SpartanNash Co. Files 8-K: Asset Deal, Delisting Notice, Officer Changes

TL;DR

SpartanNash 8-K: Asset sale done, but facing delisting risk & officer shakeup. Big changes ahead.

AI Summary

SpartanNash Co. announced on September 22, 2025, the termination of a material definitive agreement and the completion of an acquisition or disposition of assets. The company also provided notice of potential delisting or failure to meet continued listing rules, indicating material modifications to security holder rights and a change in control of the registrant. Additionally, there were changes in officers and compensatory arrangements, amendments to governing documents, and the filing of financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate restructuring and potential financial distress for SpartanNash, which could impact its stock price and operational stability.

Risk Assessment

Risk Level: high — The filing indicates a change in control, termination of agreements, and potential delisting, all of which are significant risk factors.

Key Players & Entities

• SpartanNash Co. (company) — Registrant
• 0001104659-25-091946 (filing_id) — Accession Number
• 20250922 (date) — Filing Date

FAQ

Key Financial Figures

• $26.90 — was converted into the right to receive $26.90 in cash, without interest (the "Merger

Filing Documents

• tm2526608d1_8k.htm (8-K) — 49KB
• tm2526608d1_ex3-1.htm (EX-3.1) — 9KB
• tm2526608d1_ex3-2.htm (EX-3.2) — 101KB
• tm2526608d1_8kimg006.jpg (GRAPHIC) — 16KB
• tm2526608d1_ex3-1img001.jpg (GRAPHIC) — 128KB
• tm2526608d1_ex3-1img002.jpg (GRAPHIC) — 229KB
• tm2526608d1_ex3-1img003.jpg (GRAPHIC) — 159KB
• tm2526608d1_ex3-1img004.jpg (GRAPHIC) — 213KB
• tm2526608d1_ex3-1img005.jpg (GRAPHIC) — 56KB
• 0001104659-25-091946.txt ( ) — 1461KB
• sptn-20250922.xsd (EX-101.SCH) — 3KB
• sptn-20250922_lab.xml (EX-101.LAB) — 33KB
• sptn-20250922_pre.xml (EX-101.PRE) — 22KB
• tm2526608d1_8k_htm.xml (XML) — 4KB

02

Item 1.02 Termination of a Material Definitive Agreement. The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. In connection with the completion of the Merger, on September 22, 2025, all outstanding obligations in respect of principal, interest and fees under that certain Amended and Restated Loan and Security Agreement, dated as of November 19, 2013 (the "Existing Credit Facility"), by and among the Borrowers (as defined in the Existing Credit Facility) party thereto, the Guarantors (as defined in the Existing Credit Facility) party thereto, the Lenders (as defined in the Existing Credit Facility) party thereto, Wells Fargo Capital Finance, LLC, as administrative and collateral agent, Wells Fargo Bank, National Association, Bank of America, N.A. and Fifth Third Bank, as Joint Lead Arrangers and Joint Bookrunners, Bank of America, N.A. and Fifth Third Bank, as Syndication Agents and BMO Harris Bank, N.A. and U.S. Bank, National Association, as Documentation Agents (as amended, amended and restated, supplemented or otherwise modified from time to time), were repaid, all commitments under the Existing Credit Facility were terminated and all liens and guarantees granted in connection therewith were released.

01

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, no par value ("SpartanNash common stock"), issued and outstanding immediately prior to the Effective Time (excluding SpartanNash common stock held by Parent or Merger Sub, in each case, immediately prior to the Effective Time) and all rights in respect thereof, by virtue of the Merger, was converted into the right to receive $26.90 in cash, without interest (the "Merger Consideration"), subject to any applicable withholding taxes. In addition, pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding SpartanNash equity-based award granted prior to the date of the Merger Agreement or to a non-employee director vested (with any awards subject to performance-based vesting conditions vesting to the extent set forth in the Merger Agreement and SpartanNash's confidential disclosure letter) and was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration (and any accrued but unpaid dividends or dividend equivalents) for each share of SpartanNash common stock subject to such equity-based award immediately prior to the Effective Time, with the number of shares of SpartanNash common stock determined based on the greater of the target and actual performance level for any award subject to performance-based vesting conditions, as determined by the Compensation Committee of the SpartanNash board of directors (the "Board"), (ii) any remaining unvested portion of any SpartanNash equity-based award granted prior to the date of the Merger Agreement that was subject to performance-based vesting conditions that did not vest as described in clause (i) was cancel

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. In connection with the closing of the Merger, the Company notified The Nasdaq Stock Market LLC ("Nasdaq") that, at the Effective Time, each share of SpartanNash common stock issued and outstanding immediately prior to the Effective Time (excluding SpartanNash common stock held by Parent or Merger Sub, in each case, immediately prior to the Effective Time) was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration. In addition, the Company requested that Nasdaq delist SpartanNash common stock, and as a result, trading of SpartanNash common stock, which traded under the ticker symbol "SPTN" on Nasdaq, was suspended prior to the open of trading on Nasdaq on September 22, 2025. The Company also requested that Nasdaq file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of SpartanNash common stock from Nasdaq and the deregistration of SpartanNash common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, SpartanNash common stock will no longer be listed on Nasdaq. In addition, after effectiveness of the Form 25, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting the termination of registration of the shares of SpartanNash common stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the shares of SpartanNash common stock.

03

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

01

Item 5.01 Changes in Control of Registrant. The information set forth in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. At the Effective Time, a change of control of the Company occurred. Merger Sub merged with and into the Company, the separate corporate existence of Merger Sub ceased, and the Company was the surviving corporation in the Merger and, as a result, is now a wholly-owned subsidiary of Parent.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. As of the Effective Time, in accordance with the terms of the Merger Agreement, all of the directors of the Company resigned and ceased to be directors. No director was terminated or resigned because of any disagreement with the Company, its management or its board of directors on any matter relating to its operations, policies or practices. As of the Effective Time, in accordance with the terms of the Merger Agreement, the directors of Merger Sub as of immediately prior to the Effective Time became the directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their resignation or removal, in each case, in accordance with the bylaws of the Surviving Corporation. As of the Effective Time, in accordance with the terms of the Merger Agreement, the officers of the Company as of immediately prior to the Effective Time became the officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their resignation or removal, in each case, in accordance with the bylaws of the Surviving Corporation.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. In connection with the closing of the Merger, the Company's articles of incorporation were amended and restated in their entirety (the "Amended and Restated Articles of Incorporation") and the Company's bylaws were amended and restated in their entirety (the "Amended and Restated Bylaws"), each in accordance with the Merger Agreement. Copies of the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference into this Item 5.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Description 2.1 * Agreement and Plan of Merger, dated as of June 22, 2025, by and among SpartanNash Company, New Mackinac HoldCo, Inc., Mackinac Merger Sub, Inc. and C&S Wholesale Grocers, LLC (incorporated by reference to Exhibit 2.1 to SpartanNash's Current Report on Form 8-K filed on June 23, 2025) 3.1 Amended and Restated Articles of Incorporation of SpartanNash Company 3.2 Amended and Restated Bylaws of SpartanNash Company 104 The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language) * Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. SpartanNash will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. SpartanNash may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 22, 2025 SpartanNash Company By: /s/ Ileana McAlary Ileana McAlary Executive Vice President, Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR