[Form 4] SpartanNash Co Insider Trading Activity

Rhea-AI Filing Summary

SpartanNash director and President & CEO Tony B. Sarsam reported multiple transactions tied to the company’s acquisition by C&S Wholesale Grocers, LLC under a Merger Agreement dated June 22, 2025. At the Effective Time on 09/22/2025 all outstanding common shares were cancelled and converted into the right to receive $26.90 per share in cash. Reported dispositions show cancellations of common stock positions and conversions of restricted stock units (RSUs) and performance-based RSUs (PSUs) into cash at the same price. The filing lists the gross cash amounts and notes actual payouts will be reduced for applicable tax withholdings.

Positive

• Cash consideration secured: All shares converted into a $26.90 per share cash payment under the Merger Agreement
• Vesting and settlement of equity awards: Outstanding RSUs and PSUs were automatically vested and converted to cash, providing immediate liquidity to award holders

Negative

• Loss of public listing exposure: The acquisition cancels outstanding common stock, eliminating future public equity participation
• Insider equity alignment ended: Cash settlement of RSUs/PSUs terminates ongoing equity-based incentives tied to company performance

Insights

Financial Analyst

TL;DR The merger completed; shareholders, including insiders, were cashed out at $26.90 per share.

The reported Form 4 details the mechanical effects of the acquisition: all common shares and outstanding RSUs/PSUs were cancelled and converted into cash consideration of $26.90 per share. For investors this is a definitive liquidity event that removes public equity exposure and realizes value for holders at the set deal price. The filing shows large quantities of equity and equity-based awards converted, indicating the transaction affected both direct holdings and incentive awards. Net proceeds will be subject to standard tax withholding.

Corporate Governance Expert

TL;DR Insider filings confirm termination of public equity and vesting/cancellation of incentive awards per the merger agreement.

The Form 4 confirms company governance outcomes typical in a cash-for-stock acquisition: acceleration/vesting and cash settlement of RSUs and PSUs and cancellation of outstanding common stock at the deal price. The reporting person served dual roles as director and CEO, and the transactions eliminate future equity-based incentive alignment since awards were settled in cash. The document appropriately notes gross amounts versus net tax-withheld payments.

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^*

Sarsam Tony B

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		106,112	D	$26.9(1)	0.00	D
Common Stock	09/22/2025		M		129,277(2)	A	$0.00	129,277	D
Common Stock	09/22/2025		D		129,277	D	$26.9(2)	0.00	D
Common Stock	09/22/2025		A		466,916(3)	A	$0.00	466,916	D
Common Stock	09/22/2025		D		466,916	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			80,925	(2)	(2)	Common Stock	80,925	(2)	0.00	D
Restricted Stock Unit	(2)	09/22/2025		M			48,352	(2)	(2)	Common Stock	48,352	(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 Sarsam Tony B	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 price per share did SpartanNash (SPTN) shareholders receive in the merger?

Shareholders received $26.90 per share in cash at the Effective Time of the merger.

Were restricted stock units (RSUs) and performance-based RSUs (PSUs) paid out in the SpartanNash transaction?

Yes. Outstanding RSUs and PSUs automatically vested and were cancelled and converted into the right to receive $26.90 per share in cash.

Does the Form 4 show any remaining beneficial ownership for the reporting person after the merger?

No. The filing shows reported dispositions and conversions resulting in 0.00 shares beneficially owned following the transactions.

Will the $26.90 payments be reduced for taxes?

Yes. The filing states the amount shown is gross and actual payments will be less any applicable withholding for taxes.

Who acquired SpartanNash according to the filing?

C&S Wholesale Grocers, LLC acquired SpartanNash pursuant to the Merger Agreement referenced in the filing.