What changed in this filing

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Item 1. Financial Statements

2026-06-09 compared with 2026-03-10 · 135 added, 120 removed, 703 unchanged (27% of the section changed)

35 unchanged sentences

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

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

64.0 shares issued and 60.7 shares outstanding at May 2, 2026;

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

14 unchanged sentences

13-Week Period Ended 39-Week Period Ended

2026 February 1,

2025 January 31,

2026 February 1,

Net sales $ 7,723 $ 8,059 $ 23,510 $ 24,088

7 unchanged sentences

Interest expense, net 31 36 97 110

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

Other (income) expense, net ( 1 ) — 7 ( 3 )

Income (loss) before income taxes 42 ( 16 ) 56 ( 45 )

17 unchanged sentences

13-Week Period Ended 39-Week Period Ended

2026 February 1,

2025 January 31,

2026 February 1,

Net income (loss) including noncontrolling interests $ 33 $ ( 7 ) $ 49 $ ( 29 )

Other comprehensive income (loss):

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

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

3 ( 4 ) 2 ( 1 )

Foreign currency translation adjustments ( 1 ) 4 1 1

Recognition of other cash flow derivatives, net of tax (2)

3 ( 2 ) 3 ( 1 )

Total other comprehensive income (loss)

2 unchanged sentences

$ 38 $ ( 8 ) $ 55 $ ( 31 )

(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.

(1) Amounts are net of tax expense (benefit) of $ 1 million and $( 1 ) million for the third quarters of fiscal 2026 and 2025, respectively, and $ 1 million and $ 0 million for fiscal 2026 and 2025 year-to-date, respectively.

(2) Amounts are net of tax expense of $ 1 million and $ 0 million for the third quarters of fiscal 2026 and 2025, respectively, and $ 1 million and $ 0 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 January 31, 2026 and February 1, 2025

For the 13-week periods ended May 2, 2026 and May 3, 2025

(in millions)

4 unchanged sentences

Shares Amount Shares Amount

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

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

Restricted stock vestings — — — — ( 1 ) — — ( 1 ) — ( 1 )

4 unchanged sentences

Net income — — — — — — 33 33 — 33

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

Balances at May 2, 2026 64.0 $ 1 3.3 $ ( 115 ) $ 679 $ ( 36 ) $ 1,069 $ 1,598 $ 1 $ 1,599

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

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

2 unchanged sentences

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

Net loss — — — — — — ( 7 ) ( 7 ) — ( 7 )

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

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

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

For the 39-week periods ended May 2, 2026 and May 3, 2025

(in millions)

11 unchanged sentences

Net income — — — — — — 49 49 — 49

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

Balances at May 2, 2026 64.0 $ 1 3.3 $ ( 115 ) $ 679 $ ( 36 ) $ 1,069 $ 1,598 $ 1 $ 1,599

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

1 unchanged sentence

Share-based compensation — — — — 24 — — 24 — 24

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

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

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

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

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

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

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

39-Week Period Ended

(in millions) January 31,

2026 February 1,

(in millions) May 2,

CASH FLOWS FROM OPERATING ACTIVITIES:

6 unchanged sentences

Net pension and other postretirement benefit income ( 18 ) ( 15 )

Deferred income tax expense 4 —

Deferred income tax expense (benefit) 5 ( 3 )

LIFO charge 18 5

Provision for losses on receivables 30 1

Loss on debt extinguishment 1 —

Non-cash interest expense and other adjustments 3 4

24 unchanged sentences

EFFECT OF EXCHANGE RATE ON CASH — —

NET INCREASE IN CASH AND CASH EQUIVALENTS

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents, at beginning of period 44 40

2 unchanged sentences

Cash paid for interest $ 105 $ 120

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

Cash payments for federal, state, and foreign income taxes, net $ 4 $ 1

Leased assets obtained in exchange for new operating lease liabilities $ 36 $ 301

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 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.

References to the third quarter of fiscal 2026 and 2025 relate to the 13-week fiscal quarters ended May 2, 2026 and May 3, 2025, respectively.

References to fiscal 2026 and 2025 year-to-date relate to the 39-week fiscal periods ended May 2, 2026 and May 3, 2025, respectively.

Basis of Presentation

16 unchanged sentences

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

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

The Company recognized $ 22 million of incremental costs and charges related to the Cybersecurity Incident in fiscal 2026 year-to-date, of which $ 20 million is included in Gross profit and $ 2 million is included in Operating expenses in the Condensed Consolidated Statements of Operations.

1 unchanged sentence

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.

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 Company received insurance proceeds of $ 20 million in the third quarter of fiscal 2026 and $ 40 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.

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 January 31, 2026 and August 2, 2025, the Company had net book overdrafts of $ 287 million and $ 267 million, respectively.

As of May 2, 2026 and August 2, 2025, the Company had net book overdrafts of $ 216 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 $ 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.

The LIFO reserve was $ 367 million and $ 349 million as of May 2, 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

23 unchanged sentences

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.

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

14 unchanged sentences

Accounts and notes receivable are as follows:

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

(in millions) May 2, 2026 August 2, 2025

Customer accounts receivable $ 943 $ 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 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.

As of May 2, 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 May 2, 2026 and August 2, 2025, was approximately $ 392 million and $ 380 million, respectively.

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

The loss on sale of receivables was $ 5 million and $ 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.

The loss on sale of receivables was $ 4 million and $ 5 million for the third quarters of fiscal 2026 and 2025, respectively, and $ 13 million and $ 14 million for fiscal 2026 and 2025 year-to-date, 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

The Company’s restructuring initiatives include optimization of its distribution center network, cost structure and retail footprint.

The Company is unable to estimate the total amount of costs expected to be incurred in connection with the restructuring activities given their nature, including the consideration of multiple scenarios for the disposal of non-operating real estate.

Restructuring, acquisition and integration related expenses were as follows:

13-Week Period Ended 39-Week Period Ended

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

(in millions) May 2, 2026 May 3, 2025 May 2, 2026 May 3, 2025

Restructuring and integration costs $ 3 $ 12 $ 20 $ 28

Closed property charges and costs, net 7 2 20 7

Total $ 8 $ 9 $ 30 $ 21

Total Restructuring, acquisition and integration related expenses $ 10 $ 14 $ 40 $ 35

Restructuring and Integration 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.

Restructuring and integration costs for fiscal 2025 year-to-date primarily include costs associated with certain employee severance and other employee separation costs related to the Company’s strategic initiatives focused on optimizing our cost structure and better aligning corporate resources, and strategic retail store closures, as well as outsourcing certain corporate functions under restructuring initiatives.

Closed Property Charges and Costs

6 unchanged sentences

Cash settlements ( 11 ) ( 35 )

Balances at January 31, 2026

Balances at May 2, 2026

Contract Termination Charges and Costs

6 unchanged sentences

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.

In the third quarter of fiscal 2026, the Company recorded a $ 14 million non-cash asset impairment charge related to the decision to close a leased retail store location.

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.

In the third quarter of fiscal 2025, the Company recorded a $ 24 million non-cash asset impairment charge related to the decision to discontinue operations at the Allentown, Pennsylvania distribution center.

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

NOTE 6—GOODWILL AND INTANGIBLE ASSETS, NET

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.

The Company’s Goodwill balance as of May 2, 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.

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

Identifiable intangible assets, net consisted of the following:

January 31, 2026 August 2, 2025

May 2, 2026 August 2, 2025

(in millions) Gross Carrying

12 unchanged sentences

Intangibles assets, net $ 1,153 $ 627 $ 526 $ 1,153 $ 577 $ 576

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:

Amortization expense was $ 16 million and $ 17 million for the third quarters of fiscal 2026 and 2025, respectively, and $ 50 million and $ 53 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 May 2, 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 January 31, 2026

Condensed Consolidated Balance Sheets Location Fair Value at May 2, 2026

(in millions) Level 1 Level 2 Level 3

Fuel derivatives designated as hedging instruments Prepaid expenses and other current assets $ — $ 5 $ —

Interest rate swaps designated as hedging instruments Other long-term assets $ — $ 1 $ —

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

5 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 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;

As of May 2, 2026, a 100-basis point increase in forward SOFR interest rates would increase the fair value of the interest rate swaps by approximately $ 7 million;

a 100-basis point decrease in forward SOFR interest rates would decrease the fair value of the interest rate swaps by approximately $ 7 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.

January 31, 2026 August 2, 2025

May 2, 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 January 31, 2026.

The Company’s interest rate swap contracts are designated as cash flow hedges as of May 2, 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 January 31, 2026, which are all pay fixed and receive floating, are as follows:

Details of active swap contracts as of May 2, 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

14 unchanged sentences

13-Week Period Ended 39-Week Period Ended

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

May 2, 2026 May 3, 2025 May 2, 2026 May 3, 2025

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

7 unchanged sentences

(in millions) Average Interest Rate at

January 31, 2026

Fiscal Maturity Year January 31,

Fiscal Maturity Year May 2,

2026 August 2,

15 unchanged sentences

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 obligations under the Term Loan Facility are guaranteed by most of the Company’s wholly owned subsidiaries, 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 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:

As of May 2, 2026 and August 2, 2025, there was $ 609 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 May 2, 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.

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

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.

On April 1, 2026, the Company entered into an amended and restated loan agreement (the “ABL Loan Agreement”), by and among the Company, SUPERVALU INC.

(“Supervalu”), UNFI Wholesale, Inc., and UNFI Distribution Company, LLC (collectively, the “U.S.

Borrowers”) and UNFI Canada, Inc.

(the “Canadian Borrower” and, together with the U.S.

Borrowers, the “Borrowers”), the financial institutions that are parties thereto as lenders (collectively, the “ABL Lenders”), Wells Fargo Bank, N.A.

as administrative agent for the ABL Lenders, and the other parties thereto, which provides for a secured asset-based revolving credit facility (the “ABL Credit Facility”) with an aggregate principal amount available of up to $ 2,530 million, including Revolver Loans (as defined in the ABL Loan Agreement) of up to $ 2,400 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 April 1, 2031.

The ABL Credit Facility amended and restated the Company’s existing $ 2,730 million ABL credit facility dated as of June 3, 2022, as amended from time to time prior to April 1, 2026, including Revolver Loans of up to $ 2,600 million and a FILO tranche of incremental ABL loans of $ 130 million.

Effective April 1, 2026, the Company used borrowings under the ABL Loan Agreement to repay all amounts outstanding under the existing $ 2,730 million ABL credit facility.

The Company incurred an insignificant loss on debt extinguishment, which was recorded within Interest expense, net in the Condensed Consolidated Statements of Operations in the third quarter of fiscal 2026.

Under the new ABL Loan Agreement, the Borrowers may, at their option, request an increase in the aggregate amount of the ABL Credit Facility in an amount of up to $ 750 million, subject to the satisfaction of certain customary conditions and applicable lenders committing to provide the increase in funding.

There is no assurance that additional funding would be available.

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) January 31, 2026

Range of Facility Rates and Fees (per annum) May 2, 2026

Applicable margin for revolver base rate loans 0.125 % - 0.375 %

6 unchanged sentences

(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 guaranteed by most of the Company’s wholly owned subsidiaries, 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 $ 2,530 million).

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.

As of May 2, 2026, the borrowing base was $ 2,330 million, reflecting the advance rates described above and $ 113 million of reserves, which is below the $ 2,530 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) January 31, 2026

(in millions) May 2, 2026

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

3 unchanged sentences

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.

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 Senior Notes are guaranteed by most of the Company’s wholly owned subsidiaries, subject to customary exceptions and limitations.

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.

In connection with this redemption, the Company incurred an insignificant loss on debt extinguishment, which was recorded within Interest expense, net in the Condensed 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.

3 unchanged sentences

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

Other comprehensive loss before reclassifications — — 2 1 3

Other comprehensive income before reclassifications 4 — 1 3 8

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

Amortization of cash flow hedges ( 1 ) — — ( 1 ) ( 2 )

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

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

Net current period Other comprehensive income 3 — 1 2 6

Accumulated other comprehensive income (loss) at May 2, 2026 $ 3 $ ( 16 ) $ ( 22 ) $ ( 1 ) $ ( 36 )

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

1 unchanged sentence

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

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

Other comprehensive income before reclassifications — — 1 4 5

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

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

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 )

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

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

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

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

(in millions) January 31,

2026 February 1,

2025 January 31,

2026 February 1,

(in millions) May 2,

Pension and postretirement benefit plan net assets:

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

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

Income tax benefit — — — — Provision (benefit) for income taxes

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

Swap agreements:

6 unchanged sentences

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

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.

(1) Reclassification of amounts included in net periodic benefit income include reclassification of prior service cost as reflected in Note 11—Benefit Plans.

As of May 2, 2026, the Company expects to reclassify $ 4 million related to unrealized derivative gains out of Accumulated other comprehensive loss and primarily into Interest expense, net during the following twelve-month period.

NOTE 11—BENEFIT PLANS

1 unchanged sentence

13-Week Period Ended 39-Week Period Ended

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

(in millions) May 2, 2026 May 3, 2025 May 2, 2026 May 3, 2025

Interest cost $ 17 $ 17 $ 50 $ 53

1 unchanged sentence

Net periodic benefit income $ ( 6 ) $ ( 6 ) $ ( 18 ) $ ( 16 )

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

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

Contributions

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

Contributions for the second quarters and year-to-date fiscal 2026 and 2025 were de minimis.

Contributions for the third quarters and year-to-date fiscal 2026 and 2025 were de minimis.

Multiemployer Pension Plans

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.

The Company contributed $ 12 million in the third quarters of fiscal 2026 and 2025, and $ 35 million and $ 37 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 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 effective tax rate for the third quarter of fiscal 2026 was an expense rate of 21.4 % on pre-tax income compared to a benefit rate of 56.3 % on pre-tax loss for the third quarter of fiscal 2025.

The change from the third quarter of fiscal 2025 is primarily driven by the impact of a partnership investment entered into in the third quarter of fiscal 2025, as well as a decrease in the discrete tax benefit for return to provision tax credits in the third quarter of fiscal 2026 compared to fiscal 2025, combined with an increase in pre-tax income for the third quarter of fiscal 2026.

The primary driver for the variation between the Company’s statutory tax rate and its effective tax rate was discrete tax benefits resulting from return to provision tax credits.

The effective tax rate for fiscal 2026 year-to-date was an expense rate of 12.5 % on pre-tax income compared to a benefit rate of 35.6 % 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

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13-Week Period Ended 39-Week Period Ended

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

2026 February 1,

2025 January 31,

2026 February 1,

(in millions, except per share data) May 2,

Basic weighted average shares outstanding 60.8 60.5 60.8 60.1

6 unchanged sentences

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.

20 unchanged sentences

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

13-Week Period Ended May 2, 2026

(in millions) Natural Conventional Retail Total

8 unchanged sentences

Segment Adjusted EBITDA 146 64 ( 9 ) $ 201

Elimination of intersegment profit

Unallocated corporate overhead ( 20 )

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• 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)

13-Week Period Ended May 3, 2025 (1)

(in millions) Natural Conventional Retail Total

8 unchanged sentences

Segment Adjusted EBITDA 124 47 1 $ 172

Elimination of intersegment loss

Elimination of intersegment profit

Unallocated corporate overhead ( 16 )

Net income attributable to noncontrolling interests 1

Net periodic benefit income, excluding service cost 5

Interest expense, net ( 36 )

Other income, net 1

Depreciation and amortization ( 81 )

Share-based compensation ( 10 )

LIFO charge ( 3 )

LIFO benefit 5

Restructuring, acquisition, and integration related expenses ( 14 )

1 unchanged sentence

Business transformation costs ( 14 )

Other adjustments ( 2 )

Loss before income taxes

5 unchanged sentences

26-Week Period Ended January 31, 2026

39-Week Period Ended May 2, 2026

(in millions) Natural Conventional Retail Total

8 unchanged sentences

Segment Adjusted EBITDA 403 208 ( 23 ) $ 588

Elimination of intersegment loss

Elimination of intersegment profit

Unallocated corporate overhead ( 60 )

15 unchanged sentences

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

39-Week Period Ended May 3, 2025 (1)

(in millions) Natural Conventional Retail Total

8 unchanged sentences

Segment Adjusted EBITDA 323 151 9 $ 483

Elimination of intersegment profit

Unallocated corporate overhead ( 48 )

19 unchanged sentences

13-Week Period Ended 39-Week Period Ended

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

January 31, 2026 February 1, 2025 (1)

(in millions) May 2, 2026 May 3, 2025 (1)

May 2, 2026 May 3, 2025 (1)

Depreciation and amortization:

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Guarantees and Contingent Liabilities

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

The Company has outstanding guarantees related to certain lease obligations of various retailers as of May 2, 2026.

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 .

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

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

1 unchanged sentence

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

As of 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.

As of May 2, 2026, the maximum amount of undiscounted payments the Company would be required to make in the event of default of all guarantees was $ 8 million ($ 7 million on a discounted basis).

Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, as of May 2, 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.

5 unchanged sentences

These contracts typically include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations.

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.

As of May 2, 2026, the Company had approximately $ 611 million of non-cancelable future purchase obligations, most of which will be paid and utilized in the ordinary course within one year.

Legal Proceedings

13 unchanged sentences

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.

12 unchanged sentences

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

The trial date is set for February 18, 2027.

The trial ready date is set for April 19, 2027.

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

23 unchanged sentences

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 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 the 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.

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

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

1 unchanged sentence

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 parties have briefed the appeal and are waiting for oral argument to be set.

The Company, J.

6 unchanged sentences

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.

In the third quarter of fiscal 2026, the Company reached an agreement to settle this case for $ 39 million, which will be funded directly by the Company’s insurers to the settlement administrator, and is in the process of finalizing the settlement agreement.

The Company has recorded a liability related to this agreement within Accrued expenses and other current liabilities, and an offsetting receivable for insurance recoveries within Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets.

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.

1 unchanged sentence

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.

pending in Delaware Chancery Court, the plaintiff alleges 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.

On March 19, 2026, the plaintiff voluntarily dismissed the lawsuit.

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

17 unchanged sentences

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

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

As of May 2, 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.

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

NOTE 16—SUBSEQUENT EVENTS

Subsequent to the end of the third quarter of fiscal 2026, the Company completed the sale of a surplus distribution center, which was previously classified as held for sale within Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets.

In connection with the sale, the Company expects to record an $ 18 million gain on sale within Loss on sale of assets and other asset charges in the Condensed Consolidated Statements of Operations in the fourth quarter of fiscal 2026.

The Company used the proceeds from the sale of this property to repay borrowings under the ABL Credit Facility.

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