SPTN insiders report $26.90 per-share cash settlement after merger close
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 9,810 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 7,813 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 5,680 | $0.00 | -- |
| Disposition | Common Stock | 8,573 | $26.90 | $231K |
| Exercise | Common Stock | 23,303 | $0.00 | -- |
| Disposition | Common Stock | 23,303 | $26.90 | $627K |
| Grant/Award | Common Stock | 56,769 | $0.00 | -- |
| Disposition | Common Stock | 56,769 | $26.90 | $1.53M |
Footnotes (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. 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. 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. 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.
