[Form 4] SpartanNash Co Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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^*

Monaco Jason

(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 Financial 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		28,768	D	$26.9(1)	0.00	D
Common Stock	09/22/2025		M		54,172(2)	A	$0.00	54,172	D
Common Stock	09/22/2025		D		54,172	D	$26.9(2)	0.00	D
Common Stock	09/22/2025		A		137,075(3)	A	$0.00	137,075	D
Common Stock	09/22/2025		D		137,075	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			22,071	(2)	(2)	Common Stock	22,071	(2)	0.00	D
Restricted Stock Unit	(2)	09/22/2025		M			17,579	(2)	(2)	Common Stock	17,579	(2)	0.00	D
Restricted Stock Unit	(2)	09/22/2025		M			14,522	(2)	(2)	Common Stock	14,522	(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 Monaco Jason	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 happened to SpartanNash (SPTN) shares on 09/22/2025?

All outstanding SpartanNash common stock was cancelled and converted into the right to receive $26.90 per share in cash at the Effective Time of the merger.

How were SpartanNash RSUs and PSUs treated in the merger?

Outstanding RSUs and PSUs automatically vested (or settled at target as determined) and were cancelled and converted into the right to receive $26.90 per share in cash under the Merger Agreement.

Did the reporting person sell shares or were they converted?

The Form 4 shows disposals of common stock and conversions of RSUs/PSUs into cash; reported amounts include both direct disposals and cash settlements of equity awards.

Will the cash payment equal the amounts reported on the Form 4?

The amounts shown represent the gross cash payment of $26.90 per share, but actual payments will be less any applicable tax withholding.