UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

For the fiscal year ended January 2,1, 20212022.

OR

For the transition period from              to             .

Commission File Number: 000-31127

SPARTANNASH COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: (616) 878-2000

Securities registered pursuant to Section 12(b) of the Securities Exchange Act:

Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.   Yes  ☒   No  ☐

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

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates based on the last sales price of such stock on the NASDAQNasdaq Global Select Market on July 10, 202016, 2021 (which was the last trading day of the registrant’s second quarter in the fiscal year ended January 2, 2021)1, 2022) was $720,431,707.$659,681,465.

The number of shares outstanding of the registrant’s Common Stock, no par value, as of March 2, 2021February 28, 2022 was 36,135,638,35,921,684, all of one class.

DOCUMENTS INCORPORATED BY REFERENCE

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Forward-Looking Statements

The matters discussed in this Annual Report on Form 10-K, in the Company’s press releases and in the Company’s website-accessible conference calls with analysts and investor presentations include “forward-looking statements” about the plans, strategies, objectives, goals or expectations of SpartanNash Company and subsidiaries (“SpartanNash” or the “Company”). These forward-looking statements are identifiable by words or phrases indicating that SpartanNash or management “expects,” “anticipates,” “plans,” “believes,” or “estimates,” or that a particular occurrence or event “will,” “may,” “could,” “should,” “will” or “will likely” result, occur or be pursued or “continue” in the future, that the “outlook” or “trend” is toward a particular result or occurrence, that a development is an “opportunity,” “priority,” “strategy,” “focus,” that the Company is “positioned” for a particular result, or similarly stated expectations. Accounting estimates, such as those described under the heading “Critical Accounting Policies and Estimates” in Item 7 of this Annual Report on Form 10-K, are inherently forward-looking. The Company’s asset impairment and restructuring cost provisions are estimates and actual costs may be more or less than these estimates and differences may be material. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of the Annual Report, other report, release, presentation, or statement.

In addition to other risks and uncertainties described in connection with the forward-looking statements contained in this Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission (“SEC”), thereThere are many important factors that could cause actual results to differ materially. These risks and uncertainties include disruptions associated with the COVID-19 pandemic, general business conditions, changes in overall economic conditions that impact consumer spending, the Company’s ability to integrate acquired assets, the impact of competition and other factors which are often beyond the control of the Company, and other risksthose listed in Part I, Item 1A. “Risk Factors,”Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report and risks and uncertainties not presently known to the Company or that the Company currently deems immaterial.

This section and the discussions contained in Item 1A. “Risk Factors,” and in Item 7, subheading “Critical Accounting Policies and Estimates” in this report, both of which are incorporated here by reference, are intended to provide meaningful cautionary statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This should not be construed as a complete list of all of the economic, competitive, governmental, technological and other factors that could adversely affect the Company’s expected consolidated financial position, results of operations or liquidity. Additional risks and uncertainties not currently known to SpartanNash or that SpartanNash 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 Annual Report.

Report.

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TABLE OF CONTENTS

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PART I

Item 1.  Business

Overview

SpartanNash Company (together(together with its subsidiaries, “SpartanNash” or the “Company”) is a Fortune 400food solutions company whosethat delivers the ingredients for a better life through customer-focused innovation. Its core businesses include distributing grocery products to a diverse group of independent and chain retailers, its corporate ownedcorporate-owned retail stores, and U.S. military commissaries and exchanges. 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 United States (“U.S.”),states and the District of Columbia, Europe, Cuba, Puerto Rico, Honduras, Iraq, Kuwait, Bahrain, DjiboutiQatar and Egypt.Djibouti. The Company’s Retail segment operatesCompany owns 145 supermarkets that have a “neighborhood market” focusand shares its operational insights to distinguish them from supercenters and limited assortment stores. Throughdrive solutions for its Military segment, the Company is the exclusive worldwide supplier of private brand products to U.S. military commissaries. food retail customers. The Company operates three reportable segments: Food Distribution, Retail and Military. While the Company supports overseas commissaries and exchanges, all of the Company’s sales and assets are in the United States of America.

The Company’s fiscal year end is the Saturday closest to December 31. The following discussion isIn this report we discuss information as of and for the fiscal years ending or ended December 31, 2022 ("2022"), January 1, 2022 ("2021"(“2021” or “current year”), January 2, 2021 (“2020” or “current“prior year”), and December 28, 2019 (“2019” or “prior year”) and December 29, 2018 (“2018”), all of which include 52 weeks, with the exception of 2020, which includes 53 weeks. All fiscal quarters are 12 weeks, except for the Company’s first quarter, which is 16 weeks and will usually includeincludes the Easter holiday. Fiscal 2020 contains 53 weeks; therefore, the fourth quarter of fiscal 2020 contains 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 Company’s differentiated business model of Food Distribution, Retail and Military operations leverages the complementary nature of each segment and supports the ability of the Company’s independent retailers to compete in the grocery industry in the long-term. The model produces operational efficiencies, helps stimulate distribution product demand, and provides greater visibility and broader business growth options.options throughout each of the segments.

SpartanNash’sSpartanNash has redefined its strategic identity around a Winning Recipe that looks to activate its mission is to leveragedeliver the ingredients for a better life through a renewed focus on core capabilities, behaviors and strategic priorities. SpartanNash has a keen focus on its expertise in food distributioncore capabilities which include: people, operational excellence and retail to develop, activate and provide impactful solutionsinsights that exceed expectations for customers, business partners and associates, and itsdrive solutions. The Company’s vision is to be “A best-in-class business that feels local, where relationships matter.” In order to support these objectives, the Company’s priorities include strategies to improve the associate experience, to enhance the product offerings toseeing a day when its customers and to improve operational efficiency through achieving sustained improvements in gross margin and service levels.say, “I can’t live without them.”

Food Distribution Segment

The Company’s Food Distribution segment uses a multi-channel sales approach to distribute grocery products to independent retailers, national retailers, food service distributors, e-commerce providers, and the Company’s corporate owned retail stores. Total net sales from the Company’s Food Distribution segment, including sales to corporate owned retail stores that are eliminated in the consolidated financial statements, totaled $5.7$5.6 billion for 2020.2021. As of the end of 2020,2021, the Company believes it is among the fifthtop five largest wholesale distributor,distributors in the nation in terms of annual revenue, to supermarkets in the United States.

revenue. The Company is focused on growth in its Food Distribution segment, through expanded partnerships with existing customers as well as new business, and rounding out its assortment. The Company is also working to improve the reach and efficiency of its supply chain to drive improved profitability.business.

The Company’s Food Distribution segment supplies grocery products to a diverse group of independent retailers with operations ranging from a single store to regional supermarket chains, food service distributors and the Company’s corporate owned retail stores. As of January 2, 2021,1, 2022, the Company operated in all 50 states by leveraging a platform of 1918 distribution centers, as well as internal transportation fleets and third-party shipping partners, servicing the Food Distribution and Military segments. The Company’s extensive geographic reach drives economies of scale and provides opportunities for independent retailers to purchase products at competitive prices in order to effectively compete in the grocery industry in the long-term.

The Company also services national retailers through a variety of platforms and has diversified its customer base through growth with these customers. These national retailers partner with the Company to centralize their supply of grocery products or product categories, and to leverage the Company’s broad geographic reach. Sales to one of the Company’s customers in the Food Distribution segment accounted for 17%, 17% and 16% of consolidated net sales for 2021, 2020 2019 and 2018, respectively.2019. No other individual customer exceeded 10% of consolidated net sales in any of the years presented.

The Company’s ten largest Food Distribution customers (excluding corporate owned retail stores) accounted for approximately 64% of total Food Distribution net sales for 2020.2021. Approximately 89%90% of Food Distribution net sales for 20202021 are covered under supply agreements with customers.

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The Company’s Food Distribution segment provides a selection of approximately 68,00065,000 stock-keeping units (SKUs) of nationally branded and private brand grocery products and perishable food products, including dry groceries, produce, dairy products, meat, delicatessen items, bakery goods, frozen food, seafood, floral products, general merchandise, beverages, tobacco products, health and beauty care products and pharmacy. These product offerings, along with best-in-class services, allow independent retailers the opportunity to support the majority of their operations with a single supplier. The Company also provides a comprehensive menu of valued-addedsupport services designed to assist independent retailers in becoming more profitable, efficient, competitive, and informed, ranging from real estate and site surveys to a full suite of accounting, information technology and merchandising and marketing solutions. The Company is committed to sharing the expertise gained in its Retail operations with its independent customers.

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The Food Distribution segment competes directly with a number of traditional and specialty grocery wholesalers and retailers that maintain or develop self-distribution systems. In addition, the Company’s independent customers face intense competition from supercenters, deep discounters, mass merchandisers, limited assortment stores, and e-commerce providers. The Company partners with these customers to help them compete effectively. The primary competitive factors in the Food Distribution business include price, service level, product quality, variety and other value-added services.

Retail Segment

As of January 2, 2021,1, 2022, the Company operates 156145 corporate owned retail stores and 3736 fuel centers in nine states in the Midwest, primarily under the banners of Family Fare, Martin’s Super Markets, D&W Fresh Market, VG’s Grocery and Dan’s Supermarket. Retail banners and store counts are fully detailed in Item 2, “Properties”. The Company’s corporate owned retail stores range in size from approximately 14,000 to 90,000 total square feet, or on average, approximately 44,000 total45,000 square feet per store.

The Company’s neighborhood marketconvenience and community-focused strategy distinguishes its corporate owned retail stores from supercenters and limited assortment stores. ThroughThis is complemented by an e-commerce solutions,platform, including Fast Lane and Groceries to GO, as well as third-party providers, the Company offeredwhich provide online grocery shopping and curbside pickup or delivery at 117 of its121 corporate owned retail locations as of January 2, 2021.1, 2022. This channel is highly valued by customers during the COVID-19 pandemic, and continuing to enhance and grow this platform is a key component of the Company’s strategy. The Company continues to makemakes investments to support its online ordering systems, the speed and convenience of curbside pickup, and the efficiency and completeness of order fulfillment.

The Company’s corporate owned retail stores offer nationally branded and private brand grocery products, as well as perishable food products including dry groceries, produce, dairy products, meat, delicatessen items, including store prepared “grab and go” meal options, bakery goods, frozen food, seafood, floral products, general merchandise, beverages, health and beauty care products and fuel. Sixty-sevenSixty-five of the Company’s stores contain franchised Starbucks or Caribou Coffee shops, which enhance the customer experience and help to drive traffic. Private brand grocery products typically generate higher retail margins while also improving customer loyalty by offering quality products at affordable prices.

As of January 2, 2021,1, 2022, the Company offers pharmacy services in 9791 of its corporate owned retail stores (87(81 of the pharmacies are owned) and operates onethree free-standing pharmacy location.locations. The Company believes the pharmacy service offering in its corporate owned retail stores is an important part of the consumer experience. Most of the Company’s pharmacies offer certain free medications, along with low costlow-cost generic drugs, and meal planning solutionscounseling for preventative health and education for its customers. Influenza vaccinations and COVID-19 testingvaccinations are available in certainthe pharmacies. The Company’s pharmacies will also offer COVID-19 vaccinations in 2021.

The following chart details the changes in the number of corporate owned retail stores over the last five fiscal years:

EarlyStore closures in 2021 were part of the first quarter of fiscal 2021, the Company made the decision to close two corporate owned retail stores in support of its initiatives related toCompany’s retail store rationalization.  rationalization initiatives.

The principal competitive factors in the Retail business include the location and image of the store; the price, quality and variety of the fresh offering; and the quality, convenience and consistency of service. In addition to competing with traditional grocery stores, the Company competes with supercenters, deep discounters, mass merchandisers, limited assortment stores, and e-commerce providers. The Company monitors planned competitive store openings and uses established proactive strategies to respond to new competition both before and after competitive store openings. Strategies to react to competition vary based on many factors, such as the competitor’s format, strengths, weaknesses, pricing and sales focus.

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Military Segment

The Company’s Military segment contracts with manufacturers and brokers to distribute a wide variety of grocery products, including dry groceries, beverages, meat, and frozen foods, primarily to U.S. military commissaries and exchanges. The Company’s Military segment, together with its third-party partner, Coastal Pacific Food Distributors (“CPFD”), represents the only delivery solution to service the Defense Commissary Agency (“DeCA” or “the Agency”) worldwide.

DeCA operates a chain of 236 commissaries on U.S. military installations across the world that sells approximately $4.5$4.0 billion of grocery products annually. The Company distributes grocery products to 160 military commissaries and over 400 exchanges located in 39 states across the United States and the District of Columbia, Europe, Cuba, Puerto Rico, Honduras, Iraq, Kuwait, Bahrain, DjiboutiQatar and Egypt.Djibouti. The Company’s distribution centers are strategically located among the largest concentration of military bases in the areas the Company serves and near Atlantic ports used to ship grocery products to overseas commissaries and exchanges.

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The Company is also the DeCA exclusive worldwide supplier of private brand grocery and related products to all U.S. military commissaries. In accordance with its contract with DeCA, the Company procures the grocery and related products from various manufacturers and upon receiving customer orders from DeCA either delivers the products to the U.S. military commissaries itself or engages CPFD to deliver the products on its behalf. There are overnearly 1,000 SKUs of private brand products in the DeCA system as of January 2, 2021.1, 2022.

DeCA contracts with manufacturers to obtain nationally branded products for the commissary system. Manufacturers either deliver the products to the commissaries themselves or, more commonly, contract with distributors such as SpartanNash to deliver the products. The Company obtains distribution contracts with manufacturers through competitive bidding processes and direct negotiations. As of January 2, 2021,1, 2022, the Company has approximately 250 distribution contracts representing approximately 600 manufacturers that supply products to the DeCA commissary system and various exchange systems. Generally, larger contracts or those subject to a request-for-proposal process have definitive durations, whereas smaller contracts generally have indefinite terms; and all contract types allow for termination by either party without cause upon 30 days prior written notice to the other party. The contracts typically specify which commissaries and exchanges to supply on behalf of the manufacturer, the manufacturer’s products to be supplied, service and delivery requirements, and pricing and payment terms. The Company’s ten largest manufacturer customers represented approximately 51%52% of the Company’s Military segment sales for 2020.2021.

The Company’s strategies within the Military segment are focused on improving the profitability of its operations through partnering with DeCA and its manufacturer customers to identify growth opportunities and improve gross margins. The current contract to provide DeCA with private branded products expires in April 2022. The Company is also working to improve the efficiency of its supply chain through operational improvements, including identifying opportunities to optimize ordering, routes, and delivery schedules.currently negotiating a contract extension.

The Company is one of fewer than fivefour distributors in the United States with annual sales to the DeCA commissary system in excess of $100 million that distributes products via the frequent delivery system. The remaining distributors that supply DeCA tend to be smaller regional and local providers. In addition, manufacturers contract with others to deliver certain products, such as baking supplies, produce, delicatessen items, soft drinks and snack items, directly to DeCA commissaries and service exchanges. Because of the low margins in this industry, it is of critical importance for distributors to achieve economies of scale, which is typically a function of the density or concentration of military bases within the geographic area(s) a distributor serves. As a result, no single distributor in this industry, by itself, has a nationwide presence. Rather, distributors generally concentrate on specific regions, or areas within specific regions, where they can achieve critical mass and utilize warehouse and distribution facilities efficiently. In addition, distributors that operate larger non-military specific distribution businesses tend to compete for DeCA commissary business in areas where such business would enable them to more efficiently utilize the capacity of their existing distribution centers. The Company believes the principal competitive factors among distributors within this industry are customer service, price, operating efficiencies, reputation with DeCA and location of distribution centers.

Supply Chain Network

The Company’s distribution network is comprised of 1918 distribution centers, which are utilized to service the Food Distribution and Military segments. The Company warehouses product through approximately 8.48.6 million square feet of distribution center space. The Company operates a fleet with 553 over-the-road tractors, 25 refrigerated straight trucks, 335272 dry vans and 1,1351,090 refrigerated trailers. The Company carefully manages the more thanapproximate 73 million miles driven by its fleet and third-party carriers annually servicing military commissaries, exchanges, independent retailers, national retailers and corporate owned retail stores.

In 2021, the Company launched and began execution of a comprehensive supply chain improvement initiative. The Company’sinitiative is focused on executing improvements to supply chain operations across the Company’s network, which are expected to result in sustained efficiencies and cost reductions. The supply chain initiative is focused on supportingmaking investments in people, process, and technology to support long-term growth and maximizing productivity through the optimization of its network and investment in technology.maximize operational efficiencies. The Company continually evaluates its network and is contemplating or undertaking actions such as adding or consolidating locations and shifting volume between facilities as needed. System enhancements in the areas of forecasting and replenishment will support the strategic optimization of inventory, allowing for reductions in quantities on hand and space savings in the warehouses, while maintaining service levels and reducing shrink. The Company’s plan to consolidate transportation management information systems will also streamline operations and reduce miles traveled.

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The Company is also investing in its workforce through an expansion of its onboarding, training and career development programs, and has identified the areas of recruitingseveral initiatives aimed at improving associate engagement, customer experience and training as some of the initiatives to improveoverall supply chain performanceperformance.

The Company is currently improving a robust sales and operations planning process and also continues to optimize its network to enable more effective and efficient operations across the overall associate experience. In the coming year, thesupply chain. The Company planswill continue to re-profile certain ofrefine its warehouses,inventory management and is in the process ofcontrol policies and procedures, including item assortment decisions, while also developing dynamic slotting capabilities, in order to improve order selection efficiency and maximize space utilization. Process improvements are also underway in other areas of warehouse operations, including enhancing labor planning tools, refining engineered labor standards, and installing new performance management capabilities to improve productivity.

System enhancements in the productivityareas of forecasting and replenishment will support the workforce.strategic optimization of inventory, allowing for improved service levels and warehouse capacities, while also reducing excess inventory and shrink. The Company’s plan to consolidate transportation management information systems will also streamline operations and reduce miles traveled.

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Marketing and Merchandizing

During 2020,2021, the Company leveraged data and insights to develop and implement strategies to respond to changes in consumer behavior in relation to the ongoing COVID-19 pandemic with products, meal solutions and marketing tactics in support of each of the Company’s segments. While impacts of COVID-19 are expected to be short term, theThe Company is proving its abilitystarting to see many customer behavior changes resulting from the pandemic become more permanent, requiring even deeper use of data and analyticsinsights to discern changing consumer needsstay abreast and leverage these insights to drive performance.

The Company’s Customer Growth strategy is focused on meeting changing customer needs and preferences through a data-based decision-making process, while also increasing customer satisfaction through quality service and convenience. The Company is using insights gained through its collaboration with dunnhumby to improve its positioning and assortment to better appeal to its customers. Key focus areas include improvement in customers’ perception of Company pricing, product assortment and the penetration of the Company’s private brands. As the Company works to better differentiate its Retail stores and implement its Customer Growth strategy, the Company has launched a new pricing strategy designed to highlight value and increase customer loyalty. The Company has developed processes to measure the activation of these strategies as well as their impacts. These measures are reviewed continuously to refine and evolve the strategies. The Company will continue to share its best practices across its independent customer base within the Food Distribution segment as it gains further insights.

TheWhile the Company is selectively adding products and services to better meet customers’ changing needs and enhance their experience. During 2020,experience, the Company undertookis also observing a completemigration to an overall smaller SKU count as part of a broader industry shift. At the same time CPG companies are beginning to focus on an efficient, more limited assortment. This makes the ongoing review and refinement of the current private brand offering and go-to-market strategy. To build awarenessstrategy even more critical. These changes support the Company’s ongoing review and encourage associate engagement, the Company has transitioned fromrefinement of the private brands terminology to a proprietary, branded approach referred to as “OwnBrands”. This change has been executed as part of a broader planbrand offering and go-to-market strategy and efforts to simplify the brand portfolio and build on the strength of the Company’s flagship brand, Our Family.

The Company has also been building tools and capabilities to enable relevant, personalized content across its digital, social media and mobile channels, including the use of chatbots with artificial intelligence, which provide immediate responses to customers’ frequently asked questions online. Additionally, the Company continues to focus on the growth of its e-commerce platforms and development of its fulfillment capabilities,the ecosystem, which enable a highly personalized digital shopping experience, while driving operational efficiencies. These enhancements will contribute to the Company’s ability to build longer-term customer loyalty through convenience and value, maintain efficient marketing spend, improve its growth opportunities, and further strengthen its competitive position.

Seasonality

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, are affected by seasons and weather patterns.

Suppliers

The Company purchases products from a large number of national, regional and local suppliers of name brand and OwnBrandOwnBrands merchandise. No single supplier accounts for more than 5% of the Company’s purchases. The Company continues to develop strategic relationships with key suppliers and believes this will prove valuable in the development of enhanced promotional programs and consumer value perceptions.

Intellectual Property

The Company owns valuable intellectual property, including trademarks, trade names, and other proprietary information, some of which are of material importance to its business.

Technology

In 2020,2021, the Company focused on digitizingfoundational IT hardware and digitization efforts across all business segments, including the continued transition to Software as a hybrid cloud model,Service (“SaaS”) technology, where certain production environments are hosted in the cloud and disaster recovery environments are hosted in on-premise data centers. As a response to the COVID-19 pandemic, the Company supported the shift of the corporate office workforce to a work-from-home environment, while maintaining workforce productivity.cloud.

Supply Chain. The Company began making meaningful upgradescontinued its transformational effort to replace its existing transportation systems, including standardization of processes and rationalization of several disparate systems into a single integrated application stack. Additionally, the Company completed the automationimplementation of its automated timekeeping, scheduling, and payroll management processes across its distribution network. These automation initiatives, combined with the workforce investments noted previously, are expected to contribute to improved hiring, retention and productivity. The Company also completed the implementation of an AI forecasting system, which will enhance the Company’s inventory management and shrink reduction processes.

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Retail. During 2020,2021, the Company made significant progress incompleted the financial integration of its recently acquired Martin’s Super Markets (“Martin’s”) business. The Company is taking additional steps to modernize its retail applications footprint, beginningwhich began in 2021 with a comprehensive effort to upgrade and digitize its point-of-sale (“POS”) environment. The upgraded POS applications will includeapplication includes an integrated feature set which will enhanceenhances the retail experience both for SpartanNash and its independent customers. Additionally, the Company completed the implementation of a fresh item management solution for its corporate retail stores. This solution incorporates automated labeling, production planning, inventory and recipe management across all locations to support the fresh food operations within the corporate retail stores.

Marketing and Merchandizing:. In 2020,2021, the Company began thecontinued its implementation of a cloud-based pricing and promotion automation solution. The new technology will provide a vendor portal and workflow management for promotional activities, as well as manage associated vendor billings.billings for all of its customers.

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Administrative Systems, Infrastructure and Security. The Company has begun the development and implementation of tools to improve both the efficiency and effectiveness of internal reporting and administrative functions. A centralized cloud-based data analytics solution is being developedwas implemented to consolidate the Company’s analysis and reporting platforms, introducing predictivewhich brings advanced data analytics capabilities to provide better business insights.insights in real-time. Robotic process automation initiatives have been implemented in certain areas and additional areas are being evaluated for further automation, which will result in improved efficiency in repetitive, manual processes. The Company also successfully completed the deployment of a new Human Capital Management system which will act as the backbone of simplified digital human resources operations. During 2020,2021, the Company also took significant steps to improve its information security. Lastly, the Company made other significant improvementsseveral enhancements to its networksfoundational hardware infrastructure including upgrades to the production storage environment and information security.network servers.

Human Capital

The Company’sCompany values its associates are criticaland remains committed to supporting the organization’s missionthem through transparent communications to ensure that they feel heard, respected and values.valued. The Company’s strategies are aligned to improve associate engagement and empowerment to foster an agile, highly accountable, performance-driven culture.Company also supports associates through total rewards benefits. As of January 2, 2021,1, 2022, the Company employed approximately 18,00016,500 associates, 10,80010,100 on a full-time basis and 7,2006,400 on a part-time basis.

Retention

. Attracting and retaining talent is imperative to accomplish the key initiatives of the Company. The Company’s primary initiatives in this area include ensuring a safe and desirable work environment, maintaining a competitive and compelling total rewards offer and investing in leadership and associate development.

While the effects of the COVID-19 pandemic have increased the rate of turnover remains high, specifically in the retail and distribution environments, the Company isremains committed to reducing turnover, with an established target reduction in the coming year.

Safety

Associate safety remainsDiversity, Equity, and Inclusion. The Company celebrates diversity and believes employing a top prioritydiverse workforce is key to success. SpartanNash is committed to providing equal employment opportunities to all individuals regardless of personal characteristics, including but not limited to: race, gender, religion, disability, age, protected veteran status, or any legally recognized status entitled to protection under applicable federal, state or local laws. The Company has a policy that they conduct themselves with dignity and respect each other, and the Company particularlydoes not tolerate discrimination or harassment. SpartanNash takes action to address and correct disrespectful, inappropriate behavior, unfair treatment, or retaliation of any kind in the retailworkplace or in any work-related circumstance outside the workplace. SpartanNash is focused on ensuring that the rights of women and distribution environments consideringminority groups are protected and expects all SpartanNash associates to reinforce our People First culture to build a diverse and inclusive workplace. As a commitment to this, all associates are required to complete training on Dignity and Respect, Anti-Harassment and Anti-Discrimination.

SpartanNash also provides interactive workshops and ongoing training for people leaders, including Bridging the effects of COVID-19Diversity Gap and Your Role in Workplace Diversity training. To provide associates support and connection within the current year.organization, SpartanNash has associate resource groups available for young professionals, multicultural associates, veterans and women.

SpartanNash believes that diversity, equity and inclusion drive value for its associates, shareholders and customers. The Company maintains robust policiesleads with inclusion and supports continuous trainingstrives to ensure the safety of each associatecreate an environment where associates are valued and compliance with the Occupational Safety and Health Administration standards. The Company’s areas of focus include limiting incident rates, the frequency and severity of accidentsempowered to support our business objectives, customers and the cost of claims and settlements.

Diversity and Inclusion

The Company sponsors initiatives to differentiate its workforce with a focus on diversity and inclusion, to best reflect the communities it serves and to strengthen the representation of veterans, people of color, differently abled individuals and women in the workforce. The Company believes that valuing each associate’s talent and diverse perspective creates a fair and inclusive atmosphere for growth and success.they serve.

The Company also believes that it is best served by an executive leadership team and Board of Directorsleaders that have diverse perspectives, education, experience, skills, gender, race, and ethnicity as demonstrated by the current executive leadership team and Board of Directors. The Company will endeavorcontinue to seek out such candidates when searching for new leaders and directors. Of the eight current members of the executive leadership team, one member

Safe, Healthy and Secure Workplace. The Company’s policies and programs provide a safe and healthy workplace in accordance with all local laws and regulations, in partnership with training to support SpartanNash’s health and safety strategy. Everyone working at SpartanNash is a personrole model and works together to achieve excellence in everything they do without harm to people, the environment or its communities. Throughout 2021, the Company implemented a new safety program called, “Do Your Part – Be Safety Smart.” The program includes targeted safety goals; the appointment of colora safety specialist at all company locations; instituting a safety focus in all team meetings; weekly safety calls with the CEO; development of safety leadership, emergency response, ammonia safety, and three members are female. Of the ten current members of the Board of Directors, two of the directors are persons of colorsafety improvement teams; along with monthly safety reviews by SpartanNash leadership to develop solutions to safety issues and three of the directors are female.to achieve safety goals.

Engagement-8-

Associate Engagement and Training. The Company continually evaluatesbelieves that associate engagement and views the associated metrics as criticaleducation are key to the ability to attract and retain talent, contributing to manyfull implementation of the broader objectives of the Company. The results from annual associate engagement surveys are used to inform the Company’s priorities and provide valuable feedback on existing associate programs. During the last annual associate engagement survey completed in September, the Company achieved a 70% engagement rate, well above the industry average.its Human Rights policy across its footprint. The Company also launched a new corporate social media application inprovides role-specific training on human rights and how to recognize, mitigate and act on violations that reinforce their collective commitment to the current year, SpartanNash Go, as a tool to support engagement of associates across the organization. To-date, the Company’s adoption and engagement of the tool has exceeded expectations.Human Rights policy.

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Compensation and Benefits

. The Company’s total rewards programs are designed to provide compensation and benefits packages that will attract, retain, reward, and inspire its associates to achieve a high level of performance, to challenge convention and turn problems into possibilities. Overall compensation and benefits are periodically reviewed to ensure that they remain competitive with respect to industry benchmarks. Significant wage investments were made in 2021 across the retail and warehouse operations to attract and retain associates. Areas of focus for wages were entry level roles across our front-line operations, distribution hourly associates to incent productivity and to address competitive truck driver pay. In line with the Company’s People First initiative, the Company implemented a new paid time off (“PTO”) policy in the fourth quarter of 2021. The new PTO policy provides associates with the same amount of PTO hours in a given year, but with enhanced benefits, which include: greater flexibility on how and when PTO can be taken, immediate new hire eligibility for PTO benefits, ability to elect annual payouts for hourly associates, and an overall simplified policy with one PTO bucket. The Company’s incentive programs are designed to align the associate’s financial interests with that of shareholders and other stakeholders. In addition,Eligibility for the Company periodically sponsors recognition and compensation initiatives for retail and distributionannual incentive program was changed in 2021 to include over 1,000 newly eligible associates working onto allow more associates to share in the front lines. These programs are designed to recognizesuccess of the efforts of these workers for their commitment to serve customers and keep them safe during the COVID-19 pandemic, as well as to recognize their other outstanding achievements. Recently, the Company implemented a new human capital management system, which represents a key investment to provide resources related to compensation and benefits to associates.Company.

Environmental Matters

The Company may be responsible for remediation of environmental conditions and may be subject to associated liabilities relating to its stores, warehouses, and other buildings and the land on which they are situated (including responsibility and liability related to its operation of its fuel centers and truck garages and the storage of petroleum products in underground storage tanks). The Company believes that it currently conducts its operations, and in the past has conducted its operations, in substantial compliance with applicable environmental laws. Also, the Company typically conducts an environmental review prior to acquiring or leasing buildings or raw land. However, the Company cannot always control or predict what environmental conditions may be found to exist at its facilities, and future changes in regulations may result in liabilities to the Company or increases in the cost of doing business.

Regulation

The Company is subject to federal, state and local laws and regulations concerning the conduct of its business, including those pertaining to the workforce and the purchase, handling, sale and transportation of its products. Many of the Company’s products are subject to federal Food and Drug Administration (“FDA”) and United States Department of Agriculture (“USDA)USDA”) regulation. The Company believes that it is in compliance, in all material respects, with the FDA, USDA and other federal, state and local laws and regulations governing its businesses.

Forward-Looking Statements

The matters discussed in this Item 1 include forward-looking statements. See “Forward-Looking Statements” at the beginning of this Annual Report on Form 10-K.

Available Information

SpartanNash’s web address is www.spartannash.com. The inclusion of the Company’s web address in this Form 10-K does not include or incorporate by reference the information on or accessible through the Company’s website, and the information contained on or accessible through those websites should not be considered as part of this Form 10-K. The Company makes its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports (and amendments to those reports) filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 available on the Company’s website as soon as reasonably practicable after the Company electronically files or furnishes such materials with the SEC. Interested persons can view such materials without charge by clicking on “For Investors”“Investor Relations” and then “SEC Filings” on the Company’s website. SpartanNash is a “large accelerated filer” within the meaning of Rule 12b-2 under the Securities Exchange Act.

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Item 1A.  Risk Factors

The Company faces many risks. If any of the events or circumstances described in the following risk factors occur, the Company’s financial condition or results of operations may suffer, and the trading price of the Company’s common stock could decline. This discussion of risk factors should be read in conjunction with the other information in this Annual Report on Form 10-K. All of these forward-looking statements are affected by the risk factors discussed in this item and this discussion of risk factors should be read in conjunction with the discussion of forward-looking statements, which appears at the beginning of this report.

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Business and Operational Risks

The Company operates in an extremely competitive industry. Many of the Company’s competitors are much larger and may be able to compete more effectively.

The Company’s Food Distribution and Retail segments have many competitors, including regional and national grocery distributors, large chain stores that have integrated wholesale and retail operations, mass merchandisers, e-commerce providers, deep discount retailers, limited assortment stores and wholesale membership clubs. The Company’s Military segment faces competition from large national and regional food distributors and smaller distributors. Many of the Company’s competitors have greater resources than the Company.

Industry consolidation, alternative store formats, nontraditional competitors and e-commerce have contributed to market share losses for traditional grocery stores. The Company’s Food Distribution, Military and Retail segments are primarily focused on traditional retail grocery trade, which faces competition from faster growing alternative retail channels, such as dollar stores, discount supermarket chains, Internet-based retailers and meal-delivery services. The Company expects these trends to continue. If the Company is not successful in competing with these alternative channels, or growing sales into such channels, its business or financial results may be adversely impacted.

The Company faces competitive pressures from e-commerce activity, as consumers continue to adopt this format and do more of their shopping online. While the Company offers e-commerce services at many of its stores, some of its stores and many of its independent retailer customers do not. Other e-commerce providers may offer lower prices, superior online ordering or delivery service, or greater convenience than the Company. If the Company fails to compete successfully, it could face lower sales and may decide or be compelled to offer greater discounts to its customers, which could result in decreased profitability.

Disease outbreaks, such as the COVID-19 pandemic, could have an adverse impact on the Company's operations and financial results.

In response to the COVID-19 pandemic, national, state, and local authorities recommended social distancing and imposed quarantine and isolation measures on large portions of the population, including mandatory business closures. While these measures were designed to protect the overall public health, they hadcontinue to have material adverse impacts on domestic and foreign economies and have resulted in the United States entering a period of recession.economies.

While the Company is an essential business and has seen significant increases in sales volume during the pandemic, its business may be negatively impacted by several factors associated with the pandemic and any future disease outbreak and the related effects on the retail grocery and wholesale distribution industries. The effects of the COVID-19 pandemic experienced by the Company have included, and may continue to include the following impacts, which may also be characteristic of future potential disease outbreaks:

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Any of the foregoing factors, or other effects of the pandemic that are not currently foreseeable, may materially increase costs, negatively impact sales and damage the Company’s financial condition, results of operations, cash flows and its liquidity position. The significance and duration of any such impacts are not possible to predict due to the overall uncertainty associated with COVID-19 and any future pandemic.

The private brand program for U.S. military commissaries may not achieve the desired results.

In December 2016, DeCA, which operates U.S. military commissaries worldwide, competitively awarded to the Company the contract to support and supply products for the Agency’s private brand product program. Private brand products had not previously been offered in the Agency’s commissaries. The Company has invested and will continue to invest significant resources as it partners with DeCA to continue to expand the program, however there is no guarantee of its success, that the program will continue or that DeCA will continue to partner with SpartanNash. The Company expects that DeCA will face significant competition in each product category from national brands that are familiar to consumers. If the Agency is unable to drive traffic and business at the commissaries by offering one-stop shopping for military customers through a combination of both national and private brand offerings, then both DeCA and the Company may be unable to achieve expected returns from this program, which could have a material adverse effect on the Company’s business. The success of the program will depend, in part, on factors beyond the Company’s control, including the actions of the Agency. The current contract to provide DeCA with private branded products expires in April 2022. While the currentCompany is currently negotiating a contract with DeCA expires in December 2021, the Company hopes to continue the relationship, althoughextension, there cannot be a guarantee of renewal.

The Company may not be able to implement its strategy ofachieve growth through acquisitions or successfully integrate acquired businesses.

Part of the Company’s growth strategythrough acquisitions involves selected acquisitions of additional distribution operations, and to a lesser extent, retail grocery stores. Given the recent consolidation activity and limited number of potential acquisition targets within the food industry, the Company may not be able to identify suitable targets for acquisition and may make acquisitions which do not achieve the desired level of profitability or sales. Additionally, future acquisitions of retail grocery stores could result in the Company competing with its independent retailer customers and could adversely affect existing business relationships with those customers. As a result, the Company may not be able to identify suitable acquisition candidates in the future, complete acquisitions or obtain the necessary financing and this may adversely affect the Company’s ability to grow profitably. If the Company fails to successfully integrate business acquisitions and realize planned synergies, the business may not perform to expectations.

Substantial operating losses may occur if the customers to whom the Company extends credit or for whom the Company guarantees loans or lease obligations fail to repay the Company.

From time to time, the Company may advance funds, extend credit and lend money to certain independent retailers and guarantee loan or lease obligations of certain customers. The Company seeks to obtain security interest and other credit support in connection with these arrangements, but the collateral may not be sufficient to cover the Company’s exposure. Greater than expected losses from existing or future credit extensions, loans, guarantee commitments or sublease arrangements could negatively and materially impact the Company’s operating results and financial condition.

A significant portion of the Company’s sales are with major customers and the Company’s success may be dependent on retaining this business and its customers’ ability to grow their business.

The Company’s customer base includes certain large and growing customers. To the extent that major customers decide to utilize alternative sources of products, whether through other distributors or self-distribution, the Company’s financial condition or results of operations may be materially and adversely affected. Similarly, if major customers are not able to grow their business, the Company may be materially and adversely affected.

Sales to one of the Company’s customers accounted for more than 15%17% of the Company’s net sales in 2021, 2020 2019 and 2018.2019. The Company’s ability to maintain a close, mutually beneficial relationship with major customers is an important determinant of the Company’s continued growth.

Changes in relationships with the Company’s vendor base and supply chain disruptions may adversely affect its business, margins, and profitability.

The Company sources the products it sells from a wide variety of vendors. The Company generally does not have long-term written contracts with its major suppliers that would require them to continue supplying merchandise. The Company depends on its vendors for appropriate allocation of merchandise, assortments of products, operation of vendor-focused shopping experiences within its stores, and funding for various forms of promotional allowances. Recent supply chain disruptions within the industry, including labor availability, raw material shortages, and rising costs, have placed constraints on the Company’s vendors resulting in reduced inbound fill rates and decreased product availability. Such issues could negatively impact the Company’s outbound fill rate, resulting in reduced sales and lower profitability.

There has been significant consolidation in the food industry, and this consolidation may continue to the Company’s commercial disadvantage. Such changes could have a material adverse impact on the Company’s revenues and profitability.

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Disruptions to the Company’s information technology systems, including security breaches and cyber-attacks, could negatively affect the Company’s business.

The Company has complex information technology (“IT”) systems that are important to its business operations. It also employs mobile devices, social networking and other online activities to connect with customers, associates, suppliers, and business partners. The Company receives, transmits, and stores many types of sensitive information, including consumers’ personal information, information belonging to vendors, business partners, and other third parties, and the Company’s proprietary, confidential, or sensitive information. As a result, the Company faces risks of security breaches, system disruption, theft, espionage, inadvertent release of information, and other technology-related disruptions. The Company could incur significant losses due to any such event.

Although the Company has implemented security programs and disaster recovery facilities and procedures, cyber threats evolve rapidly and are becoming more sophisticated. Despite the Company’s efforts to secure its information and systems, cyber attackers may defeat the security measures and compromise the personal information of consumers, vendors, business partners, associates and other sensitive information. Associate error, faulty password management or other problems may compromise the security measures and result in a breach of the Company’s information systems, systems disruptions, data theft or other criminal activity. This could result in a loss of sales or profits or cause the Company to incur significant costs to restore its systems or to reimburse third parties for damages.

Threats to security or the occurrence of severe weather conditions, natural disasters or other unforeseen events could harm the Company’s business.

The Company’s business could be severely impacted by severe weather conditions, natural disasters, or other events that could affect the warehouse and transportation infrastructure used by the Company and its vendors to supply the Company’s corporate owned retail stores, and Food Distribution and Military customers. While the Company believes it has adopted commercially reasonable precautions, insurance programs, and contingency plans; the damage or destruction of Company facilities could compromise its ability to distribute products and generate sales. Unseasonable weather conditions that impact growing conditions and the availability of food could also adversely affect sales, profits and asset values.

Climate change, as well as an increasing focus by stakeholders on environmental sustainability and corporate responsibility matters, could adversely affect the business, results of operations, brand or reputation.

The Company is susceptible to risks associated with climate change, which may cause more frequent and extreme weather events. Risks associated with climate change include disruptions to the operations and supply chain, increased operating costs, as well as increased costs and use of operational resources associated with complying with any new climate-related legal or regulatory requirements, all of which could adversely affect the business and results of operations.

Additionally, there is increased focus by stakeholders, including governmental and nongovernmental organizations, investors and customers, on environmental sustainability and corporate responsibility matters, including climate change response, packaging and waste reduction, energy consumption, and diversity, equity and inclusion. The Company’s disclosure on these matters and the failure, or perceived failure, to meet their commitments or otherwise effectively address these environmental sustainability and corporate responsibility matters, could adversely affect the business, brand or reputation. In particular, business incidents or practices, whether actual or perceived, that erode customer trust or confidence, particularly if they receive considerable publicity or result in litigation, could have a negative impact on the business.

Impairment charges for goodwill or other long-lived assets could adversely affect the Company’s financial condition and results of operations.

The Company is required to perform an annual impairment test for goodwill and other long-lived tangible and intangible assets in the fourth quarter of each year, or more frequently if indicators are present or changes in circumstances suggest that impairment may exist. Testing goodwill and other 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 – for goodwill – the Company’s stock price and market capitalization. Changes in these factors, or changes in actual performance compared with estimates of the Company’s future performance, may affect the fair value of goodwill or other assets. This could result in the Company recording a non-cash impairment charge for goodwill or other intangiblelong-lived assets in the period the determination of impairment is made. The Company cannot accurately predict the amount or timing of potential impairments of assets. Should the value of goodwill or other assets become impaired, the Company’s financial condition and results of operations may be adversely affected.

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The Company may not successfully manage the transitiontransitions associated with its chiefthe executive officer and other senior leaders.leadership team.

The Company’s success depends upon the continued services of executive officers and other key personnel, as well as its ability to effectively transition to their successors. The Company has recently appointed aseveral new President and Chief Executive Officer in September 2020 This transitionexecutive leaders. These transitions may be disruptive to the Company, and if it is unable to execute an orderly transition and successfully integrate its new CEOthem into the leadership team, revenue, operating results and financial condition may be adversely affected. In addition, the Company has recently experienced turnover in other key leadership roles. Any future changes to the executive managementleadership team, including hires or departures, could cause further disruption to the business and have a negative impact on operating performance, while these operational areas are in transition. The Company can provide no assurance that it will find suitable successors to key roles as transitions occur or that any identified successor will be successfully integrated into its managementleadership team. The Company’s inability to retain other key employees or effectively transition to their successors, or any delay in filling any such positions, could harm its business and results of operations.

It may be difficult for the Company to attract and retain well-qualified associates, which would adversely affect the Company’s profitability and growth.

Recent low levels of unemployment, increased unemployment compensation benefits, and the hesitation of potential workers to work on the frontline during the pandemiclabor environment challenges, including labor availability, have caused upward pressure on wages. If the Company is unable to attract and retain quality associates to meet its needs, the Company could be required to increase its compensation offering, reduce staffing below optimal levels, or rely more on higher-cost third-party providers, which could adversely affect the Company’s profitability and growth.

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Risks Related to the Company’s Indebtedness

The Company’s level of indebtedness could adversely affect its financial condition and its ability to raise additional capital or obtain financing in the future, respond to business opportunities, react to changes in its business, and make required payments on its debt.

As of January 2, 2021,1, 2022, the Company had outstanding indebtedness of $486.4$405.7 million (net of unamortized debt issuance costs), primarily related to its asset-based lending facility (the "Revolving Credit Facility"). Refer to Note 76 in the accompanying notes to the consolidated financial statements for further information. If the Company is not able to generate cash flow from operations sufficient to service its debt, it may need to refinance its debt, dispose of assets or issue equity to obtain necessary funds. The Company may not be able to take any of such actions on a timely basis, on satisfactory terms or at all.

Indebtedness could have important consequences, including the following:

Covenants in its debt agreements restrict the Company’s operational flexibility.

The agreements governing the Revolving Credit Facility contain usual and customary restrictive covenants relating to the management and operation of the Company, including restrictions on its ability to borrow, pay dividends, or consummate certain transactions. Failure to comply with the covenants in the Company’s debt agreements could result in all of its indebtedness becoming immediately due and payable.

The Company is exposed to interest rate risk due to the variable rates on its indebtedness. Debt service obligations may increase if interest rates rise.

The Company’s borrowings under the Revolving Credit Facility bear interest at variable rates and expose it to interest rate risk. The Company may not be able to accurately predict changes in interest rates or mitigate their impact. If interest rates increase, debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remains the same and the Company’s profitability would decrease. A hypothetical 0.50% increase in rates applicable to borrowings under the Revolving Credit Facility as of January 2, 20211, 2022 would increase interest expense related to such debt by approximately $2.2$1.8 million per year.

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Legal, Regulatory and Legislative Risks

The Company’s Military segment is dependent upon domestic and international military operations. A change in the military commissary system, including its supply chain, or a change in the level of governmental funding, could negatively impact the Company’s results of operations and financial condition.

Because the Company’s Military segment sells and distributes grocery products to military commissaries and exchanges in the United States and overseas, any material changes in the commissary system, the level of governmental funding to DeCA, military staffing levels, or locations of bases, or DeCA’s supply chain may have a corresponding impact on the sales and operating performance of this segment. These changes could include privatization of some or all of the military commissary system, relocation or consolidation of commissaries and exchanges, base closings, troop redeployments or consolidations in the geographic areas containing commissaries and exchanges served by the Company, a change by DeCA to a self-distribution model, or a reduction in the number of persons having access to the commissaries and exchanges. Mandated reductions in the government expenditures, including those imposed as a result of a sequestration, may impact the level of funding to DeCA and could have a material impact on the Company’s operations. If DeCA were to make material changes to its supply chain model, for example by limiting distribution authorization, then the Company’s Military segment could be affected.

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Product recalls or other safety concerns regarding the Company’s products could harm the Company’s business.

The Company faces risks related to the safety of the food products that it distributes or sells. It may need to recall such products for actual or alleged contamination, adulteration, mislabeling, or other safety concerns. The Company distributes fresh fruits and vegetables, as well as other fresh prepared foods. These products, and other food products that the Company sells, are at risk of contamination by disease-causing organisms such as Salmonella, E. coli, and others. These pathogens are generally found in nature, and as a result, there is a risk that they could be present in the products distributed or sold by the Company. The Company typically has little control over proper food handling before the Company’s receipt of the product or once the product has been delivered to customers. Recall costs can be material. A widespread product recall could result in significant losses due to the administrative costs of a recall, the destruction of inventory, and lost sales. Recalls and other food safety concerns can also result in adverse publicity, damage to the Company’s reputation, and a loss of confidence in the safety and quality of its products. Customers may avoid purchasing certain products from the Company, or to seek alternative sources of supply for some or all of their food needs, even if the basis for concern is outside of the Company’s control. Any loss of confidence on the part of the Company’s customers would be difficult and costly to overcome. Any real or perceived issue regarding the safety of any food or drug items sold by the Company, regardless of the cause, could have a substantial and adverse effect on the Company’s business.

A number of the Company’s associates are covered by collective bargaining agreements, and unions may attempt to organize additional associates.

Approximately 7% of the Company’s associates are covered by collective bargaining agreements (“CBAs”) which expire between March 2021April 2022 and October 2022.February 2025. The Company expects that rising healthcare, pension and other employee benefit costs, among other issues, will continue to be important topics of negotiation with the labor unions. Upon the expiration of the Company’s CBAs, work stoppages by the affected workers could occur if the Company is unable to negotiate an acceptable contract with the labor unions. This could significantly disrupt the Company’s operations.

Further, if the Company is unable to control healthcare and pension costs provided for in the CBAs, the Company may experience increased operating costs and an adverse impact on future results of operations.

While the Company believes that relations with its associates are good, the Company may continue to see additional union organizing campaigns. The potential for unionization could increase as any new related legislation or regulations are passed. The Company respects its associates’ right to unionize or not to unionize. However, the unionization of a significant portion of the Company’s workforce could increase the Company’s overall costs at the affected locations and adversely affect its flexibility to run its business in the most efficient manner to remain competitive or acquire new businesses and could adversely affect its results of operations by increasing its labor costs or otherwise restricting its ability to maximize the efficiency of its operations.

Costs related to multi-employer pension plans and other postretirement plans could increase.

The Company contributes 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 its CBAs with Teamsters locals 406 and 908. SpartanNash does not administer or control this Plan, and the Company has relatively little control over the level of contributions the Company is required to make. Currently, the Central States Plan is underfunded and in critical and declining status, and as a result, contributions are scheduled to increase. The Company expects that contributions to this Plan will be subject to further increases. Benefit levels and related issues will continue to create collective bargaining challenges. The amount of any increase or decrease in its required contributions to this Plan will depend upon the outcome of collective bargaining, the actions taken by the trustees who manage the Plan, governmental regulations, actual return on investment of Plan assets, the continued viability and contributions of other contributing employers, and the potential payment of withdrawal liability should the Company choose to exit a geographic area, among other factors.

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The Company’s risk may be mitigated by the American Rescue Plan Act of 2021, which provides financial relief to certain failing multiemployer pension plans. Refer to Note 8 in the accompanying notes to the consolidated financial statements for further information.

Changes in government regulations may have a material adverse effect on our financial results.

Changes in government regulation, including changes in the minimum wages or federal tax laws could have material adverse effects on the Company’s financial results. The new presidential administration may propose regulations that will have a negative impact on the profitability of the Company, including new tax legislation and minimum wage requirements. The Company employs a significant number of hourly associates who are compensated at an hourly rate lower than $15.00. If minimum wage rates increase, the Company will have to increase the wages of employees who fall below the new minimum and may need to increase the wages of employees in close proximity above the new minimum to address wage compression. In addition, changes in federal tax regulations may result in significant increases in the Company’s current and deferred tax liabilities, and may include changes in federal tax rates and the deductibility of certain costs.

Item 1B. Unresolved Staff Comments

None.

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Item 2.  Properties

The following table lists the locations and approximate square footage of the Company’s distribution centers used by its Food Distribution and Military segments as of January 2, 2021.1, 2022. The lease expiration dates for the distribution centers primarily servicing the Food Distribution segment range from February 20222023 to December 2031,July 2035, and for the Military segment range from July 2023 to November 2029. The majority of these leases contain renewal options beyond these dates, if exercised. The Company believes that these facilities are generally well maintained and in good operating condition, have sufficient capacity, and are suitable and adequate to carry on its business for both of these segments. Subsequent to January 2, 2021, the Company commenced operations in a leased distribution center in Severn, Maryland. The distribution center is 287,502 square feet, includes the option for further expansion, and services the Food Distribution segment.

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The following table lists the Company’s retail stores, including the adjacent fuel centers of the related stores, by retail banner, number of stores, location and approximate square footage under each banner as of January 2, 2021.1, 2022.

The Company also owns one fuel center that is not reflected in the retail square footage above, a Family Fare Quick Stop in Michigan that is not included with a corporate owned retail store but is adjacent to the Company’s corporate headquarters. Also not reflected in the retail square footage above is onethree stand-alone pharmacypharmacies located in Clear Lake, Iowa, Michigan, and Wisconsin as well as certain properties used to facilitate the stock and transfer of goods between retail stores.

The Company’s headquarters is located in Grand Rapids, Michigan. The Company maintains offices in multiple states consisting of approximately 317,000 square feet in Company-owned buildings and 49,00023,000 square feet in leased facilities. The Company also leases two additional off-site storage facilities consisting of approximately 50,000 square feet. The Company owns and leases to independent retailers teneleven stores totaling approximately 440,000474,000 square feet and owns and leases to third parties one warehousetwo warehouses of approximately 400,000536,000 square feet and office space totaling 109,000 square feet.

Item 3.  Legal Proceedings

From time-to-time, the Company is engaged in routine legal proceedings incidental to its business. The Company does not believe that these routine legal proceedings, taken as a whole, will have a material impact on its business or financial condition. Additionally, various lawsuits and claims, arising in the ordinary course of business, are pending or have been asserted against the Company. While the ultimate effect of such actions, lawsuits and claims cannot be predicted with certainty, management believes that their outcome will not result in a material adverse effect on the Company’s consolidated financial position, operating results or liquidity. Legal proceedings, various lawsuits, claims, and other matters are more fully described in Note 9,8, in the notes to consolidated financial statements, which is herein incorporated by reference.

Item 4.  Mine Safety DisclosureDisclosures

Not Applicable.

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PART II

Item 5.  Market for Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities

SpartanNash common stock is traded on the NASDAQNasdaq Global Select Market under the trading symbol “SPTN.”

Stock sale prices are based on transactions reported on the NASDAQ Global Select Market.

At March 2, 2021,February 28, 2022, there were approximately 1,300 shareholders of record of SpartanNash common stock.

During the fourth quarter of 2017, the Board authorized a $50.0 million share repurchase program expiring in 2022. There were not any common stock purchases made under this program during the fourth quarter of 2021. At January 2, 2021, $35.01, 2022, $29.7 million remains available under the program.

In 20202021 and 2018,2020, the Company repurchased 860,752265,000 and 952,108860,752 shares of common stock for approximately $10.0$5.3 million and $20.0$10.0 million, respectively. The Company did not repurchase common stock in 2019.

The following table provides information regarding SpartanNash’s purchasesRepurchases of its own common stock during the 13-week period ended January 2, 2021. These may include: (1) shares of SpartanNash common stock delivered in satisfaction of the exercise price and/or tax withholding obligations by holders of employee stock options who exercised options, and (2) 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. For 2020, all employee transactions related

On February 22, 2021, the Board of Directors authorized the repurchase of common shares in connection with a new $50 million program, increasing the total availability for share repurchases to shares submitted for cancellationapproximately $80 million. The Company plans to satisfy tax withholding obligations that occur upon vesting of the restricted shares.

The equity compensation plans table in Part III, Item 12 ofreturn value to shareholders through share repurchases under this report is herein incorporated by reference.program as well as continuing regular dividends.

Performance Graph

Set forth below is a graph comparing the cumulative total shareholder return on SpartanNash common stock to that of the Russell 2000 Total ReturnS&P SmallCap 600 Food Distributors Index and the NASDAQ Retail TradeS&P SmallCap 600 Index, over a period beginning January 2,December 31, 2016 and ending on January 2, 2021.1, 2022. The S&P SmallCap 600 Food Distributors Index replaces the CRSP NASDAQ Retail Trade Index in this analysis and going forward, as the CRSP NASDAQ Retail Trade Index data is no longer accessible. The CRSP index has been included with data through 2020. The Company has elected to replace the Russell 2000 Index with the S&P SmallCap 600 Index as the market capitalization profile of the S&P SmallCap 600 Index is more comparable to that of the Company. In this transition year, the stock performance graph includes both the Russell 2000 Index and the S&P SmallCap 600 Index.

Cumulative total return is measured by the sum of (1) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (2) the difference between the share price at the end and the beginning of the measurement period, divided by the share price at the beginning of the measurement period.

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The dollar values for total shareholder return plotted above are shown in the table below:

The information set forth under the Heading “Performance Graph” shall not be deemed to be “soliciting material” or to be “filed” with the Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act, except to the extent that the registrant specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.

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Item 6.  Selected Financial Data

The following table provides selected historical consolidated financial information of SpartanNash for each of the five years ended December 31, 2016 through January 2, 2021.

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Historical data is not necessarily indicative of the Company’s future results of operations or financial condition. See discussion of “Risk Factors” in Part I, Item 1A of this report; “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this report; and the consolidated financial statements and notes thereto in Part II, Item 8 of this Annual Report on Form 10-K.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

About SpartanNash

SpartanNash, headquartered in Grand Rapids, Michigan, is a leading multi-regional grocery distributor and grocery retailer whose core businesses include distributing grocery products to a diverse group of independent and chain retailers, its corporate owned retail stores, and military commissaries and exchanges in the United States. The Company operates three reportable segments: Food Distribution, Military and Retail. These reportable segments are three distinct businesses, each with a different customer base, management structure, and basis for determining budgets, forecasts, and executive compensation.

Overview of 20202021

The Company’s top priority continues to be the well-being and safety of its family of associates, customers and communities during the COVID-19 pandemic. SpartanNash recognizes its family of associates for their resilience and dedication to serve customers and support local communities during this unprecedented time of need.while navigating industry-wide labor, inflation and supply chain challenges. Collaboration across the organization and the strength and resiliency of its people drives execution in a dynamic operating environment as SpartanNash supports consumer demand related to the COVID-19 pandemic.during this unprecedented time. The Company’s 2020 accomplishments and developments2021 highlights include:

Food Distribution

Retail

Military

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Other Highlights

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For fiscal 2021, the Company anticipates some normalization of sales trends from the levels experienced in 2020, which will be offset by continued growth with existing Food Distribution customers. While this trend is expected to result in unfavorable comparable store sales,2022, the Company expects the Food Distribution segment to achieve 2.0% to 4.0% sales growth driven by growth within certain areas of the customer portfolio. In the Military segment, the Company expects a continued decline in the DeCA comparable sales trend, resulting in a 3.0% to be positive on a two-year stacked basis. Profitability will also be impacted by unfavorable7.0% sales comparisons, primarily in thedecline. Retail segment.comparable sales are expected to range from flat to 2.0% due to levelling of pandemic trends. The Company anticipates that savings generated through the supply chain transformation initiative and certain other initiatives will be more thanimprove the Company’s overall profitability in 2022, partially offset by investments the Company is making in its people and supply chain capabilities.people.

Results of Operations

The current year results of operations are presented in comparison to the prior year within the section below. For a discussion of the results of fiscal 20192020 operations in comparison to fiscal 2018,2019, refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations within the prior year Annual Report on Form 10-K. Certain prior year amounts have been adjusted to reflect recently adopted accounting standards, which are described within Note 1, in the notes to the consolidated financial statements.

The following table sets forth items from the Company’s consolidated statements of earnings as a percentage of net sales and the percentage change from the preceding year: