What changed in this filing

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Item 1. Financial Statements

2026-03-10 compared with 2025-12-02 · 289 added, 137 removed, 534 unchanged (44% of the section changed)

35 unchanged sentences

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

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

64.0 shares issued and 60.8 shares outstanding at January 31, 2026;

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

2025 November 2,

13-Week Period Ended 26-Week Period Ended

2026 February 1,

2025 January 31,

2026 February 1,

Net sales $ 7,947 $ 8,158 $ 15,787 $ 16,029

7 unchanged sentences

Interest expense, net 32 38 66 74

Other income, net — ( 2 )

Loss before income taxes ( 9 ) ( 24 )

Benefit for income taxes ( 5 ) ( 4 )

Net loss including noncontrolling interests ( 4 ) ( 20 )

Other expense (income), net 8 ( 1 ) 8 ( 3 )

Income (loss) before income taxes 23 ( 5 ) 14 ( 29 )

Provision (benefit) for income taxes 3 ( 3 ) ( 2 ) ( 7 )

Net income (loss) including noncontrolling interests 20 ( 2 ) 16 ( 22 )

Less net income attributable to noncontrolling interests — ( 1 ) — ( 2 )

Net loss attributable to United Natural Foods, Inc.

Net income (loss) attributable to United Natural Foods, Inc.

$ 20 $ ( 3 ) $ 16 $ ( 24 )

Basic loss per share

Basic earnings (loss) per share

$ 0.32 $ ( 0.05 ) $ 0.26 $ ( 0.39 )

Diluted loss per share

Diluted earnings (loss) per share

$ 0.31 $ ( 0.05 ) $ 0.25 $ ( 0.39 )

5 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)

(in millions)

13-Week Period Ended

2025 November 2,

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

Other comprehensive (loss) income:

13-Week Period Ended 26-Week Period Ended

2026 February 1,

2025 January 31,

2026 February 1,

Net income (loss) including noncontrolling interests $ 20 $ ( 2 ) $ 16 $ ( 22 )

Other comprehensive income (loss):

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

1 unchanged sentence

Recognition of other cash flow derivatives, net of tax ( 1 ) 1 — 1

Total other comprehensive (loss) income ( 1 ) 2

Total other comprehensive income (loss)

Less comprehensive income attributable to noncontrolling interests — ( 1 ) — ( 2 )

Total comprehensive loss attributable to United Natural Foods, Inc.

Total comprehensive income (loss) attributable to United Natural Foods, Inc.

$ 22 $ ( 4 ) $ 17 $ ( 23 )

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

(1) Amounts are net of tax expense of $ 0 million for the second quarters of fiscal 2026 and 2025, and $ 0 million and $ 1 million for fiscal 2026 and 2025 year-to-date, 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 November 1, 2025 and November 2, 2024

For the 13-week periods ended January 31, 2026 and February 1, 2025

(in millions)

4 unchanged sentences

Shares Amount Shares Amount

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

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

Restricted stock vestings 0.6 — — — ( 8 ) — — ( 8 ) — ( 8 )

Share-based compensation — — — — 15 — — 15 — 15

Other comprehensive loss — — — — — ( 1 ) — ( 1 ) — ( 1 )

Repurchases of common stock — — 0.7 ( 25 ) — — — ( 25 ) — ( 25 )

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

Distributions to noncontrolling interests — — — — — — — — — —

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

Net income — — — — — — 20 20 — 20

Balances at January 31, 2026 64.0 $ 1 3.2 $ ( 111 ) $ 666 $ ( 41 ) $ 1,036 $ 1,551 $ 1 $ 1,552

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

Restricted stock vestings 0.6 — — — ( 5 ) — — ( 5 ) — ( 5 )

Share-based compensation — — — — 9 — — 9 — 9

Other comprehensive loss — — — — — ( 1 ) — ( 1 ) — ( 1 )

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

Net (loss) income — — — — — — ( 3 ) ( 3 ) 1 ( 2 )

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

See accompanying Notes to Condensed Consolidated Financial Statements.

UNITED NATURAL FOODS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

For the 26-week periods ended January 31, 2026 and February 1, 2025

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

1 unchanged sentence

Share-based compensation — — — — 21 — — 21 — 21

Repurchases of common stock — — 0.7 ( 25 ) — — — ( 25 ) — ( 25 )

Other comprehensive income — — — — — 1 — 1 — 1

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

Net income — — — — — — 16 16 — 16

Balances at January 31, 2026 64.0 $ 1 3.2 $ ( 111 ) $ 666 $ ( 41 ) $ 1,036 $ 1,551 $ 1 $ 1,552

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

Restricted stock vestings 1.0 — — — ( 9 ) — — ( 9 ) — ( 9 )

Share-based compensation — — — — 16 — — 16 — 16

Other comprehensive income — — — — — 1 — 1 — 1

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

Net (loss) income — — — — — — ( 24 ) ( 24 ) 2 ( 22 )

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

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

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

26-Week Period Ended

(in millions) November 1,

2025 November 2,

(in millions) January 31,

2026 February 1,

CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

Net income (loss) including noncontrolling interests $ 16 $ ( 22 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 151 161

Share-based compensation 27 18

Gain on sale of assets — ( 1 )

Loss (gain) on sale of assets 7 ( 1 )

Long-lived asset impairment charges 15 1

Net pension and other postretirement benefit income ( 12 ) ( 10 )

Deferred income tax expense 4 —

LIFO charge 10 10

7 unchanged sentences

Accrued expenses and other liabilities ( 138 ) ( 125 )

Net cash used in operating activities

( 38 ) ( 110 )

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

9 unchanged sentences

Repayments of long-term debt and finance leases ( 14 ) ( 7 )

Repurchases of common stock ( 25 ) —

Payments of employee restricted stock tax withholdings ( 13 ) ( 9 )

Payments for debt issuance costs — ( 1 )

Distributions to noncontrolling interests ( 2 ) ( 2 )

Net cash provided by financing activities

Net cash used in financing activities

( 192 ) ( 32 )

EFFECT OF EXCHANGE RATE ON CASH 1 ( 1 )

NET DECREASE IN CASH AND CASH EQUIVALENTS

NET INCREASE IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents, at beginning of period 44 40

2 unchanged sentences

Cash paid for interest $ 67 $ 77

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

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

Leased assets obtained in exchange for new operating lease liabilities $ 19 $ 283

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

References to the second quarter of fiscal 2026 and 2025 relate to the 13-week fiscal quarters ended January 31, 2026 and February 1, 2025, respectively.

References to fiscal 2026 and 2025 year-to-date relate to the 26-week fiscal periods ended January 31, 2026 and February 1, 2025, respectively.

Basis of Presentation

12 unchanged sentences

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.

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

Cybersecurity Incident

1 unchanged sentence

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 recognized $ 7 million of incremental costs and charges related to the Cybersecurity Incident in the second quarter of fiscal 2026, of which $ 6 million is included in Gross profit and $ 1 million is included in Operating expenses in the Condensed Consolidated Statements of Operations.

The Company recognized $ 21 million of incremental costs and charges related to the Cybersecurity Incident in fiscal 2026 year-to-date, of which $ 19 million is included in Gross profit and $ 2 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 Company received insurance proceeds of $ 10 million in the second quarter of fiscal 2026 and $ 20 million in fiscal 2026 year-to-date, related to the Cybersecurity Incident the Company experienced in the fourth quarter of fiscal 2025, which were recognized as a reduction to Operating expenses in the Condensed Consolidated Statements of Operations.

Subsequent to the end of the second quarter of fiscal 2026, on February 20, 2026, the Company received an incremental $ 10 million in cybersecurity insurance proceeds.

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

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

As of January 31, 2026 and August 2, 2025, the Company had net book overdrafts of $ 287 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 $ 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.

The LIFO reserve was $ 359 million and $ 349 million as of January 31, 2026 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

17 unchanged sentences

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

In September 2025, the FASB issued ASU 2025-06, Intangibles (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

ASU 2025-06 removes all references to project stages, defines the threshold to begin capitalizing costs, and clarifies the disclosure requirements of capitalized software costs.

The Company is required to adopt the amendments in this update in the first quarter of fiscal 2029.

Early adoption is permitted.

The amendments in this update can be applied retrospectively, prospectively, or on a modified transition approach.

The Company is currently evaluating the impact of adopting the amendments in this update on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

ASU 2025-11 clarifies interim disclosure requirements and provides a comprehensive list of required interim disclosures.

The amendments also incorporate a disclosure principle that requires entities to disclose material events that occur after the end of the last annual reporting period.

The Company is required to adopt the amendments in this update in the first quarter of fiscal 2029.

Early adoption is permitted.

The amendments in this update can be applied retrospectively or prospectively.

The ASU is not expected to have a significant impact on the Company's consolidated financial statements.

NOTE 3—REVENUE RECOGNITION

6 unchanged sentences

Accounts and notes receivable are as follows:

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

(in millions) January 31, 2026 August 2, 2025

Customer accounts receivable $ 964 $ 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.

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.

As of January 31, 2026, 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 January 31, 2026 and August 2, 2025, was approximately $ 393 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.

The loss on sale of receivables was $ 5 million and $ 4 million for the second quarters of fiscal 2026 and 2025, respectively, and $ 9 million for both fiscal 2026 and 2025 year-to-date, 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

13-Week Period Ended 26-Week Period Ended

(in millions) January 31, 2026 February 1, 2025 January 31, 2026 February 1, 2025

Restructuring and integration costs $ 1 $ 5 $ 17 $ 16

2 unchanged sentences

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.

Restructuring and integration costs for fiscal 2026 year-to-date 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 fiscal 2025 year-to-date 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.

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:

Closed property charges for fiscal 2026 and 2025 year-to-date primarily relate to non-operating distribution centers as the Company optimizes its distribution center network, and non-operating retail stores.

Restructuring Liabilities

Changes in certain restructuring liabilities, which are included in Accrued expenses and other current liabilities and Accrued compensation and benefits in the Condensed Consolidated Balance Sheets, consisted of the following:

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

2 unchanged sentences

Cash settlements ( 9 ) ( 35 )

Balances at November 1, 2025

Balances at January 31, 2026

Contract Termination Charges and Costs

2 unchanged sentences

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.

All installment amounts owed related to the contract termination have been paid.

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.

In 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.

In the second quarter of fiscal 2026, the Company recorded $ 5 million of non-cash asset impairment charges related to decisions to discontinue operations at certain leased distribution centers, warehouses or offsite storage facilities as the Company continues to optimize its distribution center network.

These charges are 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 for fiscal 2025 year-to-date.

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.

The Company’s Goodwill balance as of January 31, 2026 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 fiscal 2026 and 2025 year-to-date.

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

Identifiable intangible assets, net consisted of the following:

November 1, 2025 August 2, 2025

January 31, 2026 August 2, 2025

(in millions) Gross Carrying

12 unchanged sentences

Intangibles assets, net $ 1,153 $ 611 $ 542 $ 1,153 $ 577 $ 576

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:

Amortization expense was $ 16 million and $ 18 million for the second quarters of fiscal 2026 and 2025, respectively, and $ 34 million and $ 36 million for fiscal 2026 and 2025 year-to-date, respectively.

The estimated future amortization expense for each of the next five fiscal years and thereafter on amortizing intangible assets existing as of January 31, 2026 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 November 1, 2025

Condensed Consolidated Balance Sheets Location Fair Value at January 31, 2026

(in millions) Level 1 Level 2 Level 3

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

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

7 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 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;

As of January 31, 2026, a 100-basis point increase in forward SOFR interest rates would increase the fair value of the interest rate swaps by approximately $ 9 million;

a 100-basis point decrease in forward SOFR interest rates would decrease the fair value of the interest rate swaps by approximately $ 9 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.

November 1, 2025 August 2, 2025

January 31, 2026 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 November 1, 2025.

The Company’s interest rate swap contracts are designated as cash flow hedges as of January 31, 2026.

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:

Details of active swap contracts as of January 31, 2026, 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

6 unchanged sentences

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

December 22, 2025 December 29, 2028 100 3.3330 % One-Month Term SOFR Monthly

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

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.

In subsequent 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.

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

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

13-Week Period Ended 26-Week Period Ended

January 31, 2026 February 1, 2025 January 31, 2026 February 1, 2025

(in millions) Interest expense, net 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

$ 32 $ 38 $ 66 $ 74

Gain on cash flow hedging relationships:

Gain reclassified from comprehensive loss into earnings

Gain reclassified from comprehensive income (loss) into earnings

$ 1 $ 2 $ 2 $ 6

NOTE 9—LONG-TERM DEBT

1 unchanged sentence

(in millions) Average Interest Rate at

November 1, 2025

Fiscal Maturity Year November 1,

January 31, 2026

Fiscal Maturity Year January 31,

2026 August 2,

17 unchanged sentences

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:

As of January 31, 2026 and August 2, 2025, there was $ 617 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 January 31, 2026, 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 %.

On December 8, 2025, the Company made a voluntary prepayment of $ 9 million on the Term Loan Facility funded with proceeds from the sale of the Bismarck, North Dakota distribution center.

In connection with this prepayment, the Company incurred an insignificant loss on debt extinguishment which was recorded within Interest expense, net in the Consolidated Statements of Operations in the second quarter of fiscal 2026.

ABL Credit Facility

3 unchanged sentences

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

Range of Facility Rates and Fees (per annum) January 31, 2026

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

9 unchanged sentences

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.

As of January 31, 2026, the borrowing base was $ 2,330 million, reflecting the advance rates described above and $ 110 million of reserves, which is below the $ 2,730 million limit of availability.

This resulted in total availability of $ 2,330 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

(in millions) January 31, 2026

Total availability for ABL loans and letters of credit $ 2,330

4 unchanged sentences

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.

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:

Subsequent to the end of the second quarter of fiscal 2026, on February 26, 2026, the Company redeemed $ 115 million aggregate principal amount of the Senior Notes.

The redemption was funded with incremental borrowings under the ABL Credit Facility.

In connection with this redemption, the Company expects to incur an insignificant loss on debt extinguishment, which will be recorded within Interest expense, net in the Consolidated Statements of Operations in the third quarter of fiscal 2026.

Following the redemption, $ 385 million aggregate principal amount of the Senior Notes remain outstanding.

NOTE 10—COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in Accumulated other comprehensive loss by component, net of tax, for fiscal 2026 year-to-date were as follows:

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

3 unchanged sentences

Net current period Other comprehensive income (loss) — — 2 ( 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:

Accumulated other comprehensive loss at January 31, 2026 $ — $ ( 16 ) $ ( 21 ) $ ( 4 ) $ ( 41 )

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

Other comprehensive income (loss) before reclassifications 2 — ( 3 ) 7 6

Amortization of cash flow hedges ( 1 ) — — ( 4 ) ( 5 )

Net current period Other comprehensive income — — — 2 2

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

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

Accumulated other comprehensive income (loss) at February 1, 2025 $ 1 $ ( 22 ) $ ( 27 ) $ 2 $ ( 46 )

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,

13-Week Period Ended 26-Week Period Ended Affected Line Item on the Condensed Consolidated Statements of Operations

(in millions) January 31,

2026 February 1,

2025 January 31,

2026 February 1,

Swap agreements:

Reclassification of cash flow hedges $ ( 1 ) $ ( 2 ) $ ( 2 ) $ ( 6 ) Interest expense, net

Income tax expense — 1 Benefit for income taxes

Income tax expense — 1 — 2 Provision (benefit) for income taxes

Total reclassifications, net of tax $ ( 1 ) $ ( 1 ) $ ( 2 ) $ ( 4 )

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Reclassification of cash flow hedge $ ( 1 ) $ ( 1 ) $ — $ ( 2 ) Cost of sales

Income tax expense — — Benefit for income taxes

Income tax expense — 1 — 1 Provision (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.

As of January 31, 2026, 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 plans consisted of the following:

13-Week Period Ended

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

13-Week Period Ended 26-Week Period Ended

(in millions) January 31, 2026 February 1, 2025 January 31, 2026 February 1, 2025

Interest cost $ 16 $ 18 $ 33 $ 36

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Net periodic benefit income $ ( 6 ) $ ( 5 ) $ ( 12 ) $ ( 10 )

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

Other postretirement benefits costs for the second quarters and year-to-date fiscal 2026 and 2025 were de minimis.

Contributions

No minimum pension contributions are required to be made to the SUPERVALU INC.

No cash 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.

Contributions for the second quarters and year-to-date 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.

The Company contributed $ 11 million and $ 12 million in the second quarters of fiscal 2026 and 2025, respectively, and $ 23 million and $ 25 million in fiscal 2026 and 2025 year-to-date, 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,

The effective tax rate for the second quarter of fiscal 2026 was an expense rate of 13.0 % on pre-tax income compared to a benefit rate of 60.0 % on pre-tax loss for the second quarter of fiscal 2025.

The change from the second quarter of fiscal 2025 is primarily driven by the increase in pre-tax income during the second quarter of fiscal 2026.

The primary drivers for the variation between the Company’s statutory tax rate and its effective tax rate were discrete tax benefits resulting from employee stock award vestings.

The effective tax rate for fiscal 2026 year-to-date was a benefit rate of 14.3 % on pre-tax income compared to a benefit rate of 24.1 % on pre-tax loss for fiscal 2025 year-to-date.

The change from fiscal 2025 year-to-date is primarily driven by the increase in pre-tax income, discrete tax benefits from favorable tax audit settlements and employee stock award vestings during fiscal 2026, as well as the tax credit benefit of a solar array 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, discrete tax benefits resulting from employee stock award vestings and the solar tax credit benefit.

NOTE 13—EARNINGS (LOSS) PER SHARE

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

13-Week Period Ended 26-Week Period Ended

(in millions, except per share data) January 31,

2026 February 1,

2025 January 31,

2026 February 1,

Basic weighted average shares outstanding 60.9 60.2 60.8 59.9

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Diluted weighted average shares outstanding 62.7 60.2 62.7 59.9

Basic loss per share (1)

Basic earnings (loss) per share (1)

$ 0.32 $ ( 0.05 ) $ 0.26 $ ( 0.39 )

Diluted loss per share (1)

Diluted earnings (loss) per share (1)

$ 0.31 $ ( 0.05 ) $ 0.25 $ ( 0.39 )

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

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

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

— 1.8 0.1 2.1

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

NOTE 14—BUSINESS SEGMENTS

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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.

Unallocated corporate overhead 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.

Unallocated corporate overhead 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 Income (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

The following tables provide financial information for each reportable segment, along with a reconciliation to Income (loss) before income taxes:

13-Week Period Ended January 31, 2026

(in millions) Natural Conventional Retail Total

Net sales (revenues from external customers) $ 4,279 $ 3,108 $ 560 $ 7,947

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Distribution expenses (1)

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

Net income attributable to noncontrolling interests —

Segment Adjusted EBITDA 130 74 ( 5 ) $ 199

Unallocated corporate overhead ( 20 )

Net periodic benefit income, excluding service cost 6

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Share-based compensation ( 16 )

LIFO benefit ( 5 )

LIFO charge ( 5 )

Restructuring, acquisition, and integration related expenses ( 8 )

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Cybersecurity incident 3

Income before income taxes

(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 February 1, 2025 (1)

(in millions) Natural Conventional Retail Total

Net sales (revenues from external customers) $ 4,007 $ 3,541 $ 610 $ 8,158

Intersegment Net sales 14 320 — 334

4,021 3,861 610 $ 8,492

Elimination of intersegment Net sales ( 334 )

Net sales $ 8,158

Cost of sales (2)

3,500 3,460 454

Distribution expenses (2)

Segment Adjusted EBITDA 97 59 7 $ 163

Elimination of intersegment loss

Unallocated corporate overhead ( 16 )

Net income attributable to noncontrolling interests 1

Net periodic benefit income, excluding service cost 5

Interest expense, net ( 38 )

Other income, net 1

Depreciation and amortization ( 81 )

Share-based compensation ( 11 )

LIFO charge ( 3 )

Restructuring, acquisition, and integration related expenses ( 9 )

Loss on sale of assets and other asset charges

Business transformation costs ( 8 )

Other adjustments ( 2 )

Loss before income taxes

Other Segment Disclosures:

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

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

(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.

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

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

26-Week Period Ended January 31, 2026

(in millions) Natural Conventional Retail Total

Net sales (revenues from external customers) $ 8,508 $ 6,165 $ 1,114 $ 15,787

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Distribution expenses (1)

Segment Adjusted EBITDA 257 144 ( 14 ) $ 387

Elimination of intersegment loss

Unallocated corporate overhead ( 40 )

Net periodic benefit income, excluding service cost 12

Interest expense, net ( 66 )

Other income, net ( 8 )

Depreciation and amortization ( 151 )

Share-based compensation ( 27 )

LIFO charge ( 10 )

Restructuring, acquisition, and integration related expenses ( 30 )

Loss on sale of assets and other asset charges

Business transformation costs ( 17 )

Cybersecurity incident ( 1 )

Other adjustments ( 11 )

Income before income taxes

(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

26-Week Period Ended February 1, 2025 (1)

(in millions) Natural Conventional Retail Total

Net sales (revenues from external customers) $ 7,828 $ 7,005 $ 1,196 $ 16,029

Intersegment Net sales 31 620 — 651

7,859 7,625 1,196 $ 16,680

Adjusted EBITDA 102 45 1 ( 14 ) $ 134

Elimination of intersegment Net sales ( 651 )

Net sales $ 16,029

Cost of sales (2)

6,826 6,839 892

Distribution expenses (2)

Segment Adjusted EBITDA 199 104 8 $ 311

Unallocated corporate overhead ( 32 )

Net income attributable to noncontrolling interests 2

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Share-based compensation ( 18 )

LIFO benefit ( 7 )

LIFO charge ( 10 )

Restructuring, acquisition, and integration related expenses ( 21 )

1 unchanged sentence

Business transformation costs ( 26 )

Other adjustments ( 2 )

Loss before income taxes

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.

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The following table provides other significant items by reportable segment, along with a reconciliation to consolidated totals:

13-Week Period Ended 26-Week Period Ended

(in millions) January 31, 2026 February 1, 2025 (1)

January 31, 2026 February 1, 2025 (1)

Depreciation and amortization:

Natural $ 27 $ 25 $ 53 $ 50

Conventional 38 44 80 89

Retail 7 9 16 18

Total segments 72 78 149 157

Unallocated corporate 2 3 2 4

Consolidated total $ 74 $ 81 $ 151 $ 161

Payments for capital expenditures:

Natural $ 21 $ 41 $ 30 $ 79

Conventional 17 9 22 18

Retail 1 4 3 6

Total segments 39 54 55 103

Unallocated corporate 1 — 1 —

Consolidated total $ 40 $ 54 $ 56 $ 103

(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.

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.

The Company has outstanding guarantees related to certain lease obligations of various retailers as of January 31, 2026.

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

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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.

As of January 31, 2026, 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 January 31, 2026, 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 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.

As of January 31, 2026, the Company had approximately $ 513 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.

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.

In the first quarter of fiscal 2026, the Company reached an agreement to settle these cases for $ 23.4 million and has executed the settlement agreements.

The Company has recorded a liability related to these agreements within Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets, which the Company expects to pay in the third quarter of fiscal 2026.

The settlement notice and administration process is ongoing.

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.

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

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

On November 26, 2025, the relators filed a notice of appeal with the Seventh Circuit Court of Appeals and the Company filed its cross appeal on December 5, 2025.

The parties are engaged in briefing the appeal.

The Company, J.

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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.

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The Company intends to vigorously defend this matter.

On February 6, 2026, a shareholder filed a shareholder derivative lawsuit against the Company as a nominal defendant and certain current and former officers and directors of the Company as defendants.

In Raye Stapleton v.

Alexander Miller Douglas, et.

pending in Delaware Chancery Court, the plaintiffs allege that defendants breached their fiduciary duties by causing, approving and/or acquiescing in the making of materially false and/or misleading statements and failing to disclose material facts about the Company’s business, operations and prospects based primarily on the same alleged conduct underlying the securities class action described above.

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

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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.

As of January 31, 2026, amounts accrued for these legal proceedings not quantified above are not material, individually or in the aggregate.

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.

1 unchanged sentence

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