[Form 4] SpartanNash Co Insider Trading Activity

Rhea-AI Filing Summary

SpartanNash Co (SPTN) insider transactions tied to a merger closing on 09/22/2025. The reporting person, Riksen Robert Todd, VP Corporate Controller & PAO, recorded multiple non-derivative and derivative adjustments because C&S Wholesale Grocers, LLC acquired SpartanNash under a Merger Agreement. At the Effective Time all SpartanNash common shares were cancelled and converted into a cash payment of $26.90 per share. Outstanding restricted stock units vested and converted into cash at $26.90 per share. Performance-based RSUs vested to the greater of target or actual performance; any pro-rata and unvested PSU portions were converted into cash awards subject to continued service and original vesting schedules.

Positive

• All outstanding common shares were converted to a fixed cash consideration of $26.90 per share, providing immediate liquidity to holders
• RSUs and vested PSUs were converted to cash at the same per-share rate, preserving value for award holders
• Pro-rata treatment for PSUs and conversion of unvested portions into cash-based awards maintains continuity of compensation and potential future vesting

Negative

• Reporting person holds 0.00 common shares following the transaction, indicating loss of ongoing equity exposure in SpartanNash
• Cash payment will be reduced by applicable tax withholdings, so gross amounts disclosed will be net of taxes when paid

Insights

Financial Analyst

TL;DR: Form 4 records a merger-driven cash-out at $26.90 per share that cancels equity and settles RSUs/PSUs in cash.

The filing documents that the issuer was acquired by C&S Wholesale Grocers, LLC, and at the Effective Time all common stock was cancelled and converted into a cash payment of $26.90 per share. Restricted stock units and performance-based units were either vested and paid or converted into cash-based awards with vesting conditions tied to continued service. The reporting person shows zero remaining common shares post-transaction for directly held shares disclosed. This is a one-time, transaction-driven change in beneficial ownership rather than routine open-market trading.

Corporate Governance Expert

TL;DR: The Form 4 is a routine disclosure of equity cancellation and cash settlement required by the merger.

The filing clearly explains mechanics required by the Merger Agreement: cancellation of shares, cash consideration at $26.90, automatic vesting and cash conversion of RSUs, and pro-rata treatment plus cash conversion for PSUs with remaining portions contingent on continued service. The signature by an attorney-in-fact is provided. The disclosure meets Section 16 reporting requirements and documents material corporate-change-driven ownership shifts.

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^*

Riksen Robert Todd

(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)
	VP, Corporate Controller & PAO

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		12,891.52	D	$26.9(1)	0.00	D
Common Stock	09/22/2025		M		6,589(2)	A	$0.00	6,589	D
Common Stock	09/22/2025		D		6,589	D	$26.9(2)	0.00	D
Common Stock	09/22/2025		A		12,007(3)	A	$0.00	12,007	D
Common Stock	09/22/2025		D		12,007	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			3,975	(2)	(2)	Common Stock	3,975	(2)	0.00	D
Restricted Stock Unit	(2)	09/22/2025		M			2,614	(2)	(2)	Common Stock	2,614	(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 as to a pro-rata portion of such SpartanNash PSU based on the time completed in the applicable performance period 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. The remaining portion of each SpartanNash PSU outstanding and unvested as of the Effective Time was cancelled and converted into the right to receive a cash-based award equal to $26.90 in respect of each share of SpartanNash common stock subject to the remaining unvested portion of such SpartanNash PSU, which cash-based award will, subject to the holder's continued service with C&S Wholesale Grocers, LLC and its affiliates through the applicable vesting dates, vest and be payable on the last day of the original performance period.

Remarks:

	/s/ Ileana McAlary, as Attorney-in-Fact for Riksen Robert Todd	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 held by insiders on 09/22/2025?

All outstanding SpartanNash common shares were cancelled at the merger Effective Time and converted into a cash payment of $26.90 per share.

How were SpartanNash RSUs and PSUs treated in the merger?

Outstanding RSUs automatically vested and were converted into a cash payment of $26.90 per share. PSUs vested to the greater of target or actual performance; pro-rata vested portions were paid at $26.90, and remaining unvested portions were converted into cash-based awards subject to continued service.

Who filed the Form 4 and what is their role?

The Form 4 was filed for Riksen Robert Todd, who is listed as VP, Corporate Controller & PAO; the form is signed by an attorney-in-fact, Ileana McAlary.

Will the $26.90 per-share payment be the final amount paid to holders?

The filing states the $26.90 is the gross cash payment but the actual payment will be reduced by any applicable tax withholdings.

Does the reporting person retain any SpartanNash common stock after the transaction?

No. The Form 4 shows 0.00 common shares beneficially owned following the reported transactions.