Welcome to our dedicated page for Spartannash Co SEC filings (Ticker: SPTN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page compiles historical SEC filings for SpartanNash Company, which formerly traded on Nasdaq under the ticker SPTN. These documents trace SpartanNash’s regulatory history as a public company in the food wholesale and grocery retail sector and document its transition to a privately held subsidiary following its acquisition by an entity associated with C&S Wholesale Grocers, LLC.
Among the most significant filings are multiple Current Reports on Form 8-K from 2025. A Form 8-K dated June 23, 2025 (referenced in later filings), describes the Agreement and Plan of Merger among SpartanNash, New Mackinac HoldCo, Inc., Mackinac Merger Sub, Inc. and C&S Wholesale Grocers, LLC. Subsequent Forms 8-K filed on August 29, 2025 and September 9, 2025 discuss shareholder litigation related to proxy disclosures and the results of the special meeting of shareholders at which the merger agreement and related proposals were approved.
A Form 8-K filed on September 19, 2025 details regulatory milestones under the Hart-Scott-Rodino Antitrust Improvements Act, including expiration of the applicable waiting period. The key Form 8-K dated September 22, 2025 reports the completion of the merger, the conversion of each share of SpartanNash common stock into the right to receive cash consideration, changes in control, repayment of the existing credit facility, and the request to delist SPTN from the Nasdaq Global Select Market. It also explains the treatment of equity-based awards and notes that SpartanNash became a wholly owned subsidiary of New Mackinac HoldCo, Inc.
Trading and registration changes are further documented in Form 25 filings dated September 22, 2025, which notify the removal of SpartanNash common stock from listing and registration under Section 12(b) of the Securities Exchange Act of 1934. A subsequent Form 15 dated October 2, 2025 certifies the termination of registration of SpartanNash common stock under Section 12(g) and the suspension of the company’s reporting obligations under Sections 13 and 15(d), noting approximately one holder of record.
Earlier filings, such as Forms 8-K reporting quarterly dividends and financial results, provide insight into SpartanNash’s operations as a food solutions company with wholesale and retail segments, a global supply chain network, and OwnBrands including the Our Family portfolio. Together, these filings allow users to review SpartanNash’s financial reporting, corporate governance decisions, merger process and ultimate delisting and deregistration.
On Stock Titan, AI-powered tools can help interpret lengthy documents like 8-Ks, Form 25 and Form 15 by highlighting key terms such as merger consideration, changes in control, delisting details and the status of reporting obligations. This makes it easier to understand how SPTN’s regulatory profile evolved from an actively traded public company to a privately held subsidiary.
SpartanNash reported second quarter results for the 12 weeks ended July 12, 2025, showing mixed performance and an agreed sale to C&S. Net sales rose 1.8% to $2.27 billion, helped by Retail acquisitions while Wholesale sales fell 3.0% to $1.51 billion. GAAP net earnings were $6.2 million or $0.18 per diluted share, down from $11.5 million ($0.34) a year earlier, while adjusted EPS was $0.54 versus $0.59.
Adjusted EBITDA improved to $68.7 million. Cash from operations was $112.6 million, capital expenditures and IT capital were $56.2 million, and the net long-term debt to adjusted EBITDA ratio improved to 2.7x. SpartanNash agreed to be acquired by C&S for $26.90 per share (total consideration ~$1.77 billion), a 52.5% premium to the June 20 closing price; the transaction is expected to close in late 2025, subject to shareholder and regulatory approvals. The company will not host an earnings call or provide fiscal 2025 guidance due to the pending transaction.
SpartanNash has entered into a definitive merger agreement to be acquired by C&S Wholesale Grocers in a strategic transaction that will create a larger, privately-held wholesale grocery distribution company. Key highlights of the merger include:
- The combined company will have national presence across 32 states, with complementary business lines and geographies
- Post-merger leadership: Rick Cohen will serve as Chairman and Eric Winn as CEO of the combined company
- Transaction expected to close in late 2025, subject to shareholder approval and regulatory clearances
- SpartanNash enters the deal following record-adjusted EBITDA performance for three consecutive years through 2024
The merger aims to deliver enhanced value through greater scale for competitive pricing, supply chain efficiencies, expanded retail capabilities, and cross-selling opportunities. C&S, founded in 1918, currently serves over 7,500 independent supermarkets and chain stores. The deal will transition SpartanNash from a public to private company, with business operations expected to continue as usual during the integration process.
SpartanNash Company (SPTN) has entered into a definitive Agreement and Plan of Merger dated 22 June 2025. New Mackinac HoldCo, Inc. (backed by C&S Wholesale Grocers) will acquire SpartanNash through Mackinac Merger Sub, with SpartanNash surviving as a wholly owned subsidiary.
Cash consideration: each outstanding share of SpartanNash common stock will be converted into the right to receive $26.90 in cash, without interest. All existing equity awards will vest or convert into cash-based awards on terms set out in the agreement.
Board approval: the Board unanimously determined the transaction to be fair and will recommend shareholder approval. The merger is expected to close in Q4 2025, subject to: (i) approval by a majority of outstanding shares, (ii) expiration or early termination of the Hart-Scott-Rodino waiting period, and (iii) other customary conditions. No financing condition applies.
Post-closing: SpartanNash stock will be delisted from the Nasdaq Global Select Market and deregistered under the Exchange Act.
Key protective provisions:
- Customary non-solicitation with fiduciary-out.
- Company termination fee of $35.4 million if it accepts a superior proposal or following certain other specified events.
- Reverse termination fee of $55 million payable by Parent if the deal is blocked under the HSR Act.
- Additional $50 million fee payable by Parent if it fails to close once all conditions are met.
- Outside termination date of 22 June 2026, extendable three months by Parent for antitrust clearance.
SpartanNash has entered into a definitive merger agreement with C&S Wholesale Grocers on June 22, 2025. Under the agreement, C&S will acquire SpartanNash for $26.90 per share in an all-cash transaction, with SpartanNash becoming a wholly-owned subsidiary of New Mackinac HoldCo.
Key terms of the merger include:
- The Board unanimously approved the merger as fair and in shareholders' best interests
- Transaction expected to close in Q4 2025, subject to regulatory and shareholder approvals
- Requires approval from majority of shareholders and HSR Act clearance
- Company termination fee of $35.4 million applies in certain scenarios
- Parent termination fee of $55 million for regulatory-related termination
Upon completion, SpartanNash will be delisted from NASDAQ and deregistered under the Exchange Act. The merger includes provisions for treatment of equity-based awards and includes customary non-solicitation provisions with fiduciary out exceptions.
SpartanNash has entered into a definitive merger agreement with C&S Wholesale Grocers on June 22, 2025. Under the agreement, C&S will acquire SpartanNash in an all-cash transaction where shareholders will receive $26.90 per share.
Key aspects of the transaction:
- Merger Sub (owned by C&S) will merge with SpartanNash, with SpartanNash surviving as a wholly-owned subsidiary
- Transaction requires SpartanNash shareholder approval at a special meeting to be announced
- Company will file preliminary and definitive proxy statements with SEC
The filing includes standard cautionary statements regarding forward-looking statements and details about potential risks, including regulatory approvals, closing conditions, and potential impacts on operations. Shareholders are urged to review the upcoming proxy materials carefully before making voting decisions.
On 22 June 2025, SpartanNash Company (Nasdaq: SPTN) filed an 8-K announcing it has signed an Agreement and Plan of Merger with New Mackinac HoldCo, Inc. (Parent), Mackinac Merger Sub, Inc. and C&S Wholesale Grocers, LLC (Guarantor). Under the agreement, Merger Sub will merge with and into SpartanNash, after which the Company will survive as a wholly-owned subsidiary of Parent.
At the effective time, each outstanding share of SpartanNash common stock (other than shares already held by Parent or Merger Sub) will automatically convert into the right to receive $26.90 in cash, without interest (the “Merger Consideration”). No stock or contingent consideration is contemplated, providing shareholders with an all-cash exit.
The transaction is subject to customary conditions, including (i) approval by SpartanNash shareholders at a forthcoming special meeting, (ii) required governmental and regulatory consents, and (iii) satisfaction or waiver of other closing conditions to be detailed in a subsequent 8-K. The Company will file preliminary and definitive proxy statements with the SEC; definitive materials will be mailed to eligible shareholders. The filing urges investors to read these documents in full when available.
A press release describing the transaction is furnished as Exhibit 99.1. Forward-looking statements in the filing highlight risks such as failure to obtain shareholder or regulatory approvals, potential termination fees, litigation, operational restrictions during the pendency of the deal, management distraction, and possible adverse effects on share price, credit ratings, employee retention and customer relationships if the merger is delayed or not completed.
This 8-K does not constitute an offer to sell or the solicitation of an offer to buy securities. Further details, including the full merger agreement and any updates to conditions, will be provided in future SEC filings.