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SPTN merger: RSUs/PSUs vested and converted into $26.90 cash payout

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SpartanNash Company insiders reported changes tied to a completed merger. On 09/22/2025 C&S Wholesale Grocers, LLC acquired SpartanNash under a Merger Agreement, and at the Effective Time all outstanding SpartanNash common stock was cancelled and converted into the right to receive $26.90 per share. The filing shows multiple restricted stock units (RSUs) and performance-based RSUs (PSUs) automatically vested and were cancelled and converted into cash at $26.90 per share. The reported transactions list gross cash payments and note that actual payments will be reduced by any applicable tax withholding.

Positive

  • Completed liquidity event: Acquisition by C&S resulted in a definitive cash consideration of $26.90 per share.
  • Automatic vesting: SpartanNash RSUs and PSUs outstanding immediately prior to the Effective Time automatically vested and were converted into cash.
  • Transparent reporting: Form 4 lists specific share counts and units converted, including gross payment amounts.

Negative

  • Ownership extinguished: All outstanding common stock and vested units were cancelled and converted to cash, eliminating equity ownership post-closing.
  • Net proceeds reduced by withholding: The filing states actual payments will be less any applicable tax withholding.

Insights

TL;DR: The Form 4 documents a corporate change-of-control payout that converts all equity awards into cash at $26.90 per share.

The filing confirms that the merger closed and triggered automatic vesting and cancellation of equity awards, converting common stock, RSUs and PSUs into cash consideration. This eliminates continuing equity exposure for the reporting person and crystallizes compensation and ownership outcomes tied to the transaction. The disclosure also notes gross amounts and that tax withholding will reduce net proceeds.

TL;DR: Completed acquisition led to full cash-out of outstanding equity at a fixed per-share price, consistent with a merger exit.

The Form 4 describes the mechanics of the Merger Agreement: at the Effective Time all SpartanNash shares were cancelled and converted into the right to receive $26.90 per share. Outstanding RSUs and PSUs vested and were similarly converted into cash. The filing itemizes gross share counts and units converted, providing clear transaction-level detail for the deal consideration and payout mechanics.

Insider Petko David J
Role EVP Chief Supply Chain Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 9,417 $0.00 --
Exercise Restricted Stock Unit 6,196 $0.00 --
Exercise Restricted Stock Unit 7,534 $0.00 --
Disposition Common Stock 13,364 $26.90 $359K
Exercise Common Stock 23,147 $0.00 --
Disposition Common Stock 23,147 $26.90 $623K
Grant/Award Common Stock 57,880 $0.00 --
Disposition Common Stock 57,880 $26.90 $1.56M
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 0 shares (Direct)
Footnotes (1)
  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.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Petko David J
(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 Chief Supply Chain Officer
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 13,364 D $26.9(1) 0.00 D
Common Stock 09/22/2025 M 23,147(2) A $0.00 23,147 D
Common Stock 09/22/2025 D 23,147 D $26.9(2) 0.00 D
Common Stock 09/22/2025 A 57,880(3) A $0.00 57,880 D
Common Stock 09/22/2025 D 57,880 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 9,417 (2) (2) Common Stock 9,417 (2) 0.00 D
Restricted Stock Unit (2) 09/22/2025 M 6,196 (2) (2) Common Stock 6,196 (2) 0.00 D
Restricted Stock Unit (2) 09/22/2025 M 7,534 (2) (2) Common Stock 7,534 (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:
/s/ Ileana McAlary, as Attorney-in-Fact for Petko David J 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did the Form 4 filed for SpartanNash (SPTN) report?

The Form 4 reports that the merger effective 09/22/2025 cancelled all SpartanNash common stock and converted shares and vested RSUs/PSUs into the right to receive $26.90 per share.

How many shares or units were converted to cash in the filing?

The filing shows specific transactions including disposals of 13,364, 23,147, and 57,880 common shares and conversion of RSUs/PSUs totaling the units listed in the tables.

Will insiders receive net or gross cash shown in the Form 4?

The amounts shown represent gross cash payments at $26.90 per share; the filing states actual payments will be reduced by any applicable tax withholding.

Did restricted and performance units vest as part of the merger?

Yes. The filing states SpartanNash RSUs and PSUs outstanding immediately prior to the Effective Time automatically vested and were cancelled and converted into the right to receive $26.90 per share.

Who executed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Ileana McAlary, as Attorney-in-Fact for Petko David J on 09/22/2025.