Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 22, 2025, The ODP Corporation, a Delaware corporation (the "Company"), ACR Ocean Resources LLC, a Delaware limited liability company ("Parent"), and Vail Holdings 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger as a wholly owned subsidiary of Parent. The Board of Directors of the Company (the "Board") has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), and as a result of the Merger, each share of common stock, $0.01 par value, of the Company ("Company Common Stock") that is issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares and Dissenting Shares (each as defined in the Merger Agreement)) will be converted into the right to receive $28.00 per share in cash (the "Merger Consideration").

In addition, pursuant to the Merger Agreement, immediately prior to the Effective Time, (i) each outstanding and unexercised option to purchase Company Common Stock will be cancelled for no consideration, (ii) each outstanding and unsettled award of restricted stock units that is subject solely to time-based vesting (each, an "RSU Award"), other than any RSU Award held by a non-employeemember of the Board (each, a "Director RSU Award"), will be converted into a cash award in an amount equal to (A)(1) the number of shares of Company Common Stock subject to such RSU Award multipliedby (2) the Merger Consideration plus(B) any corresponding accrued and unpaid dividends or dividend equivalent rights, and shall remain subject to the same terms and conditions as applied prior to the Effective Time, (iii) each Director RSU Award shall become fully vested and entitle the holder thereof to an amount in cash equal to (A)(1) the number of shares of Company Common Stock subject to such Director RSU Award multipliedby (2) the Merger Consideration plus(B) any corresponding accrued and unpaid dividends or dividend equivalent rights, (iv) each outstanding award of restricted stock units that remains subject, in whole or in part, to performance-based vesting restrictions tied to the Company's achievement of relative total shareholder return thresholds (each, a "TSR-VestingPSU Award") will automatically become vested and entitle the holder thereof to receive, an amount in cash equal to (A) the number of shares of Company Common Stock subject to such TSR-VestingPSU Award, calculated based on actual performance achieved through the Effective Time, multipliedby (B) the Merger Consideration, and (v) each outstanding award of restricted stock units that remains subject, in whole or in part, to performance-based vesting restrictions (other than any TSR-VestingPSU Award), will automatically become vested and entitle the holder thereof to receive, an amount in cash equal to (A) the number of shares of Company Common Stock subject to such PSU Award, calculated based on deemed target-level performance, multipliedby (B) the Merger Consideration.

The Company, Parent and Merger Sub have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants that: (i) the Company will conduct its and each of its subsidiary's business in the ordinary and usual course of business during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) the Company will not engage in certain types of transactions or take certain actions outside the ordinary course during such period without the prior consent of Parent, (iii) the Company will cause a special meeting of the holders of Company Common Stock to be held to consider the adoption of the Merger Agreement, and (iv) subject to certain customary exceptions, the Board will recommend that holders of Company Common Stock vote in favor of adopting the Merger Agreement. The Company has also made certain additional customary covenants, including, among others, covenants not to: (i) solicit or knowingly encourage any inquiries with respect to certain alternative business combination transactions or (ii) subject to certain exceptions designed to allow the Board to fulfill its fiduciary duties to the Company's stockholders, engage in any discussions concerning, or provide confidential information to, any person relating to certain alternative business combination transactions.

The Merger Agreement contains certain customary termination rights for the Company and Parent, including the Company's right to terminate the Merger Agreement to accept a superior proposal subject to compliance with certain procedures specified in the Merger Agreement. Upon termination of the Merger Agreement under certain specified circumstances, the Company will be required to pay Parent a termination fee of $36,560,000, which in certain cases is reduced to $16,870,000 during the period ending on October 6, 2025 (the "Company Termination Payment"). In addition, if the Merger Agreement is terminated under certain specified circumstances because of a failure of the Company's stockholders to adopt the Merger Agreement, the Company will be required to reimburse Parent for its transaction expenses in an amount equal to $3,500,000.

Subject to certain limitations, each of the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by June 22, 2026 (the "End Date"), provided, however, that (i) if, on such date, certain required regulatory approvals have not been satisfied but all other conditions to closing (other than conditions which by their nature are to be satisfied at the closing) have been satisfied or waived, the End Date will be automatically extended to September 22, 2026, and (ii) if, on such date, certain required regulatory approvals have not been satisfied but all other conditions to closing (other than conditions which by their nature are to be satisfied at the closing) have been satisfied or waived, the End Date will be automatically extended to December 22, 2026. The right to terminate the Merger Agreement at the End Date will not be available to a party if the failure of the Merger to have been consummated on or before such date was primarily caused by the failure of such party to perform any of its obligations under the Merger Agreement.

The parties to the Merger Agreement have agreed to use their respective reasonable best efforts to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as reasonably practicable. In addition, Parent has agreed to take any and all steps necessary or advisable to resolve any impediments or objections that may be asserted with respect to the Merger under any antitrust or foreign investment law, including proposing and agreeing to any regulatory remedy.

Consummation of the Merger is subject to certain customary conditions, including (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the "Stockholder Approval"), (ii) the absence of any law or order prohibiting the consummation of the Merger, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iv) no Material Adverse Effect (as defined in the Merger Agreement) having occurred and (vi) compliance in all material respects on the part of each of the Company, Parent and Merger Sub with such party's covenants under the Merger Agreement. The obligation of each party to consummate the Merger is also conditioned upon the other party's representations and warranties being true and correct (subject to certain materiality exceptions or certain de minimis inaccuracies).

The foregoing description of the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-Kis only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent or Merger Sub. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The representations and warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under the securities laws. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.