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Item 2. Unregistered Sales of Equity Securities

2023-12-06 compared with 2023-06-07 · 40 added, 13 removed, 3 unchanged (95% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

On September 21, 2022, our Board of Directors authorized a new repurchase program for up to $200 million of our common stock over a term of four years (the “2022 Repurchase Program”).

Any repurchases are made in accordance with applicable securities laws from time to time in the open market, through privately negotiated transactions, or otherwise.

Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

On September 21, 2022, our Board of Directors authorized the 2022 Repurchase Program for up to $200 million of our common stock over a term of four years.

Under the 2022 Repurchase Program, we have repurchased approximately 1,888,000 shares of our common stock for a total cost of $62 million.

We did not repurchase any shares of our common stock in the first quarter of fiscal 2024.

As of October 28, 2023, we had $138 million remaining authorized under the 2022 Repurchase Program.

Any repurchases are intended to be made in accordance with applicable securities laws from time to time in the open market, through privately negotiated transactions or otherwise.

With respect to open market purchases, we may use a plan or plans meeting the conditions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which allows us to repurchase shares during periods when we otherwise might be prevented from doing so under insider trading laws or because of self-imposed blackout periods.

We manage the timing of any repurchases in response to market conditions and other relevant factors, including any limitations on our ability to make repurchases under the terms of our ABL Credit Facility, Term Loan Facility and Senior Notes.

The following table presents purchases of our common stock and related information for each of the months in the quarter ended April 29, 2023.

(in millions, except shares and per share amounts) Total Number of Shares Purchased (2)

Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3)

January 29, 2023 to March 4, 2023 181,292 $ 41.54 181,292 $ 164

March 5, 2023 to April 1, 2023 44,700 $ 36.64 32,732 $ 163

April 2, 2023 to April 29, 2023 155,109 $ 26.29 154,434 $ 159

Total 381,101 $ 34.76 368,458 $ 159

(1) The reported periods conform to our fiscal calendar.

(2) These amounts represent the deemed surrender by participants in our compensatory stock plans of 12,643 shares of our common stock to cover withholding taxes from the vesting of restricted stock units granted under such plans and the repurchase of 368,458 shares of our common stock under the 2022 Repurchase Program.

(3) The amounts shown in this column represent the amount remaining under the 2022 Repurchase Program as of March 4, 2023, April 1, 2023 and April 29, 2023.

We are limited in the aggregate amount of dividends that we may pay under the terms of our Term Loan Facility, ABL Credit Facility and Senior Notes.

2.1 Agreement and Plan of Merger, dated July 25, 2018, by and among SUPERVALU INC., SUPERVALU Enterprises, Inc., the Registrant and Jedi Merger Sub, Inc.

(incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 26, 2018).

2.2 First Amendment to Agreement and Plan of Merger, dated as of October 10, 2018, by and among United Natural Foods, Inc., Jedi Merger Sub, Inc., SUPERVALU INC.

and SUPERVALU Enterprises, Inc.

(incorporated by reference to Registrant’s Current Report on Form 8-K, filed on October 10, 2018).

3.1 Certificate of Incorporation of the Registrant, as amended (restated for SEC filing purposes only) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2015).

3.2 Fifth Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant's Annual Report on Form 10-Q for the quarter ended April 29, 2023).

10.1** United Natural Foods, Inc.

Annual Incentive Plan, as further amended, effective as of September 21, 2023 (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 29, 2023).

10.2** Form of RSU Award Agreement (CEO) (for grants made after September 21, 2023) pursuant to the Registrant’s Second Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2023).

10.3** Form of PSU Award Agreement (CEO) (for grants made after September 21, 2023) pursuant to the Registrant’s Second Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2023).

10.4** Form of RSU Award Agreement (for grants made after September 21, 2023) pursuant to the Registrant’s Second Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2023).

10.5** Form of PSU Award Agreement (for grants made after September 21, 2023) pursuant to the Registrant’s Second Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2023).

10.6** Form of RSU Award Agreement (Director) (for grants made after September 21, 2023) pursuant to the Registrant’s Second Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2023).

10.7** Form of Indemnification Agreement (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2023).

10.8 Cooperation Agreement, dated as of September 25, 2023, by and among JCP Investment Partnership, LP, a Texas limited partnership, JCP Investment Partners, LP, a Texas limited partnership, JCP Investment Holdings, LLC, a Texas limited liability company, JCP Investment Management, LLC, a Texas limited liability company, and James C.

Pappas, and United Natural Foods, Inc., a Delaware corporation (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on September 26, 2023).

31.1* Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* Certification of CEO pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2* Certification of CFO pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101* The following materials from the United Natural Foods, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2023, formatted in Inline XBRL (Extensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.

104 The cover page from our Quarterly Report on Form 10-Q for the first quarter of fiscal 2024, filed with the SEC on December 6, 2023, formatted in Inline XBRL (included as Exhibit 101).

______________________________________________

* Filed herewith.

** Denotes a management contract or compensatory plan or arrangement.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UNITED NATURAL FOODS, INC.

Chief Financial Officer

(Principal Financial Officer and duly authorized officer)

December 6, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities