Form 4: ODP Corp Executive Cashes Out Shares in $28/Share Merger

ODP Corp EVP David C. Centrella disposed of all common stock and unvested restricted stock units following the company's merger into a private entity at $28 per share.

Summary

• David C. Centrella, EVP and President of ODP Business Solutions for ODP Corp, reported the disposition of his beneficial ownership in ODP Corp common stock and restricted stock units (RSUs).
• The transactions occurred on December 10, 2025, pursuant to a merger agreement dated September 22, 2025.
• ODP Corp merged with Vail Holdings 1, Inc., a wholly-owned subsidiary of ACR Ocean Resources LLC, with ODP Corp surviving as a wholly-owned subsidiary of ACR Ocean Resources LLC.
• 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, net of applicable withholding taxes.
• Centrella disposed of 54,849 shares of common stock at a price of $28 per share.
• All unvested RSUs, totaling 30,433 units, were cancelled and converted into a cash payment equivalent to the merger consideration multiplied by the number of shares subject to the RSU, plus any accrued dividends, subject to the original RSU terms and conditions.

Sentiment

Score: 7

Explanation: The sentiment is positive for shareholders and RSU holders who received a cash payout at the agreed-upon merger price, indicating a successful completion of the transaction. However, it's neutral to slightly negative for the broader market as ODP Corp is no longer a publicly traded entity.

Positives

• The merger successfully completed, providing a definitive cash payout to shareholders and RSU holders.
• Reporting person received cash for all common stock and unvested restricted stock units at the agreed-upon merger consideration of $28.00 per share.

Negatives

• ODP Corp is no longer a publicly traded company, removing it from public investment opportunities.
• The reporting person no longer holds direct beneficial ownership of ODP Corp common stock or RSUs.

Future Outlook

ODP Corp is now a wholly-owned subsidiary of ACR Ocean Resources LLC and is no longer publicly traded. As such, there is no public future outlook or guidance provided in this filing.

Industry Context

This transaction represents a take-private merger, a common strategy where a public company is acquired and delisted, often to allow for strategic restructuring or long-term investment away from public market pressures and reporting requirements. Such events typically result in a cash payout to public shareholders.

Corporate Governance

Related Party Transactions

• The merger itself is the primary related party transaction, involving ODP Corporation, ACR Ocean Resources LLC (Parent), and Vail Holdings 1, Inc. (Merger Sub), resulting in ODP Corp becoming a wholly-owned subsidiary of Parent.

Stakeholder Impact

• Shareholders: Received $28.00 cash per share, effectively selling their holdings.
• Employees (holding RSUs): Received cash equivalent for their unvested restricted stock units.
• Public Investors: ODP Corp shares are no longer available for public trading.

Key Dates

Recommendation

For public shareholders, the merger completion means shares were converted to cash at the agreed-upon price of $28.00, effectively a mandatory sale. There is no longer a public market for ODP Corp shares, thus a 'sell' action has been executed for existing holders, and no further investment recommendation is applicable for the public market.

Keywords

ODP Corp, ODP, Merger, Acquisition, Take-private, Form 4, Insider transaction, Common stock, Restricted stock units, RSU, Beneficial ownership, David C. Centrella, ACR Ocean Resources LLC