Form SC 13D - General Statement of Acquisition of Beneficial Ownership

K Kellanova

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Share Name	Share Symbol	Market	Type
Kellanova	NYSE:K	NYSE	Common Stock

	Price Change	% Change	Share Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	-0.08	-0.10%	81.10	81.25	81.04	81.25	418,283	15:58:25

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 Communications)

August 13, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box ☒.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 487836108		13D		Page 2 of 18


1		NAME OF REPORTING PERSONS Gordon Gund
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States


CUSIP No. 487836108		13D		Page 3 of 18


1		NAME OF REPORTING PERSONS George Gund fbo George Gund III #7 dated 12-31-40
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Ohio


CUSIP No. 487836108		13D		Page 4 of 18


1		NAME OF REPORTING PERSONS George Gund fbo Agnes Gund #8 Fund A dated 12-31-40
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Ohio


CUSIP No. 487836108		13D		Page 5 of 18


1		NAME OF REPORTING PERSONS George Gund fbo Agnes Gund #8 Fund B dated 12-31-40
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Ohio


CUSIP No. 487836108		13D		Page 6 of 18


1		NAME OF REPORTING PERSONS George Gund fbo Agnes Gund #8 Fund C dated 12-31-40
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Ohio


CUSIP No. 487836108		13D		Page 7 of 18


1		NAME OF REPORTING PERSONS George Gund fbo Agnes Gund #8 Fund D dated 12-31-40
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Ohio


CUSIP No. 487836108		13D		Page 8 of 18


1		NAME OF REPORTING PERSONS George Gund fbo Gordon Gund #9 dated 12-31-40
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Ohio


CUSIP No. 487836108		13D		Page 9 of 18


1		NAME OF REPORTING PERSONS George Gund fbo Graham De C Gund #10 dated 12-31-40
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Ohio


CUSIP No. 487836108		13D		Page 10 of 18


1		NAME OF REPORTING PERSONS George Gund fbo Geoffrey De C Gund #11 dated 6-8-42
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Ohio


CUSIP No. 487836108		13D		Page 11 of 18


1		NAME OF REPORTING PERSONS Agnes Gund #3 dated 11-21-68
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Ohio


CUSIP No. 487836108		13D		Page 12 of 18

SCHEDULE 13D

This Schedule 13D (this “Schedule 13D”) is being filed by (i) Gordon Gund (“Gordon”), (ii) George Gund fbo George Gund III #7 dated 12-31-40 (“Gund #7”), (iii) George Gund fbo Agnes Gund #8 Fund A dated 12-31-40 (“Gund #8 A”), (iv) George Gund fbo Agnes Gund #8 Fund B dated 12-31-40 (“Gund #8 B”), (v) George Gund fbo Agnes Gund #8 Fund C dated 12-31-40 (“Gund #8 C”), (vi) George Gund fbo Agnes Gund #8 Fund D dated 12-31-40 (“Gund #8 D”), (vii) George Gund fbo Gordon Gund #9 dated 12-31-40 (“Gund #9”), (viii) George Gund fbo Graham De C Gund #10 dated 12-31-40 (“Gund #10”), (ix) George Gund fbo Geoffrey De C Gund #11 dated 6-8-42 (“Gund #11”) and (x) Agnes Gund #3 dated 11-21-68 (“Agnes #3”) in connection with the execution of a voting agreement with respect to shares of common stock, par value $0.25 per share (the “Common Stock”), of Kellanova, a Delaware corporation, formerly known as Kellogg Company (the “Issuer”).

We refer to Gund #7, Gund #8 A, Gund #8 B, Gund #8 C, Gund #8 D, Gund #9, Gund #10, and Gund #11 collectively as the “Gordon Trusts” and to the Gordon Trusts and Agnes #3 collectively as the “Gund Trusts.”

This Schedule 13D also amends and supersedes Gordon’s Schedule 13G as originally filed by Gordon on March 6, 2013, the Amendment No. 1 filed on February 14, 2014, the Amendment No. 2 filed on February 12, 2015, the Amendment No. 3 filed on February 9, 2016, the Amendment No. 4 filed on February 9, 2017, the Amendment No. 5 filed on February 8, 2018, the Amendment No. 6 filed on February 11, 2019, the Amendment No. 7 filed on February 7, 2020, the Amendment No. 8 filed on February 11, 2021, the Amendment No. 9 filed on February 7, 2022, the Amendment No. 10 filed on February 1, 2023 and the Amendment No. 11 filed on February 9, 2024 (as so amended, the “Schedule 13G”) with respect to the Common Stock beneficially owned by Gordon. Gordon may be deemed to have beneficial ownership of shares of Common Stock held by (i) the Gordon Trusts because he has sole voting power with respect to shares of Common Stock held by each Gordon Trust, and (ii) certain other trusts for the benefit of certain members of the Gund family (the “Other Trusts”) because he has either sole voting power or shared voting power and dispositive power with respect to shares of Common Stock held by each Other Trust. Gordon disclaims beneficial ownership of shares held by the Gordon Trusts and the Other Trusts except to the extent of his pecuniary interest therein.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

Item 1.

Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the shares of common stock, par value $0.25 per share, of the Issuer. The Issuer’s principal executive offices are located at 412 N. Wells Street, Chicago, IL 60654.

Item 2.

Identity and Background.

(a) This Schedule 13D is being filed by and on behalf of each of the following persons (collectively, the “Reporting Persons”): (i) Gordon, (ii) Gund #7, (iii) Gund #8 A, (iv) Gund #8 B, (v) Gund #8 C, (vi) Gund #8 D, (vii) Gund #9, (viii) Gund #10, (ix) Gund #11 and (x) Agnes #3.

Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person and such beneficial ownership is expressly disclaimed.

(b) The principal business address of each Reporting Person is 14 Nassau Street, Princeton, NJ 08542-4523.

(c)

(i)

The principal occupation of Gordon is investor.

(ii)

The principal business of each Gund Trust is holding interests in the Issuer and making and managing other investments.


CUSIP No. 487836108		13D		Page 13 of 18

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Gordon is a citizen of the United States. Each Gund Trust is organized under the laws of the State of Ohio.

Item 3.

Source and Amount of Funds

Following the death of George Gund III on January 15, 2013, Gordon acquired beneficial ownership exceeding five percent of the outstanding shares of the Common Stock of the Issuer by operation of law. Gordon previously reported his beneficial ownership of the Common Stock on Schedule 13G.

On June 21, 2024, each of Gund #8 A, Gund #8 B, Gund #8 C and Gund #8 D transferred 6,282 shares of Common Stock to Agnes #3. On June 21, 2024, Agnes #3 made a charitable gift of 8,672 shares of Common Stock. On June 27, 2024, Agnes #3 made charitable gifts of an aggregate of 28,388 shares of Common Stock. On June 29, 2024, Agnes #3 made a charitable gift of 519 shares of Common Stock.

Item 4.

Purpose of Transaction

The Reporting Persons acquired the Common Stock for investment purposes. Gordon previously reported his beneficial ownership of the Common Stock on Schedule 13G.

On August 13, 2024, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Acquiror 10VB8, LLC, a Delaware limited liability company (“Acquiror”), Merger Sub 10VB8, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror (“Merger Sub”), and, solely for the limited purposes specified in the Merger Agreement, Mars, Incorporated, a Delaware corporation, pursuant to which, among other things, upon the terms and subject to the conditions thereof, at the effective time, Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Acquiror (the “Merger”).

In connection with the Merger Agreement, on August 13, 2024, the Gund Trusts entered into a voting agreement (the “Voting Agreement”) with the Acquiror pursuant to which, among other things, each Gund Trust (i) agreed to vote all of its Common Stock (A) in favor of the proposed Merger and (B) against any alternative acquisition proposal, (ii) agreed not to solicit any proxies in connection with any proposal to approve the Merger Agreement, the Merger or any alternative acquisition proposal, (iii) granted an irrevocable proxy to the Acquiror to vote or cause to be voted all of its Common Stock until the termination of the Voting Agreement and (iv) agreed not to sell or transfer its Common Stock except to certain permitted transferees.

The Voting Agreement will terminate upon the earliest to occur of (i) the termination of the Merger Agreement, (ii) any amendment to the Merger Agreement with the effect of reducing the per share merger consideration, (iii) an Adverse Recommendation Change (as defined in the Merger Agreement), (iv) the mutual written consent of Acquiror and the Gund Trusts or (v) the receipt of majority stockholder approval of the Merger Agreement and Merger.

The foregoing description of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is filed as Exhibit 99.1 to this Schedule 13D and is incorporated by reference herein.


CUSIP No. 487836108		13D		Page 14 of 18

As a result of the Voting Agreement, the Reporting Persons may be deemed a group for the purposes of Section 13(d)(3) of the Act.

The Reporting Persons acquired, and presently hold, the Common Stock reported herein for investment purposes. Except as otherwise described herein, the Reporting Persons currently have no plan(s) or proposal(s) that relate to, or would result in, any of the events or transactions described in Item 4(a) through (j) of Schedule 13D.

In the event that the Merger is not completed or if the Voting Agreement is otherwise terminated, the Reporting Persons expect to continue to hold the Common Stock reported herein for investment purposes, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5.

Interest in Securities of the Issuer

(a) As of the date hereof, the Reporting Persons collectively beneficially own 19,738,208 shares of Class Common Stock, representing 5.8% of the issued and outstanding Common Stock as of June 29, 2024.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person.

(i)

As of the date hereof, Gordon may be deemed to beneficially own 19,737,958 shares of Common Stock, which represents 5.8% of the issued and outstanding Common Stock as of June 29, 2024.

(ii)

As of the date hereof, Gund #7 may be deemed to beneficially own 1,497,000 shares of Common Stock, which represents 0.4% of the issued and outstanding Common Stock as of June 29, 2024.

(iii)

As of the date hereof, Gund #8 A may be deemed to beneficially own 285,674 shares of Common Stock, which represents 0.1% of the issued and outstanding Common Stock as of June 29, 2024.

(iv)

As of the date hereof, Gund #8 B may be deemed to beneficially own 285,674 shares of Common Stock, which represents 0.1% of the issued and outstanding Common Stock as of June 29, 2024.

(v)

As of the date hereof, Gund #8 C may be deemed to beneficially own 285,674 shares of Common Stock, which represents 0.1% of the issued and outstanding Common Stock as of June 29, 2024.

(vi)

As of the date hereof, Gund #8 D may be deemed to beneficially own 285,674 shares of Common Stock, which represents 0.1% of the issued and outstanding Common Stock as of June 29, 2024.

(vii)

As of the date hereof, Gund #9 may be deemed to beneficially own 8,550,633 shares of Common Stock, which represents 2.5% of the issued and outstanding Common Stock as of June 29, 2024.

(viii)

As of the date hereof, Gund #10 may be deemed to beneficially own 3,989,289 shares of Common Stock, which represents 1.2% of the issued and outstanding Common Stock as of June 29, 2024.

(ix)

As of the date hereof, Gund #11 may be deemed to beneficially own 3,147,450 shares of Common Stock, which represents 0.9% of the issued and outstanding Common Stock as of June 29, 2024.

(x)

As of the date hereof, Agnes #3 may be deemed to beneficially own 250 shares of Common Stock, which represents 0.0% of the issued and outstanding Common Stock as of June 29, 2024.

The calculated percentage is based on 342,287,795 shares of Common Stock outstanding as of June 29, 2024 as reported in the Quarterly Report on Form 10-Q of the Issuer for the period ended June 29, 2024.


CUSIP No. 487836108		13D		Page 15 of 18

(b)

(i)

Gordon has (A) sole power to vote or direct the vote of 19,546,089 shares of Common Stock, including the shares of Common Stock held by the Gordon Trusts, (B) shared power to vote or to direct the vote of 191,869 shares of Common Stock, (C) sole power to dispose or to direct the disposition of 0 shares of Common Stock and (D) shared power to dispose or to direct the disposition of 191,869 shares of Common Stock.

(ii)

Gund #7 has (A) sole power to vote or direct the vote of 0 shares of Common Stock, (B) shared power to vote or to direct the vote of 0 shares of Common Stock, (C) sole power to dispose or to direct the disposition of 0 shares of Common Stock and (D) shared power to dispose or to direct the disposition of 0 shares of Common Stock. Gordon has sole voting power with respect to shares of Common Stock held of record by Gund #7.

(iii)

Gund #8 A has (A) sole power to vote or direct the vote of 0 shares of Common Stock, (B) shared power to vote or to direct the vote of 0 shares of Common Stock, (C) sole power to dispose or to direct the disposition of 0 shares of Common Stock and (D) shared power to dispose or to direct the disposition of 0 shares of Common Stock. Gordon has sole voting power with respect to shares of Common Stock held of record by Gund #8 A.

(iv)

Gund #8 B has (A) sole power to vote or direct the vote of 0 shares of Common Stock, (B) shared power to vote or to direct the vote of 0 shares of Common Stock, (C) sole power to dispose or to direct the disposition of 0 shares of Common Stock and (D) shared power to dispose or to direct the disposition of 0 shares of Common Stock. Gordon has sole voting power with respect to shares of Common Stock held of record by Gund #8 B.

(v)

Gund #8 C has (A) sole power to vote or direct the vote of 0 shares of Common Stock, (B) shared power to vote or to direct the vote of 0 shares of Common Stock, (C) sole power to dispose or to direct the disposition of 0 shares of Common Stock and (D) shared power to dispose or to direct the disposition of 0 shares of Common Stock. Gordon has sole voting power with respect to shares of Common Stock held of record by Gund #8 C.

(vi)

Gund #8 D has (A) sole power to vote or direct the vote of 0 shares of Common Stock, (B) shared power to vote or to direct the vote of 0 shares of Common Stock, (C) sole power to dispose or to direct the disposition of 0 shares of Common Stock and (D) shared power to dispose or to direct the disposition of 0 shares of Common Stock. Gordon has sole voting power with respect to shares of Common Stock held of record by Gund #8 D.

(vii)

Gund #9 has (A) sole power to vote or direct the vote of 0 shares of Common Stock, (B) shared power to vote or to direct the vote of 0 shares of Common Stock, (C) sole power to dispose or to direct the disposition of 0 shares of Common Stock and (D) shared power to dispose or to direct the disposition of 0 shares of Common Stock. Gordon has sole voting power with respect to shares of Common Stock held of record by Gund #9.

(viii)

Gund #10 has (A) sole power to vote or direct the vote of 0 shares of Common Stock, (B) shared power to vote or to direct the vote of 0 shares of Common Stock, (C) sole power to dispose or to direct the disposition of 0 shares of Common Stock and (D) shared power to dispose or to direct the disposition of 0 shares of Common Stock. Gordon has sole voting power with respect to shares of Common Stock held of record by Gund #10.

(ix)

Gund #11 has (A) sole power to vote or direct the vote of 0 shares of Common Stock, (B) shared power to vote or to direct the vote of 0 shares of Common Stock, (C) sole power to dispose or to direct the disposition of 0 shares of Common Stock and (D) shared power to dispose or to direct the disposition of 0 shares of Common Stock. Gordon has sole voting power with respect to shares of Common Stock held of record by Gund #11.

(x)

Agnes #3 has (A) sole power to vote or direct the vote of 0 shares of Common Stock, (B) shared power to vote or to direct the vote of 0 shares of Common Stock, (C) sole power to dispose or to direct the disposition of 0 shares of Common Stock and (D) shared power to dispose or to direct the disposition of 0 shares of Common Stock. Agnes Gund has sole voting power with respect to shares of Common Stock held of record by Agnes #3.


CUSIP No. 487836108		13D		Page 16 of 18

(c) On July 16, 2024, George Gund fbo Louise Laidlaw Gund #12 dated 12-11-43, one of the Other Trusts which Gordon may be deemed to have beneficial ownership of because he has sole voting power with respect to shares of Common Stock held by such trust, sold 17,800 shares of Common Stock at $56.99 per share. The transaction was effected in the open market through a broker.

Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transactions in Common Stock in the 60 days preceding the date hereof.

(d) KeyBank National Association, as trustee of the Gund Trusts and certain other trusts for the benefit of certain members of the Gund family, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Reporting Persons’ Common Stock which represents more than five percent of the class of securities.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The responses to Item 4 of this Schedule 13D are incorporated herein by reference.

Gund #9 entered into loan agreements with KeyBank National Association, as lender (the “Loan Agreements”). Pursuant to the Loan Agreements, Gund #9 received a demand line of credit of $15 million of which approximately $14.9 million is outstanding as of the date hereof. As collateral for the loan, the lender has a blanket lien on all assets held by Gund #9, excluding the shares of Common Stock held by Gund #9 because they are subject to transfer restrictions under the Voting Agreement.

On August 20, 2024, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is filed as Exhibit 99.2 to this Schedule 13D and is incorporated by reference herein.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1

Voting Agreement, dated as of August 13, 2024, between George Gund fbo George Gund III #7 dated 12-31-40, George Gund fbo Agnes Gund #8 Fund A dated 12-31-40, George Gund fbo Agnes Gund #8 Fund B dated 12-31-40, George Gund fbo Agnes Gund #8 Fund C dated 12-31-40, George Gund fbo Agnes Gund #8 Fund D dated 12-31-40, George Gund fbo Gordon Gund #9 dated 12-31-40, George Gund fbo Graham De C Gund #10 dated 12-31-40, George Gund fbo Geoffrey De C Gund #11 dated 6-8-42, Agnes Gund #3 dated 11-21-68 and Acquiror 10VB8, LLC.

Exhibit 99.2

Joint Filing Agreement, dated as of August 20, 2024, between Gordon Gund, George Gund fbo George Gund III #7 dated 12-31-40, George Gund fbo Agnes Gund #8 Fund A dated 12-31-40, George Gund fbo Agnes Gund #8 Fund B dated 12-31-40, George Gund fbo Agnes Gund #8 Fund C dated 12-31-40, George Gund fbo Agnes Gund #8 Fund D dated 12-31-40, George Gund fbo Gordon Gund #9 dated 12-31-40, George Gund fbo Graham De C Gund #10 dated 12-31-40, George Gund fbo Geoffrey De C Gund #11 dated 6-8-42 and Agnes Gund #3 dated 11-21-68.


CUSIP No. 487836108		13D		Page 17 of 18

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 20, 2024


/s/ Gordon Gund
Gordon Gund

George Gund fbo George Gund III #7 dated 12-31-40

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

George Gund fbo Agnes Gund #8 Fund A dated 12-31-40

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

George Gund fbo Agnes Gund #8 Fund B dated 12-31-40

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

George Gund fbo Agnes Gund #8 Fund C dated 12-31-40

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP


CUSIP No. 487836108		13D		Page 18 of 18


George Gund fbo Agnes Gund #8 Fund D dated 12-31-40

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

George Gund fbo Gordon Gund #9 dated 12-31-40

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

George Gund fbo Graham De C Gund #10 dated 12-31-40

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

George Gund fbo Geoffrey De C Gund #11 dated 6-8-42

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

Agnes Gund #3 dated 11-21-68

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

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 stockholder of Kellanova, a Delaware corporation (the “Company”). Despite any provision to the contrary, any Stockholder representations and assertions under this Voting Agreement shall be construed to solely refer to a stockholder that is a trustee bound to a trustee/beneficiary relationship and not a stockholder that is a corporation or individual.

WHEREAS, as of the date hereof, the Stockholder is the record or “beneficial” owner (as defined in Rule 13d-3 under the U.S. Securities Exchange Act of 1934 (as amended, and the rules promulgated thereunder the “Exchange Act”)) of the number of shares of public common stock of the Company, par value $0.25 per share (“Company Shares”), as set forth opposite such Stockholder’s name on Exhibit A;

WHEREAS, concurrently with the execution and delivery of this Agreement, Acquiror, Merger Sub 10VB8, LLC, a Delaware limited liability company and direct or indirect, wholly owned subsidiary of Acquiror (“Merger Sub”), Mars, Incorporated, a Delaware corporation (for the purposes of specific sections only), and the Company, have entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, among other things, upon the terms and subject to the conditions thereof, at the Effective Time, Merger Sub will merge with and into the Company with the Company surviving the merger (the “Merger”);

WHEREAS, the affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, is a condition to the consummation of the Merger;

WHEREAS, as of the date hereof and subject to the terms and conditions herein, the Stockholder has determined to vote in favor of the Merger and the other transactions contemplated in the Merger Agreement and in furtherance thereof has agreed to enter into this Agreement; and

WHEREAS, in order to induce Acquiror to enter into the Merger Agreement, Acquiror has requested Stockholder, and Stockholder has agreed, to enter into this Agreement with respect to all Company Shares, now or hereafter “beneficially owned” by Stockholder.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

ARTICLE 1

VOTING AGREEMENT; GRANT OF PROXY

Section 1.01 Voting Agreement. From the date hereof until the termination of this Agreement in accordance with Section 5.03, Stockholder shall (x) appear at each meeting (whether annual or special and each adjourned or postponed meeting and including the Company Special Meeting) of the stockholders of the Company concerning proposals related to the Merger, Merger Agreement, any Company Takeover Proposal or any other transaction contemplated by the Merger Agreement or at which any matter set forth in this Section 1.01 is being considered, however called, or otherwise cause all of the Company Shares owned (whether beneficially or of record) at such time by Stockholder to be counted as present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any, and (y) vote or cause to be voted (including by proxy or written consent, if applicable, with respect to) all Company Shares (including any New Company Shares (as defined below), as applicable) owned (whether beneficially or of record) at such time by Stockholder:

(a) with respect to each meeting at which a vote of Stockholder on the Merger is requested (a “Merger Proposal”), in favor of such Merger Proposal (and, in the event that such Merger Proposal is presented as more than one proposal, in favor of each proposal that is part of such Merger Proposal), and in favor of any other transactions or matters expressly contemplated by the Merger Agreement;

(b) against any Company Takeover Proposal, without regard to the terms of such Company Takeover Proposal, or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions or matters contemplated by the Merger Agreement;

(c) against any other action, agreement or transaction that is intended, or that would or would reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions expressly contemplated by the Merger Agreement or the performance by Stockholder of his, her or its obligations under this Agreement;

(d) against any action, proposal, transaction or agreement that would or would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Stockholder contained in this Agreement; and

(e) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement, including the Merger (clauses (a) through (e) of this Section 1.01, the “Required Votes”).

Section 1.02 Solicitation. Without limiting the generality of Section 5.15, Stockholder further agrees that, until the termination of this Agreement, Stockholder will not (a) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in connection with either any proposal to approve the Merger Agreement and the

Merger or any Company Takeover Proposal, (b) initiate a stockholders’ vote with respect to a Company Takeover Proposal or (c) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to a Company Takeover Proposal.

Section 1.03 Irrevocable Proxy. Stockholder hereby revokes any and all previous proxies granted by Stockholder with respect to Company Shares owned (whether beneficially or of record) by it as of the date of this Agreement. By entering into this Agreement, Stockholder hereby irrevocably grants to, and appoints, Acquiror and any designee of Acquiror (determined in Acquiror’s sole discretion) as Stockholder’s attorney-in-fact and proxy, with full power of substitution and resubstitution, for and in Stockholder’s name, to vote, or cause to be voted (including by proxy or written consent, if applicable) (until the termination of this Agreement in accordance with Section 5.03) any Company Shares owned (whether beneficially or of record) by Stockholder solely to the extent, and in the manner, expressly set forth with respect to the Required Votes in Section 1.01. The proxy granted by Stockholder pursuant to this Section 1.03, except upon the termination of this Agreement in accordance with Section 5.03, is irrevocable and is granted in consideration of the Acquiror entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. Stockholder hereby affirms that such irrevocable proxy is coupled with an interest by reason of the Merger Agreement and, except upon the termination of this Agreement in accordance with Section 5.03, is intended to be irrevocable. Each Stockholder agrees, subject to this Section 1.03 and unless and until this Agreement is terminated in accordance with Section 5.03, to vote its Company Shares (including any New Company Shares) in accordance with Section 1.01(a) through Section 1.01(e) above. The parties agree that the foregoing is a voting agreement.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Stockholder represents and warrants to Acquiror that:

Section 2.01 Authorization.

(a) Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to perform his, her or its covenants and other obligations hereunder. The execution and delivery of this Agreement by Stockholder, the performance by Stockholder of his, her or its covenants and obligations hereunder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Stockholder (to the extent Stockholder is not a natural person), and no additional proceedings or actions on the part of Stockholder are necessary to authorize the execution and delivery of this Agreement, the performance by Stockholder of his, her or its covenants or other obligations hereunder, or the consummation of the transactions contemplated hereby.

(b) This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery by Acquiror, constitutes a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally and by general principles of equity. No consent of Stockholder’s spouse (if Stockholder is a natural person) is necessary under any community property or other applicable Laws for Stockholder to enter into, and perform, his or her obligations under this Agreement.

Section 2.02 Non-Contravention. The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate any Law, (ii) require any consent or other action by any person under any provision of any agreement or other instrument binding on Stockholder or (iii) result in the creation of any Lien upon the Company Shares.

Section 2.03 Actions and Proceedings. As of the date hereof, there are no (a) Legal Proceedings pending or, to the knowledge of Stockholder, threatened against Stockholder or (b) material orders, writs, judgments, injunctions, decrees or awards of any kind or nature that, in the case of either clause (a) or (b), would prevent, seek to prevent or materially delay, hinder or impair the exercise by Acquiror of its rights under this Agreement or the ability of Stockholder to fully perform his, her or its covenants and obligations pursuant to this Agreement.

Section 2.04 No Inconsistent Agreements. Except for this Agreement, Stockholder has not:

(a) granted any proxies or powers of attorney, or any other authorization or consent with respect to any or all of his, her or its Company Shares with respect to the matters set forth in Section 1.01; or

(b) deposited any of his, her or its Company Shares into a separate voting trust or entered into a voting agreement with respect to any of his, her or its Company Shares (or any other agreement or arrangement with respect to the voting of such Company Shares).

Section 2.05 Ownership. As of the date hereof, (a) Stockholder owns (whether beneficially or of record) those Company Shares set forth opposite Stockholder’s name on Exhibit A. Stockholder is the sole beneficial owner and has (and, other than in connection with Transfers (as defined below) to Permitted Transferees (as defined below) in accordance with the terms hereof), will have at all times through the Closing) sole beneficial ownership, sole voting power (including the right to control such vote as contemplated herein), sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article 1 hereof, and sole power to agree to all of the matters set forth in this Agreement, free and clear of any adverse claim or other Liens (other than such Liens created by this Agreement, Liens applicable to the Company Shares that may exist pursuant to securities Laws, under the Company’s organizational documents, customary Liens pursuant to the terms of any custody or similar agreement applicable to the Company Shares held in brokerage accounts or Liens listed on Exhibit B (collectively, “Permitted Liens”)), (b) no person other than Stockholder has any right to direct or approve the voting or disposition of any of the Company Shares, and (c) Stockholder has not entered into any contract, option or other arrangement or understanding with respect to the direct or indirect Transfer (as defined below) with respect to any of the Company Shares owned (whether beneficially or of record) by Stockholder.

Section 2.06 Broker Fees. There is no investment banker, broker, finder, agent or other Person that has been retained by or is authorized to act on behalf of Stockholder who is entitled to any financial advisor’s, brokerage, finder’s or other fee or commission in connection with this Agreement.

Section 2.07 Acknowledgement. Stockholder understands and acknowledges that Acquiror is entering into the Merger Agreement in reliance upon Stockholder’s execution, delivery and performance of this Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR

Acquiror represents and warrants to Stockholder that:

Section 3.01 Authorization.

(a) Acquiror has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by Acquiror has been duly authorized by all necessary corporate action on the part of Acquiror, and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby.

(b) This Agreement has been duly executed and delivered by Acquiror and, assuming the due authorization, execution and delivery by Stockholder, constitutes a legal, valid and binding obligation of Acquiror, enforceable against it in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally and by general principles of equity.

Section 3.02 Non-Contravention. The execution, delivery and performance by Acquiror of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate any Law, (ii) require any consent or other action by any person under any provision of any agreement or other instrument binding on the Acquiror or (iii) result in the creation of any Lien upon any of the properties or assets of Acquiror.

Section 3.03 Actions and Proceedings. As of the date hereof, there are no (a) Legal Proceedings pending or, to the knowledge of the Acquiror, threatened against Acquiror or any of its Affiliates or (b) material orders, writs, judgments, injunctions, decrees or awards of any kind or nature that, in the case of either clause (a) or (b), would prevent, seek to prevent or materially delay, hinder or impair the exercise by Stockholder of its rights under this Agreement or the ability of Acquiror to fully perform its covenants and obligations pursuant to this Agreement.

ARTICLE 4

COVENANTS OF STOCKHOLDER

Stockholder hereby covenants and agrees that:

Section 4.01 No Proxies for or Encumbrances on Company Shares. Stockholder shall not, without the prior written consent of Acquiror, directly or indirectly, (i) grant any proxies, consents or powers of attorney or enter into any voting trust or other agreement or arrangement with respect to the voting of any Company Shares or deposit any Company Shares in a voting trust, or (ii) create or permit to exist any Lien (other than Permitted Liens), or take or agree to take any other action, that would or would reasonably be expected to prevent Stockholder from voting the Company Shares owned (whether beneficially or of record) by it in accordance with this Agreement or from complying in all material respects with the other obligations under this Agreement.

Section 4.02 No Transfer of Company Shares.

(a) During the period beginning on the date hereof and ending as of the termination of this Agreement in accordance with Section 5.03, except as consented to in advance in writing by Acquiror, Stockholder agrees not to, directly or indirectly, sell, transfer, assign, tender in any tender or exchange offer, pledge, hypothecate, exchange or otherwise dispose of (including by merger, special purpose business combination, consolidation, testamentary disposition, operation of law or otherwise), either voluntarily or involuntarily (“Transfer”) the Company Shares or any New Company Shares, other than to a Permitted Transferee (as defined below), or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect Transfer of, any Company Shares or New Company Shares; provided, that, a Transfer may be made to a Permitted Transferee only if (i) such Permitted Transferee agrees in writing to be bound by the terms of this Agreement as if they were a party hereto; (ii) such written instrument expressly provides Acquiror with the ability to enforce the obligations of Stockholder and the Permitted Transferee with respect to the Company Shares, including causing such Company Shares to vote in accordance with the Required Votes; and (iii) prompt notice of such Transfer to such Permitted Transferee is delivered to Acquiror pursuant to Section 5.04.

(b) From and after the date of this Agreement through the term of this Agreement, Stockholder agrees not to request the Company to register or otherwise recognize the transfer (book-entry or otherwise) of any Company Shares or any certificate or uncertificated interest representing any of Stockholder’s Company Shares, except as permitted by, and in accordance with, this Agreement.

(d) A “Permitted Transferee” means, with respect to Stockholder, (i) to any person by will or the laws of intestacy, (ii) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild of the spouse of any child, adopted child, grandchild or adopted grandchild of Stockholder (if Stockholder is a natural person), (iii) any trust, the beneficiaries of

which include only the beneficiaries identified in the trusts listed in Exhibit A and his or her family members (including the persons named in clause (ii)) (if Stockholder is a natural person), (iv) any partnership or limited liability company, all partners or members of which include only Stockholder and his or her family members (including the persons named in clause (ii)) and any trust named in clause (iii) (if Stockholder is a natural person), (v) if Stockholder is an entity, any of its partners (including limited or general partners), members, stockholders and affiliates in connection with a pro rata distribution of such Company Shares (including any New Company Shares), (vi) an entity qualified as a 501(c)(3) charitable organization, in connection with a bona fide gift or gifts thereto, (vii) in the event that Stockholder is a natural person, to any person by operation of law pursuant to a qualified domestic order, divorce settlement, divorce decree or similar separation agreement and (viii) any trust resulting from the trust division, split, merger or modification of the trusts identified in Exhibit A. For the avoidance of doubt, a Permitted Transferee may Transfer Company Shares to its own Permitted Transferees in accordance with the terms and subject to the conditions of this Section 4.02.

Section 4.03 Additional Company Shares. Stockholder agrees that any Company Shares (or other voting securities of the Company or any other securities exchangeable for, or convertible into, any voting securities of the Company) that Stockholder purchases or with respect to which Stockholder otherwise acquires record or beneficial ownership after the date of this Agreement and prior to the termination of this Agreement (“New Company Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as the Company Shares currently owned by Stockholder (it being understood, for the avoidance of doubt, that any such New Company Shares shall be subject to the terms of this Agreement as though owned by Stockholder on the date hereof, and the representations and warranties in Article 2 above shall be true and correct as of the date that beneficial ownership of such New Company Shares is acquired).

Section 4.04 No Solicitation. Stockholder hereby agrees that, during the term of this Agreement, Stockholder shall not take any action, in his, her or its capacity as a stockholder of the Company, that the Company otherwise is then-prohibited from taking under Section 6.3 of the Merger Agreement. Notwithstanding anything to the contrary in this Agreement, without limiting the generality of Section 5.15 hereof, to the extent the Company is permitted to take certain actions set forth in Section 6.3 of the Merger Agreement with respect to a Company Takeover Proposal, Stockholder in his or her capacity as an officer or director of the Company, if Stockholder is an officer or director, will be free to participate in any discussions or negotiations regarding such actions in accordance with and subject to the provisions of the Merger Agreement.

Section 4.05 Disclosure. Stockholder hereby consents to and authorizes the publication and disclosure by Acquiror and the Company in the Proxy Statement or other disclosure document required by applicable Law to be filed with the SEC or other Governmental Entity in connection with this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, of Stockholder’s identity and ownership, this Agreement and the nature of Stockholder’s commitments, arrangements and understandings pursuant to this Agreement and such other information required in connection with such disclosure; provided, that Acquiror shall (with respect to any of its disclosures) give Stockholder and his legal counsel a reasonable opportunity to review and comment on such disclosures prior to any such disclosures being made public (provided, that by executing this Agreement, Stockholder hereby consents to the filing of this Agreement by the Company in the Proxy Statement or other disclosure document required by

applicable Law to be filed with the SEC or other Governmental Entity in connection with this Agreement, the Merger Agreement or the transactions contemplated hereby). As promptly as practicable after obtaining actual knowledge thereof, Stockholder shall notify the Acquiror and the Company of any required corrections with respect to such information previously supplied by Stockholder to Acquiror or the Company hereunder, if and to the extent that any such information shall have become false or misleading in any material respect.

Section 4.06 Appraisal and Dissenter’s Rights. Stockholder hereby irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Stockholder may have with respect to the Company Shares or New Company Shares.

Section 4.07 Share Dividends, etc. In the event of a stock split, stock dividend or distribution, or any split-up, reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, in each case affecting the Company Shares, the terms “Company Shares” and “New Company Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

ARTICLE 5

MISCELLANEOUS

Section 5.01 Definitional and Interpretative Provisions.

(a) Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.

(b) For the purposes of this Agreement, (i) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term; (ii) references to the terms Article, Section, paragraph and Exhibits are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified; (iii) the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context otherwise requires; (iv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (v) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (vi) unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive; (vii) the word “since” when used in this Agreement in reference to a date shall be deemed to be inclusive of such date; (viii) references to “written” or “in writing” include in electronic form; (ix) provisions shall apply, when appropriate, to successive events and transactions; (x) a reference to any person includes such person’s successors and permitted assigns; (xi) references to “$” shall mean U.S. dollars; (xii) any reference to “days” means calendar days unless Business Days are expressly specified; (xiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such

period shall be excluded; if the day at the end of the period is not a Business Day, then such period shall end on the close of the next immediately following Business Day; (xiv) references in this Agreement to specific Laws or to specific provisions of Laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein or in any agreement or instrument referred to herein shall mean such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes; and (xv) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. Each of the parties hereto has participated in the negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions of this Agreement.

(c) For purposes of this Agreement, the term “beneficially owned” (and correlative terms) has the meaning ascribed to it in Rule 13d-3 adopted by the SEC under the Exchange Act.

Section 5.02 Further Assurances. Acquiror and Stockholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law, to consummate and make effective the transactions contemplated by this Agreement.

Section 5.03 Amendments; Termination. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement and by the Company, or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate upon the earliest to occur of (i) the termination of the Merger Agreement, (ii) any amendment of (or waiver with respect to) the Merger Agreement (as in effect as of the Effective Date) that has the effect of reducing the per share Merger Consideration, (iii) an Adverse Recommendation Change, (iv) the mutual written consent of Acquiror and Stockholder and (v) the receipt of the Company Stockholder Approval; provided, that, notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve any party hereto of liability for any breach prior to such termination. Subject to the foregoing, upon any termination of this Agreement, this Agreement shall thereupon become void and of no further force and effect, and there shall be no liability in respect of this Agreement or of any transactions contemplated hereby on the part of any party hereto. Notwithstanding the preceding sentence, Article 5 of this Agreement (except for Section 5.02) shall survive any termination of this Agreement. The representations, warranties and covenants of Stockholder contained herein shall not survive the termination of this Agreement.

Section 5.04 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given if delivered to Acquiror in accordance with Section 9.7 of the Merger Agreement and to Stockholder at its address set forth in Exhibit A attached hereto (or at such other address for a party as shall be specified by like notice). Stockholder shall be required to give Acquiror prompt (and in any event within 24 hours) written notice of any breaches of any representation, warranty, covenant or agreement of Stockholder set forth in this Agreement that would prevent or delay the performance by Stockholder of its obligations under this Agreement in any material respect.

Section 5.05 Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 5.06 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, that no party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that Acquiror may transfer or assign its rights and obligations to any Affiliate of Acquiror.

Section 5.07 Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable conflicts of law principles. Each of Acquiror and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto (a) consents to submit himself, herself or itself to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, solely if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware (the “Chosen Courts”), with respect to any dispute arising out of, relating to or in connection with this Agreement or any of the actions contemplated hereby, (b) agrees that he, she or it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, and (c) agrees that he, she or it will not bring any action arising out of, relating to or in connection with this Agreement or any actions contemplated by this Agreement in any court other than any such Chosen Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any claim, action, suit, litigation, arbitration, proceeding or governmental or administrative investigation, audit, inquiry or action (“Legal Proceeding”) arising out of this Agreement or the transactions contemplated hereby in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such Chosen Court that any such Legal Proceeding brought in any such Chosen Court has been brought in an inconvenient forum. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses in accordance with Section 5.04 shall be effective service of process for any proceeding arising out of, relating to or in connection with this Agreement or the actions contemplated hereby.

Section 5.08 Waiver of Jury Trial. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE ACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD

NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION AND IN SECTION 5.07.

Section 5.09 Counterparts; Effectiveness. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other party hereto, it being understood that all parties hereto need not sign the same counterpart.

Section 5.10 Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

Section 5.11 Remedies.

(a) Generally. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party hereto will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy.

(b) Specific Performance. The parties hereto hereby agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the parties hereto acknowledge and hereby agree that in the event of any breach or threatened breach by Stockholder, on the one hand, or Acquiror, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, Stockholder, on the one hand, and Acquiror, on the other hand, shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement.

Section 5.12 Entire Agreement. This Agreement, the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, and to the extent referenced herein, the Merger Agreement, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

Section 5.13 No Third-Party Beneficiaries. Each of Acquiror and Stockholder agrees that (a) his, her or its respective representations, warranties, covenants and agreements set forth herein are solely for the benefit of the other party hereto in accordance with and subject to the terms of this Agreement and (b) this Agreement is not intended to, and shall not, confer upon any other person any rights or remedies hereunder; provided, however, that the Company is an express third party beneficiary of this Agreement, and is entitled to directly enforce the provisions hereof (including Section 5.03) and to remedies hereunder.

Section 5.14 Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Acquiror any direct or indirect ownership or incidence of ownership of or with respect to any Company Shares beneficially owned by Stockholder. All rights, ownership and economic benefits of and relating to such Company Shares shall remain vested in and belong to Stockholder, and the Acquiror shall not have any authority to direct Stockholder in the voting or disposition of such Company Shares except as otherwise provided herein.

Section 5.15 Capacity. Stockholder is entering into this Agreement solely in his, her or its capacity as the record holder or beneficial owner of the Company Shares and nothing herein shall limit, restrict or otherwise affect any actions taken by Stockholder in his or her capacity as director, officer or employee of the Company (if applicable) (including from acting in such capacity or voting in such capacity in his or her sole discretion on any matter, including causing the Company or any of its Subsidiaries to exercise rights under the Merger Agreement (in accordance with the terms thereof)), and no such actions or omissions shall be deemed a breach of this Agreement. Furthermore, nothing in this Agreement shall be construed to prohibit, limit or restrict Stockholder, in his or her capacity as a director or officer of the Company or any of its Subsidiaries (if applicable), from exercising Stockholder’s fiduciary duties as a director or officer of the Company or any of its Subsidiaries, in each cash, however, in accordance with the applicable terms of the Merger Agreement.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


ACQUIROR 10VB8, LLC

By:		/s/ Peter Seka
		Name: Peter Seka
		Title: Authorized Signatory

By:		/s/ Jean-Christophe Roux
		Name: Jean-Christophe Roux
		Title: Authorized Signatory

[Signature Page to Voting Agreement]



KeyBank National Association solely in its capacity as Trustee of the trusts set forth in Exhibit A and not in its individual corporate capacity

By:		/s/ William Nottage
		Name: William Nottage
		Title: Family Wealth Office Director; SVP

[Signature Page to Voting Agreement]

Exhibit A

Stockholder Information


Stockholder	Company Shares		Notice Address
KeyBank National Association, Successor Trustee u/a/w George Gund fbo George Gund III #7 dated 12-31-40		1,497,000
KeyBank National Association, Successor Trustee u/a/w George Gund fbo Agnes Gund #8 Fund A dated 12-31-40		285,674		[***]
KeyBank National Association, Successor Trustee u/a/w George Gund fbo Agnes Gund #8 Fund B dated 12-31-40		285,674
KeyBank National Association, Successor Trustee u/a/w George Gund fbo Agnes Gund #8 Fund C dated 12-31-40		285,674
KeyBank National Association, Successor Trustee u/a/w George Gund fbo Agnes Gund #8 Fund D dated 12-31-40		285,674
KeyBank National Association, Successor Trustee u/a/w George Gund fbo Gordon Gund #9 dated 12-31-40		8,550,633
KeyBank National Association, Successor Trustee u/a/w George Gund fbo Graham De C Gund #10 dated 12-31-40		3,989,289
KeyBank National Association, Successor Trustee u/a/w George Gund fbo Geoffrey De C Gund #11 dated 6-8-42		3,147,450
KeyBank National Association, Trustee u/a/w Agnes Gund #3 dated 11-21-68		250,000

TOTAL:		18,577,068

Exhibit B

Permitted Liens

[***]

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, formerly known as Kellogg Company, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of August 20, 2024.


/s/ Gordon Gund
Gordon Gund

George Gund fbo George Gund III #7 dated 12-31-40

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

George Gund fbo Agnes Gund #8 Fund A dated 12-31-40

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

George Gund fbo Agnes Gund #8 Fund B dated 12-31-40

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP


George Gund fbo Agnes Gund #8 Fund C dated 12-31-40

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

George Gund fbo Agnes Gund #8 Fund D dated 12-31-40

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

George Gund fbo Gordon Gund #9 dated 12-31-40

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

George Gund fbo Graham De C Gund #10 dated 12-31-40

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

George Gund fbo Geoffrey De C Gund #11 dated 6-8-42

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

Agnes Gund #3 dated 11-21-68

By: KeyBank National Association, its Trustee

By:		/s/ William Nottage
Name: William Nottage
Title: Family Wealth Office Director; SVP

-2-

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

19,546,089

SHARED VOTING POWER

191,869

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

191,869