What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-09-14 compared with 2025-10-01 · 410 added, 385 removed, 1276 unchanged (38% of the section changed)

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Consolidated Statements of Operations

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Stockholders’ Equity

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We have audited the accompanying consolidated balance sheets of United Natural Foods, Inc.

and subsidiaries (the Company) as of August 2, 2025 and August 3, 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended August 2, 2025, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of August 1, 2026 and August 2, 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended August 1, 2026, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of August 1, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of the value of the defined benefit pension obligation

As discussed in Note 13 to the consolidated financial statements, the Company sponsors a defined benefit pension plan, covering employees who meet certain eligibility requirements.

The value of the defined benefit pension obligation at year end was $1.41 billion, offset by plan assets totaling $1.48 billion.

The determination of the Company’s defined benefit pension obligation with respect to the plan is dependent, in part, on the selection of certain actuarial assumptions, including the discount rate used.

We identified the assessment of the value of the defined benefit pension obligation as a critical audit matter because of the subjectivity in evaluating the discount rate used, and the impact small changes in this assumption would have on the measurement of the defined benefit pension obligation.

Additionally, the audit effort associated with the evaluation of the discount rate required specialized skills and knowledge.

Sufficiency of audit evidence over inventory quantities

As discussed in Note 1 to the consolidated financial statements, the Company held $1,946 million of inventory, net as of August 1, 2026, the majority of which was located across 46 distribution centers and warehouses.

The Company’s processes to track and determine consolidated inventory rely on various perpetual inventory systems which involve the interaction of information technology (IT) systems.

We identified the evaluation of the sufficiency of audit evidence obtained related to the quantities of inventory located at distribution centers and warehouses as a critical audit matter.

Evaluating the sufficiency of audit evidence over the related quantities of inventory required challenging auditor judgment to determine the nature and extent of procedures to be performed, including determining the number of locations visited and the need to involve IT professionals with specialized skills and knowledge due to the interaction of IT systems that track physical inventory quantities by location.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s defined benefit pension obligation process, including a control related to the development of the discount rate used.

We compared the methodology used in the current year to develop the discount rate to the methodology used in the prior period.

In addition, we involved an actuarial professional with specialized skills and knowledge, who assisted in the evaluation of the Company’s discount rate by evaluating the methodology utilized by the Company and assessing the selected discount rate against publicly available discount rate benchmark information.

We applied auditor judgment to determine the nature and extent of procedures to be performed over quantities of inventory located at distribution centers and warehouses by evaluating:

• The homogeneity of the locations

• The historical inventory locations we have visited and results of prior physical counts

• The Company’s inventory cycle count program, including compliance with the cycle count program requirements, the monitoring of the cycle counts, and the related results.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s inventory process, including controls over the Company’s determination of the quantities of inventory located at distribution centers and warehouses.

We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT application controls, as well as certain controls related to access to programs and data, program changes, and computer operations that support the Company's perpetual inventory systems.

We tested the existence and completeness of inventory by counting inventory quantities located at distribution centers and warehouses on a sample basis through location visits during the year to evaluate the Company's perpetual inventory records.

We evaluated the sufficiency of audit evidence obtained over quantities of inventory located at distribution centers and warehouses by assessing the results of procedures performed.

We have served as the Company’s auditor since 1993.

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August 2, 2025

July 29, 2023

August 3, 2024

Net sales $ 31,152 $ 31,784 $ 30,980

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Restructuring, acquisition and integration related expenses 52 94 36

Loss on sale of assets and other asset charges 42 57 30

Operating (loss) income ( 31 ) 8 120

Loss (gain) on sale of assets and other asset charges 27 42 57

Operating income (loss)

Net periodic benefit income, excluding service cost ( 23 ) ( 20 ) ( 15 )

Interest expense, net 126 146 162

Other income, net ( 3 ) ( 2 ) ( 2 )

(Loss) income before income taxes ( 154 ) ( 137 ) 7

Benefit for income taxes ( 39 ) ( 27 ) ( 23 )

Net (loss) income including noncontrolling interests ( 115 ) ( 110 ) 30

Other expense (income), net 6 ( 3 ) ( 2 )

Income (loss) before income taxes

102 ( 154 ) ( 137 )

Provision (benefit) for income taxes

18 ( 39 ) ( 27 )

Net income (loss) including noncontrolling interests

84 ( 115 ) ( 110 )

Less net income attributable to noncontrolling interests — ( 3 ) ( 2 )

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

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

$ 84 $ ( 118 ) $ ( 112 )

Basic (loss) earnings per share $ ( 1.95 ) $ ( 1.89 ) $ 0.41

Diluted (loss) earnings per share $ ( 1.95 ) $ ( 1.89 ) $ 0.40

Basic earnings (loss) per share

$ 1.39 $ ( 1.95 ) $ ( 1.89 )

Diluted earnings (loss) per share

$ 1.34 $ ( 1.95 ) $ ( 1.89 )

Weighted average shares outstanding:

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

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August 2, 2025

July 29, 2023

Net (loss) income including noncontrolling interests $ ( 115 ) $ ( 110 ) $ 30

August 3, 2024

Net income (loss) including noncontrolling interests $ 84 $ ( 115 ) $ ( 110 )

Other comprehensive income (loss):

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Less comprehensive income attributable to noncontrolling interests — ( 3 ) ( 2 )

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

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

$ 88 $ ( 113 ) $ ( 131 )

(1) Amounts are net of tax expense (benefit) of $ 2 million , $ 0 million and $( 7 ) million , respectively.

(1) Amounts are net of tax (benefit) expense of $( 1 ) million, $ 2 million and $ 0 million, respectively.

(3) Amounts are net of tax benefit of $ 0 million , $ 0 million , and $( 1 ) million , respectively.

(2) Amounts are net of tax expense (benefit) of $ 1 million, $( 1 ) million and $( 5 ) million, respectively.

(3) Amounts are net of tax expense of $ 1 million, $ 0 million, and $ 0 million, respectively.

See accompanying Notes to Consolidated Financial Statements.

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Share-based compensation — — — — 39 — — 39 — 39

Repurchases of common stock — — 1.9 ( 62 ) — — — ( 62 ) — ( 62 )

Other comprehensive loss — — — — — ( 19 ) — ( 19 ) — ( 19 )

Distributions to noncontrolling interests — — — — — — — — ( 4 ) ( 4 )

Net income — — — — — — 24 24 6 30

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

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

Net (loss) income — — — — — — ( 112 ) ( 112 ) 2 ( 110 )

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

Restricted stock vestings 1.1 — — — ( 10 ) — — ( 10 ) — ( 10 )

Share-based compensation — — — — 37 — — 37 — 37

Other comprehensive loss — — — — — ( 19 ) — ( 19 ) — ( 19 )

Other comprehensive income — — — — — 5 — 5 — 5

Distributions to noncontrolling interests — — — — — — — — ( 4 ) ( 4 )

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Share-based compensation — — — — 47 — — 47 — 47

Repurchases of common stock — — 1.2 ( 50 ) — — — ( 50 ) — ( 50 )

Other comprehensive income — — — — — 4 — 4 — 4

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

Acquisition of noncontrolling interests — — — — ( 4 ) — — ( 4 ) 4 —

Net (loss) income — — — — — — ( 118 ) ( 118 ) 3 ( 115 )

Net income — — — — — — 84 84 — 84

Balances at August 1, 2026 64.0 $ 1 3.7 $ ( 136 ) $ 690 $ ( 38 ) $ 1,104 $ 1,621 $ 1 $ 1,622

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August 2, 2025

July 29, 2023

August 3, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income including noncontrolling interests $ ( 115 ) $ ( 110 ) $ 30

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

Net income (loss) including noncontrolling interests

$ 84 $ ( 115 ) $ ( 110 )

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

Depreciation and amortization 303 321 319

Share-based compensation 61 43 39

Gain on sale of assets ( 4 ) ( 7 ) ( 9 )

Loss (gain) on sale of assets ( 12 ) ( 4 ) ( 7 )

Long-lived asset impairment charges 30 25 43

Net pension and other postretirement benefit income ( 23 ) ( 20 ) ( 15 )

Deferred income tax benefit ( 56 ) ( 49 ) ( 36 )

LIFO (benefit) charge ( 2 ) 7 119

Provision (recoveries) for losses on receivables 3 3 ( 1 )

Deferred income tax expense (benefit) 27 ( 56 ) ( 49 )

LIFO charge (benefit) 19 ( 2 ) 7

Provision for losses on receivables 34 3 3

Loss on debt extinguishment 2 4 —

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Payments for investments ( 14 ) ( 18 ) ( 23 )

Other investing 6 1 1

Net cash used in investing activities ( 169 ) ( 218 ) ( 342 )

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Repayments of other loans ( 2 ) ( 8 ) ( 2 )

Other — ( 2 ) —

Other financing — — ( 2 )

Net cash (used in) provided by financing activities ( 377 ) ( 248 ) 92

EFFECT OF EXCHANGE RATE ON CASH ( 1 ) — —

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4 3 ( 7 )

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents, at beginning of period 44 40 37

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Cash paid for interest $ 127 $ 147 $ 159

Cash payments (refunds) for federal, state and foreign income taxes, net $ 4 $ ( 14 ) $ ( 5 )

Additions of property and equipment included in Accounts payable $ 24 $ 7 $ 21

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United Natural Foods, Inc.

and its subsidiaries (the “Company”, “we”, “us”, “UNFI”, or “our”) is a leading distributor of natural, organic, specialty, produce and conventional grocery and non-food products, and provider of support services to retailers.

The Company sells its products primarily throughout the United States and Canada.

Effective for the fourth quarter of fiscal 2025, the Company updated its segment reporting structure to align with how the business is now operated and managed, following the divisional realignment and organizational changes that began during the second quarter of fiscal 2025.

Prior periods have been recast to conform to the Company’s new reportable segments, which are as follows:

• Natural , which primarily reflects the wholesale distribution of natural, organic and specialty grocery and non-food products and services and includes the Company’s portfolio of natural owned brands and natural and organic snack food manufacturing business;

• Conventional , which primarily reflects the wholesale distribution of conventional grocery and non-food products and services and includes the Company’s portfolio of conventional owned brands;

• Retail , which reflects the Company’s grocery and liquor stores operating under the Cub® Foods and Shoppers® banners that sell products directly to consumers.

Refer to Note 16—Business Segments for additional information.

Cybersecurity Incident

In the fourth quarter of fiscal 2025, the Company became aware of unauthorized activity on certain information technology systems.

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

During fiscal 2025, the Company recognized expenses related to the Cybersecurity Incident in Gross profit and Operating expenses in the 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 some of the costs, expenses, and losses stemming from the Cybersecurity Incident and expects that the full claim and settlement process will extend throughout fiscal 2026.

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

and its subsidiaries (the “Company,” “we,” “us,” “UNFI,” or “our”) is a leading grocery wholesaler and support services provider to retailers in the United States and Canada.

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

References to fiscal 2025, fiscal 2024 and fiscal 2023, or 2025, 2024 and 2023, as presented in tabular disclosure, relate to the 52-week, 53-week and 52-week fiscal periods ended August 2, 2025, August 3, 2024 and July 29, 2023, respectively.

References to fiscal 2026, fiscal 2025 and fiscal 2024, or 2026, 2025 and 2024, as presented in tabular disclosure, relate to the 52-week, 52-week and 53-week fiscal periods ended August 1, 2026, August 2, 2025 and August 3, 2024, respectively.

Fiscal 2024 contained 53 weeks with the fourth quarter of fiscal 2024 containing 14 weeks.

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Within the Consolidated Financial Statements certain immaterial amounts have been reclassified to conform with current year presentation.

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

Our Net sales consist primarily of product sales of natural, organic, specialty, produce, and conventional grocery and non-food products, adjusted for customer volume discounts, vendor incentives when applicable, returns and allowances, and professional services revenue.

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

Cybersecurity Incident

As previously disclosed, in June 2025, the Company experienced a cybersecurity incident.

During fiscal 2026, the Company recognized $ 24 million of incremental costs and charges related to the cybersecurity incident, of which $ 20 million is included in Gross profit and $ 4 million is included in Operating expenses in the Consolidated Statements of Operations.

During fiscal 2025, the Company recognized $ 26 million of costs and charges related to the cybersecurity incident, of which $ 15 million is included in Gross profit and $ 11 million is included in Operating expenses in the 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 claims to its insurers for reimbursement of costs, expenses, and losses stemming from the June 2025 cybersecurity incident.

The Company received insurance proceeds of $ 50 million during fiscal 2026 related to this cybersecurity incident, which were recognized as a reduction to Operating expenses in the Consolidated Statements of Operations.

The timing of recognizing insurance recoveries has differed from the timing of recognizing the associated costs and expenses and when associated losses were incurred.

Our Net sales consist primarily of product sales of natural, organic, specialty and conventional food and non-food products, adjusted for customer volume discounts, vendor incentives when applicable, returns and allowances, and professional services revenue.

Net sales also include amounts charged by the Company to customers for shipping and handling and fuel surcharges.

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Retail store advertising expenses are components of Cost of sales and are expensed as incurred.

The Company receives allowances and credits from vendors for buying activities, such as volume incentives, promotional allowances directed by the Company to customers, cash discounts and new product introductions (collectively referred to as “vendor funds”), which are typically based on contractual arrangements covering a period of one year or less.

The Company recognizes vendor funds for merchandising activities as a reduction of Cost of sales when the related products are sold, unless it has been determined that a discrete identifiable benefit has been provided to the vendor, in which case the related amounts are recognized within Net sales.

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Any upfront payments received for multi-period contracts are generally deferred and amortized over the life of the contracts.

The majority of the vendor funds contracts have terms of less than a year, with a small proportion of the contracts longer than one year.

The majority of the vendor funds contracts have terms of two years or less.

Shipping and Handling Fees and Costs

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Restructuring, Acquisition and Integration Related Expenses

Restructuring, acquisition and integration related expenses reflect expenses resulting from restructuring activities, including severance costs, facility closure costs, contract exit-related costs, share-based compensation acceleration charges and acquisition and integration related expenses.

Integration related expenses include certain professional consulting expenses and incremental expenses related to combining facilities required to optimize our distribution network as a result of acquisitions.

Loss on Sale of Assets and Other Asset Charges

Loss on sale of assets and other asset charges primarily includes losses (gains) on sales of assets, losses on sales of financial assets, and asset impairments.

Integration related expenses, when incurred, can include certain professional consulting expenses and incremental expenses related to combining facilities required to optimize our distribution network as a result of acquisitions.

Loss (Gain) on Sale of Assets and Other Asset Charges

Loss (gain) on sale of assets and other asset charges primarily includes (gains) losses on sales of assets, losses on sales of financial assets, and asset impairments.

In fiscal 2026, the Company recorded non-cash asset impairment charges related to decisions to close certain retail store locations and discontinue operations at certain distribution centers, warehouses or offsite storage facilities.

Additionally, in fiscal 2026, the Company recorded a gain on the sale of a surplus distribution center.

In fiscal 2025, the Company recorded an impairment charge related to its Allentown, Pennsylvania, distribution center.

Refer to Note 5—Property and Equipment, Net and Note 11—Leases for additional information on this impairment charge.

In fiscal 2024, the Company recorded impairment charges related to one of its corporate-owned office locations, certain leased and owned distribution centers and certain retail store locations.

Refer to Note 5—Property and Equipment, Net for additional information on these impairment charges.

In fiscal 2023, the Company recorded an impairment charge related to intangible assets associated with its Blue Marble Brands portfolio.

Refer to Note 6—Goodwill and Intangible Assets, Net for additional information on this impairment charge.

Refer to Note 5—Property and Equipment, Net and Note 11—Leases for additional information on impairment charges and gains on sales of long-lived assets and Note 3—Revenue Recognition for additional information on losses on sales of financial assets.

Interest Expense, Net

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

During fiscal 2025 and fiscal 2024, inventory quantities in certain LIFO layers were reduced.

These reductions resulted in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the cost of fiscal 2025 and fiscal 2024 purchases, the effect of which decreased Cost of sales by approximately $ 28 million in fiscal 2025 and $ 15 million in fiscal 2024.

As of August 2, 2025 and August 3, 2024, approximately $ 1.8 billion and $ 1.9 billion, respectively, of inventory was valued under the LIFO method, before the application of a LIFO reserve, and primarily included grocery, frozen food and general merchandise products, with the remaining inventory valued under the first-in, first-out (“FIFO”) method and primarily included meat, dairy and deli products.

During fiscal 2026, 2025 and 2024, inventory quantities in certain LIFO layers were reduced.

These reductions resulted in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the cost of fiscal 2026, 2025 and 2024 purchases, the effect of which decreased Cost of sales by approximately $ 37 million in fiscal 2026, $ 28 million in fiscal 2025 and $ 15 million in fiscal 2024.

As of August 1, 2026 and August 2, 2025, approximately $ 1.7 billion and $ 1.8 billion, respectively, of inventory was valued under the LIFO method, before the application of a LIFO reserve, and primarily included grocery, frozen food and general merchandise products, with the remaining inventory valued using the first-in, first-out (“FIFO”) and weighted average cost methods and primarily included meat, dairy and deli products.

The LIFO reserve was $ 368 million and $ 349 million as of August 1, 2026 and August 2, 2025, respectively, which is recorded within Inventories, net on the Consolidated Balance Sheets.

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Depreciation expense is based on the estimated useful lives of the assets using the straight-line method.

Property and equipment under finance leases and leasehold improvements are amortized on a straight-line basis over the shorter of the remaining term of the related lease or the estimated useful lives of the assets.

Applicable interest charges incurred during the construction of new facilities are capitalized as one of the elements of cost and are amortized over the assets’ estimated useful lives if certain criteria are met.

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The Company reviews long-lived assets, including amortizing intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.

Cash flows expected to be generated by the related assets are estimated over the assets’ useful lives based on updated projections.

The Company groups long-lived assets with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.

Cash flows expected to be generated by the related assets are estimated over the assets’ useful lives based on updated projections.

If the evaluation indicates that the carrying amount of an asset group may not be recoverable, the potential impairment is measured based on a fair value discounted cash flow model or a market approach method.

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Refer to Note 6—Goodwill and Intangible Assets, Net for additional information regarding the Company’s goodwill impairment reviews and other information.

Indefinite-lived intangible assets include the Tony’s Fine Foods tradename, and prior to July 23, 2023 included the Blue Marble Brands portfolio.

Indefinite-lived intangible assets include the Tony’s Fine Foods tradename.

Indefinite-lived intangible assets are reviewed for impairment at least annually as of the first day of the fourth fiscal quarter and more frequently if events occur or circumstances change that would indicate that the value of the asset may be impaired.

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Share-Based Compensation

Share-based compensation consists of time-based restricted stock units, performance-based restricted stock units and stock options.

Share-based compensation consists of time-based restricted share units and performance-based restricted share units.

Share-based compensation expense is measured by the fair value of the award on the date of grant.

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Forfeitures are recognized as reductions to Share-based compensation when they occur.

The grant date closing price per share of the Company’s stock is used to determine the fair value of restricted stock units.

The Company classifies certain restricted stock unit awards that can or will be settled in cash as liability awards.

The grant date closing price per share of the Company’s stock is used to determine the fair value of restricted share units.

The Company classifies certain restricted share unit awards that can or will be settled in cash as liability awards.

The fair value of liability-classified awards is remeasured at the end of each reporting period and adjustments resulting from remeasurement are recognized in earnings over the requisite service period.

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The Company sponsors pension and other postretirement plans in various forms covering participants who meet eligibility requirements.

The determination of the Company’s obligation and related income or expense for Company-sponsored pension and other postretirement benefits is dependent, in part, on management’s selection of certain actuarial assumptions in calculating these amounts.

These assumptions include, among other things, the discount rate, the expected long-term rate of return on plan assets and the rates of increase in healthcare costs.

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See Note 13—Benefit Plans for additional information on participation in multiemployer plans.

(Loss) Earnings Per Share

Basic (loss) earnings per share is calculated by dividing net (loss) income by the weighted average number of common shares outstanding during the period.

Diluted (loss) earnings per share is calculated by adding the dilutive potential common shares to the weighted average number of common shares that were outstanding during the period.

For purposes of the diluted earnings per share calculation, outstanding stock options, restricted stock units and performance-based awards, if applicable, are considered common stock equivalents, using the treasury stock method.

Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

Diluted earnings (loss) per share is calculated by adding the dilutive potential common shares to the weighted average number of common shares that were outstanding during the period.

For purposes of the diluted earnings per share calculation, outstanding stock options, restricted share units and performance-based share awards, if applicable, are considered common stock equivalents, using the treasury stock method.

Treasury Stock

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Treasury stock is included in authorized and issued shares but excluded from outstanding shares.

On September 21, 2022, our Board of Directors authorized a repurchase program for up to $ 200 million of the Company’s common stock over a term of four years (the “2022 Repurchase Program”).

Under the 2022 Repurchase Program, the Company repurchased approximately 1.9 million shares of its common stock for a total cost of $ 62 million in fiscal 2023.

On September 3, 2026, the Company’s Board of Directors authorized a new repurchase program for up to $ 200 million of the Company’s common stock (the “2026 Repurchase Program”).

Upon approval of the 2026 Repurchase Program, the Company’s Board of Directors terminated the repurchase program authorized in September 2022, which provided for the repurchase of up to $ 200 million of the Company’s common stock (the “2022 Repurchase Program”).

Under the 2022 Repurchase Program, the Company repurchased 1,245,357 shares of its common stock at an average price of $ 40.15 per share, for a total cost of $ 50 million in fiscal 2026.

The Company did no t repurchase any shares of its common stock in fiscal 2025 or 2024.

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Refer to Note 9—Long-Term Debt for information on the Company’s credit facilities’ limitations on its ability to repurchase shares of common stock above certain levels unless certain conditions and financial tests are met.

Comprehensive (Loss) Income

Comprehensive (loss) income is reported in the Consolidated Statements of Comprehensive (Loss) Income.

Comprehensive (loss) income includes all changes in Stockholders’ equity during the reporting period, other than those resulting from investments by and distributions to stockholders.

The Company’s comprehensive (loss) income is calculated as Net (loss) income including noncontrolling interests, plus or minus adjustments for foreign currency translation related to the translation of UNFI Canada, Inc.

Comprehensive Income (Loss)

Comprehensive income (loss) is reported in the Consolidated Statements of Comprehensive Income (Loss).

Comprehensive income (loss) includes all changes in Stockholders’ equity during the reporting period, other than those resulting from investments by and distributions to stockholders.

The Company’s comprehensive income (loss) is calculated as Net income (loss) including noncontrolling interests, plus or minus adjustments for foreign currency translation related to the translation of UNFI Canada, Inc.

(“UNFI Canada”) from the functional currency of Canadian dollars to U.S.

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All derivatives are recognized on the Company’s Consolidated Balance Sheets at fair value based on quoted market prices or estimates, and are recorded in either current or noncurrent assets or liabilities based on their maturity.

Changes in the fair value of derivatives are recorded in comprehensive (loss) income or net earnings, based on whether the instrument is designated and effective as a hedge transaction and, if so, the type of hedge transaction.

Changes in the fair value of derivatives are recorded in comprehensive income (loss) or net earnings, based on whether the instrument is designated and effective as a hedge transaction and, if so, the type of hedge transaction.

Gains or losses on derivative instruments are recorded in Accumulated other comprehensive loss and are reclassified to earnings in the period the hedged item affects earnings.

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The Company calculates operating and finance lease impairments using a discount rate to calculate the present value of estimated subtenant rentals that could be reasonably obtained for the property.

Lease impairment charges for properties no longer used in operations are recorded as a component of Loss on sale of assets and other asset charges in the Consolidated Statements of Operations.

Lease impairment charges for properties no longer used in operations are recorded as a component of Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations.

The calculation of lease impairment charges requires significant judgments and estimates, including estimated subtenant rentals, discount rates and future cash flows based on the Company’s experience and knowledge of the market in which the property is located, previous efforts to dispose of similar assets and the assessment of existing market conditions.

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Recently Adopted Accounting Pronouncements

In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-03, Fair Value Measurement (Topic 820):

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

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

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

The Company adopted this standard in the first quarter of fiscal 2025.

The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.

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

Improvements to Reportable Segment Disclosures .

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

The amendments in this update also expand the interim segment disclosure requirements.

The Company adopted this standard in the fourth quarter of fiscal 2025, which resulted in additional disclosures in the notes to the consolidated financial statements.

Refer to Note 16—Business Segments for additional information.

Recently Issued Accounting Pronouncements

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

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

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In addition, the amendments require disclosures of disaggregated pretax income and income tax expense and remove the requirement to disclose certain items that are no longer considered cost beneficial or relevant.

The Company is required to adopt the amendments in this update in fiscal 2026.

Early adoption is permitted.

The amendments in this update should be applied on a prospective basis but can also be applied retrospectively.

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

The Company adopted this standard in the fourth quarter of fiscal 2026 on a retrospective basis, which resulted in additional disclosures in the notes to the consolidated financial statements.

Refer to Note 14—Income Taxes for additional information.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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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 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):

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

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Accordingly, the Company does not separately recognize revenue related to tradenames utilized by its customers.

The Company enters into distribution agreements with manufacturers to provide wholesale supplies to the Defense Commissary Agency (“DeCA”) and other government agency locations.

DeCA contracts with manufacturers to obtain grocery products for the commissary system.

The Company contracts with manufacturers to distribute products to the commissaries after being authorized by the manufacturers to be a military distributor to DeCA.

The Company must adhere to DeCA’s delivery system procedures governing matters such as product identification, ordering and processing, information exchange and resolution of discrepancies.

DeCA identifies the manufacturer with which an order is to be placed, determines which distributor is contracted by the manufacturer for a particular commissary or exchange location, and then places a product order with that distributor that is covered under DeCA’s master contract with the applicable manufacturer.

The Company supplies product from its existing inventory, delivers it to the DeCA designated location, and bills the manufacturer for the product price plus a drayage fee.

The manufacturer then bills DeCA under the terms of its master contract.

The Company has determined that it controls the goods before they are transferred to the customer, and as such it is the principal in the transaction.

Revenue is recognized on a gross basis when control of the product passes to the DeCA designated location.

Through June 2026, the Company entered into distribution agreements with manufacturers to provide wholesale supplies to the Defense Commissary Agency (“DeCA”) and other government agency locations.

Under these arrangements, DeCA contracted with manufacturers to obtain grocery products for the commissary system and the Company was authorized by manufacturers to distribute products to the commissaries.

The Company supplied product from its inventory, delivered it to the DeCA designated location and billed the manufacturer for the product price plus a drayage fee, after which the manufacturer billed DeCA under the terms of its master contract.

For these arrangements, the Company determined that it controlled the goods before transfer to the customer, and as such acted as the principal in the transaction.

Accordingly, revenue was recognized on a gross basis when control of the product passed to the DeCA designated location.

The Company no longer enters into these arrangements.

Customer incentives

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Disaggregation of Revenues

Effective for the fourth quarter of fiscal 2025, the Company updated its segment reporting structure to align with how the business is operated and managed, following the divisional realignment and organizational changes announced during the second quarter of fiscal 2025.

The Company disaggregates revenue by business division based on product and service offerings and determined that disaggregating revenue at the segment level achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

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The Company’s continuing involvement in transferred receivables is limited to servicing the receivables.

Accounts receivable that the Company is servicing on behalf of the financial institution, which would have otherwise been outstanding as of August 2, 2025 and August 3, 2024, was approximately $ 380 million and $ 322 million, respectively.

As of the end of fiscal 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 August 1, 2026 and August 2, 2025, was approximately $ 385 million and $ 380 million, respectively.

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

The loss on sale of receivables was $ 19 million and $ 21 million for fiscal 2025 and fiscal 2024, respectively, and is recorded within Loss on sale of assets and other asset charges in the Consolidated Statements of Operations.

The loss on sale of receivables was $ 17 million and $ 19 million for fiscal 2026 and fiscal 2025, respectively, and is recorded within Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations.

NOTE 4—RESTRUCTURING, ACQUISITION AND INTEGRATION RELATED EXPENSES

Restructuring, acquisition and integration related expenses were as follows:

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.

The Company did not incur any acquisition or integration related expenses in any of the periods presented.

Restructuring expenses were as follows:

(in millions) 2026 2025 2024

Contract termination charges and costs $ 53 $ — $ —

Restructuring and integration costs 30 30 8

Severance and other labor-related costs 24 30 30

Closed property charges and costs, net 28 11 6

Total $ 94 $ 36 $ 8

Contract termination charges and costs $ — $ 53 $ —

In fiscal 2025, the Company mutually agreed to terminate its supply agreement with a customer in the East region, pursuant to which the Company served as the customer’s primary grocery wholesaler in the Northeast.

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

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

The first installment payment of $ 18 million was paid in the fourth quarter of fiscal 2025 and $ 35 million remained outstanding as of August 2, 2025.

Subsequent to the end of fiscal 2025, an additional $ 18 million was paid and remaining installments are expected to be paid over a transition period ending in the first quarter of fiscal 2026.

Restructuring and Integration Costs

Restructuring and integration costs for fiscal 2025 primarily relate to costs associated with certain employee severance and other employee separation costs and outsourcing certain corporate functions under restructuring initiatives.

Restructuring and integration costs for fiscal 2024 and 2023 primarily relate to costs associated with certain employee severance and other employee separation costs.

Total Restructuring, acquisition and integration related expenses $ 52 $ 94 $ 36

Severance and Other Labor-Related Costs

Restructuring costs for fiscal 2026 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, strategic retail store closures and distribution network optimization and adjustments to previously recorded multiemployer pension plan withdrawal liabilities.

Restructuring costs for fiscal 2025 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.

Restructuring costs for fiscal 2024 primarily include costs associated with certain employee severance and other employee separation costs related to related to the Company’s strategic initiatives focused on optimizing our cost structure and better aligning corporate resources.

Closed Property Charges and Costs

Closed property charges for fiscal 2026, 2025 and 2024 primarily relate to non-operating distribution centers as the Company optimizes its distribution center network, and non-operating retail stores.

Contract Termination Charges and Costs

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

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

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

Restructuring Liabilities Changes

The following table provides the activity of restructuring liabilities for fiscal 2026 and fiscal 2025, which are included in Accrued expenses and other current liabilities and Accrued compensation and benefits in the Consolidated Balance Sheets:

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

Balances at July 29, 2023

Balances at August 3, 2024

Restructuring-related charges 20 —

Contract termination charges — 53

Cash settlements ( 26 ) ( 18 )

Balances at August 2, 2025

Contract termination charges — 53

Restructuring-related charges 11 —

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Depreciation and amortization expense on property and equipment was $ 237 million, $ 250 million and $ 247 million for fiscal 2026, 2025 and 2024, respectively.

In the fourth quarter of fiscal 2026, the Company sold long-lived assets related to a surplus distribution center, which were previously classified as held for sale within Prepaid expenses and other current assets in the Consolidated Balance Sheets.

In connection with the sale, the Company recorded an $ 18 million gain on sale within Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations.

In the second quarter of fiscal 2026, the Company sold long-lived assets previously held for sale related to another surplus distribution center for an amount that approximated its net book value at the time of the sale.

Subsequent to the fourth quarter of fiscal 2026, the Company entered into an agreement to sell a distribution center with a carrying value of $ 26 million, which was classified as Property and equipment, net in the Consolidated Balance Sheets as of August 1, 2026.

The Company expects the sale to close in fiscal 2027 for an amount that exceeds the carrying value of the of the assets.

Asset Impairment Charges

During 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, of which $ 4 million related to property and equipment.

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

Refer to Note 11—Leases for additional information.

In fiscal 2025, as a result of the expected loss in volume related to the termination of the Company’s supply agreement with a customer in the East region, the Company determined that it was more likely than not that it would discontinue operations at the Allentown, Pennsylvania, distribution center.

As a result, the Company conducted an impairment review and recorded a $ 24 million non-cash asset impairment charge during the third quarter of fiscal 2025, of which $ 11 million related to property and equipment.

The fair value utilized in the Company’s impairment analysis was determined based on the income approach, and the impairment charge is recorded within Loss on sale of assets and other asset charges in the Consolidated Statements of Operations.

The fair value utilized in the Company’s impairment analysis was determined based on the income approach, and the impairment charge is recorded within Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations.

Refer to Note 11—Leases for additional information.

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As a result, the Company conducted an impairment review and recorded a $ 21 million non-cash asset impairment charge in fiscal 2024.

The fair value utilized in the Company’s impairment review was determined based on the market approach, and the impairment charge is recorded within Loss on sale of assets and other asset charges in the Consolidated Statements of Operations.

The fair value utilized in the Company’s impairment review was determined based on the market approach, and the impairment charge is recorded within Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations.

In the fourth quarter of fiscal 2024, the Company sold certain long-lived assets related to this corporate-owned office location for an amount that approximated its net book value at the time of the sale.

During the fourth quarter of fiscal 2024, the Company recorded a $ 15 million non-cash impairment charge related to the decision to close certain leased and owned distribution center locations.

During the third quarter of fiscal 2024, the Company recorded a $ 7 million non-cash asset impairment charge related to the decision to close certain retail store locations.

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

There were no property and equipment impairment charges recorded for fiscal 2023.

In the third quarter of fiscal 2026, the remaining assets previously held for sale were sold for an amount that approximated their net book value at the time of the sale.

During the fourth quarter of fiscal 2024, the Company recorded a $ 15 million non-cash impairment charge related to the decision to close certain leased and owned distribution center locations, of which $ 6 million related to property and equipment.

During the third quarter of fiscal 2024, the Company recorded a $ 7 million non-cash asset impairment charge related to the decision to close certain retail store locations, of which $ 4 million related to property and equipment.

The impairment charges are recorded within Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations.

Refer to Note 11—Leases for additional information.

NOTE 6—GOODWILL AND INTANGIBLE ASSETS, NET

Resulting from a change in reportable segments as described in Note 16—Business Segments, the Company reassessed its goodwill reporting units.

As a result, certain reporting units were combined.

The Company now has four goodwill reporting units:

The Company has four goodwill reporting units:

Natural, Conventional and Retail, which are each separate operating and reportable segments;

and Woodstock Farms, which does not meet the criteria of an operating segment and is reported within the Natural segment.

In the fourth quarter of fiscal 2025, 2024 and 2023 the Company performed its annual goodwill qualitative impairment review and determined that a quantitative impairment test was not required for any of its reporting units.

In the fourth quarter of fiscal 2026, 2025 and 2024 the Company performed its annual goodwill impairment review and determined that it was more likely than not that the fair value of its reporting units exceeded their respective carrying values.

No goodwill impairments were identified as a result of this annual test.

Goodwill and Intangible Assets Changes

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There were no goodwill impairment charges during fiscal 2026, 2025 or 2024.

Changes in the carrying value of Goodwill for fiscal 2025 and fiscal 2024 were due to changes in foreign exchange rates.

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

Identifiable intangible assets, net consisted of the following:

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Intangibles assets, net $ 1,152 $ 643 $ 509 $ 1,153 $ 577 $ 576

The Company performed annual qualitative reviews of its indefinite lived trademarks and tradenames in fiscal 2025 and 2024, which indicated a quantitative assessment was not required.

In the fourth quarter of fiscal 2023, the Company decided to rationalize certain of its brands within its Blue Marble Brands portfolio, resulting in an abandonment of certain brands and a shortened life of remaining brand-related intangible assets.

These changes were part of an effort for the Company to focus on its core private brand offerings.

As a result, the Company recorded a $ 25 million intangible asset impairment charge in fiscal 2023 and began amortizing the remaining intangible assets associated with its Blue Marble Brands portfolio.

The fair values utilized in the Company’s quantitative assessment were determined using the income approach, discounting projected future net cash flows based on management’s expectations of the current and future operating environment for each brand.

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

The Company performed annual reviews of its indefinite lived trademarks and tradenames in fiscal 2026, 2025 and 2024, and determined that it was more likely than not that the fair value exceeded its carrying value.

Based on the results, no impairments were identified.

Amortization expense was $ 66 million, $ 71 million and $ 72 million for fiscal 2026, 2025 and 2024, respectively.

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Level 1 Level 2 Level 3

Interest rate swaps designated as hedging instruments

Fuel derivatives designated as hedging instruments

Accounts receivable, net $ — $ 1 $ —

Fuel derivatives designated as hedging instruments

Prepaid expenses and other current assets $ — $ 4 $ —

Interest rate swaps designated as hedging instruments

Other long-term liabilities $ — $ 3 $ —

Prepaid expenses and other current assets $ — $ 1 $ —

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

Fair Value at August 2, 2025

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Interest rate swaps designated as hedging instruments Prepaid expenses and other current assets $ — $ 1 $ —

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

Fuel derivatives designated as hedging instruments

Accrued expenses and other current liabilities $ — $ 2 $ —

Interest rate swaps designated as hedging instruments

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

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

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

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

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

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

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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

July 31, 2026 October 31, 2029 $ 100 3.9915 % One-Month Term SOFR Monthly

July 31, 2026 December 31, 2027 $ 100 4.0252 % 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.

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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 income (loss) (outside of earnings) in the Consolidated Statements of Comprehensive (Loss) Income and subsequently reclassified to earnings in Interest expense, net in the 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 Consolidated Statements of Comprehensive Income (Loss) and subsequently reclassified to earnings in Interest expense, net in the Consolidated Statements of Operations when the hedged transactions affect earnings.

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

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Gain on cash flow hedging relationships:

Gain reclassified from comprehensive (loss) income into earnings

$ 9 $ 19 $ 12

Gain reclassified from comprehensive income (loss) into earnings

NOTE 9—LONG-TERM DEBT

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6.75 % 2029 350 500

Other secured loans — % 2025 — 1

Debt issuance costs, net ( 15 ) ( 13 )

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2031 1,217 48

2031 and thereafter 358 24

$ 1,583 $ 397

Term Loan Facility

The term loan agreement dated as of October 22, 2018 (as amended, the “Term Loan Agreement”) provides for a $ 500 million senior secured first lien term loan (the “Term Loan Facility”), which is scheduled to mature on May 1, 2031, with a springing maturity of 91 days prior to the maturity of the Senior Notes (defined below), in the event that at least $ 100 million in principal amount outstanding of such Senior Notes remains outstanding on such date.

The term loan agreement dated as of October 22, 2018 (as amended, the “Term Loan Agreement”) provides for a senior secured first lien term loan (the “Term Loan Facility”) in an initial principal amount of $ 500 million, which is scheduled to mature on May 1, 2031, with a springing maturity of 91 days prior to the maturity of the Senior Notes (defined below), in the event that at least $ 100 million in principal amount outstanding of such Senior Notes remains outstanding on such date.

On June 18, 2026, the Company entered into an amendment (the “Fifth Term Loan Amendment”) to the Term Loan Agreement that, among other changes, repriced the Term Loan Facility, reducing the applicable margin over SOFR from 4.75 % to 4.00 %.

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

Under the Term Loan Agreement, the Company may, at its option, increase the amount of the Term Loan Facility or add one or more additional tranches of term loans or revolving credit commitments, without the consent of any lenders not participating in such additional borrowings, up to an aggregate amount of $ 702 million plus additional amounts based on satisfaction of certain leverage ratio tests, subject to certain customary conditions and applicable lenders committing to provide the additional funding.

There can be no assurance that additional funding would be available.

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.

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(i) a base rate plus a margin of 3.00 % or (ii) a SOFR rate plus a margin of 4.00 %, provided that the SOFR rate shall never be less than 0.0 %.

On May 5, 2025, the Company made a voluntary prepayment of $ 100 million on the Term Loan Facility funded with incremental borrowings under the ABL Credit Facility.

In connection with this prepayment, the Company incurred a loss on debt extinguishment of $ 4 million related to unamortized debt issuance costs, unamortized original issue discount and the required 1.00% prepayment premium, which was recorded within Interest expense, net in the Consolidated Statements of Operations in the fourth quarter of fiscal 2025.

On May 30, 2025, the Company made a voluntary prepayment of $ 10 million and a mandatory prepayment of $ 1 million on the Term Loan Facility with proceeds from the sale of the Billings, Montana distribution center.

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

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.

Under the ABL Loan Agreement, the aggregate amount of the ABL Credit Facility may be increased in an amount of up to $ 620 million without the consent of any lenders not participating in such increase, subject to certain customary conditions and applicable lenders committing to provide the increase in funding.

There can be no assurance that additional funding would be available.

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 then-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 then-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 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.

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(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.

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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 (defined above).

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

On February 26, 2026 and July 29, 2026, the Company redeemed $ 115 million and $ 35 million, respectively, of aggregate principal amount of the Senior Notes.

The redemptions were funded with incremental borrowings under the ABL Credit Facility.

In connection with these redemptions, the Company incurred an insignificant loss on debt extinguishment related to unamortized debt issuance costs, which was recorded within Interest expense, net in the Consolidated Statements of Operations in fiscal 2026.

Following the redemptions, $ 350 million aggregate principal amount of the Senior Notes remain outstanding.

Debt Covenants

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The Term Loan Agreement and Senior Notes do not include any financial maintenance covenants.

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

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

Changes in Accumulated other comprehensive loss by component, net of tax, for fiscal 2026, 2025 and 2024 are as follows:

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

Accumulated other comprehensive income (loss) at July 30, 2022 $ 2 $ ( 3 ) $ ( 19 ) $ — $ ( 20 )

Other comprehensive (loss) income before reclassifications — ( 20 ) ( 2 ) 23 1

Amortization of amounts included in net periodic benefit income — 2 — — 2

Amortization of cash flow hedges ( 2 ) — — ( 9 ) ( 11 )

Net current period Other comprehensive (loss) income ( 2 ) ( 18 ) ( 2 ) 14 ( 8 )

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

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

Other comprehensive income (loss) before reclassifications 5 ( 1 ) ( 1 ) 5 8

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

Amortization of cash flow hedges ( 2 ) — — ( 1 ) ( 3 )

Net current period Other comprehensive income (loss) 3 ( 2 ) ( 1 ) 4 4

Accumulated other comprehensive income (loss) at August 1, 2026 $ 3 $ ( 18 ) $ ( 24 ) $ 1 $ ( 38 )

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

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

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

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

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

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Reclassification of cash flow hedge $ ( 1 ) $ ( 9 ) $ ( 19 ) Interest expense, net

Income tax expense 3 5 3 Benefit for income taxes

Income tax expense — 3 5 Provision (benefit) for income taxes

Total reclassifications, net of tax $ ( 1 ) $ ( 6 ) $ ( 14 )

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Reclassification of cash flow hedge $ ( 3 ) $ 2 $ 2 Cost of sales

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

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

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

(1) Reclassification of amounts included in net periodic benefit income include reclassification of prior service cost and reclassification of net actuarial gain loss as reflected in Note 13—Benefit Plans.

As of August 2, 2025, the Company expects to reclassify a de minimis amount related to unrealized derivative gains 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) cost include reclassification of net actuarial gain and reclassification of prior service cost as reflected in Note 13—Benefit Plans.

As of August 1, 2026, the Company expects to reclassify $ 6 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—LEASES

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Total lease liabilities $ 1,472 $ 1,589

During fiscal 2025, the Company entered into a lease agreement for a new distribution center in Sarasota, Florida.

We recognized a $ 118 million right-of-use asset and operating lease liability for this distribution center in the Consolidated Balance Sheets upon its commencement in the first quarter of fiscal 2025.

The Company’s lease cost under ASC 842 is as follows (in millions):

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Sublease income Net sales ( 7 ) ( 7 ) ( 10 )

Other sublease income, net Restructuring, acquisition and integration related expenses (1)

Other operating lease cost, net (1)

Restructuring, acquisition and integration related expenses 20 6 —

Net operating lease cost 389 411 380

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(1) Includes $ 44 million, $ 32 million and $ 28 million of lease expense in fiscal 2026, 2025 and 2024, respectively, and $( 24 ) million, $( 26 ) million, and $( 28 ) million of lease income in fiscal 2026, 2025 and 2024, respectively, that is recorded within Restructuring, acquisition and integration related expenses for assigned leases related to previously sold locations and surplus, non-operating properties for which the Company is restructuring its obligations.

In fiscal 2026, the Company recorded $ 24 million of non-cash asset impairment charges related to decisions to close certain leased retail store locations, of which $ 20 million related to operating lease assets.

Additionally, the Company recorded $ 6 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.

The fair value utilized in the Company’s impairment analyses was determined based on the income approach, and the impairment charges are recorded within Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations.

As discussed in Note 5—Property and Equipment, Net, the Company recorded a $ 24 million non-cash asset impairment charge related to our Allentown, Pennsylvania, distribution center during the third quarter of fiscal 2025, of which $ 13 million related to operating lease assets.

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

During fiscal 2025, the Company entered into a lease agreement for a new distribution center in Sarasota, Florida.

During fiscal 2023, the Company entered into a lease agreement for a new distribution center in Manchester, Pennsylvania.

We recognized a $ 205 million right-of-use asset and operating lease liability for this distribution center in the Consolidated Balance Sheets upon its commencement in the second quarter of fiscal 2024.

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

As discussed in Note 5—Property and Equipment, Net, the Company recorded a $ 15 million non-cash impairment charge related to the decision to close certain leased and owned distribution center locations during the fourth quarter of fiscal 2024, of which $ 9 million related to operating lease assets.

Additionally, the Company recorded a $ 7 million non-cash asset impairment charge related to the decision to close certain retail store locations during the third quarter of fiscal 2024, of which $ 3 million related to operating lease assets.

The impairment charges are recorded within Loss (gain) on sale of assets and other asset charges in the Consolidated Statements of Operations.

The Company leases certain property to third parties and receives lease and subtenant rental payments under operating leases, including assigned leases for which the Company has future minimum lease payment obligations.

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Long-term lease liabilities $ 1,316 $ 10

(1) There were no operating leases for which the extension options are reasonably certain of being exercised, nor were there any excluded legally binding minimum lease payments for leases signed but not yet commenced.

(1) There were no operating leases for which the extension options are reasonably certain of being exercised.

Excludes $ 2 million of legally binding minimum lease payments for leases signed but not yet commenced.

(2) There were no finance leases for which the extension options are reasonably certain of being exercised, nor were there any excluded legally binding minimum lease payments for leases signed but not yet commenced.

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Financing cash flows from finance leases

$ 7 $ 12 $ 10

Leased assets obtained in exchange for new finance lease liabilities $ 2 $ 5 $ 8

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NOTE 12—SHARE-BASED AWARDS

As of August 2, 2025, the Company had restricted stock awards and performance share units outstanding under the 2020 Equity Incentive Plan, as amended and restated from time to time (the “2020 Equity Incentive Plan”).

The terms of each stock-based award will be determined by the Board of Directors or the Compensation Committee thereof.

As of August 1, 2026, the Company had restricted share unit (“RSU”) awards and performance-based restricted share unit (“PSU”) awards outstanding under the 2020 Equity Incentive Plan, as amended and restated from time to time (the “2020 Equity Incentive Plan”).

The terms of each stock-based award are determined by the Board of Directors or the Compensation Committee at the time of grant and in accordance with the Company’s equity grant and settlement policy.

As of August 1, 2026, the Company had 2.1 million shares authorized and available for grant under the 2020 Equity Incentive Plan.

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(in millions) 2026 2025 2024

Restricted stock awards $ 33 $ 33 $ 35

Restricted share unit awards (1)

$ 41 $ 33 $ 33

Performance-based share awards 20 10 4

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Share-based compensation expense recorded in Restructuring, acquisition and integration related expenses, net of tax $ — $ — $ 1

Vesting requirements for awards are generally at the discretion of the Company’s Board of Directors or the Compensation Committee thereof.

Time-based vesting awards for employees typically vest in three equal installments.

The Board of Directors has adopted a policy in connection with the 2020 Equity Incentive Plan that sets forth grant, vesting and settlement dates for equity awards, a one-year vesting period for awards issued to non-employee directors, and a three-year equal installment vesting period for designated employee restricted stock awards.

Performance awards have a three-year cliff vest, subject to achievement of the performance objective.

As of August 2, 2025, there was $ 82 million of total unrecognized compensation cost related to outstanding share-based compensation arrangements (including restricted stock units and performance-based restricted stock units).

(1) Includes liability-classified awards of $ 14 million and equity-classified awards of $ 27 million for fiscal 2026, and liability-classified awards of $ 6 million and equity-classified awards of $ 27 million for fiscal 2025.

Amounts recorded in fiscal 2024 are derived entirely from equity-classified awards.

Vesting requirements for awards are at the discretion of the Company’s Board of Directors or the Compensation Committee thereof.

Time-based vesting RSUs issued to employees typically vest in three equal annual installments.

Time-based vesting RSUs issued to non-employee directors have a minimum one-year vesting period.

PSUs typically have a three-year cliff vest, subject to achievement of the performance objectives.

As of August 1, 2026, there was $ 97 million of total unrecognized compensation cost related to outstanding share-based compensation arrangements (including RSUs and PSUs).

This cost is expected to be recognized over a weighted-average period of 1.9 years.

Restricted Stock Awards

The fair value of restricted stock units and performance share units are determined based on the number of units granted and the quoted price of the Company’s common stock as of the grant date.

Restricted stock units include liability-classified awards granted during fiscal 2025, that can or will be settled in cash.

The fair value of RSUs and PSUs are determined based on the number of units granted and the quoted price of the Company’s common stock as of the grant date.

RSUs include liability-classified awards granted during fiscal 2025, that can or will be settled in cash.

Liability-classified awards are remeasured at the end of each reporting period.

The Company recorded total liabilities for cash-settled share-based compensation awards of $ 6 million as of August 2, 2025, of which the entire amount was classified as current.

The Company had no liabilities for cash-settled share-based compensation awards as of August 3, 2024.

No amounts were paid related to settlement for liability-classified awards in fiscal 2025, 2024 or 2023.

The following summary presents information regarding restricted stock units and performance share units:

The Company had liabilities for cash-settled share-based compensation awards of $ 14 million as of August 1, 2026, of which the entire amount was classified as current.

The Company had liabilities for cash-settled share-based compensation awards of $ 6 million as of August 2, 2025, of which the entire amount was classified as current.

Cash paid to settle liability-classified awards was $ 10 million, $ 0 million and $ 0 million for fiscal 2026, 2025 and 2024, respectively.

The following summary presents information regarding RSUs and PSUs:

Equity-Classified Liability-Classified

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Forfeited/Canceled ( 0.8 ) 10.42 —

Outstanding at July 29, 2023 3.2 32.11 — —

Outstanding at August 3, 2024 4.6 22.66 — —

Granted 1.2 26.26 0.9 26.18

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(in millions) 2026 2025 2024

Intrinsic value of restricted stock units vested $ 37 $ 22 $ 113

Performance-Based Share Awards

During fiscal 2025, the Company granted 0.5 million equity-classified performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 0.5 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 28.22 .

These performance units are tied to 3-year cumulative fiscal 2025, 2026 and 2027 performance metrics, including adjusted earnings per share (“EPS”) and free cash flow.

An insignificant amount of performance share units granted in fiscal 2025 were forfeited during fiscal 2025.

During fiscal 2024, the Company granted 0.8 million equity-classified performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 1.0 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 16.38 .

These performance units are tied to fiscal 2024, 2025 and 2026 performance metrics, including adjusted EPS growth and adjusted return on invested capital (“ROIC”).

An insignificant amount of performance share units granted in fiscal 2024 were forfeited during fiscal 2025.

During fiscal 2023, the Company granted 0.4 million equity-classified performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 0.4 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 36.87 .

These performance units were tied to fiscal 2023, 2024 and 2025 performance metrics, including adjusted EPS growth and adjusted ROIC.

An insignificant amount of performance share units granted in fiscal 2023 were forfeited during fiscal 2025.

Stock Options

The Company did no t grant options in fiscal 2025, 2024 or 2023.

The following summary presents information regarding outstanding stock options as of August 2, 2025 and changes during the fiscal year then ended:

(in millions) Weighted

Price Weighted

Term Aggregate

Outstanding at beginning of year 0.1 $ 58.45 0.6 years

Exercised — —

Canceled ( 0.1 ) 58.45

Outstanding at end of year — — 0.0 years

Exercisable at end of year — $ — 0.0 years

The aggregate intrinsic value of options exercised was $ 0 million for each of the fiscal 2025, 2024 and 2023 years.

Intrinsic value of restricted share units vested $ 59 $ 37 $ 22

Performance-Based Share Unit Awards

During fiscal 2026, the Company granted 0.5 million equity-classified PSUs, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 0.5 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 34.86 .

These PSUs are tied to 3-year cumulative fiscal 2026, 2027 and 2028 performance metrics, including core adjusted earnings per share (“EPS”) and free cash flow.

An insignificant amount of PSUs granted in fiscal 2026 were forfeited during fiscal 2026.

During fiscal 2025, the Company granted 0.5 million equity-classified PSUs, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 0.5 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 28.22 .

These PSUs are tied to 3-year cumulative fiscal 2025, 2026 and 2027 performance metrics, including core adjusted EPS and free cash flow.

An insignificant amount of PSUs granted in fiscal 2025 were forfeited during fiscal 2026.

During fiscal 2024, the Company granted 0.8 million equity-classified PSUs, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 1.0 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $ 16.38 .

These PSUs were tied to fiscal 2024, 2025 and 2026 performance metrics, including core adjusted EPS and adjusted return on invested capital (“ROIC”).

An insignificant amount of PSUs granted in fiscal 2024 were forfeited during fiscal 2026.

Based on performance through the performance period ended August 1, 2026, 1.2 million shares underlying PSUs have been earned and will be issued in fiscal 2027.

NOTE 13—BENEFIT PLANS

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Retirement Plan.

The actuarial gain on projected pension benefit obligations in fiscal 2024 was primarily the result of an 8 basis point increase in the discount rate on the SUPERVALU INC.

The actuarial gain on projected pension benefit obligations in fiscal 2025 was primarily the result of a 28 -basis point increase in the discount rate on the SUPERVALU INC.

Retirement Plan .

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Other Changes in Plan Assets and Benefits Obligations Recognized in Other Comprehensive Income (Loss)

Net actuarial (gain) loss ( 6 ) ( 1 ) 3 — 29 ( 1 )

Net actuarial loss (gain) 3 ( 1 ) ( 6 ) ( 1 ) 3 —

Amortization of prior service cost — — — ( 2 ) — ( 3 )

Amortization of net actuarial loss — 1 — 1 — 1

Total (benefit) expense recognized in Other comprehensive income (loss) ( 6 ) ( 2 ) 3 ( 2 ) 29 ( 4 )

Total expense (benefit) recognized in Other comprehensive income (loss) 3 — ( 6 ) ( 2 ) 3 ( 2 )

Total (benefit) expense recognized in net periodic benefit (income) cost and Other comprehensive income (loss) $ ( 20 ) $ — $ ( 28 ) $ — $ ( 15 ) $ 1

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When quoted prices are not available for identical or similar bonds, the fair value is based upon an industry valuation model, which maximizes observable inputs.

Government securities - Certain government securities are valued at the closing price reported in the active market in which the security is traded.

Other government securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings.

Government securities - Certain government securities are valued using prices provided by independent pricing services or other observable market inputs, including benchmark yields and matrix pricing methodologies.

Mortgage backed securities - Valued based on yields currently available on comparable securities of issuers with similar credit ratings.

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The NAV is used as a practical expedient to estimate fair value.

Other - Consists primarily of options, futures, and money market investments priced at $1 per unit.

Other - Consists primarily of U.S.

Treasury securities valued at the closing price reported in active markets for identical securities, options, futures, and money market investments priced at $1 per unit.

The valuation methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.

Furthermore, while the Company believes our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement.

The fair value of assets held in the master trust for defined benefit pension plans as of August 2, 2025, by asset category, consisted of the following (in millions):

Level 1 Level 2 Level 3 Measured at NAV as a Practical Expedient Total

The fair value of assets held in the master trust for defined benefit pension plans as of August 1, 2026, by asset category, consisted of the following:

(in millions) Level 1 Level 2 Level 3 Measured at NAV as a Practical Expedient Total

Common stock $ 49 $ — $ — $ — $ 49

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Mortgage-backed securities — 25 — — 25

Other 94 4 — — 98

Private equity and real estate partnerships — — — 52 52

Other 86 2 — — 88

Total plan assets at fair value $ 135 $ 1,227 $ — $ 52 $ 1,414

The fair value of assets held in the master trust for defined benefit pension plans as of August 3, 2024, by asset category, consisted of the following (in millions):

Level 1 Level 2 Level 3 Measured at NAV as a Practical Expedient Total

The fair value of assets held in the master trust for defined benefit pension plans as of August 2, 2025, by asset category, consisted of the following:

(in millions) Level 1 Level 2 Level 3 Measured at NAV as a Practical Expedient Total

Common stock $ 49 $ — $ — $ — $ 49

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Mortgage-backed securities — 25 — — 25

Other 97 5 — — 102

Private equity and real estate partnerships — — — 60 60

Other 94 4 — — 98

Total plan assets at fair value $ 143 $ 1,273 $ — $ 60 $ 1,476

Contributions

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

Retirement Plan under the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) in fiscal 2025.

No cash pension contributions were required to be made to the SUPERVALU INC.

Retirement Plan under the minimum funding requirements of 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 2027.

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The American Rescue Plan Act of 2021 (“ARPA”) established the Special Financial Assistance (“SFA”) Program to permit financially troubled multiemployer plans to apply to receive a cash payment intended to keep plans solvent and able to pay benefits through 2051.

As of August 2, 2025, two plans in which the Company participates have received SFA, and one other plan in which the Company participates received SFA subsequent to the end of fiscal 2025.

As of August 1, 2026, three plans to which the Company contributes have received SFA.

Certain plans have been aggregated in the All Other Multiemployer Pension Plans line in the following table, as the contributions to each of these plans are not individually material.

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Teamsters Retirement Pension Plan (f/k/a/ Minneapolis Food Distributing Industry Pension Plan) 416047047-001 12/31 Green No $ 11 $ 11 $ 11 No

Minneapolis Retail Meat Cutters and Food Handlers Pension Fund

410905139-001 2/28 Red Implemented 10 11 13 No

Minneapolis Retail Meat Cutters and Food Handlers Pension Plan 410905139-001 2/28 Red Implemented 10 10 11 No

Minneapolis Retail Meat Cutters and Food Handlers Variable Annuity Pension Plan 832598425-001 12/31 NA NA 3 3 3 NA

Central States, Southeast & Southwest Areas Pension Plan 366044243-001 12/31 Red Implemented 3 5 5 No

UFCW Unions and Participating Employers Pension Plan 526117495-002 12/31 Red Implemented 3 3 3 No

UFCW Unions and Participating Employers Pension Fund 526117495-002 12/31 Red Implemented 2 3 3 No

Western Conference of Teamsters Pension Plan 916145047-001 12/31 Green No 15 14 12 No

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Teamsters Retirement Pension Plan (f/k/a/ Minneapolis Food Distributing Industry Pension Plan) 5/31/2030 1 5/31/2030 100.0 % ☒

Minneapolis Retail Meat Cutters and Food Handlers Pension Fund

3/4/2028 1 3/4/2028 100.0 % ☒

Minneapolis Retail Meat Cutters and Food Handlers Variable Annuity Pension Fund

3/4/2028 1 3/4/2028 100.0 % ☒

Central States, Southeast and Southwest Areas Pension Fund

6/1/2026 - 9/15/2029 4 5/31/2029 59.2 % ☐

Minneapolis Retail Meat Cutters and Food Handlers Pension Plan 3/4/2028 1 3/4/2028 100.0 % ☒

Minneapolis Retail Meat Cutters and Food Handlers Variable Annuity Pension Plan 3/4/2028 1 3/4/2028 100.0 % ☒

Central States, Southeast and Southwest Areas Pension Plan 5/31/2027 - 6/1/2030 4 5/31/2029 67.7 % ☐

UFCW Unions and Participating Employers Pension Fund 7/11/2026 (2)

Western Conference of Teamsters Pension Plan Trust

2 7/11/2026 (2)

Western Conference of Teamsters Pension Plan 9/20/2026 - 1/17/2030 18 3/20/2027 43.8 % ☐

(1) Company participating employees in the most significant collective bargaining agreement as a percent of all Company employees represented under the applicable collective bargaining agreements.

(2) These collective bargaining agreements have been extended.

As of August 1, 2026, accrued multiemployer pension plan withdrawal liabilities included in Other long-term liabilities and Accrued compensation and benefits were $ 68 million and $ 6 million, respectively, for 14 multiemployer plans.

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Collective Bargaining Agreements

As of August 2, 2025, we had approximately 25,600 employees.

Approximately 10,768 employees are covered by 57 collective bargaining agreements, including existing agreements under negotiation.

During fiscal 2025, 10 collective bargaining agreements covering approximately 3,385 employees were renegotiated, including 1 collective bargaining agreement that had expired in fiscal 2024 but was negotiated in fiscal 2025.

Additionally, 10 new collective bargaining agreements covering approximately 1,119 employees were negotiated.

During fiscal 2026, 12 collective bargaining agreements covering approximately 3,381 employees are scheduled to expire.

As of August 1, 2026, we had 23,431 full and part-time employees, 11,341 of whom were covered by 64 collective bargaining agreements, including existing agreements under negotiation.

During fiscal 2026, eight collective bargaining agreements covering 1,956 employees were renegotiated, including five collective bargaining covering 1,244 employees that have tentative agreements in place, pending ratification.

During fiscal 2026, four collective bargaining agreements covering 853 employees expired without their terms being renegotiated.

Extensions are in place, and negotiations are expected to continue with the bargaining units representing the employees subject to those agreements.

Additionally, seven new collective bargaining agreements covering 1,328 employees were negotiated.

During fiscal 2027, 24 collective bargaining agreements covering 2,424 employees are scheduled to expire.

NOTE 14—INCOME TAXES

Income Tax Benefit

For fiscal 2025, (loss) income before income taxes consists of $( 163 ) million from U.S.

operations and $ 9 million from foreign operations.

(Loss) income before income taxes for fiscal 2024 consists of $( 145 ) million from U.S.

operations and $ 8 million from foreign operations.

(Loss) income before income taxes for fiscal 2023 consists of ($ 1 ) million from U.S.

operations and $ 8 million from foreign operations.

The income tax benefit was allocated as follows:

Income Tax Expense (Benefit)

The domestic and foreign components of income (loss) before income taxes were as follows:

(in millions) 2026 2025 2024

Income tax benefit

operations $ 90 $ ( 163 ) $ ( 145 )

Foreign operations 12 9 8

Total $ 102 $ ( 154 ) $ ( 137 )

The income tax expense (benefit) was allocated as follows:

(in millions) 2026 2025 2024

Income tax expense (benefit)

$ 18 $ ( 39 ) $ ( 27 )

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Total $ 20 $ ( 37 ) $ ( 33 )

Total federal, state and foreign income tax benefit consists of the following:

(in millions) Current Deferred Total

Total income tax expense (benefit) consisted of the following:

(in millions) 2026 2025 2024

Federal $ ( 14 ) $ 11 $ 15

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Foreign 3 3 2

$ 17 $ ( 56 ) $ ( 39 )

Total current

Federal 17 ( 42 ) ( 41 )

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Foreign — — —

Total deferred

27 ( 56 ) ( 49 )

Federal $ 23 $ ( 36 ) $ ( 13 )

State and Local ( 11 ) ( 1 ) ( 12 )

Foreign 1 1 2

$ 18 $ ( 39 ) $ ( 27 )

Total income tax benefit was different than the amounts computed by applying the statutory federal income tax rate to income before income taxes because of the following:

(in millions) 2025 2024 2023

Computed “expected” tax expense $ ( 32 ) $ ( 29 ) $ 1

State and local income tax, net of Federal income tax benefit ( 10 ) ( 9 ) ( 1 )

Non-deductible expenses 3 2 3

Tax effect of share-based compensation — 5 ( 9 )

General business credits ( 4 ) ( 2 ) ( 8 )

Unrecognized tax benefits — — ( 16 )

Enhanced inventory donations ( 1 ) ( 1 ) ( 1 )

Changes in valuation allowance 7 6 4

Other, net ( 2 ) 1 4

Total income tax benefit

As a result of the adoption of ASU 2023-09, certain items in the effective tax rate reconciliation have been reclassified between categories to conform with current period presentation.

These reclassifications did not have a material impact on any individual line items or the overall effective income tax rate.

The reconciliation of the provision for income taxes at the U.S.

federal income tax rate to the Company’s income tax provision for the fiscal years 2026, 2025 and 2024 is as follows:

2026 2025 2024

(in millions, except percentages) Amount Percent Amount Percent Amount Percent

federal statutory income tax rate $ 22 21.0 % $ ( 32 ) 21.0 % $ ( 29 ) 21.0 %

State and local income tax, net of federal income tax effect (1)

10 9.9 ( 8 ) 4.9 ( 4 ) 2.9

Tax credits (2)

( 10 ) ( 9.3 ) ( 4 ) 2.5 ( 4 ) 2.5

Changes in valuation allowances — — 5 ( 3.4 ) 2 ( 1.9 )

Nontaxable or nondeductible items:

Compensation related items (3)

( 3 ) ( 2.6 ) 2 ( 1.8 ) 5 ( 3.3 )

Changes in unrecognized tax benefits ( 6 ) ( 6.3 ) — — — —

Other adjustments (4)

5 4.9 ( 2 ) 2.1 3 ( 1.5 )

Effective income tax rate $ 18 17.6 % $ ( 39 ) 25.3 % $ ( 27 ) 19.7 %

(1) For fiscal 2026, state taxes in Virginia, California, and Pennsylvania contributed to the majority (greater than 50%) of the tax effect in this category.

For fiscal 2025, state taxes in California, Maryland and Minnesota contributed to the majority (greater than 50%) of the tax effect in this category.

For fiscal 2024, state taxes in California and Minnesota contributed to the majority (greater than 50%) of the tax effect in this category.

(2) Reflects all tax credits reportable as general business credits and includes investment, research and development, and employment tax credits.

(3) This category includes the impact of share-based compensation as well as other nontaxable and nondeductible compensation items.

(4) Foreign tax effects on the effective rate are included in Other adjustments due to immateriality for all periods presented and relate to Canada.

Cash Payments (Refunds) for Income Taxes, Net

Total cash payments, net of refunds received, for income taxes consisted of the following:

(in millions) 2026 2025 2024

Federal $ — $ — $ ( 1 )

State and Local:

California 2 * ( 2 )

Illinois * 1 ( 9 )

Maryland ( 1 ) * *

Minnesota 1 ( 4 ) *

New York * 1 *

Pennsylvania * 1 ( 3 )

Virginia — * ( 1 )

Other state and local (1)

Total $ 7 $ 4 $ ( 14 )

* The amount of income taxes paid during the year does not meet the 5% disaggregation threshold.

(1) For fiscal 2026, income taxes paid to Virginia meet the 5% disaggregation threshold but are included in Other state and local taxes due to rounding.

For fiscal 2025, income taxes paid to the following jurisdictions meet the 5% disaggregation threshold but are included in Other state and local taxes due to rounding:

Florida, Missouri, New Hampshire, New Jersey, New York City, and Texas.

(2) Foreign cash taxes relate to Canada for all periods presented.

Uncertain Tax Positions

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Decreases in unrecognized tax benefits due to statute expiration ( 1 ) — ( 3 )

Decreases in unrecognized tax benefits from a prior period ( 5 ) — —

Decreases in unrecognized tax benefits due to settlements — ( 1 ) ( 2 )

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The Company is currently under examination in several taxing jurisdictions and remains subject to examination until the statute of limitations expires for the respective taxing jurisdiction or an agreement is reached between the taxing jurisdiction and the Company.

As of August 2, 2025, the Company is no longer subject to comprehensive federal income tax examinations for fiscal years before 2016 and in most states is no longer subject to state income tax examinations for fiscal years before 2016 for Supervalu and the Company.

Due to the implementation of the CARES Act, net operating losses were carried back into fiscal years 2014 and 2015, which extends the federal statute of limitations on those years up to the amount of the carryback claim.

Based on the possibility of the closing of pending audits and appeals, or expiration of the statute of limitations, the Company anticipates that the amount of unrecognized tax benefits will decrease by approximately $ 5 million during the next 12 months.

As of August 1, 2026, the Company is no longer subject to comprehensive federal income tax examinations for fiscal years before 2021 and in most states is no longer subject to state income tax examinations for fiscal years before 2021.

Deferred Tax Assets and Liabilities

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Lease right of use assets 353 388

Interest rate swap agreements 2 —

Total deferred tax liabilities 496 539

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Accordingly, the Company has established valuation allowances against that portion of its charitable contribution carryovers, state net operating losses and foreign tax credits that, in the Company’s judgment, are not likely to be realized within the applicable recovery periods.

At August 2, 2025, the Company had net operating loss carryforwards of approximately $ 0.2 million for federal income tax purposes that are subject to an annual limitation of approximately $ 0.1 million under Internal Revenue Code Section 382.

These Section 382-limited carryforwards expire at various times through fiscal year 2027.

As of August 2, 2025, the Company anticipates sufficient future taxable income over the periods in which the net operating losses can be utilized.

The Company also has the availability of future reversals of taxable temporary differences that are expected to generate taxable income in the future.

Therefore, the ultimate realization of net operating losses for federal purposes appears more likely than not at August 2, 2025 and correspondingly no valuation allowance has been established.

At August 1, 2026, the Company had gross disallowed charitable contribution carryforwards of approximately $ 97 million that are available for carryforward over five years.

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Such credits are offset by a valuation allowance.

One Big Beautiful Bill Act

The One, Big, Beautiful Bill Act (“OBBBA”), was signed into law on July 4, 2025.

ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted.

The OBBBA includes numerous provisions that affect corporate taxation, including the immediate expensing of domestic research and development costs and modifying the interest expense limitation.

The Company has analyzed the impacts of the OBBBA and reflected them in the current period.

The impact of these changes required the Company to re-evaluate its deferred taxes and subsequently record an increase in the valuation allowance of $ 7 million in the quarter related to future anticipated expirations of charitable carryovers.

The provisions in the legislation are generally effective for the Company beginning in fiscal 2026 and is ultimately expected to decrease its fiscal 2026 cash tax payments, due to the increase in the interest expense limitation to tax EBITDA and the current expensing of domestic research costs.

Effective Tax Rate

The Company’s effective tax rate was a benefit rate of 25.3 % on pre-tax loss for fiscal 2025 as compared to benefit rate of 19.7 % on pre-tax loss for fiscal 2024 and a benefit rate of 328.6 % on pre-tax income for fiscal 2023.

For fiscal 2023, the effective tax rate was impacted by solar credits, including the tax credit impact of a fiscal 2023 investment in an equity method partnership and solar credits associated with a solar array installation at the Company’s Howell Township, New Jersey facility.

The effective tax rate was also impacted by the recognition of previously unrecognized tax benefits and excess tax deductions attributable to share-based compensation.

The combined impact of these fiscal 2023 tax benefits exceeded pre-tax income, generating an overall tax benefit rate for fiscal 2023.

For fiscal 2024, the effective tax rate was impacted by non-deductible share-based compensation and the establishment of valuation allowances against deferred tax assets with limited lives.

For fiscal 2025, the effective tax rate was impacted by the establishment of valuation allowances against deferred tax assets with limited lives resulting from the OBBBA, partially offset by the tax credit impact of a fiscal 2025 investment in an equity method partnership.

NOTE 15—(LOSS) EARNINGS PER SHARE

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

NOTE 15—EARNINGS (LOSS) PER SHARE

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

(in millions, except per share data) 2026 2025 2024

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Diluted weighted average shares outstanding 62.8 60.2 59.3

Basic (loss) earnings per share (1)

Basic earnings (loss) per share (1)

$ 1.39 $ ( 1.95 ) $ ( 1.89 )

Diluted (loss) earnings per share (1)

Diluted earnings (loss) per share (1)

$ 1.34 $ ( 1.95 ) $ ( 1.89 )

Anti-dilutive share-based awards excluded from the calculation of diluted (loss) earnings per share 3.1 2.1 0.8

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

Anti-dilutive share-based awards excluded from the calculation of diluted earnings (loss) per share — 3.1 2.1

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

NOTE 16—BUSINESS SEGMENTS

The Company regularly monitors for events or circumstances that would indicate a change in reportable segments.

Effective for the fourth quarter of fiscal 2025, the Company restructured its internal financial reporting and management processes to align with its new product-centered divisional structure, which required the Company to reevaluate its operating segments.

Based on the changes to the commercial wholesale organizational structure and how the Company’s CODM assesses performance and makes decisions about the allocation of resources to each operating segment, operations previously reported in Wholesale are now included in the Natural and Conventional segments, and certain operations previously reported in Other are now included in the Natural segment.

The Company now has three reportable segments:

The Company has three reportable segments:

Natural, Conventional and Retail.

Prior periods have been recast to conform to the Company’s new reportable operating segments.

Reportable segments are reviewed on an annual basis, or more frequently if events or circumstances indicate a change in reportable segments has occurred.

The Natural reportable segment is engaged in the wholesale distribution of natural, organic and specialty grocery and non-food products and services and includes the Company’s portfolio of natural owned brands and natural and organic snack food manufacturing business.

The Conventional reportable segment is engaged in the wholesale distribution of conventional grocery and non-food products and services and includes the Company’s portfolio of conventional owned brands.

The Natural reportable segment is engaged in the wholesale distribution of natural, organic and specialty food and non-food products and services and includes the Company’s portfolio of natural owned brands and natural and organic snack food manufacturing business.

The Conventional reportable segment is engaged in the wholesale distribution of conventional food and non-food products and services and includes the Company’s portfolio of conventional owned brands.

The Retail reportable segment derives revenues from the sale of groceries and other products at the Company’s grocery and liquor stores operating under the Cub® Foods and Shoppers® banners.

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Intersegment transactions are generally recorded at amounts that approximate market value.

The Company’s CODM is the Chief Executive Officer.

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer.

The Company’s CODM uses segment Adjusted EBITDA as the measure of segment profitability to assess the performance and core business trends of each segment through regular review of financial information, and when making decisions about the allocation of resources to each segment.

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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.

During the fourth quarter of fiscal year 2025, the Company updated allocation methodologies for its measure of segment Adjusted EBITDA to exclude 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 and are included in Corporate and Other.

The prior period segment financial results have been recast to conform to the current allocation methodology.

This change did not impact the Company’s previously reported consolidated results.

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) income before income taxes.

Unallocated corporate overhead includes a portion of centrally-managed corporate functions, which include, but are not limited to, certain enterprise-wide information technology, finance and accounting, corporate legal operations, corporate affairs, human resources, investor relations, treasury, 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) income before income taxes:

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

The significant expense categories and amounts presented below align with the segment-level information that is regularly provided to the CODM, and exclude the same items that are excluded from Segment Adjusted EBITDA.

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

(in millions) Natural Conventional Retail Total

Net sales (revenues from external customers) $ 17,088 $ 11,907 $ 2,157 $ 31,152

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Distribution expenses

1,263 1,003 — —

408 353 590 70

Adjusted EBITDA 442 174 6 ( 70 ) $ 552

Segment Adjusted EBITDA 527 270 ( 25 ) $ 772

Elimination of intersegment profit

Unallocated corporate overhead ( 73 )

Net income attributable to noncontrolling interests —

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Interest expense, net ( 126 )

Other income, net 3

Other expense, net ( 6 )

Depreciation and amortization ( 303 )

Share-based compensation ( 61 )

LIFO benefit 2

LIFO charge ( 19 )

Restructuring, acquisition, and integration related expenses ( 52 )

Loss on sale of assets and other asset charges ( 42 )

Loss (gain) on sale of assets and other asset charges ( 27 )

Multi-employer pension plan withdrawal charges ( 3 )

Other retail expense ( 1 )

Business transformation costs ( 34 )

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Other adjustments ( 11 )

Loss before income taxes

Other Segment Disclosures:

Depreciation and amortization $ 103 $ 178 $ 36 $ 4 $ 321

Payments for capital expenditures $ 164 $ 43 $ 20 $ 4 $ 231

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

Income before income taxes

(1) Other segment items for each reportable segment include:

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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

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

(in millions) Natural Conventional Retail Total

Net sales (revenues from external customers) $ 15,964 $ 13,478 $ 2,342 $ 31,784

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1,263 1,003 —

429 350 613 59

Adjusted EBITDA 350 219 8 ( 59 ) $ 518

Segment Adjusted EBITDA 442 174 6 $ 622

Elimination of intersegment loss

Unallocated corporate overhead ( 68 )

Net income attributable to noncontrolling interests 3

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Share-based compensation ( 43 )

LIFO charge ( 7 )

LIFO benefit 2

Restructuring, acquisition, and integration related expenses ( 94 )

Loss on sale of assets and other asset charges ( 57 )

Loss (gain) on sale of assets and other asset charges ( 42 )

Business transformation costs ( 47 )

Cybersecurity incident ( 26 )

Other adjustments ( 15 )

Loss before income taxes

Other Segment Disclosures:

Depreciation and amortization $ 101 $ 172 $ 35 $ 11 $ 319

Payments for capital expenditures $ 171 $ 140 $ 24 $ 10 $ 345

(1) Effective for the fourth quarter of fiscal 2025, the Company updated its segment reporting structure as described above.

Prior periods have been recast to conform to the Company’s new reportable operating segments and current allocation methodology.

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 chief operating decision maker.

(1) Other segment items for each reportable segment include:

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

(in millions) Natural Conventional Retail Total

Net sales (revenues from external customers) $ 14,869 $ 13,675 $ 2,436 $ 30,980

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1,230 1,009 —

404 317 593 61

Adjusted EBITDA 328 301 72 ( 61 ) $ 640

Segment Adjusted EBITDA 350 219 8 $ 577

Elimination of intersegment profit

Unallocated corporate overhead ( 64 )

Net income attributable to noncontrolling interests 2

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Restructuring, acquisition, and integration related expenses ( 36 )

Loss on sale of assets and other asset charges ( 30 )

Multi-employer pension plan withdrawal (charges) benefit ( 1 )

Other retail expense ( 1 )

Loss (gain) on sale of assets and other asset charges ( 57 )

Business transformation costs ( 52 )

Income before income taxes

Other Segment Disclosures:

Depreciation and amortization $ 96 $ 168 $ 36 $ 4 $ 304

Payments for capital expenditures $ 110 $ 177 $ 34 $ 2 $ 323

(1) Effective for the fourth quarter of fiscal 2025, the Company updated its segment reporting structure as described above.

Prior periods have been recast to conform to the Company’s new reportable operating segments and current allocation methodology.

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 chief operating decision maker.

Other adjustments ( 4 )

Loss before income taxes

(1) Other segment items for each reportable segment include:

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

Fiscal Year Ended

(in millions) August 1, 2026

August 2, 2025

August 3, 2024

Depreciation and amortization:

Natural $ 105 $ 103 $ 101

Conventional 163 178 172

Retail 32 36 35

Total segments 300 317 308

Unallocated corporate 3 4 11

Consolidated total $ 303 $ 321 $ 319

Payments for capital expenditures:

Natural $ 103 $ 164 $ 171

Conventional 74 43 140

Retail 33 20 24

Total segments 210 227 335

Unallocated corporate 7 4 10

Consolidated total $ 217 $ 231 $ 345

NOTE 17—COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

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

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

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

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At an April 24, 2024 status conference, the MDL Court directed that the plaintiffs and non-litigating defendants, which includes the Company, determine whether the cases will be dismissed, litigated or mediated.

On June 3, 2025, the Company began the process of mediation.

The Company believes these claims are without merit and intends to vigorously defend this matter.

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

The Company has executed the settlement agreements, and all amounts owed related to the settlement have been paid as of August 1, 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 February 1, 2022, the state court denied the motion to dismiss.

On November 27, 2023, the court held a scheduling conference and thereafter entered a scheduling order setting various discovery and expert deadlines.

The trial date is set for May 18, 2026.

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

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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 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.

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

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 have briefed the appeal and oral argument is set for November 10, 2026.

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

A mediation has been scheduled for November 17, 2025.

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 Consolidated Balance Sheets.

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

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and antitrust.

Additionally, costs could result from claims from customers or suppliers related to the Cybersecurity Incident.

Additionally, costs could result from claims from customers or suppliers related to the June 2025 cybersecurity incident.

Other than as described above, there are no pending material legal proceedings to which the Company is a party or to which its property is subject.

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

As of August 2, 2025, no material accrued obligations, individually or in the aggregate, have been recorded for these legal proceedings.

As of August 1, 2026, amounts accrued for these legal proceedings and other loss contingencies 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.

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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-K

Item 8. Financial Statements and Supplementary Data