KELLANOVA

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on August 13, 2024, Kellanova, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified in accordance with its terms, the “Merger Agreement”) by and among the Company, 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 (“Mars”). The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Acquiror. On March 4, 2025, Mars commenced consent solicitations (the “Consent Solicitations”) in respect of certain proposed amendments (the “Amendments”) to (i) the indenture, dated as of March 15, 2001 (as amended and supplemented, the “2001 Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to BNY Midwest Trust Company, as trustee (the “2001 Indenture Trustee”), governing the 7.45% Debentures due 2031 (the “2031 Notes”), (ii) the indenture, dated as of May 21, 2009 (as amended and supplemented, the “2009 Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2009 Indenture Trustee”), governing the 3.250% Senior Notes due 2026 (the “2026 Notes”), the 3.400% Senior Notes due 2027 (the “2027 Notes”), the 4.300% Senior Notes due 2028 (the “2028 Notes”), the 0.500% Senior Notes due 2029 (the “2029 Notes”), the 2.100% Senior Notes due 2030 (the “2030 Notes”), the 5.250% Senior Notes due 2033 (the “2033 Notes”) and the 4.500% Senior Debentures due 2046 (the “2046 Notes”) and (iii) the indenture, dated as of May 6, 2024 (as amended and supplemented, the “2024 Indenture” and, together with the 2001 Indenture and the 2009 Indenture, the “Existing Indentures”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “2024 Indenture Trustee” and, together with the 2001 Indenture Trustee and the 2009 Indenture Trustee, the “Trustees”), governing the 3.750% Senior Notes due 2034 (the “2034 Notes”) and the 5.750% Senior Notes due 2054 (the “2054 Notes” and, together with the 2031 Notes, the 2026 Notes, the 2027 Notes, the 2028 Notes, the 2029 Notes, the 2030 Notes, the 2033 Notes, the 2046 Notes and the 2034 Notes, the “Notes”). Following the consummation of the Merger and subject to the satisfaction or waiver of the conditions of each Consent Solicitation, Mars is expected to guarantee the prompt payment, when due, of any amount owed to the holders of the Notes issued under each of the Existing Indentures, and any other amounts due pursuant to such Existing Indentures (the “Offers to Guarantee” and such guarantee, the “Mars Guarantee”). The consummation of the Merger is not conditioned upon the completion of the Consent Solicitations and Offers to Guarantee or the implementation of the Amendments. The Consent Solicitations expired on March 11, 2025 (the “Expiration Date”). As of 5:00 p.m., New York City time on the Expiration Date, Mars was notified by the information and tabulation agent for the Consent Solicitations that it had received consents from, (i) with respect to the 2001 Indenture, the holders of at least a majority of the outstanding aggregate principal amount of the 2031 Notes, (ii) with respect to the 2009 Indenture, the holders of at least a majority of the outstanding principal amount of the 2026 Notes, the 2027 Notes, the 2028 Notes, the 2029 Notes, the 2030 Notes, the 2033 Notes and the 2046 Notes, voting as a single class, and (iii) with respect to the 2024 Indenture, the holders of at least a majority of the outstanding aggregate principal amount of the 2034 Notes and the 2054 Notes, voting as a single class, in each case (collectively, the “Requisite Consents”), to the Amendments and the execution and delivery of the applicable Supplemental Indenture (as defined below). As a result of the receipt of the Requisite Consents in each of the Consent Solicitations, on March 11, 2025, the Company, Mars and the applicable Trustee entered into (i) a Supplemental Indenture No. 2 to the 2001 Indenture (the “Supplemental 2001 Indenture”), (ii) a Supplemental Indenture No. 1 to the 2009 Indenture (the “Supplemental 2009 Indenture”) and (iii) a Supplemental Indenture No. 1 to the 2024 Indenture (the “Supplemental 2024 Indenture” and, together with the Supplemental 2001 Indenture and the Supplemental 2009 Indenture, the “Supplemental Indentures”). Each Supplemental Indenture will be effective upon execution, but the Amendments will not become operative and the Mars Guarantee will not be issued unless and until the Merger is consummated, which remains subject to customary closing conditions, including regulatory approvals. The Supplemental Indentures, when they become operative, will effect the Amendments, which will modify the covenants with respect to liens, sale and lease-back transactions, mergers and reporting, as well as the events of default and certain other provisions in the Existing Indentures, to be substantially consistent with the corresponding provisions contained in the indentures governing Mars’ outstanding senior notes and to provide for such provisions to be applicable at the Mars level instead of the Company. The Amendments will also provide for the ability to add guarantees and collateral to secure the Notes. Each Supplemental Indenture will also include a covenant by Mars to provide the Mars Guarantee following the consummation of the Merger. In particular, under the Amendments, Mars will make available annual and quarterly consolidated financial statements of Mars and its subsidiaries to holders of and bona fide prospective investors in the Notes through a password-protected or otherwise secured website maintained by Mars, subject to customary exceptions for denying access to any competitively-sensitive information to any holder or prospective investor that is a competitor or vendor (or any of their respective equity holders) of Mars and its subsidiaries. The foregoing descriptions of the Supplemental Indentures and the Amendments do not purport to be complete and are qualified in their entirety by reference to the Supplemental 2001 Indenture, the Supplemental 2009 Indenture and the Supplemental 2024 Indenture, copies of which are attached as Exhibit 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.