ODP Corp (ODP) merger: RSUs and PSUs to be cashed at closing

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.

Rhea-AI Filing Summary

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.

Positive

• Director RSUs convert to cash and fully vest, delivering immediate value to holders
• TSR-linked PSUs will vest based on actual performance through the Effective Time, preserving earned upside

Negative

• Non-TSR performance PSUs are settled at deemed target-level performance, removing potential above-target upside
• All awards are converted to cash at the Merger Consideration which fixes value and eliminates future equity appreciation

Insights

Corporate Transactions Counsel

TL;DR: Equity awards convert to cash at closing with performance awards settled by actual or deemed performance.

The agreement formalizes cash settlement mechanics: Director RSUs convert and fully vest while TSR-linked PSUs vest based on actual performance through the Effective Time.

Key legal dependencies include the defined Merger Consideration value and the Effective Time; absent numeric disclosure here, enforceability and tax timing cannot be quantified. Track the merger closing date and the disclosed Merger Consideration for cash-tax timing and withholding implications.

Compensation & Equity Plan Analyst

TL;DR: Holders will receive cash for vested and accelerated awards; non-TSR PSUs use deemed target treatment.

Accelerated vesting of director awards and cash conversion removes equity upside and crystallizes value at the Merger Consideration. TSR-Vesting PSUs use actual performance to calculate payout; other PSUs are paid at deemed target, eliminating above-target upside.

Monitor post-closing disclosure showing the Merger Consideration per share and the Effective Time for payout timing and the impact on reported compensation expense in subsequent filings.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What happens to ODP (ODP) director RSUs in the merger?

Director RSUs will be converted into a cash award equal to the number of shares subject to the award multiplied by the Merger Consideration, plus accrued dividends, and will fully vest.

How are TSR‑vesting PSUs for ODP paid at closing?

TSR‑vesting PSUs will automatically vest based on actual performance through the Effective Time and be paid in cash equal to the vested share count multiplied by the Merger Consideration.

How are other performance PSUs treated in the merger?

Performance-based RSUs not tied to TSR will automatically vest and be paid in cash based on deemed target-level performance multiplied by the Merger Consideration.

When was the merger agreement executed?

The Agreement and Plan of Merger is dated September 22, 2025.

Will holders receive stock or cash for outstanding awards?

Holders will receive cash for converted RSUs and PSUs calculated using the number of shares and the Merger Consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/22/2025 - 04:56 PM Learn about SEC filing dates

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 Global Select 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 1.01 Entry into a Material Definitive Agreement.

On September 22, 2025, The ODP Corporation, a Delaware corporation (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”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), 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 as a wholly owned subsidiary of Parent. The Board of Directors of the Company (the “Board”) has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger, each share of common stock, $0.01 par value, of the Company (“Company Common Stock”) that is issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares and Dissenting Shares (each as defined in the Merger Agreement)) will be converted into the right to receive $28.00 per share in cash (the “Merger Consideration”).

In addition, pursuant to the Merger Agreement, immediately prior to the Effective Time, (i) each outstanding and unexercised option to purchase Company Common Stock will be cancelled for no consideration, (ii) each outstanding and unsettled award of restricted stock units that is subject solely to time-based vesting (each, an “RSU Award”), other than any RSU Award held by a non-employee member of the Board (each, a “Director RSU Award”), will be converted into a cash award in an amount equal to (A)(1) the number of shares of Company Common Stock subject to such RSU Award multiplied by (2) the Merger Consideration plus (B) any corresponding accrued and unpaid dividends or dividend equivalent rights, and shall remain subject to the same terms and conditions as applied prior to the Effective Time, (iii) each Director RSU Award shall become fully vested and entitle the holder thereof to an amount in cash equal to (A)(1) the number of shares of Company Common Stock subject to such Director RSU Award multiplied by (2) the Merger Consideration plus (B) any corresponding accrued and unpaid dividends or dividend equivalent rights, (iv) each outstanding award of restricted stock units that remains subject, in whole or in part, to performance-based vesting restrictions tied to the Company’s achievement of relative total shareholder return thresholds (each, a “TSR-Vesting PSU Award”) will automatically become vested and entitle the holder thereof to receive, an amount in cash equal to (A) the number of shares of Company Common Stock subject to such TSR-Vesting PSU Award, calculated based on actual performance achieved through the Effective Time, multiplied by (B) the Merger Consideration, and (v) each outstanding award of restricted stock units that remains subject, in whole or in part, to performance-based vesting restrictions (other than any TSR-Vesting PSU Award), will automatically become vested and entitle the holder thereof to receive, an amount in cash equal to (A) the number of shares of Company Common Stock subject to such PSU Award, calculated based on deemed target-level performance, multiplied by (B) the Merger Consideration.

The Company, Parent and Merger Sub have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants that: (i) the Company will conduct its and each of its subsidiary’s business in the ordinary and usual course of business during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) the Company will not engage in certain types of transactions or take certain actions outside the ordinary course during such period without the prior consent of Parent, (iii) the Company will cause a special meeting of the holders of Company Common Stock to be held to consider the adoption of the Merger Agreement, and (iv) subject to certain customary exceptions, the Board will recommend that holders of Company Common Stock vote in favor of adopting the Merger Agreement. The Company has also made certain additional customary covenants, including, among others, covenants not to: (i) solicit or knowingly encourage any inquiries with respect to certain alternative business combination transactions or (ii) subject to certain exceptions designed to allow the Board to fulfill its fiduciary duties to the Company’s stockholders, engage in any discussions concerning, or provide confidential information to, any person relating to certain alternative business combination transactions.

The Merger Agreement contains certain customary termination rights for the Company and Parent, including the Company’s right to terminate the Merger Agreement to accept a superior proposal subject to compliance with certain procedures specified in the Merger Agreement. Upon termination of the Merger Agreement under certain specified circumstances, the Company will be required to pay Parent a termination fee of $36,560,000, which in certain cases is reduced to $16,870,000 during the period ending on October 6, 2025 (the “Company Termination Payment”). In addition, if the Merger Agreement is terminated under certain specified circumstances because of a failure of the Company’s stockholders to adopt the Merger Agreement, the Company will be required to reimburse Parent for its transaction expenses in an amount equal to $3,500,000.

Subject to certain limitations, each of the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by June 22, 2026 (the “End Date”), provided, however, that (i) if, on such date, certain required regulatory approvals have not been satisfied but all other conditions to closing (other than conditions which by their nature are to be satisfied at the closing) have been satisfied or waived, the End Date will be automatically extended to September 22, 2026, and (ii) if, on such date, certain required regulatory approvals have not been satisfied but all other conditions to closing (other than conditions which by their nature are to be satisfied at the closing) have been satisfied or waived, the End Date will be automatically extended to December 22, 2026. The right to terminate the Merger Agreement at the End Date will not be available to a party if the failure of the Merger to have been consummated on or before such date was primarily caused by the failure of such party to perform any of its obligations under the Merger Agreement.

The parties to the Merger Agreement have agreed to use their respective reasonable best efforts to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as reasonably practicable. In addition, Parent has agreed to take any and all steps necessary or advisable to resolve any impediments or objections that may be asserted with respect to the Merger under any antitrust or foreign investment law, including proposing and agreeing to any regulatory remedy.

Consummation of the Merger is subject to certain customary conditions, including (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Stockholder Approval”), (ii) the absence of any law or order prohibiting the consummation of the Merger, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iv) no Material Adverse Effect (as defined in the Merger Agreement) having occurred and (vi) compliance in all material respects on the part of each of the Company, Parent and Merger Sub with such party’s covenants under the Merger Agreement. The obligation of each party to consummate the Merger is also conditioned upon the other party’s representations and warranties being true and correct (subject to certain materiality exceptions or certain de minimis inaccuracies).

The foregoing description of the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent or Merger Sub. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The representations and warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under the securities laws. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of September 22, 2025, by and among The ODP Corporation, ACR Ocean Resources LLC and Vail Holdings 1, Inc.
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 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 Parent. 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 COMPANY 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 ODP Corporation. 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 https://www.theodpcorp.com/investor-relations or upon written request to: The ODP Corporation, Investor Relations, 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 Company 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 Company’s securities by its directors or executive officers have changed since the amounts set forth in the Company’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