Item 3.02. Unregistered Sales of Equity Securities.

On January 29, 2021, in connection with the closing of an acquisition of a business services software company, The ODP Corporation (the "Company") issued 827,498 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), to former stockholders (the "Holders") of the acquired company as partial consideration for the acquisition. The issuance of Common Stock was not registered under the Securities Act of 1933, as amended (the "Securities Act"). Such shares were issued in a private placement exempt from the registration requirements of the Securities Act in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D for issuances to less than 35 non-accredited investors.

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