trusts set forth in Exhibit A and not in its individual corporate capacity (“Stockholder”), a stockholder of Kellanova, a |
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| August 1, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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| August 1, 2024 |
Kellanova Reports Strong Second Quarter Results, Raises Full-Year Outlook Exhibit 99.1 Kellanova Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Media Contact: Kris Bahner, (269) 961-3799 Kellanova Reports Strong Second Quarter Results, Raises Full-Year Outlook Chicago, Ill. - August 1, 2024 — Kellanova (NYSE: K) today announced results for its second quarter of 2024, and raised its outlook for the full year. Highlights: •While net sales in the |
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| August 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 1, 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 |
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| August 1, 2024 |
Exhibit 10.1 Amendment to Supply Agreement This Amendment is made effective as of June 1, 2024 (“Amendment Date”) by Kellanova (f/k/a Kellogg Company) (“Manufacturer”) and WK Kellogg Co (“Buyer”). Manufacturer and Buyer are collectively referred to as the “Parties” and individually as a “Party”. Background A.The Parties are parties to a Supply Agreement dated September 29, 2023 (“Agreement”). B.Th |
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| June 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 1 |
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| June 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 1 |
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| May 17, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 28, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KELLANOVA (Exact name of registrant as specified in its charter) Delaware 38-0710690 (State of incorporation or organization) (I.R.S. Employer Identification No.) 412 N. Wells Street Chicago, IL |
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| May 16, 2024 |
Entry 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) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| May 16, 2024 |
Exhibit 4.2 KELLANOVA OFFICER’S CERTIFICATE The undersigned, Joel A. Vanderkooi, Vice President and Treasurer, of Kellanova, a Delaware corporation (the “Company”), does hereby certify that pursuant to the authority granted in resolutions (the “Resolutions”) adopted by the Board of Directors of the Company on October 27, 2023, and pursuant to Sections 2.1 and 2.3 of the Indenture, dated as of May |
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| May 16, 2024 |
Officer’s Certificate of Kellanova (with form of 5.750% Senior Notes due 2054). Exhibit 4.1 KELLANOVA OFFICER’S CERTIFICATE The undersigned, Joel A. Vanderkooi, Vice President and Treasurer of Kellanova, a Delaware corporation (the “Company”), does hereby certify that pursuant to the authority granted in resolutions (the “Resolutions”) adopted by the Board of Directors of the Company on October 27, 2023, and pursuant to Sections 2.1 and 2.3 of the Indenture, dated as of May 6 |
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| May 9, 2024 |
Exhibit 1.1 Execution Version $300,000,000 KELLANOVA 5.750% Senior Notes due 2054 Underwriting Agreement May 6, 2024 Citigroup Global Markets Inc. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC As representatives of the Several Underwriters c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 J.P. Morgan Securities LLC 383 Madison Avenue, New York, NY 10179 Morgan Stanley |
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| May 9, 2024 |
Exhibit 1.2 Execution Version €300,000,000 KELLANOVA 3.750% Senior Notes due 2034 Underwriting Agreement May 7, 2024 Barclays Bank PLC Merrill Lynch International Coöperatieve Rabobank U.A. As representatives of the Several Underwriters c/o Barclays Bank PLC 1 Churchill Place London, E14 5HP United Kingdom Merrill Lynch International 2 King Edward St London EC1A 1HQ United Kingdom Coöperatieve Rab |
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| May 9, 2024 |
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 6, 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. |
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| May 8, 2024 |
€300,000,000 3.750% Senior Notes due 2034 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-279131 PROSPECTUS SUPPLEMENT (To prospectus dated May 6, 2024) €300,000,000 3.750% Senior Notes due 2034 We are offering €300,000,000 aggregate principal amount of 3.750% senior notes due 2034 (the “notes”). The notes will mature on May 16, 2034. Interest on the notes is payable annually in arrears on May 16 of each year, comm |
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| May 8, 2024 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) KELLANOVA (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Debt 3. |
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| May 7, 2024 |
Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-279131 Relating to the Preliminary Prospectus Supplement dated May 7, 2024 (to Prospectus dated May 6, 2024) €300,000,000 Kellanova 3.750% Senior Notes due 2034 Pricing Term Sheet May 7, 2024 Issuer: Kellanova Anticipated Ratings*: Baa2 (Stable) / BBB (Stable) (Moody’s / Fitch) Rank: Senior, Unsecured Principal Amount: €300,00 |
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| May 7, 2024 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) KELLANOVA (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Debt 5. |
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| May 7, 2024 |
Subject to completion, dated May 7, 2024 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-279131 The information in this preliminary prospectus supplement is not complete and may be changed. We are not using this preliminary prospectus supplement or the accompanying prospectus to offer to sell these securities or to solicit offers to buy these securities in any jurisdiction where the offer or sale is not permitted. |
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| May 7, 2024 |
$300,000,000 5.750% Senior Notes due 2054 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-279131 PROSPECTUS SUPPLEMENT (To prospectus dated May 6, 2024) $300,000,000 5.750% Senior Notes due 2054 We are offering $300,000,000 aggregate principal amount of 5.750% Senior Notes due 2054 (the “notes”). The notes will mature on May 16, 2054. Interest on the notes is payable semi-annually in arrears on May 16 and November |
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| May 6, 2024 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charte |
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| May 6, 2024 |
Subject to completion, dated May 6, 2024 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-279131 The information in this preliminary prospectus supplement is not complete and may be changed. We are not using this preliminary prospectus supplement or the accompanying prospectus to offer to sell these securities or to solicit offers to buy these securities in any jurisdiction where the offer or sale is not permitted. |
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| May 6, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Kellanova (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Debt Debt Securities Rule 456(b) and Rule 457(r) (1) (1) (1) (2) (2) Total Offering Amounts N/A N/A Total Fees Previously Paid N/A Total Fee Offsets N/A Net Fee Due N/A (1) An indeterminate amount of debt securities is being registered as may from time to time be issued at indeterminate prices. |
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| May 6, 2024 |
EX-4.1 Exhibit 4.1 KELLANOVA AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 6, 2024 CROSS REFERENCE SHEET * Provisions of Trust Indenture Act of 1939, as amended, and Indenture to be dated as of May 6, 2024, between Kellanova and U.S. Bank Trust Company, National Association, as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 6.9 310(a)(3 |
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| May 6, 2024 |
EX-24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, that the person whose signature appears below constitutes and appoints John Min, Senior Vice President and Chief Legal Officer of Kellanova, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, with full power to act |
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| May 6, 2024 |
As filed with the U.S. Securities and Exchange Commission on May 6, 2024 S-3ASR Table of Contents As filed with the U.S. Securities and Exchange Commission on May 6, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KELLANOVA (Exact name of registrant as specified in its charter) Delaware 38-0710690 (State or other jurisdiction of incorporation or organ |
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| May 6, 2024 |
Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-279131 Relating to the Preliminary Prospectus Supplement dated May 6, 2024 (to Prospectus dated May 6, 2024) $300,000,000 Kellanova 5.750% Senior Notes due 2054 Pricing Term Sheet May 6, 2024 Issuer: Kellanova Ratings (Moody’s/Fitch):* Baa2 (Stable) / BBB (Stable) Trade Date: May 6, 2024 Settlement Date:** May 16, 2024 (T+8) J |
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| May 2, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE |
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| May 2, 2024 |
Kellanova Reports Strong First Quarter Results, Reaffirms Full-Year Outlook Exhibit 99.1 Kellanova Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Media Contact: Kris Bahner, (269) 961-3799 Kellanova Reports Strong First Quarter Results, Reaffirms Full-Year Outlook Chicago, Ill. - May 2, 2024 — Kellanova (NYSE: K) today announced results for its first quarter of 2024, and reaffirmed its full-year outlook. Highlights: •While net sales in the first |
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| May 2, 2024 |
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): May 2, 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 Em |
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| May 1, 2024 |
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): April 26, 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 |
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| May 1, 2024 |
CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION April 29, 2024 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF KELLANOVA April 29, 2024 KELLANOVA, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), this Certificate of Amendment to the Restated Certi |
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| March 13, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Kellanova (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to Be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock Other 184,537(1) $53. |
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| March 13, 2024 |
As filed with the Securities and Exchange Commission on March 13, 2024 Table of Contents As filed with the Securities and Exchange Commission on March 13, 2024 No. |
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| March 13, 2024 |
Exhibit 24.1 KNOW ALL BY THESE PRESENT, that the person whose signature appears below constitutes and appoints John Min, Senior Vice President and Chief Legal Officer of Kellanova, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, with full power to act alone, to sign the Regist |
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| March 12, 2024 |
Main Post Office, P.O. Box 751 www.asyousow.org Berkeley, CA 94704 BUILDING A SAFE, JUST, AND SUSTAINABLE WORLD SINCE 1992 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Kellanova Name of persons relying on exemption: As You Sow® Address of persons relying on exemption: Main Post Office, P.O. Box 751, Berkeley, CA 94704 Written materials are submitted pursuant to |
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| March 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| February 22, 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 confide |
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| February 22, 2024 |
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 |
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| February 22, 2024 |
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) ( |
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| February 20, 2024 |
Exhibit 10.45 CLAWBACK POLICY Kellanova Kellanova (the “Company”) believes that it is in the best interests of the Company and its shareowners to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore adopted this policy, which provides for |
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| February 20, 2024 |
Exhibit 24.01 POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, That I, the undersigned Director of Kellanova, a Delaware corporation, hereby appoint John Min, Senior Vice President and Chief Legal Officer, as my lawful attorney-in-fact and agent, to act on my behalf, with full power of substitution, in executing and filing the Company’s Annual Report on Form 10-K for fiscal year ended December 30, 202 |
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| February 20, 2024 |
AMENDED AND RESTATED KELLANOVA 2002 EMPLOYEE STOCK PURCHASE PLAN (Effective January 1, 2021) Exhibit 10.04 AMENDED AND RESTATED KELLANOVA 2002 EMPLOYEE STOCK PURCHASE PLAN (Effective January 1, 2021) 1.Purpose. Kellanova (the “Company”) has established this Amended and Restated 2002 Employee Stock Purchase Plan (the “Plan”) to encourage and enable its eligible employees and the eligible employees of its Subsidiaries to acquire the Company’s Common Stock, and to align more closely the inte |
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| February 20, 2024 |
Exhibit 4.11 Description of Registrant’s Debt Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934. As of December 30, 2023, Kellanova (the “Company,” “we,” “our,” and “us”) had three series of debt securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following description of our debt securities is a |
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| February 20, 2024 |
ANNEX B "Model Confidentiality and Non-Compete Clause" Exhibit 10.44 PRIVATE AGREEMENT SUBJECT TO CONDITION PRECEDENT BY AND BETWEEN GOLLEK SERVICIOS, S.C. (THE "COMPANY" OR "GOLLEK") AND VICTOR HUGO MARROQUIN CADE HEREINAFTER JOINTLY REFERRED TO AS "THE PARTIES" PURSUANT TO THE FOLLOWING RECITALS AND CLAUSES. RECITALS A.That pursuant to the application process registered under tracking number 6383249 and unique application process number 4614160 file |
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| February 20, 2024 |
Exhibit 3.02 to our Annual Report on Form 10-K for the year ended December 30, 2023 Exhibit 3.1 KELLANOVA BYLAWS (Amended as of February 18, 2022) Article I OFFICES SECTION 1. OFFICES. The registered office of the Corporation, and the registered agent of the Corporation in Delaware, shall be as described in the Corporation’s Amended Restated Certificate of Incorporation, as amended or restated from time to time (the “Certificate of Incorporation”). The address of the registered o |
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| February 20, 2024 |
Exhibit 21.01 KELLANOVA SUBSIDIARIES (COMMON STOCK OWNERSHIP) Kellanova Subsidiaries State or Other Jurisdiction of Incorporation 545 LLC Delaware Afical - Industria e Comercio de Alimentos Ltda Brazil Afical Holding LLC Delaware Alimentos Gollek S.A. Venezuela Alimentos Kellogg de Panama SRL Panama Alimentos Kellogg, S.A. Venezuela AQFTM, Inc. Delaware Argkel, Inc. Delaware Austin Quality Foods, |
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| February 20, 2024 |
KELLANOVA 2022 LONG-TERM INCENTIVE PLAN Exhibit 10.42 KELLANOVA 2022 LONG-TERM INCENTIVE PLAN 1. PURPOSE. The purpose of the 2022 Long-Term Incentive Plan is to further and promote the interests of Kellanova, its Subsidiaries and its shareowners by enabling the Company and its Subsidiaries to attract, retain and motivate employees, officers, non-employee directors and other service providers or those who will become employees, officers, |
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| February 20, 2024 |
Exhibit 4.10 Description of Registrant’s Equity Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934. As of February 20, 2024, Kellanova (“Kellanova,” “we,” “our,” and “us”) had one class of equity securities, our Common Stock, par value $0.25 per share (“Common Stock”), registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 30, 2023 ☐ 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 registr |
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| February 20, 2024 |
Kellanova Corporate Aircraft Policy Exhibit 10.43 Kellanova Corporate Aircraft Policy Purpose The objective of this policy is to provide the criteria and procedures to ensure efficiency and optimization of Kellanova’s business aircraft use worldwide while meeting the applicable standards for safety and operations in a cost-effective manner. The standards herein also apply to US and International initiated charter flights to ensure c |
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| February 20, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-230920, 333-254672, 333-72312, and 333-266535) and Form S-8 (Nos. 333-239564, 333-56536, 333-88162, 333-109235, 333-109238, 333-158824, 333-158826, 333-188222, 333-189638, 333-217769, and 333-264719) of Kellanova of our repo |
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| February 13, 2024 |
K / Kellanova / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01269-kellanova.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Kellanova Title of Class of Securities: Common Stock CUSIP Number: 487836108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursu |
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| February 9, 2024 |
K / Kellanova / GUND GORDON - SC 13G/A Passive Investment SC 13G/A 1 d679275dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 11)* Kellanova (Name of Issuer) Common Stock, $0.25 par value (Title of Class of Securities) 487836108 (CUSIP Number) De |
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| February 8, 2024 |
K / Kellanova / KELLOGG W K FOUNDATION TRUST - SC 13G/A Passive Investment SC 13G/A 1 d765020dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 47)* Kellanova (Name of Issuer) Common Stock, $0.25 par value per share (Title of Class of Securities) 487836108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| February 8, 2024 |
EX-99.1 2 d765020dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) each of the persons named below agrees to this joint filing of Schedule 13G and submits this exhibit as proof of its agreement with the other persons named below: Dated: February 8, 2024 W.K. KELLOGG FOUNDATION TRUST By: THE NORTHERN TRUST COMPANY, as corporate trustee By: /s/ Amy Cunningham Name |
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| February 8, 2024 |
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 5, 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) (I |
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| February 8, 2024 |
Kellanova Reports Strong Results in Debut Quarter and Affirms 2024 Guidance Exhibit 99.1 Kellanova Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Media Contact: Kris Bahner, (269) 961-3799 Kellanova Reports Strong Results in Debut Quarter and Affirms 2024 Guidance CHICAGO, Ill. - February 8, 2024 - Kellanova (NYSE: K) today announced fourth quarter and full year 2023 results and affirmed its financial outlook for 2024. Highlights: •The Company be |
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| January 12, 2024 |
Exhibit 99.1 For Immediate Release FOR MORE INFORMATION Kellanova Media Hotline: 269-961-3799 [email protected] Analyst Contact: John Renwick, 269-961-9050 Kellanova announces executive leadership changes for North America and Latin America Deep talent bench facilitates smooth succession as Chris Hood, President, Kellanova North America retires Chicago, IL, Jan. 12, 2024 - Kellanova toda |
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| January 12, 2024 |
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): January 9, 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) (IR |
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| December 20, 2023 |
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): December 19, 2023 Kellanova (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| December 20, 2023 |
EX-10.1 Exhibit 10.1 364-DAY CREDIT AGREEMENT dated as of December 19, 2023, among KELLANOVA, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, BOFA SECURITIES, INC., CITIBANK, N.A., COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers and Joint Bookrunners BANK OF AM |
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| December 19, 2023 |
As filed with the Securities and Exchange Commission on December 19, 2023 As filed with the Securities and Exchange Commission on December 19, 2023 Registration No. |
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| December 19, 2023 |
As filed with the Securities and Exchange Commission on December 19, 2023 As filed with the Securities and Exchange Commission on December 19, 2023 Registration No. |
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| November 8, 2023 |
Kellanova Reports Third Quarter Results, Provides Outlook for Initial Quarter After Spin-off Exhibit 99.1 Kellanova Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Media Contact: Kris Bahner, (269) 961-3799 Kellanova Reports Third Quarter Results, Provides Outlook for Initial Quarter After Spin-off Chicago, Ill. - November 8, 2023 — Kellanova (NYSE: K) today announced third quarter 2023 results for what was then Kellogg Company, and provided an outlook for the fou |
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| November 8, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECUR |
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| November 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 8, 2023 Kellanova (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| November 3, 2023 |
412 N. Wells Street Chicago, IL 60654 November 3, 2023 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Heather Clark Claire Erlanger Re: Kellanova Form 10-K for the Year Ended December 31, 2022 Filed February 21, 2023 File No. 001-04171 Ladies and Gentlemen: Kellanova, |
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| October 2, 2023 |
EX-10.4 Exhibit 10.4 Execution Version MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING TRADEMARKS AND CERTAIN RELATED INTELLECTUAL PROPERTY BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF SEPTEMBER 29, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II LICENSES TO WKKC 10 2.1 License to Kellanova-Owned Marks in North America 10 2.2 License to Kellanova-Owned Marks for Car |
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| October 2, 2023 |
EX-10.3 Exhibit 10.3 Execution Version MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING PATENTS, TRADE SECRETS AND CERTAIN RELATED INTELLECTUAL PROPERTY BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF SEPTEMBER 29, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II LICENSES 6 Section 2.1 License to WKKC For In-Scope Product Related IP 6 Section 2.2 Exclusivity 6 Section 2. |
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| October 2, 2023 |
Transition Services Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg Co. EX-10.6 Exhibit 10.6 TRANSITION SERVICES AGREEMENT by and between Kellogg Company and WK Kellogg Co Dated as of September 29, 2023 This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”), dated as of September 29, 2023, is by and between Kellogg Company, a Delaware corporation (“Kellanova”) and WK Kellogg Co, a Delaware corporation (“WKKC”). Kellanova and WKKC are |
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| October 2, 2023 |
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): September 29, 2023 Kellanova (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number) |
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| October 2, 2023 |
EX-2.1 Exhibit 2.1 Execution Version SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF SEPTEMBER 29, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II THE INTERNAL REORGANIZATION 14 2.1 Transfer of Assets and Assumption of Liabilities 14 2.2 WKKC Assets; Kellanova Assets 16 2.3 WKKC Liabilities; Kellanova Liabilities 19 2.4 Approvals an |
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| October 2, 2023 |
Supply Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg Co. Exhibit 10.2 Execution Version SUPPLY AGREEMENT This SUPPLY AGREEMENT (this “Agreement”), dated as of September 29, 2023 (the “Effective Date”), is by and between Kellogg Company, a Delaware corporation (“Manufacturer”), and WK Kellogg Co, a Delaware corporation (“Buyer”). Manufacturer and Buyer are collectively referred to as the “Parties” and individually as a “Party”. Background A. In connectio |
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| October 2, 2023 |
Exhibit 3.1 of our Current Report on Form 8-K filed October 2, 2023 EX-3.1 Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF KELLOGG COMPANY September 29, 2023 Kellogg Company, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: The name of the Corporation is Kellogg Company and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of t |
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| October 2, 2023 |
Tax Matters Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg Co. EX-10.5 Exhibit 10.5 Execution Version TAX MATTERS AGREEMENT by and between KELLOGG COMPANY and WK Kellogg Co Dated as of September 29, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 General 2 ARTICLE II PAYMENTS AND TAX REFUNDS Section 2.1 Allocation of Tax Liabilities 9 Section 2.2 Determination of Taxes Attributable to the WKKC Business 10 Section 2.3 Employment Taxes 10 Section |
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| October 2, 2023 |
Employee Matters Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg Co. EX-10.1 Exhibit 10.1 Execution Version EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF SEPTEMBER 29, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 ARTICLE II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES Section 2.01 General Principles 9 Section 2.02 Comparable Benefit Plans 11 Section 2.03 Adoption and Transfer and Assumpti |
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| October 2, 2023 |
EX-99.1 Exhibit 99.1 Kellanova Financial News Release Analyst Contact: John Renwick, (269) 961-9050 Jamie Duies, (269) 961-2486 Media Contact: Kris Bahner, (269) 961-3799 KELLANOVA, FORMERLY KELLOGG COMPANY, ANNOUNCES COMPLETION OF THE SEPARATION OF ITS NORTH AMERICAN CEREAL BUSINESS CHICAGO, Ill., October 2, 2023 /PRNewswire/ – Today, Kellanova, formerly known as Kellogg Company, (NYSE: K), annou |
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| September 12, 2023 |
EX-99.1 Exhibit 99.1 Kellogg Company Financial News Release KELLOGG COMPANY BOARD OF DIRECTORS APPROVES SEPARATION INTO TWO COMPANIES, KELLANOVA AND WK KELLOGG CO • Kellogg Company’s Board of Directors approved the pending separation of Kellogg Company into Kellanova and WK Kellogg Co • The separation is expected to become effective on October 2, 2023 • The Company also set the distribution ratio |
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| September 12, 2023 |
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): September 11, 2023 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Nu |
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| September 12, 2023 |
EX-10.1 Exhibit 10.1 CREDIT AGREEMENT Dated as of September 12, 2023 by and among WK KELLOGG CO and WK KELLOGG CANADA CORP., as Borrowers, THE LENDERS AND ISSUING LENDER PARTY HERETO, and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, COBANK, ACB, GREENSTONE FARM CREDIT SERVICES, FLCA, BANK OF AMERICA, N.A., CITIBANK, N.A., JPMORGA |
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| August 3, 2023 |
Kellogg Company Reports Strong Second Quarter 2023 Results, Raises Full-Year Financial Outlook Exhibit 99.1 Kellogg Company Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Jamie Duies, CFA (269) 961-2486 Media Contact: Kris Bahner, (269) 961-3799 Kellogg Company Reports Strong Second Quarter 2023 Results, Raises Full-Year Financial Outlook BATTLE CREEK, Mich. - August 3, 2023 - Kellogg Company (NYSE: K) today announced second quarter 2023 results and raised its full |
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| August 3, 2023 |
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): August 3, 2023 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number |
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| August 3, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 01, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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| August 3, 2023 |
AMENDMENT TO THE AMENDED AND RESTATED KELLOGG COMPANY 2002 EMPLOYEE STOCK PURCHASE PLAN (Effective January 1, 2021) WHEREAS, Kellogg Company, a Delaware corporation (the “Company”), maintains the Amended and Restated Kellogg Company 2002 Employee Stock Purchase Plan (Effective January 1, 2021) (as may be amended from time to time, the “Plan”); WHEREAS, pursuant to Section 17 of the Plan, the Compe |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 1 |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 1 |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 1 |
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| May 4, 2023 |
Kellogg Company Reports Strong First Quarter 2023 Results, Raises Full-Year Financial Outlook Exhibit 99.1 Kellogg Company Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Jamie Duies, CFA (269) 961-2486 Media Contact: Kris Bahner, (269) 961-3799 Kellogg Company Reports Strong First Quarter 2023 Results, Raises Full-Year Financial Outlook BATTLE CREEK, Mich. - May 4, 2023 - Kellogg Company (NYSE: K) today announced first quarter 2023 results and raised its full-year |
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| May 4, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 01, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE |
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| May 4, 2023 |
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): May 4, 2023 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 2, 2023 |
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): April 28, 2023 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 10, 2023 |
Notice of Exempt Solicitation Notice of Exempt Solicitation Under Rule 14a-103 (Voluntary Submission) Name of Corporate Registrant: Kellogg Company Name of person filing Exemption: James McRitchie Address of person relying on exemption: jm@corpgov. |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 1, 2023 |
Officers’ Certificate of Kellogg Company (with form of 5.250% Senior Notes due 2033). EX-4.1 Exhibit 4.1 KELLOGG COMPANY OFFICERS’ CERTIFICATE The undersigned, Joel A. Vander Kooi, Vice President—Treasurer, and Gary H. Pilnick, Vice Chairman, Chief Legal Officer and Secretary of Kellogg Company, a Delaware corporation (the “Company”), do hereby certify that pursuant to the authority granted in a resolution (the “Resolution”) adopted by the Board of Directors of the Company on Decem |
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| March 1, 2023 |
Exhibit 1.1 Execution Version $400,000,000 KELLOGG COMPANY 5.250% Senior Notes due 2033 Underwriting Agreement February 23, 2023 Barclays Capital Inc. BofA Securities, Inc. Citigroup Global Markets Inc. As representatives of the Several Underwriters c/o Barclays Capital Inc. 745 7th Avenue New York, NY 10019 BofA Securities, Inc. One Bryant Park New York, NY 10036 Citigroup Global Markets Inc. 388 |
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| March 1, 2023 |
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): February 23, 2023 Kellogg Company (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. |
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| February 24, 2023 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) KELLOGG COMPANY (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Debt 5. |
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| February 24, 2023 |
$400,000,000 5.250% Senior Notes due 2033 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266535 PROSPECTUS SUPPLEMENT (To prospectus dated August 4, 2022) $400,000,000 5.250% Senior Notes due 2033 We are offering $400,000,000 aggregate principal amount of 5.250% Senior Notes due 2033 (the “notes”). The notes will mature on March 1, 2033. Interest on the notes is payable semi-annually in arrears on March 1 an |
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| February 23, 2023 |
FWP Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-266535 Relating to the Preliminary Prospectus Supplement dated February 23, 2023 (to Prospectus dated August 4, 2022) $400,000,000 Kellogg Company 5.250% Senior Notes due 2033 Pricing Term Sheet February 23, 2023 Issuer: Kellogg Company Ratings (Moody’s/S&P):* Baa2 (Stable) / BBB (Negative) Trade Date: February 23, 2023 Se |
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| February 23, 2023 |
Subject to completion, dated February 23, 2023 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-266535 The information in this preliminary prospectus supplement is not complete and may be changed. We are not using this preliminary prospectus supplement or the accompanying prospectus to offer to sell these securities or to solicit offers to buy these securities in any jurisdiction where the offer or sale is not perm |
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| February 22, 2023 |
Exhibit 10.2 Kellogg Company Long Term Incentive Plan Restricted Stock Unit Terms and Conditions For Performance Year 2022, RSUs granted in 2023 Kellogg Company is offering to grant you a Restricted Share Unit award under the Kellogg Company 2022 Long-Term Incentive Plan. There are a number of terms and conditions associated with this award, including non-competition, non-solicitation, non-dispara |
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| February 22, 2023 |
Exhibit 10.1 Kellogg Company Long Term Incentive Plan PERFORMANCE STOCK UNIT TERMS AND CONDITIONS 2023-2025 Kellogg Company is offering to grant you a Performance Stock Unit award under the Kellogg Company 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 obligatio |
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| February 22, 2023 |
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 17, 2023 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 ☐ 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 Kellogg Company (Exact name of r |
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| February 21, 2023 |
Exhibit 21.01 KELLOGG COMPANY SUBSIDIARIES (COMMON STOCK OWNERSHIP) Kellogg Company Subsidiaries State or Other Jurisdiction of Incorporation 545 LLC Delaware 1906 Mexicali Co, S. DE R. L. DE C.V. Mexico Afical - Industria e Comercio de Alimentos Ltda Brazil Afical Holding LLC Delaware Alimentos Gollek S.A. Venezuela Alimentos Kellogg de Panama SRL Panama Alimentos Kellogg, S.A. Venezuela AQFTM, I |
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| February 21, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-230920, 333-254672, 333-72312, and 333-266535) and Form S-8 (Nos. 333-239564, 333-56536, 333-88162, 333-109234, 333-109235, 333-109238, 333-158824, 333-158826, 333-188222, 333-189638, 333-217769, and 333-264719) of Kellogg C |
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| February 21, 2023 |
Exhibit 4.13 Description of Registrant’s Debt Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934. As of December 31, 2022, Kellogg Company (the “Company,” “we,” “our,” and “us”) had four series of debt securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following description of our debt securities |
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| February 21, 2023 |
Exhibit 4.12 Description of Registrant’s Equity Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934. As of February 21, 2023, Kellogg Company (“Kellogg,” “we,” “our,” and “us”) had one class of equity securities, our Common Stock, par value $0.25 per share (“Common Stock”), registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exch |
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| February 21, 2023 |
Exhibit 24.01 POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, That I, the undersigned Director of Kellogg Company, a Delaware corporation, hereby appoint Gary H. Pilnick, Vice Chairman of Kellogg Company, as my lawful attorney-in-fact and agent, to act on my behalf, with full power of substitution, in executing and filing the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 202 |
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| February 17, 2023 |
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, 2023 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 9, 2023 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 9, 2023 |
Kellogg Company Reports Strong 2022 Results and Provides 2023 Financial Guidance Exhibit 99.1 Kellogg Company Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Jamie Duies, CFA (269) 961-2486 Media Contact: Kris Bahner, (269) 961-3799 Kellogg Company Reports Strong 2022 Results and Provides 2023 Financial Guidance BATTLE CREEK, Mich. - February 9, 2023 - Kellogg Company (NYSE: K) today announced fourth quarter and full year 2022 results and provided a fi |
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| February 9, 2023 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) each of the persons named below agrees to this joint filing of Schedule 13G individually and as a trustee of the W.K. Kellogg Foundation Trust and submits this exhibit as proof of its agreement with the other persons named below: Dated: February 6, 2023 W.K. KELLOGG FOUNDATION TRUST By: THE NORTHERN TRUST COMPANY, as corporat |
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| February 9, 2023 |
K / Kellogg Company / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Kellogg Co. Title of Class of Securities: Common Stock CUSIP Number: 487836108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13 |
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| February 9, 2023 |
K / Kellogg Company / KELLOGG W K FOUNDATION TRUST - SC 13G/A Passive Investment SC 13G/A 1 d543355dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 46)* KELLOGG COMPANY (Name of Issuer) Common Stock, $0.25 par value per share (Title of Class of Securities) 487836108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 1, 2023 |
K / Kellogg Company / GUND GORDON - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. |
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| December 22, 2022 |
EX-10.1 2 ex-1012022364daycreditfaci.htm EX-10.1 364-DAY CREDIT AGREEMENT dated as of December 20, 2022, among KELLOGG COMPANY, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, BOFA SECURITIES, INC., CITIBANK, N.A., COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH and MORGAN STANLEY MUFG LOAN PARTNERS, LLC, as Joint Lead Arran |
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| December 22, 2022 |
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): December 20, 2022 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 17, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 28, 2022, pursuant to the provisions of Rule 12d2-2 (a). |
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| November 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 3, 2022 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 3, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 01, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT |
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| November 3, 2022 |
Kellogg Company Reports Third Quarter 2022 Results, Raises Full-Year Outlook Exhibit 99.1 Kellogg Company Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Jamie Duies, CFA (269) 961-2486 Media Contact: Kris Bahner, (269) 961-3799 Kellogg Company Reports Third Quarter 2022 Results, Raises Full-Year Outlook BATTLE CREEK, Mich. - November 3, 2022 - Kellogg Company (NYSE: K) today announced third quarter 2022 results and raised its full-year earnings gu |
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| August 24, 2022 |
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): August 24, 2022 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 4, 2022 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number |
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| August 4, 2022 |
Kellogg Company Reports Strong Second Quarter 2022 Results, Raises Full-Year Outlook Exhibit 99.1 Kellogg Company Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Jamie Duies, CFA (269) 961-2486 Media Contact: Kris Bahner, (269) 961-3799 Kellogg Company Reports Strong Second Quarter 2022 Results, Raises Full-Year Outlook BATTLE CREEK, Mich. - August 4, 2022 - Kellogg Company (NYSE: K) today announced second quarter 2022 results that were stronger than expec |
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| August 4, 2022 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, that the person whose signature appears below constitutes and appoints Gary H. Pilnick, Vice Chairman, Corporate Development and Chief Legal Officer of Kellogg Company, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, wi |
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| August 4, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KELLOGG COMPANY (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.) One Kellogg Square Battle Creek, Michigan 49016-3599 ( |
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| August 4, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 02, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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| August 4, 2022 |
EX-25.1 5 d331637dex251.htm EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trus |
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| August 4, 2022 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Kellog Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Debt Debt Securities Rule 456(b) and Rule 457(r) (1) (1) (1) (2) (2) Total Offering Amounts N/A N/A Total Fees Previously Paid N/A Total Fee Offsets N/A Net Fee Due N/A (1) An indeterminate amount of debt securities is being registered as may from time to time be issued at indeterminate prices. |
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| June 23, 2022 |
11-K 1 kelloggsi202111-k1.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ¨ TRAN |
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| June 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 1 |
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| June 23, 2022 |
11-K 1 kelloggpringles202111-k1.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR |
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| June 21, 2022 |
Exhibit 99.1 Kellogg Company Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Jamie Duies, CFA (269) 961-2486 Media Contact: Kris Bahner, (269) 961-3799 KELLOGG COMPANY ANNOUNCES SEPARATION OF TWO BUSINESSES AS BOLD NEXT STEPS IN PORTFOLIO TRANSFORMATION ?The Company plans to separate into three independent companies, by spinning off its U.S., Canadian, and Caribbean cereal |
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| June 21, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 21, 2022 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 5, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 5, 2022 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 5, 2022 |
KELLOGG COMPANY 2022 LONG-TERM INCENTIVE PLAN Exhibit 10.1 KELLOGG COMPANY 2022 LONG-TERM INCENTIVE PLAN 1. PURPOSE. The purpose of the 2022 Long-Term Incentive Plan is to further and promote the interests of Kellogg Company, its Subsidiaries and its shareowners by enabling the Company and its Subsidiaries to attract, retain and motivate employees, officers, non-employee directors and other service providers or those who will become employees |
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| May 5, 2022 |
Kellogg Company Reports First Quarter 2022 Results, Affirms Full-Year Earnings Outlook Exhibit 99.1 Kellogg Company Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Jamie Duies, CFA (269) 961-2486 Media Contact: Kris Bahner, (269) 961-3799 Kellogg Company Reports First Quarter 2022 Results, Affirms Full-Year Earnings Outlook BATTLE CREEK, Mich. - May 5, 2022 - Kellogg Company (NYSE: K) today announced first quarter 2022 results and affirmed its full-year earn |
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| May 5, 2022 |
As filed with the Securities and Exchange Commission on May 5, 2022 Registration No. |
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| May 5, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Kellogg Company (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $. |
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| May 5, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 02, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE |
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| May 5, 2022 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, That I, the undersigned Director of Kellogg Company, a Delaware corporation, hereby appoint Gary H. Pilnick, Vice Chairman, Corporate Development and Chief Legal Officer of Kellogg Company, as my lawful attorney-in-fact and agent, to act on my behalf, with full power of substitution, in executing and filing the Registration Statement on For |
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| May 3, 2022 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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): April 29, 2022 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| March 3, 2022 |
DEF 14A 1 a2022definitiveproxy.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commiss |
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| February 23, 2022 |
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 18, 2022 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 23, 2022 |
Exhibit 10.1 Kellogg Company Long Term Incentive Plan PERFORMANCE STOCK UNIT TERMS AND CONDITIONS 2022-2024 Kellogg Company is offering to grant you a Performance Stock Unit award under the Kellogg Company 2017 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 obligatio |
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| February 23, 2022 |
Exhibit 10.2 Kellogg Company Long Term Incentive Plan Restricted Stock Unit Terms and Conditions For Performance Year 2021, RSUs granted in 2022 Kellogg Company is offering to grant you a Restricted Stock Unit award under the Kellogg Company 2017 Long Term Incentive Plan. There are a number of terms and conditions associated with this award, including non-competition, non-solicitation, non-dispara |
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| February 22, 2022 |
Exhibit 24.01 POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, That I, the undersigned Director of Kellogg Company, a Delaware corporation, hereby appoint Gary H. Pilnick, Vice Chairman of Kellogg Company, as my lawful attorney-in-fact and agent, to act on my behalf, with full power of substitution, in executing and filing the Company?s Annual Report on Form 10-K for fiscal year ended January 1, 2022, |
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| February 22, 2022 |
KELLOGG COMPANY (Amended as of February 18, 2022) Article I OFFICES Exhibit 3.1 KELLOGG COMPANY BYLAWS (Amended as of February 18, 2022) Article I OFFICES SECTION 1.OFFICES. The registered office of the Corporation, and the registered agent of the Corporation in Delaware, shall be as described in the Corporation?s Amended Restated Certificate of Incorporation, as amended or restated from time to time (the ?Certificate of Incorporation?). The address of the registe |
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| February 22, 2022 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-230920, 333-254672, and 333-72312) and Form S-8 (Nos. 333-239564, 333-56536, 333-88162, 333-109234, 333-109235, 333-109238, 333-158824, 333-158826, 333-188222, 333-189638, and 333-217769) of Kellogg Company of our report dat |
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| February 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 1, 2022 ? 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 Kellogg Company (Exact name of reg |
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| February 22, 2022 |
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 18, 2022 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 22, 2022 |
Exhibit 4.14 Description of Registrant?s Equity Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934. As of February 22, 2022, Kellogg Company (?Kellogg,? ?we,? ?our,? and ?us?) had one class of equity securities, our Common Stock, par value $0.25 per share (?Common Stock?), registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exch |
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| February 22, 2022 |
Exhibit 4.15 Description of Registrant?s Debt Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934. As of January 1, 2022, Kellogg Company (the ?Company,? ?we,? ?our,? and ?us?) had four series of debt securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The following description of our debt securities is |
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| February 22, 2022 |
Exhibit 21.01 KELLOGG COMPANY SUBSIDIARIES (COMMON STOCK OWNERSHIP) Kellogg Company Subsidiaries State or Other Jurisdiction of Incorporation 545 LLC Delaware Afical - Industria e Comercio de Alimentos Ltda Brazil Afical Holding LLC Delaware Alimentos Gollek S.A. Venezuela Alimentos Kellogg de Panama SRL Panama Alimentos Kellogg, S.A. Venezuela AQFTM, Inc. Delaware Argkel, Inc. Delaware Austin Qua |
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| February 18, 2022 |
Exhibit 99.1 MEDIA CONTACT: Kris Bahner, (269) 961-3799 [email protected] INVESTOR RELATIONS CONTACT: John Renwick, CFA, (269) 961-9050 Jamie Duies, CFA, (269) 961-2486 KELLOGG ANNOUNCES SUPPLY CHAIN LEADERSHIP CHANGES Alistair Hirst to retire in 2022; Rodrigo Lance named successor Battle Creek, Mich., Feb. 18, 2022 ? Kellogg Company announced today changes to its Supply Chain leadership. |
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| February 18, 2022 |
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 17, 2022 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 10, 2022 |
Kellogg Company Reports 2021 Results and Issues 2022 Financial Guidance Exhibit 99.1 Kellogg Company Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Jamie Duies, CFA (269) 961-2486 Media Contact: Kris Bahner, (269) 961-3799 Kellogg Company Reports 2021 Results and Issues 2022 Financial Guidance BATTLE CREEK, Mich. - February 10, 2022 - Kellogg Company (NYSE: K) today announced fourth quarter and full year 2021 results and provided a financial |
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| February 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 10, 2022 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 10, 2022 |
K / Kellogg Company / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Kellogg Co. Title of Class of Securities: Common Stock CUSIP Number: 487836108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13 |
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| February 9, 2022 |
K / Kellogg Company / KELLOGG W K FOUNDATION TRUST - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 45)* KELLOGG COMPANY (Name of Issuer) Common Stock, $0.25 par value per share (Title of Class of Securities) 487836108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 9, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) each of the persons named below agrees to this joint filing of Schedule 13G individually and as a trustee of the W.K. Kellogg Foundation Trust and submits this exhibit as proof of its agreement with the other persons named below: Dated: February 9, 2022 W.K. KELLOGG FOUNDATION TRUST By: THE NORTHERN TRUST COMPANY, as corporate truste |
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| February 7, 2022 |
K / Kellogg Company / GUND GORDON - SC 13G/A Passive Investment SC 13G/A 1 d317155dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 9)* Kellogg Company (Name of Issuer) Common Stock, $0.25 par value (Title of Class of Securities) 487836108 (CUSIP Numbe |
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| December 23, 2021 |
Exhibit 10.1 EXECUTION VERSION 364-DAY CREDIT AGREEMENT dated as of December 21, 2021, among KELLOGG COMPANY, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, BOFA SECURITIES, INC., CITIBANK, N.A., CO?PERATIEVE RABOBANK U.A., NEW YORK BRANCH and MORGAN STANLEY MUFG LOAN PARTNERS, LLC, as Joint Lead Arrangers and Joint Boo |
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| December 23, 2021 |
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): December 21, 2021 Kellogg Company (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. |
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| December 23, 2021 |
Exhibit 10.2 EXECUTION VERSION FIVE-YEAR CREDIT AGREEMENT dated as of December 21, 2021, among KELLOGG COMPANY, the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, BOFA SECURITIES, INC., CITIBANK, N.A., CO?PERATIEVE RABOBANK U.A., NEW YORK BRANCH and MORGAN STANLEY MUFG LOAN PARTNERS, |
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| November 5, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 02, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT |
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| November 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 4, 2021 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 4, 2021 |
Kellogg Company Reports Third Quarter 2021 Results, Reaffirms Full-Year Outlook Exhibit 99.1 Kellogg Company Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Jamie Duies, CFA (269) 961-2486 Media Contact: Kris Bahner, (269) 961-3799 Kellogg Company Reports Third Quarter 2021 Results, Reaffirms Full-Year Outlook BATTLE CREEK, Mich. - November 4, 2021 - Kellogg Company (NYSE: K) today announced third quarter 2021 results and reaffirmed its full-year fina |
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| September 3, 2021 |
Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities 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): September 3, 2021 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 6, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 03, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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| August 5, 2021 |
Kellogg Company Reports Strong Second Quarter 2021 Results, Affirms Full-Year Outlook Exhibit 99.1 Kellogg Company Financial News Release Analyst Contact: John Renwick, CFA (269) 961-9050 Jamie Duies, CFA (269) 961-2486 Media Contact: Kris Bahner, (269) 961-3799 Kellogg Company Reports Strong Second Quarter 2021 Results, Affirms Full-Year Outlook BATTLE CREEK, Mich. - August 5, 2021 - Kellogg Company (NYSE: K) today announced stronger-than-expected second quarter 2021 results and a |
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| August 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 5, 2021 Kellogg Company (Exact name of registrant as specified in its charter) Delaware 1-4171 38-0710690 (State or other jurisdiction of incorporation) (Commission File Number |
