SPTN Merger: C&S Closes Acquisition, RSUs/PSUs Settled for $26.90
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 80,925 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 48,352 | $0.00 | -- |
| Disposition | Common Stock | 106,112 | $26.90 | $2.85M |
| Exercise | Common Stock | 129,277 | $0.00 | -- |
| Disposition | Common Stock | 129,277 | $26.90 | $3.48M |
| Grant/Award | Common Stock | 466,916 | $0.00 | -- |
| Disposition | Common Stock | 466,916 | $26.90 | $12.56M |
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.
