SPTN merger: $26.90 cash-out converts shares and RSUs/PSUs to cash
Rhea-AI Filing Summary
SpartanNash Co (SPTN) was acquired by C&S Wholesale Grocers, LLC under a Merger Agreement dated June 22, 2025, with the merger becoming effective on September 22, 2025. At the Effective Time all outstanding SpartanNash common stock was cancelled and converted into the right to receive $26.90 per share in cash, subject to tax withholding. The reporting person, Jason Monaco (EVP, Chief Financial Officer), shows disposals and cash conversions of common shares, restricted stock units and performance-based restricted stock units, with vested RSUs and PSUs cancelled and converted into cash at $26.90 per share.
Positive
- Completed acquisition by C&S Wholesale Grocers, LLC converting equity to cash consideration of $26.90 per share
- Automatic vesting and cash settlement of restricted stock units and performance-based restricted stock units, providing liquidity to award holders
Negative
- Common stock cancelled at the Effective Time, eliminating future public equity ownership in SpartanNash
- Gross cash payments are subject to tax withholding, reducing net proceeds to holders
Insights
TL;DR: The completed cash merger at $26.90 per share converts equity and awards to cash, crystallizing value for shareholders and insiders.
This Form 4 documents the post-closing mechanics of the Merger Agreement where SpartanNash common shares and equity awards were cancelled and converted into cash consideration of $26.90 per share. For investors, a cash-out merger eliminates future public equity exposure and realizes a fixed per-share price. Insider holdings reflected include direct disposals of shares and the automatic vesting and cash settlement of RSUs and PSUs as specified by the merger terms, with gross payments subject to applicable tax withholding.
TL;DR: Corporate action followed approved merger terms: equity awards vested/cancelled and converted to cash, with reporting by the CFO via Form 4.
The filing shows compliance with the Merger Agreement provisions that triggered automatic vesting and cash settlement of outstanding RSUs and PSUs and the cancellation of common stock at the Effective Time. The Form 4 was filed to report the changes in beneficial ownership of an officer, including disposals and cash conversions. The filing also notes that actual payments will be reduced for tax withholding, consistent with standard post-closing procedures.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 22,071 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 17,579 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 14,522 | $0.00 | -- |
| Disposition | Common Stock | 28,768 | $26.90 | $774K |
| Exercise | Common Stock | 54,172 | $0.00 | -- |
| Disposition | Common Stock | 54,172 | $26.90 | $1.46M |
| Grant/Award | Common Stock | 137,075 | $0.00 | -- |
| Disposition | Common Stock | 137,075 | $26.90 | $3.69M |
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.
