The Odp Corp SEC Filings

The ODP Corporation reported that the Hart-Scott-Rodino antitrust waiting period for its pending merger with ACR Ocean Resources LLC’s affiliate expired at 11:59 p.m. ET on November 6, 2025. This regulatory milestone allows the transaction to proceed past U.S. antitrust review.

The merger would combine ODP with an affiliate of Atlas Holdings LLC, with ODP surviving as a wholly owned subsidiary. Closing still requires adoption of the Merger Agreement by holders of a majority of ODP’s outstanding common stock entitled to vote, along with other customary conditions.

ODP also highlighted standard forward‑looking risk factors, including potential litigation, business disruptions during the process, and the possibility of termination under certain circumstances, directing investors to the definitive proxy statement filed on October 27, 2025 for additional details.

The ODP Corporation filed its Q3 2025 10‑Q and announced a pending sale. The company entered a definitive agreement on September 22, 2025 to be acquired by an affiliate of Atlas Holdings for $28.00 per share in cash, subject to stockholder and regulatory approvals. ODP recorded $8 million of transaction expenses in the quarter related to the deal.

Operations softened year over year. Sales were $1,625 million (vs. $1,780 million), operating income was $34 million (vs. $102 million), and net income from continuing operations was $23 million (vs. $68 million), or $0.72 diluted EPS. Year‑to‑date, sales were $4,911 million (vs. $5,367 million) with a $(6) million loss from continuing operations.

Liquidity improved despite lower sales: cash from operations was $163 million year‑to‑date; cash and equivalents were $182 million, and long‑term debt declined to $141 million (from $270 million). ODP advanced its Optimize for Growth restructuring, closing 12 retail stores in Q3 (44 year‑to‑date) and one distribution facility, with total cash restructuring costs estimated at $185–$230 million through 2028. As of October 29, 2025, shares outstanding were 30,117,856.

The ODP Corporation filed an 8-K announcing it furnished its earnings release for the third quarter ended September 27, 2025. The earnings release is included as Exhibit 99.1 and was made available on November 5, 2025.

The disclosure under Item 2.02 is furnished and not deemed filed under Section 18 of the Exchange Act, and it is not incorporated by reference into other filings unless specifically referenced.

The ODP Corporation called a special virtual meeting on December 5, 2025 to ask stockholders to adopt its merger agreement with ACR Ocean Resources LLC. If completed, holders of ODP common stock will receive $28.00 in cash per share, a premium of approximately 34.5% to the $20.82 close on September 19, 2025. Merger Sub will merge into ODP, which will survive as a wholly owned subsidiary of Parent.

The ODP Board unanimously determined the merger is advisable and fair and recommends voting FOR. Approval requires a majority of the outstanding shares as of the October 21, 2025 record date. There were 30,117,856 shares outstanding on that date. Stockholders who do not vote for the merger may seek appraisal under DGCL Section 262. Parent affiliates have committed up to $975,000,000 to fund the transaction, and there is no financing condition. HSR filings were made effective October 7, 2025; absent early termination or a second request, the waiting period expires November 6, 2025. If the merger closes, ODP’s stock will be delisted and deregistered. Certain executive equity awards will be cashed out as described.

Dimensional Fund Advisors LP reported beneficial ownership of 1,860,319 shares of ODP Corp common stock, equal to 6.2% of the class. The filing states these shares are held on behalf of multiple registered funds and separate accounts that Dimensional advises or sub-advises, and Dimensional disclaims direct beneficial ownership.

The report shows sole voting power for 1,825,004 shares and sole dispositive power for 1,860,319 shares. The filing affirms the holdings were acquired in the ordinary course of business and not to influence control of the issuer.

The ODP Corporation and its merger counterparties executed an Agreement and Plan of Merger dated September 22, 2025 establishing how outstanding equity awards will be treated at the Effective Time. Non-employee director restricted stock units will convert into a cash award equal to the number of shares subject to the award multiplied by the Merger Consideration, plus any accrued dividends, and will remain subject to prior terms. Director RSU awards will fully vest and be payable in cash equal to shares times the Merger Consideration plus accrued dividends. Performance-based restricted stock units tied to relative total shareholder return (TSR) will vest based on actual performance through the Effective Time and be paid in cash equal to the vested share count times the Merger Consideration. Other performance-based RSUs will vest at deemed target-level performance and be paid in cash equal to shares at the Merger Consideration.

Adam Haggard, Co-CFO and SVP of ODP Corp (ODP) reported a change in beneficial ownership on 09/06/2025. The filing discloses that 2,448 shares of common stock were disposed at a price of $22.21 and that 24,714 shares remain beneficially owned following the transaction. The form states these 2,448 shares were withheld by the issuer to satisfy tax withholding obligations related to the vesting of restricted shares granted on 09/06/2024.

Max Hood, identified as Co-CFO and SVP of ODP Corp (ODP), reported a Form 4 transaction dated 09/06/2025. The filing shows a disposition (code F) of 2,448 shares of Common Stock at a price of $22.21 per share. The filing explains these shares were withheld by the issuer to satisfy tax withholding on the vesting of restricted shares originally granted on 09/06/2024. After the withholding, the reporting person beneficially owned 40,970 shares, held directly. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person on 09/09/2025. This disclosure documents a routine tax-related share withholding tied to equity compensation vesting.