19 unchanged sentences
OTHER INFORMATION
−Removed: On June 7, 2024 , Danielle Benedict , our Chief Human Resources Officer , entered into a 10b5-1 sales plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
−Removed: The plan provides for the potential sale, on the dates and at the prices set forth in the plan, of up to 24,202 shares of our common stock from October 4, 2024 through the plan’s end date of June 6, 2025.
+Added: On September 25, 2025, the Compensation Committee adopted the United Natural Foods, Inc.
+Added: Executive Severance Plan (the “Severance Plan”), which will provide severance payments and benefits to eligible employees of the Company (“Eligible Associates”) in connection with certain terminations of employment.
+Added: The Severance Plan will become effective on October 24, 2025 (the “Effective Date”).
+Added: Eligible Associates include each of the Named Executive Officers, as well as executive officers and certain other officers of the Company who had preexisting severance agreements in place.
+Added: For executive officers and officers who are party to an existing severance agreement with the Company that expires after the Effective Date, such executive officer will become an Eligible Associate on the day immediately following the expiration date of the current severance agreement.
+Added: Under the Severance Plan, if the Company terminates an Eligible Associate’s employment without Cause (as defined in the Severance Plan) or such Eligible Associate resigns for Good Reason (as defined in the Severance Plan), in either case, other than in connection with or during the two-year period following a Change in Control, and subject to the effectiveness of a release in favor of the Company, (i) the Eligible Associate (other than the CEO) will continue to receive his or her base salary for one year, a lump sum cash payment equal to one time the Eligible Associate’s target bonus amount, a prorated portion of incentive compensation earned based on the number of days of service in the year and a lump sum cash payment of $35,000 for medical benefits and (ii) the CEO will continue to receive his or her base salary for two years, a lump sum cash payment equal to two times the CEO’s target bonus amount, a prorated portion of incentive compensation earned based on the number of days of service in the year and a lump sum cash payment of $70,000 for medical benefits.
+Added: The description above is a summary of the Severance Plan and is subject to and qualified in its entirety by the terms of the Severance Plan, a copy of which is filed herewith as Exhibit 10.39 and incorporated herein by reference.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
3 unchanged sentences
We have adopted a code of conduct and ethics that applies to all employees, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer.
−Removed: Our code of conduct and ethics is publicly available on our website at www.unfi.com and is available free of charge by writing to United Natural Foods, Inc., 313 Iron Horse Way, Providence, RI 02908, Attn:
+Added: Our code of conduct and ethics is publicly available on our website at www.unfi.com and is available free of charge by writing to United Natural Foods, Inc., 15 Park Row West, Suite 302, Providence, RI 02903, Attn:
Investor Relations.
7 unchanged sentences
The information required by this item will be contained in the Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Director Independence” and is incorporated herein by this reference.
−Removed: PRINCIPAL ACCOUNTING FEES AND SERVICES
+Added: PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be contained in the Proxy Statement under the captions “Fees Paid to KPMG LLP” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services,” and is incorporated herein by this reference.
−Removed: EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Financial Statements:
9 unchanged sentences
(a)3.&(b) Exhibits:
−Removed: 2.1 Agreement and Plan of Merger, dated July 25, 2018, by and among SUPERVALU INC., SUPERVALU Enterprises, Inc., the Registrant and Jedi Merger Sub, Inc.
−Removed: (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 26, 2018).
−Removed: 2.2 First Amendment to Agreement and Plan of Merger, dated as of October 10, 2018, by and among United Natural Foods, Inc., Jedi Merger Sub, Inc., SUPERVALU INC.
−Removed: and SUPERVALU Enterprises, Inc.
−Removed: (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 10, 2018).
3.1 Certificate of Incorporation of the Registrant, as amended (restated for SEC filing purposes only) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2015).
1 unchanged sentence
4.1 Specimen Certificate for shares of Common Stock, $0.01 par value, of the Registrant (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 1, 2009).
−Removed: 4.2 Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to the Registrant ’ s An n ual Report on Form 10-K for the year ended July 29, 2023).
+Added: 4.2 Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2023).
10.1+ Amended and Restated Agreement for the Distribution of Products, dated May 21, 2024, between Whole Foods Market Services, Inc.
24 unchanged sentences
10.16** Form of PSU Award Agreement (CEO) pursuant to the Registrant’s Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2021).
−Removed: 10.17** Form of Inducement RSU Award Agreement (CEO) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2021).
−Removed: 10.18** Form of Inducement PSU Award Agreement (CEO) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2021).
−Removed: 10.19** Waiver and Release Agreement, by and between the Registrant and Jill E.
−Removed: Sutton (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 29, 2022).
10.17** Amended and Restated 2020 Equity Incentive Plan, as amended on June 3, 2021 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2021).
1 unchanged sentence
10.19** Form of PSU Award Agreement pursuant to the Registrant’s Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2021).
−Removed: 10.23** Form of Inducement RSU Award Agreement (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021).
10.20** Form of Amended and Restated Severance Agreement, effective as of October 23, 2022 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 30, 2022).
9 unchanged sentences
10.29** Form of Indemnification Agreement (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2023).
−Removed: 10.34** United Natural Foods, Inc.
−Removed: Annual Incentive Plan, as further amended, effective as of September 21, 2023 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2023).
−Removed: 10.35 Cooperation Agreement, dated as of September 25, 2023, by and among JCP Investment Partnership, LP, a Texas limited partnership, JCP Investment Partners, LP, a Texas limited partnership, JCP Investment Holdings, LLC, a Texas limited liability company, JCP Investment Management, LLC, a Texas limited liability company, and James C.
−Removed: Pappas, and United Natural Foods, Inc., a Delaware corporation (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 26, 2023).
10.30** Third Amended and Restated United Natural Foods, Inc.
1 unchanged sentence
10.31** Form of Indemnification Agreement (for agreements entered into after February 29, 2024) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 27, 2024).
−Removed: 10.38** Offer Letter, dated February 29, 2024, between the Company and Giorgio Matteo Tarditi (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 6, 2024).
10.32** United Natural Foods, Inc.
−Removed: Annual Incentive Plan, as further amended, effective as of September 26, 2024.
−Removed: 10.40* ** Form of RSU Award Agreement (CEO, Retail).
−Removed: 10.41* ** Form of PSU Award Agreement (CEO, Retail).
+Added: Annual Incentive Plan, as further amended, effective as of September 26, 2024 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 3, 2024).
+Added: 10.33** Form of PSU Award Agreement (CEO, Retail) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 3, 2024).
+Added: 10.34** Fourth Amended and Restated United Natural Foods, Inc.
+Added: 2020 Equity Incentive Plan (filed as Annex A to the Registrant’s Proxy Statement on Form DEF 14A filed on November 6, 2024).
+Added: 10.35** Form of RSU Award Agreement (for grants made on or after December 19, 2024), pursuant to the Registrant’s Fourth Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 1, 2025).
+Added: 10.36** Form of PSU Award Agreement (for grants made on or after December 19, 2024), pursuant to the Registrant’s Fourth Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 1, 2025).
+Added: 10.37** Form of RSU Award Agreement (CEO) (for grants made on or after December 19, 2024), pursuant to the Registrant’s Fourth Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 1, 2025).
+Added: 10.38** Form of PSU Award Agreement (CEO) (for grants made on or after December 19, 2024), pursuant to the Registrant’s Fourth Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 1, 2025).
+Added: 10.39* ** United Natural Foods, Inc.
+Added: Executive Severance Plan.
19* UNFI Amended and Restated Policy Regarding Trading in Company Securities.
10 unchanged sentences
(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive (Loss) Income, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
−Removed: 104 The cover page from the Registrant’s Annual Report on Form 10-K for the year ended August 3, 2024, filed with the SEC on October 1, 2024, formatted in Inline XBRL (included in Exhibit 101).
+Added: 104 The cover page from the Registrant’s Annual Report on Form 10-K for the year ended August 2, 2025, formatted in Inline XBRL (included in Exhibit 101).
* Filed herewith.
8 unchanged sentences
(Principal Financial Officer)
−Removed: October 1, 2024
+Added: September 30, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name Title Date
−Removed: ALEXANDER MILLER DOUGLAS Chief Executive Officer (Principal Executive Officer) and Director October 1, 2024
+Added: ALEXANDER MILLER DOUGLAS Chief Executive Officer (Principal Executive Officer) and Director September 30, 2025
Alexander Miller Douglas
−Removed: /s/ GIORGIO MATTEO TARDITI President and Chief Financial Officer (Principal Financial Officer) October 1, 2024
+Added: /s/ GIORGIO MATTEO TARDITI President and Chief Financial Officer (Principal Financial Officer) September 30, 2025
Giorgio Matteo Tarditi
−Removed: ERIC ESPER Chief Accounting Officer (Principal Accounting Officer) October 1, 2024
−Removed: STAHL Chairman October 1, 2024
−Removed: BLAKE Director October 1, 2024
+Added: ERIC ESPER Chief Accounting Officer (Principal Accounting Officer) September 30, 2025
+Added: STAHL Chairman September 30, 2025
+Added: BLAKE Director September 30, 2025
/s/ GLORIA R.
−Removed: BOYLAND Director October 1, 2024
−Removed: /s/ DENISE M.
−Removed: CLARK Director October 1, 2024
+Added: BOYLAND Director September 30, 2025
/s/ DAPHNE J.
−Removed: DUFRESNE Director October 1, 2024
+Added: DUFRESNE Director September 30, 2025
/s/ MICHAEL S.
−Removed: FUNK Director October 1, 2024
−Removed: LOREE Director October 1, 2024
−Removed: MUEHLBAUER Director October 1, 2024
−Removed: PAPPAS Director October 1, 2024
−Removed: /s/ MOHAMMAD SHAMIM Director October 1, 2024
+Added: FUNK Director September 30, 2025
+Added: LOREE Director September 30, 2025
+Added: MUEHLBAUER Director September 30, 2025
+Added: PAPPAS Director September 30, 2025
+Added: /s/ MOHAMMAD SHAMIM Director September 30, 2025
Mohammad Shamim
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.