On August 13, 2024, we entered into an Agreement and Plan of Merger with Acquiror 10VB8, LLC, a wholly owned subsidiary of Mars, Incorporated, pursuant to which Kellanova will merge with a subsidiary of Acquiror.

For PSU award payouts approved in 2024 and going forward, the C&T Committee aligned on applying a discretionary total shareholder return framework as a modifier in order to support our pay for performance connection to better align with Shareowner interests.

The Company established the "Kellanova Excise Tax Gross-Up Plan," to be effective as of the closing date of the Merger, the purpose of which is to help mitigate the impact of the excise tax imposed by Sections 280G and 4999 of the Code on certain affected employees with respect to certain compensation and benefits paid or provided in connection with the Merger.

We use peer groups to benchmark our compensation against comparable companies and for different components of our overall compensation program to ensure they are competitive and delivering compensation in line with performance.

The C&T Committee and management believe that by using the financial metrics of AIP Operating Profit, AIP Net Sales, and AIP Free Cash Flow, Kellanova is encouraging top-line growth, as well as profitable growth and cash generation for Shareowners.

The document primarily focuses on executive compensation and governance, with no detailed discussion of R&D investments, technological capabilities, or digital transformation efforts.

The Company utilized its three-year stock unit plan, referred to as the "Performance Stock Unit Plan" ("PSU Plan").

The Company continues its focus on equity, diversity and inclusion as an important enabler to its business. In 2024, the Company continued to make progress in creating and developing a culture of inclusion and belonging.

The document primarily focuses on executive compensation and governance, with no detailed discussion of macroeconomic conditions, geopolitical risks, industry trends, or regulatory environment.