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Merger Agreement | 6 Months Ended
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Jul. 12, 2025
Merger Agreement [Abstract] |
Merger agreement | Note 3 – Merger Agreement Transaction Overview On June 22, 2025, the Company entered into a Merger Agreement with C&S, pursuant to which C&S will acquire SpartanNash for a purchase price of $26.90 per share of SpartanNash common stock in cash, representing total consideration of $1.77 billion, which includes assumed debt. The Transaction was unanimously approved by the Boards of Directors of both companies and is expected to close in late 2025, subject to certain customary closing conditions, including, among other things, receipt of Company shareholder approval and applicable regulatory approvals. For additional information, see the full text of the Merger Agreement, which is included as Exhibit 2.1 within Item 6. Exhibits of this Form 10-Q. If the Transaction is consummated, the Common Stock will be delisted from the NASDAQ Global Select Market and deregistered under the Exchange Act. During the 12-week period ended July 12, 2025, the Company incurred legal and other third-party advisor expenses of approximately $8.3 million in connection with the pending Transaction. Treatment of Equity Awards and Stock Warrant Upon closing of the Transaction, pursuant to the terms of the Merger Agreement, each outstanding equity award granted prior to the date of the Merger Agreement and/or to a non-employee member of the Board of Directors will automatically vest (with performance share units vesting in full or on a pro rata basis based on the greater of the target and actual performance level, each in accordance with the Merger Agreement), and be cancelled and converted into the right to receive a cash payment equal to merger consideration and any accrued and unpaid dividends or dividend equivalents thereon. Any restricted stock units granted after the date of the Merger Agreement will vest as to one-third or one-sixth of the award, depending on the date of the closing of the Transaction, and be converted into the right to receive a cash payment equal to the merger consideration, and the remainder will be converted into a cash-based award based on the merger consideration that will otherwise continue to vest in accordance with the original terms and conditions applicable to such award. The Company previously issued Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon, a warrant to acquire up to an aggregate of 5,437,272 shares of the Company’s common stock (the “Warrant”), subject to certain vesting conditions. Pursuant to the terms of the Merger Agreement, if any portion of the Warrant is then outstanding at least ten business days prior to closing of the Transaction, the Company shall, under certain circumstances, effect the exercise thereof through a Cashless Exercise (as defined in the Merger Agreement). For further information related to the Company's stock-based employee awards and the stock warrant, refer to Note 13.

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