[Form 4] SpartanNash Co Insider Trading Activity

Rhea-AI Filing Summary

SpartanNash Co (SPTN) was acquired by C&S Wholesale Grocers, LLC on 09/22/2025, and at the Effective Time all outstanding SpartanNash common stock was cancelled and converted into the right to receive a cash payment of $26.90 per share. The Form 4 filed by Amy S. McClellan (EVP, Chief Customer Officer) shows multiple transactions tied to the merger: previously outstanding restricted stock units and performance-based restricted stock units automatically vested, were cancelled, and were converted into cash at $26.90 per share. The filing reports disposals of common shares coincident with the merger and new beneficial ownership of 19,024 shares and 46,346 shares reflected as acquired or cancelled in connection with RSU/PSU conversions, with the reporting person showing 0.00 shares of common stock owned following certain dispositions.

Positive

• Cash consideration of $26.90 per share provides immediate liquidity to shareholders.
• Automatic vesting and cash settlement of RSUs and PSUs ensured employees and insiders received cash for outstanding awards.
• Transaction completed under the Merger Agreement, resolving outstanding equity and ending public trading of SpartanNash common stock.

Negative

• All outstanding common stock was cancelled, eliminating public equity and any future market value for shares.
• Reporting person shows 0.00 shares of common stock following certain dispositions, indicating insiders no longer hold public equity positions.
• Cash payments subject to tax withholding, so reported gross amounts may be reduced for recipients.

Insights

M&A Specialist

TL;DR: The filed Form 4 documents a completed cash-out merger at $26.90 per share with automatic vesting and cash settlement of equity awards.

The filing confirms the closing mechanics: C&S Wholesale Grocers completed an acquisition under a Merger Agreement causing cancellation of common stock and conversion to a fixed cash payment of $26.90 per share. Equity-based awards (RSUs and PSUs) vested and were cash-settled per the agreement. For investors and transaction analysts, this is a definitive liquidity event that removes publicly traded equity and converts outstanding employee equity into cash, eliminating future equity dilution and ending public-company tradeability.

Corporate Governance Expert

TL;DR: Insider holdings and incentive awards were settled for cash, and reported disposals reflect merger consideration rather than open-market sales.

The reporting person is an officer whose previously outstanding RSUs and PSUs automatically vested and converted into cash at the merger price. The Form 4 shows dispositions of common stock concurrent with the Effective Time and cash settlements for equity awards. This filing documents standard merger-related governance outcomes: accelerated vesting per agreement terms and elimination of ongoing Section 16 reporting for canceled shares.

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
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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^*

McClellan Amy S

(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 Customer 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		13,913	D	$26.9(1)	0.00	D
Common Stock	09/22/2025		M		19,024(2)	A	$0.00	19,024	D
Common Stock	09/22/2025		D		19,024	D	$26.9(2)	0.00	D
Common Stock	09/22/2025		A		46,346(3)	A	$0.00	46,346	D
Common Stock	09/22/2025		D		46,346	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			663	(2)	(2)	Common Stock	663	(2)	0.00	D
Restricted Stock Unit	(2)	09/22/2025		M			6,867	(2)	(2)	Common Stock	6,867	(2)	0.00	D
Restricted Stock Unit	(2)	09/22/2025		M			6,976	(2)	(2)	Common Stock	6,976	(2)	0.00	D
Restricted Stock Unit	(2)	09/22/2025		M			4,518	(2)	(2)	Common Stock	4,518	(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 McClellan Amy S	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.

FAQ

What did SpartanNash (SPTN) shareholders receive in the merger?

Shareholders received a cash payment of $26.90 per share at the Effective Time of the merger with C&S Wholesale Grocers, LLC.

When did the merger and the related Form 4 transactions occur?

The transactions and Effective Time referenced in the Form 4 occurred on 09/22/2025.

What happened to SpartanNash restricted stock units (RSUs) and performance stock units (PSUs)?

All outstanding SpartanNash RSUs and PSUs automatically vested, were cancelled, and converted into the right to receive $26.90 per share in cash.

Does the Form 4 show insider sales or market trades?

The Form 4 reports dispositions and conversions tied to the merger and cash settlement under the Merger Agreement, not open-market sales.

Will insiders still have Section 16 reporting obligations after the merger?

Because all common stock was cancelled and converted to cash, insiders no longer hold the canceled shares; the filing indicates the reporting person checked the box related to being no longer subject to Section 16 if applicable.