What changed in this filing

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Item 1. Financial Statements

2025-12-02 compared with 2025-06-10 · 188 added, 278 removed, 483 unchanged (49% of the section changed)

35 unchanged sentences

Common stock, $ 0.01 par value, authorized 100.0 shares;

63.1 shares issued and 60.6 shares outstanding at May 3, 2025;

63.4 shares issued and 60.9 shares outstanding at November 1, 2025;

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

13 unchanged sentences

(in millions, except for per share data)

13-Week Period Ended 39-Week Period Ended

2025 April 27,

13-Week Period Ended

2025 November 2,

Net sales $ 7,840 $ 7,871

26 unchanged sentences

(in millions)

13-Week Period Ended 39-Week Period Ended

2025 April 27,

13-Week Period Ended

2025 November 2,

Net loss including noncontrolling interests $ ( 4 ) $ ( 20 )

Other comprehensive (loss) income:

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

Recognition of interest rate swap cash flow hedges, net of tax (1)

( 4 ) 3 ( 1 ) ( 4 )

Foreign currency translation adjustments ( 1 ) —

4 unchanged sentences

$ ( 5 ) $ ( 19 )

(1) Amounts are net of tax (benefit) expense of $( 1 ) million and $ 1 million for the third quarters of fiscal 2025 and 2024, respectively, and $ 0 million and $( 1 ) million for fiscal 2025 and 2024 year-to-date, respectively.

(1) Amounts are net of tax expense of $ 0 million and $ 1 million for the first quarters of fiscal 2026 and 2025, respectively.

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

For the 13-week periods ended May 3, 2025 and April 27, 2024

For the 13-week periods ended November 1, 2025 and November 2, 2024

(in millions)

4 unchanged sentences

Shares Amount Shares Amount

Balances at February 1, 2025 63.0 $ 1 2.5 $ ( 86 ) $ 642 $ ( 46 ) $ 1,114 $ 1,625 $ — $ 1,625

Balances at August 2, 2025 63.1 $ 1 2.5 $ ( 86 ) $ 658 $ ( 42 ) $ 1,020 $ 1,551 $ 3 $ 1,554

Restricted stock vestings 0.3 — — — ( 5 ) — — ( 5 ) — ( 5 )

3 unchanged sentences

Net loss — — — — — — ( 4 ) ( 4 ) — ( 4 )

Balances at May 3, 2025 63.1 $ 1 2.5 $ ( 86 ) $ 650 $ ( 47 ) $ 1,107 $ 1,625 $ ( 1 ) $ 1,624

Balances at January 27, 2024 61.9 $ 1 2.5 $ ( 86 ) $ 616 $ ( 35 ) $ 1,196 $ 1,692 $ — $ 1,692

Restricted stock vestings 0.1 — — — — — — — — —

Share-based compensation — — — — 11 — — 11 — 11

Other comprehensive income — — — — — 2 — 2 — 2

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

Distributions to noncontrolling interests — — — — — — — — ( 2 ) ( 2 )

Net (loss) income — — — — — — ( 21 ) ( 21 ) 1 ( 20 )

Balances at April 27, 2024 62.0 $ 1 2.5 $ ( 86 ) $ 624 $ ( 33 ) $ 1,175 $ 1,681 $ — $ 1,681

See accompanying Notes to Condensed Consolidated Financial Statements.

UNITED NATURAL FOODS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

For the 39-week periods ended May 3, 2025 and April 27, 2024

(in millions)

Common Stock Treasury Stock Additional

Paid-in Capital Accumulated

Comprehensive Loss Retained Earnings Total United Natural Foods, Inc.

Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity

Shares Amount Shares Amount

Balances at November 1, 2025 63.4 $ 1 2.5 $ ( 86 ) $ 659 $ ( 43 ) $ 1,016 $ 1,547 $ 1 $ 1,548

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

1 unchanged sentence

Share-based compensation — — — — 7 — — 7 — 7

Other comprehensive loss — — — — — — — — — —

Distributions to noncontrolling interests — — — — — — — — ( 3 ) ( 3 )

Net (loss) income — — — — — — ( 31 ) ( 31 ) 2 ( 29 )

Balances at May 3, 2025 63.1 $ 1 2.5 $ ( 86 ) $ 650 $ ( 47 ) $ 1,107 $ 1,625 $ ( 1 ) $ 1,624

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

Restricted stock vestings 1.0 — — — ( 6 ) — — ( 6 ) — ( 6 )

Share-based compensation — — — — 27 — — 27 — 27

Other comprehensive loss — — — — — ( 5 ) — ( 5 ) — ( 5 )

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

Other comprehensive income — — — — — 2 — 2 — 2

Distributions to noncontrolling interests — — — — — — — — ( 1 ) ( 1 )

Net (loss) income — — — — — — ( 21 ) ( 21 ) 1 ( 20 )

Balances at April 27, 2024 62.0 $ 1 2.5 $ ( 86 ) $ 624 $ ( 33 ) $ 1,175 $ 1,681 $ — $ 1,681

Balances at November 2, 2024 62.4 $ 1 2.5 $ ( 86 ) $ 638 $ ( 45 ) $ 1,117 $ 1,625 $ — $ 1,625

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

13-Week Period Ended

(in millions) May 3,

2025 April 27,

(in millions) November 1,

2025 November 2,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss including noncontrolling interests $ ( 4 ) $ ( 20 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 77 80

3 unchanged sentences

Net pension and other postretirement benefit income ( 6 ) ( 5 )

Deferred income tax benefit ( 3 ) —

LIFO charge 5 7

7 unchanged sentences

Accrued expenses and other liabilities ( 145 ) ( 104 )

Net cash provided by operating activities

Net cash used in operating activities

( 38 ) ( 110 )

CASH FLOWS FROM INVESTING ACTIVITIES:

7 unchanged sentences

Proceeds from borrowings under revolving credit line 809 339

Proceeds from issuance of other loans — 15

Repayments of borrowings under revolving credit line ( 751 ) ( 176 )

1 unchanged sentence

Payments of employee restricted stock tax withholdings ( 5 ) ( 4 )

Payments for debt issuance costs ( 1 ) —

Distributions to noncontrolling interests ( 2 ) ( 1 )

Repayments of other loans — ( 2 )

Other — ( 2 )

Net cash (used in) provided by financing activities

Net cash provided by financing activities

EFFECT OF EXCHANGE RATE ON CASH — —

NET INCREASE IN CASH AND CASH EQUIVALENTS

NET DECREASE IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents, at beginning of period 44 40

2 unchanged sentences

Cash paid for interest $ 44 $ 48

Cash payments (refunds) for federal, state, and foreign income taxes, net $ 1 $ ( 10 )

Cash refunds for federal, state, and foreign income taxes, net $ ( 1 ) $ ( 2 )

Leased assets obtained in exchange for new operating lease liabilities $ 6 $ 183

11 unchanged sentences

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

References to the third quarter of fiscal 2025 and 2024 relate to the 13-week fiscal quarters ended May 3, 2025 and April 27, 2024, respectively.

References to fiscal 2025 and 2024 year-to-date relate to the 39-week fiscal periods ended May 3, 2025 and April 27, 2024, respectively.

References to the first quarter of fiscal 2026 and 2025 relate to the 13-week fiscal quarters ended November 1, 2025 and November 2, 2024, respectively.

Basis of Presentation

13 unchanged sentences

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

Cybersecurity Incident

As previously disclosed, 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 the first quarter of fiscal 2026, the Company recognized $ 14 million of incremental costs and charges related to the Cybersecurity Incident, of which $ 13 million is included in Gross profit and $ 1 million is included in Operating expenses in the Condensed 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 costs, expenses, and losses stemming from the Cybersecurity Incident and expects that the full claim and settlement process will extend throughout fiscal 2026.

In the first quarter of fiscal 2026, the Company received $ 10 million in cybersecurity insurance proceeds related to the Cybersecurity Incident the Company experienced in the fourth quarter of fiscal 2025, which was recognized as a reduction to Operating expenses in the Condensed Consolidated Statements of Operations.

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

Cash and Cash Equivalents

3 unchanged sentences

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

As of May 3, 2025 and August 3, 2024, the Company had net book overdrafts of $ 249 million and $ 243 million, respectively.

As of November 1, 2025 and August 2, 2025, the Company had net book overdrafts of $ 328 million and $ 267 million, respectively.

Inventories, Net

4 unchanged sentences

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

The LIFO reserve was $ 356 million and $ 351 million as of May 3, 2025 and August 3, 2024, respectively, which is recorded within Inventories, net on the Condensed Consolidated Balance Sheets.

The LIFO reserve was $ 354 million and $ 349 million as of November 1, 2025 and August 2, 2025, respectively, which is recorded within Inventories, net on the Condensed Consolidated Balance Sheets.

NOTE 2—RECENTLY ADOPTED AND 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):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions .

ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

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

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 Condensed Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

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

Improvements to Reportable Segment Disclosures .

ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM.

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 provisions of the amendments in this update will not have an impact on the Company’s financial position, results of operations or cash flows.

The Company continues to evaluate the impact of enhanced disclosure requirements on the notes to the consolidated financial statements and expects to provide expanded segment disclosures under the new guidance.

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

6 unchanged sentences

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.

The Company continues to evaluate the impact of adopting the amendments in this update on its consolidated financial statements.

Other than the new annual disclosure requirements, the ASU is not expected to have a significant 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):

6 unchanged sentences

NOTE 3—REVENUE RECOGNITION

Disaggregation of Revenues

In the second quarter of fiscal 2025, the Company announced that it is realigning its commercial wholesale organization into two product-centered business divisions to enhance service to its customers and suppliers with commercial teams providing a more customized product and service-centered experience.

These two divisions, Conventional Grocery Products and Natural, Organic, Specialty & Fresh Products, each have focused sales teams aligned to the unique product and service needs of their retail customers.

The Company updated its presentation of disaggregated revenue to align with how management evaluates its top-line commercial and financial performance.

Prior period disaggregation of revenue amounts have been recast to conform with the Company’s current period presentation.

The Company continues to effect the changes necessary to complete the divisional realignment.

The Company disaggregates revenue into the following three categories based on product and service offerings:

• 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.

The following tables detail the Company’s Net sales for the periods presented by the aforementioned categories 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.

13-Week Period Ended May 3, 2025

(in millions)

Wholesale Retail Other Eliminations (1)

Natural $ 4,148 $ — $ 56 $ ( 44 ) $ 4,160

Conventional 3,628 — — — 3,628

Retail — 573 — — 573

Eliminations — — — ( 302 ) ( 302 )

Total $ 7,776 $ 573 $ 56 $ ( 346 ) $ 8,059

13-Week Period Ended April 27, 2024 (2)

(in millions)

Wholesale Retail Other Eliminations (1)

Natural $ 3,702 $ — $ 50 $ ( 39 ) $ 3,713

Conventional 3,534 — — — 3,534

Retail — 571 — — 571

Eliminations — — — ( 320 ) ( 320 )

Total $ 7,236 $ 571 $ 50 $ ( 359 ) $ 7,498

39-Week Period Ended May 3, 2025

(in millions)

Wholesale Retail Other Eliminations (1)

Natural $ 11,985 $ — $ 167 $ ( 133 ) $ 12,019

Conventional 11,253 — — — 11,253

Retail — 1,769 — — 1,769

Eliminations — — — ( 953 ) ( 953 )

Total $ 23,238 $ 1,769 $ 167 $ ( 1,086 ) $ 24,088

39-Week Period Ended April 27, 2024 (2)

(in millions)

Wholesale Retail Other Eliminations (1)

Natural $ 10,975 $ — $ 162 $ ( 132 ) $ 11,005

Conventional 11,029 — — — 11,029

Retail — 1,808 — — 1,808

Eliminations — — — ( 1,017 ) ( 1,017 )

Total $ 22,004 $ 1,808 $ 162 $ ( 1,149 ) $ 22,825

(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.

(2) In the second quarter of fiscal 2025, the Company updated its presentation of disaggregated revenue as described above.

Prior period disaggregation of revenue amounts in the above tables have been recast to conform with the Company’s current period presentation.

There was no impact to the Condensed Consolidated Statements of Operations as a result.

The Company serves customers in the United States and Canada, as well as customers located in other countries.

1 unchanged sentence

The Company does not have any performance obligations on international shipments subsequent to delivery to the domestic port.

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 14—Business Segments for Net sales by reportable segment.

Accounts and Notes Receivable Balances

Accounts and notes receivable are as follows:

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

(in millions) November 1, 2025 August 2, 2025

Customer accounts receivable $ 1,009 $ 1,062

5 unchanged sentences

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.

Accounts receivable that the Company is servicing on behalf of the financial institution, which would have otherwise been outstanding as of May 3, 2025 and August 3, 2024, was approximately $ 417 million and $ 322 million, respectively.

As of November 1, 2025, the agreement allows for the Company to sell up to a maximum amount of $ 500 million of accounts receivable.

Accounts receivable that the Company is servicing on behalf of the financial institution, which would have otherwise been outstanding as of November 1, 2025 and August 2, 2025, was approximately $ 394 million and $ 380 million, respectively.

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

The loss on sale of receivables was $ 5 million and $ 6 million for the third quarters of fiscal 2025 and 2024, respectively, and $ 14 million and $ 16 million for fiscal 2025 and 2024 year-to-date, respectively, and is recorded within Loss on sale of assets and other asset charges in the Condensed Consolidated Statements of Operations.

The loss on sale of receivables was $ 4 million and $ 5 million for the first quarters of fiscal 2026 and 2025, respectively, and is recorded within Loss on sale of assets and other asset charges in the Condensed Consolidated Statements of Operations.

NOTE 4—RESTRUCTURING, ACQUISITION AND INTEGRATION RELATED EXPENSES

Restructuring, acquisition and integration related expenses were as follows:

13-Week Period Ended 39-Week Period Ended

(in millions) May 3, 2025 April 27, 2024 May 3, 2025 April 27, 2024

13-Week Period Ended

(in millions) November 1, 2025 November 2, 2024

Restructuring and integration costs $ 16 $ 11

2 unchanged sentences

Restructuring and Integration Costs

Restructuring and integration costs for the third quarter and year-to-date 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 the third quarter and year-to-date fiscal 2024 primarily relate to costs associated with certain employee severance and other employee separation costs.

Restructuring liabilities related to severance and other employee separation costs were $ 15 million and $ 16 million as of May 3, 2025 and August 3, 2024, respectively, and are included in Accrued expenses and other current liabilities and Accrued compensation and benefits in the Condensed Consolidated Balance Sheets.

Changes in the liability for severance and other employee separation costs for the 39-week period ended May 3, 2025 included $ 19 million attributable to restructuring and severance-related charges offset by $ 20 million attributable to cash settlements from the prior period balance.

Restructuring and integration costs for the first quarter of fiscal 2026 primarily include an adjustment to previously recorded multiemployer pension plan withdrawal liabilities and costs associated with certain employee severance and other employee separation costs.

Restructuring and integration costs for the first quarter of fiscal 2025 primarily relate to costs associated with certain employee severance and other employee separation costs.

Closed Property Charges and Costs

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

Closed property charges for the first quarters of fiscal 2026 and 2025 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 certain restructuring liabilities for the first quarter of fiscal 2026, which are included in Accrued expenses and other current liabilities and Accrued compensation and benefits in the Condensed Consolidated Balance Sheets:

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

Balances at August 2, 2025

Restructuring-related charges 4 —

Cash settlements ( 5 ) ( 35 )

Balances at November 1, 2025

Contract Termination Charges and Costs

In the fourth quarter of 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.

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

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

All installment amounts owed related to the contract termination have been paid as of November 1, 2025.

NOTE 5—ASSET IMPAIRMENT CHARGES

During the first quarter of fiscal 2026, the Company recorded a $ 10 million non-cash asset impairment charge related to the decision to close certain retail store locations, all of which related to operating lease assets.

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

There were no asset impairment charges recorded in the first quarter of fiscal 2025.

NOTE 6—GOODWILL AND INTANGIBLE ASSETS, NET

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 August 3, 2024

Change in foreign exchange rates — — —

Goodwill as of May 3, 2025

(1) Wholesale amounts are net of accumulated goodwill impairment charges of $ 717 million as of August 3, 2024 and May 3, 2025.

(2) Other amounts are net of accumulated goodwill impairment charges of $ 10 million as of August 3, 2024 and May 3, 2025.

The Company’s Goodwill balance as of November 1, 2025 and August 2, 2025 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 the first quarters of fiscal 2026 and 2025.

Changes in the carrying value of Goodwill for the first quarters of fiscal 2026 and 2025 were due to changes in foreign exchange rates.

Identifiable intangible assets, net consisted of the following:

May 3, 2025 August 3, 2024

November 1, 2025 August 2, 2025

(in millions) Gross Carrying

12 unchanged sentences

Intangibles assets, net $ 1,153 $ 595 $ 558 $ 1,153 $ 577 $ 576

Amortization expense was $ 17 million for the third quarters of fiscal 2025 and 2024, and $ 53 million for fiscal 2025 and 2024 year-to-date.

The estimated future amortization expense for each of the next five fiscal years and thereafter on amortizing intangible assets existing as of May 3, 2025 is as shown below:

Amortization expense was $ 18 million for the first quarters of fiscal 2026 and 2025.

The estimated future amortization expense for each of the next five fiscal years and thereafter on amortizing intangible assets existing as of November 1, 2025 is as shown below:

(in millions)

4 unchanged sentences

The following tables provide the fair value hierarchy for financial assets and liabilities measured on a recurring basis:

Condensed Consolidated Balance Sheets Location Fair Value at May 3, 2025

Condensed Consolidated Balance Sheets Location Fair Value at November 1, 2025

(in millions) Level 1 Level 2 Level 3

Interest rate swaps designated as hedging instruments Prepaid expenses and other current assets $ — $ 2 $ —

Interest rate swaps designated as hedging instruments Accrued expenses and other current liabilities $ — $ 1 $ —

Interest rate swaps designated as hedging instruments Other long-term liabilities $ — $ 2 $ —

Fuel derivatives designated as hedging instruments Accrued expenses and other current liabilities $ — $ 2 $ —

Condensed Consolidated Balance Sheets Location Fair Value at August 2, 2025

1 unchanged sentence

Interest rate swaps designated as hedging instruments 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 $ —

2 unchanged sentences

The interest rate swap contracts are valued using an income approach interest rate swap valuation model incorporating observable market inputs including interest rates, Secured Overnight Financing Rate (“SOFR”) swap rates and credit default swap rates.

As of May 3, 2025, a 100-basis point increase in forward SOFR interest rates would increase the fair value of the interest rate swaps by approximately $ 11 million;

As of November 1, 2025, a 100-basis point increase in forward SOFR interest rates would increase the fair value of the interest rate swaps by approximately $ 8 million;

a 100-basis point decrease in forward SOFR interest rates would decrease the fair value of the interest rate swaps by approximately $ 8 million.

5 unchanged sentences

In the table below, the carrying value of the Company’s long-term debt is net of original issue discounts and debt issuance costs.

May 3, 2025 August 3, 2024

November 1, 2025 August 2, 2025

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

5 unchanged sentences

Interest rate swap contracts are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures.

The Company’s interest rate swap contracts are designated as cash flow hedges as of May 3, 2025.

The Company’s interest rate swap contracts are designated as cash flow hedges as of November 1, 2025.

Interest rate swap contracts are reflected at their fair values in the Condensed Consolidated Balance Sheets.

Refer to Note 7—Fair Value Measurements of Financial Instruments for further information on the fair value of interest rate swap contracts.

Details of active swap contracts as of May 3, 2025, which are all pay fixed and receive floating, are as follows:

Details of active swap contracts as of November 1, 2025, which are all pay fixed and receive floating, are as follows:

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

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

November 16, 2018 October 22, 2025 50 2.8750 % One-Month Term SOFR Monthly

November 16, 2018 October 22, 2025 50 2.8380 % One-Month Term SOFR Monthly

January 24, 2019 October 22, 2025 50 2.4750 % One-Month Term SOFR Monthly

December 29, 2023 June 3, 2027 100 3.7525 % One-Month Term SOFR Monthly

11 unchanged sentences

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

13-Week Period Ended 39-Week Period Ended

May 3, 2025 April 27, 2024 May 3, 2025 April 27, 2024

(in millions) Interest expense, net Interest expense, net

13-Week Period Ended

November 1, 2025 November 2, 2024

(in millions) Interest expense, net

Total amounts of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded

$ 36 $ 37 $ 110 $ 112

Gain on cash flow hedging relationships:

Gain reclassified from comprehensive loss into earnings

$ 1 $ 5 $ 7 $ 15

NOTE 9—LONG-TERM DEBT

1 unchanged sentence

(in millions) Average Interest Rate at

Fiscal Maturity Year May 3,

November 1, 2025

Fiscal Maturity Year November 1,

2025 August 2,

5 unchanged sentences

6.75 % 2029 500 500

Other secured loans — % 2025 — 1

Debt issuance costs, net ( 12 ) ( 13 )

7 unchanged sentences

Term Loan Facility

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.

The term loan agreement dated as of October 22, 2018 (as amended, the “Term Loan Agreement”) provides for a senior secured first lien term loan (the “Term Loan Facility”) in an initial principal amount of $ 500 million, 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.

The obligations under the Term Loan Facility are guaranteed by most of the Company’s wholly owned subsidiaries (collectively, the “Guarantors”), subject to customary exceptions and limitations.

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 May 3, 2025 and August 3, 2024, there was $ 651 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 Condensed Consolidated Balance Sheets.

As of May 3, 2025, the borrowings under the Term Loan Facility bear interest at rates that, at the Term Borrowers’ option, can be either:

As of November 1, 2025 and August 2, 2025, there was $ 633 million and $ 642 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 Condensed Consolidated Balance Sheets.

As of November 1, 2025, the borrowings under the Term Loan Facility bear interest at rates that, at the Company’s 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 %.

Subsequent to the third quarter of fiscal 2025, 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.

This prepayment will count towards any requirement to prepay the Term Loan Facility from Excess Cash Flow (as defined in the Term Loan Agreement) generated during fiscal 2025, which would be due in fiscal 2026.

In connection with this prepayment, the Company expects to incur a loss on debt extinguishment of $ 4 million in the fourth quarter of fiscal 2025 related to unamortized debt issuance costs, unamortized original issue discount and the required 1 % prepayment premium, which will be recorded within Interest expense, net.

ABL Credit Facility

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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) May 3, 2025

Range of Facility Rates and Fees (per annum) November 1, 2025

Applicable margin for revolver base rate loans 0.00 % - 0.25 %

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Availability under the ABL Credit Facility is subject to a borrowing base consisting of specified percentages of the value of eligible accounts receivable, credit card receivables, inventory, pharmacy receivables and pharmacy prescription files, after adjusting for customary reserves, but at no time shall exceed the aggregate commitments plus the outstanding ABL FILO Loans under the ABL Credit Facility (currently $ 2,730 million).

As of May 3, 2025, the borrowing base was $ 2,618 million, reflecting the advance rates described above and $ 100 million of reserves, which is below the $ 2,730 million limit of availability.

As of November 1, 2025, the borrowing base was $ 2,530 million, reflecting the advance rates described above and $ 98 million of reserves, which is below the $ 2,730 million limit of availability.

This resulted in total availability of $ 2,530 million for loans and letters of credit under the ABL Credit Facility.

The Company’s unused credit under the ABL Credit Facility was as follows:

(in millions) May 3, 2025

(in millions) November 1, 2025

Total availability for ABL loans and letters of credit $ 2,530

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NOTE 10—COMPREHENSIVE LOSS AND ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in Accumulated other comprehensive loss by component, net of tax, for fiscal 2025 year-to-date were as follows:

Changes in Accumulated other comprehensive loss by component, net of tax, for the first quarter of fiscal 2026 were as follows:

(in millions) Other Cash Flow Derivatives Benefit Plans Foreign Currency Translation Swap Agreements Total

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

Other comprehensive income before reclassifications — — 1 4 5

Amortization of amounts included in net periodic benefit income — 1 — — 1

Other comprehensive loss before reclassifications — — ( 1 ) — ( 1 )

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

Net current period Other comprehensive (loss) income ( 1 ) 1 1 ( 1 ) —

Accumulated other comprehensive loss at May 3, 2025 $ ( 1 ) $ ( 21 ) $ ( 23 ) $ ( 2 ) $ ( 47 )

Changes in Accumulated other comprehensive loss by component, net of tax, for fiscal 2024 year-to-date were as follows:

Net current period Other comprehensive income (loss) 1 — ( 1 ) ( 1 ) ( 1 )

Accumulated other comprehensive income (loss) at November 1, 2025 $ 1 $ ( 16 ) $ ( 24 ) $ ( 4 ) $ ( 43 )

Changes in Accumulated other comprehensive loss by component, net of tax, for the first quarter of fiscal 2025 were as follows:

(in millions) Other Cash Flow Derivatives Benefit Plans Foreign Currency Translation Swap Agreements Total

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

Other comprehensive income (loss) before reclassifications 1 — ( 2 ) 7 6

Amortization of amounts included in net periodic benefit income — 1 — — 1

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

Other comprehensive income before reclassifications 1 — — 5 6

Amortization of cash flow hedges ( 1 ) — — ( 3 ) ( 4 )

Net current period Other comprehensive income (loss) — 1 ( 2 ) ( 4 ) ( 5 )

Accumulated other comprehensive (loss) income at April 27, 2024 $ — $ ( 20 ) $ ( 23 ) $ 10 $ ( 33 )

Net current period Other comprehensive income — — — 2 2

Accumulated other comprehensive (loss) income at November 2, 2024 $ — $ ( 22 ) $ ( 24 ) $ 1 $ ( 45 )

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

13-Week Period Ended 39-Week Period Ended Affected Line Item on the Condensed Consolidated Statements of Operations

(in millions) May 3,

2025 April 27,

Pension and postretirement benefit plan net assets:

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

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

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

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

13-Week Period Ended Affected Line Item on the Condensed Consolidated Statements of Operations

(in millions) November 1,

2025 November 2,

Swap agreements:

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

(1) Reclassification of amounts included in net periodic benefit income include reclassification of prior service cost as reflected in Note 10—Benefit Plans.

As of May 3, 2025, the Company expects to reclassify $ 2 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 November 1, 2025, the Company expects to reclassify $ 1 million related to unrealized derivative losses out of Accumulated other comprehensive loss and primarily into Interest expense, net during the following twelve-month period.

NOTE 11—BENEFIT PLANS

Net periodic benefit (income) costs for defined benefit pension and other postretirement benefit plans consisted of the following:

13-Week Period Ended

Pension Benefits Other Postretirement Benefits

(in millions) May 3, 2025 April 27, 2024 May 3, 2025 April 27, 2024

Interest cost $ 17 $ 18 $ — $ —

Expected return on plan assets ( 23 ) ( 23 ) — —

Amortization of prior service cost — — 1 1

Net periodic benefit (income) cost $ ( 6 ) $ ( 5 ) $ 1 $ 1

Net periodic benefit (income) costs for defined benefit pension plans consisted of the following:

13-Week Period Ended

Pension Benefits Other Postretirement Benefits

(in millions) May 3, 2025 April 27, 2024 May 3, 2025 April 27, 2024

(in millions) November 1, 2025 November 2, 2024

Interest cost $ 17 $ 18

Expected return on plan assets ( 23 ) ( 23 )

Amortization of prior service cost — — 1 2

Net periodic benefit (income) cost $ ( 16 ) $ ( 13 ) $ 1 $ 2

Net periodic benefit income $ ( 6 ) $ ( 5 )

Other postretirement benefits costs were de minimis for the first quarters of fiscal 2026 and 2025.

Contributions

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The Company expects to contribute approximately $ 1 million to its other defined benefit pension plans and $ 1 million to its postretirement benefit plans in fiscal 2026.

Contributions for the third quarters and year-to-date fiscal 2025 and 2024 were de minimis.

Contributions for the first quarters of fiscal 2026 and 2025 were de minimis.

Multiemployer Pension Plans

The Company contributed $ 12 million in the third quarters of fiscal 2025 and 2024, and $ 37 million and $ 38 million in fiscal 2025 and 2024 year-to-date, respectively, to multiemployer pension plans, which contributions are included within Operating expenses.

The Company contributed $ 12 million and $ 13 million in the first quarters of fiscal 2026 and 2025, respectively, to multiemployer pension plans, which contributions are included within Operating expenses.

NOTE 12—INCOME TAXES

The effective tax rate for the third quarter of fiscal 2025 was a benefit rate of 56.3 % on pre-tax loss compared to a benefit rate of 23.1 % on pre-tax loss for the third quarter of fiscal 2024.

The change from the third quarter of fiscal 2024 is primarily driven by the impact of a partnership investment entered into in the third quarter of fiscal 2025 as well as a discrete tax benefit recorded in the third quarter of fiscal 2025 for return to provision tax credits, combined with a reduction in pre-tax loss.

The primary drivers for the variation between the Company’s statutory tax rate and its effective tax rate were the impact of a partnership investment entered into in the third quarter of fiscal 2025 and a discrete tax benefit recorded in the third quarter of fiscal 2025 for return to provision tax credits.

The effective tax rate for fiscal 2025 year-to-date was a benefit rate of 35.6 % on pre-tax loss compared to a benefit rate of 21.5 % on pre-tax loss for fiscal 2024 year-to-date.

The change from fiscal 2024 year-to-date is primarily driven by the impact of a partnership investment entered into in the third quarter of fiscal 2025 combined with a reduction in pre-tax loss.

The primary driver for the variation between the Company’s statutory tax rate and its effective tax rate was the impact of a partnership investment entered into in the third quarter of fiscal 2025.

The effective tax rate for the first quarter of fiscal 2026 was a benefit rate of 55.6 % on pre-tax loss compared to a benefit rate of 16.7 % on pre-tax loss for the first quarter of fiscal 2025.

The change from the first quarter of fiscal 2025 is primarily driven by discrete tax benefits from favorable tax audit settlements and employee stock awards in the first quarter of fiscal 2026, as well as the tax credit benefit of a solar array that was placed in service during the first quarter of fiscal 2026.

The primary drivers for the variation between the Company’s statutory tax rate and its effective tax rate were favorable audit settlements and the solar tax credit benefit.

NOTE 13—LOSS PER SHARE

The following is a reconciliation of the basic and diluted number of shares used in computing loss per share:

13-Week Period Ended 39-Week Period Ended

(in millions, except per share data) May 3,

2025 April 27,

13-Week Period Ended

(in millions, except per share data) November 1,

2025 November 2,

Basic weighted average shares outstanding 60.7 59.6

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Anti-dilutive share-based awards excluded from the calculation of diluted loss per share

1.6 4.1 2.3 2.1

(1) Loss per share amounts are calculated using actual unrounded figures.

NOTE 14—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.

As disclosed in the Annual Report, the Company updated its segment reporting structure effective for the fourth quarter of fiscal 2025 to reflect organizational changes and align with how the business is now operated and managed.

The Company has three reportable segments:

Natural, Conventional and Retail.

Prior periods have been recast to conform to the 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 following table provides information by reportable segment, including Net sales, Adjusted EBITDA, with a reconciliation to Loss before income taxes, depreciation and amortization, and payments for capital expenditures:

13-Week Period Ended 39-Week Period Ended

(in millions) May 3, 2025 April 27, 2024 May 3, 2025 April 27, 2024

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 Chief Operating Decision Maker (“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.

Corporate and Other includes 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.

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 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 before income taxes:

13-Week Period Ended November 1, 2025

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

Net sales (revenues from external customers) $ 4,229 $ 3,057 $ 554 $ — $ 7,840

Intersegment Net sales 11 268 — — 279

4,240 3,325 554 — $ 8,119

Retail 573 571 1,769 1,808

Other 56 50 167 162

Eliminations ( 346 ) ( 359 ) ( 1,086 ) ( 1,149 )

Total Net sales $ 8,059 $ 7,498 $ 24,088 $ 22,825

Elimination of intersegment Net sales ( 279 )

Net sales $ 7,840

Cost of sales (1)

3,692 2,951 420 —

Distribution expenses (1)

Adjusted EBITDA 127 70 ( 9 ) ( 21 ) $ 167

Wholesale $ 158 $ 125 $ 425 $ 360

Retail 1 ( 3 ) 7 4

Other ( 3 ) 7 3 14

Eliminations 1 1 1 ( 3 )

Net income attributable to noncontrolling interests —

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Share-based compensation ( 11 )

LIFO (benefit) charge 5 ( 6 ) ( 5 ) ( 19 )

LIFO benefit ( 5 )

Restructuring, acquisition, and integration related expenses ( 22 )

1 unchanged sentence

Business transformation costs ( 4 )

( 14 ) ( 11 ) ( 40 ) ( 40 )

Cybersecurity incident ( 4 )

Other adjustments ( 11 )

Loss before income taxes

Other Segment Disclosures:

Depreciation and amortization $ 26 $ 42 $ 9 $ — $ 77

Payments for capital expenditures $ 9 $ 5 $ 2 $ — $ 16

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

(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

13-Week Period Ended November 2, 2024 (1)

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

Net sales (revenues from external customers) $ 3,821 $ 3,464 $ 586 $ — $ 7,871

Intersegment Net sales 17 300 — — 317

3,838 3,764 586 — $ 8,188

Elimination of intersegment Net sales ( 317 )

Net sales $ 7,871

Cost of sales (2)

3,326 3,379 438 —

Distribution expenses (2)

102 89 147 14

Adjusted EBITDA 102 45 1 ( 14 ) $ 134

Net income attributable to noncontrolling interests 1

Net periodic benefit income, excluding service cost 5

Interest expense, net ( 36 )

Other income, net 2

Depreciation and amortization ( 80 )

Wholesale $ 72 $ 67 $ 211 $ 200

Retail 8 9 26 25

Other 1 — 5 3

Total depreciation and amortization $ 81 $ 76 $ 242 $ 228

Share-based compensation ( 7 )

LIFO benefit ( 7 )

Restructuring, acquisition, and integration related expenses ( 12 )

Loss on sale of assets and other asset charges ( 6 )

Business transformation costs ( 18 )

Loss before income taxes

Other Segment Disclosures:

Depreciation and amortization $ 25 $ 45 $ 9 $ 1 $ 80

Payments for capital expenditures $ 38 $ 9 $ 2 $ — $ 49

Wholesale $ 45 $ 68 $ 143 $ 203

Retail 9 8 14 14

Total capital expenditures $ 54 $ 76 $ 157 $ 217

(1) The Company recorded $ 290 million and $ 300 million for the third quarters of fiscal 2025 and 2024, respectively, and $ 911 million and $ 951 million in fiscal 2025 and 2024 year-to-date, 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) May 3, 2025 August 3, 2024

Wholesale $ 6,634 $ 6,563

Retail 574 606

Other 470 401

Eliminations ( 61 ) ( 42 )

Total assets $ 7,617 $ 7,528

(1) Prior periods have been recast to conform to the Company’s new reportable operating segments effective for the fourth quarter of fiscal 2025.

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 CODM.

(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 15—COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

Guarantees and Contingent Liabilities

The Company has outstanding guarantees related to certain lease obligations of various retailers as of May 3, 2025.

The Company has outstanding guarantees related to certain lease obligations of various retailers as of November 1, 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 with remaining terms that range from less than one year to eleven years , with a weighted average remaining term of approximately five years .

The guarantees are generally for the entire terms of the leases with remaining terms that range from less than one year to ten 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.

1 unchanged sentence

The Company reviews performance risk related to its guarantee obligations based on internal measures of credit performance.

As of May 3, 2025, the maximum amount of undiscounted payments the Company would be required to make in the event of default of all guarantees was $ 11 million ($ 9 million on a discounted basis).

Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, as of May 3, 2025, the Company has recorded a de minimis total estimated loss in the Condensed Consolidated Balance Sheets.

As of November 1, 2025, the maximum amount of undiscounted payments the Company would be required to make in the event of default of all guarantees was $ 9 million ($ 8 million on a discounted basis).

Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, as of November 1, 2025, the Company has recorded a de minimis total estimated loss in the Condensed 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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These contracts typically include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations.

As of May 3, 2025, the Company had approximately $ 356 million of non-cancelable future purchase obligations, most of which will be paid and utilized in the ordinary course within one year.

As of May 3, 2025, commitments for future undiscounted minimum lease payments on leases signed but not yet commenced were not material.

A lease agreement for a distribution center in Sarasota, Florida commenced in the first quarter of fiscal 2025 resulting in the recognition of a $ 118 million right-of-use asset and operating lease liability in the Condensed Consolidated Balance Sheets.

As of November 1, 2025, the Company had approximately $ 455 million of non-cancelable future purchase obligations, most of which will be paid and utilized in the ordinary course within one year.

Legal Proceedings

12 unchanged sentences

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.

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.

In the first quarter of fiscal 2026, the Company reached an agreement to settle these cases for $ 23.4 million and is in the process of negotiating the terms of the settlement agreement.

The Company has recorded a liability related to this agreement within Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.

On January 21, 2021, various health plans filed a complaint in Minnesota state court against the Company, Albertson’s Companies, LLC (“Albertson’s”) and Safeway, Inc.

11 unchanged sentences

On February 1, 2022, the state court denied the motion to dismiss.

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 May 18, 2026.

The trial date is set for February 18, 2027.

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

25 unchanged sentences

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.

On April 1, 2025, the relators filed a motion asking the District 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.

On October 31, 2025, the Court denied the relators’ motions.

On November 26, 2025, the relators filed a notice of appeal.

The Company, J.

5 unchanged sentences

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’s response is due June 13, 2025.

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

The parties are waiting for the court to schedule a hearing or rule on the motion for class certification.

The Company intends to vigorously defend this matter.

5 unchanged sentences

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

The Company’s answer to the Amended Complaint is currently due to be filed on June 16, 2025.

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);

5 unchanged sentences

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.

2 unchanged sentences

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

As of May 3, 2025, no material accrued obligations, individually or in the aggregate, have been recorded for these legal proceedings.

As of November 1, 2025, no material accrued obligations, individually or in the aggregate, have been recorded for these legal proceedings.

Although management believes it has made appropriate assessments of potential and contingent loss in each of these cases based on current facts and circumstances, and application of prevailing legal principles, there can be no assurance that material differences in actual outcomes from management’s current assessments, costs and exposures relative to current predictions and estimates, or material changes in such predictions or estimates will not occur.

The occurrence of any of the foregoing could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

NOTE 15—SUBSEQUENT EVENTS

Subsequent to the third quarter of 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 will terminate on or around September 20, 2025, and the customer’s conventional products business in the Northeast will transition to another wholesaler.

In connection with this termination agreement, the Company will make a contract termination payment of $ 53 million, which is expected to be made in installment payments over a transition period ending in the first quarter of fiscal 2026.

The termination charge will be recorded within Restructuring, acquisition and integration related expenses in the fourth quarter of fiscal 2025.

As a result of this expected loss in volume, the Company concluded in the third quarter of fiscal 2025 that it was more likely than not that it would discontinue operations at the Allentown, Pennsylvania distribution center, and recorded a $ 24 million non-cash asset impairment charge during the third quarter of fiscal 2025.

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 Condensed Consolidated Statements of Operations.

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

What changed 10-Q

Item 1. Financial Statements