UNITED NATURAL FOODS INC 10-Q

Item 1. Financial Statements UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (in millions, except for par values) November 1, 2025 August 2, 2025 ASSETS Cash and cash equivalents $ 38 $ 44 Accounts receivable, net 1,028 1,093 Inventories, net 2,237 2,095 Prepaid expenses and other current assets 194 191 Total current assets 3,497 3,423 Property and equipment, net 1,703 1,749 Operating lease assets 1,424 1,474 Goodwill 19 19 Intangible assets, net 558 576 Deferred income taxes 162 162 Other long-term assets 198 192 Total assets $ 7,561 $ 7,595 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable $ 1,926 $ 1,875 Accrued expenses and other current liabilities 288 319 Accrued compensation and benefits 157 227 Current portion of operating lease liabilities 150 173 Current portion of long-term debt and finance lease liabilities 7 8 Total current liabilities 2,528 2,602 Long-term debt 1,917 1,859 Long-term operating lease liabilities 1,384 1,400 Long-term finance lease liabilities 11 11 Pension and other postretirement benefit obligations 14 14 Other long-term liabilities 159 155 Total liabilities 6,013 6,041 Commitments and contingencies Stockholders’ equity: Preferred stock, $ 0.01 par value, authorized 5.0 shares; none issued or outstanding — — Common stock, $ 0.01 par value, authorized 100.0 shares; 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 1 1 Additional paid-in capital 659 658 Treasury stock at cost ( 86 ) ( 86 ) Accumulated other comprehensive loss ( 43 ) ( 42 ) Retained earnings 1,016 1,020 Total United Natural Foods, Inc. stockholders’ equity 1,547 1,551 Noncontrolling interests 1 3 Total stockholders’ equity 1,548 1,554 Total liabilities and stockholders’ equity $ 7,561 $ 7,595 See accompanying Notes to Condensed Consolidated Financial Statements. 3 Table of Contents UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in millions, except for per share data) 13-Week Period Ended November 1, 2025 November 2, 2024 Net sales $ 7,840 $ 7,871 Cost of sales 6,789 6,833 Gross profit 1,051 1,038 Operating expenses 996 1,015 Restructuring, acquisition and integration related expenses 22 12 Loss on sale of assets and other asset charges 14 6 Operating income 19 5 Net periodic benefit income, excluding service cost ( 6 ) ( 5 ) Interest expense, net 34 36 Other income, net — ( 2 ) Loss before income taxes ( 9 ) ( 24 ) Benefit for income taxes ( 5 ) ( 4 ) Net loss including noncontrolling interests ( 4 ) ( 20 ) Less net income attributable to noncontrolling interests — ( 1 ) Net loss attributable to United Natural Foods, Inc. $ ( 4 ) $ ( 21 ) Basic loss per share $ ( 0.06 ) $ ( 0.35 ) Diluted loss per share $ ( 0.06 ) $ ( 0.35 ) Weighted average shares outstanding: Basic 60.7 59.6 Diluted 60.7 59.6 See accompanying Notes to Condensed Consolidated Financial Statements. 4 Table of Contents UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) (in millions) 13-Week Period Ended November 1, 2025 November 2, 2024 Net loss including noncontrolling interests $ ( 4 ) $ ( 20 ) Other comprehensive (loss) income: Recognition of interest rate swap cash flow hedges, net of tax (1) ( 1 ) 2 Foreign currency translation adjustments ( 1 ) — Recognition of other cash flow derivatives, net of tax 1 — Total other comprehensive (loss) income ( 1 ) 2 Less comprehensive income attributable to noncontrolling interests — ( 1 ) Total comprehensive loss attributable to United Natural Foods, Inc. $ ( 5 ) $ ( 19 ) (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. 5 Table of Contents UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited) For the 13-week periods ended November 1, 2025 and November 2, 2024 (in millions) Common Stock Treasury Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Total United Natural Foods, Inc. Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity Shares Amount Shares Amount 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 ) Share-based compensation — — — — 6 — — 6 — 6 Other comprehensive loss — — — — — ( 1 ) — ( 1 ) — ( 1 ) Distributions to noncontrolling interests — — — — — — — — ( 2 ) ( 2 ) Net loss — — — — — — ( 4 ) ( 4 ) — ( 4 ) 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 Restricted stock vestings 0.4 — — — ( 4 ) — — ( 4 ) — ( 4 ) Share-based compensation — — — — 7 — — 7 — 7 Other comprehensive income — — — — — 2 — 2 — 2 Distributions to noncontrolling interests — — — — — — — — ( 1 ) ( 1 ) Net (loss) income — — — — — — ( 21 ) ( 21 ) 1 ( 20 ) 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. 6 Table of Contents UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) 13-Week Period Ended (in millions) November 1, 2025 November 2, 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss including noncontrolling interests $ ( 4 ) $ ( 20 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 77 80 Share-based compensation 11 7 Gain on sale of assets — ( 1 ) Long-lived asset impairment charges 10 — Net pension and other postretirement benefit income ( 6 ) ( 5 ) LIFO charge 5 7 Provision for losses on receivables 27 1 Non-cash interest expense and other adjustments 1 1 Changes in operating assets and liabilities Accounts and notes receivable 38 ( 149 ) Inventories ( 147 ) ( 230 ) Prepaid expenses and other assets 42 79 Accounts payable 53 224 Accrued expenses and other liabilities ( 145 ) ( 104 ) Net cash used in operating activities ( 38 ) ( 110 ) CASH FLOWS FROM INVESTING ACTIVITIES: Payments for capital expenditures ( 16 ) ( 49 ) Proceeds from dispositions of assets — 4 Payments for investments — ( 2 ) Net cash used in investing activities ( 16 ) ( 47 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit line 809 339 Repayments of borrowings under revolving credit line ( 751 ) ( 176 ) Repayments of long-term debt and finance leases ( 3 ) ( 4 ) Payments of employee restricted stock tax withholdings ( 5 ) ( 4 ) Distributions to noncontrolling interests ( 2 ) ( 1 ) Net cash provided by financing activities 48 154 EFFECT OF EXCHANGE RATE ON CASH — — NET DECREASE IN CASH AND CASH EQUIVALENTS ( 6 ) ( 3 ) Cash and cash equivalents, at beginning of period 44 40 Cash and cash equivalents, at end of period $ 38 $ 37 Supplemental disclosures of cash flow information: Cash paid for interest $ 44 $ 48 Cash refunds for federal, state, and foreign income taxes, net $ ( 1 ) $ ( 2 ) Leased assets obtained in exchange for new operating lease liabilities $ 6 $ 183 Leased assets obtained in exchange for new finance lease liabilities $ — $ 1 Additions of property and equipment included in Accounts payable $ 5 $ 14 See accompanying Notes to Condensed Consolidated Financial Statements. 7 Table of Contents UNITED NATURAL FOODS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1—SIGNIFICANT ACCOUNTING POLICIES Nature of Business United Natural Foods, Inc. and its subsidiaries (the “Company” or “UNFI”) is a leading distributor of natural, organic, specialty, produce and conventional grocery and non-food products, and provider of support services to retailers. The Company sells its products primarily throughout the United States and Canada. Fiscal Year The Company’s fiscal years end on the Saturday closest to July 31 and contain either 52 or 53 weeks. 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 The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted. In the Company’s opinion, these Condensed Consolidated Financial Statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. However, the results of operations for interim periods may not be indicative of the results that may be expected for a full year. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 2, 2025 (the “Annual Report”). There were no material changes in significant accounting policies from those described in the Annual Report. Use of Estimates The preparation of the Condensed 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 Condensed Consolidated Financial Statements certain immaterial amounts have been reclassified to conform with current period presentation. 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. 8 Table of Contents 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 Cash equivalents consist of highly liquid investments with original maturities of three months or less. The Company’s banking arrangements allow it to fund outstanding checks when presented to the financial institution for payment. The Company funds all intraday bank balance overdrafts during the same business day. 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 November 1, 2025 and August 2, 2025, the Company had net book overdrafts of $ 328 million and $ 267 million, respectively. Inventories, Net Substantially all of the Company’s inventories consist of finished goods. To value discrete inventory items at lower of cost or net realizable value before application of any last-in, first-out (“LIFO”) reserve, the Company utilizes the weighted average cost method, perpetual cost method, the retail inventory method and the replacement cost method. Allowances for vendor funds and cash discounts received from suppliers are recorded as a reduction to Inventories, net and subsequently within Cost of sales upon the sale of the related products. Inventory quantities are evaluated throughout each fiscal year based on physical counts in the Company’s distribution centers and stores. Allowances for inventory shortages are recorded based on the results of these counts. 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 Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . ASU 2023-09 requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendments also require disclosure on an annual basis of income taxes paid disaggregated by federal, state and foreign taxes as well as the amount of income taxes paid by individual jurisdiction. In addition, the amendments require disclosures of disaggregated pretax income and income tax expense and remove the requirement to disclose certain items that are no longer considered cost beneficial or relevant. The Company is required to adopt the amendments in this update in fiscal 2026. Early adoption is permitted. The amendments in this update should be applied on a prospective basis but can also be applied retrospectively. 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): 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 The Company serves customers in the United States and Canada, as well as customers located in other countries. However, all of the Company’s revenue is earned in the United States and Canada, and international distribution occurs through freight-forwarders. The Company does not have any performance obligations on international shipments subsequent to delivery to the domestic port. 9 Table of Contents 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) November 1, 2025 August 2, 2025 Customer accounts receivable $ 1,009 $ 1,062 Allowance for uncollectible receivables ( 62 ) ( 37 ) Other receivables, net 81 68 Accounts receivable, net $ 1,028 $ 1,093 Notes receivable, net, included within Prepaid expenses and other current assets $ 2 $ 2 Long-term notes receivable, net, included within Other long-term assets $ 7 $ 7 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. 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 $ 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 (in millions) November 1, 2025 November 2, 2024 Restructuring and integration costs $ 16 $ 11 Closed property charges and costs, net 6 1 Total $ 22 $ 12 Restructuring and Integration Costs 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 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. 10 Table of Contents 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 $ 10 $ 35 Restructuring-related charges 4 — Cash settlements ( 5 ) ( 35 ) Balances at November 1, 2025 $ 9 $ — 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 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: November 1, 2025 August 2, 2025 (in millions) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Amortizing intangible assets: Customer relationships $ 1,007 $ 487 $ 520 $ 1,007 $ 472 $ 535 Pharmacy prescription files 33 33 — 33 32 1 Operating lease intangibles 3 3 — 3 3 — Trademarks and tradenames 85 72 13 85 70 15 Total amortizing intangible assets 1,128 595 533 1,128 577 551 Indefinite lived intangible assets: Trademarks and tradenames 25 — 25 25 — 25 Intangibles assets, net $ 1,153 $ 595 $ 558 $ 1,153 $ 577 $ 576 11 Table of Contents 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: Fiscal Year: (in millions) Remaining fiscal 2026 $ 49 2027 63 2028 61 2029 51 2030 44 Thereafter 265 $ 533 NOTE 7—FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS Recurring Fair Value Measurements 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 November 1, 2025 (in millions) Level 1 Level 2 Level 3 Liabilities: 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 $ — Condensed Consolidated Balance Sheets Location Fair Value at August 2, 2025 (in millions) Level 1 Level 2 Level 3 Assets: Interest rate swaps designated as hedging instruments Prepaid expenses and other current assets $ — $ 1 $ — Liabilities: Interest rate swaps designated as hedging instruments Other long-term liabilities $ — $ 3 $ — Interest Rate Swap Contracts The fair values of interest rate swap contracts are measured using Level 2 inputs. 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 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. Refer to Note 8—Derivatives for further information on interest rate swap contracts. 12 Table of Contents Fair Value Estimates For certain of the Company’s financial instruments including cash and cash equivalents, receivables, accounts payable, accrued vacation, compensation and benefits, and other current assets and liabilities the fair values approximate carrying amounts due to their short maturities. The fair value of notes receivable is estimated by using a discounted cash flow approach prior to consideration for uncollectible amounts and is calculated by applying a market rate for similar instruments using Level 3 inputs. The fair value of debt is estimated based on market quotes, where available, or market values for similar instruments, using Level 2 and 3 inputs. In the table below, the carrying value of the Company’s long-term debt is net of original issue discounts and debt issuance costs. November 1, 2025 August 2, 2025 (in millions) Carrying Value Fair Value Carrying Value Fair Value Notes receivable, including current portion $ 12 $ 8 $ 13 $ 8 Long-term debt, including current portion $ 1,920 $ 1,940 $ 1,862 $ 1,882 NOTE 8—DERIVATIVES Management of Interest Rate Risk The Company enters into interest rate swap contracts from time to time to mitigate its exposure to changes in market interest rates as part of its overall strategy to manage its debt portfolio to achieve an overall desired position of notional debt amounts subject to fixed and floating interest rates. 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 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 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 December 29, 2023 June 3, 2027 100 3.7525 % One-Month Term SOFR Monthly December 29, 2023 June 3, 2027 100 3.7770 % One-Month Term SOFR Monthly June 25, 2024 June 30, 2028 50 4.1175 % One-Month Term SOFR Monthly June 25, 2024 June 30, 2028 50 4.1300 % One-Month Term SOFR Monthly 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 $ 550 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. Under this method, the Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. In future reporting periods, the Company performs a qualitative analysis for quarterly prospective and retrospective assessments of hedge effectiveness. 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 Condensed Consolidated Statements of Comprehensive Loss and subsequently reclassified to earnings in Interest expense, net in the Condensed Consolidated Statements of Operations when the hedged transactions affect earnings. 13 Table of Contents 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 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 $ 34 $ 36 Gain on cash flow hedging relationships: Gain reclassified from comprehensive loss into earnings $ 1 $ 4 NOTE 9—LONG-TERM DEBT The Company’s long-term debt consisted of the following: (in millions) Average Interest Rate at November 1, 2025 Fiscal Maturity Year November 1, 2025 August 2, 2025 Term Loan Facility (1) 8.71 % 2031 $ 382 $ 383 ABL Credit Facility (2) 5.34 % 2027 1,057 999 Senior Notes (3) 6.75 % 2029 500 500 Debt issuance costs, net ( 12 ) ( 13 ) Original issue discount on debt ( 7 ) ( 7 ) Long-term debt, including current portion 1,920 1,862 Less: current portion of long-term debt ( 3 ) ( 3 ) Long-term debt $ 1,917 $ 1,859 (1) Face value before debt issuance costs of $ 4 million and $ 4 million, respectively, and an original issue discount on debt of $ 7 million and $ 7 million, respectively. (2) Face value before debt issuance costs of $ 4 million and $ 5 million, respectively. (3) Face value before debt issuance costs of $ 4 million and $ 4 million, respectively. Term Loan Facility 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 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 %. 14 Table of Contents ABL Credit Facility 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. 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 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) November 1, 2025 Applicable margin for revolver base rate loans 0.00 % - 0.25 % 0.00 % Applicable margin for revolver SOFR and BA loans (1) 1.00 % - 1.25 % 1.00 % Applicable margin for FILO base rate loans 1.50 % 1.50 % Applicable margin for FILO SOFR loans 2.50 % 2.50 % Unutilized commitment fees 0.20 % 0.20 % Letter of credit fees 1.125 % - 1.375 % 1.125 % (1) The Company utilizes SOFR-based loans and UNFI Canada utilizes bankers’ acceptance rate-based loans. The ABL Credit Facility is guaranteed by the Guarantors, subject to customary exceptions and limitations. The ABL Credit Facility is secured by (i) a first-priority lien on certain accounts receivable, inventory and certain other assets (collectively, the “ABL Assets”) and (ii) a second-priority lien on all other assets that do not constitute ABL Assets, in each case, subject to customary exceptions and limitations. 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 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) November 1, 2025 Total availability for ABL loans and letters of credit $ 2,530 ABL loans outstanding 1,057 Letters of credit outstanding 184 Unused credit $ 1,289 Senior Notes On October 22, 2020, the Company issued $ 500 million of unsecured 6.750 % senior notes due October 15, 2028 (the “Senior Notes”). The Senior Notes are guaranteed by each of the Company’s subsidiaries that are borrowers under or that guarantee the ABL Credit Facility or the Term Loan Facility. 15 Table of Contents NOTE 10—COMPREHENSIVE LOSS AND ACCUMULATED OTHER COMPREHENSIVE LOSS 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 loss before reclassifications — — ( 1 ) — ( 1 ) Amortization of cash flow hedges 1 — — ( 1 ) — 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 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 — — — 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 Affected Line Item on the Condensed Consolidated Statements of Operations (in millions) November 1, 2025 November 2, 2024 Swap agreements: Reclassification of cash flow hedges $ ( 1 ) $ ( 4 ) Interest expense, net Income tax expense — 1 Benefit for income taxes Total reclassifications, net of tax $ ( 1 ) $ ( 3 ) Other cash flow hedges: Reclassification of cash flow hedge $ 1 $ ( 1 ) Cost of sales Income tax expense — — Benefit for income taxes Total reclassifications, net of tax $ 1 $ ( 1 ) 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. 16 Table of Contents NOTE 11—BENEFIT PLANS Net periodic benefit (income) costs for defined benefit pension plans consisted of the following: 13-Week Period Ended (in millions) November 1, 2025 November 2, 2024 Interest cost $ 17 $ 18 Expected return on plan assets ( 23 ) ( 23 ) Net periodic benefit income $ ( 6 ) $ ( 5 ) Other postretirement benefits costs were de minimis for the first quarters of fiscal 2026 and 2025. Contributions No minimum pension contributions are required to be made to the SUPERVALU INC. Retirement Plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in fiscal 2026. 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 first quarters of fiscal 2026 and 2025 were de minimis. Multiemployer Pension Plans 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 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 (in millions, except per share data) November 1, 2025 November 2, 2024 Basic weighted average shares outstanding 60.7 59.6 Net effect of dilutive stock awards based upon the treasury stock method — — Diluted weighted average shares outstanding 60.7 59.6 Basic loss per share (1) $ ( 0.06 ) $ ( 0.35 ) Diluted loss per share (1) $ ( 0.06 ) $ ( 0.35 ) Anti-dilutive share-based awards excluded from the calculation of diluted loss per share 2.1 1.8 (1) Loss per share amounts are calculated using actual unrounded figures. 17 Table of Contents NOTE 14—BUSINESS SEGMENTS 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 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. 18 Table of Contents 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 Elimination of intersegment Net sales ( 279 ) Net sales $ 7,840 Less: Cost of sales (1) 3,692 2,951 420 — Distribution expenses (1) 331 226 — — Other (2) 90 78 143 21 Adjusted EBITDA 127 70 ( 9 ) ( 21 ) $ 167 Adjustments: Net income attributable to noncontrolling interests — Net periodic benefit income, excluding service cost 6 Interest expense, net ( 34 ) Other income, net — Depreciation and amortization ( 77 ) Share-based compensation ( 11 ) LIFO benefit ( 5 ) Restructuring, acquisition, and integration related expenses ( 22 ) Loss on sale of assets and other asset charges ( 14 ) Business transformation costs ( 4 ) Cybersecurity incident ( 4 ) Other adjustments ( 11 ) Loss before income taxes $ ( 9 ) 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 19 Table of Contents 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 Less: Cost of sales (2) 3,326 3,379 438 — Distribution expenses (2) 308 251 — — Other (3) 102 89 147 14 Adjusted EBITDA 102 45 1 ( 14 ) $ 134 Adjustments: 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 ) 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 $ ( 24 ) Other Segment Disclosures: Depreciation and amortization $ 25 $ 45 $ 9 $ 1 $ 80 Payments for capital expenditures $ 38 $ 9 $ 2 $ — $ 49 (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 • 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 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 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 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. Generally, the guarantees are secured by indemnification agreements or personal guarantees. The Company reviews performance risk related to its guarantee obligations based on internal measures of credit performance. 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. 20 Table of Contents 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. These agreements primarily relate to the Company’s commercial contracts, service agreements, contracts entered into for the purchase and sale of stock or assets, operating leases and other real estate contracts, financial agreements, agreements to provide services to the Company and agreements to indemnify officers, directors and employees in the performance of their work. While the Company’s aggregate indemnification obligations could result in a material liability, the Company is not aware of any matters that are expected to result in a material liability. The Company has recorded the de minimis fair value of these guarantees and contingent obligations, when applicable, in the Condensed Consolidated Balance Sheets. Other Contractual Commitments In the ordinary course of business, the Company enters into supply contracts to purchase products for resale and service contracts for fixed asset and information technology systems. These contracts typically include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations. 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 The Company is one of dozens of companies that have been named in various lawsuits alleging that drug manufacturers, retailers and distributors contributed to the national opioid epidemic. Currently, UNFI, primarily through its subsidiary, Advantage Logistics, is named in approximately 40 suits pending in the United States District Court for the Northern District of Ohio where thousands of cases have been consolidated as Multi-District Litigation (“MDL”). In accordance with the Stock Purchase Agreement dated January 10, 2013, between New Albertson’s Inc. (“New Albertson’s”) and the Company (the “Stock Purchase Agreement”), the Company believes that New Albertson’s has an obligation to defend and indemnify UNFI in a majority of the cases. New Albertson’s originally agreed to do so under a reservation of rights, however, New Albertson’s is disputing its obligation to do so. In one of the MDL cases, MDL No. 2804 filed by The Blackfeet Tribe of the Blackfeet Indian Reservation, all defendants were ordered to Answer the Complaint, which UNFI did on July 26, 2019. To date, no discovery has been conducted against UNFI in any of the actions. On October 7, 2022, the MDL Court issued an order directing the Company and numerous other non-litigating defendants to submit by November 1, 2022, a list of opioid cases where the Company is named and opioid dispensing and distribution data. The Company produced the data in compliance with the order. On March 8, 2023, the Company received a subpoena from the Consumer Protection Division of the Maryland Attorney General’s Office seeking records related to the distribution and dispensing of opioids. On May 19, 2023, the Company provided an initial production in response to the subpoena and is waiting for further direction from the Maryland Attorney General on additional documents requested. 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. 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. alleging the defendants committed fraud by improperly reporting inflated prices for prescription drugs for members of health plans. The Plaintiffs assert six causes of action against the defendants: common law fraud, fraudulent nondisclosure, negligent misrepresentation, unjust enrichment, violation of the Minnesota Uniform Deceptive Trade Practices Act and violation of the Minnesota Prevention of Consumer Fraud Act. The plaintiffs allege that between 2006 and 2016, Supervalu overcharged the health plans by not providing the health plans, as part of usual and customary prices, the benefit of discounts given to customers purchasing prescription medication who requested that Supervalu match competitor prices. Plaintiffs seek an unspecified amount of damages. Similar to the above case, for the majority of the relevant period Supervalu and Albertson’s operated as a combined company. In March 2013, Supervalu divested Albertson’s and pursuant to the Stock Purchase Agreement, Albertson’s is responsible for any claims regarding its pharmacies. On February 19, 2021, Albertson’s and Safeway removed the case to Minnesota Federal District Court, and on March 22, 2021, plaintiffs filed a motion to remand to state court. On February 26, 2021, defendants filed a motion to dismiss. The hearing on the remand motion and motions to dismiss occurred on May 20, 2021. On September 21, 2021, the Federal District Court remanded the case to Minnesota state court and did not rule on the motion to dismiss, which was refiled in state court. On February 1, 2022, the state court denied the motion to dismiss. The trial date is set for February 18, 2027. The Company believes these claims are without merit and is vigorously defending this matter. 21 Table of Contents UNFI is currently subject to a qui tam action alleging violations of the False Claims Act (“FCA”). In United States ex rel. Schutte and Yarberry v. Supervalu, New Albertson’s, Inc., et al, which is pending in the U.S. District Court for the Central District of Illinois, the relators allege that defendants overcharged government healthcare programs by not providing the government, as a part of usual and customary prices, the benefit of discounts given to customers purchasing prescription medication who requested that defendants match competitor prices. The complaint was originally filed under seal and amended on November 30, 2015. The government previously investigated the relators’ allegations and declined to intervene. Violations of the FCA are subject to treble damages and penalties of up to a specified dollar amount per false claim. The relators elected to pursue the case on their own and have alleged FCA damages against Supervalu and New Albertson’s in excess of $ 100 million, not including trebling and statutory penalties. For the majority of the relevant period Supervalu and New Albertson’s operated as a combined company. In March 2013, Supervalu divested New Albertson’s (and related assets) pursuant to the Stock Purchase Agreement. Based on the claims that are currently pending and the Stock Purchase Agreement, Supervalu’s share of a potential award (at the currently claimed value by the relators) would be approximately $ 24 million, not including trebling and statutory penalties. Both sides moved for summary judgment. On August 5, 2019, the Court granted one of the relators’ summary judgment motions finding that the defendants’ lower matched prices are the usual and customary prices and that Medicare Part D and Medicaid were entitled to those prices. On July 2, 2020, the Court granted the defendants’ summary judgment motion and denied the relators’ motion, dismissing the case. On July 9, 2020, the relators filed a notice of appeal with the Seventh Circuit Court of Appeals. On August 12, 2021, the Seventh Circuit affirmed the District Court’s decision granting summary judgment in defendants’ favor. On June 1, 2023, the Supreme Court reversed and vacated the lower court’s judgment and remanded the case to the Seventh Circuit for further proceedings. On July 27, 2023, the Seventh Circuit vacated the summary judgment order and remanded the case to the District Court. On August 22, 2023, the District Court set the trial date for April 29, 2024. On October 11, 2023, each of the Company and the relators filed a motion for summary judgment. On February 16, 2024, the defendants filed a motion to reconsider the Court’s August 5, 2019 partial grant of summary judgment to the relators and to continue the trial date. On February 27, 2024, the Court granted the defendants’ motion for a trial date continuance and vacated the April 29, 2024 trial date. On April 26, 2024, the Court denied the defendants’ motion to reconsider the partial grant of summary judgment. 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. 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 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. Alexander Miller Douglas, John Howard and Chris Testa are named in a putative securities class action that was originally filed on March 29, 2023. In Dan Sills, et al. v. United Natural Foods, Inc., et al., pending in the U.S. District Court for the Southern District of New York, the plaintiffs allege that defendants violated federal securities laws by making materially false and/or misleading statements and failing to disclose material facts about UNFI’s business, operations and prospects. 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. 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. 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. 22 Table of Contents 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); pension plans; labor union disputes, including unfair labor practices, such as claims for back-pay in the context of labor contract negotiations and other matters; supplier, customer and service provider contract terms and claims, including matters related to supplier or customer insolvency or general inability to pay obligations as they become due; product liability claims, including those where the supplier may be insolvent and customers or consumers are seeking recovery against the Company; real estate and environmental matters, including claims in connection with its ownership and lease of a substantial amount of real property, both retail and warehouse properties; 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. Predicting the outcomes of claims and litigation and estimating related costs and exposures involves substantial uncertainties that could cause actual outcomes, costs and exposures to vary materially from current expectations. 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 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. 23 Table of Contents