Form 4: ODP Director Sells Shares in $28/Share Merger
Insider Transaction Report (Merger Related)
ODP Corp Director Cynthia T. Jamison disposed of all common stock and restricted stock units following the company's merger into a wholly-owned subsidiary of ACR Ocean Resources LLC at $28 per share.
Summary
- Cynthia T. Jamison, a Director of ODP Corp, reported the disposition of her beneficial ownership in ODP Corp.
- The transactions occurred on December 10, 2025, as a result of a merger.
- ODP Corporation merged with Vail Holdings 1, Inc., a wholly-owned subsidiary of ACR Ocean Resources LLC, with ODP surviving as a wholly-owned subsidiary.
- Each share of ODP 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.
- Deferred Restricted Stock Units (RSUs) were also converted into cash at $28.00 per share, plus any accrued and unpaid dividends or dividend equivalent rights.
- Jamison disposed of 1,646 shares of common stock and 53,644 Restricted Stock Units.
- Following these transactions, Jamison holds 0 shares of common stock and 0 RSUs in ODP Corp.
Sentiment
Score: 7
Explanation: The filing is a factual report of a completed merger, which provided a cash payout to shareholders. The sentiment is neutral to slightly positive for shareholders who received the merger consideration.
Positives
- The merger provided a cash payout of $28.00 per share to shareholders, including the reporting person, for their common stock.
- Restricted Stock Unit holders also received a cash payout based on the $28.00 per share merger price, plus accrued and unpaid dividends or dividend equivalent rights.
Negatives
- ODP Corp ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of ACR Ocean Resources LLC.
- The reporting person no longer holds any beneficial ownership in ODP Corp.
Risks
- This filing reports a completed transaction and does not contain forward-looking risks for the now private company. Risks for public shareholders related to the merger would have been associated with the merger agreement and its completion, which are now realized.
Future Outlook
The filing reports a completed merger transaction and does not provide a future outlook for ODP Corp, which is now a private entity.
Industry Context
This filing indicates a significant consolidation event within the office supply or business services sector, where a publicly traded company (ODP Corp) has been acquired and taken private. Such events often reflect strategic shifts, market valuations, or private equity interest in mature industries.
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 following the merger. | 2025-12-10 | This change fundamentally alters ODP's corporate governance, as it will no longer have an independent public board or be subject to public company reporting requirements. |
Stakeholder Impact
- Shareholders: Received $28.00 per share in cash for their common stock and RSUs, ending their investment in ODP Corp.
- Employees: ODP Corp continues as a surviving entity, but as a private company, which may have implications for employee stock plans or future strategic direction.
- Customers/Suppliers: Unlikely to see immediate direct impact from the change in ownership structure, but long-term strategic shifts by the new parent company could affect relationships.
Next Steps
- For the reporting person, there are no further steps related to this specific transaction as all beneficial ownership has been disposed of.
- For ODP Corp, it will operate as a wholly-owned subsidiary of ACR Ocean Resources LLC, with its public reporting obligations ceasing.
Key Dates
| Date | Description |
|---|---|
| 2025-09-22 | Date of the Agreement and Plan of Merger between ODP Corporation, ACR Ocean Resources LLC, and Vail Holdings 1, Inc. |
| 2025-12-10 | Effective date of the merger where Merger Sub merged into ODP Corporation, and ODP became a wholly-owned subsidiary of Parent. Also the transaction date for the disposition of securities. |
Keywords
ODP Corp, ODP, Merger, Acquisition, Form 4, Insider Transaction, Cynthia T. Jamison, ACR Ocean Resources, Vail Holdings, Common Stock, Restricted Stock Units, Cash Payout
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.