Form 4: ODP Corp Co-CFO Sells Shares Post-Merger
Insider Transaction Report (Merger Related)
ODP Corp's Co-CFO and SVP, Adam Haggard, reported the disposition of common stock and cancellation of restricted stock units following the company's merger into a wholly-owned subsidiary of ACR Ocean Resources LLC.
Summary
- Adam Haggard, Co-CFO and SVP of ODP Corp, reported changes in beneficial ownership of ODP Corp securities.
- On December 10, 2025, ODP Corporation merged with and into Vail Holdings 1, Inc., a wholly-owned subsidiary of ACR Ocean Resources LLC, with ODP Corp surviving as a wholly-owned subsidiary of Parent.
- Pursuant to the Merger Agreement dated September 22, 2025, each share of ODP Corp common stock held by the reporting person was converted into the right to receive $28.00 in cash, without interest and net of applicable withholding taxes.
- Haggard disposed of 6,194 shares of common stock at a price of $28.00 per share.
- Unvested restricted stock units (RSUs) totaling 18,520 were cancelled and converted into a cash payment equal to the merger consideration ($28.00) multiplied by the number of shares subject to such RSU, plus any accrued and unpaid dividends or dividend equivalent rights, net of applicable withholding taxes.
- Following these reported transactions, Adam Haggard beneficially owns 0 shares of ODP Corp common stock.
Sentiment
Score: 6
Explanation: Neutral to slightly positive for the reporting person due to the cash payout from the merger, but neutral for the company as it signifies a change in ownership rather than operational performance.
Positives
- The reporting person received a cash payment of $28.00 per share for common stock holdings, providing liquidity.
- Unvested restricted stock units were converted into a cash payment, ensuring value realization for the reporting person's equity awards.
Negatives
- The reporting person no longer holds direct beneficial ownership in ODP Corp common stock, as the company is now a private entity.
Future Outlook
NA
Industry Context
This filing reflects the finalization of a corporate acquisition, a common strategy in mature industries for consolidation or strategic realignment. The cash-out of equity holdings for executives is a standard procedure following such transactions, indicating a complete change of ownership for ODP Corp.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure | ODP Corporation transitioned from a publicly traded company to a wholly-owned subsidiary of ACR Ocean Resources LLC. | 12/10/2025 | This change eliminates public shareholder oversight and SEC reporting requirements for ODP Corporation, shifting governance entirely to its new parent company. |
Stakeholder Impact
- Shareholders (prior to merger): Received $28.00 per share in cash, concluding their investment in ODP Corp.
- Employees (with equity): Those holding common stock or RSUs, like the reporting person, received cash payouts for their equity holdings.
- ODP Corp as an entity: Now operates as a wholly-owned subsidiary, subject to the governance and strategic direction of ACR Ocean Resources LLC.
Key Dates
| Date | Description |
|---|---|
| 09/22/2025 | Date of the Agreement and Plan of Merger between ODP Corporation, ACR Ocean Resources LLC, and Vail Holdings 1, Inc. |
| 12/10/2025 | Effective Time of the Merger, where ODP Corporation became a wholly-owned subsidiary of ACR Ocean Resources LLC, and the transaction date for the disposition of securities. |
Keywords
ODP Corp, ODP, Merger, Form 4, Insider Transaction, Adam Haggard, ACR Ocean Resources, Restricted Stock Units, Cash Out
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