ODP Corporation (NASDAQ: ODP) agrees to merger with ACR Ocean Resources LLC

Rhea-AI Filing Summary

The ODP Corporation reported that it has signed an Agreement and Plan of Merger under which ACR Ocean Resources LLC will acquire the company. ACR’s wholly owned subsidiary, Vail Holdings 1, Inc., will merge with and into ODP, and ODP will continue as the surviving corporation and become a wholly owned subsidiary of ACR Ocean Resources LLC, subject to the terms and conditions of the merger agreement.

The transaction is not yet complete and remains subject to customary closing conditions, including required shareholder and regulatory approvals. ODP highlighted typical merger-related risks such as potential stock price volatility if the deal is not completed, possible litigation, business disruption, retention of key personnel, integration challenges, and the possibility of termination of the transaction, including scenarios where a termination fee could be payable.

Insights

M&A and corporate governance analyst

ODP agrees to a sale to ACR Ocean Resources LLC, but closing depends on shareholder and regulatory approvals.

The disclosure shows that The ODP Corporation has entered into a definitive merger agreement for an acquisition by ACR Ocean Resources LLC. Structurally, ACR’s subsidiary Vail Holdings 1, Inc. will merge into ODP, leaving ODP as the surviving company and a wholly owned subsidiary of ACR. This is a full change-of-control transaction, but economic terms such as consideration and valuation are not described in the excerpt.

The company lists a broad set of risks typical for leveraged or strategic takeovers, including the possibility that conditions to closing are not satisfied, that required shareholder and regulatory approvals are not obtained, or that events arise which allow termination of the deal, potentially with a termination fee. It also notes business risks during the pendency of the merger, such as management distraction, potential employee turnover, and adverse reactions from customers or partners.

For shareholders, the next key milestone highlighted is the planned filing of proxy materials. The company explains that one or more proxy statements will be filed with the SEC and mailed to stockholders, and urges investors to read those materials when available because they will contain detailed information about the transaction terms and the interests of directors and executive officers in the deal.

ODP Corp false 0000800240 0000800240 2025-09-22 2025-09-22

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 22, 2025

THE ODP CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware		1-10948		85-1457062
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6600 North Military Trail, Boca Raton, FL		33496
(Address of Principal Executive Offices)		(Zip Code)

(561) 438-4800

(Registrant’s Telephone Number, Including Area Code)

Former Name or Former Address, If Changed Since Last Report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on which Registered
Common Stock, par value $0.01 per share		ODP		The NASDAQ Stock Market (NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On September 22, 2025, The ODP Corporation, a Delaware corporation (the “Company”), issued a press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 22, 2025, by and among the Company, ACR Ocean Resources LLC, a Delaware limited liability company (“Parent”), and Vail Holdings 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information required to be reported on Form 8-K with respect to the Merger Agreement will be filed in a separate Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated as of September 22, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “hope,” “hopeful,” “likely,” “may,” “optimistic,” “possible,” “potential,” “preliminary,” “project,” “should,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others: (i) the completion of the proposed transaction on the anticipated terms and timing, (ii) the satisfaction of other conditions to the completion of the proposed transaction, including obtaining required shareholder and regulatory approvals; (iii) the risk that the Company’s stock price may fluctuate during the pendency of the proposed transaction and may decline if the proposed transaction is not completed; (iv) potential litigation relating to the proposed transaction that could be instituted against the Company or its directors, managers or officers, including the effects of any outcomes related thereto; (v) the risk that disruptions from the proposed transaction will harm the Company’s business, including current plans and operations, including during the pendency of the proposed transaction; (vi) the ability of the Company to retain and hire key personnel; (vii) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed transaction and integration matters; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (ix) legislative, regulatory and economic developments; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect the Company’s financial performance; (xi) certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management’s response to any of the aforementioned factors; (xiii) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) unexpected costs, liabilities or delays associated with the transaction; (xv) the response of competitors to the transaction; (xvi) the

occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring the Company to pay a termination fee; and (xvii) other risks set forth under the heading “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 28, 2024 and in our subsequent filings with the Securities and Exchange Commission. You should not rely upon forward-looking statements as predictions of future events. Our actual results could differ materially from the results described in or implied by such forward looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.

Additional Information and Where to Find It

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed acquisition of the Company by ACR Ocean Resources LLC. In connection with this proposed acquisition, the Company plans to file one or more proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement or other document that the Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE ODP CORPORATION ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of the Company. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s internet website at investor.theodpcorp.com or upon written request to: The ODP Corporation, Investor Relations, at 6600 North Military Trail Boca Raton, FL 33496 or by email at investor.relations@theodpcorp.com.

Participants in Solicitation

The Company, its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of The ODP Corporation is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on March 20, 2025. To the extent that holdings of The ODP Corporation’s securities by its directors or executive officers have changed since the amounts set forth in The ODP Corporation’s proxy statement for its 2025 annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				THE ODP CORPORATION
Date: September 22, 2025				By:		/s/ Sarah E. Hlavinka
						Sarah E. Hlavinka
						EVP, Chief Legal Officer and Corporate Secretary

FAQ

What major transaction did The ODP Corporation (ODP) announce?

The ODP Corporation announced it has executed an Agreement and Plan of Merger with ACR Ocean Resources LLC. ACR’s wholly owned subsidiary, Vail Holdings 1, Inc., will merge with and into ODP, and ODP will continue as the surviving corporation and become a wholly owned subsidiary of ACR Ocean Resources LLC, subject to the conditions in the merger agreement.

Is the acquisition of ODP by ACR Ocean Resources LLC already completed?

No. The disclosure states that the merger will occur on the terms and subject to the conditions set forth in the Merger Agreement. Completion still depends on satisfying closing conditions, which include obtaining required shareholder and regulatory approvals and avoiding events that could lead to termination of the proposed transaction.

What risks related to the proposed ODP merger does the company highlight?

ODP lists numerous forward-looking risk factors, including uncertainty about completing the transaction on the anticipated terms and timing, the need for shareholder and regulatory approvals, potential stock price fluctuations if the deal is not completed, possible litigation related to the transaction, business disruption and management distraction during the pendency of the deal, challenges retaining and hiring key personnel, changes to business relationships, and the possibility that the merger becomes more expensive or is terminated, potentially with a termination fee.

Where can ODP (ODP) investors find more information about the proposed merger?

The company states it will file one or more proxy statements and other documents with the SEC regarding the proposed acquisition. Investors will be able to obtain free copies of these documents at www.sec.gov and on ODP’s investor website at investor.theodpcorp.com, or by written request to The ODP Corporation, Investor Relations, at its Boca Raton, Florida address or via the listed investor relations email.

Will ODP shareholders receive proxy materials to vote on the merger?

Yes. The company explains that any definitive proxy statement(s), if and when available, will be mailed to stockholders of The ODP Corporation. These materials will contain important information about the proposed transaction and the interests of ODP’s directors and executive officers in the merger.

Who may be considered participants in the solicitation of proxies for the ODP merger?

The company notes that The ODP Corporation, its directors, and certain of its executive officers may be considered participants in the proxy solicitation related to the proposed transaction. Information about these individuals is available in ODP’s proxy statement for its 2025 annual meeting of stockholders, and any changes in their holdings are or will be reflected in Form 4 filings with the SEC.