C&S Completes Merger of SpartanNash; RSUs and Shares Settled for $26.90
Rhea-AI Filing Summary
SpartanNash director Atkins M. Shan reported on Form 4 that on September 22, 2025 C&S Wholesale Grocers, LLC completed a merger pursuant to a June 22, 2025 Merger Agreement. At the "Effective Time" all SpartanNash common shares were cancelled and converted into a cash payment of $26.90 per share. The filing shows a disposal of 57,471.42 common shares and a separate disposal of 7,847 shares, leaving the reporting person with 0 shares. Outstanding restricted stock units automatically vested, were cancelled, and converted into cash at $26.90 per share.
Positive
- Completed acquisition by C&S Wholesale Grocers, LLC provides a defined cash consideration of $26.90 per share
- RSUs vested and were settled in cash, ensuring holders received the same per-share cash treatment as common shareholders
Negative
- Reporting person’s beneficial ownership reduced to 0 shares after cancellation and cash-out
- Equity positions cancelled, eliminating any future upside tied to SpartanNash stock
Insights
TL;DR: A cash merger at $26.90 per share extinguished equity and converted RSUs to cash, eliminating the director's ownership stake.
The reported transaction documents a statutory cash-out merger where C&S Wholesale Grocers, LLC acquired SpartanNash under a Merger Agreement dated June 22, 2025. The mechanics reported—cancellation of common stock, conversion to a fixed cash payment, and automatic vesting and cash settlement of RSUs—are consistent with a completed change-of-control transaction. For shareholders, the material facts are the agreed cash consideration of $26.90 per share and the termination of equity positions. The filing confirms the director no longer holds beneficial ownership following the Effective Time.
TL;DR: Director's holdings were fully monetized in a completed acquisition; Form 4 shows settlement in cash and cancellation of equity awards.
The Form 4 discloses that all outstanding common stock and restricted stock units were cancelled and converted into cash at the same per-share price, indicating uniform treatment of equity holders under the merger terms. The signature by an attorney-in-fact and the explicit explanation notes are standard for post-closing Section 16 reporting. This filing is administrative confirmation of the merger's equity settlement rather than an open-market transaction.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 57,471.42 | $26.90 | $1.55M |
| Disposition | Common Stock | 7,847 | $26.90 | $211K |
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 stock was canceled immediately prior to the Effective Time and converted into the right to receive a cash payment of $26.90 a share. 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.
