1 unchanged sentence
Evaluation of Disclosure Controls and Procedures .
−Removed: We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report (the “Evaluation Date”).
−Removed: Based on this evaluation, our Chief Executive Officer and President and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective.
+Added: We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report (the “Evaluation Date”).
+Added: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control Over Financial Reporting.
6 unchanged sentences
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Our management, including our Chief Executive Officer and President and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of August 2, 2025.
+Added: Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of August 1, 2026.
In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control-Integrated Framework (2013 framework).
5 unchanged sentences
OTHER INFORMATION
−Removed: On September 25, 2025, the Compensation Committee adopted the United Natural Foods, Inc.
−Removed: Executive Severance Plan (the “Severance Plan”), which will provide severance payments and benefits to eligible employees of the Company (“Eligible Associates”) in connection with certain terminations of employment.
−Removed: The Severance Plan will become effective on October 24, 2025 (the “Effective Date”).
−Removed: Eligible Associates include each of the Named Executive Officers, as well as executive officers and certain other officers of the Company who had preexisting severance agreements in place.
−Removed: For executive officers and officers who are party to an existing severance agreement with the Company that expires after the Effective Date, such executive officer will become an Eligible Associate on the day immediately following the expiration date of the current severance agreement.
−Removed: Under the Severance Plan, if the Company terminates an Eligible Associate’s employment without Cause (as defined in the Severance Plan) or such Eligible Associate resigns for Good Reason (as defined in the Severance Plan), in either case, other than in connection with or during the two-year period following a Change in Control, and subject to the effectiveness of a release in favor of the Company, (i) the Eligible Associate (other than the CEO) will continue to receive his or her base salary for one year, a lump sum cash payment equal to one time the Eligible Associate’s target bonus amount, a prorated portion of incentive compensation earned based on the number of days of service in the year and a lump sum cash payment of $35,000 for medical benefits and (ii) the CEO will continue to receive his or her base salary for two years, a lump sum cash payment equal to two times the CEO’s target bonus amount, a prorated portion of incentive compensation earned based on the number of days of service in the year and a lump sum cash payment of $70,000 for medical benefits.
−Removed: The description above is a summary of the Severance Plan and is subject to and qualified in its entirety by the terms of the Severance Plan, a copy of which is filed herewith as Exhibit 10.39 and incorporated herein by reference.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
31 unchanged sentences
4.2 Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2023).
−Removed: 10.1+ Amended and Restated Agreement for the Distribution of Products, dated May 21, 2024, between Whole Foods Market Services, Inc.
−Removed: and the Registrant (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 27, 2024).
−Removed: 10.2 Loan Agreement, dated June 3, 2022, by and among the Registrant, UNFI Canada, Inc., the financial institutions that are parties thereto as lenders, Wells Fargo Bank, National Association and the other parties thereto (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2022).
−Removed: 10.3 Amendment No.
−Removed: 1 to Loan Agreement, dated May 1, 2024, by and among the Registrant, UNFI Canada, Inc., the financial institutions that are parties thereto as lenders, Wells Fargo Bank, National Association and the other parties thereto (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 27, 2024).
10.1 Term Loan Agreement, dated October 22, 2018, by and among United Natural Foods, Inc., SUPERVALU INC., Goldman Sachs Bank USA, as administrative agent for the lenders, and the lenders party thereto (incorporated by reference to Registrant’s Current Report on Form 8-K filed on October 25, 2018).
7 unchanged sentences
4 to Term Loan Agreement, dated May 1, 2024, by and among the Registrant, UNFI Wholesale, Inc., UNFI Distribution Company, LLC and SUPERVALU INC., Credit Suisse AG, Cayman Islands Branch and other lender parties thereto (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 27, 2024).
−Removed: 10.9** Form of Second Amended and Restated Change in Control Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 8, 2018).
−Removed: 10.10** Amended and Restated Indemnification Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 8, 2018).
+Added: 10.6* Amendment No.
+Added: 5 to Term Loan Agreement, dated June 18, 2026, by and among the Registrant, UNFI Wholesale, Inc., UNFI Distribution Company, LLC and SUPERVALU INC.
+Added: , JPMorgan Chase Bank, N.A., and the other lender parties thereto .
10.7 Indenture, dated October 22, 2020, among the Registrant, its subsidiary guarantors named therein and U.S.
Bank National Association, as trustee (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 26, 2020).
+Added: 10.8 Amended and Restated Loan Agreement, dated April 1, 2026, by and among the Registrant, SUPERVALU INC., UNFI Distribution Company, LLC, UNFI Wholesale, Inc., and UNFI Canada, Inc., as borrowers, the financial institutions that are parties thereto as lenders, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 2, 2026).
+Added: 10.9+ Amended and Restated Agreement for the Distribution of Products, dated May 21, 2024, between Whole Foods Market Services, Inc.
+Added: and the Registrant (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 27, 2024).
10.10** Amended and Restated CEO Severance Agreement, dated June 3, 2024, between the Registrant and J.
4 unchanged sentences
Alexander Miller Douglas (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 31, 2021).
−Removed: 10.15** Form of RSU Award Agreement (CEO) pursuant to the Registrant’s Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2021).
−Removed: 10.16** Form of PSU Award Agreement (CEO) pursuant to the Registrant’s Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2021).
−Removed: 10.17** Amended and Restated 2020 Equity Incentive Plan, as amended on June 3, 2021 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2021).
−Removed: 10.18** Form of RSU Award Agreement pursuant to the Registrant’s Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2021).
−Removed: 10.19** Form of PSU Award Agreement pursuant to the Registrant’s Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2021).
+Added: 10.13** Form of Second Amended and Restated Change in Control Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 8, 2018).
10.14** Form of Amended and Restated Severance Agreement, effective as of October 23, 2022 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 30, 2022).
+Added: 10.15** Form of Indemnification Agreement (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2023).
+Added: 10.16** Form of Indemnification Agreement (for agreements entered into after February 29, 2024) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 27, 2024).
+Added: 10.17** United Natural Foods, Inc.
+Added: Executive Severance Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended August 2, 2025).
+Added: 10.18** Amended and Restated 2020 Equity Incentive Plan, as amended on June 3, 2021 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2021).
10.19** Second Amended and Restated United Natural Foods, Inc.
2020 Equity Incentive Plan, effective as of March 3, 2023 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2023).
−Removed: 10.22** Form of RSU Award Agreement pursuant to Registrant’s Second Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2023).
−Removed: 10.23** Form of PSU Award Agreement pursuant to the Registrant’s Second Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2023).
+Added: 10.20** Third Amended and Restated United Natural Foods, Inc.
+Added: 2020 Equity Plan Incentive (Filed as Annex A to the Registrant’s Proxy Statement on FORM DEF14A filed on November 8, 2023).
+Added: 10.21** Fourth Amended and Restated United Natural Foods, Inc.
+Added: 2020 Equity Incentive Plan (filed as Annex A to the Registrant’s Proxy Statement on Form DEF 14A filed on November 6, 2024).
+Added: 10.22** Fifth Amended and Restated United Natural Foods, Inc.
+Added: 2020 Equity Incentive Plan (filed as Annex A to the Registrant’s Proxy Statement on Form DEF 14A filed on November 5, 2025).
10.23** Form of RSU Award Agreement (CEO) (for grants made after September 21, 2023) pursuant to the Registrant’s Second Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2023).
3 unchanged sentences
10.27** Form of RSU Award Agreement (Director) (for grants made after September 21, 2023) pursuant to the Registrant’s Second Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2023).
−Removed: 10.29** Form of Indemnification Agreement (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2023).
−Removed: 10.30** Third Amended and Restated United Natural Foods, Inc.
−Removed: 2020 Equity Plan Incentive (Filed as Annex A to the Registrant’s Proxy Statement on FORM DEF14A filed on November 8, 2023).
−Removed: 10.31** Form of Indemnification Agreement (for agreements entered into after February 29, 2024) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 27, 2024).
−Removed: 10.32** United Natural Foods, Inc.
−Removed: Annual Incentive Plan, as further amended, effective as of September 26, 2024 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 3, 2024).
10.28** Form of PSU Award Agreement (CEO, Retail) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 3, 2024).
−Removed: 10.34** Fourth Amended and Restated United Natural Foods, Inc.
−Removed: 2020 Equity Incentive Plan (filed as Annex A to the Registrant’s Proxy Statement on Form DEF 14A filed on November 6, 2024).
10.29** Form of RSU Award Agreement (for grants made on or after December 19, 2024), pursuant to the Registrant’s Fourth Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 1, 2025).
3 unchanged sentences
10.33** United Natural Foods, Inc.
−Removed: Executive Severance Plan.
+Added: Annual Incentive Plan, as further amended, effective as of September 26, 2024 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 3, 2024).
+Added: 10.34** Offer Letter, dated July 7, 2026, between the Company and Alfredo Luchini (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 9, 2026).
+Added: 10.35** Offer Letter, dated July 7, 2026, between the Company and Matteo Tarditi (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 9, 2026).
19* UNFI Amended and Restated Policy Regarding Trading in Company Securities.
9 unchanged sentences
101* The following materials from the United Natural Foods, Inc.’s Annual Report on Form 10-K for the fiscal year ended August 1, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language):
−Removed: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive (Loss) Income, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
+Added: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
104 The cover page from the Registrant’s Annual Report on Form 10-K for the year ended August 1, 2026, formatted in Inline XBRL (included in Exhibit 101).
5 unchanged sentences
UNITED NATURAL FOODS, INC.
−Removed: /s/ GIORGIO MATTEO TARDITI
−Removed: Giorgio Matteo Tarditi
−Removed: President and Chief Financial Officer
+Added: /s/ ALFREDO LUCHINI
+Added: Alfredo Luchini
+Added: Chief Financial Officer
(Principal Financial Officer)
4 unchanged sentences
Alexander Miller Douglas
−Removed: /s/ GIORGIO MATTEO TARDITI President and Chief Financial Officer (Principal Financial Officer) September 30, 2025
−Removed: Giorgio Matteo Tarditi
−Removed: ERIC ESPER Chief Accounting Officer (Principal Accounting Officer) September 30, 2025
+Added: /s/ ALFREDO LUCHINI Chief Financial Officer (Principal Financial Officer) September 11, 2026
+Added: Alfredo Luchini
+Added: DINH Chief Accounting Officer (Principal Accounting Officer) September 11, 2026
STAHL Chairman September 11, 2026
12 unchanged sentences
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.