DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


	Filed by the Registrant ☒
	Filed by a Party other than the Registrant ☐
	Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

SpartanNash Company

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): August 14, 2025

     

SpartanNash Company

(Exact name of Registrant as Specified in Its Charter)


Michigan	000-31127	38-0593940
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

850 76th Street, S.W. P.O. Box 8700
Grand Rapids, Michigan		49518-8700
(Address of Principal Executive Offices)		(Zip Code)

      Registrant’s Telephone Number, Including Area Code: (616) 878-2000

     

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	SPTN	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 14, 2025, SpartanNash Company (“SpartanNash”) issued the press release attached to this Form 8-K as Exhibit 99.1 concerning its financial results for the 12-week second quarter ended July 12, 2025. The information contained in this Current Report on Form 8-K (including Exhibit 99.1 referenced herein) is being furnished and is not “filed” with the Securities and Exchange Commission (“SEC”) and is not incorporated by reference into any registration statement under the Securities Act of 1933.

The press release contains forward-looking statements within the meaning of the Securities Act and the Exchange Act and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to SpartanNash’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in SpartanNash’s other documents filed with the SEC, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits: The following document is attached as an exhibit to this report on Form 8-K:


Exhibit No.		Description
99.1		Press Release dated August 14, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 14, 2025	SpartanNash Company

	By:	/s/ Jason Monaco
		Jason Monaco Executive Vice President and Chief Financial Officer (Principal Financial Officer)


	Exhibit 99.1

FOR IMMEDIATE RELEASE

SpartanNash Announces Second Quarter Fiscal 2025 Results

Strong Profitability Driven by Gross Margin Improvements and Contributions from Recent Acquisitions

C&S Wholesale Grocers Transaction is Expected to Close in Late 2025

GRAND RAPIDS, Mich. – Aug. 14, 2025 – Food solutions company SpartanNash® (the "Company") (Nasdaq: SPTN) today reported financial results for its 12-week second quarter ended July 12, 2025.

"I’m proud of our team’s continued focus and efforts to execute on the strategic plan, which delivered strong profitability driven by cost savings and expanded margins. Our performance remains ahead of our expectations as we work to maximize shareholder value," said SpartanNash President and CEO Tony Sarsam. "Closing the C&S transaction remains a top priority, and we are energized by the opportunity to deliver even greater value to hometown grocery stores and shoppers across the country."

Second Quarter Fiscal 2025 Highlights(1)

•

Net sales increased 1.8% to $2.27 billion, driven by contributions from recent acquisitions in the Retail segment, partially offset by lower volume in the Wholesale segment.

Wholesale segment net sales decreased 3.0% to $1.51 billion primarily due to reduced case volumes in the national accounts customer channel and the elimination of intercompany sales to the newly acquired Fresh Encounter Inc. stores. These declines were partially offset by higher sales in the military customer channel.

Retail segment net sales increased 12.8% to $762.9 million due to incremental sales from recently acquired stores. Retail comparable store sales decreased 0.5% due to lower unit volumes.

•

Net earnings of $6.2 million or $0.18 per diluted share, compared to $11.5 million or $0.34 per diluted share. Adjusted EPS(2)(3) of $0.54, compared to $0.59.

Net earnings were lower due to costs associated with the pending merger, depreciation and amortization, enterprise-wide organizational realignment, and higher incentive compensation. These impacts were partially offset by an improved Wholesale segment gross margin rate, lower restructuring and asset impairment charges, and decreased corporate administrative costs. Adjusted EPS(2)(3) excludes the impact of acquisition and integration, organizational realignment, restructuring and asset impairment charges.

•

Adjusted EBITDA(3)(4) of $68.7 million, compared to $64.5 million.

The improvement was driven by the factors above, excluding the unfavorable increase in non-cash expenses, primarily depreciation and amortization, that impacted adjusted EPS(2)(3).

Other Fiscal 2025 Highlights(5)

•

Cash generated from operating activities of $112.6 million compared to $132.1 million.

•

Net long-term debt(6) to adjusted EBITDA(3)(4) ratio of 2.7x improved sequentially compared to 2.9x at the end of the first quarter.

•

Capital expenditures and IT capital(7) of $56.2 million compared to $73.4 million.

•

Returned $15.5 million to shareholders through dividends.

(1)

All comparisons are for the second quarter of 2025 compared with the second quarter of 2024, unless otherwise noted.

(2)

A reconciliation of net earnings to adjusted earnings from continuing operations, as well as per diluted share (“adjusted EPS”), a non-GAAP financial measure, is provided in Table 3.

(3)

Non-GAAP profitability measures exclude, among other items, acquisition and integration activity, organizational realignment expenses, restructuring and asset impairment charges, and the impact of the LIFO provision.

(4)

A reconciliation of net earnings to adjusted EBITDA, a non-GAAP financial measure, is provided in Table 2.

(5)

All comparisons are for the fiscal year-to-date 2025 compared with the fiscal year-to-date 2024, unless otherwise noted.

(6)

A reconciliation of long-term debt and finance lease obligations to net long-term debt and net loss to adjusted EBITDA, non-GAAP financial measures, are provided in Table 4.

(7)

A reconciliation of purchases of property and equipment to capital expenditures and IT capital, a non-GAAP financial measure, is provided in Table 5.

C&S Wholesale Grocers Transaction

On June 22, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with C&S Wholesale Grocers, LLC (“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, including assumed net debt (the “Transaction”). Details regarding the Transaction can be found in the Form 8-K filed on June 23, 2025 and the joint press release issued by the Company and C&S on June 23, 2025. The Transaction price represents a 52.5% premium over SpartanNash's closing price on June 20, 2025, of $17.64, and a premium of 42.0% to its 30-day volume-weighted average stock price of SpartanNash common stock as of June 20, 2025.

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, Company shareholder approval and applicable regulatory approvals.

Earnings Conference Call and Fiscal 2025 Outlook

As previously announced on July 31, 2025, in light of the pending Transaction the Company will not host a quarterly earnings conference call. The Company will not provide fiscal 2025 financial guidance due to the pending Transaction.

About SpartanNash

SpartanNash (Nasdaq: SPTN) is a food solutions company that delivers the ingredients for a better life. Committed to fostering a People First culture, the SpartanNash family of Associates is 20,000 strong. SpartanNash operates two complementary business segments – food wholesale and grocery retail. Its global supply chain network serves wholesale customers that include independent and chain grocers, national retail brands, e-commerce platforms, and U.S. military commissaries and exchanges. SpartanNash distributes products for every aisle in the grocery store, from fresh produce to household goods to its OwnBrands, which include the Our Family® portfolio of products. On the retail side, SpartanNash operates nearly 200 brick-and-mortar grocery stores, primarily under the banners of Family Fare®, Martin’s Super Markets and D&W® Fresh Market, in addition to dozens of pharmacies and fuel centers with convenience stores. Leveraging insights and solutions across its segments, SpartanNash offers a full suite of support services for independent grocers. For more information, visit spartannash.com.

Forward-Looking Statements

The matters discussed in this communication and in any related oral statements include “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, including statements regarding the Transaction of SpartanNash by C&S, shareholder and regulatory approvals, the expected timetable for completing the Transaction, expected benefits of the Transaction and any other statements regarding the future plans, strategies, objectives, goals or expectations of the combined company. These forward-looking statements may be identifiable by words or phrases indicating that SpartanNash and/or C&S “expects,” “projects,” “anticipates,” “plans,” “believes,” “intends,” or “estimates,” or that a particular occurrence or event “may,” “could,” “should,” “will” or “will likely” result, “occur” or “be pursued” or “continue” in the future, that the “outlook,” “trend,” “guidance” or “target” is toward a particular result or occurrence, that a development is an “opportunity,” “priority,” “strategy,” “focus,” that the combined company is “positioned” for a particular result, or similarly stated expectations. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date made. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies may affect actual results and could cause actual results to differ materially.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include risks related to the Transaction such as the ability to complete the Transaction on the agreed terms and expected timetable; the business uncertainties, operational disruptions and contractual restrictions during the pendency of the Transaction; litigation and regulatory proceedings related to the Transaction; the Company's ability to compete in an extremely competitive industry; the Company's dependence on certain major customers; the Company's ability to implement its growth strategy and transformation initiatives; the Company's ability to implement its growth strategy through acquisitions and successfully integrate acquired businesses; disruptions to the Company's information technology systems and security network, including security breaches and cyber-attacks; impacts to the availability and performance of the Company’s information technology systems; changes in relationships with the Company's vendor base; changes in product availability and product pricing from vendors; macroeconomic uncertainty, including rising inflation, potential economic recession, tariffs and increasing interest rates; difficulty attracting and retaining well-qualified Associates and effectively managing increased labor costs; failure to successfully retain or manage transitions with executive leaders and other key personnel; changes in geopolitical conditions; impairment charges for goodwill or other long-lived assets; impacts to the Company's business and reputation due to focus on environmental, social and governance matters; customers to whom the Company extends credit or for whom the Company guarantees loans may fail to repay the Company; disruptions associated with severe weather conditions and natural disasters, including effects from climate change; disruptions associated with disease outbreaks; the Company's ability to manage its private brand program for U.S. military commissaries, including the termination of the program or not achieving the desired results; the Company's level of indebtedness; interest rate fluctuations; the Company's ability to service its debt and to comply with debt covenants; changes in government regulations; labor relations issues; changes in the military commissary system, including its supply chain, or in the level of governmental funding; product recalls and other product-related safety concerns; cost increases related to multi-employer pension plans; and other risks and uncertainties listed under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's most recent Annual Report on Form 10-K and in subsequent filings with the Securities and Exchange Commission (the “SEC”). Additional risks and uncertainties not currently known to the Company or that the Company currently believes are immaterial also may impair its business, operations, liquidity, financial condition and prospects. The Company undertakes no obligation to update or revise its forward-looking statements to reflect developments that occur or information obtained after the date of this report.

Additional Information about the Proposed Transaction and Where to Find It

In connection with the Transaction, SpartanNash filed with the SEC a definitive proxy statement relating to the Transaction on July 31, 2025 and first mailed the definitive proxy statement and a proxy card to shareholders of record of SpartanNash on or about the same day. This communication is not intended to be, and is not, a substitute for the definitive proxy statement or any other document that SpartanNash has filed or expects to file with the SEC in connection with the Transaction. SPARTANNASH URGES INVESTORS TO READ THE DEFINITIVE PROXY STATEMENT AND THESE OTHER MATERIALS FILED OR TO BE FILED WITH THE SEC OR INCORPORATED BY REFERENCE INTO THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SPARTANNASH AND THE TRANSACTION. Any vote in respect of resolutions to be proposed at the SpartanNash shareholder meeting to approve the Transaction or other responses in relation to the Transaction should be made only on the basis of the information contained in the definitive proxy statement. Investors will be able to obtain free copies of the definitive proxy statement (when available) and other documents that will be filed by SpartanNash with the SEC at www.sec.gov, the SEC’s website, or from SpartanNash’s website at https://www.spartannash.com. In addition, the definitive proxy statement and other documents filed by SpartanNash with the SEC (when available) may be obtained from SpartanNash free of charge by directing a request to Investor Relations at https://corporate.spartannash.com/investor-relations.

No Offer or Solicitation

This press release is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

SpartanNash, its directors and certain of its officers and employees, may be deemed to be participants in the solicitation of proxies from SpartanNash shareholders in connection with the Transaction. Information about the SpartanNash’s directors and executive officers is set forth under the captions “Proposal 1–Election of Directors,” “Board of Directors,” “Ownership of SpartanNash Stock,” “SpartanNash’s Executive Officers,” “Executive Compensation” and “Compensation of Directors” sections of the definitive proxy statement for the SpartanNash annual meeting of shareholders, filed with the SEC on April 1, 2025. Additional information regarding ownership of SpartanNash’s securities by its directors and executive officers is included in such persons’ SEC filings on Forms 3 and 4. These documents may be obtained free of charge at the SEC’s web site at www.sec.gov and on the Investor Relations page of SpartanNash’s website located at https://corporate.spartannash.com/investor-relations. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Transaction will be included in the proxy statement that SpartanNash expects to file in connection with the Transaction and other relevant materials SpartanNash may file with the SEC.

# # #

INVESTOR CONTACT:

Kayleigh Campbell

Head of Investor Relations

kayleigh.campbell@spartannash.com

MEDIA CONTACT:

Adrienne Chance

SVP and Chief Communications Officer

press@spartannash.com

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)


	12 Weeks Ended						28 Weeks Ended
	July 12,			July 13,			July 12,			July 13,
(In thousands, except per share amounts)	2025			2024			2025			2024
Net sales	$	2,271,145		$	2,230,756		$	5,180,769		$	5,037,019
Cost of sales		1,888,523			1,877,753			4,316,653			4,243,672
Gross profit		382,622			353,003			864,116			793,347

Operating expenses
Selling, general and administrative		355,273			318,157			814,334			721,790
Acquisition and integration, net		9,315			2,613			13,155			2,940
Restructuring and asset impairment, net		(90	)		6,107			(458	)		11,875
Total operating expenses		364,498			326,877			827,031			736,605

Operating earnings		18,124			26,126			37,085			56,742

Other expenses and (income)
Interest expense, net		12,280			10,541			27,492			24,028
Other, net		(208	)		(550	)		(459	)		(1,598	)
Total other expenses, net		12,072			9,991			27,033			22,430

Earnings before income taxes		6,052			16,135			10,052			34,312
Income tax (benefit) expense		(138	)		4,646			1,782			9,852
Net earnings	$	6,190		$	11,489		$	8,270		$	24,460

Net earnings per basic common share	$	0.18		$	0.34		$	0.24		$	0.72

Net earnings per diluted common share	$	0.18		$	0.34		$	0.24		$	0.71

Weighted average shares outstanding:
Basic		33,915			33,726			33,808			33,962
Diluted		34,446			33,958			34,234			34,329

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	July 12,		December 28,
(In thousands)	2025		2024
Assets
Current assets
Cash and cash equivalents	$	25,504	$	21,570
Accounts and notes receivable, net		450,133		448,887
Inventories, net		530,148		546,312
Prepaid expenses and other current assets		82,200		75,042
Total current assets		1,087,985		1,091,811

Property and equipment, net		759,350		779,984
Goodwill		181,035		181,035
Intangible assets, net		115,570		117,821
Operating lease assets		306,434		327,211
Other assets, net		107,135		104,434

Total assets	$	2,557,509	$	2,602,296

Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	510,506	$	485,017
Accrued payroll and benefits		60,767		85,829
Other accrued expenses		60,142		61,993
Current portion of operating lease liabilities		47,165		49,562
Current portion of long-term debt and finance lease liabilities		14,970		12,838
Total current liabilities		693,550		695,239

SEC Form DEF 14A filed by SpartanNash Company