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[Form 4] SpartanNash Co Insider Trading Activity

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

Rhea-AI Filing Summary

Barry Mamadou Djouma, SVP and Chief Retail Officer of SpartanNash Co (SPTN), reported multiple Section 16 transactions on 09/22/2025 tied to the company’s Merger Agreement. Under that agreement, SpartanNash restricted stock units (RSUs) and certain performance-based restricted stock units (PSUs) that were outstanding immediately prior to the Effective Time automatically vested, were cancelled, and converted into the right to receive a cash payment of $26.90 per share subject to each award. The Form 4 lists a total of 16,863 shares from RSUs (reported as two RSU grants of 5,886 and 10,977) and 10,885 shares underlying PSUs that vested and were converted into cash. The filing shows corresponding dispositions at $26.90 and notes actual cash payments will be reduced by applicable tax withholding. The Form 4 was signed by an attorney-in-fact for Mr. Djouma.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Insider equity awards were cashed out under a merger agreement, converting RSUs/PSUs into a $26.90 per-share cash payment.

The Form 4 documents a routine consequence of a corporate transaction: outstanding time-based and performance-based restricted awards were accelerated and settled in cash under the Merger Agreement. This is an administrative, contractually mandated settlement rather than an opportunistic open-market sale by the reporting person. The filing discloses the exact per-share cash-out price and the award-level breakdown, and it notes taxable withholdings will reduce actual payouts. From a governance perspective, the actions align with standard merger consideration and do not, on their face, indicate unusual insider trading behavior.

TL;DR: Equity compensation (RSUs and PSUs) was cashed out at a fixed merger price, locking in value for award holders.

The report shows 16,863 RSU-equivalent shares (5,886 and 10,977) and 10,885 PSU-equivalent shares converted into cash at $26.90 per share pursuant to the Merger Agreement. The PSU conversion used either target or performance-determined share counts per award terms, as approved by the Compensation Committee. This is a non-discretionary settlement triggered by the merger and reflects typical change-in-control treatment of outstanding equity awards.

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*
Barry Mamadou Djouma

(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)
SVP, Chief Retail 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 M 16,863(1) A $0.00 16,863 D
Common Stock 09/22/2025 D 16,863 D $26.9(1) 0.00 D
Common Stock 09/22/2025 A 10,885(2) A $0.00 10,885 D
Common Stock 09/22/2025 D 10,885 D $26.9(3) 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 (1) 09/22/2025 M 5,886 (1) (1) Common Stock 5,886 (1) 0.00 D
Restricted Stock Unit (1) 09/22/2025 M 10,977 (1) (1) Common Stock 10,977 (1) 0.00 D
Explanation of Responses:
1. 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. The amount shown represents the gross cash payment, but the actual payment will be less any applicable withholding for taxes.
2. 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.
3. 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 Barry Mamadou Djouma 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.
Spartannash Co

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SPTN Stock Data

910.90M
33.37M
1.54%
99.54%
11.72%
Food Distribution
Wholesale-groceries, General Line
Link
United States
GRAND RAPIDS