UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~April~~July 1912, 2025.


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 000-31127

SPARTANNASH COMPANY

(Exact Name of Registrant as Specified in Its Charter)


Michigan		38-0593940
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

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

(616) 878-2000

(Registrant’s Telephone Number, Including Area Code)

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

      Large accelerated filer

      ☒

      Accelerated filer

      ☐

      Non-accelerated filer

      ☐

      Smaller reporting company

      ☐

      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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~May~~August 2712, 2025, the registrant had 33,~~849~~858,~~873~~092 outstanding shares of common stock, no par value.

FORWARD-LOOKING STATEMENTS

The matters discussed in this report, ~~in the Company’s press releases, and in the Company’s website-accessible conference calls with analysts~~ include "“forward-looking statements"” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended ("the “Exchange Act"”), ~~about~~including statements regarding the future plans, strategies, objectives, goals or expectations of the Company. These forward-looking statements may be identifiable by words or phrases indicating that ~~the~~SpartanNash ~~Company~~ and/or ~~management~~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 ~~Company~~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. These risks and uncertainties include 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. 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.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include risks related to the transactions described in the Agreement and Plan of Merger (the “Merger Agreement”) with C&S Wholesale Grocers, LLC (“C&S”), pursuant to which C&S will acquire SpartanNash (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.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Earnings	5
	Condensed Consolidated Statements of Comprehensive Income	6
	Condensed Consolidated Statements of Shareholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2122
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3033
Item 4.	Controls and Procedures	3033
PART II.	OTHER INFORMATION	3135
Item 1.	Legal Proceedings	3135
Item 1A.	Risk Factors	3135
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3136
Item 5.	Other Information	3136
Item 6.	Exhibits	3237
	Signatures	3338

PART I

FINANCIAL INFORMATION

ITEM 1. Financial Statements

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, Unaudited)

	April 19,			December 28,
	July 12,			December 28,
	2025			2024
Assets
Current assets
Cash and cash equivalents	$	1925,~~970~~504		$	21,570
Accounts and notes receivable, net		~~465~~450,~~218~~133			448,887
Inventories, net		~~527~~530,~~428~~148			546,312
Prepaid expenses and other current assets		8682,~~000~~200			75,042
Total current assets		1,~~098~~087,~~616~~985			1,091,811
Property and equipment, net		~~766~~759,~~015~~350			779,984
Goodwill		181,035			181,035
Intangible assets, net		~~116~~115,~~541~~570			117,821
Operating lease assets		~~314~~306,~~008~~434			327,211
Other assets, net		~~104~~107,~~361~~135			104,434
Total assets	$	2,~~580~~557,~~576~~509		$	2,602,296
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	~~491~~510,~~116~~506		$	485,017
Accrued payroll and benefits		5360,~~340~~767			85,829
Other accrued expenses		5560,~~697~~142			61,993
Current portion of operating lease liabilities		47,~~401~~165			49,562
Current portion of long-term debt and finance lease liabilities		1514,~~043~~970			12,838
Total current liabilities		~~662~~693,~~597~~550			695,239
Long-term liabilities
Deferred income taxes		~~100~~99,~~675~~214			91,010
Operating lease liabilities		~~290~~281,~~472~~946			305,051
Other long-term liabilities		2527,~~310~~004			26,537
Long-term debt and finance lease liabilities		~~761~~713,~~985~~971			740,969
Total long-term liabilities		1,~~178~~122,~~442~~135			1,163,567
Commitments and contingencies (Note 9)
Commitments and contingencies (Note 10)
Shareholders’ equity
Common stock, voting, no par value; 100,000 shares authorized; 33,857 and 33,752 shares outstanding		458,421			454,751
Common stock, voting, no par value; 100,000 shares authorized; 33,858 and 33,752 shares outstanding		461,887			454,751
Preferred stock, no par value, 10,000 shares authorized; no shares outstanding		—			—
Accumulated other comprehensive (loss) income		(~~521~~200	)		1,337
Retained earnings		~~281~~280,~~637~~137			287,402
Total shareholders’ equity		~~739~~741,~~537~~824			743,490
Total liabilities and shareholders’ equity	$	2,~~580~~557,~~576~~509		$	2,602,296

See accompanying notes to condensed consolidated financial statements.

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share amounts)

(Unaudited)

	16 Weeks Ended
	12 Weeks Ended						28 Weeks Ended
	April 19, 2025			April 20, 2024
	July 12, 2025			July 13, 2024			July 12, 2025			July 13, 2024
Net sales	$	2,~~909~~271,~~624~~145		$	2,~~806~~230,~~263~~756		$	5,180,769		$	5,037,019
Cost of sales		21,~~428~~888,~~130~~523			21,~~365~~877,~~919~~753			4,316,653			4,243,672
Gross profit		~~481~~382,~~494~~622			~~440~~353,~~344~~003			864,116			793,347
Operating expenses
Selling, general and administrative		~~459~~355,~~061~~273			~~403~~318,~~633~~157			814,334			721,790
Acquisition and integration, net		39,~~840~~315			~~327~~2,613			13,155			2,940
Restructuring and asset impairment, net		(~~368~~90	)		56,~~768~~107			(458	)		11,875
Total operating expenses		~~462~~364,~~533~~498			~~409~~326,~~728~~877			827,031			736,605
Operating earnings		18,~~961~~124			3026,~~616~~126			37,085			56,742
Other expenses and (income)
Interest expense, net		1512,~~212~~280			1310,~~487~~541			27,492			24,028
Other, net		(~~251~~208	)		(~~1,048~~550	)		(459	)		(1,598	)
Total other expenses, net		1412,~~961~~072			129,~~439~~991			27,033			22,430
Earnings before income taxes		46,~~000~~052			1816,~~177~~135			10,052			34,312
Income tax expense		1,920			5,206
Income tax (benefit) expense		(138	)		4,646			1,782			9,852
Net earnings	$	26,~~080~~190		$	1211,~~971~~489		$	8,270		$	24,460
Net earnings per basic common share	$	0.0618		$	0.3834		$	0.24		$	0.72
Net earnings per diluted common share	$	0.0618		$	0.3734		$	0.24		$	0.71
Weighted average shares outstanding:
Basic		33,~~727~~915			3433,~~139~~726			33,808			33,962
Diluted		34,~~082~~446			3433,~~593~~958			34,234			34,329

See accompanying notes to condensed consolidated financial statements.

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, Unaudited)

	16 Weeks Ended
	12 Weeks Ended						28 Weeks Ended
	April 19, 2025			April 20, 2024
	July 12, 2025			July 13, 2024			July 12, 2025			July 13, 2024
Net earnings	$	26,~~080~~190		$	1211,~~971~~489		$	8,270		$	24,460
Other comprehensive (loss) income, before tax
Other comprehensive income (loss), before tax
Change in interest rate swap		~~(2,428~~420	)		4(2,~~608~~882	)		(2,008	)		1,726
Postretirement liability adjustment		—			(~~892~~570	)		—			(1,462	)
Total other comprehensive (loss) income, before tax		(2,428	)		3,716
Total other comprehensive income (loss), before tax		420			(3,452	)		(2,008	)		264
Income tax benefit (expense) related to items of other comprehensive (loss) income		570			(864	)
Income tax (expense) benefit related to items of other comprehensive income (loss)		(99	)		809			471			(55	)
Total other comprehensive (loss) income, after tax		(1,858	)		2,852
Total other comprehensive income (loss), after tax		321			(2,643	)		(1,537	)		209
Comprehensive income	$	~~222~~6,511		$	158,~~823~~846		$	6,733		$	24,669

See accompanying notes to condensed consolidated financial statements.

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, Unaudited)

							Accumulated
							Other
	Shares			Common			Comprehensive			Retained
	Outstanding			Stock			Income (Loss)			Earnings			Total
Balance at December 28, 2024		33,752		$	454,751		$	1,337		$	287,402		$	743,490
Net earnings		—			—			—			2,080			2,080
Other comprehensive loss		—			—			(1,858	)		—			(1,858	)
Dividends - $0.22 per share		—			—			—			(7,845	)		(7,845	)
Stock-based compensation		—			5,645			—			—			5,645
Issuances of common stock for vested restricted stock units		158			—			—			—			—
Stock warrant		—			188			—			—			188
Issuances of common stock for associate stock purchase plan		31			543			—			—			543
Cancellations of stock-based awards		(84	)		(2,706	)		—			—			(2,706	)
Balance at April 19, 2025		33,857		$	458,421		$	(521	)	$	281,637		$	739,537
Net earnings		—			—			—			6,190			6,190
Other comprehensive income		—			—			321			—			321
Dividends - $0.22 per share		—			—			—			(7,690	)		(7,690	)
Stock-based compensation		—			3,125			—			—			3,125
Stock warrant		—			110			—			—			110
Issuances of common stock for associate stock purchase plan and other stock-based awards		12			247			—			—			247
Cancellations of stock-based awards		(11	)		(16	)		—			—			(16	)
Balance at July 12, 2025		33,858		$	461,887		$	(200	)	$	280,137		$	741,824

							Accumulated
							Other
	Shares			Common			Comprehensive			Retained
	Outstanding			Stock			Income (Loss)			Earnings			Total
Balance at December 30, 2023		34,610		$	460,299		$	796		$	317,087		$	778,182
Net earnings		—			—			—			12,971			12,971
Other comprehensive income		—			—			2,852			—			2,852
Dividends - $0.2175 per share		—			—			—			(7,705	)		(7,705	)
Share repurchases		(134	)		(2,616	)		—			—			(2,616	)
Stock-based compensation		—			3,720			—			—			3,720
Stock warrant		—			326			—			—			326
Issuances of common stock for associate stock purchase plan		32			626			—			—			626
Cancellations of stock-based awards		(159	)		(3,151	)		—			—			(3,151	)
Balance at April 20, 2024		34,349		$	459,204		$	3,648		$	322,353		$	785,205
Net earnings		—			—			—			11,489			11,489
Other comprehensive loss		—			—			(2,643	)		—			(2,643	)
Dividends - $0.2175 per share		—			—			—			(7,582	)		(7,582	)
Share repurchases		(627	)		(12,435	)		—			—			(12,435	)
Stock-based compensation		—			1,856			—			—			1,856
Issuances of common stock for vested restricted stock units		15			—			—			—			—
Stock warrant		—			190			—			—			190
Issuances of common stock for associate stock purchase plan and other stock-based awards		19			291			—			—			291
Cancellations of stock-based awards		(6	)		(30	)		—			—			(30	)
Balance at July 13, 2024		33,750		$	449,076		$	1,005		$	326,260		$	776,341

See accompanying notes to condensed consolidated financial statements.

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, Unaudited)

	16 Weeks Ended
	28 Weeks Ended
	April 19, 2025			April 20, 2024
	July 12, 2025			July 13, 2024
Cash flows from operating activities
Net earnings	$	28,~~080~~270		$	1224,~~971~~460
Adjustments to reconcile net earnings to net cash provided by operating activities:
Non-cash restructuring, asset impairment, and other charges		(~~663~~835	)		612,~~168~~129
Depreciation and amortization		3664,~~843~~719			3053,~~646~~988
Non-cash rent		(34,~~183~~367	)		(~~985~~1,676	)
LIFO expense		48,~~634~~106			23,~~020~~529
Postretirement benefits income		(164	)		(856	)
Postretirement benefits expense (income)		213			(1,085	)
Deferred income taxes		1012,~~235~~483			64,~~547~~254
Stock-based compensation expense		58,~~645~~770			35,~~720~~576
Stock warrant		~~188~~298			~~326~~516
Loss (gain) on disposals of assets		102			(20	)
Loss on disposals of assets		237			44
Other operating activities		~~571~~1,003			~~567~~991
Changes in operating assets and liabilities:
Accounts receivable		(171,~~258~~913	)		(~~720~~3,619	)
Inventories		137,~~505~~308			1748,~~842~~517
Prepaid expenses and other assets		310,~~695~~042			12,~~947~~213
Accounts payable		1936,~~882~~636			(39,~~526~~962	)
Accrued payroll and benefits		(3225,~~819~~090	)		(3025,~~813~~604	)
Current income taxes		(811,~~951~~418	)		(63,~~377~~604	)
Other accrued expenses and other liabilities		(81,~~514~~899	)		(21,~~994~~507	)
Net cash provided by operating activities		25112,~~828~~563			36132,~~463~~098
Cash flows from investing activities
Purchases of property and equipment		(3151,~~593~~179	)		(4067,~~163~~074	)
Net proceeds from the sale of assets		~~251~~137			1,~~754~~901
Acquisitions, net of cash acquired		—			(14,898	)
Loans to customers		(7,707	)		—
Payments from customers on loans		2,~~017~~772			~~558~~983
Other investing activities		72(3,468	)		(~~253~~407	)
Net cash used in investing activities		(3659,~~960~~445	)		(3879,~~104~~495	)
Cash flows from financing activities
Proceeds from senior secured credit facility		~~428~~787,~~071~~690			~~412~~715,~~238~~399
Payments on senior secured credit facility		(~~403~~810,~~126~~947	)		(~~392~~721,~~905~~069	)
Repayment of other long-term debt and finance lease liabilities		(37,~~976~~015	)		(25,~~694~~879	)
Share repurchases		—			(215,~~616~~051	)
Net payments related to stock-based award activities		(2,~~706~~722	)		(3,~~151~~181	)
Dividends paid		(815,~~043~~476	)		(815,~~088~~360	)
Other financing activities		(~~688~~714	)		(~~139~~184	)
Net cash provided by financing activities		9,532			2,645
Net cash used in financing activities		(49,184	)		(45,325	)
Net (decrease) increase in cash and cash equivalents		(1,600	)		1,004
Net increase in cash and cash equivalents		3,934			7,278
Cash and cash equivalents at beginning of period		21,570			17,964
Cash and cash equivalents at end of period	$	1925,~~970~~504		$	1825,~~968~~242

See accompanying notes to condensed consolidated financial statements.

SPARTANNASH COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Summary of Significant Accounting Policies and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of SpartanNash Company and its subsidiaries (“SpartanNash” or “the Company”). Intercompany accounts and transactions have been eliminated. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024.

In the opinion of management, the accompanying condensed consolidated financial statements, taken as a whole, contain all adjustments, including normal recurring items, necessary to present fairly the financial position of SpartanNash as of ~~April~~July 1912, 2025, and the results of its operations and cash flows for the interim periods presented. The preparation of the condensed consolidated financial statements and related notes to the financial statements requires management to make estimates. Estimates are based on historical experience, where applicable, and expectations of future outcomes which management believes are reasonable under the circumstances. Interim results are not necessarily indicative of results for a full year.

The unaudited information in the condensed consolidated financial statements for the ~~first~~second ~~quarters~~quarter and year-to-date periods of 2025 and 2024 include the results of operations of the Company for the 1612- and 28-week periods ended ~~April~~July 1912, 2025 and ~~April~~July 2013, 2024, respectively.

Note 2 – Adoption of New Accounting Standards and Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. The Company adopted ASU 2023-07 during the year ended December 28, 2024. See Note 1516 Reportable Segment Information in the accompanying notes to the condensed consolidated financial statements for further detail.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

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.

~~Note~~Treatment 3of –Equity ~~Acquisitions~~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.

Note 4 – Acquisitions

The Company acquired all of the outstanding shares of Metcalfe Markets, Inc. ("Metcalfe's") and Fresh Encounter Inc. ("Fresh Encounter") on May 19, 2024 and November 30, 2024, respectively. On December 9, 2024, the Company acquired certain assets and assumed certain liabilities of Markham Enterprises ("Markham"). The acquisitions were funded with proceeds from the Company’s Revolving Credit Facility. The following table provides the purchase price and the fair value of identified assets and acquired liabilities assumed at the date of acquisition:

(In thousands)	Total Acquisitions
Consideration
Cash paid at closing	$	122,741
Less: Cash acquired		(4,804	)
Acquisitions, net of cash acquired		117,937
Contingent consideration arrangement		3,000
Purchase price adjustments		8,395
Fair value of total consideration transferred		129,332
Identifiable assets acquired and liabilities assumed, net of cash acquired:
Accounts receivable		8,~~430~~571
Inventory		36,606
Prepaid expenses		1,404
Intangible assets		32,750
Operating lease assets		78,788
Property and equipment		7066,~~785~~385
Other assets		259
Accounts payable		(14,968	)
Accrued payroll and benefits		(5,036	)
Other accrued expenses		(6,~~660~~208	)
Deferred income taxes		(118,~~933~~126	)
Operating lease liabilities		(78,788	)
Other long-term liabilities		(894	)
Long-term debt and finance lease liabilities		(26,002	)
Total identifiable assets		84,741
Goodwill	$	44,591
Note: Purchase price adjustments include non-cash settlements of prior accounts receivable balances, as well as net working capital adjustments.

The acquired assets and assumed liabilities were recorded at their estimated fair values as of the acquisition dates based on preliminary estimates. These estimates are subject to revision upon the finalization of the valuations of the certain acquired assets including property and equipment, intangible assets, working capital and related deferred tax liabilities. Any adjustments will be made prior to the ends of respective one-year measurement periods. The excess of the purchase price over the fair value of net assets acquired was recorded as goodwill in the consolidated balance sheet and allocated to the Retail segment. The goodwill related to the Markham acquisition is deductible for tax purposes, while the goodwill related to the Metcalfe's and Fresh Encounter acquisitions is not deductible for tax purposes. During the fourth quarter of fiscal 2024, the Company determined that the Retail reporting unit's carrying value exceeded its fair value. Accordingly, the goodwill associated with these acquisitions was fully impaired.10

The acquired assets and assumed liabilities were recorded at their estimated fair values as of the acquisition dates based on estimates. These estimates are subject to revision upon the finalization of the valuations of the certain acquired assets including property and equipment, intangible assets, working capital and related deferred tax liabilities. Any adjustments will be made prior to the ends of respective measurement periods. The excess of the purchase price over the fair value of net assets acquired was recorded as goodwill in the consolidated balance sheet and allocated to the Retail segment. During the fourth quarter of fiscal 2024, the Company determined that the Retail reporting unit's carrying value exceeded its fair value. Accordingly, the goodwill associated with these acquisitions was fully impaired. The goodwill related to the Markham acquisition is deductible for tax purposes, while the goodwill related to the Metcalfe's acquisition is not deductible for tax purposes. The majority of the goodwill for the Fresh Encounter acquisition is not deductible for tax purposes.

Metcalfe's currently operates three stores in Wisconsin with approximately 500 employees. Metcalfe's was not previously a customer of the Company's Wholesale segment. The acquisition expands the Company's Retail segment further into Wisconsin.

Fresh Encounter currently operates 49 stores in Ohio, Indiana and Kentucky with approximately 2,500 employees under the retail store banners Community Markets, Remke Markets, Chief Markets and Needler's Fresh Market. Prior to the acquisition, Fresh Encounter was an independent retailer and customer of the Company’s Wholesale segment. The acquisition expanded the footprint of the Company’s Retail segment into Kentucky and grew the existing footprint in Ohio and Indiana.

Markham currently operates three fuel centers/convenience stores, in addition to providing fuel distribution services, in mid-Michigan, with approximately 40 employees. Markham was not previously a customer of the Company's Wholesale segment. The acquisition expanded the footprint of the Company's Retail segment, specifically fuel centers, further into mid-Michigan.

Consistent with other corporate-owned retail stores and fuel centers, intercompany sales between the Wholesale segment and Metcalfe's, Fresh Encounter, and Markham are eliminated.

~~Note 4 – Revenue~~ 11

Note 5 – Revenue

Disaggregation of Revenue

The following table provides information about disaggregated revenue by type of products and customers for each of the Company’s reportable segments:

	16 Weeks Ended April 19, 2025
	12 Weeks Ended July 12, 2025						28 Weeks Ended July 12, 2025
(In thousands)	Wholesale		Retail		Total		Wholesale		Retail		Total
Type of products:
Center store (a)	$	~~723~~563,~~401~~192	$	~~362~~289,~~028~~193	$	1852,~~085,429~~385	$	1,286,593	$	651,221	$	1,937,814
Fresh (b)		~~611~~484,~~963~~947		~~365~~298,~~674~~884		~~977~~783,~~637~~831		1,096,910		664,558		1,761,468
Non-food (c)		~~604~~438,~~735~~456		~~175~~136,~~199~~347		~~779~~574,~~934~~803		1,043,191		311,546		1,354,737
Fuel		—		4438,~~028~~222		4438,~~028~~222		—		82,250		82,250
Other		2221,~~322~~695		~~274~~209		2221,~~596~~904		44,017		483		44,500
Total	$	1,~~962~~508,~~421~~290	$	~~947~~762,~~203~~855	$	2,~~909~~271,~~624~~145	$	3,470,711	$	1,710,058	$	5,180,769
Type of customers:
Individuals	$	—	$	~~946~~762,~~929~~646	$	~~946~~762,~~929~~646	$	—	$	1,709,575	$	1,709,575
Independent retailers (d)		~~608~~498,~~338~~198		—		~~608~~498,~~338~~198		1,106,536		—		1,106,536
National accounts		~~620~~462,~~078~~312		—		~~620~~462,~~078~~312		1,082,390		—		1,082,390
Military (e)		~~722~~538,~~183~~340		—		~~722~~538,~~183~~340		1,260,523		—		1,260,523
Other		119,~~822~~440		~~274~~209		129,~~096~~649		21,262		483		21,745
Total	$	1,~~962~~508,~~421~~290	$	~~947~~762,~~203~~855	$	2,~~909~~271,~~624~~145	$	3,470,711	$	1,710,058	$	5,180,769
	16 Weeks Ended April 20, 2024
	12 Weeks Ended July 13, 2024						28 Weeks Ended July 13, 2024
(In thousands)	Wholesale		Retail		Total		Wholesale		Retail		Total
Type of products:
Center store (a)	$	~~761~~576,~~245~~284	$	~~303~~256,~~214~~841	$	1833,~~064,459~~125	$	1,337,529	$	560,055	$	1,897,584
Fresh (b)		~~615~~482,~~369~~558		~~296~~259,~~916~~255		~~912~~741,~~285~~813		1,097,927		556,171		1,654,098
Non-food (c)		~~608~~474,~~306~~486		~~148~~121,~~871~~583		~~757~~596,~~177~~069		1,082,792		270,454		1,353,246
Fuel		—		4238,~~921~~172		4238,~~921~~172		—		81,093		81,093
Other		2921,~~101~~300		~~320~~277		2921,~~421~~577		50,401		597		50,998
Total	$	21,~~014~~554,~~021~~628	$	~~792~~676,~~242~~128	$	2,~~806~~230,~~263~~756	$	3,568,649	$	1,468,370	$	5,037,019
Type of customers:
Individuals	$	—	$	~~791~~675,~~922~~851	$	~~791~~675,~~922~~851	$	—	$	1,467,773	$	1,467,773
Independent retailers (d)		~~665~~532,~~185~~398		—		~~665~~532,~~185~~398		1,197,583		—		1,197,583
National accounts		~~636~~492,~~630~~215		—		~~636~~492,~~630~~215		1,128,845		—		1,128,845
Military (e)		~~699~~521,~~907~~532		—		~~699~~521,~~907~~532		1,221,439		—		1,221,439
Other		128,~~299~~483		~~320~~277		128,~~619~~760		20,782		597		21,379
Total	$	21,~~014~~554,~~021~~628	$	~~792~~676,~~242~~128	$	2,~~806~~230,~~263~~756	$	3,568,649	$	1,468,370	$	5,037,019
(a) Center store includes dry grocery, frozen and beverages.
(b) Fresh includes produce, meat, dairy, deli, bakery, prepared proteins, seafood and floral.
(c) Non-food includes general merchandise, health and beauty care, tobacco products and pharmacy.
(d) Independent retailers include sales to manufacturers, brokers and distributors.
(e) Military represents the distribution of grocery products to U.S. military commissaries and exchanges, which primarily includes sales to manufacturers and brokers.

Contract Assets and Liabilities

Under its contracts with customers, the Company stands ready to deliver product upon receipt of a purchase order. Accordingly, the Company has no performance obligations under its contracts until its customers submit a purchase order. The Company does not receive pre-payment from its customers or enter into commitments to provide goods or services that have terms greater than one year. As the performance obligation is part of a contract that has an original expected duration of less than one year, the Company has applied the practical expedient under Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, to omit disclosures regarding remaining performance obligations.

Revenue recognized from performance obligations related to prior periods (for example, due to changes in estimated rebates and incentives impacting the transaction price) was not material in any period presented.

1112

For volume-based arrangements, the Company estimates the amount of the advanced funds earned by the retailers based on the expected volume of purchases by the retailer and amortizes the advances as a reduction of the transaction price and revenue earned. These advances are not considered contract assets under ASC 606 as they are not generated through the transfer of goods or services to the retailers. These advances are included in "Other assets, net" within the condensed consolidated balance sheets.

When the Company transfers goods or services to a customer, payment is due subject to normal terms and is not conditional on anything other than the passage of time. Typical payment terms range from "due upon receipt" to due within 30 days, depending on the customer. At contract inception, the Company expects that the period of time between the transfer of goods to the customer and when the customer pays for those goods will be less than one year, which is consistent with the Company’s standard payment terms. Accordingly, the Company has elected the practical expedient to not adjust for the effects of a significant financing component. As a result, these amounts are recorded as receivables and not contract assets. The Company had no contract assets for any period presented.

The Company does not typically incur incremental costs of obtaining a contract that are contingent upon successful contract execution and would therefore be capitalized.

Allowance for Credit Losses

Changes to the balance of the allowance for credit losses were as follows:

	Allowance for Credit Losses
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable			Total
Balance at December 28, 2024	$	2,917		$	481		$	3,398
Changes in credit loss estimates		~~121~~1,004			(2136	)		~~119~~1,140
Write-offs charged against the allowance		(335	)		—			(335	)
Balance at April 19, 2025	$	3,035		$	479		$	3,514
Balance at July 12, 2025	$	3,886		$	617		$	4,503
	Allowance for Credit Losses
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable			Total
Balance at December 30, 2023	$	4,611		$	1,212		$	5,823
Changes in credit loss estimates		~~(151~~52	)		(~~279~~307	)		(~~430~~255	)
Write-offs charged against the allowance		(3572	)		(350	)		(~~385~~422	)
Balance at April 20, 2024	$	4,425		$	583		$	5,008
Balance at July 13, 2024	$	4,591		$	555		$	5,146

Note 56 – Goodwill and Other Intangible Assets

The Company has two reporting units; however, no goodwill exists within the Retail reporting unit. The carrying amount of goodwill recorded within the Wholesale reporting unit was $181.0 million as of both ~~April~~July 1912, 2025 and December 28, 2024.

The Company has indefinite-lived intangible assets that are not amortized, consisting primarily of indefinite-lived trade names and liquor licenses. The carrying amount of indefinite-lived intangible assets was $88.5 million as of both ~~April~~July 1912, 2025 and December 28, 2024.

The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, as of the first day of the fourth quarter of each year, and more frequently if circumstances indicate impairment is more likely than not to have occurred. Such circumstances have not arisen in the current fiscal year. Testing goodwill and other indefinite-lived intangible assets for impairment requires management to make significant estimates about the Company’s future performance, cash flows, and other assumptions that can be affected by potential changes in economic, industry or market conditions, business operations, competition, or the Company’s stock price and market capitalization.

1213

Note 67 – Restructuring and Asset Impairment

The following table provides the activity of reserves for closed properties for the 1628-week period ended ~~April~~July 1912, 2025. Included in the liability are lease-related ancillary costs from the date of closure to the end of the remaining lease term, as well as related severance. Reserves for closed properties recorded in the condensed consolidated balance sheets are included in "Other accrued expenses" in Current liabilities and "Other long-term liabilities" in Long-term liabilities based on the timing of when the obligations are expected to be paid. Reserves for severance are recorded in "Accrued payroll and benefits".

	Reserves for Closed Properties
(In thousands)	Lease Ancillary Costs			Severance			Total
Balance at December 28, 2024	$	6,043		$	11		$	6,054
Provision for closing charges		2,605			—			2,605
Provision for severance		—			23			23
Lease termination adjustments		(3,497	)		—			(3,497	)
Changes in estimates		(33	)		—			(33	)
Accretion expense		85126			—			85126
Payments		(~~804~~1,423	)		(1134	)		(~~815~~1,457	)
Balance at April 19, 2025	$	4,399		$	—		$	4,399
Balance at July 12, 2025	$	3,821		$	—		$	3,821

Restructuring and asset impairment, net in the condensed consolidated statements of earnings consisted of the following:

	16 Weeks Ended
	12 Weeks Ended						28 Weeks Ended
(In thousands)	~~April~~July 1912, 2025			~~April~~July 2013, 2024			July 12, 2025			July 13, 2024
Asset impairment charges (a)	$	~~153~~—		$	6,~~121~~863		$	153		$	12,984
(Gain) loss on sales of assets related to closed facilities		(140	)		51
Gain on sales of assets related to closed facilities		—			(96	)		(140	)		(45	)
Provision for closing charges (b)		~~2,605~~—			—			2,605			—
Other costs (income) associated with site closures (c)		1,054			(254	)
Provision for severance		23			27			23			27
Lease termination adjustments (d)		(4,007	)		(150	)
Other costs (income) associated with site closures (c)		(113	)		(17	)		941			(271	)
Changes in estimates		(33	)		—
Lease termination adjustments (d)		—			(670	)		(4,007	)		(820	)
Total	$	(368	)	$	5,768
Changes in estimates		—			—			(33	)		—
Total	$	(90	)	$	6,107		$	(458	)	$	11,875

(a) Asset impairment charges in the ~~current year and~~ prior year were incurred in the Retail segment on long-lived assets inand ~~the~~an ~~Retail~~indefinite-lived ~~segment~~trade ~~due~~name toas a result of changes in the competitive environment.

(b) Provision for closing charges in the current year relate to the closure of four stores within the Retail segment.

(c) Other costs ~~activity~~ in the current year ~~primarily~~ relates to site closures within both segments and a gain on a lease modification in the Retail segment in the second quarter.

(d) Lease termination adjustments in the current year relate to gains recognized to terminate a lease agreement, which included the write-off of the lease liability totaling $0.5 million and the write-off of ancillary lease costs included in the reserve for closed properties totaling $3.5 million. In addition, lease termination adjustments in the prior year relate to the gain recognized to terminate a lease agreement, which included a $0.2 million write-off of the lease liability and a $0.5 million write-off of lease ancillary costs included in the reserve for closed properties.

~~Long-lived~~In ~~assets~~the ~~which~~prior ~~are~~year, ~~not~~due ~~recoverable~~to ~~are~~changes ~~measured~~in atthe ~~fair~~competitive ~~value~~environment, onthe aCompany ~~nonrecurring~~evaluated ~~basis~~an ~~using~~indefinite-lived ~~Level~~trade 3name ~~inputs~~within ~~under~~ the ~~fair~~Retail ~~value~~segment ~~hierarchy,~~for aspotential ~~further described in Note 7~~impairment. ~~Long~~The indefinite-lived ~~assets~~trade name with a book value of $023.27 million ~~and~~was measured at a fair value of $17.6 million, resulting in an impairment charge of $6.1 million. ~~were~~Indefinite-lived ~~fully~~intangible ~~impaired~~assets inare ~~the~~measured ~~current~~at ~~year~~fair ~~and~~value ~~prior~~using ~~year,~~Level ~~respectively.~~3 ~~The~~inputs under the fair value hierarchy, as further described in Note 8. Fair value of ~~long~~indefinite-lived assets is determined by estimating the amount and timing of net future cash flows, ~~including the expected proceeds from the sale of assets and expected insurance recoveries,~~ discounted using a risk-adjusted rate of interest. The Company estimates future cash flows based on historical results of operations, external factors expected to impact future performance, ~~experience~~ and, ~~knowledge~~in of the ~~geographic~~case ~~area~~of inindefinite-lived ~~which~~trade ~~the~~name assets ~~are located~~, ~~and~~estimated ~~when~~royalty ~~necessary, uses the support of real estate brokers~~rates.

Long-lived assets which are not recoverable are measured at fair value on a nonrecurring basis using Level 3 inputs under the fair value hierarchy, as further described in Note 8. In the current year, a long-lived asset with a book value of $0.2 million was fully impaired. In the prior year, assets with a book value of $7.4 –million ~~Fair~~were ~~Value~~measured ~~Measurements~~at a fair value of $0.5 million, resulting in impairment charges of $6.9 million. The fair value of long-lived assets is determined by estimating the amount and timing of net future cash flows, including the expected proceeds from the sale of assets and expected insurance recoveries, discounted using a risk-adjusted rate of interest. The Company estimates future cash flows based on historical results of operations, external factors expected to impact future performance, experience and knowledge of the geographic area in which the assets are located, and when necessary, uses the support of real estate brokers.

Note 8 – Fair Value Measurements

ASC 820, Fair Value Measurement, prioritizes the inputs to valuation techniques used to measure fair value into the following hierarchy:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability, reflecting the reporting entity’s own assumptions about the assumptions that market participants would use in pricing.

13Financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable and long-term debt. The carrying amounts of cash and cash equivalents, accounts and notes receivable, and accounts payable approximate fair value because of the short-term maturities of these financial instruments. For discussion of the fair value measurements related to goodwill, and long- or indefinite-lived asset impairment charges, refer to Notes 6 and 7. At July 12, 2025 and December 28, 2024, the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:

Financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable and long-term debt. The carrying amounts of cash and cash equivalents, accounts and notes receivable, and accounts payable approximate fair value because of the short-term maturities of these financial instruments. For discussion of the fair value measurements related to goodwill, and long- or indefinite-lived asset impairment charges, refer to Notes 5 and 6. At April 19, 2025 and December 28, 2024, the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:


(In thousands)	July 12, 2025		December 28, 2024
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and finance lease liabilities	$	14,970	$	12,838
Long-term debt and finance lease liabilities		717,138		744,307
Total book value of debt instruments		732,108		757,145
Fair value of debt instruments, excluding debt financing costs		734,814		755,063
Excess (deficit) of fair value over book value	$	2,706	$	(2,082	)

(In thousands)	April 19, 2025		December 28, 2024
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and finance lease liabilities	$	15,043	$	12,838
Long-term debt and finance lease liabilities		765,508		744,307
Total book value of debt instruments		780,551		757,145
Fair value of debt instruments, excluding debt financing costs		780,615		755,063
Excess (deficit) of fair value over book value	$	64	$	(2,082	)

The estimated fair value of debt is based on market quotes for instruments with similar terms and remaining maturities (Level 2 inputs and valuation techniques).

The Company's interest rate swap agreement is considered a Level 2 instrument. The Company values the interest rate swap using standard models and observable market inputs including SOFR interest rates and discount rates, which are considered Level 2 inputs. The location and the fair value of the interest rate swap agreement in the condensed consolidated balance sheet is disclosed in Note 89.

Note 89 – Derivatives

Hedging of Interest Rate Risk

During the first quarter of 2023, the Company entered into an interest rate swap contract to mitigate its exposure to changes in variable interest rates. The Company's interest rate swap was designated as a cash flow hedge as of the effective date, March 17, 2023, and continues to be designated as a cash flow hedge. The interest rate swap is reflected at its fair value in the condensed consolidated balance sheets. Refer to Note 78 for further information on the fair value of the interest rate swap.

Details of the pay-fixed, receive-floating interest rate swap contract are as follows:


Effective Date	Maturity Date	Notional Value (in millions)	Pay Fixed Rate	Receive Floating Rate	Floating Rate Reset Terms
March 17, 2023	November 17, 2027	$150	3.646%	One-Month CME Term SOFR	Monthly

The Company performed an initial quantitative assessment of hedge effectiveness using the change-in-variable-cash-flows method. Under this method, the Company assessed the effectiveness of the hedging relationship by comparing the present value of the cumulative change in the expected future cash flows on the variable leg of the interest rate swap with the present value of the cumulative change in the expected future interest cash flows on the variable-rate debt. The Company determined the interest rate swap to be highly effective. To assess for continued hedge effectiveness, the Company performs retrospective and prospective qualitative assessments each quarter. The Company also monitors the credit risk of the counterparty on an ongoing basis. The change in the fair value of the interest rate swap is initially reported in "Other comprehensive income (loss) ~~income~~" in the condensed consolidated statements of comprehensive income and subsequently reclassified to earnings in "Interest expense, net" in the condensed consolidated statements of earnings when the hedged transactions affect earnings.

~~The location and the fair value of the interest rate swap in the condensed consolidated balance sheets as of April 19, 2025 and December 28, 2024, respectively, are as follows:~~15

		Derivative Fair Value
(In thousands)	Condensed Consolidated Balance Sheets Location	April 19, 2025			December 28, 2024
Cash Flow Hedge:
Interest rate swap	Prepaid expenses and other current assets	$	337		$	808
Interest rate swap	Other assets, net		—			1,053
Interest rate swap	Other long-term liabilities		962			—
Interest rate swap	Accumulated other comprehensive (loss) income		(521	)		1,337

The location and the fair value of the interest rate swap in the condensed consolidated balance sheets as of July 12, 2025 and December 28, 2024, respectively, are as follows:


		Derivative Fair Value
(In thousands)	Condensed Consolidated Balance Sheets Location	July 12, 2025			December 28, 2024
Cash Flow Hedge:
Interest rate swap	Prepaid expenses and other current assets	$	477		$	808
Interest rate swap	Other assets, net		—			1,053
Interest rate swap	Other long-term liabilities		701			—
Interest rate swap	Accumulated other comprehensive (loss) income		(200	)		1,337

The location and amount of gains recognized in the condensed consolidated statements of earnings for the interest rate swap, presented on a pre-tax basis, are as follows:

Interest expense, net

16 Weeks Ended

12 Weeks Ended

28 Weeks Ended

(In thousands)

~~April~~July 1912, 2025

~~April~~July 2013, 2024

July 12, 2025

July 13, 2024

Total amounts of expense line items presented in the condensed consolidated statements of earnings in which the effects of cash flow hedges are recorded

1512,~~212~~280

1310,~~487~~541

27,492

24,028

Gain on cash flow hedging relationships:

Gain reclassified from comprehensive income into earnings

~~322~~238

~~789~~588

560

1,377

Note 910 – Commitments and Contingencies

The Company continuously evaluates its exposure to loss contingencies, including those related to routine legal proceedings to which the Company is a party and which are incidental to its business, based upon the best available information. Although assessing and predicting the outcome and impact related to loss contingencies involves substantial uncertainties, the Company believes that its allowances for loss have been disclosed to the extent necessary, that its assessment of contingencies is reasonable and that their outcome will not result in a material adverse effect on the Company’s consolidated financial position, operating results or liquidity. Any material variations in or adjustments to the Company's loss contingency estimates will be reported when known.

The Company has contributed and is required to continue making contributions to the Central States Southeast and Southwest Pension Fund (the “Central States Plan” or the “Plan”), a multi-employer pension plan, based on obligations arising from certain of its collective bargaining agreements. If the Company were to cease making such contributions and triggered a withdrawal from the Plan, it is possible that the Company would be obligated to pay a withdrawal liability to the Plan if the Plan is underfunded at the time of such withdrawal.

On January 12, 2023, the Central States Plan received approximately $35.8 billion in Special Financial Assistance (the "SFA") from the Pension Benefit Guaranty Corporation, inclusive of interest, which was granted to alleviate the risk of insolvency of the Plan. On March 2931, ~~2024~~2025, in accordance with the Pension Protection Act ("PPA"), the Plan's actuary certified that the Plan was considered to be in "critical" zone status for the plan year beginning January 1, ~~2024~~2025. In light of the receipt of the SFA, the Central States Plan has represented that the Plan is expected to be funded well into the future. Despite the expectations of the Plan, the Company views the Plan's solvency as an ongoing risk factor.

Based on the most recent information available to the Company, management believes the value of assets held in trust to pay benefits covers the present value of actuarial accrued liabilities in the Central States Plan. Management is not aware of any significant change in funding levels in the Plan since December 28, 2024. Due to uncertainty regarding future factors that could trigger a withdrawal liability or increase the funding obligations of the Plan borne by the Company, as well as the absence of specific information regarding matters such as the Plan's current financial situation, we are unable to determine with certainty the current amount of the Plan’s funding, SpartanNash’s current potential withdrawal liability exposure in the event of a future withdrawal from the Plan and/or the Company's potential exposure to increased funding obligations in the event of one or more participating employers withdrawing from the Plan. Any adjustment for withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably determined.

~~Note 10 – Associate Retirement Plans~~ 16

~~During~~Note ~~the~~11 ~~16-week~~– ~~period~~Associate ~~ended~~Retirement ~~April~~Plans ~~20, 2024 the Company recognized net periodic postretirement benefit income of $0.9 million, related to the SpartanNash Retiree Medical Plan ("Retiree Medical Plan" or "Plan").~~

~~The~~During ~~Company amended~~ the ~~Retiree~~12- ~~Medical Plan on June 30, 2022. In connection with the amendment, the Company would make lump sum cash payments to all active~~ and ~~retired~~28-week ~~participants~~periods inended ~~lieu~~July ~~of future monthly benefits and reimbursements previously offered under the Plan. As a result of the amendment effective June 30~~13, ~~2022,~~2024 the ~~Plan~~Company ~~obligation~~recognized ~~was remeasured, resulting in a reduction to the obligation of $6.6 million and a corresponding prior service credit in AOCI, which was amortized to~~ net periodic postretirement benefit income ~~over~~of ~~the remaining period until the final payment was made on June 28, 2024~~$0.5 ~~During~~million ~~the~~and ~~16 week period ended April 20, 2024, the Company recognized~~ $01.94 million, inrespectively, ~~net periodic postretirement benefit income~~ related to the ~~amortization~~SpartanNash ofRetiree ~~the~~Medical ~~prior~~Plan ~~service~~("Retiree ~~credit~~Medical ~~from~~Plan" ~~AOCI~~or "Plan").

The Company amended the Retiree Medical Plan on June 30, 2022. In connection with the amendment, the Company would make lump sum cash payments to all active and retired participants in lieu of future monthly benefits and reimbursements previously offered under the Plan. As a result of the amendment effective June 30, 2022, the Plan obligation was remeasured, resulting in a reduction to the obligation of $6.6 million and a corresponding prior service credit in AOCI, which was amortized to net periodic postretirement benefit income over the remaining period until the final payment was made on June 28, 2024. During the 12- and 28- week periods ended July 13, 2024, the Company recognized $0.7 million and $1.7 million, respectively, in net periodic postretirement benefit income related to the amortization of the prior service credit from AOCI.

On June 28, 2024, the Company made the final lump sum payment of $1.3 million to all remaining active or retired participants, which constituted a final settlement of the Plan. The payment resulted in the recognition within net periodic postretirement expense of $0.1 million on June 28, 2024, related to the net actuarial loss within AOCI.

The Company’s retirement programs also include defined contribution plans providing contributory benefits, as well as executive compensation plans for a select group of management personnel and highly compensated associates.

Multi-Employer Plans

In addition to the plans listed above, the Company participates in the Central States Southeast and Southwest Pension Fund, the Michigan Conference of Teamsters and Ohio Conference of Teamsters Health and Welfare plans (collectively referred to as “multi-employer plans”), and other company-sponsored defined contribution plans for most associates covered by collective bargaining agreements.

With respect to the Company’s participation in the Central States Plan, expense is recognized as contributions are payable. The Company's contributions during the 1612-week periods ended ~~April~~July 1912, 2025 and ~~April~~July 2013, 2024 were each $43.3 million. The Company's contributions during the 28-week periods ended July 12, 2025 and July 13, 2024 were $47.6 million and $7.9 million, respectively. See Note 910 for further information regarding contingencies related to the Company’s participation in the Central States Plan.

Note 1112 – Income Taxes

The effective income tax rate was 48-2.03% and 28.68% for the 1612 weeks ended ~~April~~July 1912, 2025 and ~~April~~July 2013, 2024, respectively. ~~Differences~~The effective income tax rate was 17.7% and 28.7% for the 28 weeks ended July 12, 2025 and July 13, 2024, respectively. The difference from the federal statutory rate in ~~both~~the current year quarter and year-to-date period reflects the impact of a one-time tax benefit arising from a purchase accounting measurement period adjustment for the Fresh Encounter acquisition. In addition, the differences from the federal statutory rate for all periods presented were also due to state taxes and non-deductible expenses, partially offset by benefits associated with federal tax credits. ~~The current year includes discrete tax expense impacts, including stock compensation.~~

Note 1213 – Stock-Based Compensation

Stock-Based Employee Awards

The Company sponsors shareholder-approved stock incentive plans that provide for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, dividend equivalent rights, and other stock-based and stock-related awards to directors, employees, or contractors of the Company, as determined by the Compensation Committee of the Board of Directors.

Stock-based compensation expense recognized and included in "Selling, general and administrative expenses" in the condensed consolidated statements of earnings, and related tax impacts were as follows:

	16 Weeks Ended
	12 Weeks Ended						28 Weeks Ended
(In thousands)	~~April~~July 1912, 2025			~~April~~July 2013, 2024			July 12, 2025			July 13, 2024
Restricted stock expense	$	~~1,112~~471		$	21,~~082~~179		$	1,583		$	3,261
Restricted stock unit expense		31,~~347~~630			~~2,790~~874			4,977			3,664
Performance share unit expense (benefit)		1,~~186~~024			(~~1,152~~197	)		2,210			(1,349	)
Income tax benefit		(~~1,451~~850	)		(~~925~~517	)		(2,301	)		(1,442	)
Stock-based compensation expense, net of tax	$	42,~~194~~275		$	21,~~795~~339		$	6,469		$	4,134

~~The following table summarizes activity in the stock incentive plans for the 16 weeks ended April 19, 2025:~~ 17

				Weighted					Weighted					Weighted
	Restricted			Average		Restricted			Average		Performance			Average
	Stock			Grant-Date		Stock			Grant-Date		Share			Grant-Date
	Awards			Fair Value		Units			Fair Value		Units			Fair Value
Outstanding at December 28, 2024		325,228		$	27.32		563,471		$	20.27		678,565		$	23.18
Granted		—			—		623,749			19.60		482,795			19.54
Vested		(206,731	)		27.49		(213,464	)		20.32		—			—
Cancelled/Forfeited		(5,602	)		27.35		(38,904	)		19.59		(49,707	)		21.46
Outstanding at April 19, 2025		112,895		$	27.00		934,852		$	19.84		1,111,653		$	21.68

The following table summarizes activity in the stock incentive plans for the 28 weeks ended July 12, 2025:

The following table summarizes the unrecognized compensation cost and weighted average recognition period for awards granted under the Company's stock incentive plans as of April 19, 2025:


				Weighted					Weighted					Weighted
	Restricted			Average		Restricted			Average		Performance			Average
	Stock			Grant-Date		Stock			Grant-Date		Share			Grant-Date
	Awards			Fair Value		Units			Fair Value		Units			Fair Value
Outstanding at December 28, 2024		325,228		$	27.32		563,471		$	20.27		678,565		$	23.18
Granted		—			—		637,132			19.57		490,887			19.52
Vested		(210,378	)		27.52		(213,464	)		20.32		—			—
Cancelled/Forfeited		(15,023	)		27.00		(130,143	)		19.74		(134,604	)		21.37
Outstanding at July 12, 2025		99,827		$	26.93		856,996		$	19.82		1,034,848		$	21.68

			Weighted
	Unrecognized		Average
	Compensation		Recognition
	Cost		Period
	(In thousands)		(in years)
Restricted stock awards	$	1,860		0.9
Restricted stock units		14,515		2.2
Performance share units		14,025		2.2
Total	$	30,400

The following table summarizes the unrecognized compensation cost and weighted average recognition period for awards granted under the Company's stock incentive plans as of July 12, 2025:


			Weighted
	Unrecognized		Average
	Compensation		Recognition
	Cost		Period
	(In thousands)		(in years)
Restricted stock awards	$	1,190		0.6
Restricted stock units		11,304		1.9
Performance share units		11,497		2.0
Total	$	23,991

Stock Warrant

On October 7, 2020, in connection with its entry into a commercial agreement with Amazon.com, Inc. (“Amazon”), the Company 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. Warrant shares totaling 1,087,455 shares vested upon the signing of the commercial agreement and had a grant date fair value of $5.51 per share. Warrant shares totaling up to 4,349,817 shares may vest in connection with conditions defined by the terms of the Warrant, as Amazon makes payments to the Company in connection with the commercial supply agreement, in increments of $200 million, and had a grant date fair value of $5.33 per share. Upon vesting, shares may be acquired at an exercise price of $17.7257. The Warrant contains customary anti-dilution, down-round and change-in-control provisions. The right to purchase shares in connection with the Warrant expires on October 7, 2027. Non-cash share-based payment expense associated with the Warrant is recognized as vesting conditions are achieved, based on the grant date fair value of the Warrant.

Warrant expense recognized as a reduction of "Net sales" in the condensed consolidated statements of earnings, and related tax benefits were as follows:

	16 Weeks Ended
	12 Weeks Ended						28 Weeks Ended
(In thousands)	~~April~~July 1912, 2025			~~April~~July 2013, 2024			July 12, 2025			July 13, 2024
Warrant expense	$	~~188~~110		$	~~326~~190		$	298		$	516
Income tax benefit		(267	)		(4213	)		(33	)		(55	)
Warrant expense, net of tax	$	~~162~~103		$	~~284~~177		$	265		$	461

AsThe offollowing ~~April~~table ~~19,~~summarizes ~~2025,~~stock ~~total unrecognized cost related to nonvested~~ warrant ~~shares~~activity ~~was~~for ~~$15.9 million, which may be expensed as vesting conditions are satisfied over~~ the remaining term of the agreement, or 2.5 years. Warrants representing 2,392,407 shares are vested and exercisable. Warrants representing 3,044,865 were outstanding and nonvested as of April 19, 2025 and December 28, ~~2024.~~weeks Asended ofJuly ~~April 19~~12, 2025~~, nonvested warrant shares had an intrinsic value of $6.3 million, and vested warrant shares had an intrinsic value of $4.9 million.~~:

Note 13 – Earnings Per Share


	Warrant
Outstanding and nonvested at December 28, 2024		3,044,865
Vested		(108,746	)
Outstanding and nonvested at July 12, 2025		2,936,119

~~Outstanding~~As ~~nonvested~~of ~~restricted~~July ~~stock~~12, ~~awards~~2025, ~~granted~~total tounrecognized ~~retirement-eligible~~cost ~~Associates~~related ~~contain~~to ~~nonforfeitable~~nonvested ~~rights~~warrant toshares ~~dividends~~was or$15.6 ~~dividend equivalents~~million, which ~~participate~~may inbe ~~undistributed~~expensed ~~earnings with common stock. These awards are classified~~ as ~~participating~~vesting ~~securities~~conditions ~~and~~ are ~~included~~satisfied inover the ~~calculation~~remaining term of ~~basic~~the ~~earnings~~agreement, ~~per~~or ~~share~~2.2 ~~The~~years. ~~dilutive~~Warrants ~~impact~~representing ~~of the restricted stock awards~~2, ~~restricted stock units~~501,153 ~~and~~shares ~~warrants~~ are ~~presented~~vested ~~below,~~and ~~as applicable~~exercisable. ~~Weighted~~As ~~average~~of ~~restricted~~July ~~stock awards that were not included in the EPS calculations because they were anti-dilutive were 146~~12,~~335~~ ~~and 218~~2025,~~045~~ ~~for~~nonvested ~~the~~warrant ~~16-~~shares ~~weeks~~had ~~ended~~an ~~April~~intrinsic ~~19,~~value ~~2025~~of ~~and~~$26.0 ~~April 20~~million, ~~2024,~~and ~~respectively.~~vested ~~The~~warrant ~~performance~~shares ~~share~~had ~~units~~an ~~are~~intrinsic ~~not~~value ~~currently~~of ~~dilutive~~$22.1 ~~The following table sets forth the computation of basic and diluted net earnings per share:~~ million.

	16 Weeks Ended
(In thousands, except per share amounts)	April 19, 2025			April 20, 2024
Numerator:
Net earnings	$	2,080		$	12,971
Adjustment for earnings attributable to participating securities		(11	)		(82	)
Net earnings used in calculating earnings per share	$	2,069		$	12,889
Denominator:
Weighted average shares outstanding, including participating securities		33,727			34,139
Adjustment for participating securities		(177	)		(216	)
Shares used in calculating basic earnings per share		33,550			33,923
Effect of dilutive stock warrant		189			364
Effect of dilutive stock-based employee compensation		166			89
Shares used in calculating diluted earnings per share		33,905			34,376
Basic earnings per share	$	0.06		$	0.38
Diluted earnings per share	$	0.06		$	0.37

17Note 14 – Earnings Per Share

~~Note~~Outstanding 14nonvested –restricted ~~Supplemental~~stock ~~Cash~~awards ~~Flow~~granted ~~Information~~to retirement-eligible Associates contain nonforfeitable rights to dividends or dividend equivalents, which participate in undistributed earnings with common stock. These awards are classified as participating securities and are included in the calculation of basic earnings per share. The dilutive impact of the restricted stock awards, restricted stock units, and warrants are presented below, as applicable. Weighted average restricted stock awards and restricted stock units that were not included in the EPS calculations because they were anti-dilutive were 18,354 and 248,685 for the 12- weeks ended July 12, 2025 and July 13, 2024, respectively and were 7,904 and 200,091 for the 28-weeks ended July 12, 2025 and July 13, 2024, respectively. The performance share units are not currently dilutive. The following table sets forth the computation of basic and diluted net earnings per share:


	12 Weeks Ended						28 Weeks Ended
(In thousands, except per share amounts)	July 12, 2025			July 13, 2024			July 12, 2025			July 13, 2024
Numerator:
Net earnings	$	6,190		$	11,489		$	8,270		$	24,460
Adjustment for earnings attributable to participating securities		(31	)		(62	)		(42	)		(145	)
Net earnings used in calculating earnings per share	$	6,159		$	11,427		$	8,228		$	24,315
Denominator:
Weighted average shares outstanding, including participating securities		33,915			33,726			33,808			33,962
Adjustment for participating securities		(168	)		(181	)		(173	)		(201	)
Shares used in calculating basic earnings per share		33,747			33,545			33,635			33,761
Effect of dilutive stock warrant		388			196			277			296
Effect of dilutive stock-based employee compensation		143			36			149			71
Shares used in calculating diluted earnings per share		34,278			33,777			34,061			34,128
Basic earnings per share	$	0.18		$	0.34		$	0.24		$	0.72
Diluted earnings per share	$	0.18		$	0.34		$	0.24		$	0.71

Note 15 – Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

	16 Weeks Ended
	28 Weeks Ended
(In thousands)	~~April~~July 1912, 2025		~~April~~July 2013, 2024
Non-cash investing activities:
Capital expenditures included in accounts payable and other long-term liabilities	$	1012,~~318~~421	$	714,~~377~~678
Operating lease asset additions		25,~~508~~588		2051,~~260~~696
Finance lease asset additions		25,~~436~~235		9,~~130~~321
Non-cash financing activities:
Recognition of operating lease liabilities		25,~~508~~588		2051,~~260~~696
Recognition of finance lease liabilities		25,~~436~~235		9,~~130~~321
Other supplemental cash flow information:
Cash paid for interest		1528,~~651~~444		1425,~~188~~132

Note 1516 – Segment Information

SpartanNash sells and distributes products that are typically found in supermarkets and discount stores. The Company’s operating segments reflect the manner in which the business is managed and how the Company allocates resources and assesses performance internally. The Company’s Chief Operating Decision Maker is the Chief Executive Officer, who determines the allocation of resources and, through a regular review of financial information, assesses the performance of the operating segments. The segment adjusted EBITDA is regularly provided to the CODM to assess segment profitability as well as to identify opportunities and risks to profitability within the segments to determine resource allocations accordingly. The business is classified by management into two reportable segments: Wholesale and Retail. These reportable segments are two distinct businesses, each with a different customer base, management structure, and separate operating budgets, forecasts, and incentive compensation targets.

The Company reviews its reportable segments on an annual basis, or more frequently if events or circumstances indicate a change in reportable segments has occurred. Refer to Note 4 for information regarding the basis of organization and types of products, services and customers from which the Company derives revenue. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in the notes to the consolidated financial statements included in the Company's Annual Report filed on Form 10-K for the fiscal year ended December 28, 2024 and Note 1 above. Identifiable assets represent total assets directly associated with the reportable segments. Eliminations in assets identified to segments include intercompany receivables, payables and investments. Capital expenditures primarily relate to store remodels, IT upgrades and implementations, investments in supply chain infrastructure, office remodels, and equipment upgrades.19

18The Company reviews its reportable segments on an annual basis, or more frequently if events or circumstances indicate a change in reportable segments has occurred. Refer to Note 5 for information regarding the basis of organization and types of products, services and customers from which the Company derives revenue. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in the notes to the consolidated financial statements included in the Company's Annual Report filed on Form 10-K for the fiscal year ended December 28, 2024 and Note 1 above. Identifiable assets represent total assets directly associated with the reportable segments. Eliminations in assets identified to segments include intercompany receivables, payables and investments. Capital expenditures primarily relate to store remodels, IT upgrades and implementations, investments in supply chain infrastructure, office remodels, and equipment upgrades.

The following tables set forth information about the Company by reportable segment:

	16 Weeks Ended April 19, 2025
	12 Weeks Ended July 12, 2025									28 Weeks Ended July 12, 2025
(In thousands)	Wholesale			Retail			Total			Wholesale			Retail			Total
Net sales (including inter-segment sales)	$	21,~~358~~830,~~557~~082		$	~~947~~763,~~575~~178		$	32,~~306~~593,~~132~~260		$	4,188,639		$	1,710,753		$	5,899,392
Elimination of inter-segment sales		(~~396~~321,~~136~~792	)		(~~372~~323	)		(~~396~~322,~~508~~115	)		(717,928	)		(695	)		(718,623	)
Total consolidated net sales		1,~~962~~508,~~421~~290			~~947~~762,~~203~~855			2,~~909~~271,~~624~~145			3,470,711			1,710,058			5,180,769
Less (a):
Cost of sales		1,~~719~~322,~~289~~775			~~704~~562,~~208~~276			21,~~423~~885,~~497~~051			3,042,063			1,266,484			4,308,547
Selling, general and administrative		~~181~~138,~~337~~889			~~227~~178,~~926~~510			~~409~~317,~~263~~399			320,227			406,436			726,663
Segment adjusted EBITDA		6146,~~795~~626			1522,069			7668,~~864~~695			108,421			37,138			145,559
Reconciliation of Adjusted EBITDA
LIFO expense								(43,~~634~~472	)								(8,106	)
Depreciation and amortization								(3627,~~843~~876	)								(64,719	)
Acquisition and integration, net								(39,~~840~~315	)								(13,155	)
Restructuring and asset impairment, net								~~368~~90									458
Cloud computing amortization								(2,~~673~~018	)								(4,691	)
Organizational realignment, net								(4,~~617~~330	)								(8,947	)
Severance associated with cost reduction initiatives								(89172	)								(261	)
Stock-based compensation								(53,~~769~~525	)								(9,294	)
Stock warrant								(~~188~~110	)								(298	)
Non-cash rent								~~484~~292									776
Loss on disposal of assets								(~~102~~135	)								(237	)
Interest and non-operating expenses, net								(1412,~~961~~072	)								(27,033	)
Earnings before income taxes							$	46,~~000~~052								$	10,052
Other segment disclosures:
Acquisition and integration, net	$	25,~~061~~737		$	13,~~779~~578		$	39,~~840~~315		$	7,798		$	5,357		$	13,155
Restructuring and asset impairment, net		~~(3,605~~41	)		~~3,237~~(131	)		(~~368~~90	)		(3,564	)		3,106			(458	)
Depreciation and amortization		1813,~~091~~769			1814,~~752~~107			3627,~~843~~876			31,860			32,859			64,719
Purchases of property and equipment		139,~~754~~995			179,~~839~~591			3119,~~593~~586			23,749			27,430			51,179

a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Amounts are presented on a non-GAAP, or adjusted basis.

	16 Weeks Ended April 20, 2024
(In thousands)	Wholesale			Retail			Total
Net sales (including inter-segment sales)	$	2,348,386		$	792,833		$	3,141,219
Elimination of inter-segment sales		(334,365	)		(591	)		(334,956	)
Total consolidated net sales		2,014,021			792,242			2,806,263
Less (a):
Cost of sales		1,775,476			588,423			2,363,899
Selling, general and administrative		180,919			186,550			367,469
Segment adjusted EBITDA		57,626			17,269			74,895
Reconciliation of Adjusted EBITDA
LIFO expense								(2,020	)
Depreciation and amortization								(30,646	)
Acquisition and integration, net								(327	)
Restructuring and asset impairment, net								(5,768	)
Cloud computing amortization								(2,018	)
Organizational realignment, net								(306	)
Severance associated with cost reduction initiatives								(69	)
Stock-based compensation								(3,720	)
Stock warrant								(326	)
Non-cash rent								901
Gain on disposal of assets								20
Interest and non-operating expenses, net								(12,439	)
Earnings before income taxes							$	18,177
Other segment disclosures:
Acquisition and integration, net	$	—		$	327		$	327
Restructuring and asset impairment, net		(150	)		5,918			5,768
Depreciation and amortization		16,078			14,568			30,646
Purchases of property and equipment		22,622			17,541			40,163

a) The significant expense categories and amounts align with the segment level-information that is regularly provided to the chief operating decision maker. Amounts are presented on a non-GAAP, or adjusted basis.

	April 19,		December 28,
(In thousands)	2025		2024
Total assets
Wholesale	$	1,571,911	$	1,576,043
Retail		1,008,665		1,026,253
Total	$	2,580,576	$	2,602,296


	12 Weeks Ended July 13, 2024									28 Weeks Ended July 13, 2024
(In thousands)	Wholesale			Retail			Total			Wholesale			Retail			Total
Net sales (including inter-segment sales)	$	1,836,860		$	676,628		$	2,513,488		$	4,185,246		$	1,469,461		$	5,654,707
Elimination of inter-segment sales		(282,232	)		(500	)		(282,732	)		(616,597	)		(1,091	)		(617,688	)
Total consolidated net sales		1,554,628			676,128			2,230,756			3,568,649			1,468,370			5,037,019

Less (a):
Cost of sales		1,376,353			499,891			1,876,244			3,151,829			1,088,314			4,240,143
Selling, general and administrative		137,254			152,752			290,006			318,173			339,302			657,475
Segment adjusted EBITDA		41,021			23,485			64,506			98,647			40,754			139,401

Reconciliation of Adjusted EBITDA
LIFO expense								(1,509	)								(3,529	)
Depreciation and amortization								(23,342	)								(53,988	)
Acquisition and integration, net								(2,613	)								(2,940	)
Restructuring and asset impairment, net								(6,107	)								(11,875	)
Cloud computing amortization								(1,840	)								(3,858	)
Organizational realignment, net								(1,369	)								(1,675	)
Severance associated with cost reduction initiatives								(72	)								(141	)
Stock-based compensation								(1,900	)								(5,620	)
Stock warrant								(190	)								(516	)
Non-cash rent								725									1,626
Loss on disposal of assets								(64	)								(44	)
Postretirement plan amendment and settlement								(99	)								(99	)
Interest and non-operating expenses, net								(9,991	)								(22,430	)
Earnings before income taxes							$	16,135								$	34,312

Other segment disclosures:
Acquisition and integration, net	$	1,977		$	636		$	2,613		$	1,977		$	963		$	2,940
Restructuring and asset impairment, net		118			5,989			6,107			(32	)		11,907			11,875
Depreciation and amortization		12,301			11,041			23,342			28,379			25,609			53,988
Purchases of property and equipment		14,052			12,859			26,911			36,674			30,400			67,074


	July 12,		December 28,
(In thousands)	2025		2024
Total assets
Wholesale	$	1,550,539	$	1,576,043
Retail		1,006,970		1,026,253
Total	$	2,557,509	$	2,602,296

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q, the information contained under the caption “Forward-Looking Statements,” which appears at the beginning of this report, and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.

Overview

SpartanNash, headquartered in Grand Rapids, Michigan, is a food solutions company that delivers the ingredients for a better life. Its core businesses include distributing grocery products to a diverse group of independent and chain retailers, its corporate-owned retail stores, and U.S. military commissaries and exchanges; as well as operating a premier fresh produce distribution network and the Our Family® private label brand. SpartanNash serves customer locations in all 50 states and the District of Columbia, Europe, Cuba, Puerto Rico, Honduras, Iraq, Kuwait, Bahrain, Qatar, Djibouti, Korea and Japan.

The Company’s Wholesale segment provides a wide variety of nationally branded and its own private brand grocery products and perishable food products to independent retailers, national accounts, food service distributors, e-commerce providers, and the Company’s corporate owned retail stores. The Company’s Wholesale segment also distributes grocery products to 160 military commissaries and over 400 exchanges worldwide. The Company is the primary supplier of private brand products to U.S. military commissaries, a partnership with the Defense Commissary Agency ("DeCA") which began in fiscal 2017.

As of the end of the ~~first~~second quarter, the Company’s Retail segment operated 192 corporate owned retail stores in the Midwest region primarily under the banners of Family Fare®, Martin’s Super Markets and D&W® Fresh Market. The Company also offered pharmacy services in 100 of its corporate owned retail stores (89 of the pharmacies are owned by the Company), operated two pharmacy locations not associated with corporate-owned retail locations and operated 39 fuel centers. The Company’s convenience and community-focused strategy distinguishes its corporate-owned retail stores from supercenters and limited assortment stores.

All fiscal quarters are 12 weeks, except for the Company’s first quarter, which is 16 weeks and will generally include the Easter holiday. Fiscal 2025 will contain 53 weeks; therefore, the fourth quarter of fiscal 2025 will contain 13 weeks. The fourth quarter includes the Thanksgiving and Christmas holidays, and depending on the fiscal year end, may include the New Year’s holiday.

The majority of the Company’s revenues are not seasonal in nature. However, in some geographies, corporate retail stores and independent retail customers are dependent on tourism, and therefore can be affected by seasons. The Company's revenues may also be impacted by weather patterns.

~~2025~~Transaction ~~First~~with ~~Quarter~~C&S ~~Highlights~~Wholesale Grocers

~~Key~~On ~~financial~~June ~~and~~22, ~~operational~~2025, ~~highlights~~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 ~~first~~Boards ~~quarter~~of ~~compared~~Directors of both companies and is expected to ~~the~~close ~~prior~~in ~~year~~late ~~quarter~~2025, ~~unless~~subject ~~otherwise~~to ~~noted~~certain customary closing conditions, ~~include~~including, ~~the~~among ~~following:~~other things, receipt of Company shareholder approval and applicable regulatory approvals.

~~Net~~If ~~sales~~the ~~increased~~Transaction ~~3.7%~~is toconsummated, ~~$2.91~~our ~~billion.~~Common ~~Wholesale~~Stock ~~segment~~will ~~net~~be ~~sales~~delisted ~~decreased~~from ~~2.6%~~the toNASDAQ ~~$1.96~~Global ~~billion,~~Select ~~while~~Market ~~Retail~~and ~~segment~~deregistered ~~net~~under ~~sales~~the ~~increased~~Exchange 19Act.~~6% to $947.2 million.~~

~~Net~~For ~~earnings~~additional information, see the full text of $the Merger Agreement, which is included as Exhibit 2.1 ~~million~~within orItem $06.06 ~~per~~Exhibits ~~diluted~~of ~~share,~~this ~~compared~~Form to10-Q ~~$13.0~~and ~~million~~the orCompany’s ~~$0.37~~Form ~~per~~8-K ~~diluted~~filed ~~share.~~with ~~Adjusted~~the ~~EPS~~SEC ofon ~~$0.35~~June 23, ~~compared to $0~~2025.~~53.~~

~~Adjusted~~2025 ~~EBITDA~~Second ofQuarter ~~$76.9 million, compared to $74.9 million.~~Highlights

~~Cash~~Key ~~generated~~financial ~~from~~and ~~operating~~operational ~~activities~~highlights offor ~~$25.8~~the ~~million~~second quarter compared to ~~$36.5~~the ~~million.~~prior year quarter, unless otherwise noted, include the following:

•

~~Capital~~Net ~~expenditures~~sales ~~and~~increased IT1.8% ~~capital~~to of$2.27 billion. Wholesale segment net sales decreased 3.0% to $341.651 ~~million~~billion, ~~compared~~while Retail segment net sales increased 12.8% to $44762.19 million.

•

~~Returned~~Net earnings of $86.02 million or $0.18 per diluted share, compared to ~~shareholders~~$11.5 ~~through~~million ~~dividends~~or $0.34 per diluted share. Adjusted EPS of $0.54, compared to $0.59.

•

~~The~~Adjusted ~~Company~~EBITDA ~~believes~~of ~~that certain known or anticipated trends may cause future results to vary from historical results~~$68.7 ~~The~~million, ~~Company~~compared ~~believes certain growth and cost-saving initiatives may favorably impact future results. The Company anticipates that additional operating and capital investments will be necessary~~ to ~~support these and other programs which may have an impact on depreciation and interest costs~~$64.5 ~~Offsetting the Company's expectations of favorable future results are macroeconomic headwinds including changes in consumer demand and input costs such as utilities, insurance and occupancy costs~~million.

•

21Cash generated from operating activities of $112.6 million during the first half of fiscal 2025 compared to $132.1 million in the first half of the prior year.

•

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

•

Capital expenditures and IT capital of $56.2 million during the first half of fiscal 2025 compared to $73.4 million during the first half of the prior year.

•

Returned $15.5 million to shareholders through dividends during the first half of fiscal 2025.

The Company believes that certain known or anticipated trends may cause future results to vary from historical results. The Company believes certain growth and cost-saving initiatives may favorably impact future results. The Company anticipates that additional operating and capital investments will be necessary to support these and other programs which may have an impact on depreciation and interest costs. Offsetting the Company's expectations of favorable future results are macroeconomic headwinds including changes in consumer demand and input costs such as utilities, insurance and occupancy costs. During the second quarter, a significant customer advised the Company of its intention to begin a transition to in-sourcing which is expected to have an unfavorable impact on sales volume within the Wholesale segment.

Results of Operations

The following table sets forth items from the condensed consolidated statements of earnings as a percentage of net sales and the year-to-year percentage change in the dollar amounts:

	Percentage of Net Sales					~~Percentage Change~~					Percentage Change
	16 Weeks Ended					16 Weeks Ended
	12 Weeks Ended					28 Weeks Ended					12 Weeks Ended			28 Weeks Ended
	April 19, 2025			April 20, 2024		April 19, 2025
	July 12, 2025			July 13, 2024		July 12, 2025			July 13, 2024		July 12, 2025			July 12, 2025
Net sales		100.0			100.0		3100.70			100.0		1.8			2.9
Gross profit		16.58			15.78		916.37			15.8		8.4			8.9
Selling, general and administrative		15.86			14.43		1315.7			14.3		11.7			12.8
Acquisition and integration, net		0.14			0.01	**	0.3			0.1	**			**
Restructuring charges and asset impairment, net		(0.0	)		0.23		(~~106~~0.40	)		0.2		(101.5	)		(103.9	)
Operating earnings		0.78			1.12		~~(38~~0.17	)		1.1		(30.6	)		(34.6	)
Other, net		0.5			0.4		20.3
Other expenses, net		0.5			0.4		0.5			0.4		20.8			20.5
Earnings before income taxes		0.13			0.67		~~(78.~~0.2	)		0.7		(62.5	)		(70.7	)
Income tax expense		(0.10	)		0.2		~~(63~~0.10	)		0.2		(103.0	)		(81.9	)
Net earnings		0.13			0.5		~~(84.~~0.2	)		0.5		(46.1	)		(66.2	)

Note: Certain totals do not sum due to rounding.

** Not meaningful

Net Sales – The following table presents net sales by segment and variances in net sales:

	16 Weeks Ended
	12 Weeks Ended							28 Weeks Ended
(In thousands)	~~April~~July 1912, 2025		~~April~~July 2013, 2024		Variance			July 12, 2025		July 13, 2024		Variance
Wholesale	$	1,~~962~~508,~~421~~290	$	21,~~014~~554,~~021~~628	$	(5146,~~600~~338	)	$	3,470,711	$	3,568,649	$	(97,938	)
Retail		~~947~~762,~~203~~855		~~792~~676,~~242~~128		~~154~~86,~~961~~727			1,710,058		1,468,370		241,688
Total net sales	$	2,~~909~~271,~~624~~145	$	2,~~806~~230,~~263~~756	$	~~103~~40,~~361~~389		$	5,180,769	$	5,037,019	$	143,750

Net sales for the quarter ended ~~April~~July 1912, 2025 (the “~~first~~second quarter”) increased $~~103~~40.4 million, or 31.78%, to $2.9127 billion from $2.8123 billion in the quarter ended ~~April~~July 2013, 2024 (the “prior year quarter”). ~~The~~Net ~~increase~~sales ~~during~~for the ~~current~~year-to-date ~~quarter~~period ~~reflected~~ended anJuly ~~increase~~12, 2025 (the "year-to-date period") increased $143.7 million, or 2.9%, to $5.18 billion from $5.04 billion in the year-to-date period ended July 13, 2024 (the "prior year-to-date period"). The increases reflected an higher sales volume in the Retail segment, partially offset by lower volume in the Wholesale segment.

Wholesale net sales decreased $5146.63 million, or 23.60% to $1.9651 billion in the ~~first~~second quarter from $21.0155 billion in the prior year quarter. Wholesale net sales for the year-to-date period decreased $97.9 million, or 2.7%, to $3.47 billion from $3.57 billion in the prior year-to-date period. Overall case volumes for the segment were down in the current quarter and current year-to-date period compared to prior year quarter and prior year-to-date period by 32.34% and 2.8%, respectively. The decreases were due primarily to ~~reduced case volumes in~~ the ~~national accounts customer channel and the~~ elimination of intercompany sales to the newly acquired Fresh Encounter Inc. stores and changes in the sales composition within the National Accounts customer channel, partially offset by higher sales in the military customer channel.

Retail net sales increased $155.0 million, or 19.6%, to $947.2 million in the first quarter from $792.2 million in the prior year quarter. The increase was due to incremental sales from acquired stores, as well as higher comparable store sales of 1.6% in the current quarter. The comparable store sales increase was primarily due to the inflationary impact on pricing, partially offset by a 2.9% decline in unit volumes. The increase in comparable store sales in the current quarter included increases in pharmacy sales. 23

Retail net sales increased $86.7 million, or 12.8%, to $762.9 million in the second quarter from $676.1 million in the prior year quarter. Net sales for the year-to-date period increased $241.7 million, or 16.5%, to $1.71 billion from $1.47 billion in the prior year-to-date period. The increases were due to incremental sales from recently acquired stores. Comparable store sales decreased by 0.5% in the current quarter, primarily due to a 3.7% decline in unit volumes, partially offset by the inflationary impact on pricing. Comparable store sales increased by 0.6% in the current year-to-date period, primarily due to the inflationary impact on pricing, partially offset by a 3.2% decline in unit volumes. Comparable store sales in both the current quarter and current year-to-date period included increases in pharmacy sales.

The Company defines a retail store as comparable when it is in operation for 14 accounting periods (a period equals four weeks), regardless of remodels, expansions, or relocated stores. Sales are compared to the same store’s operations from the prior year period for purposes of calculation of comparable store sales. Fuel is excluded from the comparable sales calculation due to volatility in price. Comparable store sales is a widely used metric among retailers, which is useful to management and investors to assess performance. The Company’s definition of comparable store sales may differ from similarly titled measures at other companies.

Gross Profit – Gross profit represents net sales less cost of sales, which includes purchase costs, in-bound freight, physical inventory adjustments, markdowns and promotional allowances and excludes warehousing costs, depreciation and other administrative expenses. The Company’s gross profit definition may not be identical to similarly titled measures reported by other companies. Vendor allowances and credits that relate to the Company's buying and merchandising activities consist primarily of promotional allowances, which are allowances on purchased quantities and, to a lesser extent, slotting allowances, which are billed to vendors for the Company’s merchandising costs, such as setting up warehouse infrastructure. Vendor allowances are recognized as a reduction in cost of sales when the product is sold. Lump sum payments received for multi-year contracts are amortized over the life of the contracts based on contractual terms. The Wholesale segment includes shipping and handling costs in the Selling, general and administrative section of operating expenses in the consolidated statements of earnings.

22Gross profit increased $29.6 million to $382.6 million in the second quarter from $353.0 million in the prior year quarter. As a percent of net sales, gross profit for the current quarter was 16.8% compared to 15.8% in the prior year quarter. Gross profit for the year-to-date period increased $70.8 million from $793.3 million in the prior year-to-date period to $864.1 million in the current year. As a percent of net sales, gross profit for the year-to-date period was 16.7% compared to 15.8% in the prior year-to-date period. The gross profit increase in the current quarter and current year to date period was driven primarily by the higher mix of Retail segment sales from recently acquired stores, in addition to the expansion of the Wholesale segment's gross profit rate. The increases in the gross profit rate were partially offset by an increase in last-in-first-out ("LIFO") expense of $2.0 million or 9 basis points and $4.6 million, or 9 basis points, in the current quarter and current year to date period, respectively.

Gross profit increased $41.2 million to $481.5 million in the first quarter from $440.3 million in the prior year quarter. As a percent of net sales, gross profit for the current quarter was 16.5% compared to 15.7% in the prior year quarter. The gross profit increase was driven primarily by newly acquired stores within the Retail segment. The gross profit rate increase in the current quarter was driven by a sales mix shift towards the Retail segment and an increase in the Wholesale segment's gross margin rate, partially offset by increased last-in-first-out ("LIFO") expense of $2.6 million, or 9 basis points.

Selling, General and Administrative Expenses – Selling, general and administrative (“SG&A”) expenses consist primarily of operating costs related to retail and supply chain operations, including salaries and wages, employee benefits, facility costs, shipping and handling, equipment rental, depreciation, and out-bound freight, in addition to corporate administrative expenses.

SG&A expenses for the ~~first~~second quarter increased $5537.41 million to $~~459~~355.13 million from $~~403~~318.62 million in the prior year quarter, representing 15.86% of net sales in the ~~first~~second quarter compared to 14.43% in the prior year quarter. ~~The~~SG&A ~~increase~~expense infor ~~selling,~~the ~~general~~year-to-date ~~and~~period ~~administrative~~increased ~~expenses~~$92.5 asmillion ato ~~percentage~~$814.3 ofmillion, ~~sales~~from $721.8 in the ~~current~~prior ~~quarter~~year-to-date ~~was~~period, ~~due~~representing ~~primarily~~15.7% toin ~~increased~~the ~~Retail~~current ~~store~~year-to-date ~~labor,~~period ~~organizational~~compared ~~realignment~~to ~~expenses,~~14.3% ~~and~~as ~~depreciation~~a ~~and~~percentage ~~amortization,~~of ~~partially~~net ~~offset~~sales byin ~~lower~~the ~~corporate~~prior ~~administrative~~year-to-date ~~costs~~period.

~~Acquisition~~The ~~and~~increase ~~Integration~~in selling, ~~net~~general ~~– First quarter~~ and ~~prior~~administrative ~~year~~expenses ~~quarter~~as ~~results~~a ~~included~~percentage ~~net~~of ~~charges~~sales ofin ~~$3.8~~the ~~million~~current quarter and ~~$0.3~~year-to-date ~~million,~~period ~~respectively.~~were ~~Current~~due ~~year~~primarily ~~activity~~to ~~consists~~higher ofdepreciation ~~expenses~~and ~~associated~~amortization, ~~with~~incentive ~~the~~compensation, ~~Company's~~Retail ~~acquisition~~store ~~efforts~~labor ~~within~~and ~~both~~benefits, ~~segments~~and ~~while~~organizational ~~the~~realignment ~~prior~~expenses, ~~year~~partially ~~activity~~offset ~~relates~~by tolower ~~the~~corporate ~~Retail~~administrative ~~segment~~costs.

~~Restructuring~~Acquisition and ~~Asset Impairment~~Integration, net – ~~First~~Second quarter and prior year quarter results included a net ~~gain~~charges of $09.43 million and ~~a net charge of~~ $52.86 million, respectively. The ~~current~~year-to-date ~~quarter~~period ~~gain~~and ~~was~~prior ~~primarily due~~ year-to-date ~~the~~period ~~termination~~included charges of a$13.2 ~~lease~~million ~~agreement~~and in$2.9 ~~the~~million, ~~Wholesale segment~~respectively. ~~This~~Current ~~gain~~year ~~was~~activity ~~mostly~~includes ~~offset~~legal byand ~~provisions~~other ~~for~~third-party ~~closing~~advisor ~~charges~~expenses ~~related~~of toapproximately ~~closure~~$8.3 ofmillion ~~four~~in ~~stores~~connection ~~within~~with the ~~Retail~~pending ~~segment~~Transaction ~~and other costs associated~~ with ~~site closures within both segments~~C&S. ~~The~~Prior ~~prior~~ year ~~quarter~~activity ~~charges~~relates ~~were primarily due~~ to ~~impairment~~expenses ~~losses~~associated onwith ~~long-lived assets in~~ the ~~Retail~~Company's ~~segment~~acquisition ~~due~~activity towithin ~~changes~~both ~~in the competitive environment~~segments.

Restructuring and Asset Impairment, net – Second quarter and prior year quarter results included a net gain of $0.1 million and a net charge of $6.1 million, respectively. The year-to-date period and prior year-to-date period included a net gain of $0.5 million and a net charge of $11.9 million, respectively. The prior year quarter charges were primarily incurred within the Retail segment related to an impairment of an indefinite-lived trade name. The year-to-date gain was primarily due to the termination of a lease agreement in the Wholesale segment. This gain was mostly offset by provisions for closing charges related to the closure of four stores within the Retail segment and other costs associated with site closures within both segments. The prior year-to-date charges also include impairment losses within the Retail segment on long-lived assets due to changes in the competitive environment.

Operating Earnings – The following table presents operating earnings (loss) by segment and variances in operating earnings (loss).

	16 Weeks Ended
	12 Weeks Ended									28 Weeks Ended
(In thousands)	~~April~~July 1912, 2025			~~April~~July 2013, 2024			Variance			July 12, 2025			July 13, 2024			Variance
Wholesale	$	3318,~~249~~038		$	3622,~~002~~067		$	(24,~~753~~029	)	$	51,287		$	58,069		$	(6,782	)
Retail		~~(14,288~~86	)		(54,~~386~~059	)		(83,~~902~~973	)		(14,202	)		(1,327	)		(12,875	)
Total operating earnings	$	18,~~961~~124		$	3026,~~616~~126		$	(118,~~655~~002	)	$	37,085		$	56,742		$	(19,657	)

Operating earnings decreased $118.70 million, or 3830.16% to $1918.01 million in the ~~first~~second quarter from $3026.61 million in the prior year quarter. Operating earnings for the year-to-date period decreased $19.7 million, or 34.6%, to $37.1 million from $56.7 million in the prior year-to-date period. The ~~change~~changes in operating earnings was due to the changes in net sales, gross profit and operating expenses discussed above.

Wholesale operating earnings decreased $24.80 million, or 718.63%, to $3318.20 million in the ~~first~~second quarter from $3622.01 million in the prior year quarter. Operating earnings for the year-to-date period decreased $6.8 million, or 11.7%, to $51.3 million from $58.1 million in the prior year-to-date period. The decrease in operating earnings in the current quarter and current year-to-date periods was due to increased ~~supply~~acquisition ~~chain~~and ~~costs~~integration expenses, ~~organizational~~incentive ~~realignment expense~~compensation, ~~and~~ depreciation and amortization expense, and organizational realignment expense, partially offset by an increase in the gross margin rate and reduction in corporate administrative expenses.

Retail operating ~~loss~~earnings ~~increased~~decreased $84.90 million, or ~~165~~97.39%, to $140.31 million in the ~~first~~second quarter from $5.4.1 million in the prior year quarter. Operating loss for the year-to-date period increased $12.9 million, to $14.2 million from $1.3 million in the prior year-to-date period. The ~~increase~~decrease in operating ~~loss~~earnings in the current quarter was due to increased store labor ~~rates~~, depreciation and amortization expense, and ~~organizational~~acquisition ~~realignment~~and integration expenses, partially offset by lower restructuring and asset impairment charges, and a reduction in corporate administrative expenses. The increase in operating loss in the current year-to-date period was due to increased store labor, depreciation and amortization expense, and acquisition and integration expenses, partially offset by lower restructuring and asset impairment charges, and a reduction in corporate administrative expenses.

Interest Expense – Interest expense increased $1.7 million, or 1216.85%, to $1512.23 million in the ~~first~~second quarter from $1310.5 million in the prior year quarter. Interest expense for the year-to-date period increased $3.5 million, or 14.4%, to $27.5 million from $24.0 million in the prior year-to-date period. Higher average debt balances on the Company's credit facility accounted for $2.3 million and $5.25 million of the increase in interest expense in the current quarter and current year-to-date period, respectively, which was partially offset by lower average interest rates. Average debt balances increased as a result of additional borrowings to fund the Company's recent acquisitions.

Income Taxes – The effective income tax rates were 48-2.03% and 28.68% for the ~~first~~second quarter and prior year quarter, respectively. ~~Differences~~For the year-to-date period and prior year-to-date period, the effective tax rates were 17.7% and 28.7%, respectively. The difference from the federal statutory rate in the current year quarter and year-to-date period reflects the impact of a one-time tax benefit arising from a purchase accounting measurement period adjustment for the Fresh Encounter acquisition. In addition, the differences from the federal statutory rate for all periods presented were also due to state taxes and non-deductible expenses, partially offset by benefits associated with federal tax credits. ~~The current year also includes discrete tax expense impacts.~~

Non-GAAP Financial Measures

In addition to reporting financial results in accordance with GAAP, the Company also provides information regarding adjusted operating earnings, adjusted earnings from continuing operations, as well as per diluted share (“adjusted EPS”), net long-term debt, total capital, and adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”). These are non-GAAP financial measures, as defined below, and are used by management to allocate resources, assess performance against its peers and evaluate overall performance. The Company believes these measures provide useful information for both management and its investors. The Company believes these non-GAAP measures are useful to investors because they provide additional understanding of the trends and special circumstances that affect its business. These measures provide useful supplemental information that helps investors to establish a basis for expected performance and the ability to evaluate actual results against that expectation. The measures, when considered in connection with GAAP results, can be used to assess the overall performance of the Company as well as assess the Company’s performance against its peers. These measures are also used as a basis for certain compensation programs sponsored by the Company. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its financial results in these adjusted formats.

Current year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude, among other items, LIFO expense, organizational realignment, and severance associated with cost reduction initiatives. Current year organizational realignment includes consulting and severance costs associated with the Company's long-term plan, which relates to the reorganization of certain functions. Prior year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude, among other items, LIFO expense, organizational realignment, severance associated with cost reduction initiatives, a non-routine settlement related to a legal matter resulting from a previously closed operation that was resolved during the prior year and operating and non-operating costs associated with the postretirement plan amendment and settlement. Costs related to the postretirement plan amendment and settlement include non-operating expenses associated with amortization of the prior service credit related to the amendment of the retiree medical plan, which are adjusted out of adjusted earnings from continuing operations. Postretirement plan amendment and settlement costs also include operating expenses related to payroll taxes which are adjusted out of all non-GAAP financial measures.25

Current year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude, among other items, LIFO expense, organizational realignment, and severance associated with cost reduction initiatives. Current year organizational realignment includes consulting and severance costs associated with the Company's cost savings initiatives, which relates to the reorganization of certain functions. Prior year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude, among other items, LIFO expense, organizational realignment, severance associated with cost reduction initiatives and operating and non-operating costs associated with the postretirement plan amendment and settlement. Prior year organizational realignment includes consulting and severance costs associated with the Company's change in its go-to-market strategy. Costs related to the postretirement plan amendment and settlement include non-operating expenses associated with amortization of the prior service credit related to the amendment of the retiree medical plan, which are adjusted out of adjusted earnings from continuing operations. Postretirement plan amendment and settlement costs also include operating expenses related to payroll taxes which are adjusted out of all non-GAAP financial measures. Each of these items are considered “non-operational” or “non-core” in nature.

Adjusted Operating Earnings

Adjusted operating earnings is a non-GAAP operating financial measure that the Company defines as operating earnings plus or minus adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

The Company believes that adjusted operating earnings provide a meaningful representation of its operating performance for the Company as a whole and for its operating segments. The Company considers adjusted operating earnings as an additional way to measure operating performance on an ongoing basis. Adjusted operating earnings is meant to reflect the ongoing operating performance of all of its distribution and retail operations; consequently, it excludes the impact of items that could be considered “non-operating” or “non-core” in nature, and also excludes the contributions of activities classified as discontinued operations. Because adjusted operating earnings and adjusted operating earnings by segment are performance measures that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for both management and its investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial results in an adjusted operating earnings format.

Adjusted operating earnings is not a measure of performance under GAAP and should not be considered as a substitute for operating earnings, and other income statement data. The Company’s definition of adjusted operating earnings may not be identical to similarly titled measures reported by other companies.

2426

Following is a reconciliation of operating earnings (loss) to adjusted operating earnings ~~(loss)~~ for the ~~16-~~12 and 28 weeks ended ~~April~~July 1912, 2025 and ~~April~~July 2013, 2024.

	16 Weeks Ended
	12 Weeks Ended						28 Weeks Ended
(In thousands)	~~April~~July 1912, 2025			~~April~~July 2013, 2024			July 12, 2025			July 13, 2024
Operating earnings	$	18,~~961~~124		$	3026,~~616~~126		$	37,085		$	56,742
Adjustments:
LIFO expense		43,~~634~~472			21,~~020~~509			8,106			3,529
Acquisition and integration, net		39,~~840~~315			~~327~~2,613			13,155			2,940
Restructuring and asset impairment, net		(~~368~~90	)		56,~~768~~107			(458	)		11,875
Organizational realignment, net		4,~~617~~330			~~306~~1,369			8,947			1,675
Severance associated with cost reduction initiatives		89172			6972			261			141
Adjusted operating earnings	$	31,773		$	39,106
Postretirement plan amendment and settlement		—			99			—			99
Wholesale:
Adjusted operating earnings	$	35,323		$	37,895		$	67,096		$	77,001
Operating earnings	$	33,249		$	36,002
Wholesale:
Adjustments:
Operating earnings	$	18,038		$	22,067		$	51,287		$	58,069
LIFO expense		3,247			1,555
Adjustments:
Acquisition and integration, net		2,061			—
LIFO expense		2,423			1,153			5,670			2,708
Restructuring and asset impairment, net		(3,605	)		(150	)
Acquisition and integration, net		5,737			1,977			7,798			1,977
Organizational realignment, net		2,881			191
Restructuring and asset impairment, net		41			118			(3,564	)		(32	)
Severance associated with cost reduction initiatives		89			69
Organizational realignment, net		2,702			855			5,583			1,046
Adjusted operating earnings	$	37,922		$	37,667
Severance associated with cost reduction initiatives		155			30			244			99
Retail:
Postretirement plan amendment and settlement		—			62			—			62
Operating loss	$	(14,288	)	$	(5,386	)
Adjusted operating earnings	$	29,096		$	26,262		$	67,018		$	63,929
Adjustments:
Retail:
LIFO expense		1,387			465
Operating earning (loss)	$	86		$	4,059		$	(14,202	)	$	(1,327	)
Acquisition and integration, net		1,779			327
Adjustments:
Restructuring and asset impairment, net		3,237			5,918
LIFO expense		1,049			356			2,436			821
Organizational realignment, net		1,736			115
Acquisition and integration, net		3,578			636			5,357			963
Adjusted operating (loss) earnings	$	(6,149	)	$	1,439
Restructuring and asset impairment, net		(131	)		5,989			3,106			11,907
Organizational realignment, net		1,628			514			3,364			629
Severance associated with cost reduction initiatives		17			42			17			42
Postretirement plan amendment and settlement		—			37			—			37
Adjusted operating earnings	$	6,227		$	11,633		$	78		$	13,072

Adjusted Earnings from Continuing Operations

Adjusted earnings from continuing operations, as well as per diluted share ("adjusted EPS"), is a non-GAAP operating financial measure that the Company defines as net earnings plus or minus adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

The Company believes that adjusted earnings from continuing operations provide a meaningful representation of its operating performance for the Company. The Company considers adjusted earnings from continuing operations as an additional way to measure operating performance on an ongoing basis. Adjusted earnings from continuing operations is meant to reflect the ongoing operating performance of all of its distribution and retail operations; consequently, it excludes the impact of items that could be considered "non-operating" or "non-core" in nature, and excludes the contributions of activities classified as discontinued operations. Because adjusted earnings from continuing operations is a performance measure that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for both management and its investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial results in adjusted earnings from continuing operations format.

Adjusted earnings from continuing operations is not a measure of performance under GAAP and should not be considered as a substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s definition of adjusted earnings from continuing operations may not be identical to similarly titled measures reported by other companies.

2527

Following is a reconciliation of net earnings to adjusted earnings from continuing operations for the ~~16-~~12 and 28 weeks ended ~~April~~July 1912, 2025 and ~~April~~July 2013, 2024.

	16 Weeks Ended
	12 Weeks Ended
	April 19, 2025					April 20, 2024
	July 12, 2025					July 13, 2024
				per diluted					per diluted
(In thousands, except per share amounts)	Earnings			share		Earnings			share
Net earnings	$	26,~~080~~190		$	0.0618	$	1211,~~971~~489		$	0.3734
Adjustments:
LIFO expense		43,~~634~~472					21,~~020~~509
Acquisition and integration, net		39,~~840~~315					~~327~~2,613
Restructuring and asset impairment, net		~~(199~~48	)				56,~~768~~107
Organizational realignment, net		4,~~617~~330					~~306~~1,369
Severance associated with cost reduction initiatives		89172					6972
Postretirement plan amendment and settlement		—					(~~945~~513	)
Total adjustments		1217,~~981~~337					711,~~545~~157
Income tax effect on adjustments (a)		(34,~~101~~872	)				(2,~~036~~767	)
Total adjustments, net of taxes		912,~~880~~465			0.2936		58,~~509~~390			0.1625
Adjusted earnings from continuing operations	$	1118,~~960~~655		$	0.3554	$	1819,~~480~~879		$	0.5359
	28 Weeks Ended
	July 12, 2025					July 13, 2024
				per diluted					per diluted
(In thousands, except per share amounts)	Earnings			share		Earnings			share
Net earnings	$	8,270		$	0.24	$	24,460		$	0.71
Adjustments:
LIFO expense		8,106					3,529
Acquisition and integration, net		13,155					2,940
Restructuring and asset impairment, net		(151	)				11,875
Organizational realignment, net		8,947					1,675
Severance associated with cost reduction initiatives		261					141
Postretirement plan amendment and settlement		—					(1,458	)
Total adjustments		30,318					18,702
Income tax effect on adjustments (a)		(7,973	)				(4,803	)
Total adjustments, net of taxes		22,345			0.65		13,899			0.41	*
Adjusted earnings from continuing operations	$	30,615		$	0.89	$	38,359		$	1.12
* Includes rounding

(a) The income tax effect on adjustments is computed by applying the applicable tax rate to the adjustments.

Adjusted EBITDA

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“adjusted EBITDA”) is a non-GAAP operating financial measure that the Company defines as net earnings plus interest, discontinued operations, depreciation and amortization, and other non-cash items including share-based payments (equity awards measured in accordance with ASC 718, Stock Compensation, which include both stock-based compensation to employees and stock warrants issued to non-employees) and the LIFO provision, as well as adjustments for items that do not reflect the ongoing operating activities of the Company.

The Company believes that adjusted EBITDA provides a meaningful representation of its operating performance for the Company and for its operating segments. The Company considers adjusted EBITDA as an additional way to measure operating performance on an ongoing basis. Adjusted EBITDA is meant to reflect the ongoing operating performance of all of its distribution and retail operations; consequently, it excludes the impact of items that could be considered "non-operating" or "non-core" in nature, and also excludes the contributions of activities classified as discontinued operations. Because adjusted EBITDA and adjusted EBITDA by segment are performance measures that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for both management and its investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial results in adjusted EBITDA format.

Adjusted EBITDA and adjusted EBITDA by segment are not measures of performance under GAAP and should not be considered as a substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s definitions of adjusted EBITDA and adjusted EBITDA by segment may not be identical to similarly titled measures reported by other companies.

2629

Following is a reconciliation of net earnings to adjusted EBITDA for the ~~16-~~12 and 28 weeks ended ~~April~~July 1912, 2025 and ~~April~~July 2013, 2024.

	16 Weeks Ended
	12 Weeks Ended						28 Weeks Ended
(In thousands)	~~April~~July 1912, 2025			~~April~~July 2013, 2024			July 12, 2025			July 13, 2024
Net earnings	$	26,~~080~~190		$	1211,~~971~~489		$	8,270		$	24,460
Income tax expense		1,920			5,206
Income tax (benefit) expense		(138	)		4,646			1,782			9,852
Other expenses, net		1412,~~961~~072			129,~~439~~991			27,033			22,430
Operating earnings		18,~~961~~124			3026,~~616~~126			37,085			56,742
Adjustments:
LIFO expense		43,~~634~~472			21,~~020~~509			8,106			3,529
Depreciation and amortization		3627,~~843~~876			3023,~~646~~342			64,719			53,988
Acquisition and integration, net		39,~~840~~315			~~327~~2,613			13,155			2,940
Restructuring and asset impairment, net		(~~368~~90	)		56,~~768~~107			(458	)		11,875
Cloud computing amortization		2,~~673~~018			21,~~018~~840			4,691			3,858
Organizational realignment, net		4,~~617~~330			~~306~~1,369			8,947			1,675
Severance associated with cost reduction initiatives		89172			6972			261			141
Stock-based compensation		53,~~769~~525			31,~~720~~900			9,294			5,620
Stock warrant		~~188~~110			~~326~~190			298			516
Non-cash rent		(~~484~~292	)		(~~901~~725	)		(776	)		(1,626	)
Loss (gain) on disposal of assets		102			(20	)
Loss on disposal of assets		135			64			237			44
Adjusted EBITDA	$	76,864		$	74,895
Postretirement plan amendment and settlement		—			99			—			99
Wholesale:
Adjusted EBITDA	$	68,695		$	64,506		$	145,559		$	139,401
Operating earnings	$	33,249		$	36,002
Wholesale:
Adjustments:
Operating earnings	$	18,038		$	22,067		$	51,287		$	58,069
LIFO expense		3,247			1,555
Adjustments:
Depreciation and amortization		18,091			16,078
LIFO expense		2,423			1,153			5,670			2,708
Acquisition and integration, net		2,061			—
Depreciation and amortization		13,769			12,301			31,860			28,379
Restructuring and asset impairment, net		(3,605	)		(150	)
Acquisition and integration, net		5,737			1,977			7,798			1,977
Cloud computing amortization		1,788			1,369
Restructuring and asset impairment, net		41			118			(3,564	)		(32	)
Organizational realignment, net		2,881			191
Cloud computing amortization		1,334			1,155			3,122			2,524
Severance associated with cost reduction initiatives		89			69
Organizational realignment, net		2,702			855			5,583			1,046
Stock-based compensation		3,910			2,504
Severance associated with cost reduction initiatives		155			30			244			99
Stock warrant		188			326
Stock-based compensation		2,320			1,357			6,230			3,861
Non-cash rent		(31	)		(300	)
Stock warrant		110			190			298			516
Gain on disposal of assets		(73	)		(18	)
Non-cash rent		(38	)		(243	)		(69	)		(543	)
Adjusted EBITDA	$	61,795		$	57,626
Loss (gain) on disposal of assets		35			(1	)		(38	)		(19	)
Retail:
Postretirement plan amendment and settlement		—			62			—			62
Operating loss		(14,288	)		(5,386	)
Adjusted EBITDA	$	46,626		$	41,021		$	108,421		$	98,647
Adjustments:
Retail:
LIFO expense		1,387			465
Operating earnings (loss)		86			4,059			(14,202	)		(1,327	)
Depreciation and amortization		18,752			14,568
Adjustments:
Acquisition and integration, net		1,779			327
LIFO expense		1,049			356			2,436			821
Restructuring and asset impairment, net		3,237			5,918
Depreciation and amortization		14,107			11,041			32,859			25,609
Cloud computing amortization		885			649
Acquisition and integration, net		3,578			636			5,357			963
Organizational realignment, net		1,736			115
Restructuring and asset impairment, net		(131	)		5,989			3,106			11,907
Stock-based compensation		1,859			1,216
Cloud computing amortization		684			685			1,569			1,334
Non-cash rent		(453	)		(601	)
Organizational realignment, net		1,628			514			3,364			629
Loss (gain) on disposal of assets		175			(2	)
Severance associated with cost reduction initiatives		17			42			17			42
Adjusted EBITDA	$	15,069		$	17,269
Stock-based compensation		1,205			543			3,064			1,759
Non-cash rent		(254	)		(482	)		(707	)		(1,083	)
Loss on disposal of assets		100			65			275			63
Postretirement plan amendment and settlement		—			37			—			37
Adjusted EBITDA	$	22,069		$	23,485		$	37,138		$	40,754

2730

Liquidity and Capital Resources

Cash Flow Information

The following table summarizes the Company’s consolidated statements of cash flows:

	16 Weeks Ended
	28 Weeks Ended
(In thousands)	~~April~~July 1912, 2025			~~April~~July 2013, 2024
Cash flow activities
Net cash provided by operating activities	$	25112,~~828~~563		$	36132,~~463~~098
Net cash used in investing activities		(3659,~~960~~445	)		(3879,~~104~~495	)
Net cash provided by financing activities		9,532			2,645
Net cash used in financing activities		(49,184	)		(45,325	)
Net (decrease) increase in cash and cash equivalents		(1,600	)		1,004
Net increase in cash and cash equivalents		3,934			7,278
Cash and cash equivalents at beginning of the period		21,570			17,964
Cash and cash equivalents at end of the period	$	1925,~~970~~504		$	1825,~~968~~242

Net cash provided by operating activities. Net cash provided by operating activities decreased $1019.65 million in the current year-to-date period compared to the prior year-to-date period, due to changes in working capital and lower earnings.

Net cash used in investing activities. Net cash used in investing activities decreased $120.1 million in the current year compared to the prior year due to ~~reduced~~lower capital expenditures, ~~partially~~and ~~offset~~an byacquisition anin ~~increase~~the Retail segment in ~~loans~~the toprior ~~customers~~year.

Capital expenditures were $3151.62 million in the current year and cloud computing application development spend, which is included in operating activities, was $35.0 million, compared to capital expenditures of $4067.21 million and cloud computing application development spend of $36.93 million in the prior year. The decrease in capital expenditures in the current year compared to the prior year was driven by the timing of capital spend. The Wholesale and Retail segments utilized 4346.54% and 5653.56% of capital expenditures, respectively, in the current year.

Net cash ~~provided~~used byin financing activities. Net cash ~~provided~~used byin financing activities increased $63.9 million in the current year compared to the prior year, primarily due to increased ~~net~~payments ~~proceeds~~on ~~from~~ the senior credit facility in the current year compared to the prior year.

Debt Management

Total debt, including finance lease liabilities, was $~~777~~728.09 million and $753.8 million as of ~~April~~July 1912, 2025 and December 28, 2024, respectively.

Liquidity

The Company’s principal sources of liquidity are cash flows generated from operations and its senior secured credit facility, which includes Tranche A revolving loans, with a borrowing capacity of $1.17 billion, and Tranche A-1 revolving loans, with a borrowing capacity of $40 million. The Company has the ability to increase the amount borrowed under the Credit Agreement by an additional $195 million, subject to certain conditions. As of ~~April~~July 1912, 2025, the senior secured credit facility had outstanding borrowings of $~~652~~604.20 million.

Additional available borrowings under the Company’s credit facility are based on stipulated advance rates on eligible assets, as defined in the Credit Agreement. The Credit Agreement requires that the Company maintain excess availability of 10% of the borrowing base, as such term is defined in the Credit Agreement. The Company had excess availability after the 10% covenant of $~~270~~342.41 million at ~~April~~July 1912, 2025. Payment of dividends and repurchases of outstanding shares are permitted, provided that certain levels of excess availability are maintained. The credit facility provides for the issuance of letters of credit, of which $21.38 million were outstanding as of ~~April~~July 1912, 2025. The credit facility matures November 17, 2027 and is secured by substantially all of the Company’s assets.

The Company believes that cash generated from operating activities and available borrowings under the credit facility will be sufficient to meet anticipated requirements for working capital, capital expenditures, dividend payments, and debt service obligations for the foreseeable future. However, there can be no assurance that the business will continue to generate cash flow at or above current levels or that the Company will maintain its ability to borrow under the Credit Agreement. The Company anticipates that additional borrowings may be required to fund investments related to both organic and inorganic initiatives included in the long-term strategic plan.

The Company’s current ratio (current assets to current liabilities) was 1.6657-to-1 at ~~April~~July 1912, 2025 ~~compared~~and ~~to 1.57-to-1 at~~ December 28, 2024, and its investment in working capital was $~~436~~394.04 million at ~~April~~July 1912, 2025 compared to $396.6 million at December 28, 2024. The net long-term debt to total capital ratio was 0.5149-to-1 at ~~April~~July 1912, 2025 compared to 0.50-to-1 at December 28, 2024.

2831

Net long-term debt is a non-GAAP financial measure that is defined as long-term debt and finance lease liabilities, plus current portion of long-term debt and finance lease liabilities, less cash and cash equivalents. The ratio of net long-term debt to adjusted EBITDA is a non-GAAP financial measure that is calculated by dividing adjusted EBITDA, on a rolling 52-week basis, by net long-term debt, as defined previously. The ratio of net long-term debt to total capital is a non-GAAP financial measure that is calculated by dividing net long-term debt, as defined previously, by total capital (net long-term debt plus total shareholders’ equity). The Company believes both management and its investors find the information useful because it reflects the amount of long-term debt obligations that are not covered by available cash and temporary investments. Total net long-term debt and adjusted EBITDA are not substitutes for GAAP financial measures and may differ from similarly titled measures of other companies.

Following is a reconciliation of “Long-term debt and finance lease liabilities” to Net long-term debt as of ~~April~~July 1912, 2025 and December 28, 2024 and "Net earnings" to Adjusted EBITDA on the rolling 52- week basis ended ~~April~~July 1912, 2025 and December 28, 2024.

(In thousands)	~~April~~July 1912, 2025			~~December~~April 2819, ~~2024~~2025			December 28, 2024
Current portion of long-term debt and finance lease liabilities	$	1514,~~043~~970		$	1215,~~838~~043		$	12,838
Long-term debt and finance lease liabilities		~~761~~713,~~985~~971			~~740~~761,~~969~~985			740,969
Total debt		~~777~~728,~~028~~941			~~753~~777,~~807~~028			753,807
Cash and cash equivalents		(1925,~~970~~504	)		(2119,~~570~~970	)		(21,570	)
Net long-term debt	$	~~757~~703,~~058~~437		$	~~732~~757,~~237~~058		$	732,237

	Rolling 52- Weeks Ended
(In thousands, except for ratio)	~~April~~July 1912, 2025			~~December~~April 2819, ~~2024~~2025
Net (loss) earnings	$	(10,592	)	$	299
Net loss	$	(15,891	)	$	(10,592	)
Income tax expense		72,~~440~~656			107,~~726~~440
Other expenses, net		4547,~~458~~539			4245,~~936~~458
Operating earnings		4234,~~306~~304			5342,~~961~~306
Adjustments:
LIFO expense		79,~~781~~744			57,~~167~~781
Depreciation and amortization		~~109~~114,~~609~~143			~~103~~109,~~412~~609
Acquisition and integration, net		613,~~626~~328			36,~~113~~626
Restructuring and goodwill / asset impairment, net		6761,~~971~~774			7467,~~107~~971
Cloud computing amortization		8,~~240~~418			78,~~585~~240
Organizational realignment, net		710,~~068~~029			27,~~757~~068
Severance associated with cost reduction initiatives		~~557~~657			~~537~~557
Stock-based compensation		1214,~~792~~417			1012,~~743~~792
Stock warrant		~~730~~650			~~868~~730
Non-cash rent		(21,~~262~~829	)		(2,~~679~~262	)
Gain on disposal of assets		(~~162~~91	)		(~~284~~162	)
Legal settlement		(900	)		(900	)
Postretirement plan amendment and settlement		99—			99
Adjusted EBITDA	$	~~260~~264,~~455~~644		$	~~258~~260,~~486~~455
Net long-term debt to adjusted EBITDA ratio		2.97			2.89

Following is a reconciliation of "Net long-term debt" and "Total shareholders' equity" to Total capital as of ~~April~~July 1912, 2025 and December 28, 2024.

(In thousands)	~~April~~July 1912, 2025		December 28, 2024
Net long-term debt	$	~~757~~703,~~058~~437	$	732,237
Total shareholders' equity		~~739~~741,~~537~~824		743,490
Total capital	$	1,~~496~~445,~~595~~261	$	1,475,727
Net long-term debt to total capital ratio		0.49		0.50

For information on material cash requirements, see the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024. At ~~April~~July 1912, 2025, there have been no significant changes to the Company’s material cash requirements outside the ordinary course of business.

2932

Cash Dividends

During the quarter ended ~~April~~July 1912, 2025, the Company declared $7.87 million in dividends. A 1.1% increase in the quarterly dividend rate from $0.2175 per share to $0.22 per share was approved by the Board of Directors and announced on March 11, 2025. ~~Although~~Except as otherwise provided in the Merger Agreement, the Company expects to continue to pay a quarterly cash dividend,. ~~adoption~~Adoption of a dividend policy does not commit the Board of Directors to declare future dividends. Each future dividend will be considered and declared by the Board of Directors at its discretion. Whether the Board of Directors continues to declare dividends depends on a number of factors, including the Company’s future financial condition, anticipated profitability and cash flows and compliance with the terms of its credit facilities.

Under the senior revolving credit facility, the Company is generally permitted to pay dividends in any fiscal year up to an amount such that all cash dividends, together with any cash distributions and share repurchases, do not exceed $35.0 million. Additionally, the Company is generally permitted to pay cash dividends and repurchase shares in excess of $35.0 million in any fiscal year so long as its Excess Availability, as defined in the senior revolving credit facility, is in excess of 15% of the Total Borrowing Base, as defined in the senior revolving credit facility, before and after giving effect to the repurchases and dividends.

Off-Balance Sheet Arrangements

The Company has also made certain commercial commitments that extend beyond ~~April~~July 1912, 2025. These commitments consist primarily of purchase commitments, standby letters of credit of $21.38 million as of ~~April~~July 1912, 2025, and interest on long-term debt and finance lease liabilities.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Based on the Company’s ongoing review, the Company makes adjustments it considers appropriate under the facts and circumstances. This discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements. The Company believes these accounting policies and others set forth in Item 7 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024 should be reviewed as they are integral to understanding the Company’s financial condition and results of operations. The Company has discussed the development, selection and disclosure of these accounting policies with the Audit Committee of the Board of Directors. The accompanying financial statements are prepared using the same critical accounting policies discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.

Recently Issued Accounting Standards

Refer to Note 2 in the notes to the condensed consolidated financial statements for further information.

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk

There have been no material changes in market risk of SpartanNash from the information provided in Part II, Item 7A, “Quantitative and Qualitative Disclosure About Market Risk,” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.

ITEM 4. Controls and Procedures

An evaluation of the effectiveness of the design and operation of SpartanNash Company’s disclosure controls and procedures (as currently defined in Rule 13a-15(e) under the Exchange Act) was performed as of ~~April~~July 1912, 2025 (the “Evaluation Date”). This evaluation was performed under the supervision and with the participation of SpartanNash Company’s management, including its Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and Corporate Controller. As of the Evaluation Date, SpartanNash Company’s management, including the CEO, CFO and Corporate Controller, concluded that SpartanNash’s disclosure controls and procedures were effective as of the Evaluation Date to ensure that material information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities and Exchange Act of 1934 is accumulated and communicated to management, including its principal executive and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. ~~During the first quarter of 2025 there were no changes that materially affected, or were reasonably likely to materially affect, SpartanNash’s internal control over financial reporting.~~

30During the second quarter of 2025, the Company implemented new general ledger and reporting systems that replaced its previous systems. As a result of this implementation, the Company modified certain existing internal controls over financial reporting and implemented new controls and procedures related to the new systems.

There have been no other changes in our internal controls over financial reporting that occurred during the second quarter of 2025 that have materially affected, or were reasonably likely to materially affect, SpartanNash’s internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. Legal Proceedings

The information required by this Part II, Item 1 is incorporated by reference to the information set forth under the caption “Commitments and Contingencies” in Note 910 in the notes to condensed consolidated financial statements included in this report.

ITEM 1A. Risk Factors

~~There~~Other than as set forth below related to the proposed Transaction with C&S, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K (2024 10-K) for the year ended December 28, 2024 filed with Securities and Exchange Commission. You should carefully consider the risks included in our 2024 10-K, together with all the other information in this Quarterly Report on Form 10-Q, including the forward-looking statements which appear at the beginning of this report.

Risks Related to the Pending Transaction

Failure to complete the Transaction on the agreed terms, within the expected timeframe, or at all could have a material adverse effect on our business, financial condition, cash flows and stock price.

The completion of the Transaction is subject to the satisfaction or waiver of various customary closing conditions, including among others, (i) approval of the Merger Agreement by our shareholders; (ii) receipt of necessary regulatory approvals and the expiration or termination of applicable waiting periods; and (iii) the continued accuracy of certain representations and warranties. There is no assurance that these conditions will be satisfied or waived, or that the Transaction will be completed on the agreed terms, within the anticipated timeframe, or at all.

A failure to obtain the required approval of our shareholders, the failure to secure applicable regulatory approvals, or other events, changes, or circumstances could give rise to a termination of the Merger Agreement. Under certain circumstances, we may be required to pay a termination fee, which could materially impact our financial condition. Even if regulatory approvals are obtained, such approvals may be subject to conditions, limitations or requirements that were not anticipated and which could delay completion of the Transaction.

If the Transaction is not consummated, our business, stock price, financial condition, and operating results could be adversely affected as a result of: the potential decline in the market price of our common stock, particularly because the stock price reflects an expectation of consummation of the Transaction; strained relationships with customers, suppliers, and other business partners; challenges in retaining and attracting key personnel; additional litigation or regulatory proceedings arising from the failure to close the Transaction; and incurrence of significant Transaction-related expenses, including advisory, legal, and other professional fees, with limited or no benefit if the Transaction is not completed.

Business uncertainties, operational disruptions, and contractual restrictions during the pendency of the Transaction could materially harm our business, operations, financial condition, and relationships with stakeholders.

The announcement and pendency of the Transaction subjects us to numerous risks and uncertainties that could materially adversely affect our business operations, strategic initiatives, and financial results, regardless of whether the Transaction is ultimately consummated.

During the period prior to closing, we are subject to restrictive covenants under the Merger Agreement, which limit our ability to pursue certain business opportunities, strategic transactions, financing activities, or operational changes without consent of C&S. These restrictions may prevent us from reacting promptly to changes in our business environment or from pursuing strategic initiatives or executing capital allocation strategies that would otherwise be in the best interests of our Company and shareholders.

Additionally, the Transaction may disrupt our current business operations due to:

•

uncertainty regarding the future direction of the business;

•

challenges in retaining and attracting key personnel during the pendency of the Transaction;

•

adverse impacts on customer purchasing behavior or supplier relationships due to concerns about post-closing integration or strategic alignment; and

•

distractions for management and employees, as significant time and resources are diverted to Transaction-related matters.

These risks could materially and adversely impact our business operations, financial condition, cash flows, and market perception, regardless of whether the Transaction is consummated.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

On February 24, 2022, the Board of Directors authorized the repurchase of common shares in connection with a $50 million share repurchase program, which expires on February 22, 2027. There were not any share repurchases of common stock made under this program during the ~~first~~second quarter of 2025. As of ~~April~~July 1912, 2025, $10.3 million remains available under the program. Repurchases of common stock includes shares submitted for cancellation to satisfy tax withholding obligations that occur upon the vesting of the restricted shares. The value of the shares delivered or withheld is determined by the applicable stock compensation plan. The following table provides information regarding SpartanNash's purchases of its own common stock during the 1612-week period ended ~~April~~July 1912, 2025.

Fiscal Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Maximum Dollar Value of Shares Yet to be Purchased Under the Plans or Programs(in thousands)
December 29, 2024 - January 25, 2025
April 20 - May 17, 2025
Employee Transactions		—123	$	—19.44	N/A			N/A
Repurchase Program		—	$	—		—	$		10,350
January 26 - February 22, 2025
May 18 - June 14, 2025
Employee Transactions		—565	$	—18.64	N/A			N/A
Repurchase Program		—	$	—		—	$		10,350
February 23 - March 22, 2025
June 15 - July 12, 2025
Employee Transactions		~~78,606~~358	$	2021.1653	N/A			N/A
Repurchase Program		—	$	—		—	$		10,350
March 23, 2025 - April 19, 2025
Total for quarter ended July 12, 2025
Employee Transactions		—1,046	$	—19.72	N/A			N/A
Repurchase Program		—	$	—		—	$		10,350
Total for quarter ended April 19, 2025
Employee Transactions		78,606	$	20.16	N/A			N/A
Repurchase Program		—	$	—		—	$		10,350

Item 5. Other Information

Rule 10b5-1 Plan Elections

The directors and officers of the Company (as defined in Rule 16a-1(f) under the ~~Securities~~ Exchange Act ~~of 1934, as amended) ("Exchange Act")~~ may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. During the quarter ended ~~April~~July 1912, 2025, no Rule 10b5-1 trading arrangements or "non-Rule 10b5-1 trading arrangements" (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act).

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ITEM 6. Exhibits

The following documents are filed as exhibits to this Quarterly Report on Form 10-Q:

ExhibitNumber		Document
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. Previously filed as an exhibit to the Company's Current Report on Form 8-K filed on June 23, 2025. Incorporated herein by reference.
3.1		Restated Articles of Incorporation of SpartanNash Company, as amended. Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 15, 2017. Incorporated herein by reference.
3.2		Restated Bylaws of SpartanNash Company, as amended. Previously filed as an exhibit to the Company's Current Report of Form 8-K filed on September 13, 2024. Incorporated herein by reference.
10.1		Executive Separation Agreement between SpartanNash Company and Thomas Swanson.
10.2		Executive Separation Agreement between SpartanNash Company and Masiar Tayebi.
10.3		Executive Separation Agreement between SpartanNash Company and Bennett Morgan.
10.4		Form of SPTN Restricted Stock Unit Retention Award Plan Document.
10.5		Form of SPTN Long-Term Incentive Retention Award Plan Document.
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~April~~July 1912, 2025, has been formatted in Inline XBRL.

32+ Certain exhibits and schedules to this Exhibit 2.1 have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

* The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

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 thereunto duly authorized.

	SPARTANNASH COMPANY(Registrant)
Date: May 29, 2025	By	/s/ Jason Monaco
Date: August 14, 2025	By	/s/ Jason Monaco
		Jason MonacoExecutive Vice President and Chief Financial Officer(Principal Financial Officer)
Date: May 29, 2025	By	/s/ R. Todd Riksen
Date: August 14, 2025	By	/s/ R. Todd Riksen
		R. Todd RiksenVice President and Corporate Controller(Principal Accounting Officer)

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