What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-10-01 compared with 2024-10-01 · 371 added, 287 removed, 1290 unchanged (34% of the section changed)

15 unchanged sentences

We have audited the accompanying consolidated balance sheets of United Natural Foods, Inc.

and subsidiaries (the Company) as of August 3, 2024 and July 29, 2023, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended August 3, 2024, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of August 2, 2025 and August 3, 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended August 2, 2025, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of August 2, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 3, 2024 and July 29, 2023, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended August 3, 2024, in conformity with U.S.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 2, 2025 and August 3, 2024, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended August 2, 2025, in conformity with U.S.

generally accepted accounting principles.

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Minneapolis, Minnesota

October 1, 2024

September 30, 2025

UNITED NATURAL FOODS, INC.

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(in millions, except for par values)

2024 July 29,

2025 August 3,

Cash and cash equivalents $ 44 $ 40

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63.1 shares issued and 60.6 shares outstanding at August 2, 2025;

61.0 shares issued and 58.5 shares outstanding at July 29, 2023

62.0 shares issued and 59.5 shares outstanding at August 3, 2024

Additional paid-in capital 658 635

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August 2, 2025

July 29, 2023

August 3, 2024

July 29, 2023

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Restructuring, acquisition and integration related expenses 94 36 8

Loss (gain) on sale of assets and other asset charges 57 30 ( 87 )

Operating income 8 120 423

Loss on sale of assets and other asset charges 42 57 30

Operating (loss) income ( 31 ) 8 120

Net periodic benefit income, excluding service cost ( 20 ) ( 15 ) ( 29 )

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(Loss) income before income taxes ( 154 ) ( 137 ) 7

(Benefit) provision for income taxes ( 27 ) ( 23 ) 56

Benefit for income taxes ( 39 ) ( 27 ) ( 23 )

Net (loss) income including noncontrolling interests ( 115 ) ( 110 ) 30

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August 2, 2025

July 29, 2023

August 3, 2024

July 29, 2023

Net (loss) income including noncontrolling interests $ ( 115 ) $ ( 110 ) $ 30

Other comprehensive (loss) income:

Other comprehensive income (loss):

Recognition of pension and other postretirement benefit obligations, net of tax (1)

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Recognition of interest rate swap cash flow hedges, net of tax (2)

( 2 ) ( 15 ) 14

Foreign currency translation adjustments 1 ( 3 ) ( 2 )

Recognition of other cash flow derivatives, net of tax (3)

Total other comprehensive (loss) income ( 19 ) ( 8 ) 19

Total other comprehensive income (loss) 5 ( 19 ) ( 8 )

Less comprehensive income attributable to noncontrolling interests ( 3 ) ( 2 ) ( 6 )

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$ ( 113 ) $ ( 131 ) $ 16

(1) Amounts are net of tax (benefit) expense of $ 0 million , $( 7 ) million and $( 12 ) million , respectively.

(2) Amounts are net of tax (benefit) expense of $( 5 ) million , $ 5 million and $ 22 million , respectively.

(1) Amounts are net of tax expense (benefit) of $ 2 million , $ 0 million and $( 7 ) million , respectively.

(2) Amounts are net of tax (benefit) expense of $( 1 ) million , $( 5 ) million and $ 5 million , respectively.

(3) Amounts are net of tax benefit of $ 0 million , $ 0 million , and $( 1 ) million , respectively.

See accompanying Notes to Consolidated Financial Statements.

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Share-based compensation — — — — 38 — — 38 — 38

Other comprehensive income — — — — — 19 — 19 — 19

Repurchases of common stock — — 1.9 ( 62 ) — — — ( 62 ) — ( 62 )

Other comprehensive loss — — — — — ( 8 ) — ( 8 ) — ( 8 )

Distributions to noncontrolling interests — — — — — — — — ( 6 ) ( 6 )

Proceeds from issuance of common stock, net 0.2 — — — 8 — — 8 — 8

Acquisition of noncontrolling interests — — — — ( 2 ) — — ( 2 ) — ( 2 )

Net income — — — — — — 24 24 6 30

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Share-based compensation — — — — 39 — — 39 — 39

Repurchases of common stock — — 1.9 ( 62 ) — — — ( 62 ) — ( 62 )

Other comprehensive loss — — — — — ( 19 ) — ( 19 ) — ( 19 )

Distributions to noncontrolling interests — — — — — — — — ( 4 ) ( 4 )

Net income — — — — — — 24 24 6 30

Balances at July 29, 2023 61.0 $ 1 2.5 $ ( 86 ) $ 606 $ ( 28 ) $ 1,250 $ 1,743 $ 1 $ 1,744

Acquisition of noncontrolling interests — — — — ( 3 ) — — ( 3 ) 1 ( 2 )

Net (loss) income — — — — — — ( 112 ) ( 112 ) 2 ( 110 )

Balances at August 3, 2024 62.0 $ 1 2.5 $ ( 86 ) $ 635 $ ( 47 ) $ 1,138 $ 1,641 $ — $ 1,641

Restricted stock vestings 1.1 — — — ( 10 ) — — ( 10 ) — ( 10 )

Share-based compensation — — — — 37 — — 37 — 37

Other comprehensive loss — — — — — ( 19 ) — ( 19 ) — ( 19 )

Other comprehensive income — — — — — 5 — 5 — 5

Distributions to noncontrolling interests — — — — — — — — ( 4 ) ( 4 )

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(in millions) August 2, 2025

July 29, 2023

August 3, 2024

July 29, 2023

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Long-lived asset impairment charges 25 43 25

Closed property and other restructuring charges — — 2

Net pension and other postretirement benefit income ( 20 ) ( 15 ) ( 29 )

Deferred income tax (benefit) expense ( 49 ) ( 36 ) 55

LIFO charge 7 119 158

Deferred income tax benefit ( 56 ) ( 49 ) ( 36 )

LIFO (benefit) charge ( 2 ) 7 119

Provision (recoveries) for losses on receivables 3 3 ( 1 )

Loss on debt extinguishment 4 — —

Non-cash interest expense and other adjustments 5 18 13

Changes in operating assets and liabilities, net of acquired businesses

Changes in operating assets and liabilities

Accounts and notes receivable ( 142 ) ( 68 ) 327

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Repurchases of common stock — — ( 62 )

Proceeds from the issuance of common stock and exercise of stock options — — 8

Payments of employee restricted stock tax withholdings ( 10 ) ( 7 ) ( 40 )

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Other — ( 2 ) —

Net cash provided by (used in) financing activities 92 ( 292 ) ( 279 )

Net cash (used in) provided by financing activities ( 248 ) 92 ( 292 )

EFFECT OF EXCHANGE RATE ON CASH — — —

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Cash paid for interest $ 147 $ 159 $ 133

Cash (refunds) payments for federal, state and foreign income taxes, net $ ( 14 ) $ ( 5 ) $ 5

Cash payments (refunds) for federal, state and foreign income taxes, net $ 4 $ ( 14 ) $ ( 5 )

Additions of property and equipment included in Accounts payable $ 7 $ 21 $ 32

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The Company sells its products primarily throughout the United States and Canada.

Effective for the fourth quarter of fiscal 2025, the Company updated its segment reporting structure to align with how the business is now operated and managed, following the divisional realignment and organizational changes that began during the second quarter of fiscal 2025.

Prior periods have been recast to conform to the Company’s new reportable segments, which are as follows:

• Natural , which primarily reflects the wholesale distribution of natural, organic and specialty grocery and non-food products and services and includes the Company’s portfolio of natural owned brands and natural and organic snack food manufacturing business;

• Conventional , which primarily reflects the wholesale distribution of conventional grocery and non-food products and services and includes the Company’s portfolio of conventional owned brands;

• Retail , which reflects the Company’s grocery and liquor stores operating under the Cub® Foods and Shoppers® banners that sell products directly to consumers.

Refer to Note 16—Business Segments for additional information.

Cybersecurity Incident

In the fourth quarter of fiscal 2025, the Company became aware of unauthorized activity on certain information technology systems.

The Company promptly activated its incident response plan and implemented containment measures, including proactively taking certain systems offline (the “Cybersecurity Incident”).

During fiscal 2025, the Company recognized expenses related to the Cybersecurity Incident in Gross profit and Operating expenses in the Consolidated Statements of Operations.

The Company maintains insurance coverage to limit its exposure to losses such as those related to the Cybersecurity Incident.

The Company has submitted, and intends to continue to submit, claims to its insurers for reimbursement of some of the costs, expenses, and losses stemming from the Cybersecurity Incident and expects that the full claim and settlement process will extend throughout fiscal 2026.

The timing of recognizing insurance recoveries will differ from the timing of recognizing the associated expenses.

The Company’s fiscal years end on the Saturday closest to July 31 and contain either 52 or 53 weeks.

References to fiscal 2025, fiscal 2024 and fiscal 2023, or 2025, 2024 and 2023, as presented in tabular disclosure, relate to the 52-week, 53-week and 52-week fiscal periods ended August 2, 2025, August 3, 2024 and July 29, 2023, respectively.

Fiscal 2024 contained 53 weeks with the fourth quarter of fiscal 2024 containing 14 weeks.

References to fiscal 2024, fiscal 2023 and fiscal 2022, or 2024, 2023 and 2022, as presented in tabular disclosure, relate to the 53-week, 52-week and 52-week fiscal periods ended August 3, 2024, July 29, 2023 and July 30, 2022, respectively.

Basis of Presentation

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All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Reclassifications

Within the Consolidated Financial Statements certain immaterial amounts have been reclassified to conform with current year presentation.

These reclassifications had no impact on reported net (loss) income, cash flows, or total assets and liabilities.

Our Net sales consist primarily of product sales of natural, organic, specialty, produce, and conventional grocery and non-food products, adjusted for customer volume discounts, vendor incentives when applicable, returns and allowances, and professional services revenue.

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Restructuring, Acquisition and Integration Related Expenses

Restructuring, acquisition and integration related expenses reflect expenses resulting from restructuring activities, including severance costs, share-based compensation acceleration charges and acquisition and integration related expenses.

Restructuring, acquisition and integration related expenses reflect expenses resulting from restructuring activities, including severance costs, facility closure costs, contract exit-related costs, share-based compensation acceleration charges and acquisition and integration related expenses.

Integration related expenses include certain professional consulting expenses and incremental expenses related to combining facilities required to optimize our distribution network as a result of acquisitions.

Loss (Gain) on Sale of Assets and Other Asset Charges

Loss (gain) on sale of assets and other asset charges primarily includes losses (gains) on sales of assets, losses on sales of financial assets, and asset impairments.

In fiscal 2024, the Company recorded impairment charges related to one of our corporate-owned office locations, certain leased and owned distribution centers and certain retail store locations.

Loss on Sale of Assets and Other Asset Charges

Loss on sale of assets and other asset charges primarily includes losses (gains) on sales of assets, losses on sales of financial assets, and asset impairments.

In fiscal 2025, the Company recorded an impairment charge related to its Allentown, Pennsylvania distribution center.

Refer to Note 5—Property and Equipment, Net and Note 11—Leases for additional information on this impairment charge.

In fiscal 2024, the Company recorded impairment charges related to one of its corporate-owned office locations, certain leased and owned distribution centers and certain retail store locations.

Refer to Note 5—Property and Equipment, Net for additional information on these impairment charges.

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Refer to Note 6—Goodwill and Intangible Assets, Net for additional information on this impairment charge.

In fiscal 2022, the Company recorded a gain on sale related to our Riverside, California distribution center.

Refer to Note 11—Leases for additional information on this gain on sale.

Interest Expense, Net

Interest expense, net includes primarily interest expense on long-term debt, net of capitalized interest, loss on debt extinguishment, interest expense on finance lease obligations, amortization of financing costs and discounts, and interest income.

Use of Estimates

Actual results could differ from those estimates.

Reclassifications

Within the Consolidated Financial Statements certain immaterial amounts have been reclassified to conform with current year presentation.

These reclassifications had no impact on reported net (loss) income, cash flows, or total assets and liabilities.

Cash and Cash Equivalents

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Checks outstanding in excess of bank balances create book overdrafts, which are recorded in Accounts payable in the Consolidated Balance Sheets and are reflected as an operating activity in the Consolidated Statements of Cash Flows.

As of August 3, 2024 and July 29, 2023, the Company had net book overdrafts of $ 243 million and $ 308 million, respectively.

As of August 2, 2025 and August 3, 2024, the Company had net book overdrafts of $ 267 million and $ 243 million, respectively.

Accounts Receivable, Net

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Allowances for inventory shortages are recorded based on the results of these counts.

During fiscal 2024, inventory quantities in certain LIFO layers were reduced.

These reductions resulted in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the cost of fiscal 2024 purchases, the effect of which decreased Cost of sales by approximately $ 15 million in fiscal 2024.

As of August 3, 2024 and July 29, 2023, approximately $ 1.9 billion and $ 2.0 billion, respectively, of inventory was valued under the LIFO method, before the application of a LIFO reserve, and primarily included grocery, frozen food and general merchandise products, with the remaining inventory valued under the first-in, first-out (“FIFO”) method and primarily included meat, dairy and deli products.

The LIFO reserve was $ 351 million and $ 344 million as of August 3, 2024 and July 29, 2023, respectively, which is recorded within Inventories, net on the Consolidated Balance Sheets.

During fiscal 2025 and fiscal 2024, inventory quantities in certain LIFO layers were reduced.

These reductions resulted in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the cost of fiscal 2025 and fiscal 2024 purchases, the effect of which decreased Cost of sales by approximately $ 28 million in fiscal 2025 and $ 15 million in fiscal 2024.

As of August 2, 2025 and August 3, 2024, approximately $ 1.8 billion and $ 1.9 billion, respectively, of inventory was valued under the LIFO method, before the application of a LIFO reserve, and primarily included grocery, frozen food and general merchandise products, with the remaining inventory valued under the first-in, first-out (“FIFO”) method and primarily included meat, dairy and deli products.

The LIFO reserve was $ 349 million and $ 351 million as of August 2, 2025 and August 3, 2024, respectively, which is recorded within Inventories, net on the Consolidated Balance Sheets.

Property and Equipment, Net and Amortizing Intangible Assets

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Once a cloud computing arrangement is ready for its intended use, the capitalized implementation costs are amortized on a straight-line basis over the term of the related hosting agreement, including renewal periods that are reasonably certain to be exercised, and expensed in the same line item in the Consolidated Statements of Operations as the associated hosting fees.

The net book value of these capitalized implementation costs was $ 51 million and $ 28 million as of August 3, 2024 and July 29, 2023, respectively.

The net book value of these capitalized implementation costs was $ 52 million and $ 51 million as of August 2, 2025 and August 3, 2024, respectively.

Amortization expense was $ 8 million, $ 4 million and $ 2 million for fiscal 2025, 2024 and 2023, respectively.

1 unchanged sentence

Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

A deferred tax asset is recognized if it is more likely than not that a tax benefit will be realized.

A valuation allowance is established when necessary to reduce deferred tax assets to amounts that are more likely than not expected to be realized.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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The grant date closing price per share of the Company’s stock is used to determine the fair value of restricted stock units.

The Company classifies certain restricted stock unit awards that can or will be settled in cash as liability awards.

The fair value of liability-classified awards is remeasured at the end of each reporting period and adjustments resulting from remeasurement are recognized in earnings over the requisite service period.

The Company’s executive officers and members of senior management have been granted performance units which vest, when and if earned, in accordance with the terms of the related performance unit award agreements.

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dollar reporting currency, changes in the fair value of cash flow hedges, net of tax, and changes in defined pension and other postretirement benefit plan obligations, net of tax, less comprehensive income attributable to noncontrolling interests.

Accumulated other comprehensive loss represents the cumulative balance of Other comprehensive (loss) income, net of tax, as of the end of the reporting period and relates to foreign currency translation adjustments, and unrealized gains or losses on cash flow hedges, net of tax and changes in defined pension and other postretirement benefit plan obligations, net of tax.

Accumulated other comprehensive loss represents the cumulative balance of Other comprehensive income (loss), net of tax, as of the end of the reporting period and relates to foreign currency translation adjustments, and unrealized gains or losses on cash flow hedges, net of tax and changes in defined pension and other postretirement benefit plan obligations, net of tax.

Derivative Financial Instruments

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It is the Company’s policy to record the self-insured portion of workers’ compensation, general and automobile liabilities based upon actuarial methods to estimate the future cost of claims and related expenses that have been reported but not settled, and that have been incurred but not yet reported, discounted at a risk-free interest rate.

The present value of such claims was calculated using a discount rate of 4.8 % and 3.5 % as of August 3, 2024 and July 29, 2023, respectively.

The present value of such claims was calculated using a discount rate of 3.8 % and 4.8 % as of August 2, 2025 and August 3, 2024, respectively.

Changes in the Company’s self-insurance liabilities consisted of the following:

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Ending balance $ 100 $ 89 $ 97

The current portion of the self-insurance liability was $ 33 million and $ 34 million as of August 3, 2024 and July 29, 2023, respectively, and is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

The long-term portions were $ 56 million and $ 63 million as of August 3, 2024 and July 29, 2023, respectively, and are included in Other long-term liabilities in the Consolidated Balance Sheets.

The self-insurance liabilities as of the end of the fiscal year are net of discounts of $ 12 million and $ 8 million as of August 3, 2024 and July 29, 2023, respectively.

Amounts due from insurance companies were $ 33 million and $ 26 million as of August 3, 2024 and July 29, 2023, respectively, and are recorded in Prepaid expenses and other current assets and Other long-term assets.

The current portion of the self-insurance liability was $ 31 million and $ 33 million as of August 2, 2025 and August 3, 2024, respectively, and is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

The long-term portions were $ 69 million and $ 56 million as of August 2, 2025 and August 3, 2024, respectively, and are included in Other long-term liabilities in the Consolidated Balance Sheets.

The self-insurance liabilities as of the end of the fiscal year are net of discounts of $ 9 million and $ 12 million as of August 2, 2025 and August 3, 2024, respectively.

Amounts due from insurance companies were $ 25 million and $ 33 million as of August 2, 2025 and August 3, 2024, respectively, and are recorded in Prepaid expenses and other current assets and Other long-term assets.

At the inception or modification of a contract, the Company determines whether a lease exists and classifies its leases as an operating or finance lease at commencement.

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The Company calculates operating and finance lease impairments using a discount rate to calculate the present value of estimated subtenant rentals that could be reasonably obtained for the property.

Lease impairment charges for properties no longer used in operations are recorded as a component of Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations.

Lease impairment charges for properties no longer used in operations are recorded as a component of Loss on sale of assets and other asset charges in the Consolidated Statements of Operations.

The calculation of lease impairment charges requires significant judgments and estimates, including estimated subtenant rentals, discount rates and future cash flows based on the Company’s experience and knowledge of the market in which the property is located, previous efforts to dispose of similar assets and the assessment of existing market conditions.

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NOTE 2—RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-03, Fair Value Measurement (Topic 820):

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The amendments in this update also require additional disclosures for equity securities subject to contractual sale restrictions.

The Company is required to adopt the amendments in this update in the first quarter of fiscal 2025.

The Company has evaluated equity securities within the scope of the provisions of the new standard and does not expect the adoption to have a material impact on the Company’s consolidated financial statements.

The Company adopted this standard in the first quarter of fiscal 2025.

The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

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The amendments in this update also expand the interim segment disclosure requirements.

The Company is required to adopt the amendments in this update in fiscal 2025, and the interim disclosure requirements will be effective for the Company in the first quarter of fiscal 2026.

Early adoption is permitted.

The amendments in this update are required to be applied on a retrospective basis.

The Company is currently reviewing the provisions of the amendments in this update and evaluating their impact on the Company’s consolidated financial statements.

The Company adopted this standard in the fourth quarter of fiscal 2025, which resulted in additional disclosures in the notes to the consolidated financial statements.

Refer to Note 16—Business Segments for additional information.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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The Company is currently reviewing the provisions of the amendments in this update and evaluating their impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

ASU 2024-03 requires disclosure on an annual and interim basis, in the notes to the financial statements, of disaggregated information about specific categories underlying certain income statement expense line items.

The Company is required to adopt the amendments in this update in fiscal 2028, and the interim disclosure requirements will be effective for the Company in the first quarter of fiscal 2029.

Early adoption is permitted.

The amendments in this update should be applied on a prospective basis but can also be applied retrospectively.

The Company is currently reviewing the provisions of the amendments in this update and evaluating their impact on the Company’s consolidated financial statements.

NOTE 3—REVENUE RECOGNITION

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Disaggregation of Revenues

The Company records revenue to five customer channels within Net sales, which are described below:

• Chains , which consists of customer accounts that typically have more than 10 operating stores and excludes stores included within the Supernatural and Other channels defined below;

• Independent retailers , which includes smaller size accounts including single store and multiple store locations, and group purchasing entities that are not classified within Chains above or Other defined below;

• Supernatural , which consists of chain accounts that are national in scope and carry primarily natural products, and currently consists solely of one customer;

• Retail , which reflects the Company's Retail segment, including Cub® Foods and Shoppers® stores;

• Other , which includes international customers outside of Canada, foodservice, eCommerce, conventional military business and other sales.

The following tables detail the Company’s Net sales for the periods presented by customer channel for each of its segments.

The Company does not record its revenues within its Wholesale reportable segment for financial reporting purposes by product group, and it is therefore impracticable for it to report them accordingly.

(in millions) Net Sales for Fiscal 2024

Customer Channel Wholesale Retail Other Eliminations (1)

Chains $ 12,967 $ — $ — $ — $ 12,967

Independent retailers 7,605 — — — 7,605

Supernatural 6,941 — — — 6,941

Retail — 2,436 — — 2,436

Other 2,340 — 215 — 2,555

Eliminations — — — ( 1,524 ) ( 1,524 )

Total $ 29,853 $ 2,436 $ 215 $ ( 1,524 ) $ 30,980

(in millions) Net Sales for Fiscal 2023

Customer Channel Wholesale Retail Other Eliminations (1)

Chains $ 12,816 $ — $ — $ — $ 12,816

Independent retailers 7,699 — — — 7,699

Supernatural 6,374 — — — 6,374

Retail — 2,480 — — 2,480

Other 2,253 — 224 — 2,477

Eliminations — — — ( 1,574 ) ( 1,574 )

Total $ 29,142 $ 2,480 $ 224 $ ( 1,574 ) $ 30,272

(in millions) Net Sales for Fiscal 2022

Customer Channel Wholesale Retail Other Eliminations (1)

Chains $ 12,562 $ — $ — $ — $ 12,562

Independent retailers 7,360 — — — 7,360

Supernatural 5,719 — — — 5,719

Retail — 2,468 — — 2,468

Other 2,183 — 219 — 2,402

Eliminations — — — ( 1,583 ) ( 1,583 )

Total $ 27,824 $ 2,468 $ 219 $ ( 1,583 ) $ 28,928

(1) Eliminations primarily includes the net sales elimination of Wholesale to Retail sales and the elimination of sales from segments included within Other to Wholesale.

Sales to one customer in the Wholesale segment, which includes customers under common control, accounted for approximately 23 %, 22 % and 20 % of the Company’s net sales for fiscal 2024, 2023 and 2022, respectively.

Effective for the fourth quarter of fiscal 2025, the Company updated its segment reporting structure to align with how the business is operated and managed, following the divisional realignment and organizational changes announced during the second quarter of fiscal 2025.

The Company disaggregates revenue by business division based on product and service offerings, and determined that disaggregating revenue at the segment level achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Refer to Note 16—Business Segments for Net sales by reportable segment.

Sales to one customer in the Natural segment, which includes customers under common control, accounted for approximately 25 %, 23 % and 22 % of the Company’s net sales for fiscal 2025, 2024 and 2023, respectively.

There were no other customers that individually generated 10% or more of the Company’s net sales during those periods.

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Accounts and notes receivable are as follows:

(in millions) August 3, 2024 July 29, 2023

(in millions) August 2, 2025 August 3, 2024

Customer accounts receivable $ 1,062 $ 936

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Provision for losses in Operating expenses 14 9 2

(Increases) reductions to Net sales ( 2 ) 6 1

Reductions (increases) to Net sales 14 ( 2 ) 6

Write-offs charged against the allowance ( 12 ) ( 3 ) ( 9 )

Balance at end of year $ 37 $ 21 $ 17

In fiscal 2023, the Company entered into an agreement to sell, on a revolving basis, certain customer accounts receivable up to a maximum amount outstanding of $ 350 million to a third-party financial institution.

In fiscal 2023, the Company entered into an agreement to sell, on a revolving basis, certain customer accounts receivable to a third-party financial institution.

After these sales, the Company does not retain any interest in the receivables.

The Company’s continuing involvement in transferred receivables is limited to servicing the receivables.

Accounts receivable that the Company is servicing on behalf of the financial institution, which would have otherwise been outstanding as of August 3, 2024 and July 29, 2023, was approximately $ 322 million and $ 310 million, respectively.

Accounts receivable that the Company is servicing on behalf of the financial institution, which would have otherwise been outstanding as of August 2, 2025 and August 3, 2024, was approximately $ 380 million and $ 322 million, respectively.

As of the end of fiscal 2025, the agreement allows for the Company to sell up to a maximum amount of $ 500 million of accounts receivable.

Net proceeds received are included within cash from operating activities in the Consolidated Statements of Cash Flows in the period of sale.

The loss on sale of receivables was $ 21 million and $ 14 million for fiscal 2024 and fiscal 2023, respectively, and is recorded within Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations.

The loss on sale of receivables was $ 19 million and $ 21 million for fiscal 2025 and fiscal 2024, respectively, and is recorded within Loss on sale of assets and other asset charges in the Consolidated Statements of Operations.

NOTE 4—RESTRUCTURING, ACQUISITION AND INTEGRATION RELATED EXPENSES

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(in millions) 2025 2024 2023

Contract termination charges and costs $ 53 $ — $ —

Restructuring and integration costs 30 30 8

Closed property charges and costs 6 — 1

Closed property charges and costs, net 11 6 —

Total $ 94 $ 36 $ 8

Contract Termination Charges and Costs

In fiscal 2025, the Company mutually agreed to terminate its supply agreement with a customer in the East region, pursuant to which the Company served as the customer’s primary grocery wholesaler in the Northeast.

The supply agreement terminated on September 6, 2025, and the customer’s conventional products business in the Northeast transitioned to another wholesaler.

In connection with this termination agreement, the Company incurred a $ 53 million charge for contract termination payments that was recorded in the fourth quarter of fiscal 2025.

The first installment payment of $ 18 million was paid in the fourth quarter of fiscal 2025 and $ 35 million remained outstanding as of August 2, 2025.

Subsequent to the end of fiscal 2025, an additional $ 18 million was paid and remaining installments are expected to be paid over a transition period ending in the first quarter of fiscal 2026.

Restructuring and Integration Costs

Restructuring and integration costs for fiscal 2025 primarily relate to costs associated with certain employee severance and other employee separation costs and outsourcing certain corporate functions under restructuring initiatives.

Restructuring and integration costs for fiscal 2024 and 2023 primarily relate to costs associated with certain employee severance and other employee separation costs.

Fiscal 2022 restructuring and integration costs primarily relate to the finalization of integration costs related to the Supervalu acquisition.

Restructuring liabilities related to severance and other employee separation costs were $ 16 million and $ 5 million as of August 3, 2024 and July 29, 2023, respectively, and are included in Accrued expenses and other current liabilities and Accrued compensation and benefits in the Consolidated Balance Sheets.

Changes in the liability included $ 27 million and $ 5 million attributable to restructuring and severance-related charges for fiscal 2024 and fiscal 2023, respectively, and $ 16 million and $ 1 million attributable to cash settlements for fiscal 2024 and fiscal 2023, respectively.

Closed Property Charges and Costs

In fiscal 2024, closed property charges relate to lease terminations of non-operating distribution centers and stores.

Closed property charges for fiscal 2025 and 2024 primarily relate to non-operating distribution centers as the Company optimizes its distribution center network, and non-operating retail stores.

The following table provides the activity of restructuring liabilities for fiscal 2025 and fiscal 2024, which are included in Accrued expenses and other current liabilities and Accrued compensation and benefits in the Consolidated Balance Sheets:

(in millions) Severance and other employee separation costs Contract termination charges and costs

Balances at July 29, 2023

Restructuring-related charges 27 —

Cash settlements ( 16 ) —

Balances at August 3, 2024

Contract termination charges — 53

Restructuring-related charges 20 —

Cash settlements ( 26 ) ( 18 )

Balances at August 2, 2025

NOTE 5—PROPERTY AND EQUIPMENT, NET

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Depreciation and amortization expense on property and equipment was $ 250 million, $ 247 million and $ 232 million for fiscal 2025, 2024 and 2023, respectively.

In fiscal 2025, as a result of the expected loss in volume related to the termination of the Company’s supply agreement with a customer in the East region, the Company determined that it was more likely than not that it would discontinue operations at the Allentown, Pennsylvania distribution center.

As a result, the Company conducted an impairment review and recorded a $ 24 million non-cash asset impairment charge during the third quarter of fiscal 2025, of which $ 11 million related to property and equipment.

The fair value utilized in the Company’s impairment analysis was determined based on the income approach, and the impairment charge is recorded within Loss on sale of assets and other asset charges in the Consolidated Statements of Operations.

Refer to Note 11—Leases for additional information.

In fiscal 2024, the Company determined that it was more likely than not that it would dispose of one of its corporate-owned office locations before the end of its previously estimated useful life.

As a result, the Company conducted an impairment review and recorded a $ 21 million non-cash asset impairment charge in fiscal 2024.

The fair value utilized in the Company’s impairment review was determined based on the market approach.

The impairment charge is recorded within Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations.

The fair value utilized in the Company’s impairment review was determined based on the market approach, and the impairment charge is recorded within Loss on sale of assets and other asset charges in the Consolidated Statements of Operations.

In the fourth quarter of fiscal 2024, the Company sold certain long-lived assets related to this corporate-owned office location for an amount that approximated its net book value at the time of the sale.

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During the third quarter of fiscal 2024, the Company recorded a $ 7 million non-cash asset impairment charge related to the decision to close certain retail store locations.

The impairment charges are recorded within Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations.

There were no property and equipment impairment charges recorded for fiscal 2023 or 2022.

The impairment charges are recorded within Loss on sale of assets and other asset charges in the Consolidated Statements of Operations.

There were no property and equipment impairment charges recorded for fiscal 2023.

NOTE 6—GOODWILL AND INTANGIBLE ASSETS, NET

The Company has five goodwill reporting units:

two of which represent separate operating segments and are aggregated within the Wholesale reportable segment (U.S.

Wholesale and Canada Wholesale);

one of which is a separate Retail operating and reportable segment and two of which are separate operating segments (Woodstock Farms and Blue Marble Brands) that do not meet the criteria for being disclosed as separate reportable segments and are included in the Other segment.

The Canada Wholesale operating segment, which is aggregated with U.S.

Wholesale, would not meet the quantitative thresholds for separate reporting if it did not meet the aggregation criteria.

Resulting from a change in reportable segments as described in Note 16—Business Segments, the Company reassessed its goodwill reporting units.

As a result, certain reporting units were combined.

The Company now has four goodwill reporting units:

Natural, Conventional and Retail, which are each separate operating and reportable segments;

and Woodstock Farms, which does not meet the criteria of an operating segment and is reported within the Natural segment.

In the fourth quarter of fiscal 2025, 2024 and 2023 the Company performed its annual goodwill qualitative impairment review and determined that a quantitative impairment test was not required for any of its reporting units.

Goodwill and Intangible Assets Changes

Changes in the carrying value of Goodwill by reportable segment that have goodwill consisted of the following:

(in millions) Wholesale Other Total

Goodwill as of July 30, 2022 (1)(2)

$ 10 $ 10 $ 20

Change in foreign exchange rates — — —

Goodwill as of July 29, 2023 (1)(2)

Change in foreign exchange rates ( 1 ) — ( 1 )

Goodwill as of August 3, 2024 (1)(2)

$ 9 $ 10 $ 19

(1) Wholesale amounts are net of accumulated goodwill impairment charges of $ 717 million for fiscal 2022, 2023 and 2024.

(2) Other amounts are net of accumulated goodwill impairment charges of $ 10 million for fiscal 2022, 2023 and 2024.

The Company’s Goodwill balance as of August 2, 2025 and August 3, 2024 was $ 19 million, net of accumulated goodwill impairment charges of $ 727 million, and was only attributable to the Natural reporting unit.

There were no goodwill impairment charges during fiscal 2025, 2024 or 2023.

Changes in the carrying value of Goodwill for fiscal 2025 and fiscal 2024 were due to changes in foreign exchange rates.

Identifiable intangible assets, net consisted of the following:

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The fair values utilized in the Company’s quantitative assessment were determined using the income approach, discounting projected future net cash flows based on management’s expectations of the current and future operating environment for each brand.

The impairment charge is recorded within Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations.

Amortization expense was $ 72 million for fiscal 2024, 2023 and 2022, respectively.

The impairment charge is recorded within Loss on sale of assets and other asset charges in the Consolidated Statements of Operations.

Amortization expense was $ 71 million, $ 72 million and $ 72 million for fiscal 2025, 2024 and 2023, respectively.

The estimated future amortization expense for each of the next five fiscal years and thereafter on amortizing intangible assets existing as of August 2, 2025 is as shown below:

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Prepaid expenses and other current assets $ — $ 1 $ —

Foreign currency derivatives designated as hedging instruments Prepaid expenses and other current assets $ — $ 1 $ —

Fuel derivatives designated as hedging instruments

Accrued expenses and other current liabilities $ — $ 2 $ —

Interest rate swaps designated as hedging instruments

Other long-term liabilities $ — $ 3 $ —

Fair Value at July 29, 2023

Fair Value at August 3, 2024

(in millions) Consolidated Balance Sheets Location

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Interest rate swaps designated as hedging instruments Prepaid expenses and other current assets $ — $ 5 $ —

Interest rate swaps designated as hedging instruments Other long-term assets $ — $ 5 $ —

Foreign currency derivatives designated as hedging instruments Prepaid expenses and other current assets $ — $ 1 $ —

Fuel derivatives designated as hedging instruments

Accrued expenses and other current liabilities $ — $ 2 $ —

Interest rate swaps designated as hedging instruments

Other long-term liabilities $ — $ 5 $ —

Interest Rate Swap Contracts

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Refer to Note 1—Significant Accounting Policies for additional information regarding the fair value hierarchy.

August 3, 2024 July 29, 2023

August 2, 2025 August 3, 2024

(in millions) Carrying Value Fair Value Carrying Value Fair Value

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Effective Date Swap Maturity Notional Value (in millions) Pay Fixed Rate Receive Floating Rate Floating Rate Reset Terms

November 30, 2018 October 31, 2024 100 2.7385 % One-Month Term SOFR Monthly

January 11, 2019 October 31, 2024 100 2.4025 % One-Month Term SOFR Monthly

January 24, 2019 October 31, 2024 50 2.4090 % One-Month Term SOFR Monthly

October 26, 2018 October 22, 2025 $ 50 2.8725 % One-Month Term SOFR Monthly

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June 25, 2024 June 30, 2028 50 4.1300 % One-Month Term SOFR Monthly

Subsequent to August 3, 2024, the Company entered into three forward starting interest rate swap agreements for an aggregate notional amount of $ 250 million.

These interest rate swaps will become effective on October 31, 2024 with a maturity date of October 30, 2026.

October 31, 2024 October 30, 2026 100 3.5965 % One-Month Term SOFR Monthly

October 31, 2024 October 30, 2026 100 3.6000 % One-Month Term SOFR Monthly

October 31, 2024 October 30, 2026 50 3.6000 % One-Month Term SOFR Monthly

The Company performs an initial quantitative assessment of hedge effectiveness using the “Hypothetical Derivative Method” in the period in which the hedging transaction is entered.

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The Company also monitors the risk of counterparty default on an ongoing basis and noted that the counterparties are reputable financial institutions.

The entire change in the fair value of the derivative is initially reported in Other comprehensive (loss) income (outside of earnings) in the Consolidated Statements of Comprehensive (Loss) Income and subsequently reclassified to earnings in Interest expense, net in the Consolidated Statements of Operations when the hedged transactions affect earnings.

The entire change in the fair value of the derivative is initially reported in Other comprehensive income (loss) (outside of earnings) in the Consolidated Statements of Comprehensive (Loss) Income and subsequently reclassified to earnings in Interest expense, net in the Consolidated Statements of Operations when the hedged transactions affect earnings.

The location and amount of gains or losses recognized in the Consolidated Statements of Operations for interest rate swap contracts for each of the periods, presented on a pre-tax basis, are as follows:

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$ 146 $ 162 $ 144

Gain (loss) on cash flow hedging relationships:

Gain (loss) reclassified from comprehensive income into earnings $ 19 $ 12 $ ( 36 )

Gain on cash flow hedging relationships:

Gain reclassified from comprehensive (loss) income into earnings

$ 9 $ 19 $ 12

NOTE 9—LONG-TERM DEBT

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August 2, 2025

Fiscal Maturity Year August 3, 2024 July 29, 2023

Fiscal Maturity Year August 2, 2025 August 3, 2024

Term Loan Facility (1)

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Long-term debt $ 1,859 $ 2,081

(1) Debt issuance costs of $ 6 million and $ 7 million, respectively and an original issue discount on debt of $ 10 million and $ 6 million, respectively.

(2) Debt issuance costs of $ 7 million and $ 8 million, respectively.

(3) Debt issuance costs of $ 5 million and $ 7 million, respectively.

(1) Face value before debt issuance costs of $ 4 million and $ 6 million, respectively and an original issue discount on debt of $ 7 million and $ 10 million, respectively.

(2) Face value before debt issuance costs of $ 5 million and $ 7 million, respectively.

(3) Face value before debt issuance costs of $ 4 million and $ 5 million, respectively.

Future maturities of long-term debt, excluding debt issuance costs and original issue and purchase accounting discounts on debt, and contractual interest payments based on the face value and applicable interest rate as of August 2, 2025, consist of the following (in millions):

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Term Loan Facility

On May 1, 2024, the Company entered into an amendment (the “Fourth Term Loan Amendment”) to its term loan agreement dated as of October 22, 2018 (as amended, the “Term Loan Agreement”) with a group of lenders for which JPMorgan Chase Bank, N.A.

acts as administrative agent.

The Term Loan Agreement provides for a $ 500 million senior secured first lien term loan (the “Term Loan Facility”) which is scheduled to mature on May 1, 2031.

The Fourth Term Loan Amendment, among other things, (i) reduced the principal amount of Term Loan Facility to $ 500 million, (ii) extended the maturity to May 1, 2031, but with a springing maturity of 91 days prior to the maturity of the Senior Notes, in the event that at least $ 100 million in principal amount outstanding of such Senior Notes remains outstanding on such date and (iii) changed the applicable margin over (a) a base rate from 2.25 % to 3.75 % per annum, or (b) a SOFR rate from 3.25 % to 4.75 % per annum.

The term loan agreement dated as of October 22, 2018 (as amended, the “Term Loan Agreement”) provides for a $ 500 million senior secured first lien term loan (the “Term Loan Facility”), which is scheduled to mature on May 1, 2031, with a springing maturity of 91 days prior to the maturity of the Senior Notes (defined below), in the event that at least $ 100 million in principal amount outstanding of such Senior Notes remains outstanding on such date.

Under the Term Loan Agreement, the Company may, at its option, increase the amount of the Term Loan Facility or add one or more additional tranches of term loans or revolving credit commitments, without the consent of any lenders not participating in such additional borrowings, up to an aggregate amount of $ 546 million plus additional amounts based on satisfaction of certain leverage ratio tests, subject to certain customary conditions and applicable lenders committing to provide the additional funding.

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The Term Loan Facility is secured by (i) a first-priority lien on substantially all assets other than the ABL Assets (defined below) and (ii) a second-priority lien on substantially all of the ABL Assets, in each case, subject to customary exceptions and limitations, including an exception for owned real property (other than distribution centers) with net book values of less than or equal to $ 10 million.

As of August 3, 2024 and July 29, 2023, there was $ 686 million and $ 617 million, respectively, of owned real property pledged as collateral that was included in Property and equipment, net in the Consolidated Balance Sheets.

As of August 2, 2025 and August 3, 2024, there was $ 642 million and $ 686 million, respectively, of owned real property pledged as collateral that was included in Property and equipment, net and Prepaid expenses and other current assets in the Consolidated Balance Sheets.

The Company must prepay loans outstanding under the Term Loan Facility no later than 130 days after the fiscal year end in an aggregate principal amount equal to a specified percentage of Excess Cash Flow (as defined in the Term Loan Agreement), minus certain types of voluntary prepayments of indebtedness made during such fiscal year.

Based on the Company’s Excess Cash Flow for the fiscal year ended August 3, 2024, no such prepayment will be required under the Term Loan Facility in fiscal 2025.

Based on our Consolidated First Lien Net Leverage Ratio (as defined in the Term Loan Agreement) at the end of fiscal 2025, no such prepayment will be required under the Term Loan Facility in fiscal 2026.

As of August 2, 2025, the borrowings under the Term Loan Facility bear interest at rates that, at the Term Borrowers’ option, can be either:

(i) a base rate plus a margin of 3.75 % or (ii) a SOFR rate plus a margin of 4.75 %, provided that the SOFR rate shall never be less than 0.0 %.

On May 1, 2024, in conjunction with the Fourth Term Loan Amendment, the Company made a voluntary prepayment of $ 145 million on the Term Loan Facility with $ 130 million of proceeds from the ABL FILO Loan (described below) and incremental borrowings under the ABL Credit Facility.

In connection with the Fourth Term Loan Amendment and prepayment, the Company incurred a loss on debt extinguishment of $ 10 million primarily related to unamortized debt issuance costs and unamortized original issue discount, which was recorded within Interest expense, net in the Consolidated Statements of Operations in the fourth quarter of fiscal 2024.

On May 5, 2025, the Company made a voluntary prepayment of $ 100 million on the Term Loan Facility funded with incremental borrowings under the ABL Credit Facility.

In connection with this prepayment, the Company incurred a loss on debt extinguishment of $ 4 million related to unamortized debt issuance costs, unamortized original issue discount and the required 1.00% prepayment premium, which was recorded within Interest expense, net in the Consolidated Statements of Operations in the fourth quarter of fiscal 2025.

On May 30, 2025, the Company made a voluntary prepayment of $ 10 million and a mandatory prepayment of $ 1 million on the Term Loan Facility with proceeds from the sale of the Billings, Montana distribution center.

ABL Credit Facility

On May 1, 2024, the Company entered into an amendment (the “First ABL Amendment”) to its revolving credit agreement dated as of June 3, 2022, (as amended, the “ABL Loan Agreement”) with a group of lenders for which Wells Fargo Bank, N.A.

acts as administrative agent.

Pursuant to the First ABL Amendment, the ABL Loan Agreement provides for a secured asset-based revolving credit facility (the “ABL Credit Facility”) with an aggregate principal amount available of up to $ 2,730 million, including Revolver Loans (as defined in the ABL Loan Agreement) of up to $ 2,600 million and a First In, Last Out (“FILO”) tranche of incremental ABL loans of $ 130 million (the “ABL FILO Loan”).

The revolving credit agreement dated as of June 3, 2022, (as amended, the “ABL Loan Agreement”) provides for a secured asset-based revolving credit facility (the “ABL Credit Facility”) with an aggregate principal amount available of up to $ 2,730 million, including Revolver Loans (as defined in the ABL Loan Agreement) of up to $ 2,600 million and a First In, Last Out (“FILO”) tranche of incremental ABL loans of $ 130 million (the “ABL FILO Loan”).

The ABL Credit Facility is scheduled to mature on June 3, 2027.

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There can be no assurance that additional funding would be available.

The ABL Loan Agreement utilizes Term SOFR and Prime rates as the benchmark interest rates.

Revolver Loans and ABL FILO Loans under the ABL Credit Facility bear interest at rates that, at the Company’s option, can be either at a base rate or Term SOFR plus an applicable margin.

The applicable interest rates and letter of credit fees under the ABL Credit Facility are variable and are dependent upon the prior fiscal quarter’s daily average Availability (as defined in the ABL Loan Agreement), and were as follows:

The applicable margins and letter of credit fees under the ABL Credit Facility are variable and are dependent upon the prior fiscal quarter’s daily average Availability (as defined in the ABL Loan Agreement), and were as follows:

Range of Facility Rates and Fees (per annum) August 2, 2025

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The assets included in the Consolidated Balance Sheets securing the outstanding obligations under the ABL Credit Facility on a first-priority basis were as follows:

(in millions) August 3, 2024 July 29, 2023

(in millions) August 2, 2025 August 3, 2024

Certain inventory assets included in Inventories, net $ 1,830 $ 1,915

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Amortization of cash flow hedges ( 2 ) — — ( 9 ) ( 11 )

Net current period Other comprehensive income (loss) 2 ( 40 ) ( 3 ) 60 19

Accumulated other comprehensive income (loss) at July 30, 2022 $ 2 $ ( 3 ) $ ( 19 ) $ — $ ( 20 )

Net current period Other comprehensive (loss) income ( 2 ) ( 18 ) ( 2 ) 14 ( 8 )

Accumulated other comprehensive (loss) income at July 29, 2023 $ — $ ( 21 ) $ ( 21 ) $ 14 $ ( 28 )

Other comprehensive (loss) income before reclassifications ( 2 ) ( 3 ) ( 3 ) ( 1 ) ( 9 )

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Net current period Other comprehensive (loss) income — ( 1 ) ( 3 ) ( 15 ) ( 19 )

Accumulated other comprehensive (loss) income at July 29, 2023 $ — $ ( 21 ) $ ( 21 ) $ 14 $ ( 28 )

Accumulated other comprehensive loss at August 3, 2024 $ — $ ( 22 ) $ ( 24 ) $ ( 1 ) $ ( 47 )

Other comprehensive (loss) income before reclassifications ( 1 ) 5 1 4 9

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Amortization of cash flow hedges 1 — — ( 6 ) ( 5 )

Net current period Other comprehensive (loss) income — ( 1 ) ( 3 ) ( 15 ) ( 19 )

Net current period Other comprehensive income (loss) — 6 1 ( 2 ) 5

Accumulated other comprehensive loss at August 2, 2025 $ — $ ( 16 ) $ ( 23 ) $ ( 3 ) $ ( 42 )

Items reclassified out of Accumulated other comprehensive (loss) income had the following impact on the Consolidated Statements of Operations:

Items reclassified out of Accumulated other comprehensive loss had the following impact on the Consolidated Statements of Operations:

(in millions) 2025 2024 2023 Affected Line Item on the Consolidated Statements of Operations

Pension and postretirement benefit plan obligations:

Amortization of amounts included in net periodic benefit cost (income) (1)

Amortization of amounts included in net periodic benefit (income) cost (1)

$ 1 $ 2 $ 3 Net periodic benefit income, excluding service cost

Income tax benefit — ( 1 ) ( 2 ) (Benefit) provision for income taxes

Income tax benefit — — ( 1 ) Benefit for income taxes

Total reclassifications, net of tax $ 1 $ 2 $ 2

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Reclassification of cash flow hedge $ ( 9 ) $ ( 19 ) $ ( 12 ) Interest expense, net

Income tax expense (benefit) 5 3 ( 10 ) (Benefit) provision for income taxes

Income tax expense 3 5 3 Benefit for income taxes

Total reclassifications, net of tax $ ( 6 ) $ ( 14 ) $ ( 9 )

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Reclassification of cash flow hedge $ 2 $ 2 $ ( 3 ) Cost of sales

Income tax expense — 1 — (Benefit) provision for income taxes

Income tax (benefit) expense ( 1 ) — 1 Benefit for income taxes

Total reclassifications, net of tax $ 1 $ 2 $ ( 2 )

(1) Reclassification of amounts included in net periodic benefit income include reclassification of prior service cost and reclassification of net actuarial gain loss as reflected in Note 13—Benefit Plans.

As of August 3, 2024, the Company expects to reclassify $ 6 million related to unrealized derivative gains out of Accumulated other comprehensive loss and primarily into Interest expense, net during the following twelve-month period.

As of August 2, 2025, the Company expects to reclassify a de minimis amount related to unrealized derivative gains out of Accumulated other comprehensive loss and primarily into Interest expense, net during the following twelve-month period.

NOTE 11—LEASES

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Lease Type Consolidated Balance Sheets Location

August 3, 2024 July 29, 2023

August 2, 2025 August 3, 2024

Operating lease assets Operating lease assets $ 1,474 $ 1,370

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Other sublease income, net Restructuring, acquisition and integration related expenses (1)

— ( 1 ) ( 2 )

Net operating lease cost 411 380 328

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(1) Includes $ 32 million, $ 28 million and $ 27 million of lease expense in fiscal 2025, 2024 and 2023, respectively, and $( 26 ) million, $( 28 ) million, and $( 28 ) million of lease income in fiscal 2025, 2024 and 2023, respectively, that is recorded within Restructuring, acquisition and integration related expenses for assigned leases related to previously sold locations and surplus, non-operating properties for which the Company is restructuring its obligations.

During fiscal 2023, the Company entered into a lease agreement for a new distribution facility in Manchester, Pennsylvania, which commenced in the second quarter of fiscal 2024 resulting in the recognition of a $ 205 million right-of-use asset and operating lease liability in the Consolidated Balance Sheets.

During fiscal 2022, the Company acquired the real property of a previously leased distribution center in Riverside, California, which was classified as a finance lease, for approximately $ 153 million.

Immediately following this acquisition, the Company monetized this property through a sale-leaseback transaction, pursuant to which the Company received $ 225 million in aggregate proceeds for the sale of the property, which reflected the fair value of the property.

Under the terms of the sale-leaseback agreement, the Company entered into a lease for the distribution center for a term of 15 years, which was classified as an operating lease.

The Company recorded a pre-tax gain on sale of approximately $ 87 million in fiscal 2022 as a result of the transactions, which primarily represented the pre-tax net proceeds.

As discussed in Note 5—Property and Equipment, Net, the Company recorded a $ 24 million non-cash asset impairment charge related to our Allentown, Pennsylvania distribution center during the third quarter of fiscal 2025, of which $ 13 million related to operating lease assets.

The impairment charge is recorded within Loss on sale of assets and other asset charges in the Consolidated Statements of Operations.

During fiscal 2025, the Company entered into a lease agreement for a new distribution center in Sarasota, Florida.

We recognized a $ 118 million right-of-use asset and operating lease liability for this distribution center in the Consolidated Balance Sheets upon its commencement in the first quarter of fiscal 2025.

During fiscal 2023, the Company entered into a lease agreement for a new distribution center in Manchester, Pennsylvania.

We recognized a $ 205 million right-of-use asset and operating lease liability for this distribution center in the Consolidated Balance Sheets upon its commencement in the second quarter of fiscal 2024.

The Company leases certain property to third parties and receives lease and subtenant rental payments under operating leases, including assigned leases for which the Company has future minimum lease payment obligations.

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Long-term lease liabilities $ 1,400 $ 11

(1) Excludes $ 340 million of legally binding undiscounted minimum lease payments for leases signed but not yet commenced.

There were no operating leases for which the extension options are reasonably certain of being exercised.

(1) There were no operating leases for which the extension options are reasonably certain of being exercised, nor were there any excluded legally binding minimum lease payments for leases signed but not yet commenced.

(2) There were no finance leases for which the extension options are reasonably certain of being exercised, nor were there any excluded legally binding minimum lease payments for leases signed but not yet commenced.

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The following tables provide other information required by ASC 842:

Lease Term and Discount Rate August 3, 2024 July 29, 2023

Lease Term and Discount Rate August 2, 2025 August 3, 2024

Weighted-average remaining lease term (years)

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NOTE 12—SHARE-BASED AWARDS

As of August 3, 2024, the Company has restricted stock awards and performance share units and stock options outstanding under two equity incentive plans:

the 2012 Equity Incentive Plan, as amended and restated (the “2012 Plan”), and the 2020 Equity Incentive Plan, as amended and restated from time to time (the “2020 Equity Incentive Plan”).

As of August 2, 2025, the Company had restricted stock awards and performance share units outstanding under the 2020 Equity Incentive Plan, as amended and restated from time to time (the “2020 Equity Incentive Plan”).

The terms of each stock-based award will be determined by the Board of Directors or the Compensation Committee thereof.

As of August 3, 2024, the Company has 2.1 million shares authorized and available for grant under the 2020 Equity Incentive Plan.

The authorization for new grants under the 2012 Plan has expired.

As of August 2, 2025, the Company had 2.6 million shares authorized and available for grant under the 2020 Equity Incentive Plan.

Share-Based Compensation Expense

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The fair value of restricted stock units and performance share units are determined based on the number of units granted and the quoted price of the Company’s common stock as of the grant date.

Restricted stock units include liability-classified awards granted during fiscal 2025, that can or will be settled in cash.

Liability-classified awards are remeasured at the end of each reporting period.

The Company recorded total liabilities for cash-settled share-based compensation awards of $ 6 million as of August 2, 2025, of which the entire amount was classified as current.

The Company had no liabilities for cash-settled share-based compensation awards as of August 3, 2024.

No amounts were paid related to settlement for liability-classified awards in fiscal 2025, 2024 or 2023.

The following summary presents information regarding restricted stock units and performance share units:

Equity-Classified Liability-Classified

(in millions) Weighted Average

Fair Value Number

(in millions) Weighted Average

Outstanding at July 30, 2022 4.9 $ 20.02 — $ —

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Forfeited/Canceled ( 0.8 ) 10.42 — —

Outstanding at July 29, 2023 3.2 32.11

Outstanding at August 3, 2024 4.6 22.66 — —

Granted 1.2 26.26 0.9 26.18

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Performance-Based Share Awards

During fiscal 2024, the Company granted 0.8 million performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 1.0 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 16.38 .

These performance units are tied to fiscal 2024, 2025 and 2026 performance metrics, including adjusted earnings per share (“EPS”) growth and adjusted return on invested capital (“ROIC”).

During fiscal 2025, the Company granted 0.5 million equity-classified performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 0.5 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 28.22 .

These performance units are tied to 3-year cumulative fiscal 2025, 2026 and 2027 performance metrics, including adjusted earnings per share (“EPS”) and free cash flow.

An insignificant amount of performance share units granted in fiscal 2025 were forfeited during fiscal 2025.

During fiscal 2023, the Company granted 0.4 million performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 0.4 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 36.87 .

These performance units are tied to fiscal 2023, 2024 and 2025 performance metrics, including adjusted EPS growth and adjusted ROIC.

During fiscal 2024, the Company granted 0.8 million equity-classified performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 1.0 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 16.38 .

These performance units are tied to fiscal 2024, 2025 and 2026 performance metrics, including adjusted EPS growth and adjusted return on invested capital (“ROIC”).

An insignificant amount of performance share units granted in fiscal 2024 were forfeited during fiscal 2025.

During fiscal 2022, the Company granted 0.3 million performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 0.3 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 49.31 .

During fiscal 2023, the Company granted 0.4 million equity-classified performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 0.4 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 36.87 .

These performance units were tied to fiscal 2023, 2024 and 2025 performance metrics, including adjusted EPS growth and adjusted ROIC.

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Exercisable at end of year — $ — 0.0 years

The aggregate intrinsic value of options exercised during fiscal 2024, 2023 and 2022 was $ 0 million, $ 0 million and $ 2 million, respectively.

The aggregate intrinsic value of options exercised was $ 0 million for each of the fiscal 2025, 2024 and 2023 years.

NOTE 13—BENEFIT PLANS

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Retirement Plan and certain supplemental executive retirement plans.

These plans were closed to new participants and service crediting ended for all participants as of December 31, 2007.

Pay increases were reflected in the amount of benefits accrued in these plans until December 31, 2012.

All of these plans are closed to new participants.

Service crediting in the SUPERVALU INC.

Retirement Plan ended for all participants as of December 31, 2007, and pay increases were reflected in the amount of benefits accrued in this plan until December 31, 2012.

Approximately 62 % of the 10,768 union employees participate in multiemployer defined benefit pension plans under collective bargaining agreements.

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Funded (unfunded) status at end of year $ 58 $ ( 10 ) $ 29 $ ( 11 )

The actuarial gain on projected pension benefit obligations in fiscal 2024 was primarily the result of an 8 basis point increase in the discount rate on the SUPERVALU INC.

The actuarial gain on projected pension benefit obligations in fiscal 2025 was primarily the result of a 28 basis point increase in the discount rate on the SUPERVALU INC.

Retirement Plan.

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Total Pension Benefits

July 29, 2023:

August 3, 2024:

Fair value of plan assets at end of year $ 1,534 $ — $ 1,534

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Amortization of prior service cost — 2 — 3 — 3

Amortization of net actuarial (gain) loss — ( 1 ) — — 1 —

Amortization of net actuarial gain — ( 1 ) — ( 1 ) — —

Net periodic benefit (income) cost ( 22 ) 2 ( 18 ) 3 ( 32 ) 3

Other Changes in Plan Assets and Benefits Obligations Recognized in Other Comprehensive (Loss) Income

Net actuarial loss (gain) 3 — 29 ( 1 ) 59 ( 3 )

Other Changes in Plan Assets and Benefits Obligations Recognized in Other Comprehensive Income (Loss)

Net actuarial (gain) loss ( 6 ) ( 1 ) 3 — 29 ( 1 )

Amortization of prior service cost — ( 2 ) — ( 3 ) — ( 3 )

Amortization of net actuarial loss — 1 — 1 — —

Total expense (benefit) recognized in Other comprehensive (loss) income 3 ( 2 ) 29 ( 4 ) 59 ( 6 )

Total (benefit) expense recognized in net periodic benefit cost (income) and Other comprehensive (loss) income $ ( 15 ) $ 1 $ ( 3 ) $ ( 1 ) $ 16 $ ( 3 )

Amounts recognized in the Consolidated Balance Sheets as of August 3, 2024 and July 29, 2023 consist of the following:

August 3, 2024 July 29, 2023

Total (benefit) expense recognized in Other comprehensive income (loss) ( 6 ) ( 2 ) 3 ( 2 ) 29 ( 4 )

Total (benefit) expense recognized in net periodic benefit (income) cost and Other comprehensive income (loss) $ ( 28 ) $ — $ ( 15 ) $ 1 $ ( 3 ) $ ( 1 )

Amounts recognized in the Consolidated Balance Sheets as of August 2, 2025 and August 3, 2024 consist of the following:

August 2, 2025 August 3, 2024

(in millions) Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits

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6.25 % 6.25 %

4.25 % - 4.50 %

Interest credit 5.00 % 5.00 % 5.00 %

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Pension Plan Assets

Pension plan assets are held in a master trust and invested in separately managed accounts and other commingled investment vehicles holding fixed income securities, domestic equity securities, private equity securities, international equity securities and real estate securities.

Pension plan assets are held in a master trust and invested in separately managed accounts and commingled investment vehicles holding fixed income securities, domestic equity securities, private equity securities, international equity securities and real estate securities.

The Company employs a liability hedging approach, targeting a level of risk commensurate with keeping pace with the long-term cost of funding plan liabilities.

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Total plan assets at fair value $ 143 $ 1,273 $ — $ 60 $ 1,476

The fair value of assets held in the master trust for defined benefit pension plans as of July 29, 2023, by asset category, consisted of the following (in millions):

The fair value of assets held in the master trust for defined benefit pension plans as of August 3, 2024, by asset category, consisted of the following (in millions):

Level 1 Level 2 Level 3 Measured at NAV as a Practical Expedient Total

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The Company may accelerate contributions or undertake contributions in excess of the minimum requirements from time to time subject to the availability of cash in excess of operating and financing needs or other factors as may be applicable.

The Company assesses the relative attractiveness of the use of cash including such factors as expected return on assets, discount rates, cost of debt, reducing or eliminating required Pension Benefit Guaranty Corporation variable rate premiums or the ability to achieve exemption from participant notices of underfunding.

The Company assesses the relative attractiveness of the use of cash considering such factors as expected return on assets, discount rates, cost of debt, reducing or eliminating required Pension Benefit Guaranty Corporation variable rate premiums or the ability to achieve exemption from participant notices of underfunding.

Estimated Future Benefit Payments

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As of August 2, 2025 there was $ 3 million of Accrued compensation and benefits and $ 1 million of Other long-term liabilities recognized in the Consolidated Balance Sheets.

As of July 29, 2023 there was $ 4 million of Accrued compensation and benefits and $ 4 million of Other long-term liabilities.

As of August 3, 2024 there was $ 3 million of Accrued compensation and benefits and $ 2 million of Other long-term liabilities .

Multiemployer Pension Plans

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• If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

• If the Company chose to stop participating in some multiemployer plans, or make market exits or closures or otherwise have participation in the plan drop below certain levels, it may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

• If the Company chose to stop participating in some multiemployer plans, or to make market exits or closures or otherwise have participation in the plan drop below certain levels, it may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

The Company’s participation in these plans is outlined in the table below.

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The FIP/RP Status Pending/Implemented column indicates plans for which a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented by the trustees of each plan.

The American Rescue Plan Act of 2021 (“ARPA”) established the Special Financial Assistance (“SFA”) Program to permit financially troubled multiemployer plans to apply for a cash payment intended to keep plans solvent and able to pay benefits through 2051.

As of August 3, 2024, one plan in which the Company participates has applied for and received SFA, and two other plans in which the Company participates are on the waiting list to apply for SFA funding.

The American Rescue Plan Act of 2021 (“ARPA”) established the Special Financial Assistance (“SFA”) Program to permit financially troubled multiemployer plans to apply to receive a cash payment intended to keep plans solvent and able to pay benefits through 2051.

As of August 2, 2025, two plans in which the Company participates have received SFA, and one other plan in which the Company participates received SFA subsequent to the end of fiscal 2025.

Certain plans have been aggregated in the All Other Multiemployer Pension Plans line in the following table, as the contributions to each of these plans are not individually material.

None of our collective bargaining agreements require that a minimum contribution be made to these plans.

The collective bargaining agreements specify the contribution rates per unit to these plans and do not specify a minimum dollar amount.

At the date the financial statements were issued, Form 5500 for these plans were generally not available for the plan years ending in 2024.

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End Date Most Recent Available FIP/RP Status Pending/Implemented 2025 2024 2023 Surcharges Imposed (1)

Minneapolis Food Distributing Industry Pension Plan

416047047-001 12/31 Green No $ 11 $ 12 $ 11 No

Teamsters Retirement Pension Plan (f/k/a/ Minneapolis Food Distributing Industry Pension Plan) 416047047-001 12/31 Green No $ 11 $ 11 $ 12 No

Minneapolis Retail Meat Cutters and Food Handlers Pension Fund

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Over 5% Contributions 2024

Minneapolis Food Distributing Industry Pension Plan

5/31/2026 1 5/31/2026 100.0 % ☒

Teamsters Retirement Pension Plan (f/k/a/ Minneapolis Food Distributing Industry Pension Plan) 5/31/2026 1 5/31/2026 100.0 % ☒

Minneapolis Retail Meat Cutters and Food Handlers Pension Fund

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As of August 2, 2025, accrued multiemployer pension plan withdrawal liabilities included in Other long-term liabilities and Accrued compensation and benefits were $ 61 million and $ 6 million, respectively, for 13 multiemployer plans.

As of July 29, 2023 amounts included in Other long-term liabilities and Accrued compensation and benefits were $ 73 million and $ 7 million, respectively.

As of August 3, 2024 amounts included in Other long-term liabilities and Accrued compensation and benefits were $ 66 million and $ 6 million, respectively.

Payments associated with these liabilities are required to be made over varying time periods, but principally over the next 20 years.

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The vast majority of the Company’s contributions benefit active employees and as such, may not constitute contributions to a postretirement benefit plan.

However, the Company is unable to separate contribution amounts to postretirement benefit plans from contribution amounts paid to benefit active employees.

With respect to most multiemployer health and welfare plans to which the Company contributes, contribution amounts to postretirement benefit plans are not able to be separated from contribution amounts paid to benefit active employees.

The Company contributed $ 90 million, $ 88 million and $ 85 million in fiscal 2025, fiscal 2024 and fiscal 2023, respectively, to multiemployer health and welfare plans.

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Approximately 10,768 employees are covered by 57 collective bargaining agreements, including existing agreements under negotiation.

During fiscal 2024, 15 collective bargaining agreements covering approximately 4,191 employees were renegotiated, including 2 collective bargaining agreements that had expired in fiscal 2023 but were negotiated in fiscal 2024.

Additionally, 2 new collective bargaining agreements covering approximately 410 employees were negotiated, and 1 collective bargaining agreement covering approximately 130 employees expired with a tentative agreement in place, pending ratification.

During fiscal 2025, 10 collective bargaining agreements covering approximately 3,385 employees were renegotiated, including 1 collective bargaining agreement that had expired in fiscal 2024 but was negotiated in fiscal 2025.

Additionally, 10 new collective bargaining agreements covering approximately 1,119 employees were negotiated.

During fiscal 2026, 12 collective bargaining agreements covering approximately 3,381 employees are scheduled to expire.

NOTE 14—INCOME TAXES

Income Tax (Benefit) Expense

Income Tax Benefit

For fiscal 2025, (loss) income before income taxes consists of $( 163 ) million from U.S.

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operations and $ 8 million from foreign operations.

Income before income taxes for fiscal 2022 consists of $ 302 million from U.S.

(Loss) income before income taxes for fiscal 2023 consists of ($ 1 ) million from U.S.

operations and $ 8 million from foreign operations.

The income tax (benefit) expense was allocated as follows:

The income tax benefit was allocated as follows:

(in millions) 2025 2024 2023

Income tax (benefit) expense $ ( 27 ) $ ( 23 ) $ 56

Other comprehensive (loss) income ( 6 ) ( 2 ) 11

Income tax benefit

$ ( 39 ) $ ( 27 ) $ ( 23 )

Other comprehensive income (loss) 2 ( 6 ) ( 2 )

Total $ ( 37 ) $ ( 33 ) $ ( 25 )

Total federal, state and foreign income tax (benefit) expense consists of the following:

Total federal, state and foreign income tax benefit consists of the following:

(in millions) Current Deferred Total

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$ 13 $ ( 36 ) $ ( 23 )

Total income tax (benefit) expense was different than the amounts computed by applying the statutory federal income tax rate to income before income taxes because of the following:

Total income tax benefit was different than the amounts computed by applying the statutory federal income tax rate to income before income taxes because of the following:

(in millions) 2025 2024 2023

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Other, net ( 2 ) 1 4

Total income tax (benefit) expense $ ( 27 ) $ ( 23 ) $ 56

Total income tax benefit

$ ( 39 ) $ ( 27 ) $ ( 23 )

Uncertain Tax Positions

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Unrecognized tax benefits at end of period $ 8 $ 7 $ 11

In addition, the Company has no thing paid on deposit to various governmental agencies to cover the above liability.

In addition, the Company has no thing paid on deposit to any governmental agencies to cover the above liability.

The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.

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The Company is currently under examination in several taxing jurisdictions and remains subject to examination until the statute of limitations expires for the respective taxing jurisdiction or an agreement is reached between the taxing jurisdiction and the Company.

As of August 3, 2024, the Company is no longer subject to federal income tax examinations for fiscal years before 2016 and in most states is no longer subject to state income tax examinations for fiscal years before 2016 for Supervalu and the Company.

Due to the implementation of the CARES Act, NOLs were carried back into fiscal years 2014 and 2015, which extends the federal statute of limitations on those years up to the amount of the carryback claim.

Based on the possibility of the closing of pending audits and appeals, or expiration of the statute of limitations, the Company does not anticipate that the amount of unrecognized tax benefits will change significantly during the next 12 months.

As of August 2, 2025, the Company is no longer subject to comprehensive federal income tax examinations for fiscal years before 2016 and in most states is no longer subject to state income tax examinations for fiscal years before 2016 for Supervalu and the Company.

Due to the implementation of the CARES Act, net operating losses were carried back into fiscal years 2014 and 2015, which extends the federal statute of limitations on those years up to the amount of the carryback claim.

Based on the possibility of the closing of pending audits and appeals, or expiration of the statute of limitations, the Company anticipates that the amount of unrecognized tax benefits will decrease by approximately $ 5 million during the next 12 months.

Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets and deferred tax liabilities at August 3, 2024 and July 29, 2023 are presented below:

The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets and deferred tax liabilities at August 2, 2025 and August 3, 2024 are presented below:

(in millions) August 2,

2024 July 29,

2025 August 3,

Deferred tax assets:

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Net operating loss carryforwards 18 13

Other tax carryforwards (interest, charitable contributions) 59 32

Other tax carryforwards 107 59

Foreign tax credits 1 1

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Lease liabilities 414 381

Interest rate swap agreements 1 —

Other deferred tax assets 3 1

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Lease right of use assets 388 361

Interest rate swap agreements — 5

Total deferred tax liabilities 539 519

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Therefore, the ultimate realization of net operating losses for federal purposes appears more likely than not at August 2, 2025 and correspondingly no valuation allowance has been established.

At August 3, 2024, the Company had disallowed charitable contribution carryforwards of approximately $ 57 million that are available for carryforward over five years.

As of August 3, 2024, the Company anticipates sufficient future taxable income to utilize $ 45 million of these charitable contribution carryovers within the applicable five-year carryforward periods.

The Company has established a valuation allowance against the $ 12 million of charitable contribution carryovers that, in the Company’s judgement, are not likely to be realized within the applicable recovery period.

At August 2, 2025, the Company had gross disallowed charitable contribution carryforwards of approximately $ 76 million that are available for carryforward over five years.

As of August 2, 2025, the Company anticipates sufficient future taxable income to utilize $ 37 million of these gross charitable contribution carryovers within the applicable five-year carryforward periods.

The Company has established a valuation allowance against the gross $ 39 million of charitable contribution carryovers that, in the Company’s judgment, are not likely to be realized within the applicable recovery period.

The retained earnings of the Company’s non-U.S.

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Such credits are offset by a valuation allowance.

One Big Beautiful Bill Act

The One, Big, Beautiful Bill Act (“OBBBA”), was signed into law on July 4, 2025.

ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted.

The OBBBA includes numerous provisions that affect corporate taxation, including the immediate expensing of domestic research and development costs and modifying the interest expense limitation.

The Company has analyzed the impacts of the OBBBA and reflected them in the current period.

The impact of these changes required the Company to re-evaluate its deferred taxes and subsequently record an increase in the valuation allowance of $ 7 million in the quarter related to future anticipated expirations of charitable carryovers.

The provisions in the legislation are generally effective for the Company beginning in fiscal 2026 and is ultimately expected to decrease its fiscal 2026 cash tax payments, due to the increase in the interest expense limitation to tax EBITDA and the current expensing of domestic research costs.

Effective Tax Rate

The Company’s effective tax rate was a benefit rate of 19.7 % on pre-tax loss for fiscal 2024 as compared to benefit rate of 328.6 % and an expense rate of 18.6 % on pre-tax income for fiscal 2023 and 2022, respectively.

For fiscal 2022, the effective tax rate was reduced by the impact of discrete tax benefits related to employee stock awards and the release of unrecognized tax positions, partially offset by non-deductible executive compensation.

The Company’s effective tax rate was a benefit rate of 25.3 % on pre-tax loss for fiscal 2025 as compared to benefit rate of 19.7 % on pre-tax loss for fiscal 2024 and a benefit rate of 328.6 % on pre-tax income for fiscal 2023.

For fiscal 2023, the effective tax rate was impacted by solar credits, including the tax credit impact of a fiscal 2023 investment in an equity method partnership and solar credits associated with a solar array installation at the Company’s Howell Township, New Jersey facility.

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For fiscal 2024, the effective tax rate was impacted by non-deductible share-based compensation and the establishment of valuation allowances against deferred tax assets with limited lives.

For fiscal 2025, the effective tax rate was impacted by the establishment of valuation allowances against deferred tax assets with limited lives resulting from the OBBBA, partially offset by the tax credit impact of a fiscal 2025 investment in an equity method partnership.

NOTE 15—(LOSS) EARNINGS PER SHARE

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NOTE 16—BUSINESS SEGMENTS

The Company has two reportable segments:

Wholesale and Retail.

These reportable segments are two distinct businesses, each with a different customer base, marketing strategy and management structure.

The Company organizes and operates the Wholesale reportable segment through three U.S geographic regions:

East, Central and West, and Canada Wholesale, which is operated separately from the U.S.

Wholesale business.

Wholesale and Canada Wholesale operating segments have similar products and services, customer channels, distribution methods and economic characteristics, and therefore have been aggregated into a single reportable segment.

The Company regularly monitors for events or circumstances that would indicate a change in reportable segments.

Effective for the fourth quarter of fiscal 2025, the Company restructured its internal financial reporting and management processes to align with its new product-centered divisional structure, which required the Company to reevaluate its operating segments.

Based on the changes to the commercial wholesale organizational structure and how the Company’s CODM assesses performance and makes decisions about the allocation of resources to each operating segment, operations previously reported in Wholesale are now included in the Natural and Conventional segments, and certain operations previously reported in Other are now included in the Natural segment.

The Company now has three reportable segments:

Natural, Conventional and Retail.

Prior periods have been recast to conform to the Company’s new reportable operating segments.

Reportable segments are reviewed on an annual basis, or more frequently if events or circumstances indicate a change in reportable segments has occurred.

The Wholesale reportable segment is engaged in the distribution of grocery and non-food products, and provides support services to retailers in the United States and Canada.

The Retail reportable segment derives revenues from the sale of groceries and other products at retail locations operated by the Company.

The Company has additional operating segments that do not meet the quantitative thresholds for reportable segments and are therefore aggregated under the caption of Other.

Other includes a single location food manufacturing business, which engages in the importing, roasting, packaging and distributing of nuts, dried fruit, seeds, trail mixes, granola, natural and organic snack items and confections, and the Company’s natural branded product lines, primarily Blue Marble Brands.

Other also includes certain corporate operating expenses that are not allocated to operating segments, which include, among other expenses, restructuring, acquisition and integration related expenses, share-based compensation, and salaries, retainers, and other related expenses of certain officers and all directors.

Wholesale records revenues related to sales to Retail at gross margin rates consistent with sales to other similar wholesale customers.

Segment earnings include revenues and costs attributable to each of the respective business segments and certain allocated corporate overhead, based on the segment’s estimated consumption of corporately managed resources.

The Company’s measure of segment profit is Adjusted EBITDA, as disclosed below.

The Company allocates certain corporate capital expenditures and identifiable assets to its business segments and retains certain depreciation expense related to those assets within Other.

Non-operating expenses that are not allocated to the operating segments are included in the Other segment.

The following table provides information by reportable segment, including Net sales, Adjusted EBITDA, with a reconciliation to (Loss) income before income taxes, depreciation and amortization, and payments for capital expenditures:

(in millions) 2024 2023 2022

Wholesale (1)

The Natural reportable segment is engaged in the wholesale distribution of natural, organic and specialty grocery and non-food products and services and includes the Company’s portfolio of natural owned brands and natural and organic snack food manufacturing business.

The Conventional reportable segment is engaged in the wholesale distribution of conventional grocery and non-food products and services and includes the Company’s portfolio of conventional owned brands.

The Retail reportable segment derives revenues from the sale of groceries and other products at the Company’s grocery and liquor stores operating under the Cub® Foods and Shoppers® banners.

Intersegment sales represent sales between the segments, which are eliminated in consolidation.

Intersegment transactions are generally recorded at amounts that approximate market value.

The Company’s CODM is the Chief Executive Officer.

The Company’s CODM uses segment Adjusted EBITDA as the measure of segment profitability to assess the performance and core business trends of each segment through regular review of financial information, and when making decisions about the allocation of resources to each segment.

The Company’s CODM uses segment Adjusted EBITDA primarily as a part of the annual budget and forecasting process.

Segment Adjusted EBITDA includes revenues and costs attributable to each of the respective business segments and certain allocated corporate expenses, based on the segment’s estimated consumption of corporately managed resources.

During the fourth quarter of fiscal year 2025, the Company updated allocation methodologies for its measure of segment Adjusted EBITDA to exclude a portion of centrally-managed corporate functions, which include, but are not limited to, corporate legal operations, investor relations, treasury, certain enterprise-wide information technology and other corporate operating expenses that are not integral to segment performance and are included in Corporate and Other.

The prior period segment financial results have been recast to conform to the current allocation methodology.

This change did not impact the Company’s previously reported consolidated results.

Corporate and Other excludes items such as restructuring, acquisition and integration related expenses and share-based compensation.

These items are excluded from the definition of Adjusted EBITDA and are added back to reconcile segment Adjusted EBITDA to (Loss) income before income taxes.

The Company does not report total assets by segment for internal or external reporting purposes as the Company’s CODM does not assess performance or allocate resources based on segment assets.

Additionally, the Company does not record its revenues within its Natural nor Conventional reportable segments for financial reporting purposes by product group, and it is therefore impracticable for it to report them accordingly.

The following tables provide financial information for each reportable segment and Corporate and Other, along with a reconciliation to (Loss) income before income taxes:

(in millions) Natural Conventional Retail Corporate and Other Consolidated Totals

Net sales (revenues from external customers) $ 15,964 $ 13,478 $ 2,342 $ — $ 31,784

Intersegment Net sales 53 1,189 — — 1,242

16,017 14,667 2,342 — $ 33,026

Elimination of intersegment Net sales ( 1,242 )

Net sales $ 31,784

Cost of sales (1)

13,904 13,137 1,746 —

Distribution expenses (1)

1,263 1,003 — —

Total Net sales $ 30,980 $ 30,272 $ 28,928

408 353 590 70

Adjusted EBITDA 442 174 6 ( 70 ) $ 552

Net income attributable to noncontrolling interests 3

Net periodic benefit income, excluding service cost 20

Interest expense, net ( 146 )

Other income, net 3

Depreciation and amortization ( 321 )

Share-based compensation ( 43 )

LIFO benefit 2

Restructuring, acquisition, and integration related expenses ( 94 )

Loss on sale of assets and other asset charges ( 42 )

Business transformation costs ( 47 )

Cybersecurity incident ( 26 )

Other adjustments ( 15 )

Loss before income taxes

Other Segment Disclosures:

Depreciation and amortization $ 103 $ 178 $ 36 $ 4 $ 321

Payments for capital expenditures $ 164 $ 43 $ 20 $ 4 $ 231

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(2) Other segment items for each reportable segment include:

• Natural and Conventional – other operating costs such as selling, general and administrative expenses and certain allocated corporate costs

• Retail – other operating costs such as store compensation and occupancy costs, selling and administrative expenses as well as an adjustment for Net income attributable to noncontrolling interests, which is excluded from Adjusted EBITDA

(in millions) Natural Conventional Retail Corporate and Other Consolidated Totals

Net sales (revenues from external customers) $ 14,869 $ 13,675 $ 2,436 $ — $ 30,980

Intersegment Net sales 79 1,271 — — 1,350

14,948 14,946 2,436 — $ 32,330

Elimination of intersegment Net sales ( 1,350 )

Net sales $ 30,980

Cost of sales (2)

12,939 13,368 1,815 —

Distribution expenses (2)

1,230 1,009 — —

429 350 613 59

Adjusted EBITDA 350 219 8 ( 59 ) $ 518

Net income attributable to noncontrolling interests 2

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Restructuring, acquisition, and integration related expenses ( 36 )

(Loss) gain on sale of assets and other asset charges ( 57 ) ( 30 ) 87

Multi-employer pension plan withdrawal (charges) benefit — ( 1 ) 8

Other retail expense — ( 1 ) —

Loss on sale of assets and other asset charges ( 57 )

Business transformation costs ( 52 )

Other adjustments ( 4 )

(Loss) income before income taxes $ ( 137 ) $ 7 $ 310

Loss before income taxes

Other Segment Disclosures:

Depreciation and amortization $ 101 $ 172 $ 35 $ 11 $ 319

Payments for capital expenditures $ 171 $ 140 $ 24 $ 10 $ 345

(1) Effective for the fourth quarter of fiscal 2025, the Company updated its segment reporting structure as described above.

Prior periods have been recast to conform to the Company’s new reportable operating segments and current allocation methodology.

There was no impact to the Company’s consolidated results.

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(3) Other segment items for each reportable segment include:

• Natural and Conventional – other operating costs such as selling, general and administrative expenses and certain allocated corporate costs

(in millions) Natural Conventional Retail Corporate and Other Consolidated Totals

Net sales (revenues from external customers) $ 14,094 $ 13,698 $ 2,480 $ — $ 30,272

Intersegment Net sales 70 1,331 — — 1,401

14,164 15,029 2,480 — $ 31,673

Total depreciation and amortization

Elimination of intersegment Net sales ( 1,401 )

Net sales $ 30,272

Cost of sales (2)

12,215 13,389 1,815 —

Payments for capital expenditures:

Distribution expenses (2)

1,217 1,022 — —

Total capital expenditures

404 317 593 61

(1) For fiscal 2024, 2023 and 2022, as presented in Note 3—Revenue Recognition, the Company recorded $ 1,272 million, $ 1,331 million and $ 1,358 million, respectively, within Net sales in its Wholesale reportable segment attributable to Wholesale to Retail sales that have been eliminated upon consolidation.

Total assets by reportable segment were as follows:

(in millions) August 3,

2024 July 29,

Wholesale $ 6,563 $ 6,405

Retail 606 648

Other 401 377

Eliminations ( 42 ) ( 36 )

Total assets $ 7,528 $ 7,394

Adjusted EBITDA 328 301 72 ( 61 ) $ 640

Net income attributable to noncontrolling interests 6

Net periodic benefit income, excluding service cost 29

Interest expense, net ( 144 )

Other income, net 2

Depreciation and amortization ( 304 )

Share-based compensation ( 38 )

LIFO charge ( 119 )

Restructuring, acquisition, and integration related expenses ( 8 )

Loss on sale of assets and other asset charges ( 30 )

Multi-employer pension plan withdrawal (charges) benefit ( 1 )

Other retail expense ( 1 )

Business transformation costs ( 25 )

Income before income taxes

Other Segment Disclosures:

Depreciation and amortization $ 96 $ 168 $ 36 $ 4 $ 304

Payments for capital expenditures $ 110 $ 177 $ 34 $ 2 $ 323

(1) Effective for the fourth quarter of fiscal 2025, the Company updated its segment reporting structure as described above.

Prior periods have been recast to conform to the Company’s new reportable operating segments and current allocation methodology.

There was no impact to the Company’s consolidated results.

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(3) Other segment items for each reportable segment include:

• Natural and Conventional – other operating costs such as selling, general and administrative expenses and certain allocated corporate costs

NOTE 17—COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

Guarantees and Contingent Liabilities

The Company has outstanding guarantees related to certain leases, fixture financing loans and other debt obligations of various retailers as of August 3, 2024.

The Company has outstanding guarantees related to certain lease obligations of various retailers as of August 2, 2025.

These guarantees were generally made to support the business growth of wholesale customers.

The guarantees are generally for the entire terms of the leases, fixture financing loans or other debt obligations with remaining terms that range from less than one year to six years , with a weighted average remaining term of approximately four years .

The guarantees are generally for the entire terms of the leases, with remaining terms that range from less than one year to eleven years , with a weighted average remaining term of approximately five years .

For each guarantee issued, if the wholesale customer or other third-party defaults on a payment, the Company would be required to make payments under its guarantee.

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As of August 2, 2025, the maximum amount of undiscounted payments the Company would be required to make in the event of default of all guarantees was $ 10 million ($ 9 million on a discounted basis).

Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, as of August 3, 2024, a total estimated loss of less than $ 1 million is recorded in the Consolidated Balance Sheets.

Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, as of August 2, 2025, the Company has recorded a de minimis total estimated loss in the Consolidated Balance Sheets.

The Company is a party to a variety of contractual agreements under which it may be obligated to indemnify the other party for certain matters in the ordinary course of business, which indemnities may be secured by operation of law or otherwise.

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At an April 24, 2024 status conference, the MDL Court directed that the plaintiffs and non-litigating defendants, which includes the Company, determine whether the cases will be dismissed, litigated or mediated.

At the status conference on June 10, 2024, the Company indicated it is open to exploring mediation.

On June 3, 2025, the Company began the process of mediation.

The Company believes these claims are without merit and intends to vigorously defend this matter.

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On November 27, 2023, the court held a scheduling conference and thereafter entered a scheduling order setting various discovery and expert deadlines.

The trial date is set for July 21, 2025.

The trial date is set for May 18, 2026.

The Company believes these claims are without merit and is vigorously defending this matter.

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On May 20, 2024, the District Court heard oral argument on the pending motions for summary judgment and on September 30, 2024, the Court denied both parties’ motions for summary judgment on scienter and granted relators’ motion for summary judgment on materiality.

The trial is now scheduled to begin February 3, 2025.

On March 4, 2025, after a three-week jury trial, the jury found in favor of the Company determining that the Company has no liability.

On April 1, 2025, the relators filed a motion asking the Court to alter or amend the judgment to enter judgment for relators on penalties and a new trial on damages.

The Company filed its response in opposition to the motion on April 29, 2025.

The Company, J.

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The defendants filed a Motion to Dismiss on December 21, 2023, and on September 13, 2024, the court issued an opinion granting in part and denying in part the motion.

On October 28, 2024, the Company answered the complaint denying the allegations.

On March 7, 2025, the plaintiffs filed a motion for class certification and the Company filed its response on June 13, 2025.

A mediation has been scheduled for November 17, 2025.

The Company intends to vigorously defend this matter.

The Company is named in a putative class action lawsuit that was filed on November 3, 2024.

The case is captioned NYSM Organics LLC v.

United Natural Foods, Inc., and is pending in the Rhode Island Superior Court.

In the Amended Complaint, which was filed on December 30, 2024, the plaintiff alleges that the Company took prompt-pay discounts improperly.

The Amended Complaint asserts claims for breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, and violation of the Massachusetts Consumer Protection Act.

In an order dated June 5, 2025, the Court dismissed the Massachusetts Consumer Protection Act claim.

The Company filed its answer to the Amended Complaint on June 16, 2025.

From time to time, the Company receives notice of claims or potential claims or becomes involved in litigation, alternative dispute resolution, such as arbitration, or other legal and regulatory proceedings that arise in the ordinary course of its business, including investigations and claims regarding employment law, including wage and hour (including class actions);

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and antitrust.

Additionally, costs could result from claims from customers or suppliers related to the Cybersecurity Incident.

Other than as described above, there are no pending material legal proceedings to which the Company is a party or to which its property is subject.

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Management regularly monitors the Company’s exposure to the loss contingencies associated with these matters and may from time to time change its predictions with respect to outcomes and estimates with respect to related costs and exposures.

Management has made provisions where it believes the loss contingency is probable and can be reasonably estimated.

As of August 2, 2025, no material accrued obligations, individually or in the aggregate, have been recorded for these legal proceedings.

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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-K

Item 8. Financial Statements and Supplementary Data