SPTN Form 4 Discloses C&S Acquisition and $26.90 Cash Conversion
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 3,975 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 2,614 | $0.00 | -- |
| Disposition | Common Stock | 12,891.52 | $26.90 | $347K |
| Exercise | Common Stock | 6,589 | $0.00 | -- |
| Disposition | Common Stock | 6,589 | $26.90 | $177K |
| Grant/Award | Common Stock | 12,007 | $0.00 | -- |
| Disposition | Common Stock | 12,007 | $26.90 | $323K |
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 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.
