[Form 4] SpartanNash Co Insider Trading Activity

Rhea-AI Filing Summary

SpartanNash Company insider Ileana McAlary reported multiple transactions tied to the completion of a merger with C&S Wholesale Grocers, LLC effective 09/22/2025. All outstanding SpartanNash common shares were cancelled and converted into a cash payment of $26.90 per share. SpartanNash restricted stock units and performance-based restricted stock units automatically vested, were cancelled, and converted into cash at the same per-share amount. The Form 4 shows disposals and cash-settled conversions of both stock and RSUs/PSUs, with 23,303 common shares and 56,769 common-equivalent shares reported among the transactions.

Positive

• Completed merger consideration: All SpartanNash shares and equity awards converted into a definite cash payment of $26.90 per share.
• Automatic vesting and cash settlement: RSUs and PSUs outstanding immediately before the Effective Time vested and were cash-settled, providing liquidity to awardees.
• Clear disclosure: Form 4 itemizes the share counts and treatment of RSUs/PSUs and states that amounts shown are gross before tax withholding.

Negative

• Public equity cancelled: The company’s common stock was cancelled at the Effective Time, eliminating public shareholding in SpartanNash.
• Gross proceeds subject to withholding: Actual cash received will be reduced by applicable tax withholding as noted in the filing.

Insights

Financial Analyst

TL;DR: Merger closed 09/22/2025: SpartanNash equity converted to $26.90 per share cash, realizing value for holders and canceling public stock.

The Form 4 documents the mechanical cash settlement of equity and equity awards upon the closing of the Merger Agreement with C&S Wholesale Grocers. Reported transactions include direct disposals of shares and cash settlements of restricted stock units and performance-based restricted stock units, reflecting the contractual conversion terms. The disclosed per-share cash consideration is explicit and the amounts shown reflect gross payments before tax withholding.

Corporate Governance Expert

TL;DR: Insider disclosures show automatic vesting and cash-out of awards per merger terms; reporting follows Section 16 requirements.

The filing specifies that all outstanding common stock and outstanding RSUs/PSUs were cancelled and converted into cash at $26.90 per share at the Effective Time. The Form 4 lists vesting-triggered conversions (codes M) and disposals (code D), and notes withholding may reduce gross proceeds. This is a routine, material post-closing insider reporting event tied to a corporate change in control.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McAlary Ileana

(Last) (First) (Middle)

850 76TH STREET SW

(Street)

GRAND RAPIDS MI 49518

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SpartanNash Co [ SPTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP CLO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/22/2025		D		8,573	D	$26.9(1)	0.00	D
Common Stock	09/22/2025		M		23,303(2)	A	$0.00	23,303	D
Common Stock	09/22/2025		D		23,303	D	$26.9(2)	0.00	D
Common Stock	09/22/2025		A		56,769(3)	A	$0.00	56,769	D
Common Stock	09/22/2025		D		56,769	D	$26.9(4)	0.00	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	09/22/2025		M			9,810	(2)	(2)	Common Stock	9,810	(2)	0.00	D
Restricted Stock Unit	(2)	09/22/2025		M			7,813	(2)	(2)	Common Stock	7,813	(2)	0.00	D
Restricted Stock Unit	(2)	09/22/2025		M			5,680	(2)	(2)	Common Stock	5,680	(2)	0.00	D

Explanation of Responses:

1. On September 22, 2025, C&S Wholesale Grocers, LLC acquired the Issuer pursuant to an Agreement and Plan of Merger dated June 22, 2025 (the "Merger Agreement") by and among SpartanNash Company, New Mackinac HoldCo, Inc., Mackinac Merger Sub, Inc., and C&S Wholesale Grocers, LLC. At the Effective Time (as defined in the Merger Agreement), all outstanding SpartanNash Company common stock was cancelled immediately prior to the Effective Time and converted into the right to receive a cash payment of $26.90 per share. The amount shown represents the gross cash payment, but the actual payment will be less any applicable withholding for taxes.

2. Pursuant to the Merger Agreement, each SpartanNash restricted stock unit ("SpartanNash RSU") outstanding immediately prior to the Effective Time automatically vested and was cancelled and converted into the right to receive a cash payment of $26.90 in respect of each share of SpartanNash Company stock subject to such SpartanNash RSU.

3. Represents shares underlying performance-based restricted stock units ("SpartanNash PSU"). The number of shares of SpartanNash Company stock underlying each SpartanNash PSU that became vested is equal to the greater of (i) the target number of shares set forth in the award agreement for such SpartanNash PSU and (ii) the number of shares that would be achieved based on the actual performance level for any award subject to performance-based vesting conditions, as determined by the Compensation Committee of the Board.

4. Pursuant to the Merger Agreement, each SpartanNash PSU granted prior to the date of the Merger Agreement and outstanding immediately prior to the Effective Time automatically vested and was cancelled and converted into the right to receive $26.90 in respect of each share of SpartanNash Company stock subject to such SpartanNash PSU.

Remarks:

	Ileana McAlary	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What happened to SpartanNash (SPTN) shares on 09/22/2025?

All outstanding SpartanNash common shares were cancelled and converted into a cash payment of $26.90 per share pursuant to the Merger Agreement with C&S Wholesale Grocers, LLC.

How were SpartanNash RSUs and PSUs treated in the merger?

Outstanding SpartanNash restricted stock units and performance-based restricted stock units automatically vested, were cancelled, and converted into the right to receive $26.90 per share in cash.

What amounts are shown on Ileana McAlary’s Form 4?

The Form 4 reports disposals and cash settlements including 23,303 common shares reported as acquired via RSU conversion and 56,769 common-equivalent shares from PSUs and other awards, among other disposals.

Will the cash payment be reduced by taxes?

Yes. The filing states the amounts shown represent gross cash payments and actual payments will be less any applicable withholding for taxes.

When did the reported transactions occur?

The transactions and cash-settlements reported on the Form 4 occurred on 09/22/2025, the Effective Time of the merger.