Form 4: ODP Director Sells All Shares in $28/Share Merger

ODP Corporation director Quincy L. Allen disposed of all common stock and restricted stock units as the company completed its merger, becoming a wholly-owned subsidiary of ACR Ocean Resources LLC at $28.00 per share.

Summary

• ODP Corporation completed a merger on December 10, 2025, with Merger Sub, a wholly-owned subsidiary of ACR Ocean Resources LLC, resulting in ODP Corporation becoming a wholly-owned subsidiary of ACR Ocean Resources LLC.
• Director Quincy L. Allen disposed of 272 shares of ODP common stock on December 10, 2025, receiving $28.00 in cash per share.
• Allen also disposed of 33,432 restricted stock units (RSUs) on December 10, 2025, which were converted into cash based on the $28.00 per share merger price plus any accrued and unpaid dividends or dividend equivalent rights.
• Following these transactions, Allen beneficially owns 0 shares of common stock and 0 restricted stock units of ODP Corporation.
• The transactions were executed pursuant to an Agreement and Plan of Merger dated September 22, 2025.

Sentiment

Score: 7

Explanation: Neutral to slightly positive for shareholders receiving a defined cash value for their shares, removing market uncertainty. The transaction was expected due to the merger agreement, indicating a planned corporate action.

Positives

• Shareholders, including the reporting person, received a definitive cash payment of $28.00 per share for their common stock, providing liquidity and certainty.
• Holders of Restricted Stock Units received a cash payout based on the merger price, plus any accrued and unpaid dividends or dividend equivalent rights.

Negatives

• ODP Corporation is no longer a publicly traded entity, meaning former public shareholders no longer hold equity in the company.
• The company's independent public identity and stock market presence have ceased.

Risks

• No specific new risks are mentioned in this Form 4, as it reports a completed transaction rather than forward-looking operational risks.

Future Outlook

ODP Corporation is now a wholly-owned subsidiary of ACR Ocean Resources LLC, and its future operations and strategic direction will be determined by its new parent company. No specific forward-looking statements for the former public entity are applicable.

Industry Context

This transaction represents a 'going private' event for ODP Corporation, removing a significant player from public trading. Such acquisitions often occur when a private equity firm or another company sees value in taking a public entity private, potentially to restructure, integrate, or realize synergies away from public market scrutiny. It reflects a consolidation trend in the office supply and business services sector, where companies might seek greater operational flexibility or strategic alignment outside of public market pressures.

Comparison to Industry Standards

• The $28.00 per share cash consideration for ODP Corporation's common stock would typically be evaluated against the company's historical trading prices, analyst price targets, and comparable transactions in the office supply or business services industry.
• Without specific details on the merger premium or valuation multiples (e.g., EV/EBITDA, P/E) relative to peers like Staples (private), Essendant (private), or other publicly traded retailers/distributors, a direct quantitative comparison is limited.
• The cash payout provides certainty and liquidity to shareholders, which is a common feature in such take-private deals, offering a clear exit for investors.

Management Changes

Corporate Governance

Related Party Transactions

• The filing reports the completion of a merger where ODP Corp was acquired by ACR Ocean Resources LLC, which is a change of control transaction rather than a disclosure of ongoing related party dealings.

Stakeholder Impact

• Shareholders: Received $28.00 per share in cash, losing their equity stake in ODP Corp.
• Employees: No direct impact on employment status is mentioned, but a change in ownership can lead to future operational or management changes.
• Customers/Suppliers: No immediate direct impact is mentioned, but new ownership may lead to strategic shifts affecting existing relationships.

Next Steps

• ODP Corporation will operate as a wholly-owned subsidiary of ACR Ocean Resources LLC.
• Former public shareholders of ODP Corporation will no longer hold equity in the company.

Key Dates

Keywords

ODP Corp, ODP, Merger, Acquisition, Form 4, Beneficial Ownership, Quincy L. Allen, ACR Ocean Resources, Vail Holdings, Common Stock, Restricted Stock Units, Going Private