Item 5. Other Information
Item 5. Other Information
On December 19, 2024 , Danielle Benedict , our Chief Human Resources Officer , entered into a 10b5-1 sales plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. The plan provides for the potential sale, on the dates and at the prices set forth in the plan, of up to 11,655 shares of common stock. The plan terminates upon the earlier of December 5, 2025 or the date all trades pursuant to such sales plan are executed.
Effective in January 2025, Mark Bushway was appointed the Company’s President of Natural, Organic, Specialty and Fresh Products and UNFI Chief Supply Chain Officer , a Section 16 officer role. On October 18, 2024 , prior to his appointment as a Section 16 officer, Mr. Bushway entered into a 10b5-1 sales plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, that provided for the sale, on the dates and at the prices set forth in the plan, of up to 35,000 shares of common stock. The plan terminated on February 12, 2025 , the date all trades pursuant to such plan were executed.
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Item 6. Exhibits
Exhibit No. Description
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** Fourth Amended and Restated United Natural Foods, Inc. 2020 Equity Incentive Plan (filed as Annex A to the Registrant’s Proxy Statement on Form DEF 14A filed on November 6, 2024).
10.2* ** Form of RSU Award Agreement (for grants made on or after December 19, 2024) pursuant to the Registrant’s Fourth Amended and Restated 2020 Equity Incentive Plan.
10.3* ** Form of PSU Award Agreement (for grants made on or after December 19, 2024) pursuant to the Registrant’s Fourth Amended and Restated 2020 Equity Incentive Plan.
10.4* ** Form of RSU Award Agreement (CEO) (for grants made on or after December 19, 2024) pursuant to the Registrant’s Fourth Amended and Restated 2020 Equity Incentive Plan.
10.5* ** Form of PSU Award Agreement (CEO) (for grants made on or after December 19, 2024) pursuant to the Registrant’s Fourth Amended and Restated 2020 Equity Incentive Plan.
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 February 1, 2025, 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, (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 second quarter of fiscal 2025, filed with the SEC on March 11, 2025, formatted in Inline XBRL (included as Exhibit 101).
______________________________________________
* Filed herewith.
** Denotes a management contract or compensatory plan or arrangement.
* * *
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SIGNATURES
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.
/s/ GIORGIO MATTEO TARDITI
Giorgio Matteo Tarditi
President and Chief Financial Officer
(Principal Financial Officer and duly authorized officer)
Dated: March 11, 2025
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