You are cordially invited to attend a special meeting of the stockholders of The ODP Corporation (“ODP”). The special meeting will be held online on [•], 2025 at [•], Eastern Time (the “special meeting”). You may attend the special meeting virtually via the internet at www.virtualshareholdermeeting.com/ODP2025SM, where you will be able to vote electronically and submit questions. You will need the 16-digit control number, which is located on your proxy card or in the instructions accompanying your proxy materials, to attend the special meeting. You will not be able to attend the special meeting in person.

At the special meeting, ODP stockholders will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of September 22, 2025 (as amended or modified from time to time, the “merger agreement”), among ODP, ACR Ocean Resources LLC (“Parent”), and Vail Holdings 1, Inc., a wholly owned subsidiary of Parent (“Merger Sub”). Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into ODP, the separate existence of Merger Sub will cease, and ODP will survive the merger as a wholly owned subsidiary of Parent (the “merger”).

If the merger is completed, ODP stockholders will have the right to receive $28.00 in cash, without interest and subject to any applicable withholding taxes, for each share of common stock, par value $0.01 per share, of ODP (“ODP common stock”), other than cancelled shares and dissenting shares (each as defined in the accompanying proxy statement), that they own immediately prior to the effective time of the merger, which represents a premium of approximately 34.5% over ODP’s closing stock price on September 19, 2025, the last trading day prior to the announcement of the merger agreement. Approval of the proposal to adopt the merger agreement requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of ODP common stock entitled to vote as of the close of business on the record date (as defined in the accompanying proxy statement). A vote online at the virtual special meeting constitutes a vote in person for purposes of the special meeting.

ODP common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “ODP”. The closing price of ODP common stock on Nasdaq on [•], 2025, the latest practicable date before the printing of the accompanying proxy statement, was $[•] per share.

The ODP board of directors (the “ODP Board”) has reviewed and considered the terms and conditions of the merger and has unanimously (a) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of ODP and its stockholders, and declared it advisable, fair to and in the best interests of ODP to enter into the merger agreement with Parent and Merger Sub providing for the merger in accordance with the DGCL (as defined in the accompanying proxy statement), (b) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and (c) recommended that the merger agreement and the merger and the other transactions contemplated thereby in accordance with the terms thereof be adopted by ODP stockholders. The ODP Board made its determination after consultation with its outside legal counsel and its financial advisor and consideration of various factors, as more fully described in the accompanying proxy statement.

The ODP Board unanimously recommends that you vote “FOR” the proposal to adopt the merger agreement.

At the special meeting, stockholders will also be asked to vote on (a) a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by ODP to its named executive

officers based on or otherwise relating to the merger, as required by the rules adopted by the U.S. Securities and Exchange Commission (the “named executive officer merger-related compensation proposal”), and (b) a proposal to adjourn the special meeting from time to time, as determined in accordance with the merger agreement by the ODP Board, including for the purpose of soliciting additional votes for the approval of the merger proposal if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement by ODP stockholders (the “adjournment proposal”). The ODP Board unanimously recommends that you vote “FOR” each of these proposals.

The ODP Board is soliciting your proxy to ensure that a quorum is present and that your shares are represented and voted at the special meeting and any postponement or adjournment thereof.

If your shares are held in “street name,” you should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form.

The merger cannot be completed unless ODP stockholders adopt the merger agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the special meeting online, please submit a proxy to vote your shares as promptly as possible to ensure that your shares may be represented and voted at the special meeting. If you receive more than one proxy card because you own shares registered in different names or addresses, each proxy should be submitted. If you attend the special meeting and vote online, your online vote will revoke any proxy previously submitted. If you neither return your proxy nor attend the special meeting online, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the adoption of the merger agreement. Similarly, if you hold your shares in “street name” and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present and will have the same effect as a vote “AGAINST” the adoption of the merger agreement.

The obligations of ODP, Parent and Merger Sub to complete the merger are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about ODP, the special meeting, the merger agreement, the merger, the named executive officer merger-related compensation proposal and the adjournment proposal. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement and incorporated therein by reference. ODP urges you to, and you should, read the entire proxy statement carefully, including the merger agreement and the other annexes and the documents referred to or incorporated by reference in the accompanying proxy statement. You may obtain additional information about ODP from documents it has filed with the U.S. Securities and Exchange Commission.

If you have any questions or need assistance voting your shares of ODP common stock, please contact Innisfree M&A Incorporated, ODP’s proxy solicitor, by calling 866-239-1760 toll-free (banks and brokers may call 212-750-5833).

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the merger, passed upon the merits of the merger agreement or the merger or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [•], 2025 and, together with the enclosed form of proxy card, is first being mailed to ODP stockholders on or about [•], 2025.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING ONLINE, PLEASE SUBMIT A PROXY TO VOTE YOUR SHARES OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS OR COMPLETE, DATE, SIGN AND RETURN A PROXY CARD AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR SHARES MAY BE REPRESENTED AND VOTED AT THE SPECIAL MEETING. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOU OWN SHARES REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SUBMITTED. IF YOU ATTEND THE SPECIAL MEETING AND VOTE ONLINE, YOUR ONLINE VOTE WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED. IF YOU NEITHER RETURN YOUR PROXY NOR ATTEND THE SPECIAL MEETING ONLINE, YOUR SHARES WILL NOT BE COUNTED FOR PURPOSES OF DETERMINING WHETHER A QUORUM IS PRESENT AT THE SPECIAL MEETING AND WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THE ADOPTION OF THE MERGER AGREEMENT. SIMILARLY, IF YOU HOLD YOUR SHARES IN “STREET NAME” AND FAIL TO INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE HOW TO VOTE YOUR SHARES, YOUR SHARES WILL NOT BE COUNTED FOR PURPOSES OF DETERMINING WHETHER A QUORUM IS PRESENT AND WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THE ADOPTION OF THE MERGER AGREEMENT.

You may revoke your proxy at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement.

If you are a beneficial owner of shares held by a broker, bank or other nominee and you wish to vote at the online special meeting, you must bring to the online special meeting a proxy from the broker, bank or other nominee that holds your shares authorizing you to vote at the online special meeting.

In order to vote online and examine the list of stockholders entitled to vote at the special meeting, you will need to log onto www.virtualshareholdermeeting.com/ODP2025SM and enter the 16-digit control number, which is located on your proxy card or in the instructions accompanying your proxy materials. If your shares of ODP common stock entitled to vote are registered directly in your name, you are considered the holder of record with respect to such shares of ODP common stock and you have the right to attend the special meeting and vote online.

The proxy statement of which this notice forms a part provides a detailed description of the merger, the merger agreement, the named executive officer merger-related compensation proposal and the adjournment proposal, and provides specific information concerning the special meeting. ODP urges you to read the proxy statement, including any documents incorporated therein by reference, and its annexes carefully and in their

entirety. If you have any questions concerning the merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of ODP common stock, please contact ODP’s proxy solicitor, Innisfree M&A Incorporated, by calling 866-239-1760 toll-free (banks and brokers may call 212-750-5833).

The following are brief answers to certain questions that you may have regarding the merger, the special meeting and the proposals being considered at the special meeting. ODP urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all of the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the annexes attached to this proxy statement and the documents referred to or incorporated by reference into this proxy statement.

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “hope,” “hopeful,” “likely,” “may,” “optimistic,” “possible,” “potential,” “preliminary,” “project,” “should,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others: (a) the completion of the merger on the anticipated terms and timing, (b) the satisfaction of other conditions to the completion of the merger, including obtaining required shareholder and regulatory approvals; (c) the risk ODP’s stock price may fluctuate during the pendency of the merger and may decline if the merger is not completed; (d) potential litigation relating to the merger that could be instituted against ODP or its directors, managers or officers, including the effects of any outcomes related thereto; (e) the risk that disruptions from the merger will harm ODP’s business, including current plans and operations, including during the pendency of the merger; (f) the ability of ODP to retain and hire key personnel; (g) the diversion of management’s time and attention from ordinary course business operations to completion of the merger and integration matters; (h) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; (i) legislative, regulatory and economic developments; (j) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect ODP’s financial performance; (k) certain restrictions during the pendency of the merger that may impact ODP’s ability to pursue certain business opportunities or strategic transactions; (l) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management’s response to any of the aforementioned factors; (m) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (n) unexpected costs, liabilities or delays associated with the transaction; (o) the response of competitors to the transaction; (p) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger, including in circumstances requiring ODP to pay the company termination payment; and (q) other risks set forth under the heading “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 28, 2024 and in our subsequent filings with the SEC. You should not rely upon forward-looking statements as predictions of future events. Our actual results could differ materially from the results described in or implied by such forward looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.

The ODP Corporation is a leading provider of products, services and technology solutions through an integrated business-to-business distribution platform and omni-channel presence, which includes supply chain and distribution operations, dedicated sales professionals, online presence and a network of Office Depot and OfficeMax retail stores. Through its operating companies ODP Business Solutions, LLC; Office Depot, LLC; and Veyer, LLC, The ODP Corporation empowers every business, professional, and consumer to achieve more every day.

ODP common stock is traded on Nasdaq under the ticker symbol “ODP”.

ODP’s principal executive offices are located at 6600 North Military Trail, Boca Raton, Florida 33496, and ODP’s telephone number is (561) 438-4800. ODP’s corporate web address is www.theodpcorp.com. The information provided on ODP’s website is not part of this proxy statement and is not incorporated in this proxy statement by reference or by any other reference to ODP’s website provided in this proxy statement.

Additional information about ODP is contained in its public filings with the SEC, which filings are incorporated by reference herein. See the section of this proxy statement entitled “Where You Can Find Additional Information” beginning on page 107.

Parent was formed on September 18, 2025, solely for the purpose of engaging in the transactions contemplated by the merger agreement and has not engaged in any business activities other than as incidental to its formation and the maintenance of its existence and in connection with the transactions contemplated by the merger agreement or any other transaction document and arranging of the equity financing and any potential debt financing in connection with the merger.

Merger Sub is a wholly owned subsidiary of Parent and was formed on September 17, 2025, solely for the purpose of engaging in the transactions contemplated by the merger agreement and has not engaged in any business activities other than as incidental to its formation and the maintenance of its existence and in connection with the transactions contemplated by the merger agreement or any other transaction document. Upon the consummation of the merger, the separate corporate existence of Merger Sub will cease and ODP will continue as the surviving corporation and as a wholly owned subsidiary of Parent.

Parent and Merger Sub are each affiliated with investment funds managed by Atlas Holdings LLC. Atlas Holdings and its affiliates own and operate 29 companies which employ more than 60,000 associates across 375 facilities worldwide. Atlas Holdings operates in sectors such as automotive supply, building materials, capital equipment, construction services, food manufacturing and distribution, metals processing, packaging, paper, power generation, printing, pulp, supply chain management and wood products.

This proxy statement is being provided to ODP stockholders as part of a solicitation by the ODP Board for proxies for use at the special meeting, to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement of the special meeting.

The special meeting is scheduled to be held online via live audio webcast at www.virtualshareholdermeeting.com/ODP2025SM on [•], 2025 at [•], Eastern Time. The special meeting will be held in a virtual meeting format only, with no physical in-person meeting.

At the special meeting, ODP stockholders will be asked to consider and vote on the following proposals:

The adoption of the merger agreement by the affirmative vote, at the special meeting or any adjournment or postponement thereof, of the holders of a majority of the outstanding shares of ODP common stock entitled to vote as of the close of business on the record date is a condition to the completion of the merger. If ODP stockholders fail to approve the merger proposal, the merger will not occur.

The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote to approve the merger proposal. Accordingly, a stockholder may vote to approve the merger proposal and vote not to approve the named executive officer merger-related compensation proposal, and vice versa. Because the vote on the named executive officer merger-related compensation proposal is only advisory in nature, it will not be binding on ODP, Parent or the surviving corporation. Accordingly, because ODP is contractually obligated to pay such merger-related compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger proposal is approved, regardless of the outcome of the advisory vote.

Other than the matters described above, ODP does not expect a vote to be taken on any other matters at the special meeting or any adjournment or postponement thereof.

The ODP Board has reviewed and considered the terms of the merger and has unanimously (a) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of ODP and its stockholders, and declared it advisable, fair to and in the best interests of ODP to enter into the merger agreement with Parent and Merger Sub providing for the merger in accordance with the DGCL (as defined in the accompanying proxy statement), (b) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger and (c) recommended that the merger agreement and the merger and the other transactions contemplated thereby in accordance with the terms thereof be adopted by ODP stockholders. Certain factors considered by the ODP Board in reaching its decision to adopt the merger agreement can be found in the section of this proxy statement entitled “The Merger Proposal (Proposal 1)—Recommendation of the ODP Board and Reasons for the Merger” beginning on page 48.

The ODP Board unanimously recommends that ODP stockholders vote “FOR” the merger proposal, “FOR” the named executive officer merger-related compensation proposal and “FOR” the adjournment proposal.

Only holders of record of ODP common stock at the close of business on [•], 2025, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements of the special meeting.

Holders of record of ODP common stock are entitled to one vote for each share of ODP common stock they own of record at the close of business on the record date. At the close of business on the record date, there were [•] shares of ODP common stock issued and outstanding, held by approximately [•] holders of record.

Under ODP’s bylaws, the presence, in person or represented by proxy, at the special meeting of a majority of the issued and outstanding shares of ODP common stock entitled to vote thereat at the close of business on the record date will constitute a quorum. Virtual attendance at the special meeting constitutes presence in person for purposes of a quorum at the special meeting. There must be a quorum for business (other than the adjournment proposal) to be conducted at the special meeting. If a quorum is not present, the presiding officer at the special meeting may adjourn the special meeting from time to time until a quorum is present. Failure of a quorum to be represented at the special meeting will necessitate an adjournment of the special meeting and may subject ODP to additional expense.

If you attend the special meeting or if you submit (and do not thereafter revoke) a proxy by duly executing and returning a proxy card or by telephone or through the internet, even if you abstain from voting, your shares of ODP common stock will be counted for purposes of determining whether a quorum is present at the special meeting. In the event that a quorum is not present at the special meeting or additional votes must be solicited to adopt the merger agreement, the special meeting may be adjourned or postponed to solicit additional proxies.

The approval of the merger proposal requires the affirmative vote, at the special meeting or any adjournment or postponement thereof, of the holders of a majority of the outstanding shares of ODP common stock entitled to vote as of the close of business on the record date.

Assuming a quorum is present, approval of the named executive officer merger-related compensation proposal (on a non-binding basis) requires the affirmative vote of the holders of a majority of the shares of ODP common stock present in person or represented by proxy at the special meeting and entitled to vote thereon.

Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares of ODP common stock present in person or represented by proxy at the online special meeting and entitled to vote thereon.

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. At the special meeting, abstentions will be counted as present for purposes of determining whether a quorum is present. Abstaining from voting will have the same effect as a vote “AGAINST” the merger proposal. Abstaining from voting on the named executive officer merger-related compensation proposal or the adjournment proposal will not be considered a vote cast on, and will have no effect on, the named executive officer merger-related compensation proposal or the adjournment proposal.

If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will have the same effect as a vote “FOR” the merger proposal, the named executive officer merger-related compensation proposal and the adjournment proposal.

Broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present in person or represented by proxy at the special meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Pursuant to the NYSE rules, which also govern brokers’ use of discretionary authority for Nasdaq-listed companies, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. If a beneficial owner of shares of ODP common stock held

in “street name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be counted as present in person or represented by proxy at the online special meeting. As the vote to approve the merger proposal is based on the total number of shares of ODP common stock outstanding at the close of business on the record date, not just the shares that are counted as present in person or represented by proxy at the online special meeting, if you fail to issue voting instructions to your broker, bank or other nominee, it will have the same effect as a vote “AGAINST” the merger proposal. If you fail to issue voting instructions to your broker, bank or other nominee, it will have no effect on the outcome of the named executive officer merger-related compensation proposal or the adjournment proposal.

If you are a stockholder of record and you do not attend the special meeting, sign and return your proxy card by mail or submit your proxy by telephone or over the internet, your shares will not be voted at the special meeting, will not be counted as present in person or represented by proxy at the online special meeting and will not be counted as present for purposes of determining whether a quorum is present.

As discussed above, under the NYSE rules, which also govern brokers’ use of discretionary authority for Nasdaq-listed companies, brokers and other record holders do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. Accordingly, if you are the beneficial owner of shares held in “street name” and you do not issue voting instructions to your broker, bank or other nominee, your shares will not be voted at the special meeting and will not be counted as present in person or represented by proxy at the online special meeting or counted as present for purposes of determining whether a quorum is present.

A failure to submit a proxy or otherwise attend and vote your shares at the online special meeting will have no effect on the outcome of the named executive officer merger-related compensation proposal (assuming a quorum is present) or the adjournment proposal. The vote to approve the merger proposal, however, is based on the total number of shares of ODP common stock outstanding at the close of business on the record date, not just the shares that are counted as present in person or represented by proxy at the online special meeting. As a result, if you fail to vote your shares, it will have the same effect as a vote “AGAINST” the merger proposal.

If your shares are registered directly in your name with ODP’s transfer agent, you are considered a “stockholder of record.” Stockholders of record can vote their shares of ODP common stock in the following four ways:

Even if you plan to attend the special meeting, you are encouraged to submit a proxy in advance by internet, telephone or mail to ensure that your shares will be represented and voted at the special meeting if you

later decide not to attend the special meeting. Telephone and internet facilities for the submission of a proxy to vote shares will be available 24 hours a day and will close at 11:59 p.m., Eastern Time on [•], 2025. Proxy cards must be received no later than [•], 2025 in order to ensure that your shares are voted.

If your shares are held by your broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name” and you will receive a form from your broker, bank or other nominee seeking instruction from you as to how your shares should be voted. You should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form. If you beneficially own your shares and receive a voting instruction form, you can vote by following the instructions on your voting instruction form. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

Stockholders who are entitled to vote at the special meeting (and their duly appointed proxies) may attend the special meeting. You will need the 16-digit control number, which is included on your proxy card or voting instruction form, to be able to vote or ask questions during the special meeting. If you are an ODP stockholder as of the record date (or a proxy thereof), you should enter your control number and follow the prompt to log in.

We encourage you to access the virtual special meeting website 15 minutes prior to the start of the special meeting to check-in online. If you encounter any difficulties accessing the virtual special meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual special meeting log-in page.

You can change or revoke your proxy at any time before the final vote at the special meeting. If you are the stockholder of record, you may change or revoke your proxy by:

If you hold shares in “street name,” you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote at the online special meeting.

If you submit a proxy or provide instructions to vote your shares and do not thereafter revoke such proxy or change such instructions in accordance with one of the methods set forth above, your shares will be represented and voted at the special meeting in accordance with your instructions. Attendance at the online special meeting will not, in and of itself, result in the revocation of a proxy or cause your shares of ODP common stock to be voted.

The ODP Board is soliciting your proxy, and ODP will bear the cost of soliciting proxies. Innisfree has been retained to assist with the solicitation of proxies. Innisfree will be paid a fee not to exceed $45,000 and will be reimbursed for certain fees and expenses for these and other advisory services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of shares of ODP common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Innisfree or, without additional compensation, by certain of ODP’s directors, officers and employees.

In addition to the merger proposal and the named executive officer merger-related compensation proposal, ODP stockholders are also being asked to approve the adjournment proposal, which will enable the adjournment of the special meeting from time to time, as determined in accordance with the merger agreement by the ODP

Board, including for the purpose of soliciting additional votes in favor of the merger proposal if there are not sufficient votes at the time of the special meeting to approve the merger proposal. If a quorum is not present, the presiding officer at the special meeting may adjourn the special meeting from time to time until a quorum is present. If the adjournment is for more than 30 days, or if, after the adjournment, a new record date is fixed for the adjourned special meeting, a notice of the adjourned special meeting will be given to each stockholder of record entitled to vote at the special meeting. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If you return a proxy and do not indicate how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal.

The ODP Board unanimously recommends a vote “FOR” the adjournment proposal, if necessary, to solicit additional proxies.

You should not send documents representing ODP common stock with the proxy card. If the merger is completed, the paying agent for the merger will send you transmittal materials and instructions for exchanging any of your certified shares of ODP common stock for the consideration to be paid to former ODP stockholders in connection with the merger.

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact Innisfree, ODP’s proxy solicitor, by calling 866-239-1760 toll-free (banks and brokers may call 212-750-5833).

ODP stockholders are being asked to approve a proposal to adopt the merger agreement, pursuant to which, subject to the terms and conditions set forth therein, and in accordance with the DGCL, Merger Sub will be merged with and into ODP, the separate corporate existence of Merger Sub will thereupon cease and ODP will survive the merger as a wholly owned subsidiary of Parent.

The affirmative vote of the holders of a majority of the outstanding shares of ODP common stock entitled to vote as of the close of business on the record date to adopt the merger agreement at the special meeting or any adjournment or postponement thereof, is a condition to the completion of the merger. If ODP stockholders fail to approve the merger proposal, the merger will not occur.

The ODP Board unanimously recommends that ODP stockholders vote “FOR” the merger proposal.

The discussion of the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and is hereby incorporated by reference into this proxy statement.

Subject to the terms and conditions of the merger agreement and in accordance with the DGCL, if the merger is completed, then at the effective time, Merger Sub will merge with and into ODP, the separate corporate existence of Merger Sub will cease, and ODP will survive the merger as a wholly owned subsidiary of Parent.

Upon the terms and subject to the conditions of the merger agreement, at the effective time, ODP stockholders will have the right to receive $28.00 in cash, without interest and subject to any applicable withholding taxes, for each share of ODP common stock that they own that is issued and outstanding immediately prior to the effective time of the merger (other than cancelled shares and dissenting shares, each as described in the merger agreement). After the merger is completed, ODP stockholders will have only the right to receive a cash payment in respect of their shares of ODP common stock, and will no longer have any rights as ODP stockholders, including voting or other rights.

Any cancelled shares outstanding as of immediately prior to the effective time will be automatically cancelled and retired without any conversion thereof or payment, delivery or exchange of any consideration therefor and will cease to exist at the effective time.

The merger agreement provides that outstanding ODP equity awards under the ODP stock plans will be treated as set forth below.

ODP Options. Immediately prior to the effective time, each outstanding and unexercised ODP option, will, automatically and without any required action on the part of the holder thereof, be cancelled and forfeited for no consideration or payment and will have no further force or effect.

ODP RSU Awards. Immediately prior to the effective time, each outstanding and unsettled ODP RSU award (other than an ODP director RSU award) will, automatically and without any required action on the part of the holder thereof, be converted into a cash award in an amount equal to the sum of (a) (i) the total number of shares of ODP common stock subject to the ODP RSU award immediately prior to the effective time multiplied by (ii) $28.00, plus (b) any accrued and unpaid dividends or dividend equivalent rights corresponding to such ODP RSU award, less applicable tax withholdings. Each ODP RSU award so converted shall continue to have, and shall be subject to, the same terms and conditions as applied to such ODP RSU award immediately prior to the effective time (which, for the avoidance of doubt, includes any double-trigger vesting protections), except that such ODP RSU award shall be settled in cash in lieu of shares of ODP common stock, less applicable tax withholdings.

ODP Director RSU Awards. Immediately prior to the effective time, each ODP director RSU award will, automatically and without any required action on the part of the holder thereof, be immediately vested and be

cancelled and will only entitle the holder of such ODP director RSU award to receive, at or promptly after the closing date, an amount in cash, without interest, equal to the sum of (a) (i) the total number of shares of ODP common stock subject to such ODP director RSU award, multiplied by (ii) $28.00 plus (b) any accrued and unpaid dividends or dividend equivalent rights corresponding to such ODP director RSU award. Any consideration payable in respect of the ODP director RSU awards will be paid through the paying agent as promptly as reasonably practicable following the closing date, but in no event later than two business days following the closing date.

ODP EPS-Vesting PSU Awards. Immediately prior to the effective time, each outstanding unvested ODP EPS-vesting PSU award, will, automatically and without any required action on the part of the holder thereof, be immediately vested and be cancelled and will entitle the holder of such ODP EPS-vesting PSU award to receive, at or promptly after the closing date, an amount in cash, without interest, equal to the product of (a) the total number of shares of ODP common stock subject to such ODP EPS-vesting PSU award, calculated based on target-level performance, multiplied by (b) $28.00, less applicable tax withholdings.

ODP TSR-Vesting PSU Awards. Immediately prior to the effective time, each outstanding unvested ODP TSR-vesting PSU award, will, automatically and without any required action on the part of the holder thereof, be immediately vested and be cancelled and will entitle the holder of such ODP TSR-vesting PSU award to receive, at or promptly after the effective time, an amount in cash, without interest, equal to the product of (a) the total number of shares of ODP common stock subject to the ODP TSR-vesting PSU award, calculated based on actual performance achieved through the effective time in accordance with the terms of such ODP TSR-vesting PSU award, multiplied by (b) $28.00, less applicable tax withholdings.

Any consideration payable in respect of the ODP PSU awards will be paid through the payroll system or payroll provider (to the extent applicable) of the surviving corporation as promptly as reasonably practicable following the closing date, but in no event later than the earlier of (i) two business days following the closing date and (ii) the next regularly scheduled payroll date following the closing date.

If the merger proposal is not approved by ODP stockholders, or if the merger is not completed for any other reason, ODP stockholders will not receive any payment for their shares of ODP common stock in connection with the merger. Instead, ODP will remain an independent public company and shares of ODP common stock will continue to be listed and traded on Nasdaq. In addition, if the merger is not completed, ODP expects that management will operate ODP’s business in a manner similar to that in which it is being operated today and that ODP stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the competitive industries in which ODP operates and adverse economic conditions. Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is likely that the price of ODP common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of ODP common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of ODP common stock. If the merger proposal is not approved by ODP stockholders or if the merger is not completed for any other reasons, there can be no assurance that any other transaction acceptable to ODP will be offered or that ODP’s business, prospects or results of operation will not be adversely impacted.

ODP will be required to pay Parent a termination fee of $36,560,000 if the merger agreement is terminated under certain specified circumstances pursuant to the terms and conditions of the merger agreement. See the section of this proxy statement entitled “The Merger Agreement—Termination Fee” beginning on page 94 for a discussion of the circumstances under which ODP will be required to pay a termination fee.

The ODP Board and ODP management regularly review and assess ODP’s operations and financial performance, industry conditions and related developments as they may impact ODP’s long-term strategic plans and objectives, with the goal of maximizing stockholder value. The ODP Board and ODP management have, from time to time, evaluated various strategic alternatives, and have regularly evaluated the continued execution of ODP’s strategy as a stand-alone public company.

In furtherance of its consideration of these types of potential strategic alternatives, the ODP Board and ODP management have discussed a number of such alternatives with representatives of J.P. Morgan Securities LLC (“J.P. Morgan”) from time to time. ODP consulted with representatives of J.P. Morgan for a number of reasons that include J.P. Morgan’s experience and expertise as a financial advisor in a wide variety of transactions, and J.P. Morgan’s qualifications and experience advising, and familiarity with, companies operating in the industries in which ODP operates, in particular. In connection with the process that led to the proposed transaction, ODP discussed such matters with representatives of J.P. Morgan throughout the course of the events described below, and formally engaged J.P. Morgan on December 19, 2024 in connection with its exploration of strategic alternatives. ODP has also from time to time been advised by Simpson Thacher & Bartlett LLP, ODP’s outside legal counsel (“Simpson Thacher”), in connection with the evaluation of various strategic alternatives and various other matters, and ODP worked with representatives of Simpson Thacher throughout the course of the events described below.

On October 23, 2024, a financial advisor representing a financial investor referred to herein as “Party A” and an individual investor referred to herein as “Party B” reached out to Gerry Smith, the Chief Executive Officer of ODP, on an unsolicited basis to request a discussion. On October 24, 2024, during such discussion between such financial advisor and Mr. Smith, such financial advisor expressed interest on behalf of his clients in a potential joint acquisition of ODP. No formal indication of interest was made with respect to such potential acquisition and no valuation was discussed. Mr. Smith informed the ODP Board of this communication.

On November 11, 2024, Party A entered into a confidentiality agreement with ODP. This confidentiality agreement contained a customary standstill provision, which permitted proposals following the public announcement of the merger. To the extent that any subsequent confidentiality agreements executed by potential transaction counterparties throughout the course of the events described below contained a standstill provision, any such standstill provision permitted proposals following the public announcement of the merger. On November 19, 2024, Mr. Smith, Max Hood, the co-Chief Financial Officer of ODP, and Adam Haggard, the co-Chief Financial Officer of ODP, met with Party B, a representative of Party A and their financial advisor. No formal indication of interest was made with respect to such potential acquisition and no valuation was discussed. Mr. Smith informed the ODP Board of this meeting. On November 27, 2024, Party B entered into a confidentiality agreement with ODP.

In December of 2024, a financial investor referred to herein as “Party C” reached out to representatives of ODP on an unsolicited basis to express interest in a potential acquisition of ODP. No formal indication of interest was made with respect to such potential acquisition and no valuation was discussed. Substantive discussions with Party C did not proceed further at such time, and Party C did not enter into a confidentiality agreement at such time.

On December 2, 2024, Timothy Fazio, Managing Partner of Atlas, contacted representatives of ODP on an unsolicited basis to request a discussion.

On December 5, 2024, Mr. Smith, Mr. Hood and Mr. Haggard spoke over the phone with Mr. Fazio, who noted that Atlas had acquired a significant investment in ODP and was interested in exploring a potential acquisition of ODP. No formal indication of interest was made with respect to such potential acquisition and no valuation was discussed. Mr. Smith informed the ODP Board of this communication, as well as the communications with Party C.

On December 6, 2024, Mr. Smith, Mr. Hood, Mr. Haggard, and N. David Bleisch, a consultant to ODP and the former Chief Legal & Administrative Officer of ODP, spoke over the phone with representatives of Party A and Party B to discuss a potential acquisition of ODP. No formal indication of interest was made with respect to such potential acquisition and no valuation was discussed.

On December 16, 2024, ODP executed a confidentiality agreement with Atlas, in which Atlas represented that as of such date Atlas and its affiliates collectively beneficially owned approximately 2.61% of the outstanding shares of ODP common stock and had economic exposure through cash-settled swaps to an aggregate 314,368 notional shares of ODP common stock. Following execution of the confidentiality agreement, ODP subsequently made available certain non-public information to Atlas under such confidentiality agreement.

On December 19, 2024, ODP entered into an engagement letter with J.P. Morgan, which provided for J.P. Morgan to act as lead financial advisor to ODP in connection with ODP’s consideration of certain potential

strategic alternatives. Also on December 19, 2024, Mr. Fazio, Michael Sher, Managing Partner of Atlas, and certain other representatives of Atlas participated in a due diligence session with members of ODP management. Mr. Bleisch also participated in this due diligence session, as well as all subsequent due diligence sessions throughout the course of the events described below.

Over the course of the remainder of December 2024 and January 2025, ODP continued to share certain non-public information with Atlas under its confidentiality agreement with Atlas.

On January 6, 2025, a representative of Party A and Party B informed Mr. Smith that Party A and Party B were working to secure a potential partner for a potential acquisition of ODP.

On January 16, 2025, Mr. Sher and certain other representatives of Atlas participated in a due diligence session with members of ODP management.

On January 28, 2025, Mr. Fazio and Mr. Sher met with Mr. Smith and Mr. Bleisch. Mr. Fazio noted that Atlas intended to share a written indication of interest for a potential acquisition of ODP in the near term. Mr. Smith informed Wendy Schoppert, the Chair of the ODP Board, of the meeting and this communication.

On January 31, 2025, the financial advisor to Party A and Party B notified J.P. Morgan that ODP should not expect to receive a formal indication of interest from Party A and Party B in the near term. Substantive discussions with Party A and Party B did not proceed further.

During late January 2025 and February 2025, members of ODP management and representatives of Atlas participated in several additional due diligence sessions.

On February 11, 2025, representatives of Atlas delivered to Mr. Smith an initial non-binding written indication of interest from Atlas (the “February Atlas Proposal”) to acquire 100% of the common stock of ODP for $30.00 per share of common stock in cash. On the previous trading day, February 10, 2025, the closing price of ODP common stock was $20.39 per share. Mr. Smith shared the February Atlas Proposal with the ODP Board and representatives of J.P. Morgan and Simpson Thacher.

On February 12, 2025, the ODP Board held a regularly scheduled meeting, with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. Mr. Bleisch also participated in such meeting of the ODP Board, and all subsequent meetings of the ODP Board throughout the course of the events described below. At the meeting, the ODP Board discussed with representatives of ODP management and ODP’s advisors the February Atlas Proposal. Representatives of Simpson Thacher reminded the ODP Board of the directors’ fiduciary duties under applicable law. The ODP Board discussed with representatives of ODP management and its advisors that the February Atlas Proposal did not reflect the review by Atlas of financial projections of ODP. The ODP Board instructed ODP management to prepare updated financial projections for ODP for fiscal years 2025 through 2029. The ODP Board instructed representatives of J.P. Morgan to convey to Atlas its expectation that Atlas would increase its valuation of ODP and that ODP would continue to permit Atlas to access non-public information under its confidentiality agreement with Atlas.

On February 13, 2025, at the direction of the ODP Board, representatives of J.P. Morgan spoke with Mr. Fazio of Atlas to convey that ODP would continue to permit Atlas to access certain non-public information under its confidentiality agreement with Atlas, and that the ODP Board expected Atlas to increase its proposed valuation.

On February 19, 2025, Ms. Schoppert and Mr. Smith were contacted by a financial advisor for an investment firm referred to herein as “Party D,” indicating that Party D sought a meeting to discuss a potential transaction.

On February 21, 2025, the ODP Board held a special meeting, with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. At the meeting, the ODP Board discussed with representatives of ODP management and ODP’s advisors the status of the discussions with Atlas and the communication received from Party D. Representatives of ODP management reviewed with the ODP Board ODP management’s financial projections for ODP for the fiscal years 2025 through 2029 (the “February Projections”). The ODP Board directed ODP management to provide the February Projections to J.P. Morgan in connection with J.P. Morgan’s preliminary financial analysis of the February Atlas Proposal and to provide the February Projections to Atlas in connection with its evaluation of the potential transaction.

On February 24, 2025, at the instruction of the ODP Board, representatives of J.P. Morgan provided Atlas with the February Projections.

Also on February 24, 2025, representatives of Atlas attended an in-person management meeting at ODP’s headquarters to discuss ODP’s business, followed by a dinner between representatives of Atlas, J.P. Morgan, ODP management and Mr. Bleisch. Mr. Smith updated the ODP Board on the management meeting and dinner.

On March 6, 2025, representatives of Atlas discussed the February Projections with representatives of ODP management, representatives of J.P. Morgan and Mr. Bleisch.

Also on March 6, 2025, Mr. Smith and Mr. Bleisch had a call with a representative of Party D. During the call, the representative of Party D expressed interest in an all-cash acquisition of ODP to combine ODP with one of Party D’s portfolio companies, a direct competitor of ODP. No valuation was discussed. Mr. Smith informed the ODP Board of these discussions.

On March 10, 2025, the ODP Board held a special meeting with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. At the meeting, the ODP Board discussed with representatives of ODP management and ODP’s advisors the status of the discussions with Atlas, as well as the recent discussion with Party D. The ODP Board discussed with representatives of ODP management and ODP’s advisors the fact that a combination with Party D’s portfolio company would likely pose significant antitrust risks, the harm a failed transaction could cause to ODP and its stockholders, ODP’s prior experience with failed transactions, and the potential allocation of these antitrust risks between the parties in a potential transaction. Upon discussion with ODP management and ODP’s advisors, the ODP Board instructed ODP management to engage in a preliminary analysis of the potential antitrust risks of such a transaction.

On March 14, 2025, ODP and Party D entered into a confidentiality agreement. Between March 2025 and May 2025, ODP and Party D engaged in an antitrust review of a potential transaction, and ODP management regularly updated the ODP Board about the review.

Over the course of March 2025, ODP continued to provide non-public information to, and hold due diligence sessions with, representatives of Atlas under its confidentiality agreement with Atlas.

On March 28, 2025, Mr. Sher of Atlas spoke with Mr. Bleisch about Atlas’ timing for submitting a revised indication of interest.

Over the course of the following days, representatives of Atlas and representatives of ODP had several additional conversations related to Atlas’ due diligence process and the status and expected timing of Atlas’ evaluation of the potential transaction.

On April 2, 2025, the President of the United States announced wide-ranging tariffs on U.S. trading partners, and global financial markets experienced significant volatility.

On April 3, 2025, the ODP Board held a special meeting, with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. At the meeting, the ODP Board discussed with representatives of ODP management and ODP’s advisors the status of the recent discussions with Atlas.

On April 4, 2025, a representative of a financial investor referred to herein as “Party E” reached out to Mr. Smith to express interest in a potential transaction with ODP. Mr. Smith, other representatives of ODP management and Mr. Bleisch had multiple discussions with representatives of Party E between April and June 2025, during which representatives of Party E also expressed interest, on an unsolicited basis, in a potential acquisition of ODP, but noted that Party E was not in a position to finance a potential transaction at that time. During this period, Party E and certain of its proposed financing sources executed confidentiality agreements with ODP and ODP subsequently made available certain non-public information to Party E under its confidentiality agreement with ODP. Representatives of J.P. Morgan also had discussions with representatives of Party E relating to Party E’s financing efforts during such period. No formal indication of interest was made by Party E with respect to a potential acquisition of ODP and no valuation was discussed. Party E did not submit a written indication of interest, and substantive discussions with Party E did not proceed further following June 2025.

On April 7, 2025, representatives of Atlas informed Mr. Smith and Mr. Bleisch that, due to a number of factors including uncertainty around the impact of potential changes in U.S. and foreign tariff policy as well as

certain financial assumptions underlying the February Atlas Proposal that were not supported by the February Projections, Atlas had determined to pause its evaluation of a potential transaction with ODP. Representatives of Atlas suggested that, alternatively, Atlas would be willing to proceed with its evaluation on the basis of a potential acquisition of 100% of the common stock of ODP for $21.25 per share in cash (the “April Atlas Indication of Value”). Atlas did not deliver a written indication of interest with respect to a proposed acquisition at this valuation. On the previous trading day, April 4, 2025, the closing price of ODP common stock was $13.87.

On April 8, 2025, the ODP Board held a special meeting, with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. At the meeting, the ODP Board discussed with representatives of ODP management and ODP’s advisors the recent discussions with Atlas. The ODP Board instructed ODP management to communicate to Atlas that discussions of a potential transaction would be paused in light of the valuation reflected by the April Atlas Indication of Value. The ODP Board also discussed with representatives of ODP management and ODP’s advisors the various in-bound interest received over the previous months, and the possibility of authorizing J.P. Morgan to proactively reach out to certain additional parties that may be interested in a potential acquisition of ODP, but determined to defer such outreach at that time, including in light of the uncertainty as to the expected impact of the recent tariff announcements.

On April 10, 2025, Mr. Bleisch had a phone call with Mr. Sher of Atlas during which Mr. Bleisch conveyed the ODP Board’s decision to pause discussions with Atlas in light of Atlas’ verbal revised indication of interest. Mr. Sher offered to keep the lines of communication open and asked to review ODP’s first quarter 2025 financial results once available to help Atlas determine whether it would be in a position to increase its proposed valuation.

On April 16, 2025, the ODP Board held a special meeting, with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. At the meeting, the ODP Board discussed with representatives of ODP management and ODP’s advisors ODP’s first quarter 2025 financial results, the status of a potential transaction and making outreach to other potential bidders. The ODP Board reviewed with representatives of J.P. Morgan the proposed outreach to potential transaction counterparties. The potential transaction counterparties were selected on the basis of being the parties most likely to be interested in a potential acquisition of ODP at that time, and most likely to be able to proceed expeditiously towards a potential transaction, if interested. Upon discussion with ODP management and ODP’s advisors, the ODP Board determined to authorize ODP management to provide ODP’s first quarter 2025 financial results to Atlas and to authorize J.P. Morgan to proactively reach out to such potential transaction counterparties.

On April 22, 2025, representatives of J.P. Morgan, at the direction of the ODP Board, began outreach to a group of 24 potential transaction counterparties, consisting of two strategic companies and 22 financial investors, identified as being the most likely to be interested in a potential acquisition of ODP at that time, and most likely to be able to proceed expeditiously towards a potential transaction, if interested. Of those 24 potential transaction counterparties, 14 parties (consisting of 12 financial investors, including Party C, a financial investor referred to herein as “Party F,” a financial investor referred to herein as “Party G” and a financial investor referred to herein as “Party H,” and two strategic companies, including a company referred to herein as “Party I”) executed confidentiality agreements with ODP.

Between late April and early June 2025, members of ODP management held certain due diligence sessions with, and ODP provided certain non-public information, including the February Projections, to, certain potential transaction counterparties that requested such information after they had executed confidentiality agreements under such confidentiality agreements.

On April 21, 2025, representatives of Atlas reached out to representatives of J.P. Morgan to request a due diligence session with representatives of ODP management. On April 25, 2025, representatives of Atlas and representatives of ODP management held a due diligence session to discuss the tariff environment and ODP’s first quarter 2025 financial results.

On April 30, 2025, the ODP Board held a regular meeting, with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. At the meeting, the ODP Board discussed with representatives of ODP management and ODP’s advisors the status of the discussions with Atlas. Representatives of J.P. Morgan reviewed with the ODP Board an update on J.P. Morgan’s outreach to potential transaction counterparties.

On May 7, 2025, ODP reported its first quarter 2025 financial results.

On May 16, 2025, Mr. Fazio of Atlas discussed the potential transaction with Mr. Smith and suggested that Atlas would be willing to reengage in the process of evaluating a potential transaction on the basis of a potential acquisition of 100% of the common stock of ODP for $21.25 per share in cash (the “May Atlas Indication of Value”). Atlas did not deliver a written indication of interest with respect to a proposed acquisition at this valuation. On the previous trading day, May 15, 2025, the closing price of ODP common stock was $17.99. Mr. Smith informed the ODP Board of this communication.

On May 27, 2025, the ODP Board held a special meeting, with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. Sarah Hlavinka, the Chief Legal Officer of ODP, updated the ODP Board on the results of the antitrust review relating to a potential transaction with Party D, including the identification of significant antitrust risk. Representatives of J.P. Morgan reviewed with the ODP Board an update on J.P. Morgan’s outreach to potential transaction counterparties. Representatives of J.P. Morgan also reviewed with the ODP Board J.P. Morgan’s preliminary financial analysis of the proposals received from Atlas based on the February Projections. Representatives of Simpson Thacher reminded the members of the ODP Board of their fiduciary duties under applicable law.

On May 28, 2025, at the direction of the ODP Board, J.P. Morgan requested that potential transaction counterparties submit a non-binding written indication of interest for the potential acquisition of ODP by June 10, 2025.

On May 29, 2025, a representative of Party D reached out to a representative of J.P. Morgan to indicate that Party D remained interested in a potential transaction with ODP. No valuation was discussed. Representatives of J.P. Morgan conveyed this communication to ODP.

On May 30, 2025, representatives of Party I informed representatives of J.P. Morgan that Party I would only be interested in an acquisition of ODP’s Business Solutions Division rather than an acquisition of ODP. Upon discussion with advisors and Ms. Schoppert, Mr. Smith instructed J.P. Morgan to relay to Party I that ODP would cancel a previously scheduled management meeting in light of Party I’s indication that it was not interested in an acquisition of ODP. Following this communication, there were no further substantive discussions with Party I with respect to the potential transaction.

On June 3, 2025, representatives of ODP management held a due diligence discussion with representatives of Party C.

On June 6, 2025, a representative of Lazard Frères & Co. LLC (“Lazard”), financial advisor for Atlas, reached out to representatives of J.P. Morgan to inform them that Atlas was interested in reengaging with ODP regarding a potential acquisition of ODP. At the direction of the ODP Board, the representatives of J.P. Morgan conveyed to Lazard that ODP would likely expect Atlas to significantly increase its proposed valuation relative to the May Atlas Indication of Value in order to reengage in discussions with Atlas.

On June 9, 2025, representatives of ODP management and representatives of J.P. Morgan held a due diligence discussion with representatives of Party F.

On June 10, 2025, ODP received written non-binding indications of interest for an acquisition of 100% of the common stock of ODP from Party G and Party H. On June 11, 2025, ODP received an oral non-binding indication of interest from Party F, a financial investor, which was subsequently followed by a written non-binding indication of interest. Party F’s indication of interest (the “June Party F Proposal”) reflected the highest valuation, which was in excess of the May Atlas Indication of Value. The 11 other parties who had received non-public information declined to submit indications of interest, citing a variety of reasons including lack of a strategic fit, lack of interest in acquiring ODP’s retail business, expected macroeconomic challenges, competing priorities, or the size of the proposed transaction.

On June 12, 2025, the ODP Board held a special meeting, with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. At the meeting, the ODP Board discussed with representatives of ODP management and ODP’s advisors the indications of interest received, the recent communications from Party D and potential next steps. Representatives of J.P. Morgan reviewed with the ODP Board the indications of interest received, and the valuation previously verbally communicated by Atlas. Upon discussion with representatives of ODP management and ODP’s advisors, the ODP Board instructed representatives of

J.P. Morgan to request that Party F, Party G and Party H submit revised proposals reflecting an increased valuation. The ODP Board also determined to send a letter to Party D requesting a formal indication of interest, including proposed terms to address the allocation of antitrust risk in a potential transaction. Later on June 12, 2025, Ms. Schoppert sent a letter to this effect to representatives of Party D.

On June 17, 2025, Party C submitted a non-binding written indication of interest for an all-stock merger of ODP with a retail business that Party C owned, in a transaction in which ODP would remain a publicly traded company that would be controlled by Party C, and ODP stockholders would continue to hold shares of ODP common stock in the controlled company and would not receive any cash consideration. Representatives of ODP management informed the ODP Board of this communication.

On June 20, 2025, ODP provided Party F, Party G and Party H with access to additional non-public information under its confidentiality agreements with such parties.

On June 23, 2025, Party D submitted to Ms. Schoppert a non-binding written indication of interest for an acquisition of 100% of the common stock of ODP for cash (the “Party D Proposal”). Ms. Schoppert informed the ODP Board of the Party D Proposal.

Also on June 23, 2025, representatives of a financial investor referred to herein as “Party J” contacted representatives of J.P. Morgan to express interest in receiving non-public information regarding ODP and potentially submitting an indication of interest.

On June 24, 2025, representatives of ODP management held a due diligence session with representatives of Atlas.

On June 26, 2025, the ODP Board held a special meeting, with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. At the meeting, the ODP Board discussed with representatives of ODP management and ODP’s advisors the indications of interest received from Party C and Party D, the status of the discussions with Atlas and the discussions with Party F, Party G and Party H. Representatives of Simpson Thacher reviewed with the ODP Board the terms of a draft merger agreement to be provided to potential transaction counterparties. Following discussion with representatives of ODP management and ODP’s advisors, the ODP Board also determined that the Party D Proposal failed to adequately address the exposure of ODP and its stockholders to the antitrust risk of a potential transaction. On June 30, 2025, ODP submitted a response letter to this effect to Party D. Between June 30 and August 7, 2025, ODP and Party D exchanged communications with respect to the allocation of the antitrust risk of a potential transaction. During such period, Party D proposed revisions relating to the regulatory framework for a potential transaction, and ODP responded to each such proposal following review and discussion thereof by the ODP Board.

Between July 1 and July 2, 2025, representatives of ODP management held due diligence sessions with representatives of Party F, Party G and Party H. On July 2, 2025, at the direction of the ODP Board, representatives of J.P. Morgan sent a process letter to Party F, Party G and Party H requesting revised bids by July 17, 2025. Also on July 2, 2025, the draft merger agreement was made available to Party F, Party G and Party H in the virtual data room. Between July 2 and July 17, 2025, representatives of ODP management met with representatives of certain of such parties for additional due diligence sessions.

On July 8, 2025, ODP entered into a confidentiality agreement with Party J. ODP subsequently provided Party J with access to certain non-public information, including the February Projections, under its confidentiality agreement with Party J. Also on July 8, 2025, the draft merger agreement was made available to Party J.

Also on July 8, 2025, Atlas submitted a revised non-binding written indication of interest to acquire 100% of the common stock of ODP for $23.25 per share in cash (the “July Atlas Proposal”). On the previous trading day, July 7, 2025, the closing price of ODP common stock was $18.78 per share. On July 9, 2025, at the direction of the ODP Board, representatives of J.P. Morgan sent a process letter to Atlas requesting a revised bid by July 17, 2025 and made available to Atlas the draft merger agreement.

On July 10, 2025, the ODP Board held a special meeting, with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. At the meeting, the ODP Board again discussed with

representatives of ODP management and ODP’s advisors the status of the discussions with Atlas and Party D, and the discussions with and due diligence processes being undertaken by Party F, Party G, Party H and Party J. Representatives of Simpson Thacher reviewed again with the ODP Board the terms of the draft merger agreement.

On July 15, 2025, representatives of Party F informed representatives of J.P. Morgan that Party F would require approximately eight to 12 weeks of additional due diligence. At the direction of ODP, representatives of J.P. Morgan informed representatives of Party F that this did not meet the proposed transaction timeline. Party F did not submit a revised indication of interest.

On July 15, 2025 and July 16, 2025, representatives of Atlas met with representatives of ODP management for additional due diligence sessions.

On July 17, 2025, Atlas submitted a non-binding written indication of interest to acquire 100% of the common stock of ODP for $23.50 per share in cash (the “Revised July Atlas Proposal”), which was in excess of the June Party F Proposal. Atlas also submitted comments to the draft merger agreement, reflecting a proposed ODP termination fee of 5% of transaction equity value, payment by ODP of uncapped Atlas expenses in addition to the termination fee in circumstances where the fee was payable, as well as in circumstances where ODP stockholders failed to approve the merger, material limitations on Atlas’ obligation to accept regulatory remedies with respect to ODP, and a termination right for Parent if ODP breached the non-solicitation provisions of the merger agreement. Also on that date, Party G submitted a non-binding written indication of interest to acquire 100% of the common stock of ODP for an amount in cash per share in excess of the Revised July Atlas Proposal. In connection with this indication of interest, Party G shared comments to the draft merger agreement with representatives of Simpson Thacher, which reflected an ODP termination fee of 3.9% of transaction equity value, a termination right for Parent if ODP or its representatives breached the non-solicitation provisions of the merger agreement, no ability for ODP to seek monetary damages from Parent (with a reverse termination fee of 5.85% of transaction equity value serving as ODP’s exclusive remedy upon termination of the merger agreement), and certain proposed changes to the closing conditions relating to the accuracy of ODP’s representations and warranties. Also on that date, representatives of Party H informed representatives of J.P. Morgan that Party H had decided not to submit a revised proposal. On the previous trading day, July 16, 2025, the closing price of ODP common stock was $17.92.

On July 22, 2025, the ODP Board held a regular meeting, with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. At the meeting, the ODP Board discussed with representatives of ODP management and ODP’s advisors the indications of interest received from Atlas, Party D and Party G. Representatives of J.P. Morgan reviewed with the ODP Board J.P. Morgan’s preliminary financial analysis of ODP based on the February Projections, and representatives of Simpson Thacher reviewed with the ODP Board the comments to the draft merger agreement submitted by Atlas and Party G. Upon discussion with representatives of ODP management and ODP’s advisors, the ODP Board determined that it was not in the best interest of ODP and its stockholders at such time to pursue a potential transaction with Atlas or Party G at the valuations reflected in their respective proposals, and instructed representatives of ODP management to determine whether Atlas and Party G would be able to improve their respective proposals after the announcement of ODP’s second quarter earnings on August 6, 2025. The ODP Board also directed management to communicate to Party D the ODP Board’s continuing concerns regarding antitrust risk and its view that the Party D proposal did not allocate such risk in a manner that was acceptable to the ODP Board. Following the ODP Board meeting, at the direction of the ODP Board, J.P. Morgan communicated this message to representatives of Atlas and Party G, and Ms. Schoppert communicated this message to Party D in writing.

On July 29, 2025, certain media outlets reported market rumors that ODP was exploring a potential sale transaction.

On July 30, 2025, at the direction of the ODP Board, representatives of Simpson Thacher provided feedback to legal counsel for Party G on certain aspects of Party G’s comments to the draft merger agreement.

On July 31, 2025, ODP entered into an engagement letter with J.P. Morgan with respect to the potential transaction, which provided for J.P. Morgan to act as lead financial advisor to ODP in connection with the potential transaction.

On August 4, 2025, representatives of ODP management held a due diligence session with representatives of Party J.

On August 7, 2025, representatives of Party D sent a letter to ODP, reiterating the valuation in the Party D Proposal and proposing revised regulatory provisions.

Also on August 7, 2025, representatives of a financial investor referred to herein as “Party K” contacted representatives of J.P. Morgan to express interest in a potential acquisition of ODP.

On August 8, 2025, representatives of ODP management held a due diligence session with representatives of Party G and a potential financing source for Party G.

On August 9, 2025, representatives of Party J submitted a written non-binding indication of interest to acquire 100% of the common stock of ODP reflecting a range of consideration in cash per share, the high point of which was in excess of the Revised July Atlas Proposal.

On August 11, 2025, the ODP Board held a special meeting, with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. At the meeting, the ODP Board discussed with representatives of ODP management and ODP’s advisors the revised Party D Proposal. The ODP Board considered the potential material harm to ODP and its stockholders from a failed transaction with a competitor, ODP’s prior experience of failed transactions and the resulting harm, the valuation represented by the Party D Proposal relative to indications of interest from other bidders remaining in the process, all of which posed significantly lower antitrust risk than a potential transaction with Party D, and determined that the Party D Proposal, taking into account the revisions that Party D had proposed over the course of the previous two months, continued to be insufficient to address the exposure of ODP and its stockholders to the regulatory risk of a potential transaction. Upon discussion with representatives of ODP management and ODP’s advisors, the ODP Board determined that it would not be in the best interests of ODP and its stockholders to continue to explore a potential transaction with Party D at such time. Representatives of J.P. Morgan then reviewed with the ODP Board the non-binding indication of interest received from Party J, as well as the status of the discussions with Atlas and Party G, both of which were continuing to conduct due diligence on ODP. Upon discussion with representatives of ODP management and ODP’s advisors, the ODP Board determined to direct members of ODP management to convey to Party G, Party J and Atlas that the ODP Board would consider $28 per share in cash to be an appropriate valuation for a potential transaction and to request such parties to put forth revised proposals.

On August 12, 2025, Ms. Schoppert sent a response letter to representatives of Party D conveying the ODP Board’s determination made at the August 11, 2025 meeting of the ODP Board. Party D did not propose revised terms. The Party D Proposal was below the Final Atlas Proposal (as defined below).

On August 14, 2025, Ms. Schoppert, Mr. Smith and Mr. Bleisch had separate discussions with representatives of Party G, Party J and Atlas to convey that the ODP Board would consider $28 per share in cash to be an appropriate valuation for a potential transaction and to request such parties to put forth revised proposals. Following such discussions, ODP continued to make available certain non-public diligence materials to representatives of Atlas, Party G and Party J under its confidentiality agreements with such parties, and to engage in due diligence sessions.

On August 18, 2025, representatives of Party K submitted to representatives of J.P. Morgan a written non-binding indication of interest for an acquisition of 100% of the common stock of ODP at a valuation per share in cash that was in excess of the Revised July Atlas Proposal (the “August Party K Proposal”), which was based solely on publicly available information. Representatives of J.P. Morgan informed the ODP Board of this indication of interest.

On August 19, 2025, at the direction of ODP, representatives of Simpson Thacher provided feedback to Willkie Farr & Gallagher LLP (“Willkie”), legal counsel for Atlas, on certain aspects of Atlas’ comments to the draft merger agreement.

On August 21, 2025, ODP entered into a confidentiality agreement with Party K. Subsequently, ODP provided Party K with access to certain non-public information about ODP, including the February Projections, under its confidentiality agreement with Party K.

On August 22, 2025, the ODP Board held a special meeting, with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. At the meeting, the ODP Board discussed with representatives

of ODP management and ODP’s advisors the status of the discussions with Atlas, Party G and Party J, as well as the indication of interest received from Party K. ODP management discussed with the ODP Board ODP management’s revised financial projections for ODP for the fiscal years 2025 through 2029, which remained unchanged from the February Projections, except for immaterial changes to the projections for the 2025 fiscal year based on ODP’s actual results year-to-date (the “Management Projections”). Following such discussion, at its special meeting held on September 19, 2025, the ODP Board approved the Management Projections for use by J.P. Morgan in its financial analyses relating to any proposed transaction.

Upon discussion with representatives of ODP management and ODP’s advisors, the ODP Board determined to instruct J.P. Morgan to solicit final proposals from Atlas, Party G, Party J and Party K.

On August 28, 2025, representatives of ODP management held a due diligence session with representatives of Party K.

On September 2, 2025, at the direction of the ODP Board, representatives of J.P. Morgan delivered to Atlas, Party G, Party J and Party K process letters requesting final bids by September 10, 2025. Throughout the following days, at the request of certain of the potential transaction counterparties, representatives of ODP management held additional due diligence sessions with representatives of such parties.

On September 10, 2025, Atlas submitted a non-binding written indication of interest to acquire 100% of the common stock of ODP for $28.00 in cash per share (the “Final Atlas Proposal”), along with updated comments to the draft merger agreement, and Party K submitted a non-binding written indication (the “Final Party K Proposal”) that was below the August Party K Proposal. The per share all-cash purchase price reflected in the Final Atlas Proposal exceeded the per share all-cash purchase price reflected in the Final Party K Proposal and therefore constituted the highest valuation offered for ODP stockholders. The Final Atlas Proposal also indicated that it would expire on September 15, 2025 unless ODP accepted the Final Atlas Proposal and entered into an exclusivity agreement with Atlas prior to such time. Also on September 10, 2025, Party G and Party J declined to submit a revised indication of interest. On the previous trading day, September 9, 2025, the closing price of ODP common stock was $20.63.

On September 12, 2025, the ODP Board held a special meeting with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. At the meeting, the ODP Board discussed with representatives of ODP management and ODP’s advisors the indications of interest received from Atlas and Party K. Representatives of Simpson Thacher reviewed with the ODP Board certain key issues in Atlas’ proposed mark-up of the draft merger agreement, including Atlas’ proposed ODP termination fee of 4% of transaction equity value plus $15 million of Atlas expenses, payment by ODP of $15 million of Atlas expenses in the event ODP stockholders failed to approve the merger, material limitations on Atlas’s obligations to accept regulatory remedies with respect to ODP, and certain changes impacting closing certainty. Representatives of Simpson Thacher also reminded the members of the ODP Board of their fiduciary duties under applicable law. Upon discussion with representatives of ODP management and ODP’s advisors, the ODP Board determined to direct ODP management to engage with Atlas towards the negotiation of a definitive agreement with respect to the proposed transaction based on the Final Atlas Proposal, but to reject Atlas’ request to enter into an exclusivity agreement.

Early on September 13, 2025, representatives of Simpson Thacher, at the direction of the ODP Board, sent a revised draft of the merger agreement back to Willkie. Thereafter, for the next week and a half, the parties exchanged successive drafts of the merger agreement. ODP, with the assistance of Simpson Thacher, and Atlas, with the assistance of Willkie, negotiated various aspects of the transaction, including, among other things, the representations and warranties to be made by the parties, the restrictions on the conduct of ODP’s business until completion of the transaction, Atlas’ obligations to obtain regulatory approvals, the conditions to consummation of the transaction, the provisions governing ODP’s ability to participate in discussions and negotiations with third parties relating to unsolicited proposals in certain cases, the right of the ODP Board to change its recommendation that stockholders approve the merger in certain cases, the termination provisions and the circumstances in which a termination fee would be payable by ODP, the limitations on the ability of each party to seek damages in certain cases, provisions regarding ODP’s equity awards and certain other compensation and benefits matters. During this period, Atlas and its representatives also continued to conduct confirmatory due diligence on ODP and its business and representatives of ODP participated in a series of due diligence sessions with representatives of Atlas.

On September 15, 2025, at the direction of ODP, representatives of Simpson Thacher delivered to Willkie an initial draft of ODP’s disclosure letter to the merger agreement. Thereafter and until the date of the merger agreement, the parties exchanged successive drafts of the disclosure letter.

On September 19, 2025, the ODP Board held a special meeting with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. At the meeting, representatives of J.P. Morgan and Simpson Thacher updated the ODP Board with respect to the developments over the past several days. Representatives of Simpson Thacher reviewed with the ODP Board the directors’ fiduciary duties under applicable law and the terms of the draft merger agreement. Representatives of ODP management and representatives of J.P. Morgan reviewed with the ODP Board the Management Projections. Representatives of J.P. Morgan reviewed with the ODP Board J.P. Morgan’s preliminary financial analysis of the proposed transaction based on the Management Projections. The ODP Board considered the terms of the proposed transaction and the risks and potential benefits of a potential transaction as compared to ODP’s long-term strategic plan as an independent public company and the risks associated with executing such plan. Representatives of ODP management discussed with the ODP Board and representatives of Simpson Thacher the fact that there had been no discussions during the course of the process leading up to the proposed transaction between members of ODP management and representatives of Atlas or other potential acquirers regarding potential employment or compensation arrangements for members of ODP management following the consummation of a potential transaction. Representatives of ODP management reviewed with the ODP Board certain matters relating to communications with various constituencies following announcement of a transaction.

Between September 19, 2025 and September 21, 2025, representatives of Simpson Thacher and Willkie exchanged and discussed drafts of the merger agreement and the disclosure letter.

In the evening of September 21, 2025, the ODP Board held a special meeting with representatives of ODP management, J.P. Morgan and Simpson Thacher in attendance. In advance of the meeting, representatives of J.P. Morgan had provided to the ODP Board, in writing, disclosure with respect to relationships between J.P. Morgan and its affiliates and Atlas. At the meeting, representatives of Simpson Thacher reviewed with the ODP Board the directors’ fiduciary duties under applicable law and the terms of the final merger agreement. Representatives of J.P. Morgan reviewed J.P. Morgan’s financial analyses of the merger consideration provided for in the merger agreement. Following its presentation, J.P. Morgan delivered to the ODP Board its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated September 22, 2025, to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the merger consideration to be paid to the holders of ODP common stock in the proposed merger was fair, from a financial point of view, to such holders, as more fully described below in the section “Opinion of ODP’s Financial Advisor.” The written opinion is attached to this proxy statement as Annex [•]. The ODP Board considered that, aside from their interests as ODP stockholders, ODP’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of other ODP stockholders generally, as described in more detail in “The Merger Proposal (Proposal 1)—Interests of ODP’s Executive Officers and Directors in the Merger” beginning on page 59 of this proxy statement. After further discussion and deliberation, the ODP Board unanimously (i) approved and declared advisable the execution, delivery and performance of the merger agreement and the transactions contemplated thereby, including the merger, (ii) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of ODP and the ODP stockholders, (iii) directed that the merger agreement be submitted to the ODP stockholders for adoption, and (iv) recommended that the merger agreement and the transactions contemplated thereby, including the merger, be adopted by the ODP stockholders.

Following the meeting of the ODP Board, at the direction of the ODP Board, representatives of Simpson Thacher notified representatives of Willkie that the ODP Board had adopted resolutions approving the merger. Promptly thereafter on September 22, 2025, ODP, Parent and Merger Sub executed the merger agreement and announced the execution of the merger agreement.

At a meeting of the ODP Board held on September 21, 2025, the ODP Board, acting in consultation with its outside legal counsel and financial advisor, unanimously (a) determined that the merger agreement and the

transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of ODP and its stockholders, (b) declared it advisable, fair to and in the best interests of ODP to enter into the merger agreement with Parent and Merger Sub providing for the merger in accordance with the DGCL, (c) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger and (d) recommended that the merger agreement and the merger and the other transactions contemplated thereby in accordance with the terms thereof be adopted by ODP stockholders.

When you consider the ODP Board’s recommendation, you should be aware that ODP’s directors may have interests in the merger that may be different from, or in addition to, the interests of ODP stockholders generally. These interests are described in the section entitled “The Merger Proposal (Proposal 1)—Interests of ODP’s Executive Officers and Directors in the Merger”.

In the course of reaching its decision, the ODP Board consulted with ODP’s management and financial and legal advisors, reviewed a significant amount of information and considered a number of potentially positive factors that it believed supported its decision, including, among others, the following (not necessarily in order of relative importance):

At the direction of the ODP Board, and as described in more detail in the section entitled “The Merger Proposal (Proposal 1)—Background of the Merger,” starting in April 2025, J.P. Morgan proactively contacted 24 potential transaction counterparties, including two strategic companies and 22 financial investors, which the ODP Board believed, in consultation with representatives of J.P. Morgan, to be the most likely to be interested in a potential acquisition of ODP at that time and most likely to be able to proceed expeditiously towards a potential transaction if interested, to gauge their interest in a potential transaction with ODP. Fourteen of those 24 parties signed confidentiality agreements and received confidential information relating to ODP. In addition, and as described in more detail in the section entitled “The Merger Proposal (Proposal 1)—Background of the Merger,” between November 2024 and August 2025, representatives of ODP received in-bound interest from multiple potential transaction counterparties that signed confidentiality agreements and received confidential information relating to ODP. Discussions with representatives of each of those other potential transaction counterparties did not lead to any final proposal with terms as attractive as, or more attractive than, the terms of the Final Atlas Proposal.

The ODP Board also considered that the structure of the transaction as a merger would result in detailed public disclosure and substantial time prior to the consummation of the merger during which an unsolicited superior proposal could be submitted, and the ODP Board considered the specific provisions of the merger agreement, which, subject to the terms and conditions thereof, permit ODP to furnish information to and conduct negotiations with third parties that make unsolicited acquisition proposals, and permit the ODP Board to change its recommendation to ODP stockholders regarding the merger agreement and to terminate the merger agreement in order to enter into a definitive agreement with respect to a superior proposal, subject to payment of a termination fee by ODP.

Further, the ODP Board believed, based on its negotiations with Atlas and other relevant factors, including the imposition of tariffs on U.S. trading partners and other changes to market, economic and business conditions, that the merger consideration was the highest price per share that Atlas was willing to pay and that the merger agreement contained the most favorable terms to ODP to which Atlas was willing to agree.

In the course of reaching its decision, the ODP Board also considered and balanced against the potential benefits of the merger a number of potentially adverse factors with respect to the merger and the other transactions contemplated by the merger agreement including, among others, the following (not necessarily in the order of relative importance):

While the ODP Board considered potentially positive and potentially negative factors, the ODP Board concluded that, overall, the potentially positive factors outweigh the potentially negative factors. Accordingly, the ODP Board unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of ODP and its stockholders.

The foregoing discussion is not intended to be an exhaustive list of the information and factors considered by the ODP Board in its consideration of the merger, but includes the material positive factors and material negative factors considered by the ODP Board in that regard. In view of the number and variety of factors, the ODP Board did not find it practicable to, nor did it attempt to, make specific assessments of, quantify, or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, individual members of the ODP Board may have given different weights to different factors. Based on the totality of the information presented, the ODP Board collectively reached the unanimous decision to authorize and approve the execution, delivery and performance of the merger agreement and the transactions contemplated thereby, including the merger, in light of the factors described above and other factors that the members of the ODP Board felt were appropriate.

Portions of this explanation of ODP’s reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements”, beginning on page 29 of this proxy statement.

Pursuant to an engagement letter, ODP retained J.P. Morgan as its financial advisor in connection with the proposed merger.

At the meeting of the ODP Board on September 21, 2025, J.P. Morgan rendered its oral opinion to the ODP Board to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the merger consideration to be paid to the holders of ODP common stock in the proposed merger was fair, from a financial point of view, to such holders. J.P. Morgan confirmed its September 21, 2025 oral opinion by delivering its written opinion, dated September 22, 2025 to the ODP Board that, as of such date, the merger consideration to be paid to the holders of ODP common stock in the proposed merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan, dated September 22, 2025, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex [•] to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. ODP’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s opinion was addressed to the ODP Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, and was limited to the fairness, from a financial point of view, of the merger consideration to be paid to the holders of ODP common stock in the proposed merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the proposed merger to the holders of any other class of securities, creditors or other constituencies of ODP or as to the underlying decision by ODP to engage in the proposed merger. The issuance of J.P. Morgan’s opinion was approved by a fairness opinion committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of ODP as to how such stockholder should vote with respect to the proposed merger or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of ODP and Parent with respect to certain aspects of the proposed merger, and the past and current business operations of ODP, the financial condition and future prospects and operations of ODP, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by ODP and Parent or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness, and, pursuant to J.P. Morgan’s engagement letter with ODP, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of ODP or Parent under any applicable laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by ODP’s management as to the expected future results of operations and financial condition of ODP to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the proposed merger and the other transactions contemplated by the merger agreement will be consummated as described in the merger agreement. J.P. Morgan also assumed that the representations and warranties made by ODP, Parent and Merger Sub in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to ODP with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the proposed merger will be obtained without any adverse effect on ODP or on the contemplated benefits of the proposed merger.

The projections furnished to J.P. Morgan were prepared by ODP’s management as discussed more fully in the section entitled “Certain Financial Projections” beginning on page 57 of this proxy statement. ODP does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the proposed merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of ODP’s management, including, without limitation, factors related to general economic and competitive conditions, prevailing interest rates, and other factors as set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 29 of this proxy statement. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section entitled “Certain Financial Projections” beginning on page 57 of this proxy statement.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion and that J.P. Morgan does not have any obligation to update, revise or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the merger consideration to be paid to the holders of ODP common stock in the proposed merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration paid in connection with the proposed merger to the holders of any other class of securities, creditors or other constituencies of ODP or as to the underlying decision by ODP to engage in the proposed merger. Furthermore, J.P. Morgan expressed no

opinion with respect to the amount or nature of any compensation to any officers, directors or employees of any party to the proposed merger, or any class of such persons relative to the merger consideration to be paid to the holders of ODP common stock in the proposed merger or with respect to the fairness of any such compensation.

The terms of the merger agreement, including the merger consideration, were determined through arm’s length negotiations between ODP and Parent, and the decision to enter into the merger agreement was solely that of the ODP Board.

J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the ODP Board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the ODP Board or ODP’s management with respect to the proposed merger or the merger consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its oral opinion to the ODP Board on September 21, 2025, which was subsequently confirmed by delivery of its written opinion, dated September 22, 2025, and in the financial analyses presented to the ODP Board on September 21, 2025 in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the ODP Board and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

J.P. Morgan then discounted the unlevered free cash flow estimates and the range of terminal values to present value as of June 30, 2025 using a range of discount rates from 12.25% to 14.25%, which range was chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of ODP. The present values of the unlevered free cash flow estimates and the range of terminal values were then adjusted for ODP’s net debt as of June 30, 2025, as provided by ODP’s management. This analysis indicated a range of implied per share equity value for ODP common stock (rounded to the nearest $0.25) of $23.25 to $29.75, which J.P. Morgan compared to (i) the closing price of ODP common stock of $20.82 per share on September 19, 2025 and (ii) the merger consideration of $28.00 per share of ODP common stock.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or

made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise ODP with respect to the proposed merger and deliver an opinion to the ODP Board with respect to the proposed merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with ODP and the industries in which it operates.

For financial advisory services rendered in connection with the proposed merger, ODP has agreed to pay J.P. Morgan an estimated fee of approximately $23 million, $5 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the proposed merger. In addition, ODP has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

During the two years preceding the date of J.P. Morgan’s written opinion, neither J.P. Morgan nor its affiliates have had any other material financial advisory or other material commercial or investment banking relationships with Atlas Holdings LLC, an affiliate of Parent. During the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with ODP, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger and joint lead bookrunner on a credit facility in May 2024. During the two years preceding the date of J.P. Morgan’s written opinion, the aggregate fees recognized by J.P. Morgan from ODP were approximately $1.1 million. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of ODP, for which it receives customary compensation and financial benefits. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of ODP. In the ordinary course of their businesses, J.P. Morgan and its affiliates actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of ODP for its own account or for the accounts of customers and, accordingly, likely hold long or short positions in such securities or other financial instruments.

ODP does not, as a matter of course, publicly disclose projections as to its future financial results. ODP senior management prepared and provided to the ODP Board at its meeting on August 22, 2025, certain non-public financial forecasts based on management’s reasonable best estimates, judgments and assumptions with respect to ODP’s future financial performance at the time such forecasts were prepared, as further described in the section of this proxy statement entitled “The Merger Proposal (Proposal 1)—Background of the Merger,” beginning on page 38 of this proxy statement, and which we refer to as the “Management Projections”. With the approval of the ODP Board, the Management Projections were provided to J.P. Morgan for its use and reliance in connection with its financial analyses summarized above under “The Merger Proposal (Proposal 1)—Opinion of ODP’s Financial Advisor”, beginning on page 54 of this proxy statement. J.P. Morgan expressed no view or opinion as to these financial projections or the assumptions on which they were based. A summary of the Management Projections is set forth below:

The Management Projections were not prepared with a view to public disclosure or with a view toward compliance with SEC rules and are included in this proxy statement only because, with the approval of the ODP Board, the Management Projections were provided to J.P. Morgan for its use and reliance in connection with its financial analyses summarized above under “The Merger Proposal (Proposal 1)—Opinion of ODP’s Financial Advisor.” The Management Projections were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States (“GAAP”), the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Management Projections were prepared by, and are the responsibility of, ODP’s management. Deloitte & Touche LLP (“Deloitte”) has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Management Projections and, accordingly, Deloitte does not express an opinion or any other form of assurance with respect thereto. The Deloitte report incorporated by reference in this proxy statement relates to ODP’s previously issued financial statements. It does not extend to the Management Projections and should not be read to do so. The Management Projections were prepared solely for internal use of ODP and are subjective in many respects. ODP has made no representations to Parent or Merger Sub, in the merger agreement or otherwise, concerning any projected financial information, including the Management Projections.

The Management Projections are forward-looking statements. Although this summary of the Management Projections is presented with numerical specificity, the Management Projections reflect numerous variables, assumptions and estimates as to future events made by ODP’s management that it believed were reasonable at the time the Management Projections were prepared, taking into account the relevant information available to management at the time and presented as of the time of the preparation, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of ODP on a stand-alone basis as described above and subject to certain assumptions and limitations. Such variables, assumptions and estimates are inherently uncertain, and many are beyond the control of ODP’s management. Although ODP’s management believes there is a reasonable basis for the Management Projections, ODP cautions shareholders that future results could be materially different from the Management Projections. Because the Management Projections cover multiple years, by their nature, they become less predictive with each successive year. This information is not fact and should not be relied upon as being necessarily indicative of actual future results. The Management Projections are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. These estimates and assumptions may prove inaccurate for any number of reasons, including general economic conditions, competition and other risks. For information on factors that may cause ODP’s future results to vary materially, see the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements”, beginning on page 29 of this proxy statement.

In addition, the Management Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the merger. Because the Management Projections were developed on a stand-alone basis without giving effect to the merger, they do not reflect any divestitures or other restrictions that may be imposed in connection with the receipt of any necessary governmental or regulatory approvals, any synergies realized as a result of the merger or any changes to ODP’s operations or strategy that may be implemented after completion of the merger. As a result, there can be no assurance that the Management Projections will be realized, and actual results may be materially better or worse than those contained in the Management Projections. The inclusion of this information should not be regarded as an indication that the ODP Board, ODP, J.P. Morgan, Parent, Merger Sub, or their respective representatives or affiliates or any other recipient of this information considered, or now considers, the Management Projections to be necessarily predictive of actual future results. The summary of the Management Projections is not included in this proxy statement in order to induce any stockholder to vote in favor of the merger proposal or any of the other proposals to be voted on at the special meeting.

Except to the extent required by applicable federal securities laws, ODP does not intend, and expressly disclaims any responsibility, to update or otherwise revise the Management Projections to reflect circumstances existing after the date when ODP prepared the Management Projections or to reflect the occurrence of future

events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the Management Projections are shown to be in error. By including in this document a summary of certain financial projections, neither ODP nor any of its representatives or advisors (including J.P. Morgan) nor Parent or its representatives or affiliates makes any representation to any person regarding the ultimate performance of ODP or the surviving corporation compared to the information contained in such financial forecasts and should not be read to do so.

Certain of the measures included in the Management Projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by ODP may not be comparable to similarly titled amounts used by other companies. With the approval of the ODP Board, the Management Projections, including such non-GAAP financial measures, were relied upon by J.P. Morgan in connection with its financial analyses summarized above under “The Merger Proposal (Proposal 1)—Opinion of ODP’s Financial Advisor”, beginning on page 54 of this proxy statement, and by the ODP Board in connection with its consideration of the merger. Financial measures provided to a financial advisor in connection with a business combination transaction are excluded from the definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by J.P. Morgan for purposes of its financial analyses and opinion or by the ODP Board in connection with its consideration of the merger. ODP has not provided reconciliations of the non-GAAP financial measures included in these projections to the comparable GAAP measure due to the lack of reasonably accessible or reliable comparable GAAP measures for these measures and the inherent difficulty in forecasting and quantifying the measures that are necessary for such reconciliation. Accordingly, a reconciliation of the financial measures is not included herein.

In considering the recommendation of the ODP Board that you vote to approve the merger proposal, you should be aware that, aside from their interests as ODP stockholders, certain ODP directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of ODP stockholders generally, which may create potential conflicts of interest. These interests are described in more detail below and, with respect to the named executive officers of ODP, are quantified in the “Golden Parachute Compensation” table below. The ODP Board was aware of these interests and considered them when it approved the merger agreement and the merger. The calculations set forth herein are based on the outstanding ODP equity awards as of October 10, 2025.

ODP’s named executive officers are: Gerry P. Smith (Chief Executive Officer), John W. Gannfors (Executive Vice President and President of Veyer), Sarah Hlavinka (Executive Vice President and Chief Legal Officer and Secretary), David Centrella (Executive Vice President and President of ODP Business Solutions), Max Hood (Senior Vice President, Co-Chief Financial Officer), Adam Haggard (Senior Vice President, Co-Chief Financial Officer), D. Anthony Scaglione (Former Executive Vice President and Chief Financial Officer, who resigned effective September 13, 2024), and Joseph S. Vassalluzzo (Former Non-Employee Chair of the ODP Board and Interim Principal Executive Officer, who resigned effective June 10, 2024). ODP’s remaining executive officers who are not named executive officers are Zoe Maloney (Executive Vice President, Chief Human Resources Officer) and Kevin Moffitt (Executive Vice President, President of Office Depot).

With respect to ODP’s executive officers, these interests are described in more detail below:

As is the case for any stockholder of ODP, ODP’s directors and executive officers will receive $28.00 per share in cash, without interest, and less any applicable withholding taxes, for each share of ODP common stock that they own at the effective time. For information regarding beneficial ownership of ODP common stock by each of ODP’s current directors, ODP’s named executive officers and all directors and executive officers as a group, see the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page 100.

As described in the section of this proxy statement entitled “The Merger Agreement—Treatment of ODP Equity Awards” beginning on page 72, the merger agreement provides that outstanding ODP equity awards under the ODP stock plans will be treated as set forth below.

ODP Options. Immediately prior to the effective time, each outstanding and unexercised ODP option, will, automatically and without any required action on the part of the holder thereof, be cancelled and forfeited for no consideration or payment and will have no further force or effect.

ODP RSU Awards. Immediately prior to the effective time, each outstanding and unsettled ODP RSU award (other than an ODP director RSU award) will, automatically and without any required action on the part of the holder thereof, be converted into a cash award in an amount equal to the sum of (a) (i) the total number of shares of ODP common stock subject to the ODP RSU award immediately prior to the effective time multiplied by (ii) $28.00, plus (b) any accrued and unpaid dividends or dividend equivalent rights corresponding to such ODP RSU award, less applicable tax withholdings. Each ODP RSU award so converted shall continue to have, and shall be subject to, the same terms and conditions as applied to such ODP RSU award immediately prior to the effective time (which, for the avoidance of doubt, includes any double-trigger vesting protections), except that such ODP RSU award shall be settled in cash in lieu of shares of ODP common stock, less applicable tax withholdings.

ODP Director RSU Awards. Immediately prior to the effective time, each ODP director RSU award will, automatically and without any required action on the part of the holder thereof, be immediately vested and be cancelled and will only entitle the holder of such ODP director RSU award to receive, at or promptly after the closing date, an amount in cash, without interest, equal to the sum of (a) (i) the total number of shares of ODP common stock subject to such ODP director RSU award, multiplied by (ii) $28.00 plus (b) any accrued and unpaid dividends or dividend equivalent rights corresponding to such ODP director RSU award. Any consideration payable in respect of the ODP director RSU awards will be paid through the paying agent as promptly as reasonably practicable following the closing date, but in no event later than two business days following the closing date.

ODP EPS-Vesting PSU Awards. Immediately prior to the effective time, each outstanding unvested ODP EPS-vesting PSU award, will, automatically and without any required action on the part of the holder thereof, be immediately vested and be cancelled and will entitle the holder of such ODP EPS-vesting PSU award to receive, at or promptly after the closing date, an amount in cash, without interest, equal to the product of (a) the total

number of shares of ODP common stock subject to such ODP EPS-vesting PSU award, calculated based on target-level performance, multiplied by (b) $28.00, less applicable tax withholdings.

ODP TSR-Vesting PSU Awards. Immediately prior to the effective time, each outstanding unvested ODP TSR-vesting PSU award, will, automatically and without any required action on the part of the holder thereof, be immediately vested and be cancelled and will entitle the holder of such ODP TSR-vesting PSU award to receive, at or promptly after the effective time, an amount in cash, without interest, equal to the product of (a) the total number of shares of ODP common stock subject to the ODP TSR-vesting PSU award, calculated based on actual performance achieved through the effective time in accordance with the terms of such ODP TSR-vesting PSU award, multiplied by (b) $28.00, less applicable tax withholdings.

The following table sets forth the amounts that each of ODP’s directors, named executive officers and all other executive officers would receive with respect to outstanding unvested ODP RSU awards and ODP PSU awards assuming the completion of the merger occured on October 10, 2025. The numbers set forth below do not attempt to forecast any grants, additional issuances, dividends, additional deferrals or forfeitures of equity-based awards following October 10, 2025. The calculations set forth in the table below are based on outstanding unvested and unsettled ODP equity awards as of October 10, 2025 and the merger consideration of $28.00 (valuing all presently outstanding ODP TSR-vesting PSUs based on estimated actual performance through the effective time and all presently outstanding ODP EPS-vesting PSUs based on assumed target-level performance). Depending on when the effective time occurs, certain ODP equity awards shown in the table below may vest in accordance with their terms.

Each currently employed executive officer is eligible for severance benefits in specified circumstances, as set forth in the Office Depot, Inc. Executive Change in Control Severance Plan (the “Change in Control Severance Plan”). If any executive officer is terminated by ODP without “cause” or resigns for “good reason” (each, as defined in the Change in Control Severance Plan) during the 6-month period ending on the date on which a “change in control” (as defined in the Change in Control Severance Plan) or the 24-month period following a change in control, subject to the execution and effectiveness of a general release of claims in favor of ODP and continued compliance with restrictive covenant obligations, such executive officer would be entitled to receive (a) an amount equal to two times (one and one-half times, in the case of Messrs. Hood and Haggard)) the sum of (x) such executive officer’s base salary plus (y) the average of the annual cash incentive payments paid to the executive officer in each of the three complete fiscal years preceding the fiscal year in which the executive officer’s termination of employment occurred (the “Change in Control Severance Amount”), payable in a lump sum no later than 60 days following the executive officer’s termination of employment, (b) if unpaid at the time of the termination, the prior year’s annual bonus that the executive would have been entitled to for the applicable performance period but for the termination of his or her employment, based on the actual achievement of the performance goals under the applicable plan, payable in a lump sum on the later of (x) the date such bonus would have otherwise been paid under the applicable plan or (y) within 60 days following the date of termination, (c) a pro rata payment for the amount of the annual bonus that the executive would have been entitled to for the applicable performance period but for the termination of his or her employment, based on the actual achievement of the performance goals under the applicable plan, multiplied by a fraction representing the amount of days worked during the performance period, payable in a lump sum on the later of (x) the date such bonus would have otherwise been paid under the applicable plan or (y) within 60 days following the date of termination, (d) an amount of cash equal to 18 times (x) the monthly COBRA premium for the type of health coverage in effect for such executive officer on the date of termination, less (y) the active employee charge for such coverage in effect on the date of termination, paid in a lump sum no later than 60 days following the date of termination, and (e) 24 months of outplacement services. The severance pay and other benefits payable to an executive officer under the Change in Control Severance Plan are in lieu of, and not in addition to, any severance benefits payable under any executive officer’s existing offer letter, letter agreement, employment agreement, or other program or agreement on account of such executive officer’s termination of employment with ODP.

If an executive officer becomes entitled to any payments or benefits under the Change in Control Severance Plan, such executive officer will be required to execute and not revoke a release of claims in favor of ODP that includes confidentiality, non-competition (with a duration of 24 months post-termination for “Tier 1” participants (which include Messrs. Smith, Centrella, Gannfors and Moffitt and Mses. Hlavinka and Maloney) and a duration of 18 months post-termination for “Tier 2” participants (which include Messrs. Hood and Haggard)), non-solicitation (with a duration of 12 months post-termination), non-disparagement and cooperation restrictive covenants. An executive officer’s breach of any restrictive covenants results in forfeiture and a repayment obligation with respect to such payments and benefits provided under the Change in Control Severance Plan.

In addition, to the extent that any payment or benefit received in connection with a change in control of ODP would be subject to an excise tax under Section 4999 of the Code, such payments and/or benefits will be subject to a “best net” reduction if such reduction would result in a greater net after-tax benefit to the executive officer than receiving the full amount of such payments.

Pursuant to the terms of the merger agreement, ODP’s directors and executive officers will be entitled to certain ongoing indemnification, expense advancement and insurance arrangements. See the section entitled “The Merger Agreement–Indemnification of Directors and Officers; Insurance” beginning on page 90 for a description of such ongoing arrangements.

Parent shall, or shall cause its applicable subsidiaries to, pay each ODP employee who was employed immediately prior to the effective time of the merger and who remains employed by Parent, the surviving corporation or their subsidiaries through the applicable payment date, any unpaid annual bonus or other cash incentive plan payment, based on actual level of achievement for the applicable performance criteria for the fiscal year in which the merger is consummated, at the same time or times that Parent, the surviving corporation or the applicable subsidiary thereof pays annual bonuses in respect of the fiscal year in which the merger is consummated to similarly situated employees thereof, but in no event later than March 15 immediately following the end of such fiscal year.

For the period ending on the earlier of (i) the 12-month anniversary of the closing of the merger or (ii) December 31, 2026 (or, if earlier, the date on which an employee’s employment terminates for any reason), each continuing employee will be entitled to receive (a) a base salary or base hourly wage rate that is no less than the base salary or base hourly wage rate provided to such continuing employee immediately prior to the effective time, (b) target annual cash bonus and commissions opportunities comparable in the aggregate to the target annual cash bonus and commissions opportunities provided to such continuing employee immediately prior to the effective time, and (iii) employee welfare and other benefits (excluding equity-based compensation, defined benefit pension, post-employment health or welfare, nonqualified deferred compensation and severance benefits) that are no less favorable in the aggregate than the employee welfare benefits and other benefits provided immediately prior to the effective time, and (iv) severance or termination arrangements no less favorable than the severance or termination arrangement provided to such continuing employee immediately prior to the effective time in accordance with the terms of the merger agreement.

As of the date of this proxy statement, other than the arrangements discussed in this proxy statement, none of ODP’s executive officers have entered into any agreement with the Parent regarding employment with, compensation from, or equity participation or reinvestment in, the surviving corporation or the Parent on a going-forward basis following the completion of the merger. However, Parent (or its representatives) and some or all of ODP’s executive officers may from time to time have discussions with respect to, or enter into, such arrangements.

ODP may, in consultation with Parent, consider certain actions before the effective time to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each, within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)) subject to the limitations described in the section of this proxy statement entitled “The Merger Agreement—Employee Matters” beginning on page 86.

No ODP plan, policy, agreement or arrangement provides any employee, officer or director with the right to a tax “gross-up” payment in connection with any “golden parachute” or other tax liability triggered in connection with the merger. The Change in Control Severance Plan contains a Section 280G “best net” reduction provision in the event that payments and benefits to an executive officer in connection with a change in control will be subject to excise taxes imposed under Section 4999 of the Code.

ODP and Parent may discuss in good faith the establishment of a cash-based retention bonus program (the “retention program”) in an aggregate amount not to exceed $4 million (the “retention program pool”) to promote retention after the closing of the merger and to incentivize efforts to consummate the closing of the merger. ODP’s executive officers will not be eligible to participate in such program.

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for ODP’s named executive officers based on the merger, assuming that (a) the merger was completed on October 10, 2025, (b) each named executive officer experienced a qualifying termination of employment immediately following the completion of the merger, (c) each named executive officer’s base salary rate, target annual bonus and benefits levels remained unchanged from those in effect as of the date of this proxy statement, (d) each named executive officer’s ODP equity awards remained unchanged as of October 10, 2025 and (e) the merger consideration is $28.00 per share. The actual amounts payable would depend on the date of termination, the manner of the termination and the terms of the agreements in effect at such time. The calculations in the table below neither include amounts that ODP’s named executive officers were already entitled to receive or were vested in as of the date of this proxy statement, nor do they include amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of the named executive officers and are available generally to all the salaried employees of ODP. The calculations do not reflect any possible reductions under the Section 280G “best net” reduction provisions as described above in the section entitled “The Merger Proposal (Proposal 1)—Interests of ODP’s Executive Officers and Directors in the Merger—Severance Benefits” beginning on page 62. These amounts do not include any amounts payable in respect of any issuances or forfeitures of ODP equity awards that may be made or occur prior to the completion of the merger, and do not reflect any ODP equity awards that have vested or are expected to vest in accordance with their terms prior to the completion of the merger. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

The obligation of Parent and Merger Sub to consummate the merger is not subject to any financing condition.

In connection with the financing of the merger, certain investment funds affiliated with Atlas Holdings (each, an “investor” and collectively, the “investors”) entered into a commitment letter with Parent (such letter, the “commitment letter”), pursuant to which, among other things, each of the investors has, severally and not jointly, committed to provide Parent with its respective pro rata share of an aggregate cash amount not to exceed $975,000,000 (the “Commitment”). The Commitment will be available to Parent at the closing (subject to the terms and conditions set forth in the commitment letter), together with any third-party financing obtained by Parent or its affiliates as of the closing of the merger, to fund the payment of (i) the aggregate per-share merger consideration (including payments in respect of ODP’s outstanding equity-based awards payable in connection with the closing of the merger pursuant to the merger agreement), (ii) the fees and expenses required to be paid by Parent or Merger Sub in connection with the merger and the transactions contemplated by the merger agreement, (iii) the payment for any refinancing of any outstanding indebtedness of ODP or its subsidiaries that may occur at or in connection with the closing of the merger and (iv) satisfaction of all of the other payment obligations of Parent and Merger Sub contemplated under the merger agreement at closing of the merger (pursuant to and in accordance with the terms of, and subject to the conditions of the merger agreement).

Under the merger agreement and subject to certain limitations, each of ODP, Parent and Merger Sub has agreed to use its respective reasonable best efforts to, among other things, consummate the merger and other transactions contemplated by the merger agreement as soon as reasonably practicable. In addition, Parent has agreed to take any and all steps necessary, proper or advisable to, among other things, resolve any impediments or objections that may be asserted with respect to the transactions contemplated by the merger agreement under any antitrust or foreign investment law, including proposing and agreeing to any regulatory remedy, except with respect to certain affiliates and portfolio companies of Parent. Completion of the merger is conditioned upon, among other things, (x) the expiration or early termination of the waiting period (and any extension thereof) applicable to the consummation of the merger under the HSR Act and (y) the expiration or termination of any voluntary agreement with a governmental entity entered into by ODP, Parent or Merger Sub not to consummate the merger.

Under the HSR Act, the merger may not be completed until notifications have been filed with and certain information has been furnished to the Antitrust Division and the FTC and all statutory waiting period requirements have been satisfied. ODP and Parent made the necessary filings required to be made under the HSR Act effective as of October 7, 2025. In the absence of a grant of early termination or the issuance of a request for additional information, the statutory waiting period under the HSR Act will expire at 11:59 p.m. (Eastern Time) on November 6, 2025.

At any time before or after the completion of the merger, the Antitrust Division or the FTC could take action under the U.S. antitrust laws, including seeking to prevent the merger, to rescind the merger or to clear the merger subject to the divestiture of assets of ODP or Parent or subject to other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including without limitation seeking to enjoin the completion of the transactions or permitting

completion subject to the divestiture of assets of ODP or Parent or other remedies. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the transactions on antitrust grounds will not be made or, if such challenge is made, that it would not be successful.

Under the merger agreement and subject to certain limitations, ODP, Parent and Merger Sub have agreed to use their reasonable best efforts to complete the merger and the other transactions contemplated by the merger agreement, including obtaining any requisite antitrust approval, as soon as reasonably practicable. In addition, Parent has agreed to take any and all steps necessary, proper or advisable to, among other things, resolve any impediments or objections that may be asserted with respect to the transactions contemplated by the merger agreement under any antitrust or foreign investment law, including proposing and agreeing to any regulatory remedy, except with respect to certain affiliates and portfolio companies of Parent. With respect to any approvals under the HSR Act or any other applicable antitrust or foreign investment law, ODP, on the one hand, and Parent and Merger Sub, on the other hand, have also agreed to (a) consult and cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (b) subject to applicable law, furnish to the other party as promptly as reasonably practicable all information required for any application or other filing to be made by the other party pursuant to any applicable law in connection with the transactions contemplated by the merger agreement, (c) promptly notify the other party of any communication received by such party from, or given by such party to, the FTC, the Antitrust Division or any other governmental entity, and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by the merger agreement and, subject to applicable law, furnish the other party promptly with copies of all correspondence, filings and communications between them and the FTC, the Antitrust Division or any other governmental entity with respect to the transactions contemplated by the merger agreement, (d) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by the FTC, the Antitrust Division or by any other governmental entity in respect of such registrations, declarations and filings or such transactions, and (e) permit the other party to review any communication given by it to, and consult with each other in advance, and consider in good faith the other party’s reasonable comments in connection with, any filing, notice, application, submission, communication, meeting or conference with, the FTC, the Antitrust Division or any other governmental entity or, in connection with any proceeding by a private party, with any other person. No party to the merger agreement shall independently participate in any substantive meeting or communication with any governmental entity in respect of any such filing, investigation or other inquiry relating to the parties’ efforts to complete the merger and the other transactions contemplated by the merger agreement, including covenants with respect to regulatory matters, without giving the other parties sufficient prior notice of the meeting and, to the extent permitted by such governmental entity, the opportunity to attend or participate in such meeting or communication. Without limiting the foregoing, Parent will have the right to direct the strategy with respect to actions to obtain all required approvals under the HSR Act and any other applicable antitrust or foreign investment laws, including deciding whether the parties commit to or agree with any governmental entity to stay, toll or extend any applicable waiting period, “pull-and-refile” pursuant to 16 C.F.R. 804.16 any filing made under the HSR Act, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated by the merger agreement; provided, that Parent must cooperate and consult in good faith with ODP regarding such action.

In furtherance and not in limitation of the foregoing, Parent is required to take, and cause each other member of the Parent group (as defined below) to take, any and all steps necessary, proper or advisable to (a) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by the merger agreement under any antitrust or foreign investment law or (b) avoid the entry of, effect the dissolution of, and have vacated, modified, suspended, eliminated, lifted, reversed or overturned, any decree, decision, determination, order or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, that would, or would reasonably be expected to, prevent, restrain, enjoin, prohibit, make unlawful, restrict or delay the consummation of the contemplated transactions, so as to enable the parties to the merger agreement to close the transactions contemplated by the merger agreement as expeditiously as practicable (but in no event later than the end date), including (i) the defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any person or entity (including any

governmental entity) seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the merger agreement, and (ii) (A) proposing, negotiating, committing to, agreeing to and effecting, by consent decree, hold separate orders or otherwise, the sale, lease, divesture, disposition or license (or holding separate pending such disposition) of any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses of Parent, any of Parent’s subsidiaries and affiliates (other than any portfolio company (as such term is commonly used in the private equity industry) or operating company of, or investment by, Atlas Holdings or its affiliates or any investment funds or investment vehicles associated with, or managed or advised by Atlas Holdings) (collectively, the “Parent group”) or ODP or its subsidiaries or any interest therein, (B) otherwise taking or committing or agreeing to restrictions or actions that, after the effective time, would limit Parent’s, any member of the Parent group’s, or ODP’s or its subsidiaries’ freedom of action or operations with respect to, or its or their ability to retain, any assets, operations, rights, product lines, licenses, properties, products, services or businesses of Parent, the Parent group or ODP or its subsidiaries or any interests therein, (C) restricting, limiting or eliminating any governance rights (including voting power, consent rights, board of directors nomination or designation rights, board observer rights and ownership or equity interests) with respect to Parent or its affiliates (including ODP) and their respective subsidiaries or (D) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations, and promptly effecting the sale, lease, license, divestiture, disposal and holding separate of, assets, operations, rights, product lines, licenses, properties, products, services or businesses of Parent, the Parent group, or ODP or its subsidiaries or any interest or interests therein and the entry into agreements with, and submission to orders of, the relevant governmental entity giving effect thereto or to such restrictions or actions (such sale, lease, license, divestiture, disposal and holding separate or other action described in this clause (ii), a “regulatory remedy”). The foregoing shall not require ODP to effectuate or agree to effectuate any regulatory remedy unless such regulatory remedy is conditioned upon the closing and only effective following the closing. Notwithstanding the foregoing or any other provision of the merger agreement, the Parent group will not be required to agree to any regulatory remedy with respect to (x) any affiliate (other than the “ultimate parent entity” of Parent (as such term is defined in 16 C.F.R. 801.1(a)(3)) and any subsidiary of Parent) and, subject to clause (y) hereof, each entity “controlled” by such “ultimate parent entity” or (y) any portfolio company (other than with respect to ODP and its subsidiaries).

Although ODP has reason to believe it will complete the U.S. antitrust review in a timely manner, there is no certainty that this review will be completed within the period of time contemplated by the merger agreement. ODP has no reason to believe that the completion of such review would be conditioned upon actions that would be materially adverse to ODP or Parent, or that a challenge to the merger would be made. If a challenge is made, however, the results of such challenge cannot be predicted. Private parties or U.S. state attorneys general may also bring actions under the antitrust and other laws under certain circumstances. Further, antitrust approvals or clearances do not constitute an endorsement or recommendation of the merger.

The exchange of ODP common stock for cash pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder (as defined in the section of this proxy statement entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 102) whose shares of ODP common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares at the time of the exchange. Gain or loss will be determined separately for each block of shares of ODP common stock (i.e., shares of ODP common stock acquired at the same cost in a single transaction).

The determination of the actual tax consequences of the merger to a holder of ODP common stock will depend on the holder’s specific situation. You should read the section of this proxy statement entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 102 and consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

As promptly as reasonably practicable following the completion of the merger, the ODP common stock currently listed on Nasdaq will cease to be listed on Nasdaq and will be deregistered under the Exchange Act.

Under the DGCL, ODP stockholders have the right to demand appraisal and to receive payment in cash for the fair value of their shares of ODP common stock as determined by the Delaware Court of Chancery, together with interest, if any, as determined by the Delaware Court of Chancery, in lieu of the merger consideration, subject to the requirements and limitations set forth in Section 262 of the DGCL described herein. These rights are known as appraisal rights. ODP stockholders of record and beneficial owners electing to exercise appraisal rights must comply with the provisions of Section 262 of the DGCL in order to perfect their rights. Strict compliance with the statutory procedures is required to perfect appraisal rights under Delaware law. This section is intended as a brief summary of the material provisions of Delaware law pertaining to appraisal rights. The following discussion, however, is not a complete summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, which is attached to this proxy statement as Annex C and incorporated into this proxy statement by reference. A copy of Section 262 may also be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation as to whether or not an ODP stockholder of record or beneficial owner should exercise his, her or its right to seek appraisal under Section 262 of the DGCL.

Subject to certain exceptions specified in Section 262 of the DGCL and summarized below, holders of record, and beneficial owners, of shares of ODP common stock who: (a) submit a written demand for appraisal of such person’s shares to ODP prior to the vote on the merger agreement; (b) have not consented to or otherwise voted in favor of the merger agreement or otherwise withdrawn, lost or waived appraisal rights; (c) continuously are the record holders or beneficial holders, as applicable, of such shares through the effective time; and (d) otherwise comply with the applicable procedures and requirements set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and receive payment in cash of the “fair value” of such shares (as determined by the Delaware Court of Chancery, exclusive of any element of value arising from the accomplishment or expectation of the merger) as of the completion of the merger instead of the merger consideration. Any such ODP stockholder of record or beneficial holder awarded “fair value” for the holder’s shares by the court would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the merger consideration. It is possible that any such “fair value” as determined by the Delaware Court of Chancery may be more or less than, or the same as the merger consideration.

Section 262 of the DGCL requires that ODP stockholders for whom appraisal rights are available be notified not less than 20 days before the special meeting. Either a copy of Section 262 of the DGCL or information directing ODP stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost must be included with such notice.

This proxy statement constitutes our notice to ODP stockholders of the availability of appraisal rights in connection with the merger in compliance with the requirements of Section 262 of the DGCL, which is attached to this proxy statement as Annex C and incorporated into this proxy statement by reference. A copy of Section 262 may also be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. ODP stockholders of record and beneficial owners who wish to exercise appraisal rights or who wish to preserve the right to do so should review the following summary and the applicable statutory provisions carefully. Failure to comply with the procedures of Section 262 of the DGCL in a timely and proper manner will result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of ODP unless certain stock ownership conditions are satisfied by ODP stockholders of record and beneficial owners seeking appraisal. Because of the complexity of the procedures for exercising the right to seek appraisal, ODP stockholders of record and beneficial owners who wish to exercise appraisal rights are urged to consult with their own legal and financial advisors in connection with compliance under Section 262 of the DGCL. An ODP stockholder of record or beneficial owner who loses, waives or otherwise fails to properly exercise his, her or its appraisal rights will be entitled to receive the merger consideration.

If you are an ODP stockholder of record or a beneficial holder and wish to exercise the right to seek an appraisal of your shares of ODP common stock, you must satisfy each of the following conditions:

If you fail to comply with any of these conditions and the merger is completed, you will be entitled to receive the merger consideration, but you will have no appraisal rights with respect to your shares of ODP common stock.

In addition, because shares of ODP common stock are listed on a national securities exchange and are expected to continue to be listed on such exchange immediately prior to the consummation of the merger, the Delaware Court of Chancery will dismiss appraisal proceedings as to all shares of ODP common stock, unless (a) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of ODP common stock or (b) the value of the merger consideration for such total number of shares entitled to appraisal exceeds $1 million (collectively, the “ownership thresholds”). At least one of the ownership thresholds must be met in order for ODP stockholders to be entitled to seek appraisal with respect to such shares of ODP common stock.

In the case of a record holder of shares of ODP common stock, voting, via the internet during the special meeting or by proxy, against, abstaining from voting on or failing to vote on the merger agreement will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal is in addition to and separate from any proxy or vote. If you want to exercise your appraisal rights, you must not vote your shares of ODP common stock via the internet during the special meeting or by proxy in favor of the merger agreement.

In the case of a beneficial owner of shares of ODP common stock, brokers, banks and other nominees that hold shares in “street name” for their customers do not have discretionary authority to vote those shares on the merger agreement without specific voting instructions from the beneficial owner on such proposal, but such brokers, banks or other nominees will vote such shares as instructed if the beneficial owner provides such instructions. If a beneficial owner of shares of ODP common stock held in “street name” instructs such person’s broker, bank or other nominee to vote such person’s shares in favor of the merger agreement, and does not revoke such instruction prior to the vote on the merger agreement, then such shares will be voted in favor of the

merger agreement, and it will constitute a waiver of such beneficial owner’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, if you are a beneficial owner of shares of ODP common stock who wishes to exercise appraisal rights, you must either not provide any instructions to your broker, bank or other nominee how to vote on the merger agreement or instruct such broker, bank or other nominee to vote against the merger agreement or abstain from voting on such proposal.

A holder of record or beneficial owner of shares of ODP common stock issued and outstanding immediately prior to the effective time may assert appraisal rights for the shares of ODP common stock held of record or beneficially in that holder’s name. A demand for appraisal must be executed by or on behalf of the ODP stockholder of record or beneficial owner, as applicable, and must reasonably inform ODP of the identity of the ODP stockholder of record or beneficial owner and that the ODP stockholder intends to demand appraisal of his, her or its shares of ODP common stock. In addition, in the case of a demand for appraisal made by a beneficial owner, the demand must (a) reasonably identify the holder of record of the shares for which the demand is made, (b) provide documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provide an address at which such beneficial owner consents to receive notices given by ODP and to be set forth on the verified list of persons who have demanded appraisal for their shares pursuant to Section 262(f) of the DGCL. A holder of record, such as a bank, broker or other nominee, who holds shares of ODP common stock as a nominee or intermediary for others, may exercise his, her or its right of appraisal with respect to the shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the holder of record.

If you elect to exercise appraisal rights under Section 262 of the DGCL, you should mail or deliver a written demand to:

The following discussion sets forth the principal terms of the merger agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this discussion, which is summary by nature. This discussion is not complete and is qualified in its entirety by reference to the complete text of the merger agreement. You are encouraged to read the merger agreement carefully in its entirety, as well as this proxy statement and any documents incorporated by reference herein, before making any decisions regarding the merger.

The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. Factual disclosures about ODP contained in this proxy statement or in ODP’s public reports filed with the SEC may supplement, update or modify the factual disclosures about ODP contained in the merger agreement and described in this summary. The representations, warranties and covenants made in the merger agreement by ODP, Parent and Merger Sub were qualified and subject to important limitations agreed to by ODP, Parent and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue, due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, and were not intended by the parties to the merger agreement to be a characterization of the actual state of facts or condition of ODP, Parent or Merger Sub, except as expressly stated in the merger agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by disclosures that were made by ODP to Parent and Merger Sub, which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since September 22, 2025 and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement or in the public filings made by ODP with the SEC.

Additional information about ODP may be found elsewhere in this proxy statement and ODP’s other public filings. See “Where You Can Find Additional Information” beginning on page 107 of this proxy statement.

The closing of the merger will take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, or remotely by exchange of documents and signatures (or their electronic counterparts), at 9:00 a.m. (New York City time) on the third business day following the day on which the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or (to the extent permitted by applicable law) waiver of such conditions at the closing), have been satisfied or (to the extent permitted by applicable law) waived in accordance with the merger agreement or at such other time and place as agreed to in writing by ODP and Parent.

Subject to the provisions of the merger agreement, at the closing, ODP and Parent will cause the merger to be consummated by filing a certificate of merger with respect to the merger (the “certificate of merger”) with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL to consummate the merger. The merger shall become effective at the time when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by ODP and Parent in writing and specified in the certificate of merger in accordance with the DGCL (such time, the “effective time”).

Upon the terms and subject to the conditions of the merger agreement, and in accordance with the DGCL, at the effective time, Merger Sub will be merged with and into ODP and the separate corporate existence of Merger Sub will cease, with ODP continuing as the surviving corporation and a wholly owned subsidiary of Parent. At

the effective time, (a) the certificate of incorporation of ODP, as in effect immediately prior to the effective time, shall be amended and restated in its entirety, and, as so amended and restated, shall be the certificate of incorporation of the surviving corporation, until thereafter amended or restated as provided therein and in accordance with applicable law and (b) without any further action on the part of ODP or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the effective time shall be the bylaws of the surviving corporation (except that references therein to the name of Merger Sub shall be replaced by references to the name of ODP) until thereafter amended or restated as provided therein or by the certificate of incorporation of the surviving corporation and in accordance with applicable law.

The board of directors of the surviving corporation immediately following the effective time shall consist of the members of the board of directors of Merger Sub at the effective time, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the surviving corporation and applicable law. The officers of ODP at the effective time will be the officers of the surviving corporation immediately following the effective time until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with the surviving corporation’s certificate of incorporation and bylaws and applicable law.

At the effective time, by virtue of the merger and without any action on the part of ODP, Parent, Merger Sub or the holders of ODP common stock, each share of ODP common stock issued and outstanding immediately prior to the effective time (other than cancelled shares and dissenting shares, as described in the merger agreement) will be converted into the right to receive the merger consideration. From and after the effective time, such shares of ODP common stock will no longer be outstanding and will automatically be cancelled and extinguished, and will cease to exist, and each former holder of such shares will cease to have any rights with respect thereto, except for the right to receive the merger consideration to be paid in consideration therefor in accordance with the merger agreement.

Each cancelled share will cease to be outstanding, will be automatically cancelled and retired without any conversion thereof or payment, delivery or exchange of any therefor, and such shares will cease to exist.

The merger agreement provides that outstanding ODP equity awards under the ODP stock plans will be treated as set forth below.

ODP Options. Immediately prior to the effective time, each outstanding and unexercised ODP option, will, automatically and without any required action on the part of the holder thereof, be cancelled and forfeited for no consideration or payment and will have no further force or effect.

ODP RSU Awards. Immediately prior to the effective time, each outstanding and unsettled ODP RSU award (other than an ODP director RSU award) will, automatically and without any required action on the part of the holder thereof, be converted into a cash award in an amount equal to the sum of (a) (i) the total number of shares of ODP common stock subject to the ODP RSU award immediately prior to the effective time multiplied by (ii) $28.00, plus (b) any accrued and unpaid dividends or dividend equivalent rights corresponding to such ODP RSU award, less applicable tax withholdings. Each ODP RSU award so converted shall continue to have, and shall be subject to, the same terms and conditions as applied to such ODP RSU award immediately prior to the effective time (which, for the avoidance of doubt, includes any double-trigger vesting protections), except that such ODP RSU award shall be settled in cash in lieu of shares of ODP common stock, less applicable tax withholdings.

ODP Director RSU Awards. Immediately prior to the effective time, each ODP director RSU award will, automatically and without any required action on the part of the holder thereof, be immediately vested and be cancelled and will only entitle the holder of such ODP director RSU award to receive, at or promptly after the closing date, an amount in cash, without interest, equal to the sum of (a) (i) the total number of shares of ODP common stock subject to such ODP director RSU award, multiplied by (ii) $28.00 plus (b) any accrued and

unpaid dividends or dividend equivalent rights corresponding to such ODP director RSU award. Any consideration payable in respect of the ODP director RSU awards will be paid through the paying agent as promptly as reasonably practicable following the closing date, but in no event later than two business days following the closing date.

ODP EPS-Vesting PSU Awards. Immediately prior to the effective time, each outstanding unvested ODP EPS-vesting PSU award, will, automatically and without any required action on the part of the holder thereof, be immediately vested and be cancelled and will entitle the holder of such ODP EPS-vesting PSU award to receive, at or promptly after the closing date, an amount in cash, without interest, equal to the product of (a) the total number of shares of ODP common stock subject to such ODP EPS-vesting PSU award, calculated based on target-level performance, multiplied by (b) $28.00, less applicable tax withholdings.

ODP TSR-Vesting PSU Awards. Immediately prior to the effective time, each outstanding unvested ODP TSR-vesting PSU award, will, automatically and without any required action on the part of the holder thereof, be immediately vested and be cancelled and will entitle the holder of such ODP TSR-vesting PSU award to receive, at or promptly after the effective time, an amount in cash, without interest, equal to the product of (a) the total number of shares of ODP common stock subject to the ODP TSR-vesting PSU award, calculated based on actual performance achieved through the effective time in accordance with the terms of such ODP TSR-vesting PSU award, multiplied by (b) $28.00, less applicable tax withholdings.

Any consideration payable in respect of the ODP PSU awards will be paid through the payroll system or payroll provider (to the extent applicable) of the surviving corporation as promptly as reasonably practicable following the closing date, but in no event later than the earlier of (i) two business days following the closing date and (ii) the next regularly scheduled payroll date following the closing date.

Immediately prior to the effective time, Parent will deposit, or cause to be deposited, with a paying agent selected by Parent with ODP’s prior written approval (which approval will not be unreasonably conditioned, withheld or delayed), cash in an amount sufficient to pay the aggregate merger consideration pursuant to the merger agreement except that, with respect to any dissenting shares, Parent will not be required to deposit or cause to be deposited with the paying agent funds sufficient to pay the merger consideration that would be payable in respect of such dissenting shares if such dissenting shares were not dissenting shares. Promptly after the effective time (and in any event within three business days after the effective time), the surviving corporation will cause the paying agent to mail or otherwise provide to each former holder of record of certificates that immediately prior to the effective time represented outstanding shares of ODP common stock and each former holder of record of shares of ODP common stock held in book-entry form (in each case, other than holders of only cancelled shares and dissenting shares, as described in the merger agreement) (a) transmittal materials, including a letter of transmittal in customary form as agreed by the parties to the merger agreement, which will specify that delivery of certificates will be effected, and risk of loss and title to the certificates will pass only upon proper delivery of the certificates (or effective affidavits in lieu thereof in accordance with the merger agreement) and a duly completed and validly executed letter of transmittal (and such other documents as may be reasonably required pursuant thereto) with respect to such certificates to the paying agent, or, with respect to book-entry shares, only upon proper delivery of an “agent’s message” regarding the book-entry transfer of book-entry shares (or such other evidence, if any, of the book-entry transfer of book-entry shares as the paying agent may reasonably request) to the paying agent, such transmittal materials to be in a form and have such other provisions as ODP and Parent may reasonably agree, and (b) instructions for use in effecting the surrender of the certificates or book-entry shares, as applicable, in exchange for the merger consideration.

Following the effective time, upon surrender of a certificate (or an effective affidavit of loss in lieu thereof in accordance with the merger agreement) to the paying agent in accordance with such transmittal materials and instructions, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto (and such other documents as may be reasonably required pursuant thereto), the holder of record of such certificate will be entitled to receive in exchange therefor as promptly as reasonably practicable after such surrender following the effective time, a cash payment in an amount (after giving effect to any required tax withholding) equal to the product of the merger consideration multiplied by the number of shares of ODP common stock previously represented by such certificate and the certificate so surrendered will immediately be cancelled. Each holder of a book-entry share representing shares of ODP common stock (other than cancelled

shares and dissenting shares, as described in the merger agreement) will be entitled to receive, and Parent will cause the paying agent to pay and deliver in exchange therefor as promptly as reasonably practicable after the paying agent’s receipt following the closing of an “agent’s message” in customary form or such other evidence, if any, as the paying agent may reasonably request, a cash payment in an amount (after giving effect to any required tax withholding) equal to the product of the merger consideration multiplied by the number of shares of ODP common stock previously represented by such book-entry share and the book-entry shares so surrendered will immediately be cancelled. No interest will be paid or accrued on any amount payable upon the surrender of the certificates or book-entry shares.

The merger agreement contains representations and warranties made by ODP to Parent and Merger Sub and by Parent and Merger Sub to ODP. Certain of the representations and warranties in the merger agreement are subject to materiality or material adverse effect qualifications (that is, they will not be deemed to be inaccurate or incorrect unless their failure to be true or correct (a) is material, (b) would result in a material adverse effect on the party making such representation or warranty or (c) would prevent or materially delay the consummation of the transactions contemplated by the merger agreement or prevent or materially impair or materially delay the ability of the party making such representation or warranty to perform its obligations under the merger agreement). In addition, certain of the representations and warranties in the merger agreement are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect as a result of matters of which certain individuals from the party making the representation (who are specified in qualifying the “knowledge” of such party for purposes of the merger agreement) did not have actual knowledge after reasonable inquiry of their respective direct reports. Furthermore, each of the representations and warranties is subject to the qualifications set forth on the disclosure letter, in the case of certain representations and warranties made by ODP, as well as the reports of ODP filed with or furnished to the SEC during the period from January 1, 2023 through September 19, 2025 (excluding any disclosures set forth under the captions “Risk Factors” or “Forward-Looking Statements” and in any other section to the extent they are cautionary, predictive or forward-looking in nature).

In the merger agreement, ODP has made representations and warranties to Parent and Merger Sub regarding:

In the merger agreement, Parent and Merger Sub have made representations and warranties to ODP regarding:

For purposes of the merger agreement, a “material adverse effect” on ODP means any event, development, change, effect or occurrence (“effect”) that, individually or in the aggregate, with all other effects, has or reasonably would be expected to have a material adverse effect on or with respect to the business, results of operation or financial condition of ODP and its subsidiaries, taken as a whole; provided, that no effects relating to, arising out of or resulting from, directly or indirectly, any of the following shall be deemed, either alone or in combination with any of the following, to constitute or contribute to a material adverse effect or be taken into account in determining whether a material adverse effect has occurred or would reasonably be expected to occur:

The merger agreement provides that, subject to certain exceptions in the disclosure letter, during the period from September 22, 2025 to the effective time (or, if earlier, the date, if any, on which the merger agreement is validly terminated in accordance with its terms) and except as otherwise contemplated by the merger agreement, as required by applicable laws, as required by or to the extent commercially reasonable in response to any pandemic measures (so long as ODP keeps Parent reasonably informed of, and to the extent reasonably practicable, consults with Parent prior to the taking of any material action with respect to, such pandemic measures) or except as consented to in writing by Parent (which consent may not be unreasonably withheld, conditioned or delayed, other than with respect to the third and eighth bullet points below), (a) ODP will, and will cause its subsidiaries to, (i) conduct the business of ODP and its subsidiaries in the ordinary and usual course of business consistent with past practice in all material respects and (ii) use commercially reasonable efforts to preserve substantially intact its business organization and material business relationships with governmental entities, customers, suppliers, creditors, lessors and other persons with which it has material business relations, and (b) ODP will not, and will cause each of its subsidiaries not to:

Without limiting any party’s rights or obligations under the merger agreement, nothing contained in the merger agreement gives Parent or Merger Sub, directly or indirectly, the right to control or direct ODP’s or its subsidiaries’ operations prior to the effective time and nothing contained in the merger agreement gives ODP, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the effective time.

Subject to applicable law and certain other exceptions and limitations, from September 22, 2025 to the effective time (or, if earlier, the valid termination of the merger agreement), upon reasonable prior written notice from Parent, ODP will, and will cause its subsidiaries to, and direct its and their respective officers, directors, employees and representatives to, afford Parent and its representatives reasonable access, consistent with

applicable law, during normal business hours to ODP’s and its subsidiaries’ officers, employees, contracts, books and records, offices and facilities, including the owned real property and leased real property (each as defined in the merger agreement), as reasonably necessary to facilitate consummation of the transactions contemplated by the merger agreement.

From September 22, 2025 until the effective time or, if earlier, the valid termination of the merger agreement in accordance with its terms, ODP will not, and will cause its subsidiaries not to, and will direct its and their respective representatives, directly or indirectly, not to:

Notwithstanding anything to the contrary in the foregoing or the below, but subject to compliance with the other covenants in the merger agreement, nothing in the merger agreement shall prevent ODP or the ODP Board from:

From September 22, 2025 until the effective time or, if earlier, the valid termination of the merger agreement in accordance with its terms, except to the extent otherwise permitted under the terms of the merger agreement described above, the ODP Board shall not make a change of recommendation.

Notwithstanding anything in the merger agreement to the contrary, prior to the time, but not after, the company requisite vote is obtained, if an unsolicited, bona fide, written acquisition proposal that did not otherwise result from a material breach of the non-solicitation provisions of the merger agreement is received by ODP, and the ODP Board determines in good faith, after consultation with its outside legal counsel and its financial advisor(s), that such acquisition proposal would, if consummated, constitute a superior proposal, the ODP Board may, if and only if the ODP Board has determined, in good faith after consultation with its outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, (a) effect a change of recommendation or (b) terminate the merger agreement pursuant to the applicable termination right therein in order to enter into a definitive written agreement providing for such superior proposal; provided, however, that ODP pays to Parent the company termination payment required to be paid pursuant to the merger agreement (as described below); provided, further, that, prior to taking any action described in clauses (a) or (b) above:

Notwithstanding anything in the merger agreement to the contrary, prior to the time, but not after, the company requisite vote is obtained, the ODP Board may effect a change of recommendation if (a) an intervening event (as defined below) has occurred and (b) prior to taking such action, the ODP Board has determined in good faith, after consultation with its outside legal counsel and its financial advisor(s), that failure to take such action in response to such intervening event would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law; provided, however, that prior to effecting such change of recommendation, (x) ODP shall give Parent a written notice four business days in advance, which notice shall include a reasonably detailed description of such intervening event and the rationale for the change of recommendation and (y) after giving such notice and prior to effecting a change of recommendation, ODP shall, and shall direct its representatives to, negotiate in good faith with Parent (to the extent requested by Parent) to enable Parent to propose revisions to the terms of the merger agreement and (c) at the end of the notice period, prior to and as a condition to effecting a change of recommendation, the ODP Board shall take into account in good faith any changes to the terms of the merger agreement proposed in writing by Parent in response to the notice from ODP and any other information offered by Parent in response to such notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor(s) that (i) such intervening event remains in effect and (ii) the failure to effect a change of recommendation in response to such intervening event would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law if such changes proposed in writing by Parent (if any) were to be given effect.

Following September 22, 2025, ODP shall promptly (and in any event within 48 hours) give notice to Parent in writing of the receipt of any acquisition proposal or any indication of interest or offer that would reasonably be expected to lead to an acquisition proposal, including any proposed agreements received by ODP relating to such acquisition proposal that are provided in writing, which notice shall include a copy of, or the material terms and conditions of and the identity of the person making, such proposal and thereafter shall keep Parent informed, on a reasonably current basis, of the status and material terms of any such proposals or offers (including any material amendments or proposed material amendments thereto) and the status of any such discussions or negotiations and promptly provide (and in any event within 48 hours) to Parent any material nonpublic information concerning ODP provided to any other person in connection with any acquisition proposal that was not previously provided to Parent prior to or substantially at the same time as provided to such other person. ODP agrees that it will not, directly or indirectly, enter into any agreement with any person which prohibits ODP from providing any information to Parent in accordance with certain provisions of the merger agreement.

Following September 22, 2025, ODP shall, and shall cause its subsidiaries and direct its and their respective representatives to, (a) immediately cease any solicitations, discussions or negotiations with any person (other than the parties to the merger agreement and their respective representatives) in connection with any acquisition proposal (or any inquiries, proposals, indications of interests or offers that would reasonably be expected to lead to an acquisition proposal), in each case that existed as of September 22, 2025, (b) promptly request each person (other than the parties to the merger agreement and their respective representatives) that has prior to September 22, 2025 executed a confidentiality agreement in connection with its consideration of acquiring ODP (or any other transaction that would constitute an acquisition proposal) to return or destroy all confidential information furnished to such person by or on behalf of it or any of its subsidiaries or its or their representatives in the 12 months immediately prior to September 22, 2025 and (c) promptly terminate all physical and electronic data access previously granted to such persons. Any violation of the provisions in the merger agreement

described above by any representative of ODP or its subsidiaries acting in an authorized capacity on behalf of ODP or its subsidiaries will be deemed to be a breach of such provisions by ODP. Notwithstanding anything to the contrary in the merger agreement, subject to ODP’s compliance with the provisions of the merger agreement described above, ODP may grant a waiver, amendment or release under any confidentiality or standstill agreement (or any confidentiality or standstill provision of any agreement) solely to the extent necessary to allow for a confidential acquisition proposal to be made to the ODP Board so long as ODP promptly (and in any event within 48 hours) notifies Parent thereof (including the identity of such counterparty) after granting any such waiver, amendment or release.

For purposes of the merger agreement, “acquisition proposal” means any proposal or offer from any person or group of persons (other than the affiliates of ODP or Parent, Merger Sub or their respective affiliates) relating to (a) any direct or indirect acquisition or purchase, in a single transaction or series of related transactions, by any person or group (as defined under Section 13 of the Exchange Act) of a business that constitutes 20% or more of the net revenues, net income or fair market value (as determined in good faith by the ODP Board) of the consolidated total assets (it being understood that total assets include equity securities of subsidiaries of ODP) of ODP and its subsidiaries, taken as a whole, (b) any direct or indirect acquisition or purchase, in a single transaction or series of related transactions, resulting in any person or group (as defined under Section 13 of the Exchange Act) beneficially owning 20% or more of the total voting power of the equity securities of ODP, (c) any tender offer or exchange offer that, if consummated, would result in any person or group (as defined under Section 13 of the Exchange Act) beneficially owning 20% or more of the total voting power of the equity securities of ODP, or (d) any merger (including a reverse merger in which ODP is the surviving corporation), reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving ODP (or any subsidiary of ODP whose business constitutes 20% or more of the net revenues, net income or fair market value (as determined in good faith by the ODP Board) of the consolidated total assets (it being understood that total assets include equity securities of subsidiaries of ODP) of ODP and its subsidiaries, taken as a whole), in each case of clauses (a) through (d), other than the transactions contemplated by the merger agreement; provided, that any proposal or offer to the extent related to any purchase of assets, properties or businesses to be divested or held separate pursuant to a regulatory remedy (as defined in the merger agreement) in accordance with the efforts covenants of the merger agreement shall not be deemed an acquisition proposal.

For purposes of the merger agreement, “intervening event” means any material event, development, change, effect or occurrence (but specifically excluding any acquisition proposal or superior proposal) that materially affects the business, financial condition or operations of ODP and was not known and was not reasonably foreseeable by the ODP Board as of September 22, 2025 (or, if known or reasonably foreseeable, the material consequences of which were not known and were not reasonably foreseeable by the ODP Board as of September 22, 2025), which becomes known to ODP or to the ODP Board after September 22, 2025 and prior to the company requisite vote; provided, that in no event shall changes in the market price or trading volume of any securities of ODP or its subsidiaries or any change in credit rating or the fact that ODP meets or exceeds internal or published estimates, projections, forecasts or predictions for any period in and of themselves constitute an intervening event (it being understood that the underlying causes of any such changes or developments may, if they are not otherwise excluded from the definition of “intervening event”, be taken into account in determining whether an intervening event has occurred); provided, that the receipt, existence or terms of an acquisition proposal or superior proposal or any matter relating thereto or consequence thereof shall not be deemed to be an intervening event under the merger agreement.

For purposes of the merger agreement, “superior proposal” means a bona fide and written acquisition proposal (except that the references in the definition thereof to “20% or more” shall be deemed to be references to “50% or more”) that the ODP Board, after consultation with its outside legal counsel and its financial advisor(s), in good faith determines (a) is reasonably likely to be consummated in accordance with its terms and (b) would, if consummated, result in a transaction that is more favorable (including from a financial point of view) to the ODP stockholders than the transactions contemplated by the merger agreement, in each case after taking into account all such factors and matters deemed relevant in good faith by the ODP Board, including legal, financial (including the financing terms of any such proposal), regulatory and stockholder approval requirements, the sources, availability and terms of any financing, financing market conditions and the existence of any financing contingency, the likelihood of termination, the likely timing of and prospects for closing, including any required third-party approvals, the identity of and any prior dealings with the person or persons

making the proposal, timing or other aspects of such proposal and the transactions contemplated by the merger agreement, any breakup fees, expense reimbursement provisions and financial terms, and any other aspects considered relevant by the ODP Board in good faith and after taking into account any changes to the terms of the merger agreement irrevocably offered in writing by Parent in response to such superior proposal pursuant to, and in accordance with, the applicable provisions of the merger agreement.

For purposes of the merger agreement, “change of recommendation” means any of the following actions of the ODP Board: (a) failing to include the recommendation that the ODP stockholders vote in favor of the adoption of the merger agreement and the merger and the other transactions contemplated by the merger agreement in accordance with the terms thereof (the “recommendation”) in this proxy statement, (b) withdrawing, modifying, amending, qualifying or changing the recommendation, (c) failing to recommend in a Solicitation/Recommendation Statement on Schedule 14D-9 against any acquisition proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act for outstanding shares of ODP common stock (other than by Parent or an affiliate of Parent), in each case, within 10 business days after the commencement thereof, it being understood and agreed that, for all purposes of the merger agreement, a communication by the ODP Board to the ODP stockholders in accordance with Rule 14d-9(f) of the Exchange Act, or in any similar communication to the ODP stockholders in connection with the commencement of a tender offer or exchange offer, shall not, in and of itself, be deemed to constitute a change of recommendation (so long as any such disclosure does not include any statement that constitutes, and does not otherwise constitute, a change of recommendation) or (d) formally resolving to effect or publicly announce an intention or resolution to effect any of the foregoing.

For the avoidance of doubt, none of (a) the determination by the ODP Board that an acquisition proposal constitutes a superior proposal, (b) the taking of any action by ODP, the ODP Board or any of its representatives permitted by the applicable exceptions to the non-solicitation provisions of the merger agreement described above, (c) the delivery by ODP to Parent of any notice contemplated by the applicable change of recommendation provisions of the merger agreement, or (d) the public disclosure, in and of itself, of the items in clauses (a) through (c) if required by applicable law, will in and of itself constitute a change of recommendation.

For purposes of the merger agreement, “company requisite vote” means the affirmative vote (in person or by proxy) of the holders of a majority of all of the outstanding shares of ODP common stock entitled to vote thereon at the special meeting or any adjournment or postponement thereof, to adopt the merger agreement.

ODP, acting through the ODP Board (or a committee thereof), shall, as promptly as reasonably practicable following the earlier of the date on which ODP is made aware that the SEC (x) will not review this proxy statement or (y) has no further comments on this proxy statement, take all action required under the DGCL, ODP’s certificate of incorporation, ODP’s bylaws and the applicable requirements of Nasdaq necessary to promptly and duly call, give notice of, convene and hold as promptly as reasonably practicable a meeting of its stockholders for the purpose of (a) approving and adopting the merger agreement and the transactions contemplated thereby, including the merger and (b) if and only if required by the DGCL, ODP’s certificate of incorporation, ODP’s bylaws or the applicable requirements of Nasdaq or otherwise mutually agreed by Parent and ODP, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger or the transactions contemplated by a merger agreement (including any adjournment or postponement thereof); provided, that ODP may (and shall, in the case of the following clauses (ii) or (iii) upon the request of Parent) postpone, recess or adjourn such meeting (i) to the extent required by law or fiduciary duty (as determined by the ODP Board in good faith after consultation with its outside legal counsel), (ii) to allow reasonable additional time to solicit additional proxies to the extent ODP reasonably believes necessary in order to obtain the company requisite vote, (iii) if, as of the time for which the special meeting is originally scheduled (as set forth in this proxy statement), there are insufficient shares of ODP common stock represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the special meeting or (iv) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the ODP Board has determined, in good faith after consultation with outside counsel, is necessary under applicable law or fiduciary duty and for such supplemental or amended disclosure to be disseminated and reviewed by the ODP stockholders prior to the special meeting. However, any such postponement or adjournment of the special meeting pursuant to clauses (i), (ii) or (iii) of the immediately preceding sentence shall not exceed 20 business days without Parent’s written consent (not to be unreasonably

conditioned, withheld or delayed). ODP shall cooperate with and keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the proxy statement to its stockholders.

ODP, acting through the ODP Board (or a committee thereof), is required to (a) include in this proxy statement the recommendation (subject to an exception for a change of recommendation (only to the extent permitted by the applicable terms of the merger agreement)), and, subject to the consent of J.P. Morgan, the written opinion of J.P. Morgan, and (b) use its reasonable best efforts to solicit proxies in favor of the company requisite vote and to obtain the company requisite vote (it being understood that the ODP Board will not be required to recommend in favor of the adoption of the merger agreement if a change of recommendation has been effected in accordance with the applicable terms of the merger agreement).

During the period commencing on the closing date and ending on the earliest of (x) the first anniversary of the closing date, (y) December 31, 2026, and (z) the date on which a continuing employee’s employment terminates for any reason, except as may otherwise be agreed between Parent (or any of its affiliates) and the applicable continuing employee (as defined below), Parent shall provide, or shall cause the surviving corporation to provide, to each employee of ODP or its subsidiaries who continues to be employed by the surviving corporation or any of its subsidiaries (each, a “continuing employee”), (a) an annual base salary or hourly wage rate, as applicable, that is no less than the annual base salary or hourly wage rate, as applicable, that was provided to such continuing employee immediately prior to the effective time, (b) target annual cash bonus and commission opportunities that are comparable in the aggregate to the target annual cash bonus or commission opportunities that were provided to such continuing employee immediately prior to the effective time, and (c) employee welfare and other benefits that are no less favorable in the aggregate than the employee welfare benefits and other benefits (excluding equity-based compensation, defined benefit pension, post-employment health or welfare, nonqualified deferred compensation and severance benefits) provided to such continuing employee immediately prior to the effective time. In addition, Parent shall, or shall cause the surviving corporation to, maintain for the benefit of each continuing employee a severance or termination arrangement that is no less favorable than the severance or termination arrangements provided to such continuing employee immediately prior to the effective time.

In addition, with respect to Parent’s and its subsidiaries’ (including the surviving corporation’s) plans or programs providing employee benefits (including severance) to continuing employees after the effective time (collectively, the “new plans”), Parent shall, or shall cause its applicable subsidiaries (including the surviving corporation and any subsidiaries thereof) to use reasonable best efforts to (a) waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements, and eligibility waiting periods under any new plan that is a welfare benefit plan to be waived with respect to continuing employees and their eligible dependents, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and eligibility waiting periods would not have been satisfied or waived under the comparable ODP plan immediately prior to the effective time (such plans, collectively, the “old plans”), (b) recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses paid by continuing employees and their covered dependents under the applicable old plan (including, for the avoidance of doubt, each COBRA participant and covered spouses and dependents) during the plan year in which the effective time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which such continuing employee (and the dependents thereof) will be eligible to participate during the portion of such plan year from and after the effective time and (c) to the extent that it would not result in a duplication of benefits and to the extent that such service was recognized under a similar ODP Plan immediately prior to closing, give each continuing employee service credit for such continuing employee’s employment with ODP (and its predecessors) for purposes of eligibility to participate, level of benefits, vesting (other than in respect of any incentive compensation plan or agreement) and benefit accrual (but excluding benefit accrual under any defined benefit pension plan or retiree health and welfare arrangements) under each applicable new plan.

It is also anticipated that:

Subject to the terms and conditions of the merger agreement, ODP, Parent and Merger Sub shall (and, in the case of Parent, shall cause the Parent group to) use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations or pursuant to any contract or agreement to cause the conditions to the closing of the merger to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the end date) and to consummate the merger and the other transactions contemplated by the merger agreement as soon as reasonably practicable, including (a) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings, (b) obtaining as promptly as reasonably practicable (and in any event no later than the end date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any governmental entity in order to consummate the transactions contemplated by the merger

agreement and (c) executing and delivering any additional instruments necessary to consummate the transactions contemplated by the merger agreement. In furtherance and not in limitation of the foregoing, (i) each party to the merger agreement will file, or cause to be filed, all appropriate Notification and Report Forms pursuant to the HSR Act within 20 business days after September 22, 2025, and to cause the filings made under the HSR Act to be considered for a grant of early termination and (ii) each party to the merger agreement will file, or cause to be filed, any filing (or, for jurisdictions where submission of a draft prior to formal notification is appropriate, a draft thereof) required under any other applicable antitrust or foreign investment law with respect to the transactions contemplated by the merger agreement as promptly as practicable and in any event within 20 business days of September 22, 2025 (unless otherwise agreed to by the parties to the merger agreement), and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or such other antitrust or foreign investment law and to take any and all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or such other antitrust or foreign investment law as soon as practicable.

In connection with the efforts and obligations referenced in the paragraph above to obtain all requisite actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations for the transactions contemplated by the merger agreement under the HSR Act or any other applicable antitrust or foreign investment law, each of Parent and Merger Sub, on the one hand, and ODP, on the other hand, will (a) consult and cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (b) subject to applicable law, furnish to the other party as promptly as reasonably practicable all information required for any application or other filing to be made by the other party pursuant to any applicable law in connection with the transactions contemplated by the merger agreement; (c) promptly notify the other party of any communication received by such party from, or given by such party to, the FTC, the Antitrust Division or any other U.S. or foreign governmental entity, and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by the merger agreement and, subject to applicable law, furnish the other party promptly with copies of all correspondence, filings and communications between them and the FTC, the Antitrust Division or any other governmental entity with respect to the transactions contemplated by the merger agreement; (d) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by the FTC, the Antitrust Division or by any other governmental entity in respect of such registrations, declarations and filings or such transactions; and (e) permit the other party to review any communication given by it to, and consult with each other in advance, and consider in good faith the other party’s reasonable comments in connection with, any filing, notice, application, submission, communication, meeting or conference with the FTC, the Antitrust Division or any other governmental entity or, in connection with any proceeding by a private party, with any other person. No party to the merger agreement shall independently participate in any substantive meeting or communication with any governmental entity in respect of any such filing, investigation or other inquiry relating to the above without giving the other parties to the merger agreement sufficient prior notice of the meeting and, to the extent permitted by such governmental entity, the opportunity to attend or participate in such meeting or communication. Without limiting the foregoing, Parent shall have the right to direct the strategy with respect to actions to obtain all required approvals relating to the above, including deciding whether the parties to the merger agreement commit to or agree with any governmental entity to stay, toll or extend any applicable waiting period, “pull-and-refile” pursuant to 16 C.F.R. 804.16 any filing made under the HSR Act, enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated by the merger agreement; provided, that Parent shall cooperate and consult in good faith with ODP regarding such action.

Notwithstanding anything to the contrary set forth in the merger agreement, and in furtherance and not in limitation of the foregoing, Parent shall, and shall cause each member of the Parent group to, take any and all steps necessary, proper or advisable to (a) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by the merger agreement under any antitrust or foreign investment law or (b) avoid the entry of, effect the dissolution of, and have vacated, modified, suspended, eliminated, lifted, reversed or overturned, any decree, decision, determination, order or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, that would, or would reasonably be expected to, prevent, restrain, enjoin, prohibit, make unlawful, restrict or delay the consummation

of the contemplated transactions, so as to enable the parties to the merger agreement to close the contemplated transactions as expeditiously as practicable (but in no event later than the end date), including (i) the defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any person or entity (including any governmental entity) seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the merger agreement and (ii) (A) proposing, negotiating, committing to, agreeing to and effecting, by consent decree, hold separate orders or otherwise, the sale, lease, divestiture, disposition or license (or holding separate pending such disposition) of any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses of Parent or any member of the Parent group, or ODP or its subsidiaries or any interest therein, (B) otherwise taking or committing or agreeing to restrictions or actions that, after the effective time, would limit Parent’s, any member of the Parent group’s or ODP’s or its subsidiaries’ freedom of action or operations with respect to, or its or their ability to retain, any assets, operations, rights, product lines, licenses, properties, products, services or businesses of Parent, the Parent group or ODP or its subsidiaries or any interest or interests therein, (C) restricting, limiting or eliminating any governance rights (including voting power, consent rights, board of directors nomination or designation rights, board observer rights and ownership or equity interests) with respect to Parent or its affiliates (including ODP) and their respective subsidiaries or (D) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations, and promptly effecting the sale, lease, license, divestiture, disposal and holding separate of, assets, operations, rights, product lines, licenses, properties, products, services or businesses of Parent, the Parent group, or ODP or its subsidiaries or any interest or interests therein and the entry into agreements with, and submission to orders of, the relevant governmental entity giving effect thereto or to such restrictions or actions (such sale, lease, license, divestiture, disposal and holding separate or other action described in clause (ii), a “regulatory remedy”). The foregoing shall not require ODP to effectuate or agree to effectuate any regulatory remedy unless such regulatory remedy is conditioned upon the closing of the merger and only effective following the closing of the merger. Notwithstanding the foregoing or any other provision of the merger agreement, the Parent group (as defined in the merger agreement) shall not be required to agree to any regulatory remedy with respect to (x) any affiliate (other than the “ultimate parent entity” of Parent (as such term is defined in C.F.R. 801.1(a)(3)) and any subsidiary of Parent) and, subject to clause (y) of this paragraph, each entity “controlled” by such “ultimate parent entity” (as such term is defined in 16 C.F.R. 801.1(a)(3)) or (y) any portfolio company (other than with respect to ODP and its subsidiaries).

Subject to the obligations described above, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a governmental entity or private party challenging the merger or any other transaction contemplated by the merger agreement or by any other agreement contemplated by the merger agreement, (a) each party to the merger agreement shall, and Parent shall cause each member of the Parent group to, cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, modified, suspended, eliminated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prevents, restrains, enjoins, prohibits, makes unlawful, restricts or delays consummation of the transactions contemplated by the merger agreement and (b) Parent and Merger Sub shall, and Parent shall cause each member of the Parent group (as defined in the merger agreement) to, defend, at their cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by the merger agreement. Notwithstanding the foregoing, no party to the merger agreement shall be required to agree to any term or take any action in connection with its obligations in this paragraph that is not conditioned upon consummation of the merger. Notwithstanding the foregoing, except as expressly set forth in the provisions of the merger agreement relating to the conditions to the obligations of each party to the merger agreement to effect the merger, obtaining any approval or consent from any Person pursuant to the merger agreement shall not be a condition to the obligations of the parties to the merger agreement to consummate the transactions contemplated by the merger agreement.

Parent shall, and shall cause its subsidiaries, the “ultimate parent entity” of Parent (as such term is defined in C.F.R. 801.1(a)(3)) and each entity “controlled” by such “ultimate parent entity” (as such term is defined in C.F.R. 801.1(a)(3)), not to, take any action, including acquiring or agreeing to acquire, including by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any person, corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, properties or equity interests, if the entering into of a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation or such other

action would reasonably be expected to (a) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any governmental entity necessary to consummate the transactions contemplated by the merger agreement or the expiration or termination of any applicable waiting period under antitrust or foreign investment laws; (b) materially increase the risk of any governmental entity seeking or entering an order prohibiting the consummation of the transactions contemplated by the merger agreement; (c) materially increase the risk of not being able to remove any such order on appeal under antitrust or foreign investment laws; or (d) otherwise materially delay or prevent the consummation of the transactions contemplated by the merger agreement.

Notwithstanding the foregoing, commercially or competitively sensitive information and materials of a party to the merger agreement may, as such party may deem advisable and necessary, be provided to the other party to the merger agreement on an outside-counsel-only basis while, to the extent feasible, making a version in which the commercially or competitively sensitive information has been redacted available to the other party to the merger agreement. Materials provided to the other party to the merger agreement or its counsel may be redacted to remove references (x) concerning ODP’s or its advisors’ analysis of the valuation of ODP, (y) as necessary to comply with contractual arrangements or address reasonable attorney-client privilege or confidentiality concerns or (z) concerning other competitively sensitive material.

From and after the effective time until the six-year anniversary of the date on which the effective time occurs, the surviving corporation shall, and Parent shall cause the surviving corporation to, indemnify and hold harmless each present (as of immediately prior to the effective time) and former director and officer of ODP or any of its subsidiaries (in each case, when acting in such capacity) (the “indemnified parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or awards paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and whether formal or informal, arising out of, relating to or in connection with matters existing or occurring at or prior to the effective time (including the fact that such person is or was a director or officer of ODP or any of its subsidiaries or serving in such capacity at the request thereof, or any acts or omissions occurring or alleged to have occurred prior to the effective time in such person’s capacity as a director or officer of ODP or any of its subsidiaries or serving in such capacity at the request thereof), whether asserted or claimed prior to, at or after the effective time, to the fullest extent that ODP would have been permitted under its certificate of incorporation and bylaws in effect on September 22, 2025 (or the corresponding organizational documents of any subsidiary of ODP) to indemnify such person (and the surviving corporation shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any proceeding (as defined in the merger agreement) in accordance with the terms (and subject to the conditions) of ODP’s certificate of incorporation and bylaws in effect on September 22, 2025; provided, that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification pursuant to the applicable provisions of the merger agreement). Notwithstanding anything to the contrary in the merger agreement, Parent shall not (and Parent shall cause the surviving corporation not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any action, unless such settlement, compromise, consent or termination includes an unconditional release of all of the indemnified parties covered by the action from all liability arising out of such action.

Any indemnified party wishing to claim indemnification under the applicable provisions of the merger agreement, upon learning of any proceeding, shall promptly notify Parent in writing thereof, but the failure to so notify shall not relieve Parent or the surviving corporation of any liability it may have to such indemnified party except to the extent such failure materially prejudices Parent, the surviving corporation or any of their respective affiliates. The provisions in the surviving corporation’s certificate of incorporation and bylaws with respect to indemnification, advancement of expenses and exculpation of former or present directors and officers of ODP, as of the effective time, shall (i) be no less favorable to such directors and officers than such provisions contained in ODP’s certificate of incorporation and bylaws in effect as of September 22, 2025 and (ii) not be amended, repealed or otherwise modified for a period of six years after the effective time in any manner that would adversely affect the rights thereunder of any such individuals.

ODP shall purchase from insurance carriers with equal or higher comparable credit ratings to the insurers under the existing D&O policies, no later than the effective time, a six-year prepaid “tail” directors’ and officers’

liability insurance and fiduciary liability insurance policy (the “tail policy”) effective as of the effective time providing limits and terms and conditions that are no less advantageous to the insured than the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by ODP and its subsidiaries as of September 22, 2025 (the “existing D&O policies”) with respect to claims arising from facts or events that occurred at or before the effective time, including the transactions contemplated by the merger agreement; provided, that the premium for such tail policy shall not exceed 300% of the aggregate annual premium paid by ODP and its subsidiaries for the existing D&O policies; provided, further, that if the premium for such tail policy would exceed such amount, ODP shall purchase the greatest amount of such coverage available for such amount. Parent agrees to cause the surviving corporation to honor and perform under all indemnification agreements entered into by ODP or any of its subsidiaries with any indemnified party in effect as of September 22, 2025.

The merger agreement contains additional agreements among ODP, Parent and Merger Sub relating to, among other matters:

The respective obligations of each of ODP, Parent and Merger Sub to effect the merger are subject to the satisfaction (or written waiver by ODP and Parent (to the extent permitted by applicable law)) at or prior to the effective time of the following conditions:

The obligations of Parent and Merger Sub to effect the merger are also subject to the satisfaction (or written waiver by Parent (to the extent permitted by applicable law)) at or prior to the effective time of the following conditions:

The obligations of ODP to effect the merger are also subject to the satisfaction (or written waiver by ODP (to the extent permitted by applicable law)) at or prior to the effective time of the following conditions:

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time, notwithstanding the company requisite vote having been obtained, as follows:

by written notice from ODP to Parent:

by written notice from Parent to ODP:

ODP must pay to Parent a termination fee of $36,560,000 in the event that:

Had ODP terminated the merger agreement due to entering into a definitive agreement with respect to a superior proposal by 11:59 p.m., New York City time, on October 6, 2025, the company termination payment would have been $16,870,000.

ODP must pay or cause to be paid to Parent the actual and documented out-of-pocket fees and expenses incurred by Parent and its affiliates on or prior to the termination of the merger agreement in connection with the transactions contemplated by the merger agreement, including any financing thereof, in an amount equal to $3,500,000, in the event that the merger agreement is terminated by Parent or ODP because the company requisite vote has not been obtained at the special meeting or at any postponement or adjournment thereof, in each case, at which a vote on the adoption of the merger agreement was taken.

If ODP fails to timely pay the company termination payment described above and, in order to obtain such payment, Parent or Merger Sub commences a suit that results in a judgment against ODP for the company termination payment, or any portion thereof, ODP will be required to pay to Parent its reasonable and documented out-of-pocket costs and expenses incurred in connection with such suit, together with interest on the amount of such payment from the date such payment was required to be made until the date of payment at the prime rate in effect on the date of such payment, as published in The Wall Street Journal, Eastern Edition, plus two percent. ODP will not be required to pay the company termination payment on more than one occasion.

If the merger agreement is validly terminated pursuant to its terms, the merger agreement will become void and there shall be no liability or obligation on the part of any party thereto, except as provided by certain provisions of the merger agreement, including those related to confidentiality, publicity, certain expense reimbursement and indemnification provisions related to Parent’s debt financing, the payment of the company termination payment and Parent expenses, payment of costs and expenses and certain other obligations, which will survive such termination in accordance with their respective terms and conditions; provided, that, subject to the limitation in the next sentence, the termination of the merger agreement will not relieve any party thereto of any liability for damages (which, subject to the applicable provisions of the merger agreement, will not be limited to reimbursement of expenses or out-of-pocket costs, and, in the case of liabilities or damages payable by Parent or Merger Sub, would include the benefits of the contemplated transactions lost by ODP’s stockholders, taking into consideration all relevant matters, including lost stockholder premium, other combination opportunities and the time value of money, which will be deemed in such event to be damages of such party) for such party’s willful breach (as defined in the merger agreement), in each case, prior to such termination of the merger agreement by any party thereto. In any circumstance in which Parent is paid the company termination payment by ODP pursuant to the applicable provisions of the merger agreement, the company termination payment and, if applicable, certain costs and expenses as described above in connection with collecting payments of such amounts, will be the sole and exclusive monetary remedy of Parent and certain of its related parties against ODP and certain of its related parties for any company transaction obligations (as defined in the merger agreement), but shall not relieve ODP of its confidentiality and publicity obligations under the merger agreement.

Except as otherwise specifically provided in the merger agreement, each party to the merger agreement will bear its own expenses in connection with the merger agreement and the transactions contemplated by the merger agreement. Filing fees incurred in connection with making any filings under any antitrust or foreign investment law shall be borne by Parent; provided, that the costs and expenses of counsel in connection with preparing such

filings and responding to any requests from any governmental entity with respect to antitrust or foreign investment law will be borne by the party to the merger agreement incurring such expenses. Expenses incurred in connection with the filing, printing and mailing of this proxy statement will be shared equally by Parent and ODP.

Subject to the provisions of applicable law, at any time before the effective time, the parties to the merger agreement may modify or amend the merger agreement only by written agreement, executed and delivered by duly authorized officers of the respective parties to the merger agreement.

At any time before the effective time, any party to the merger agreement may (a) extend the time for the performance of any of the obligations or other acts of the other parties to the merger agreement, (b) waive any inaccuracies in the representations and warranties contained in the merger agreement or in any document delivered pursuant thereto or (c) subject to the requirements of applicable law, waive compliance with any of the covenants, agreements or conditions contained in the merger agreement. Any such extension or waiver will only be valid if set forth in an instrument in writing signed by the party to the merger agreement or parties to the merger agreement to be bound thereby and specifically referencing the merger agreement.

The parties to the merger agreement will be entitled (in addition to any other remedy to which they are entitled in law or equity) to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of the merger agreement and to specifically enforce the terms and provisions of the merger agreement. ODP will be entitled to specific performance to cause Parent to cause the investors to fund their respective equity commitments pursuant to the commitment letter, subject to the terms and conditions set forth in the commitment letter and in accordance with the terms of the commitment letter and the merger agreement. Under no circumstances will ODP be permitted or entitled to receive both specific performance that results in the occurrence of the closing and payment of any monetary damages.

The merger agreement and any disputes relating thereto shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to choice of law or conflict of law principles thereof or of any other jurisdiction that would cause the application of any laws of any jurisdiction other than the State of Delaware).

Each of the parties to the merger agreement irrevocably (a) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware) in connection with any matter based upon or arising out of the merger agreement or any of the transactions contemplated by the merger agreement or the actions of Parent, Merger Sub or ODP in the negotiation, administration, performance or enforcement thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to the merger agreement or any of the transactions contemplated by the merger agreement in any court other than the courts of the State of Delaware, as described above, and (d) consents to service being made through the notice procedures set forth in the merger agreement

In accordance with Section 14A of the Exchange Act, ODP is providing its stockholders with the opportunity to cast a non-binding, advisory vote on the compensation that will be paid or may become payable to the named executive officers of ODP in connection with the merger, the value of which is set forth in the table entitled “Golden Parachute Compensation” in the section of this proxy statement entitled “The Merger Proposal (Proposal 1)—Interests of ODP’s Executive Officers and Directors in the Merger” beginning on page 59. This proposal, commonly known as “say-on-golden parachutes,” is referred to in this proxy statement as the named executive officer merger-related compensation proposal. As required by Section 14A of the Exchange Act, ODP is asking its stockholders to vote on the adoption of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to ODP’s named executive officers in connection with the merger, as disclosed under “The Merger Proposal (Proposal 1)—Interests of ODP’s Executive Officers and Directors in the Merger—Potential Merger-Related Payments to Named Executive Officers,” including the table, associated footnotes and narrative discussion, is hereby APPROVED.”

The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote on the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the named executive officer merger-related compensation proposal, and vice versa. Because the vote to approve the named executive officer merger-related compensation proposal is only advisory in nature, it will not be binding on ODP, Parent or the surviving corporation. Accordingly, because ODP is contractually obligated to pay such merger-related compensation, the compensation will be paid or payable, subject only to the conditions applicable thereto, if the merger proposal is approved, regardless of the outcome of the advisory vote.

Assuming a quorum is present, approval of the named executive officer merger-related compensation proposal (on a non-binding basis) requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of ODP common stock present in person or represented by proxy at the online special meeting and entitled to vote thereon. Abstentions and broker non-votes, if any, will have no effect on the outcome of the named executive officer merger-related compensation proposal. If you sign and return a proxy and do not indicate how you wish to vote on the named executive officer merger-related compensation proposal, your shares will be voted in favor of the named executive officer merger-related compensation proposal.

The ODP Board unanimously recommends that ODP stockholders vote “FOR” the named executive officer merger-related compensation proposal.

ODP stockholders are being asked to approve a proposal that will give ODP the authority to adjourn the special meeting from time to time, as determined in accordance with the merger agreement by the ODP Board, including as reasonably necessary for the purpose of soliciting additional proxies in favor of the merger proposal if there are insufficient votes at the time of the special meeting to approve the merger proposal. If a quorum is not present, the presiding officer at the special meeting may adjourn the special meeting from time to time until a quorum is present. If the adjournment is for more than 30 days, or if, after the adjournment, a new record date is fixed for the adjourned special meeting, a notice of the adjourned special meeting will be given to each stockholder of record entitled to vote at the meeting in accordance with ODP’s bylaws. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals.

Assuming a quorum is present, approval of the adjournment proposal requires the vote of the holders of a majority of the outstanding shares of ODP common stock present in person or represented by proxy at the special meeting. Abstentions and broker non-votes, if any, will have no effect on the outcome of the adjournment proposal. If you sign and return a proxy and do not indicate how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal. ODP does not intend to call a vote on this proposal if the merger proposal has been approved at the special meeting.

The ODP Board unanimously recommends that ODP stockholders vote “FOR” the adjournment proposal.

ODP common stock trades on Nasdaq under the symbol “ODP”. The following table shows the high and low closing sales price of ODP common stock for ODP’s fourth fiscal quarter of 2025 (through [•], 2025, the latest practicable date before the printing of this proxy statement) and each of ODP’s preceding fiscal quarters in 2025, 2024, 2023 and 2022.