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What changed in UNITED NATURAL FOODS INC's 10-K — 2025 vs 2026

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Paragraph-level year-over-year comparison of UNITED NATURAL FOODS INC's 2025 and 2026 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2026 report.

+416 added−363 removedSource: 10-K (2025-10-01) vs 10-K (2024-10-01)

Top changes in UNITED NATURAL FOODS INC's 2026 10-K

416 paragraphs added · 363 removed · 301 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

85 edited+30 added−19 removed25 unchanged
Biggest changeWe also continue to invest in our safety brand and pledge, Every Moment Matters, which is designed to foster a culture of caring and doing the right thing. 8 Table of Contents This past year, we focused on reducing lost time injuries (“LTI”), improving our root cause analysis process, implementing a comprehensive safety management software solution, completing internal and external audits and closing findings identified therein, creating more comprehensive reporting on key performance indicators and continuing to build upon our safety culture.
Biggest changeThis past year, we focused on continuing to make meaningful reductions in both Occupational Safety and Health Administration (“OSHA”) recordable incidents and lost time injuries (“LTI”), such as through Lean daily management, which has been implemented in 28 of our distributions centers and is strengthening our performance across safety, quality, delivery and cost metrics; improving our root cause analysis process; enhancing our safety management software solution; completing internal and external audits and closing findings identified therein; creating more comprehensive reporting on key performance indicators, including adding a new injury severity metric, and continuing to build upon our safety culture.
Our strategy is centered on adding value to our customers and suppliers through our expansive assortment of products, services, programs, and insights that help them grow and compete.
Our strategy is centered on adding value to our customers and suppliers through our expansive assortment of products, programs, insights and services that help them grow and compete.
In the United States, our facilities generally are inspected at least once annually by state or federal authorities. For certain product lines, we are also subject to the Federal Meat Inspection Act, the Poultry Products Inspection Act, the Perishable Agricultural Commodities Act, the Packers and Stockyard Act and regulations promulgated by the USDA to interpret and implement these statutory provisions.
In the United States, our facilities generally are inspected at least annually by state or federal authorities. For certain product lines, we are also subject to the Federal Meat Inspection Act, the Poultry Products Inspection Act, the Perishable Agricultural Commodities Act, the Packers and Stockyard Act and regulations promulgated by the USDA to interpret and implement these statutory provisions.
Designed to enhance the leadership capabilities of our people, we design and deliver optional programs to leaders across all departments to come together to learn and practice their management skills as well as identify opportunities to lead more effectively.
Designed to enhance the leadership capabilities of our people, we design and deliver optional programs to leaders across all departments that come together to learn and practice their management skills as well as identify opportunities to lead more effectively.
We offer Wholesale customers a wide variety of food and non-food products, and our own lines of private label products. We also offer a broad array of professional services. As a logistics provider, efficiency is an important customer service measure.
We offer wholesale customers a wide variety of food and non-food products, and our own lines of private label products. We also offer a broad array of digital and professional services. As a logistics provider, efficiency is an important customer service measure.
The contents of our website are not incorporated by reference into or considered to be part of this Annual Report, and our internet address is included in this document as an inactive textual reference only.
The contents of our website are not incorporated by reference into or considered to be part of this Annual Report, and our website address is included in this document as an inactive textual reference only.
A typical retail store carries approximately 17,000 to 21,000 core SKUs and ranges in size from approximately 50,000 to 70,000 square feet. We believe our retail banners have strong local and regional brand recognition in the markets in which they operate. Our Retail operations are principally supplied by six of our Wholesale distribution centers.
A typical retail store carries approximately 17,000 to 21,000 core SKUs and ranges in size from approximately 50,000 to 70,000 square feet. We believe our retail banners have strong local and regional brand recognition in the markets in which they operate. Our Retail operations are principally supplied by six of our Conventional distribution centers.
Our Product Offerings Our extensive selection of products includes natural, organic, specialty, produce and conventional grocery, and non-food products. We offer nationally recognized brand name and private label products, including grocery (both perishable and nonperishable), general merchandise, home, health and beauty care, and pharmacy, which are sold through our Wholesale segment to wholesale customers and our Retail stores.
Our Product Offerings Our extensive selection of products includes natural, organic, specialty, produce and conventional grocery and non-food products. We offer nationally recognized brand name and private label products, including grocery (both perishable and nonperishable), general merchandise, home, health and beauty care and pharmacy, which are sold through our Natural and Conventional segments to wholesale customers and our Retail stores.
Through this virtual marketplace, suppliers gain immediate access to UNFI’s digital infrastructure to promote and sell their products to UNFI’s broad customer base while UNFI customers gain access to an even broader assortment of unique and local items with flexible order sizes and the convenience of ordering from multiple sources online in one place.
Through this virtual marketplace, suppliers gain expedited access to UNFI’s digital infrastructure to promote and sell their products to UNFI’s broad customer base while UNFI customers gain access to an even broader assortment of unique and local items with flexible order sizes and the convenience of ordering from multiple sources online in one place.
We offer approximately 250,000 products consisting of national, regional and private label brands grouped into the following main product categories: grocery and general merchandise; perishables; frozen foods; wellness and personal care items; and bulk and foodservice products.
We offer approximately 230,000 products consisting of national, regional and private label brands grouped into the following main product categories: grocery and general merchandise; perishables; frozen foods; wellness and personal care items; and bulk and foodservice products.
Each region is responsible for placing its own orders and can select the products that it believes will most appeal to its customers, although each region is able to participate in our company-wide purchasing programs.
Each division is responsible for placing its own orders and can select the products that it believes will most appeal to its customers, although each division is able to participate in our company-wide purchasing programs.
As part of our commitment to recognize our associates’ “whole self” – health, finances and overall wellbeing – we offer a comprehensive health and welfare benefit program to eligible associates providing a variety of medical, dental and vision options plus additional voluntary benefits like long-term disability and optional life insurance.
As part of our commitment to recognize our associates’ “whole self” – health, finances and overall well-being – we offer a comprehensive health and welfare benefit program to eligible associates providing a variety of medical, dental and vision options plus additional voluntary benefits like long-term disability and optional life insurance.
We offer the following main product categories: grocery and general merchandise; perishables; frozen foods; wellness and personal care items; and bulk and foodservice products. Our owned brands portfolio is a collection of brands that offer high quality solutions for private label to our customers.
We offer the following main product categories: grocery and general merchandise; perishables; frozen foods; wellness and personal care items; and bulk and foodservice products. 4 Table of Contents Our owned brands portfolio is a collection of brands that offer high quality solutions for private label to our customers.
Our Suppliers We purchase our products from nearly 11,000 suppliers. The majority of our suppliers are based in the United States and Canada, but we also source products from suppliers throughout the world.
Our Suppliers We purchase our products from nearly 10,000 suppliers. The majority of our suppliers are based in the United States and Canada, but we also source products from suppliers throughout the world.
We believe we are North America’s premier grocery wholesaler with 55 distribution centers and warehouses representing approximately 31 million square feet of warehouse space. We are a coast-to-coast distributor with customers in all 50 states as well as all ten provinces in Canada, making us a desirable partner for retailers and consumer product manufacturers.
We believe we are North America’s premier grocery wholesaler with 52 distribution centers and warehouses representing approximately 30 million square feet of warehouse space. We are a coast-to-coast distributor with customers in all 50 states as well as all ten provinces in Canada, making us a desirable partner for retailers and consumer product manufacturers.
We also offer our customers: • trends reports in the natural and organic industry: • product data information such as best seller lists, store usage reports and catalogs; • in-store signage and promotional materials, and assistance with product display planning and set up; • shelf tags for products; and • a robust retailer portal with product information, search and ordering capabilities, reports and publications.
We also offer our customers: • trends reports in the natural and organic industry; • product data information such as best seller lists, store usage reports and catalogs; • in-store signage, promotional materials and assistance with product display planning and set up; and • a robust retailer portal with product information, search and ordering capabilities, reports and publications.
The FDA Food Safety Modernization Act in the United States and the Safe Foods for Canadians Act in Canada have expanded food safety requirements across the food supply chain and, among other things, impose additional regulations focused on prevention of food contamination, more frequent inspection of high-risk facilities, increased record-keeping, and improved tracing of food.
The FDA Food Safety Modernization Act in the United States (administered by the FDA) and the Safe Foods for Canadians Act in Canada (administered by the Canadian Food Inspection Agency (“CFIA”)) have expanded food safety requirements across the food supply chain and, among other things, impose additional regulations focused on prevention of food contamination, more frequent inspection of high-risk facilities, increased record-keeping, and improved tracing of food.
We believe we are uniquely positioned to provide the broadest array of products and services to customers throughout North America. Our diversified customer base includes over 30,000 customer locations ranging from some of the largest grocers in the country to smaller independents as well.
We believe we are uniquely positioned to provide the broadest array of products, programs and services to customers throughout North America. Our diversified customer base includes over 30,000 customer locations ranging from some of the largest grocers in the country to smaller retailers.
To maintain our market position and improve our operating efficiencies, we seek to continually: • expand our marketing and customer service programs across regions; • expand our national purchasing opportunities; • offer a broader product and value add service selection than our competitors; • offer operational excellence with high service levels and a higher percentage of on-time deliveries and fill rates than our competitors; • centralize and streamline general and administrative functions to reduce expenses; • consolidate systems applications among physical locations and regions; and • invest in our people, facilities, equipment and technology. 3 Table of Contents Procurement We maintain contracts with suppliers to procure their products.
To maintain our market position and improve our operating efficiencies, we seek to continually: • expand our marketing and customer service programs across regions; • expand our national purchasing opportunities; • offer a broader product and value add service selection than our competitors; • offer operational excellence with high service levels and a higher percentage of on-time deliveries and fill rates than our competitors; • centralize and streamline general and administrative functions to reduce expenses; • consolidate systems applications among physical locations and regions; and • invest in our people, facilities, equipment and technology.
These investments are intended to unlock our supply chain capabilities, improve customer experience and enable growth. We continue to leverage a management information system that enables us to lower inbound transportation costs by making optimum use of our own fleet of trucks and/or by consolidating deliveries to achieve full truckloads.
These investments are intended to unlock our supply chain capabilities, improve customer experience and enable growth. We continue to leverage effective transportation management systems that enable us to lower inbound transportation costs by making optimum use of our own fleet of trucks and/or by consolidating deliveries to achieve full truckloads.
The network includes facilities that carry slow turn or fast turn groceries, perishables, general merchandise and home, health and beauty care products. For financial reporting purposes, sales from our distribution centers to our own Retail stores are eliminated from of our Wholesale segment within Eliminations.
The network includes facilities that carry slow turn or fast turn groceries, perishables, general merchandise and home, health and beauty care products. For financial reporting purposes, intersegment sales from our distribution centers to our own Retail stores are eliminated from our Conventional segment.
We have been the focus of union-organizing efforts, and we believe it is likely that similar efforts will continue in the future. 7 Table of Contents Developing Talent Attracting and retaining talent is one of our top priorities. Our goal is to differentiate ourselves in the market by offering flexibility to associates in the way, when and how they work.
We have been the focus of union-organizing efforts, and we believe it is likely that similar efforts will continue in the future. Developing Talent Attracting and retaining talent is one of our top priorities. Our goal is to differentiate ourselves in the market by offering flexibility to associates for how they work and develop.
Retail Our Retail segment includes 76 Cub Foods and Shoppers retail grocery stores. Our retail stores provide an extensive grocery offering and, depending on size, a variety of additional products, including general merchandise, home, health and beauty care, and pharmacy. We offer national and local brands, as well as our own private label products.
Retail As of August 2, 2025, our Retail segment included 75 Cub Foods and Shoppers retail grocery stores. Our retail stores provide an extensive grocery offering and, depending on size, a variety of additional products, including general merchandise, home, health and beauty care, and pharmacy. We offer national and local brands, as well as our own private label products.
We are also subject to the National Labor Relations Act, which provides employees the right to organize and bargain collectively with their employer and to engage in other protected concerted activity, and the Fair Labor Standards Act, which establishes minimum wages and overtime standards, among other requirements.
We are also subject to the National Labor Relations Act, which provides employees the right to organize and bargain collectively with their employer and to engage in other protected concerted activity, the Fair Labor Standards Act and other employment-related state and local regulations, which establish minimum wages and overtime standards, among other requirements.
We believe our total product assortment and service offerings are unmatched by our wholesale competitors. We plan to continue to pursue new business opportunities with independent retailers that operate diverse formats, regional and national chains, as well as international customers with wide-ranging needs.
We believe our total product assortment and service offerings are unmatched by our wholesale competitors. We plan to continue to pursue new business opportunities with independent retailers that operate diverse formats, regional and national chains, as well as international customers with wide-ranging needs. Our business is classified into three reportable segments: Natural, Conventional and Retail.
The majority of our trucks are leased and are maintained by third-party national leasing companies, which in some cases maintain facilities on our premises for the maintenance and service of these vehicles.
The majority of our trucks are leased and are maintained by third-party national leasing companies, which in some cases maintain facilities on our premises for the maintenance and service of these vehicles. We also have facilities where we operate our own maintenance shops.
Products that do not meet regulatory standards and/or comply with these regulations may be considered to be adulterated and/or misbranded and subject to recall. The Surface Transportation Board and the Federal Highway Administration regulate our trucking operations.
Products that do not meet regulatory standards and/or comply with these regulations may be considered to be adulterated and/or misbranded and subject to recall. 7 Table of Contents The Surface Transportation Board and the Federal Highway Administration regulate our transportation operations in the United States.
Our procurement process includes assessments of demand planning, pricing, seasonality and other factors. Inventory costs are determined when products are procured and include vendor funds received and inbound freight, among other items.
Procurement We maintain contracts with suppliers to procure their products. Our procurement process includes assessments of demand planning, pricing, seasonality and other factors. Inventory costs are determined when products are procured and include vendor funds received and inbound freight, among other items.
Our diversity and wellbeing council and seven associate-led Belonging & Innovation Groups actively strive to create a workplace where all associates feel welcome and are motivated to reach their full potential.
Our Inclusion and Well-being council and seven associate-led Belonging and Innovation Groups (all of which are open to all associates) actively strive to create a workplace where all associates feel welcome and are motivated to reach their full potential.
Our strategy is highly focused on actively positioning our Company to add value to a resilient portion of the food retail industry that totals over $90 billion of wholesale sales and includes many specialty, natural, multi-cultural and conventional retailers.
Our strategy is highly focused on actively positioning our Company to add value to a resilient portion of the food retail industry estimated at over $90 billion, which includes many natural, organic, specialty, multi-cultural and differentiated conventional grocery retailers.
We continue to focus on the safety of our associates, customers, communities and consumers with increased safety measures. We continue to be committed to continuous learning and improvement, and we believe in the power of learning from past experiences to enhance our safety system and performance, including through root cause incident analysis.
We continue to be committed to continuous learning and improvement, and we believe in the power of learning from past experiences to enhance our safety system and performance, including through root cause incident analysis.
We also have facilities where we operate our own maintenance shops. 5 Table of Contents We ship certain orders for supplements or for items that are destined for areas outside of regular delivery routes through independent carriers. Deliveries to areas outside the continental United States and Canada are typically shipped by freight-forwarders through ocean-going containers.
We ship certain orders for supplements or for items that are destined for areas outside of regular delivery routes through independent carriers. Deliveries to areas outside the continental United States and Canada are typically shipped by freight-forwarders through ocean-going containers.
We have also created a retail media network, the UNFI Media Network (“UMN”), that enables retailers to reach their consumers digitally while connecting to our large network of suppliers, who in turn, can utilize the platform for personalized and targeted digital marketing.
Our retail media network, the UNFI Media Network, enables retailers to reach their consumers digitally while connecting to our large network of suppliers, who in turn, can utilize the platform for personalized and targeted advertising.
To reduce turnover, we have an emphasized focus on and commitment to our associates, their experiences as well as their continued engagement. We are committed to the continued support and development of our associates and provide access to robust leadership development programming, role-based training and other career development opportunities at every stage of an associate’s tenure with us.
To reduce turnover, we have an emphasized focus on and commitment to our associates, their experiences as well as their continued engagement. We support their growth by offering robust leadership development programs, role-based training, on-the-job training and other career opportunities at every stage of their tenure.
We continually evaluate and upgrade our systems and distribution center infrastructure to enhance security, efficiency, cost-effectiveness and responsiveness to customer needs. We believe these systems include best in class functionality in warehouse management systems, inventory control, labor management, scan-based fulfillment applications, mechanized pick-to-light systems and order management systems.
We continually evaluate and upgrade our enterprise systems and supply chain infrastructure to enhance security, efficiency, cost-effectiveness and responsiveness to customer needs. We believe these systems include best in class functionality in order management systems, cloud-based warehouse management systems for inventory control and labor management, scan-based fulfillment applications, transportation management systems and warehouse automation and robotics.
We are in the process of updating our fulfillment technology with Universal Product Code (“UPC”) scan-based technology for selection, loading and customer deliveries to ensure order accuracy throughout the supply chain. We have also begun to make significant investments in warehouse automation solutions to support full case and unit pick fulfillment processes.
We continue to deploy our fulfillment technology with Universal Product Code (“UPC”) scan-based technology for selection, loading and customer deliveries to ensure order accuracy and traceability throughout the supply chain. We have expanded our portfolio of investments in AI-enabled warehouse automation and robotic solutions to support full case and unit pick fulfillment processes.
The Compensation Committee of our Board of Directors has oversight of human capital management matters with a focus on associate wellbeing across a variety of measures. As of August 3, 2024, we had approximately 28,333 full and part-time employees, 10,704 of whom (approximately 38%) are covered by 48 collective bargaining agreements, including existing agreements under negotiation.
The Compensation Committee of our Board of Directors has oversight of human capital management matters with a focus on associate well-being across a variety of measures. As of August 2, 2025, we had approximately 25,600 full and part-time employees, 10,768 of whom (approximately 42%) are covered by 57 collective bargaining agreements, including existing agreements under negotiation.
We provide shelf and planogram management, retail store support, pricing strategy, electronic payments processing, advertising, couponing, store layout and design, equipment sourcing and procurement, point-of-sale hardware and software, network and data hosting solutions, consumer convenience services, eCommerce, automation tools, sustainability services and administrative back-office solutions.
We provide shelf and planogram management, retail store support, pricing strategy, shelf tags, electronic payments processing, coupon processing, store layout and design, equipment sourcing and procurement, point-of-sale hardware and software, network and data hosting solutions, consumer convenience services, automation tools, sustainability services and administrative back-office solutions. The sales and operating results for these services are included within Natural and Conventional.
Marketplace by UNFI is our business-to-business digital eCommerce solution for emerging brands looking to expand distribution with UNFI customers.
This includes sales to eCommerce companies as well as business-to-business sales to non-traditional customers. Marketplace by UNFI is our business-to-business digital eCommerce solution for emerging brands looking to expand distribution with UNFI customers.
In addition, interstate motor carrier operations are subject to safety requirements prescribed by the United States Department of Transportation and other relevant federal and state agencies. Such matters as weight and dimension of equipment are also subject to federal and state regulations. Our facilities are subject to regulations issued pursuant to the U.S.
In addition, interstate motor carrier operations are subject to safety requirements prescribed by the United States Department of Transportation and other relevant federal and state agencies. Such matters as weight and dimension of equipment are also subject to federal and state regulations. Transport Canada regulates transportation operations in Canada, in coordination with various provincial/territorial and municipal authorities.
This new strategy capitalizes on UNFI’s strengths, including our heritage in natural and organic products, as well as our growing, value-added digital and professional services portfolio. Simultaneously, we are working to improve free cash flow generation and reduce net leverage by optimizing controllable variables including: 1.
This refreshed strategy capitalizes on UNFI’s strengths, including our heritage in natural and organic products, our growing, value-added digital and professional services portfolio and our private label Brands+ program. Simultaneously, we are working to improve free cash flow generation and reduce net leverage by optimizing controllable variables, including through intensified network optimization, reduced capital intensity and optimized cost structure.
These services include solutions we develop and provide directly, as well as pass-through programs in which vendors provide services directly to our Wholesale customers.
Our services are designed to help customers address business challenges, better serve their customers and compete in the marketplace. These services include solutions we develop and provide directly, as well as pass-through programs in which vendors provide services directly to our wholesale customers.
Competition Our Wholesale and Retail businesses operate in a highly competitive and rapidly evolving industry, which is characterized by low profit margins, new business models and the entry of new, non-traditional competitors that intensify competition.
Our investment in technology is intended to improve our supply chain effectiveness for our suppliers, associates and customers enabling our collective success. Competition Our Natural, Conventional and Retail businesses operate in a highly competitive and rapidly evolving industry, which is characterized by low profit margins, new business models and the entry of new, non-traditional competitors that intensify competition.
Diversity, Equity and Inclusion In order to recruit, inspire and retain the most talented team at all levels that maximizes speed, agility, innovation, execution and performance from the Boardroom to our distribution centers, we pledge to promote equity, celebrate diversity and support inclusion for all.
Inclusion and Well-being In order to recruit, inspire and retain the most talented team at all levels that maximizes speed, agility, innovation, execution and performance from the Boardroom to our distribution centers, we pledge to promote inclusion and well-being for all by delivering high-quality benefits and programs that attract and nurture high performance in a safe and inclusive culture.
All of our programs and services are designed to educate consumers, profile suppliers and increase sales for retailers, many of which do not have the resources necessary to conduct such marketing programs independently. Our goal is to provide support to ensure collective long-term success.
Our goal is to provide programs and services that educate consumers, profile suppliers and increase sales for retailers, many of which do not have the resources necessary to conduct such marketing programs independently, to drive collective long-term success. In addition to these services, we provide data, insights and resources that help our customers compete and succeed in their respective markets.
The sales and operating results for these services are included within Wholesale. 4 Table of Contents We offer a variety of marketing services designed to increase sales for our customers and suppliers, including consumer and trade marketing programs, as well as programs to support suppliers in understanding our markets.
We offer a variety of marketing services designed to increase sales for our customers and suppliers, including consumer and trade marketing programs, as well as programs to support suppliers in understanding our markets. Consumer and trade marketing programs cater to a broad range of retail formats.
ESSENTIAL EVERYDAY® is our leading national brand equivalent private label solution with nearly 2,200 items for departments throughout the store. It is complemented by SHOPPERS VALUE®, which offers the budget conscious consumer quality alternatives to national brands. Our WILD HARVEST® brand offers a full range of products made with simple, wholesome ingredients across multiple categories, including pet foods.
ESSENTIAL EVERYDAY® is our leading national brand equivalent private label solution with nearly 2,000 SKUs for departments across the store. It is complemented by SHOPPERS VALUE®, which offers the budget conscious consumer quality alternatives to national brands.
Organic Certification We have 33 distribution centers in the United States that are “National Organic Program certified as Organic Handlers by QAI”. Our California locations are certified as Organic Handlers by QAI, and we are registered as Organic Handlers with the State of California Department of Public Health Food and Drug Branch and the California Department of Food and Agriculture.
Organic Certification We have 33 distribution centers in the United States that are “National Organic Program certified as Organic Handlers by QAI”. Our California locations are certified as Organic Handlers by QAI, with one location also being certified by California Organic Farmers.
Occupational Safety and Health Act by the U.S. Department of Labor and similar regulations by state agencies. These regulations require us to comply with certain health and safety standards to protect our employees from recognized hazards.
These regulations require us to comply with certain health and safety standards to protect our employees from recognized hazards.
Our primary goal is to cultivate a culture that values care and safety for all. Through continuous efforts we are dedicated to minimizing the risk of injuries and accidents, ensuring a safe and thriving environment for everyone. In fiscal 2024, for the third year in a row, we received a score of 100 on the Disability Equality Index.
Our associates’ safety and well-being are of the utmost importance to us. Our primary goal is to cultivate a culture that values care and safety for all. Through continuous efforts we are dedicated to minimizing the risk of injuries and accidents, providing a safe and thriving environment for everyone.
Our business is classified into two reportable segments: Wholesale and Retail; and also includes a manufacturing division and a branded product line division. Our Strategic Priorities We are continually striving to better serve our stakeholders, including our customers, suppliers, associates and communities, and to drive profitable growth and sustainable shareholder value creation.
Our Strategic Priorities We are continually striving to better serve our stakeholders, including our customers, suppliers, associates and communities, and to drive profitable growth and sustainable shareholder value creation.
The Elevate program for Director-level and above associates works to solidify our talent pipeline and promote the success of the organization’s future leaders. Our Learning & Development teams partner with key groups such as Sales, Operations, Transportation and Environmental Health & Safety to develop role-based training to drive greater productivity and safety.
Our Learning and Development teams partner with key groups such as Sales, Operations, Transportation and Environmental Health and Safety to develop role-based training to drive greater productivity and safety.
We developed a multi-pronged approach to educate and engage associates that includes open discussions on various dimensions of diversity, a podcast, DEI and mental health awareness trainings on our associate platforms, targeted volunteerism, and campaigns encouraging respect and empathy. Creating a Safe Environment Safety is at the forefront of everything we do.
We have revised policies and practices to better serve our workforce and business needs and developed a multi-pronged approach to educate and engage associates that includes open discussions on various dimensions of inclusion and well-being, a podcast, mental health awareness trainings on our associate platforms, targeted volunteerism, and campaigns encouraging respect and empathy.
In addition, we use cloud solutions to assist us in developing the most efficient routes, tracking vehicle maintenance and monitoring driver safety and the movement of trucks in real-time.
In addition, we use cloud solutions to assist us in developing the most efficient routes, tracking vehicle maintenance and monitoring driver safety and the movement of trucks in real-time. We continue an effort to standardize to best in industry software solutions for inventory procurement, order management, transportation operations and warehouse management systems throughout our network.
We maintain current certification affidavits on most organic commodities and produce in order to verify the authenticity of the product. Most potential suppliers of organic products are required to provide such third-party certifications to us before they are approved as suppliers. Our Technology Investments We continue to make significant investments in distribution, financial, information and warehouse management systems.
Most potential suppliers of organic products are required to provide such third-party certifications to us before they are approved as suppliers. 6 Table of Contents Our Technology Investments We continue to make significant investments in supply chain, financial, information and business applications and operating systems.
We also continue to invest in technology and systems with the intent of improving the efficiency of our operations, enhancing the customer experience and growing our services platform, including our eCommerce and innovation businesses. This includes sales to eCommerce companies as well as business-to-business sales to non-traditional customers.
International business excludes sales transacted in U.S. dollars and shipped internationally, which is an even smaller component of our business. We also continue to invest in technology and systems with the intent of improving the efficiency of our operations, enhancing the customer experience and growing our services platform, including our eCommerce and innovation businesses.
We have positioned ourselves as one of the largest purchasers of organically grown bulk products in the natural and organic products industry by centralizing our purchase of nuts, seeds, grains, flours and dried foods.
In addition, although we have exclusive distribution arrangements and support programs with several suppliers, none of our suppliers accounted for more than 5% of our total purchases in fiscal 2025. 5 Table of Contents We have positioned ourselves as one of the largest purchasers of organically grown bulk products in the natural and organic products industry by centralizing our purchase of nuts, seeds, grains, flours and dried foods.
We recognize that innovation thrives when there is unity and respect for diverse backgrounds and perspectives. Additionally, we aim to foster a culture of belonging, equity and empathy through open dialogues, educational opportunities and by honoring the experiences and special events that speak to our associates’ many identities.
Our Board of Directors has a broad range of experience and represents a wide range of backgrounds and perspectives. We recognize that innovation thrives when there is unity and respect for all backgrounds and perspectives. Additionally, we aim to foster a culture of belonging, empathy and inclusion through open dialogues and educational opportunities.
Our policy is to comply with all applicable federal, state, provincial and local provisions relating to the protection of the environment or the discharge of materials. Our international business operations are subject to various laws and regulations regarding the import and export of products and preventing corruption and bribery (including the U.S. Foreign Corrupt Practices Act).
Our international business operations are subject to various laws and regulations regarding the import and export of products and preventing corruption and bribery (including the U.S. Foreign Corrupt Practices Act). We have implemented and continue to develop import/export and anti-corruption compliance programs and processes to comply with applicable laws and regulations governing our international business activities.
Substantially all product categories that we distribute are available from a number of suppliers and, therefore, we are not dependent on any single supply source for any product category. In addition, although we have exclusive distribution arrangements and support programs with several suppliers, none of our suppliers accounted for more than 5% of our total purchases in fiscal 2024.
Substantially all product categories that we distribute are available from a number of suppliers and, therefore, we are not dependent on any single supply source for any product category.
Compensation and Benefits Our compensation and benefits programs are designed to promote a culture of wellbeing and recognize our associates for their outstanding achievements and dedication to serving our customers and keeping them safe during even the most challenging of times.
We also offer associates additional learning and career development opportunities that extend from skills-based training deployed electronically through our BetterU learning system, to mentorship programs and career development discussions and beyond. 8 Table of Contents Compensation and Benefits Our compensation and benefits programs are designed to promote a culture of well-being and recognize our associates for their outstanding achievements and dedication to serving our customers and keeping them safe during even the most challenging of times.
Our retail stores have continued to respond to growing competition from online and non-traditional retailers by adding options and services such as online ordering, curbside pick-up and home delivery. 6 Table of Contents Government Regulation Our operations and many of the products that we distribute in the United States are subject to regulation by state and local health departments, the USDA and the United States Food and Drug Administration (the “FDA”), which generally impose standards for product quality and sanitation and are responsible for the administration of bioterrorism legislation.
Government Regulation Our operations and many of the products that we distribute in the United States are subject to regulation by state and local health departments, the USDA and the United States Food and Drug Administration (the “FDA”), which generally impose standards for product quality, safety, labeling and defense.
Supplier marketing programs include information sharing programs designed to provide heightened transparency to suppliers through demand planning, forecasting and procurement insights.
Retail marketing programs offer web and digital marketing services, including websites, digital coupon and loyalty programs, mobile applications and eCommerce capabilities, and circular programs for our customers and vendors. Supplier marketing programs include information sharing programs designed to provide heightened transparency to suppliers through demand planning, forecasting and procurement insights.
We have implemented and continue to develop import/export and anti-corruption compliance programs and processes to comply with applicable laws and regulations governing our international business activities. Human Capital Management Our employees are critical to supporting our values and achieving our strategic vision, and we are striving to be an employer of choice.
Human Capital Management Our employees are critical to supporting our values and achieving our strategic vision, and we are striving to be an employer of choice.
We operate an organic (USDA and Quality Assurance International (“QAI”)) and kosher (Circle K) certified packaging, roasting, and processing facility in New Jersey that is SQF (Safety Quality Food) level 2 certified. Woodstock Farms Manufacturing sells items manufactured in bulk and through private label packaging arrangements with large health food, supermarket and convenience store chains and independent retailers.
We operate an organic (United States Department of Agriculture (“USDA”) and Quality Assurance International (“QAI”)) and kosher (Circle K) certified packaging, roasting, and processing facility in New Jersey that is SQF (Safety Quality Food) level 2 certified.
We believe we can optimize our performance and profitability through our improvement efforts, which we expect will improve our cost structure, increase sales of products and services, and position us to provide tailored, data-driven solutions to help our customers run their businesses more efficiently and contribute to customer acquisitions. 1 Table of Contents Our Commitment to Social and Environmental Responsibility Creating a Better Future for Communities As North America’s premier grocery wholesaler, we are working to create a better future for our communities by improving access to quality food, empowering our associates to give back and protecting the planet we share.
We believe we can optimize our performance and profitability through our improvement efforts, which we expect will improve our cost structure, increase sales of products and services, and position us to provide tailored, data-driven solutions to help our customers run their businesses more efficiently and expand our customer base.
Our Field Day® brand is primarily sold to natural store / co-op retailers as a private label solution. Our category-specific brands, primarily including STONE RIDGE CREAMERY®, EQUALINE®, and CULINARY CIRCLE®, also provide national brand equivalent products at a competitive price.
Our WOODSTOCK® brand has been pioneering organic / non-GMO products for over 35 years and continues to launch innovative products. Our category-specific brands, primarily including STONE RIDGE CREAMERY®, EQUALINE®, and CULINARY CIRCLE®, also provide national brand equivalent products at a competitive price.
One Wholesale customer, which includes customers under common control, constituted more than 10% of total Net sales in fiscal 2024. On May 21, 2024, we amended and restated our distribution agreement with our largest customer which, among other things, extended the term of that agreement through May 20, 2032. Our international Net sales primarily reflect UNFI Canada, Inc.
We continue to serve our largest customer pursuant to an amended and restated distribution agreement with a term through May 20, 2032. Our international Net sales primarily reflect UNFI Canada, Inc. (“UNFI Canada”), which represented approximately 1% of our Net sales in fiscal 2025.
We also plan to lower overall working capital levels while driving higher customer satisfaction. 3. Optimized Cost Structure : Reducing ongoing operating expenses and better aligning corporate resources to reflect our updated strategy and customer and supplier-facing work.
Finally, we continue to reduce ongoing operating expenses and better align corporate resources to reflect our updated strategy and customer and supplier-facing work.
In addition, our Canadian distribution center in British Columbia holds an Organic Distributor certification from QAI. We maintain a comprehensive quality assurance program. All products we sell that are represented as organic are required to be certified as such by an independent third-party agency.
All products we sell that are represented as organic are required to be certified as such by an independent third-party agency. We maintain current certification affidavits on most organic commodities and produce in order to verify the authenticity of the product.
We have undertaken a new strategy and have established new three-year financial objectives that begin in fiscal 2025 and are designed to make the Company more efficient while improving free cash flow generation and reducing net leverage.
We completed the first fiscal year of the strategy we introduced in October 2024 designed to add value to our customers and suppliers while making the Company more effective and efficient, improving profitability and free cash flow generation and reducing net leverage.
Our Distribution Network Logistics We select the sites for our distribution centers to provide direct access to the markets we serve and configure them to minimize total operating costs. This proximity allows us to reduce our transportation costs relative to those of our competitors that seek to service these customers from locations that are often further away.
Our Distribution Network Logistics Our distribution centers are located to provide direct access to the markets we serve, and we configure them to optimize service and operating costs. The configuration of our distribution network allows us to provide breadth of assortment, competitive service levels and cost efficiency.
Competitive strategies vary based on many factors, such as the competitor’s format, strengths, weaknesses, pricing, and sales focus.
Competitive strategies vary based on many factors, such as the competitor’s format, strengths, weaknesses, pricing, and sales focus. Our retail stores have continued to respond to growing competition from online and non-traditional retailers by adding options and services such as online ordering, curbside pick-up and home delivery.
Intensified Network Optimization : Streamlining our distribution center footprint to create a more efficient supply chain with a lower level of fixed capital invested. 2. Reduced Capital Intensity : Prioritizing capital investment needs and reducing the overall level of future spending while continuing to emphasize maintenance and targeted network enablement and technology enhancements.
Our efforts to optimize our distribution network include streamlining our distribution center footprint to create a more responsive and resilient supply chain with a lower level of fixed capital invested.
Our facilities in the United States and in Canada are subject to various environmental protection statutes and regulations, including those relating to the use of water resources and the discharge of wastewater.
Our facilities in the United States and in Canada are subject to various environmental protection statutes and regulations, including those relating to the discharge of materials into the environment, the disposal of food by-products, recycling/end of life product management, the handling, treatment and disposal of wastes, maintenance of refrigeration systems and fuel storage tanks and remediation of soil and groundwater contamination.
Our Service Offerings We offer a broad array of professional services that provide Wholesale customers with cost-effective and scalable business solutions. Our services are designed to help customers address business challenges, better serve their customers and compete in the marketplace.
Woodstock Farms Manufacturing sells items manufactured in bulk and through private label packaging arrangements with large health food, supermarket and convenience store chains and independent retailers. Our Service Offerings We offer a broad array of digital and professional services that provide wholesale customers with cost-effective and scalable business solutions.
The program builds on UNFI’s Climate Action Hub, which offers suppliers a variety of tools and resources to innovate and scale climate solutions across the food system. We also published a new Deforestation Policy, an updated Animal Welfare Position Statement, and an updated Supplier and Vendor Code of Conduct, clearly outlining expectations of suppliers on responsible procurement topics.
UNFI’s Climate Action Hub, which offers suppliers a variety of tools and resources to innovate and scale climate solutions across the food system, hosted its second webinar series featuring industry leaders and exploring climate action topics.
In fiscal 2024, our seven associate-led Belonging & Innovation Groups continued to cultivate a culture of innovation, learning and impact across the Company. In addition, we began work on a new roof-mounted solar array installation at our Riverside, California distribution center, which will be our largest to date.
In fiscal 2025, we completed construction on our roof-mounted solar array installation at our Riverside, California distribution center, our largest to date.
Upstream Our impact begins with the decisions made by our partners and suppliers, well before products reach our distribution centers. We are investing in programs and partnerships that are designed to help build a more equitable system and carry our values further upstream. In fiscal 2023, we launched the UNFI Climate Action Partnership, encouraging suppliers to set credible climate goals.
The contents of our Impact Report are not incorporated by reference into or considered to be part of this Annual Report. Upstream Our impact begins with the decisions made by our partners and suppliers, well before products reach our distribution centers. We are investing in programs and partnerships that drive product quality and improve supply chain resilience.
These policies help us to work more efficiently and effectively with suppliers and vendors in pursuing our shared goals. Operations We remain focused on operating efficiently and sustainably, which includes managing the social and environmental impacts within our direct control. Our associates’ safety and well-being are of utmost importance to us.
Aligned with our Animal Welfare Position Statement, we enhanced our tracking of products sold in accordance with higher welfare standards. We believe these policies help us to work more efficiently and effectively with suppliers and vendors in pursuing our shared goals. Operations We remain focused on improving operational resilience, supporting the highest level of safety and cultivating a high-performing workforce.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe cost of the capital available to us and limitations on our ability to access additional capital may have a material adverse effect on our business, financial condition or results of operations. Historically, acquisitions and capital expenditures have been a large component of our growth.
Biggest changeIf we suffer a substantial loss that exceeds our self-insurance reserves and any excess insurance coverage or is excluded under the terms of our insurance policies, the loss and attendant expenses could harm our business, financial condition, or results of operations. 17 Table of Contents The cost of the capital available to us and limitations on our ability to access additional capital may have a material adverse effect on our business, financial condition or results of operations.
Our debt agreements, including the loan agreement (the “ABL Loan Agreement”) related to our $2,730 million asset-based revolving credit facility (the “ABL Credit Facility”) entered into in June 2022, as amended, and the term loan agreement (the “Term Loan Agreement”) related to our $500 million term loan facility (the “Term Loan Facility”) entered into on October 22, 2018, as amended, and the indenture governing our unsecured 6.750% Senior Notes due October 15, 2028 (the “Senior Notes”) contain financial covenants and other restrictions that limit our operating flexibility and our flexibility in planning for or reacting to changes in our business.
Our debt agreements, including the loan agreement (the “ABL Loan Agreement”) related to our $2,730 million asset-based revolving credit facility (the “ABL Credit Facility”) entered into in June 2022, as amended, and the term loan agreement (the “Term Loan Agreement”) related to our $500 million term loan facility (the “Term Loan Facility”) entered into on October 22, 2018, as amended, and the indenture governing our $500 million unsecured 6.750% Senior Notes due October 15, 2028 (the “Senior Notes”) contain financial covenants and other restrictions that limit our operating flexibility and our flexibility in planning for or reacting to changes in our business.
For example, we experienced higher than usual levels of out-of-stocks leading to reduced fill rates during the COVID-19 pandemic. These shortages caused us to incur higher operating expenses due to the cost of moving products between our distribution facilities to maintain expected service levels, and we cannot anticipate whether this trend will recur in the future.
For example, we experienced higher than usual levels of out-of-stocks leading to reduced fill rates during the COVID-19 pandemic. These shortages caused us to incur higher operating expenses due to the cost of moving products between our distribution and warehouse facilities to maintain expected service levels, and we cannot anticipate whether this trend will recur in the future.
If we fail to optimize the volume of supply operations in our distribution center network, do not retain existing business or do not utilize added network capacity in line with our expectations, excess capacity may exist, which may lead to inefficiencies and adversely affect our business, financial condition or results of operations, including as a result of incurring operating costs for these facilities without sufficient corresponding sales revenue to cover these costs. 13 Table of Contents If we are unable to successfully optimize our distribution center network or open additional distribution centers in new or existing markets if needed to accommodate or facilitate growth or if our distribution centers have increased operational challenges it could have a material impact on our ability to grow.
If we fail to optimize the volume of supply operations in our distribution center network, do not retain existing business or do not utilize added network capacity in line with our expectations, excess capacity may exist, which may lead to inefficiencies and adversely affect our business, financial condition or results of operations, including as a result of incurring operating costs for these facilities without sufficient corresponding sales revenue to cover these costs. 14 Table of Contents If we are unable to successfully optimize our distribution center network or open additional distribution centers in new or existing markets if needed to accommodate or facilitate growth or if our distribution centers have increased operational challenges it could have a material impact on our ability to grow.
If these customers were to terminate or fail to perform under these contracts prior to their scheduled termination, or if we or the customer elected not to renew or extend the term of the contract at its expiration or not to renew or extend at historical purchase levels, it may have a material adverse effect on our business, financial condition or results of operations, including additional operational expenses to transition out of the business or to adjust our facilities and staffing costs to cover the reduction in Net sales. 14 Table of Contents Disruptions to our or third-party information technology systems, including cyber-attacks and security breaches, and the costs of maintaining secure and effective information technology systems could negatively affect our business and results of operations .
If these customers were to terminate or fail to perform under these contracts prior to their scheduled termination, or if we or the customer elected not to renew or extend the term of the contract at its expiration or not to renew or extend at historical purchase levels, it may have a material adverse effect on our business, financial condition or results of operations, including additional operational expenses to transition out of the business or to adjust our facilities and staffing costs to cover the reduction in Net sales. 15 Table of Contents Disruptions to our or third-party information technology systems, including cyber-attacks and security breaches, and the costs of maintaining secure and effective information technology systems could negatively affect our business and results of operations .
The loss or revocation of any existing licenses, permits, or approvals or the failure to obtain any additional licenses, permits, or approvals in new jurisdictions where we intend to do business could have a material adverse effect on our business, financial condition or results of operations. 20 Table of Contents Pharmacy : We are required to meet various security and operating standards and comply with the Controlled Substances Act and its accompanying regulations governing the sale, marketing, packaging, holding, record keeping and distribution of controlled substances.
The loss or revocation of any existing licenses, permits, or approvals or the failure to obtain any additional licenses, permits, or approvals in new jurisdictions where we intend to do business could have a material adverse effect on our business, financial condition or results of operations. 21 Table of Contents Pharmacy : We are required to meet various security and operating standards and comply with the Controlled Substances Act and its accompanying regulations governing the sale, marketing, packaging, holding, record keeping and distribution of controlled substances.
Consumer habits could be affected by a number of factors, including an increase in food-away-from home options, changes in attitudes regarding benefits of natural and organic products when compared to similar lower margin conventional products, new information regarding the health effects of consuming certain foods, changes in disposable income levels, which may be impacted by a reduction in the level of government spending that supports grocery purchases, or other macro trends.
Consumer habits could be affected by a number of factors, including an increase in food-away-from home options, changes in attitudes regarding benefits of natural and organic products when compared to similar lower margin conventional products, new information regarding the health effects of consuming certain foods, changes in disposable income levels, which may be impacted by a reduction in the level of government spending that supports grocery purchases, changes in product prices or other macro trends.
Sales to some of our largest customers generate a lower gross margin than do sales to our smaller customers due to agreements that include volume discounts with many of these customers, including our largest customer.
Sales to some of our largest customers generate a lower gross margin than sales to our smaller customers due to agreements that include volume discounts with many of these customers, including our largest customer.
As a result, our operating margins may stagnate or decline. Further, because many of our sales are at prices that are based on our product cost plus a percentage markup, volatile food costs have a direct impact upon our profitability. We have experienced volatile levels of inflation during the past few years, which has had varying impacts on our business.
As a result, our operating margins may stagnate or decline. Further, because many of our sales are at prices that are based on our product cost plus a percentage markup, volatile food costs have a direct impact upon our profitability. We have experienced volatile levels of inflation during the past several years, which has had varying impacts on our business.
If we do not have adequate insurance or contractual indemnification available, product liability claims and costs associated with product recalls, including a loss of business, could have a material adverse effect on our business, financial condition or results of operations. 21 Table of Contents We may be unable to adequately protect our intellectual property rights, which could harm our business.
If we do not have adequate insurance or contractual indemnification available, product liability claims and costs associated with product recalls, including a loss of business, could have a material adverse effect on our business, financial condition or results of operations. 22 Table of Contents We may be unable to adequately protect our intellectual property rights, which could harm our business.
Increased sales to these customers results in downward pressure on our gross margins, which may or may not be offset by increases in sales or a reduction in expenses incurred to service these customers. 10 Table of Contents If we are not able to capture scale efficiencies and enhance our merchandise offerings, we may not be able to achieve our goals with respect to our operating margins.
Increased sales to these customers results in downward pressure on our gross margins, which may or may not be offset by increases in sales or a reduction in expenses incurred to service these customers. 11 Table of Contents If we are not able to capture scale efficiencies and enhance our merchandise offerings, we may not be able to achieve our goals with respect to our operating margins.
Manufacturers’ disruptions in their ability to produce, maintain and supply product based on changing levels of demand could result in an inability to fulfill our obligations to our customers. 11 Table of Contents The majority of our suppliers are based in the United States and Canada, but we also source products from suppliers throughout the world.
Manufacturers’ disruptions in their ability to produce, maintain and supply product based on changing levels of demand could result in an inability to fulfill our obligations to our customers. 12 Table of Contents The majority of our suppliers are based in the United States and Canada, but we also source products from suppliers throughout the world.
Our ability to compete successfully is largely dependent on our ability to provide quality products and services at competitive prices. Our competition comes from a variety of sources, including other distributors, as well as specialty or independent grocery and mass market grocery distributors and cooperatives, and customers with their own distribution channels.
Our ability to compete successfully is largely dependent on our ability to provide quality products and services at competitive prices. Our competition comes from a variety of sources, including other distributors, specialty or independent grocery distributors, mass market grocery distributors and cooperatives and customers with their own distribution channels.
See Management’s Discussion and Analysis of Financial Condition and Results of Operations—Cautionary Note Regarding Forward-Looking Statements in Part II, Item 7 of this Annual Report for more information on our business and the forward-looking statements included in this Annual Report. 9 Table of Contents Strategic and Operational Risks A significant portion of our revenues are from our principal customers, and our success is heavily dependent on retaining this business and on our principal customers’ ability to maintain and grow their businesses.
See Management’s Discussion and Analysis of Financial Condition and Results of Operations—Cautionary Note Regarding Forward-Looking Statements in Part II, Item 7 of this Annual Report for more information on our business and the forward-looking statements included in this Annual Report. 10 Table of Contents Strategic and Operational Risks A significant portion of our revenues is from our principal customers, and our success is heavily dependent on retaining this business and on our principal customers’ ability to maintain and grow their businesses.
The continuing consolidation of retailers, the growth of chains and closures of grocery locations may reduce our gross margins in the future should more customers qualify for greater volume discounts, and should we experience pricing pressure from suppliers and retailers.
The continuing consolidation of retailers, the growth of chains and closures of grocery locations may reduce our gross margins in the future should more customers qualify for greater volume discounts or we experience increased pricing pressure from suppliers and retailers.
If we are unable to control these benefits and costs, we may experience increased operating costs, which may adversely affect our financial condition and results of operations. 15 Table of Contents Additionally, certain multiemployer pension plans in which we participate are underfunded with the projected benefit obligations exceeding the fair value of those plans’ assets, in certain cases, by a wide margin.
If we are unable to control these benefits and costs, we may experience increased operating costs, which may adversely affect our financial condition and results of operations. Additionally, certain multiemployer pension plans in which we participate are underfunded with the projected benefit obligations exceeding the fair value of those plans’ assets, in certain cases, by a wide margin.
If sales trends or profitability worsen for wholesale customers, their financial results may deteriorate, which could result in, among other things, lost business for us, delayed or reduced payments to us or defaults on payments or other liabilities owed by wholesale customers to us, any of which could adversely impact our financial condition and results of operations, as well as our ability to grow our wholesale business.
If sales trends or profitability worsen for wholesale customers, their financial results may deteriorate, which could result in, among other things, lost business for us, delayed or reduced payments to us or defaults on payments or other liabilities owed by wholesale customers to us, any of which could adversely impact our financial condition and results of operations, as well as our ability to grow our Natural and Conventional businesses.
Moreover, as we implement information technology enhancements, disruptions in our business may be created (including disruption with our customers), which may have a material adverse effect on our business, financial condition or results of operations. 12 Table of Contents We face risks related to the availability of qualified labor, labor costs and labor relations.
Moreover, as we implement information technology enhancements, disruptions in our business may be created (including disruption with our customers), which may have a material adverse effect on our business, financial condition or results of operations. We face risks related to the availability of qualified labor, labor costs and labor relations.
If a withdrawal were to occur, the withdrawal liability from our multiemployer plans could be material, our efforts to mitigate these liabilities may not be successful, and potential exposure to withdrawal liabilities could cause us to forgo or negatively impact our ability to enter into other business opportunities.
If a withdrawal were to occur for any reason, the withdrawal liability from our multiemployer plans could be material, our efforts to mitigate these liabilities may not be successful, and potential exposure to withdrawal liabilities could cause us to forgo or negatively impact our ability to enter into other business opportunities.
Any inability to generate sufficient cash flow or refinance our indebtedness on favorable terms could have a material adverse effect on our business, financial condition or results of operations. 18 Table of Contents Disruption of our distribution network or to the operations of our customers could adversely affect our business.
Any inability to generate sufficient cash flow or refinance our indebtedness on favorable terms could have a material adverse effect on our business, financial condition or results of operations. Disruption of our distribution network or to the operations of our customers could adversely affect our business.
Our future growth may be limited by our ability to optimize our network of distribution centers to serve our customers, retain existing customers, successfully integrate acquired entities or significant new customers, implement information systems and automation initiatives, or adequately manage our personnel.
Our future growth may be limited by our ability to optimize our distribution center network to serve our customers, retain existing customers, successfully integrate acquired entities or significant new customers, implement information systems and automation initiatives, or adequately manage our personnel.
For example, we have been required to retain the services of various professionals to advise us on activist stockholder matters, including legal, financial and other advisory fees. In the event of an activist campaign, we could be required to incur substantially increased legal, public relations and other advisory fees and proxy solicitation expenses.
For example, we have in the past retained the services of various professionals to advise us on activist stockholder matters, including legal, financial and other advisory fees. In the event of an activist campaign, we could be required to incur substantially increased legal, public relations and other advisory fees and proxy solicitation expenses.
Our leverage, and any increase therein, could have important potential consequences, including, but not limited to: • increasing our vulnerability to, and reducing our flexibility in planning for and responding to, adverse general economic and industry conditions and changes in our business and the competitive environment and placing us at a disadvantage to our competitors that are less leveraged; • requiring us to use a substantial portion of operating cash flow to pay principal of, and interest on, indebtedness, instead of other purposes, such as funding working capital, capital expenditures, acquisitions, returning capital to stockholders through dividends or share repurchases or other corporate purposes; • increasing our vulnerability to downgrades of our credit rating, which could adversely affect our cost of funds, liquidity, and access to capital markets; • restricting us from making desired strategic acquisitions in the future or causing us to make non-strategic divestitures; • increasing our exposure to the risk of increased interest rates insofar as current and future borrowings are subject to variable rates of interest; • making it more difficult for us to repay, refinance, or satisfy our obligations with respect to our indebtedness; • limiting our ability to borrow additional funds and increasing the cost of any such borrowing; and • imposing restrictive covenants on our operations, which could result in an event of default if we are unable to comply, and absent any cure or waiver of such default ultimately could result in the acceleration of the such debt and potentially other debt with cross-acceleration or cross-default provisions.
Our leverage, and any increase therein, could have important potential consequences, including, but not limited to: • increasing our vulnerability to, and reducing our flexibility in planning for and responding to, adverse general economic and industry conditions and changes in our business and the competitive environment and placing us at a disadvantage to our competitors that are less leveraged; • requiring us to use a substantial portion of operating cash flow to pay principal of, and interest on, indebtedness, instead of other purposes, such as funding working capital, capital expenditures, acquisitions, returning capital to stockholders through dividends or share repurchases or other corporate purposes; • increasing our vulnerability to downgrades of our credit rating, which could adversely affect our cost of funds, liquidity, and access to capital markets; • restricting us from making desired strategic acquisitions in the future or causing us to make non-strategic divestitures; • increasing our exposure to the risk of increased interest rates insofar as current and future borrowings are subject to variable rates of interest; • making it more difficult for us to repay, refinance or satisfy our obligations with respect to our indebtedness; • limiting our ability to borrow additional funds and increasing the cost of any such borrowing; and • imposing restrictive covenants on our operations, which could result in an event of default if we are unable to comply, and absent any cure or waiver of such default ultimately could result in the acceleration of the such debt and potentially other debt with cross-acceleration or cross-default provisions. 19 Table of Contents There is no assurance that we will generate sufficient cash flow from operations or that future debt or equity financing will be available to us to enable us to pay our indebtedness.
These conditions include work slowdowns, work interruptions, strikes or other job actions by employees of suppliers, short-term weather conditions or more prolonged climate change, crop conditions, product recalls, water shortages, transportation interruptions, unavailability of fuel or increases in fuel costs, competitive demands, raw material shortages, geopolitical disruptions and natural disasters or other catastrophic events (including, but not limited to food-borne illnesses).
These conditions include work slowdowns, work interruptions, strikes or other job actions by employees of suppliers, challenges with workforce availability, short-term weather conditions or more prolonged climate change, crop conditions, animal diseases, product recalls, water shortages, transportation interruptions, unavailability of fuel or increases in fuel costs, competitive demands, raw material shortages, geopolitical disruptions and natural disasters or other catastrophic events (including, but not limited to food-borne illnesses).
The efficient operation of our businesses is highly dependent on computer hardware and software systems, including customized information technology systems. Additionally, our businesses increasingly involve the receipt, storage and transmission of sensitive data, including personal information about our customers, employees, and vendors and our proprietary business information. We also share information with vendors.
The efficient operation of our businesses is highly dependent on computer hardware and software systems, including customized information technology systems. Additionally, our businesses increasingly involve the receipt, storage and transmission of sensitive data, including personal information about our customers, employees and vendors and our proprietary business information.
Our ability to achieve the expected benefits of strategic transactions will depend on, among other things, our ability to effectively execute on our business strategies, integrate and manage the combined operations for acquisitions, retain customers and suppliers on terms similar to those in place prior to the transaction, achieve desired operating efficiencies and sales growth, optimize delivery routes, coordinate administrative and distribution functions, integrate management information systems, expand into new markets to include markets of the acquired business, retain our associates and retain and assimilate the acquired businesses’ employees and maintain our financial and internal controls and systems as we evolve our operations.
Strategic transactions present significant challenges and risks relating to execution. 16 Table of Contents Our ability to achieve the expected benefits of strategic transactions will depend on, among other things, our ability to effectively execute on our business strategies, integrate and manage the combined operations for acquisitions, retain customers and suppliers on terms similar to those in place prior to the transaction, achieve desired operating efficiencies and sales growth, optimize delivery routes, coordinate administrative and distribution functions, integrate management information systems, expand into new markets to include markets of the acquired business, retain our associates and retain and assimilate the acquired businesses’ employees and maintain our financial and internal controls and systems as we evolve our operations.
As the consumer demand for natural and organic products has increased, certain retailers and other producers have entered the market and attempted to buy certain raw materials directly, limiting availability for use in certain of our suppliers’ products.
As consumer demand for natural and organic products continues to increase, certain retailers and other producers have entered the market and attempted to buy certain raw materials directly, limiting availability for use in certain of our suppliers’ products.
We have been the focus of union-organizing efforts, and we believe it is likely that similar efforts will continue in the future. We are in the process of negotiating collective bargaining agreements with newly certified units. New contracts could have substantially less favorable terms than our existing contracts.
We have been the focus of union-organizing efforts, and we believe it is likely that similar efforts will continue in the future. We are in the process of negotiating collective bargaining agreements with newly certified units. New contracts could have substantially less favorable terms than our existing contracts. Our growth plans may not produce the results that we expect.
We may fail to realize the expected benefits of strategic transactions or fail to effectively integrate the businesses we acquire, which may adversely affect our business, financial condition and results of operations. We have engaged in, and could continue to pursue, strategic transactions. Strategic transactions present significant challenges and risks relating to execution.
We may fail to realize the expected benefits of strategic transactions or fail to effectively integrate the businesses we acquire, which may adversely affect our business, financial condition and results of operations. We have engaged in, and could continue to pursue, strategic transactions.
For example: 19 Table of Contents Environmental, Health and Safety : Our operations are subject to extensive and increasingly stringent laws and regulations pertaining to the protection of the environment, including those relating to the discharge of materials into the environment, the disposal of food by-products, the handling, treatment, and disposal of wastes, maintenance of refrigeration systems, and remediation of soil and groundwater contamination.
For example: 20 Table of Contents Environmental, Health and Safety : Our operations are subject to extensive and continually evolving laws and regulations pertaining to the protection of the environment, including those relating to the discharge of materials into the environment, the disposal of food by-products, recycling/end of life product management, the handling, treatment, and disposal of wastes, maintenance of refrigeration systems, and remediation of soil and groundwater contamination.
In addition, the unavailability of information technology systems or failure of these systems or software to perform as anticipated for any reason, including a ransomware attack, and any inability to respond to, or recover from, such an event, could disrupt our business, impact our customers and result in decreased performance, increased overhead costs and increased risk for liability, causing our business and results of operations to suffer.
The unavailability of information technology systems or failure of these systems or software to perform as anticipated for any reason, including a ransomware attack, and any inability to respond to, or recover from, such an event on a timely basis, could disrupt our ability to manage or conduct our business, impact our customers and result in decreased performance, reputational harm, governmental fines, penalties, regulatory proceedings, increased overhead costs and increased risk for liability, causing our business and results of operations to suffer.
As of August 3, 2024, we had approximately $2.1 billion of long-term debt outstanding.
As of August 2, 2025, we had approximately $1.9 billion of long-term debt outstanding.
For example, our largest customer accounted for approximately 23% of our Net sales in fiscal 2024.
For example, our largest customer accounted for approximately 25% of our Net sales in fiscal 2025.
Our existing personnel, systems, procedures and controls may not be adequate to support the future growth of our operations. In addition, we have recently appointed new executive leaders, and these transitions may be disruptive. Our inability to manage our growth effectively could have a material adverse effect on our business, financial condition or results of operations.
Our existing personnel, systems, procedures and controls may not be adequate to support the future growth of our operations. Our inability to manage our growth effectively could have a material adverse effect on our business, financial condition or results of operations.
We are also subject to supply chain uncertainties and increases in product costs based on conditions outside of our control.
We are also subject to supply chain uncertainties and increases in product costs based on conditions outside of our control, which may impact our ability to procure products efficiently.
We cannot assure you that these customers will maintain or increase their orders for the products supplied by us or that we will be able to maintain or add to our existing customer base.
These customers may not maintain or increase their orders for the products supplied by us, and we may not be able to maintain or add to our existing customer base.
Changes in these estimates, or changes in actual performance compared with these estimates, may affect the fair value of long-lived assets, which may result in an impairment charge. We cannot accurately predict the amount or timing of any impairment.
Changes in these estimates, or changes in actual performance compared with these estimates, may affect the fair value of long-lived assets, which may result in an impairment charge. We cannot accurately predict the amount or timing of any impairment. Should the value of long-lived assets become impaired, our financial condition and results of operations may be adversely affected.
Should the value of long-lived assets become impaired, our financial condition and results of operations may be adversely affected. 17 Table of Contents Economic Risks Changes in consumer purchasing habits could materially and adversely affect our business, financial condition or results of operations. Changes in consumer purchasing habits may reduce demand for certain of the products we distribute.
Economic Risks Changes in consumer purchasing habits could materially and adversely affect our business, financial condition or results of operations. Changes in consumer purchasing habits may reduce demand for certain of the products we distribute.
In addition, the costs may exceed our estimates and are expected to exceed the benefits during the early stages of implementation. Even if implementation progresses in accordance with our current plans, and within our current cost estimates, we may not achieve the expected efficiencies and cost savings from our investments.
Even if implementation progresses in accordance with our current plans, and within our current cost estimates, we may not achieve the expected efficiencies and cost savings from our investments.
We believe that our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not commercially reasonable to insure. These losses, should they occur, could have a material adverse effect on our business, financial condition or results of operations.
However, there are types of losses we may incur that cannot be insured against or that we believe are not commercially reasonable to insure. These losses, should they occur, could have a material adverse effect on our business, financial condition or results of operations. In addition, the cost of insurance fluctuates based upon our historical trends, market conditions, and availability.
We value constructive input from investors and regularly engage in dialogue with our stockholders regarding strategy and performance.
Activist investors could negatively impact our business and cause disruptions to our operations. We value constructive input from investors and regularly engage in dialogue with our stockholders regarding strategy and performance.
Our insurance and self-insurance programs may not be adequate to cover future claims. We use a combination of insurance and self-insurance to provide for potential liabilities, including workers’ compensation, general and auto liability, director and officer liability, property risk, cyber and privacy risks and employee healthcare benefits.
We use a combination of insurance and self-insurance to provide for potential liabilities, including workers’ compensation, general and auto liability, director and officer liability, property risk, cyber and privacy risks and employee healthcare benefits. We believe that our insurance coverage is customary for businesses of our size and type.
Wage Rates and Paid Leave : Changes in federal, state or local minimum wage and overtime laws or employee paid leave laws could cause us to incur additional wage costs, which could adversely affect our operating margins. Failure to comply with existing or new laws or regulations could result in significant damages, penalties and/or litigation costs.
Wage Rates and Paid Leave : Changes in federal, state or local minimum wage and overtime laws, laws relating to work productivity or employee paid leave laws could cause us to incur additional wage costs or state/local employment tax costs, which could adversely affect our operating margins.
Information Security : As a merchant that accepts debit and credit cards for payment, we are subject to the Payment Card Industry Data Security Standard (“PCI DSS”), issued by the PCI Council.
Failure to comply with existing or new laws or regulations could result in significant damages, penalties and/or litigation costs. Information Security : As a merchant that accepts debit and credit cards for payment, we are subject to the Payment Card Industry Data Security Standard (“PCI DSS”), issued by the PCI Council.
The financial condition of these pension plans may also negatively impact our debt ratings, which may increase the cost of borrowing or adversely affect our ability to access financial markets. Activist investors could negatively impact our business and cause disruptions to our operations.
The financial condition of these pension plans may also negatively impact our debt ratings, which may increase the cost of borrowing or adversely affect our ability to access financial markets. Our insurance and self-insurance programs may not be adequate to cover our claims.
In addition, the cost of insurance fluctuates based upon our historical trends, market conditions, and availability. In response to the current market, we have also increased deductibles and increased percentages of loss retention above the deductible for certain of our policies, which could expose us to higher costs in the event of a claim.
In response to the current market, we have also increased deductibles and increased percentages of loss retention above the deductible for certain of our policies, which could expose us to higher costs in the event of a claim. We estimate the liabilities and required reserves associated with the risks we retain.
As a result, increases in the cost of capital available to us, which could result from volatility in the credit markets, downgrades of our credit ratings, our not being in compliance with restrictive covenants under our debt agreements or our inability to access additional capital to finance acquisitions and capital expenditures through borrowed funds could restrict our ability to grow our business organically or through acquisitions, which could have a material adverse effect on our business, financial condition or results of operations. 16 Table of Contents In addition, our profit margins depend on strategic buying initiatives, such as discounted bulk purchases, which require spending significant amounts of working capital up-front to purchase products that we then sell over a multi-month time period.
As a result, increases in the cost of capital available to us, which could result from volatility in the credit markets, downgrades of our credit ratings, our not being in compliance with restrictive covenants under our debt agreements or our inability to access additional capital to finance acquisitions and capital expenditures through borrowed funds could restrict our ability to grow our business organically or through acquisitions, which could have a material adverse effect on our business, financial condition or results of operations.
If we are unable to increase these differentiated products and services, our business, financial condition or results of operations may be materially and adversely affected.
If we are unable to increase these differentiated products and services, our business, financial condition or results of operations may be materially and adversely affected. Our Conventional and Natural businesses could be adversely affected if we are not able to attract new customers, increase sales to or retain existing customers or if our customers are unable to grow their businesses.
Further, in a sustained economic downturn, consumers may shift their purchases to lower-cost, lower-margin products. Although there is a growing consumer preference for sustainable, organic and locally grown products, which are higher margin products, there can be no assurance that such trend will continue.
We cannot be certain how consumer habits may continue to evolve. Although there is a growing consumer preference for sustainable, organic and locally grown products, which are higher margin products, there can be no assurance that such trend will continue.
Activist stockholders who disagree with the composition of the Board of Directors, our strategy or the way the Company is managed may seek to effect change through various strategies and channels, such as through commencing a proxy contest, making public statements critical of our performance or business or engaging in other similar activities.
Activist stockholders who disagree with the composition of the Board of Directors, our strategy or the way the Company is managed may seek to effect change through various strategies and channels, such as through commencing a proxy contest, making public statements critical of our performance or business or engaging in other similar activities. 18 Table of Contents Responding to such actions by activist investors can be costly and time-consuming, disruptive to our operations and divert the attention of management, our Board of Directors and our employees, and our ability to execute our strategic plan could also be impaired as a result.
Failure to have adequate technology systems across the enterprise and any disruption to these systems could adversely impact our customer service, decrease the volume of our business, and result in increased costs negatively affecting our business, financial condition or results of operations.
Failure to have adequate technology systems across the enterprise and any disruption to these systems could adversely impact our customer service, decrease the volume of our business, and result in increased costs negatively affecting our business, financial condition or results of operations. 13 Table of Contents In our attempt to reduce operating expenses, increase operating efficiencies and better serve our customers and suppliers, we have invested and continue to invest in the development and implementation of new information technology.
The costs of such benefits continue to increase, and the extent of any increase depends on a number of different factors, many of which are beyond our control.
We provide single employer and multiemployer health, defined benefit pension and defined contribution benefits to many of our employees and, in some cases, former employees. The costs of such benefits continue to increase, and the extent of any increase depends on a number of different factors, many of which are beyond our control.
Additionally, the terms of some of our collective bargaining agreements may limit our ability to increase efficiencies. As of August 3, 2024, approximately 10,704 of our 28,333 employees (approximately 38%) were covered by 48 collective bargaining agreements, including existing agreements under negotiation, which expire through June 1, 2029.
Additionally, the terms of some of our collective bargaining agreements may limit our ability to increase efficiencies. As of August 2, 2025, approximately 10,768 of our 25,600 employees (approximately 42%) were covered by 57 collective bargaining agreements, including existing agreements under negotiation, which expire through March 22, 2030.
We estimate the liabilities and required reserves associated with the risks we retain. Any such estimates and actuarial projection of losses is subject to a considerable degree of variability.
Any such estimates and actuarial projection of losses is subject to a considerable degree of variability.
In addition, we remain focused on the automation of certain distribution centers and plan to develop further digital solutions for our customers, suppliers and associates. We may not be able to implement these technological enhancements at all or in the anticipated time frame and delays in implementation could negatively impact our business, financial condition or results of operations.
We may not be able to implement these technological enhancements at all or in the anticipated time frame and delays in implementation could negatively impact our business, financial condition or results of operations. In addition, the costs may exceed our estimates and are expected to exceed the benefits during the early stages of implementation.
We anticipate that capital expenditures will continue to be, and acquisitions may be, important to our growth in the future.
Historically, capital expenditures and acquisitions have been large components of our growth may be important to our growth in the future.
If actual losses incurred are greater than those anticipated, our reserves may be insufficient and additional costs could be recorded in our consolidated financial statements. If we suffer a substantial loss that exceeds our self-insurance reserves and any excess insurance coverage, the loss and attendant expenses could harm our business, financial condition, or results of operations.
If actual losses incurred are greater than those anticipated, our reserves may be insufficient and additional costs could be recorded in our consolidated financial statements.
Increases in healthcare, pension and other costs under the Company’s single employer benefit plan and multiemployer benefit plans could adversely affect our financial condition and results of operations. We provide single employer and multiemployer health, defined benefit pension and defined contribution benefits to many of our employees and, in some cases, former employees.
Achieving the anticipated benefits of strategic transactions also depends on the adequacy of our implementation plans and the ability of management to oversee and operate effectively any changes to the operations. Increases in healthcare, pension and other costs under the Company’s single employer benefit plan and multiemployer benefit plans could adversely affect our financial condition and results of operations.
In our attempt to reduce operating expenses, increase operating efficiencies and better serve our customers and suppliers, we have invested and continue to invest in the development and implementation of new information technology. We are in the process of converting our existing facilities into a single warehouse management and supply chain platform.
We are in the process of converting our existing facilities into a single warehouse management and supply chain platform. In addition, we remain focused on the automation of certain distribution centers and plan to develop further digital solutions for our customers, suppliers and associates.
Our wholesale distribution and services businesses could be adversely affected if we are not able to attract new customers, increase sales to or retain existing customers or if our customers are unable to grow their businesses. The profitability of our wholesale segment is dependent upon sufficient volume to support our operating infrastructure.
The profitability of our Natural and Conventional businesses is dependent upon sufficient volume to support our operating infrastructure.
Removed
Achieving the anticipated benefits of strategic transactions also depends on the adequacy of our implementation plans and the ability of management to oversee and operate effectively any changes to the operations. Our growth plans may not produce the results that we expect.
Added
Our information technology systems and those of our customers, business partners, suppliers, and third-party providers have been, and will continue to be, subject to cyberthreats such as computer viruses or other malicious codes, security breaches, ransomware, unauthorized access attempts, business email compromise, cyber extortion, denial of service attacks, phishing, deepfakes, social engineering, unintentional or malicious actions of employees or contractors, hacking and other cyberattacks attempting to exploit vulnerabilities by hackers, criminal groups, nation-states and nation-state-sponsored organizations and social-activist organizations, which risks may be more pronounced as associates continue to work remotely.
Removed
Information technology systems are vulnerable to not functioning as designed and to disruptions and security breaches by computer hackers and cyber terrorists, which risks may be more pronounced as associates continue to work remotely.
Added
We have seen and may continue to see an increase in the number of such attacks. For example, in the fourth quarter of fiscal 2025, we experienced the Cybersecurity Incident, which temporarily disrupted our business and impacted our results of operations.
Removed
Although we continue to take actions to strengthen the security of our information technology systems, these measures and technology may not adequately anticipate or prevent security breaches in the future or we may not be able to timely implement these measures and technology. Cyber-attacks are rapidly evolving and becoming increasingly frequent, sophisticated and difficult to detect.
Added
For further information regarding the Cybersecurity Incident, see “Cybersecurity” in Item 1C of Part I of this Annual Report on Form 10-K and Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Item 7 of Part II of this Annual Report on Form 10-K.
Removed
The failure to promptly detect, determine the extent of, appropriately respond to, and contain a significant data security attack or breach of our systems or any third-party system used by us could have a material adverse impact on our business, financial condition or results of operations.
Added
The rapid evolution and increased adoption of emerging technologies, such as artificial intelligence, may also increase the frequency and magnitude of cyberattacks on the Company and amplify our cybersecurity risks. Our security efforts and the security efforts of our third-party providers may not prevent or timely detect future attacks and resulting breaches or breakdowns of our databases or systems.
Removed
Any such failure also could result in the loss of credibility with our customers and damage to our reputation and future sales, including through negative publicity.
Added
Further, we are in the process of upgrading certain of our digital capabilities, including hardware, software and operating systems. If such systems are not successfully upgraded or replaced in a timely manner, system outages, disruptions or delays, or other issues may arise.
Removed
Responding to such actions by activist investors can be costly and time-consuming, disruptive to our operations and divert the attention of management, our Board of Directors and our employees, and our ability to execute our strategic plan could also be impaired as a result.
Added
In addition, our profit margins depend on strategic buying initiatives, such as discounted bulk purchases, which require spending significant amounts of working capital up-front to purchase products that we then sell over a multi-month time period.
Removed
For example, we experienced declines in certain of our sales channels as a result of changes in consumer purchasing habits related to the COVID-19 pandemic, including reductions in foodservice, bulk snacks, seeds and nuts and international categories, and we cannot be certain how consumer habits may continue to evolve.
Added
Further, in a sustained economic downturn, consumers may shift their purchases to lower-cost, lower-margin products. For example, recent price changes have shifted consumer purchasing habits toward value-oriented categories and private brands, while dampening demand for certain discretionary and higher-margin products, a dynamic that continues to shape both retailer mix and wholesale distribution.
Removed
There is no assurance that we will generate sufficient cash flow from operations or that future debt or equity financing will be available to us to enable us to pay our indebtedness.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeSuch policies and procedures cover areas such as identity and access management, vendor management, data governance and protection, vulnerability management, incident response, recovery, communications and cybersecurity hygiene. 22 Table of Contents We have not experienced any cybersecurity incidents that have materially impacted or are likely to materially impact our business strategy, results of operations or financial condition based on information known to us as of the date of this Annual Report.
Biggest changeOther than the Cybersecurity Incident, we have not experienced any cybersecurity incidents that have materially impacted or are likely to materially impact our business strategy, results of operations or financial condition.
This committee meets at least quarterly to review current program progress and discuss and evaluate risks that could be material to our business, including cybersecurity threats. The Information Security Steering Committee is comprised of key leadership across the Company to support cross-functional representation. 23 Table of Contents
This committee meets at least quarterly to review current program progress and discuss and evaluate risks that could be material to our business, including cybersecurity threats. The Information Security Steering Committee is comprised of key leadership across the Company to support cross-functional representation. 24 Table of Contents
Management’s Role in Assessing and Managing Material Risks from Cybersecurity Threats The information security function is led by our CISO, under the direction of our CIO. Our CISO, who has been serving in this position since January 2020, has over 20 years of experience in information security and is a Certified Information Systems Security Professional.
Management’s Role in Assessing and Managing Material Risks from Cybersecurity Threats The information security function is led by our CISO, under the direction of our CIO.
Added
Such policies and procedures cover areas such as identity and access management, vendor management, data governance and protection, vulnerability management, incident response, recovery, communications and cybersecurity hygiene. 23 Table of Contents In the fourth quarter of fiscal 2025, we became aware of unauthorized activity on certain of our information technology systems.
Added
We promptly activated our incident response plan and implemented containment measures, including proactively taking certain systems offline (the “Cybersecurity Incident”). As a result, our ability to fulfill and distribute customer orders was temporarily impacted until the unauthorized activity could be contained, and we could safely restore the core systems that our customers and suppliers use, enabling business operations to normalize.
Added
As a result of the Cybersecurity Incident, we experienced reduced sales volume and increased operational costs in the fourth quarter of fiscal 2025, which negatively impacted our results of operations.
Added
In fiscal 2025, following the retirement of our former CISO, we appointed an interim CISO who has over 20 years of experience in information technology and security and is a Certified Information Systems Security Professional.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table shows our dry and cold storage distribution and warehouse facilities and their associated owned and leased square footage occupied as of August 3, 2024: Location (1) Owned Square Footage Leased Square Footage Total Square Footage (in thousands) Hopkins, Minnesota (2) 1,866 — 1,866 Allentown, Pennsylvania — 1,327 1,327 Manchester, Pennsylvania — 1,319 1,319 Stockton, California — 1,290 1,290 Mechanicsville, Virginia (2) 1,249 — 1,249 Riverside, California — 1,171 1,171 Centralia, Washington — 1,155 1,155 Green Bay, Wisconsin — 1,080 1,080 York, Pennsylvania — 1,039 1,039 Joliet, Illinois — 988 988 Champaign, Illinois — 910 910 Pompano Beach, Florida — 903 903 Harrisburg, Pennsylvania — 883 883 Fort Wayne, Indiana (2) 871 — 871 Commerce, California — 858 858 Ridgefield, Washington (2) 779 — 779 Quincy, Florida (2) 758 — 758 Sarasota, Florida — 743 743 Pittsburgh, Pennsylvania 679 — 679 Atlanta, Georgia (2) 389 259 648 Lancaster, Texas — 590 590 Anniston, Alabama 465 105 570 Indianola, Mississippi (2) 543 — 543 Aurora, Colorado — 529 529 Montgomery, New York (2) 500 — 500 Rocklin, California (2) 469 — 469 Stevens Point, Wisconsin (2) 314 146 460 Gilroy, California (2) 447 — 447 Sturtevant, Wisconsin (2) 442 — 442 Moreno Valley, California — 434 434 Carlisle, Pennsylvania — 423 423 Howell Township, New Jersey (2) 397 — 397 Chesterfield, New Hampshire (2) 300 69 369 Richburg, South Carolina (2) 342 — 342 Fargo, North Dakota (2) 336 — 336 Oglesby, Illinois — 325 325 Dayville, Connecticut (2) 317 — 317 Greenwood, Indiana (2) 308 — 308 Prescott, Wisconsin (2) 307 — 307 Santa Fe Springs, California — 298 298 24 Table of Contents Location (1) Owned Square Footage Leased Square Footage Total Square Footage (in thousands) Iowa City, Iowa (2) 271 — 271 West Sacramento, California (2) 251 — 251 Bismarck, North Dakota (2) 244 — 244 Anniston, Alabama — 231 231 Billings, Montana (2) 220 — 220 Vaughan, Ontario — 180 180 Edison, New Jersey — 178 178 West Newell, Illinois (2) 155 — 155 Richmond, British Columbia — 126 126 Londonderry, New Hampshire — 124 124 Philadelphia, Pennsylvania — 100 100 West Sacramento, California (2) 85 — 85 Fife, Washington — 39 39 Montreal, Quebec — 31 31 Truckee, California — 8 8 Total 13,304 17,861 31,165 (1) Distribution centers and warehouses as presented here reflect the location of the main distribution center campus and warehouse combined with their related offsite storage used to supply customers from these locations.
Biggest changeThe following table shows our dry and cold storage distribution and warehouse facilities and their associated owned and leased square footage occupied as of August 2, 2025, presented by the segment primarily served by the facility: Location (1) Owned Square Footage Leased Square Footage Total Square Footage (in thousands) Natural: Manchester, Pennsylvania — 1,319 1,319 Riverside, California — 1,171 1,171 Sarasota North, Florida — 1,016 1,016 Ridgefield, Washington (2) 779 — 779 Sarasota, Florida — 763 763 Atlanta, Georgia (2) 389 259 648 Lancaster, Texas — 590 590 Aurora, Colorado — 529 529 Montgomery, New York (2) 500 — 500 Rocklin, California (2) 469 — 469 Gilroy, California (2) 447 — 447 Sturtevant, Wisconsin (2) 442 — 442 Moreno Valley, California — 434 434 Howell Township, New Jersey (2) 397 — 397 Chesterfield, New Hampshire (2) 300 69 369 Richburg, South Carolina (2) 342 — 342 Dayville, Connecticut (2) 317 — 317 Greenwood, Indiana (2) 308 — 308 Prescott, Wisconsin (2) 307 — 307 Iowa City, Iowa (2) 271 — 271 West Sacramento, California (2) 251 — 251 Vaughan, Ontario — 180 180 Edison, New Jersey — 178 178 Richmond, British Columbia — 126 126 Londonderry, New Hampshire — 124 124 Philadelphia, Pennsylvania — 100 100 West Sacramento, California (2) 85 — 85 Montreal, Quebec — 31 31 Truckee, California — 8 8 Total Natural 5,604 6,897 12,501 Conventional: Hopkins, Minnesota (2) 1,866 — 1,866 Allentown, Pennsylvania — 1,327 1,327 Stockton, California — 1,290 1,290 Mechanicsville, Virginia (2) 1,249 — 1,249 Centralia, Washington — 1,155 1,155 Green Bay, Wisconsin — 1,080 1,080 Joliet, Illinois — 988 988 25 Table of Contents Location (1) Owned Square Footage Leased Square Footage Total Square Footage (in thousands) Champaign, Illinois — 910 910 Pompano Beach, Florida — 903 903 Harrisburg, Pennsylvania — 883 883 Quincy, Florida (2) 758 — 758 Commerce, California — 695 695 Pittsburgh, Pennsylvania 679 — 679 Anniston, Alabama 465 105 570 Indianola, Mississippi (2) 543 — 543 Stevens Point, Wisconsin (2) 314 146 460 Carlisle, Pennsylvania — 423 423 Fargo, North Dakota (2) 336 — 336 Oglesby, Illinois — 325 325 Santa Fe Springs, California — 298 298 Anniston, Alabama — 231 231 West Newell, Illinois (2) 155 — 155 Fife, Washington — 39 39 Total Conventional 6,365 10,798 17,163 Total Distribution Centers 11,969 17,695 29,664 (1) Distribution centers and warehouses as presented here reflect the location of the main distribution center campus and warehouse combined with their related offsite storage used to supply customers from these locations.
(2) Includes 7 Cub Foods stores securing our Term Loan Facility. Corporate As of August 3, 2024, we had approximately 900 thousand square feet, 90% of which was leased, of surplus retail stores and warehouses, excluding assigned leases.
(2) Includes 7 Cub Foods stores securing our Term Loan Facility. Corporate As of August 2, 2025, we had approximately 3 million square feet, 58% of which was leased, of surplus warehouses, distribution centers and retail stores, excluding assigned leases.
Retail Stores The following table summarizes retail stores utilized by our Retail segment as of August 3, 2024: Retail Banner Number of Stores Owned Square Footage Leased Square Footage Total Square Footage (square footage in thousands) Cub Foods (1)(2) 54 1,194 2,507 3,701 Shoppers 22 — 1,273 1,273 Total 76 1,194 3,780 4,974 (1) Cub Foods stores include stores in which we have a controlling ownership interest and excludes 32 franchised Cub Foods full-line and separate liquor stores in which we have no ownership interest or a minority interest.
Retail Stores The following table summarizes retail stores utilized by our Retail segment as of August 2, 2025: Retail Banner Number of Stores Owned Square Footage Leased Square Footage Total Square Footage (square footage in thousands) Cub Foods (1)(2) 54 1,180 2,496 3,676 Shoppers 21 — 1,205 1,205 Total 75 1,180 3,701 4,881 (1) Cub Foods stores include stores in which we have a controlling ownership interest and excludes 32 franchised Cub Foods full-line and separate liquor stores in which we have no ownership interest or a minority interest.
As of August 3, 2024, we utilized approximately 253 thousand square feet of office space primarily related to our corporate offices located in Providence, Rhode Island as well as other smaller administrative offices across the United States. We own approximately 61 thousand square feet and lease the remaining 192 thousand square feet of our corporate office space.
As of August 2, 2025, we utilized approximately 131 thousand square feet of corporate office space across the United States, including our corporate headquarters located in Providence, Rhode Island. We own approximately 61 thousand square feet and lease the remaining 70 thousand square feet of our corporate office space. 26 Table of Contents
ITEM 2. PROPERTIES Distribution Centers We maintained 55 distribution centers and warehouses at August 3, 2024, which were utilized by our Wholesale segment and our other operating segments.
ITEM 2. PROPERTIES Distribution Centers We maintained 52 distribution centers and warehouses at August 2, 2025, which were utilized by our Natural and Conventional segments. Overlap between segments exists due to cross-docking and other supply chain integration.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+3 added−0 removed1 unchanged
Biggest changeOther than as set forth in Note 17—Commitments, Contingencies and Off-Balance Sheet Arrangements in Part II, Item 8 of this Annual Report, which is incorporated herein, there are no pending material legal proceedings to which we are a party or to which our property is subject. 25 Table of Contents ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II.
Biggest changeOther than as set forth in Note 17—Commitments, Contingencies and Off-Balance Sheet Arrangements in Part II, Item 8 of this Annual Report, which is incorporated herein, there are no pending material legal proceedings to which we are a party or to which our property is subject.
Added
Environmental Matter On December 31, 2024, the Company received a Notice of Potential Violation and Opportunity to Confer (“Notice”) from the U.S. Environmental Protection Agency (“EPA”) Region VI alleging violations of the Federal Clean Air Act Section 112(r) at one of the Company’s distribution centers. The alleged violations stem from an EPA inspection of the facility in December 2023.
Added
The Company conferred with the EPA and provided additional information with respect to the alleged violations and the Company’s corrective actions. Subsequent to the end of the fiscal year, on August 4, 2025, the EPA proposed a settlement and penalty based on the alleged violations.
Added
Confidential settlement negotiations with the EPA are ongoing and expected to be finalized in the form of a Consent Agreement and Final Order with an expected monetary penalty in excess of $300,000 by the end of the calendar year but is not expected to be material. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−1 removed5 unchanged
Biggest changeAugust 3, 2019 August 1, 2020 July 31, 2021 July 30, 2022 July 29, 2023 August 3, 2024 United Natural Foods, Inc. $ 100.00 $ 235.75 $ 393.35 $ 504.87 $ 246.08 $ 173.40 S&P SmallCap 600 Index $ 100.00 $ 93.77 $ 147.18 $ 137.99 $ 143.97 $ 155.88 S&P SmallCap 600 Food Distributors Index $ 100.00 $ 102.43 $ 168.28 $ 227.64 $ 184.82 $ 175.57 Issuer Purchases of Equity Securities On September 21, 2022, our Board of Directors authorized a repurchase program for up to $200 million of our common stock over a term of four years (the “2022 Repurchase Program”).
Biggest changeAugust 1, 2020 July 31, 2021 July 30, 2022 July 29, 2023 August 3, 2024 August 2, 2025 United Natural Foods, Inc. $ 100.00 $ 166.85 $ 214.16 $ 104.38 $ 73.55 $ 136.07 S&P SmallCap 600 Index $ 100.00 $ 156.95 $ 147.16 $ 153.53 $ 166.23 $ 165.65 S&P SmallCap 600 Food Distributors Index $ 100.00 $ 164.29 $ 222.24 $ 180.43 $ 171.40 $ 228.14 Issuer Purchases of Equity Securities On September 21, 2022, our Board of Directors authorized a repurchase program for up to $200 million of our common stock over a term of four years (the “2022 Repurchase Program”).
Our Term Loan Facility, ABL Credit Facility and Senior Notes contain terms that limit our ability to make cash dividends. 26 Table of Contents Comparative Stock Performance The following graph compares the yearly change in cumulative total stockholder returns on our common stock for the last five fiscal years with the cumulative return on the Standard & Poor’s (“S&P”) SmallCap 600 Index and the S&P SmallCap 600 Food Distributors Index.
Our Term Loan Facility, ABL Credit Facility and Senior Notes contain terms that limit our ability to make cash dividends. 27 Table of Contents Comparative Stock Performance The following graph compares the yearly change in cumulative total stockholder returns on our common stock for the last five fiscal years with the cumulative return on the Standard & Poor’s (“S&P”) SmallCap 600 Index and the S&P SmallCap 600 Food Distributors Index.
The comparison assumes the investment of $100 on August 3, 2019 in our common stock and in each of the indices and, in each case, assumes reinvestment of all dividends. The stock price performance shown below is not necessarily indicative of future performance.
The comparison assumes the investment of $100 on August 1, 2020 in our common stock and in each of the indices and, in each case, assumes reinvestment of all dividends. The stock price performance shown below is not necessarily indicative of future performance.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information, Holders and Dividends Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “UNFI”. On September 26, 2024, we had 73 stockholders of record.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information, Holders and Dividends Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “UNFI”. On September 25, 2025, we had 71 stockholders of record.
As of August 3, 2024, we had $138 million remaining authorized under the 2022 Repurchase Program. 27 Table of Contents Any repurchases are intended to be made in accordance with applicable securities laws from time to time in the open market, through privately negotiated transactions or otherwise.
As of August 2, 2025, we had $138 million remaining authorized under the 2022 Repurchase Program. We did not repurchase any shares of our common stock in fiscal 2025. 28 Table of Contents Any repurchases are intended to be made in accordance with applicable securities laws from time to time in the open market, through privately negotiated transactions or otherwise.
Removed
Under the 2022 Repurchase Program, we repurchased approximately 1,888,000 shares of our common stock for a total cost of $62 million in fiscal 2023. We did not repurchase any shares of our common stock in fiscal 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

130 edited+71 added−33 removed54 unchanged
Biggest changeLIQUIDITY AND CAPITAL RESOURCES Highlights • Total liquidity as of August 3, 2024 was $1,275 million and consisted of the following: ◦ $1,235 million of unused credit under our asset-based revolving credit facility (the “ABL Credit Facility”) as of August 3, 2024, which decreased $245 million from $1,480 million as of July 29, 2023, primarily due to increased borrowings under the ABL Credit Facility utilized to fund voluntary prepayments on the Term Loan Facility (as described below) and payments used in investing activities, partially offset by net cash flow from operating activities and higher levels of availability under the ABL Credit Facility resulting from the First ABL Amendment (defined below); and ◦ $40 million of cash and cash equivalents as of August 3, 2024, which increased $3 million from $37 million as of July 29, 2023. • Total debt increased $122 million to $2,085 million as of August 3, 2024 from $1,963 million as of July 29, 2023, primarily related to additional net borrowings under the ABL Credit Facility to fund payments used in investing activities and for debt issuance costs, partially offset by net cash flow from operating activities. • Working capital decreased $21 million to $1,037 million as of August 3, 2024 from $1,058 million as of July 29, 2023, primarily due to a decrease in inventory levels and an increase in accrued compensation and benefits, which were partially offset by a decrease in accounts payable combined with an increase in accounts receivable. • In the fourth quarter of fiscal 2024, we entered into an amendment to the ABL Loan Agreement (the “First ABL Amendment”) to execute on a First In, Last Out (“FILO”) tranche of incremental loans (the “ABL FILO Loan”) and used the $130 million in proceeds from the ABL FILO Loan and borrowings under the ABL Credit Facility to fund a $145 million voluntary prepayment on the Term Loan Facility. • Concurrent with the voluntary prepayment on the Term Loan Facility, we entered into an amendment to the Term Loan Agreement (the “Fourth Term Loan Amendment”) to reduce the principal amount of the Term Loan Facility to $500 million and extend the maturity to May 1, 2031. • In fiscal 2025, scheduled debt maturities are expected to be $6 million.
Biggest changeLIQUIDITY AND CAPITAL RESOURCES Highlights • Total liquidity as of August 2, 2025 was $1,497 million and consisted of the following: ◦ $1,453 million of unused credit under our asset-based revolving credit facility (the “ABL Credit Facility”), which increased $218 million from $1,235 million as of August 3, 2024, primarily due to a reduction of net borrowings under the ABL Credit Facility and an increase in the borrowing base; and ◦ $44 million of cash and cash equivalents, which increased $4 million from $40 million as of August 3, 2024. • Total debt decreased $223 million to $1,862 million as of August 2, 2025 from $2,085 million as of August 3, 2024, primarily related to debt repayments and a reduction in net borrowings under the ABL Credit Facility due to net cash provided by operating activities, partially offset by payments for capital expenditures and investments. • Working capital decreased $216 million to $821 million as of August 2, 2025 from $1,037 million as of August 3, 2024, primarily due to an increase in accounts payable to support higher purchasing levels combined with a decrease in inventory levels, partially offset by increases in accounts receivable from higher sales. 40 Table of Contents • In the fourth quarter of fiscal 2025, we made a voluntary prepayment of $100 million on the Term Loan Facility funded with incremental borrowings under the ABL Credit Facility. • In connection with the contract termination described further in Note 4—Restructuring, Acquisition and Integration Related Expenses, we paid $18 million in the fourth quarter of fiscal 2025 and an additional $18 million was paid subsequent to the end of fiscal 2025.
Plan trustees typically are responsible for determining the level of benefits to be provided to participants as well as the investment of the assets and plan administration. Trustees are appointed in equal number by employers and unions that are parties to the relevant collective bargaining agreements.
Plan trustees are typically responsible for determining the level of benefits to be provided to participants as well as the investment of the assets and plan administration. Trustees are appointed in equal number by employers and the unions that are parties to the relevant collective bargaining agreements.
However, the amount of any increase or decrease in contributions will depend on a variety of factors, including the results of our collective bargaining efforts, investment returns on the assets held in the plans, actions taken by the trustees who manage the plans and requirements under the Pension Protection Act of 2006, the Multiemployer Pension Reform Act and Section 412(e) of the Internal Revenue Code.
However, the amount of any increase or decrease in contributions will depend on a variety of factors, including the results of our collective bargaining efforts, investment returns on the assets held in the plans, actions taken by the trustees who manage the plans and requirements under the Pension Protection Act of 2006, the Multiemployer Pension Reform Act and Section 412 of the Internal Revenue Code.
EXECUTIVE OVERVIEW Business Overview UNFI is a leading distributor of grocery and non-food products, and support services provider to retailers in the United States and Canada. We believe we are uniquely positioned to provide the broadest array of products and services to customers throughout North America.
EXECUTIVE OVERVIEW Business Overview UNFI is a leading distributor of grocery and non-food products, and support services provider to retailers in the United States and Canada. We believe we are uniquely positioned to provide the broadest array of products, programs and services to customers throughout North America.
Furthermore, if we were to significantly reduce contributions, exit certain markets or otherwise cease making contributions to these plans, we could trigger a partial or complete withdrawal that could require us to record a withdrawal liability obligation and make withdrawal liability payments to the fund.
If we were to significantly reduce contributions, exit certain markets or otherwise cease making contributions to these plans, we could trigger a partial or complete withdrawal that could require us to record a withdrawal liability obligation and make withdrawal liability payments to the fund.
In the future, we may consider opportunities to limit the Company’s exposure to underfunded multiemployer pension obligations by moving our active associates in such plans to defined contribution plans, and withdrawing from the pension plan or continuing to participate in the plans for prior obligations.
In the future, we may consider opportunities to limit our exposure to underfunded multiemployer pension obligations by moving our active associates in such plans to defined contribution plans, and withdrawing from the pension plan or continuing to participate in the plans for prior obligations.
Pension and Other Postretirement Benefit Obligations We contributed $1 million and $1 million to our defined benefit pension and other postretirement benefit plans, respectively, in fiscal 2024. In fiscal 2025, no minimum pension contributions are required to be made to the SUPERVALU INC. Retirement Plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Pension and Other Postretirement Benefit Obligations We contributed $1 million and $1 million to our defined benefit pension and other postretirement benefit plans, respectively, in fiscal 2025. In fiscal 2026, no minimum pension contributions are required to be made to the SUPERVALU INC. Retirement Plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Expected rate of return on plan assets Our expected long-term rate of return on plan assets assumption is determined based on the portfolio’s actual and target composition, current market conditions, forward-looking return and risk assumptions by asset class, and historical long-term investment performance. The assumed long-term rate of return on pension assets was 6.25% for fiscal 2024.
Expected rate of return on plan assets Our expected long-term rate of return on plan assets assumption is determined based on the portfolio’s actual and target composition, current market conditions, forward-looking return and risk assumptions by asset class, and historical long-term investment performance. The assumed long-term rate of return on pension assets was 6.25% for fiscal 2025.
Loss (Gain) on Sale of Assets and Other Asset Charges Loss (gain) 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.
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.
Fiscal 2024 primarily includes $43 million in asset impairment charges related to one of our corporate-owned office locations, certain leased and owned distribution centers and certain retail store locations and $21 million in losses on the sales of receivables.
Fiscal 2024 primarily included $43 million in asset impairment charges related to one of our corporate-owned office locations, certain leased and owned distribution centers and certain retail store locations and $21 million in losses on the sales of receivables.
If these healthcare provisions cannot be renegotiated in a manner that reduces the prospective healthcare cost as we intend, our Operating expenses could increase in the future. 40 Table of Contents Refer to Note 13—Benefit Plans in Part II, Item 8 of this Annual Report for additional information regarding the plans in which we participate.
If these healthcare provisions cannot be renegotiated in a manner that reduces the prospective healthcare cost as we intend, our Operating expenses could increase in the future. Refer to Note 13—Benefit Plans in Part II, Item 8 of this Annual Report for additional information regarding the plans in which we participate.
The calculation of the Company’s tax liabilities includes addressing uncertainties in the application of complex tax regulations and is based on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
The calculation of our tax liabilities includes addressing uncertainties in the application of complex tax regulations and is based on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
We plan to continue to evaluate our distribution center network to further optimize performance and expect to incur incremental expenses related to any future network realignment, expansion or improvements, including network optimization and automation initiatives. We are working to both minimize these potential future costs and obtain new business to further improve the efficiency of our transforming distribution network.
We plan to continue to evaluate our distribution center network to further optimize performance and expect to incur incremental expenses related to any future network realignment, expansion or improvements, including network optimization and automation initiatives. We are working to both minimize future costs and obtain new business to further improve the efficiency of our distribution network.
We assess the relative attractiveness of the use of cash to accelerate contributions considering such factors as expected return on assets, discount rates, cost of debt, reducing or eliminating required Pension Benefit Guaranty Corporation variable rate premiums or in order to achieve exemption from participant notices of underfunding.
We assess the relative attractiveness of the use of cash to accelerate contributions considering such factors as expected return on assets, discount rates, cost of debt, reducing or eliminating required Pension Benefit Guaranty Corporation variable rate premiums or the ability to achieve exemption from participant notices of underfunding.
(5) Reflects costs associated with business transformation initiatives, primarily including third-party consulting costs and licensing costs, and third-party professional service fees related to the board-led financial review in fiscal 2024, all of which are included within Operating expenses in the Consolidated Statements of Operations.
(3) Reflects costs associated with business transformation initiatives, primarily including third-party consulting costs and licensing costs, and third-party professional service fees related to strategic initiatives and the board-led financial review in fiscal 2024, all of which are included within Operating expenses in the Consolidated Statements of Operations.
We believe we are North America’s premier grocery wholesaler with 55 distribution centers and warehouses representing approximately 31 million square feet of warehouse space. We are a coast-to-coast distributor with customers in all 50 states as well as all ten provinces in Canada, making us a desirable partner for retailers and consumer product manufacturers.
We believe we are North America’s premier grocery wholesaler with 52 distribution centers and warehouses representing approximately 30 million square feet of warehouse space. We are a coast-to-coast distributor with customers in all 50 states as well as all ten provinces in Canada, making us a desirable partner for retailers and consumer product manufacturers.
When holding inventory levels and mix constant, as of August 3, 2024, we estimate a 50 basis point increase in the inflation rate on our ending LIFO-based inventory would result in an $8 million increase in the LIFO charge on an annualized basis. Vendor funds We receive funds from many of the vendors whose products we buy for resale.
When holding inventory levels and mix constant, as of August 2, 2025, we estimate a 50 basis point increase in the inflation rate on our ending LIFO-based inventory would result in an $8 million increase in the LIFO charge on an annualized basis. Vendor funds We receive funds from many of the vendors whose products we buy for resale.
Our continued access to short-term and long-term financing through credit markets depends on numerous factors, including the condition of the credit markets and our results of operations, cash flows, financial position and credit ratings. Primary uses of cash include debt service, capital expenditures, working capital maintenance, investments in cloud technologies and income tax payments.
Our continued access to short-term and long-term financing through credit markets depends on numerous factors, including the condition of the credit markets and our results of operations, cash flows, financial position and credit ratings. Primary uses of cash include debt service, capital expenditures, working capital maintenance depending on seasonality and other fluctuations, investments in cloud technologies and income tax payments.
Refer to Note 8—Derivatives in Part II, Item 8 and Interest Rate Risk in Part II, Item 7A of this Annual Report for additional information. From time-to-time, we enter into fixed price fuel supply agreements and foreign currency hedges . As of August 3, 2024, we had fixed price fuel contracts and foreign currency forward agreements outstanding.
Refer to Note 8—Derivatives in Part II, Item 8 and Interest Rate Risk in Part II, Item 7A of this Annual Report for additional information. From time-to-time, we enter into fixed price fuel supply agreements and foreign currency hedges . As of August 2, 2025, we had fixed price fuel contracts and foreign currency forward agreements outstanding.
Management believes the following critical accounting estimates reflect our more subjective or complex judgments and estimates used in the preparation of our Consolidated Financial Statements. Inventories Inventories are valued at the lower of cost or market. Substantially all of our inventories consist of finished goods. Inventories are recorded net of vendor allowances and cash discounts.
Management believes the following critical accounting estimates reflect our more subjective or complex judgments and estimates used in the preparation of our Consolidated Financial Statements. 44 Table of Contents Inventories Inventories are predominantly valued at the lower of cost or market. Substantially all of our inventories consist of finished goods. Inventories are recorded net of vendor allowances and cash discounts.
We typically finance working capital needs with cash provided from operating activities and short-term borrowings. Inventories are managed primarily through demand forecasting and replenishing depleted inventories. 37 Table of Contents We currently do not pay a dividend on our common stock.
We typically finance working capital needs with cash provided from operating activities and short-term borrowings. Inventories are managed primarily through demand forecasting and replenishing depleted inventories. We currently do not pay a dividend on our common stock.
Expense is recognized in connection with these plans as contributions are funded, in accordance with GAAP. We made contributions to these plans, and recognized expense of $47 million, $48 million and $45 million in fiscal 2024, 2023 and 2022, respectively.
Expense is recognized in connection with these plans as contributions are funded, in accordance with GAAP. We made contributions to these plans, and recognized expense of $48 million, $47 million and $48 million in fiscal 2025, 2024 and 2023, respectively.
(2) Fiscal 2024 primarily includes a $21 million non-cash asset impairment charge related to one of our corporate-owned office locations in the first quarter of fiscal 2024, a $7 million non-cash asset impairment charge related to the decision to close certain retail store locations in the third quarter of fiscal 2024, a $15 million non-cash impairment charge related to the decision to close certain leased and owned distribution center locations in the fourth quarter of fiscal 2024 and $21 million in losses on the sales of receivables under the accounts receivable monetization program.
Fiscal 2024 primarily includes a $21 million non-cash asset impairment charge related to one of our corporate-owned office locations, a $7 million non-cash asset impairment charge related to the decision to close certain retail store locations, a $15 million non-cash impairment charge related to the decision to close certain leased and owned distribution center locations and $21 million in losses on the sales of receivables under the accounts receivable monetization program.
In making this evaluation, the Company considers the statutory recovery periods for the assets, along with available sources of future taxable income, including reversals of existing and future taxable temporary differences, tax planning strategies, history of taxable income and projections of future income.
In making this evaluation, we consider the statutory recovery periods for the assets, along with available sources of future taxable income, including reversals of existing and future taxable temporary differences, tax planning strategies, history of taxable income and projections of future income.
Income taxes The Company accounts for income taxes under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
The Company gives more significance to objectively verifiable evidence, such as the existence of deferred tax liabilities that are forecast to generate taxable income within the relevant carryover periods and a history of earnings.
We give more significance to objectively verifiable evidence, such as the existence of deferred tax liabilities that are forecast to generate taxable income within the relevant carryover periods and a history of earnings.
An insignificant amount of contributions are expected to be made to defined benefit pension plans and postretirement benefit plans in fiscal 2025. We fund our defined benefit pension plan based on the minimum contribution required under ERISA, the Pension Protection Act of 2006 and other applicable laws and additional contributions made at our discretion.
An insignificant amount of contributions is expected to be made to other defined benefit pension plans and postretirement benefit plans in fiscal 2026. We fund our tax-qualified defined benefit pension plan based on the minimum contribution required under ERISA, the Pension Protection Act of 2006 and other applicable laws and additional contributions made at our discretion.
Each 25-basis point reduction in the discount rate would increase our projected pension benefit obligation by $36 million, as of August 3, 2024, and for fiscal 2024 would increase Net periodic benefit income by approximately $2 million.
Each 25-basis point reduction in the discount rate would increase our projected pension benefit obligation by $32 million, as of August 2, 2025, and for fiscal 2025 would increase Net periodic benefit income by approximately $2 million.
We will manage the timing of any repurchases of our common stock in response to market conditions and other relevant factors, including any limitations on our ability to make repurchases under the terms of our ABL Credit Facility, Term Loan Facility and Senior Notes.
We did not repurchase any shares of our common stock in fiscal 2025. We will manage the timing of any repurchases of our common stock in response to market conditions and other relevant factors, including any limitations on our ability to make repurchases under the terms of our ABL Credit Facility, Term Loan Facility and Senior Notes.
The 53rd week in fiscal 2024 had no impact on Restructuring, acquisition and integration related expenses or Loss on sale of assets and other asset charges. RESULTS OF OPERATIONS Fiscal year ended August 3, 2024 (fiscal 2024) compared to fiscal year ended July 29, 2023 (fiscal 2023) Net Sales The following table sets forth our Net sales by customer channel.
The 53rd week in fiscal 2024 had no impact on Restructuring, acquisition and integration related expenses or Loss on sale of assets and other asset charges. RESULTS OF OPERATIONS Fiscal year ended August 2, 2025 (fiscal 2025) compared to fiscal year ended August 3, 2024 (fiscal 2024) Net Sales The following table sets forth our Net sales by segment.
In fiscal 2025, we expect to contribute approximately $51 million to multiemployer plans, subject to the outcome of collective bargaining and capital market conditions.
In fiscal 2026, we expect to contribute approximately $50 million to multiemployer plans, subject to the outcome of collective bargaining and capital market conditions.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to: • our dependence on principal customers; • the relatively low margins of our business, which are sensitive to inflationary and deflationary pressures and intense competition, including as a result of the continuing consolidation of retailers and the growth of consumer choices for grocery and consumable purchases; • our ability to realize the anticipated benefits of our strategic initiatives; • changes in relationships with our suppliers; • our ability to operate, and rely on third parties to operate, reliable and secure technology systems; • labor and other workforce shortages and challenges; • the addition or loss of significant customers or material changes to our relationships with these customers; • our ability to realize anticipated benefits of strategic transactions; • our ability to continue to grow sales, including of our higher margin natural and organic foods and non-food products; • our ability to maintain sufficient volume in our wholesale distribution and services businesses to support our operating infrastructure; • our ability to access additional capital; • increases in healthcare, pension and other costs under our single employer benefit plan and multiemployer benefit plans; • the potential for additional asset impairment charges; • our sensitivity to general economic conditions including inflation, changes in disposable income levels and consumer purchasing habits; 28 Table of Contents • our ability to timely and successfully deploy our warehouse management system throughout our distribution centers and our transportation management system across the Company and to achieve efficiencies and cost savings from these efforts; • the potential for disruptions in our supply chain or our distribution capabilities from circumstances beyond our control, including due to lack of long-term contracts, severe weather, labor shortages or work stoppages or otherwise; • moderated supplier promotional activity, including decreased forward buying opportunities; • union-organizing activities that could cause labor relations difficulties and increased costs; • our ability to maintain food quality and safety; and • volatility in fuel costs.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to: • our dependence on principal customers; • the relatively low margins of our business, which are sensitive to inflationary and deflationary pressures and intense competition, including as a result of the continuing consolidation of retailers and the growth of consumer choices for grocery and consumable purchases; • our ability to realize the anticipated benefits of our strategic initiatives; • changes in relationships with our suppliers; • our ability to develop, implement, operate and maintain, and rely on third parties to operate and maintain, reliable and secure technology systems, and the effectiveness of our business continuity plans in response to an incident impacting our technology systems, such as the unauthorized incident on our technology systems; • labor and other workforce shortages and challenges; • the addition or loss of significant customers or material changes to our relationships with these customers; • our ability to realize anticipated benefits of strategic transactions; • our ability to continue to grow sales, including of our higher margin natural and organic foods and non-food products; • our ability to maintain sufficient volume in our Natural and Conventional businesses to support our operating infrastructure; • our ability to access additional capital; • increases in healthcare, pension and other costs under our single employer benefit plan and multiemployer benefit plans; 29 Table of Contents • the potential for additional asset impairment charges; • our sensitivity to general economic conditions including inflation, tariff policy and changes in disposable income levels and consumer purchasing habits; • our ability to timely and successfully deploy our warehouse management system throughout our distribution centers and our transportation management system across the Company and to achieve efficiencies and cost savings from these efforts; • the potential for disruptions in our supply chain or our distribution capabilities from circumstances beyond our control, including due to lack of long-term contracts, severe weather, labor shortages or work stoppages or otherwise; • the effect of adverse decisions in, or settlement of, litigation or other proceedings to which we are subject; • moderated supplier promotional activity, including decreased forward buying opportunities; • union-organizing activities that could cause labor relations difficulties and increased costs; • changes in tax laws and regulations, and actions by federal, state and local taxing authorities related to the interpretation and application of such tax laws and regulations; • our ability to maintain food quality and safety; and • volatility in fuel costs.
These fixed rates range from 2.403% to 4.130%, with maturities between October 2024 and June 2028. The fair values of these interest rate derivatives represent a total net asset of $0 million as of August 3, 2024, and are subject to volatility based on changes in market interest rates.
These fixed rates range from 2.475% to 4.130%, with maturities between October 2025 and June 2028. The fair values of these interest rate derivatives represent a total net liability of $2 million as of August 2, 2025, and are subject to volatility based on changes in market interest rates.
The decrease in Operating income was primarily driven by an increase in Operating expenses, an increase in Restructuring, acquisition and integration related expenses and an increase in Loss on sale of assets and other asset charges, partially offset by an increase in Gross profit.
The decrease was primarily driven by an increase in Restructuring, acquisition and integration related expenses and Operating expenses, partially offset by an increase in Gross profit and a decrease in Loss on sale of assets and other asset charges, each as described above.
As of August 3, 2024, approximately $1.9 billion or 82% of inventory was valued under the LIFO method, before the application of any LIFO reserve, and primarily included grocery, frozen food and general merchandise products, with the remaining inventory valued under the first-in, first-out method and primarily included meat, dairy and deli products.
As of August 2, 2025, approximately $1.8 billion or 81% of inventory was valued under the LIFO method, before the application of any LIFO reserve, and primarily included grocery, frozen food and general merchandise products, with the remaining inventory valued under the first-in, first-out method and primarily included meat, dairy and deli products.
Retail Net sales decreased $44 million in fiscal 2024 as compared to fiscal 2023. The 53rd week in fiscal 2024 contributed an estimated $45 million to Retail Net sales. Excluding the impact of the 53rd week, Retail Net sales decreased $89 million, or 3.6%, primarily due to lower volume and store closures. Identical store sales decreased 3.7%.
The 53rd week in fiscal 2024 contributed an estimated $45 million to Retail Net sales. Excluding the impact of the 53rd week, Retail Net sales decreased approximately 3.6%, primarily due to lower volume and store closures. Identical store sales decreased 3.7%.
We believe our total product assortment and service offerings are unmatched by our wholesale competitors. We plan to continue to pursue new business opportunities with independent retailers that operate diverse formats, regional and national chains, as well as international customers with wide-ranging needs.
We believe our total product assortment and service offerings are unmatched by our wholesale competitors. We plan to continue to pursue new business opportunities with independent retailers that operate diverse formats, regional and national chains, as well as international customers with wide-ranging needs. Our business is classified into three reportable segments: Natural, Conventional and Retail.
During 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 2024 purchases, the effect of which decreased Cost of sales by approximately $15 million in fiscal 2024.
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.
Reflecting the factors described in more detail above, Net loss attributable to United Natural Foods, Inc. was $112 million, or $1.89 per diluted common share, for fiscal 2024, compared to Net income attributable to United Natural Foods, Inc. of $24 million, or $0.40 per diluted common share, for fiscal 2023.
Reflecting the factors described in more detail above, Net loss attributable to United Natural Foods, Inc. was $118 million, or $1.95 per diluted common share, for fiscal 2025, compared to Net loss attributable to United Natural Foods, Inc. of $112 million, or $1.89 per diluted common share, for fiscal 2024.
Unfavorable tax settlements will generally require the use of cash and may result in an increase to our effective tax rate in the period of resolution. Favorable tax settlements may be recognized as a reduction to our effective tax rate in the period of resolution.
Unfavorable tax settlements will generally require the use of cash and may result in an increase to our effective tax rate in the period of resolution.
If the first-in, first-out (“FIFO”) method had been used, Inventories, net, would have been higher by approximately $351 million and $344 million at August 3, 2024 and July 29, 2023, respectively.
If the first-in, first-out (“FIFO”) method had been used, Inventories, net, would have been higher by approximately $349 million and $351 million at August 2, 2025 and August 3, 2024, respectively.
Within the following table, we have estimated the impact of the additional 53rd week in fiscal 2024 to provide more comparable financial results on a year-over-year basis.
Within the following results of operations, we have estimated the impact of the additional week in fiscal 2024, where applicable and estimable, to provide more comparable financial results on a year-over-year basis.
Cost of Sales and Gross Profit The principal components of our Cost of sales include the amounts paid to suppliers for product sold, plus transportation costs necessary to bring the product to, or move product between, our distribution centers and retail stores, partially offset by consideration received from suppliers in connection with the purchase or promotion of the suppliers’ products.
Cost of Sales and Gross Profit The principal components of our Cost of sales include the amounts paid to suppliers for product sold, plus transportation costs necessary to bring the product to, or move product between, our distribution centers and retail stores, partially offset by consideration received from suppliers in connection with the purchase, transportation or promotion of the suppliers’ products. 32 Table of Contents Operating Expenses Operating expenses include distribution expenses of warehousing, delivery, purchasing, receiving, selecting, and outbound transportation expenses, and selling and administrative expenses.
We expect to be able to fund debt maturities and finance lease liabilities through fiscal 2025 with internally generated funds and borrowings under the ABL Credit Facility. Our primary sources of liquidity are from internally generated funds and from borrowing capacity under the ABL Credit Facility.
Our credit facilities are secured by a substantial portion of our total assets. We expect to be able to fund debt maturities and finance lease liabilities through fiscal 2026 with internally generated funds and borrowings under the ABL Credit Facility. Our primary sources of liquidity are from internally generated funds and from borrowing capacity under the ABL Credit Facility.
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 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. Net Loss Attributable to United Natural Foods, Inc.
Adjusted EBITDA excludes certain items because they are non-cash items or items that do not reflect management’s assessment of ongoing business performance. 31 Table of Contents We believe Adjusted EBITDA is useful because it provides additional information regarding factors and trends affecting our business, which are used in the business planning process to understand expected operating performance, to evaluate results against those expectations, and because of its importance as a measure of underlying operating performance, as the primary compensation performance measure under certain compensation programs and plans.
We believe Adjusted EBITDA is useful because it provides additional information regarding factors and trends affecting our business, which are used in the business planning process to understand expected operating performance, to evaluate results against those expectations, and because of its importance as a measure of underlying operating performance, as the primary compensation performance measure under certain compensation programs and plans.
Gains and losses and the outstanding assets and liabilities from these arrangements are insignificant. Payments for Capital Expenditures and Cloud Technology Implementation Expenditures Our capital expenditures for fiscal 2024 were $345 million compared to $323 million for fiscal 2023, an increase of $22 million.
Gains and losses and the outstanding assets and liabilities from these arrangements are insignificant. Payments for Capital Expenditures and Cloud Technology Implementation Expenditures Our capital expenditures for fiscal 2025 were $231 million compared to $345 million for fiscal 2024, a decrease of $114 million.
As we continue to work to find solutions to underfunded multiemployer pension plans, it is possible we could incur withdrawal liabilities for certain additional multiemployer pension plan obligations in the future as we actively negotiate new collective bargaining agreements with a number of our unions in due course.
As we continue to work to find solutions to underfunded multiemployer pension plans, it is possible we could incur withdrawal liabilities for certain additional multiemployer pension plan obligations in the future as we actively negotiate new collective bargaining agreements with a number of our unions in due course. 46 Table of Contents The American Rescue Plan Act (“ARPA”) established the Special Financial Assistance (“SFA”) Program for financially troubled multiemployer pension plans.
We define Adjusted EBITDA as a consolidated measure which we reconcile by adding Net (loss) income including noncontrolling interests, less Net income attributable to noncontrolling interests, plus Non-operating income and expenses, including Net periodic benefit income, excluding service cost, Interest expense, net and Other (income) expense, net, plus (Benefit) provision for income taxes and Depreciation and amortization all calculated in accordance with GAAP, plus adjustments for Share-based compensation, non-cash LIFO charge or benefit, Restructuring, acquisition and integration related expenses, Goodwill impairment charges, Loss (gain) on sale of assets and other asset charges, certain legal charges and gains, and certain other non-cash charges or other items, as determined by management.
There are significant limitations to using Adjusted EBITDA as a financial measure including, but not limited to, it not reflecting the cost of cash expenditures for capital assets or certain other contractual commitments, finance lease obligation and debt service expenses, income taxes and any impacts from changes in working capital. 33 Table of Contents We define Adjusted EBITDA as a consolidated measure which we reconcile by adding Net (loss) income including noncontrolling interests, less Net income attributable to noncontrolling interests, plus Non-operating income and expenses, including Net periodic benefit income, excluding service cost, Interest expense, net and Other (income) expense, net, plus (Benefit) provision for income taxes and Depreciation and amortization all calculated in accordance with GAAP, plus adjustments for Share-based compensation, non-cash LIFO charge or benefit, Restructuring, acquisition and integration related expenses, Goodwill impairment charges, Loss (gain) on sale of assets and other asset charges, certain legal charges and gains, and certain other non-cash charges or other items, as determined by management.
The increase in net cash used in investing activities was primarily due to increased payments for capital expenditures in fiscal 2024.
The decrease in net cash used in investing activities was primarily due to lower payments for capital expenditures.
Accruals for workers’ compensation, general and automobile liabilities totaled $89 million and $97 million as of August 3, 2024 and July 29, 2023, respectively.
Accruals for workers’ compensation, general and automobile liabilities totaled $100 million and $89 million as of August 2, 2025 and August 3, 2024, respectively.
We set our rate to reflect the yield of a portfolio of high quality, fixed-income debt instruments that would produce cash flows sufficient in timing and amount to settle projected future benefits.
The discount rate reflects the current rate at which the associated liabilities could be effectively settled at the end of the year. We set our rate to reflect the yield of a portfolio of high quality, fixed-income debt instruments that would produce cash flows sufficient in timing and amount to settle projected future benefits.
A valuation allowance is provided when the Company concludes, based on all available evidence, that it is more likely than not that the deferred tax assets will not be realized during the applicable recovery period.
A valuation allowance is provided when we conclude, based on all available evidence, that it is more likely than not that the deferred tax assets will not be realized during the applicable recovery period. The OBBBA was signed into law on July 4, 2025.
Vendor funds that have been earned as a result of completing the required performance under the terms of the underlying agreements but for which the product has not yet been sold are recognized as reductions to the value of on-hand inventory. 41 Table of Contents The amount and timing of recognition of vendor funds as well as the amount of vendor funds to be recognized as a reduction to ending inventory requires management judgment and estimates.
Vendor funds that have been earned as a result of completing the required performance under the terms of the underlying agreements but for which the product has not yet been sold are recognized as reductions to the value of on-hand inventory.
Our capital spending for fiscal 2024 and 2023 principally included supply chain and information technology expenditures, including investments in growth initiatives and maintenance expenditures. Fiscal 2024 included $281 million of distribution center improvements, technology and other expenditures, $41 million of investments in new distribution centers, primarily the new Manchester, Pennsylvania distribution center, and $23 million of Retail expenditures.
Our capital spending for fiscal 2025 and 2024 principally included supply chain and information technology expenditures, including investments in growth initiatives and maintenance expenditures. Fiscal 2025 included $193 million of distribution center improvements, technology and other expenditures, including investments in automation, $20 million of Retail expenditures and $18 million of investments in new distribution centers.
Refer to Note 9—Long-Term Debt in Part II, Item 8 of this Annual Report for additional information.
Refer to Note 16—Business Segments in Part II, Item 8 of this Annual Report for additional information.
Refer to Note 9—Long-Term Debt in Part II, Item 8 of this Annual Report for further detail of our scheduled debt maturities by fiscal year and by debt instrument, which excludes debt prepayments that may be required from Excess Cash Flow (as defined in the Term Loan Agreement) generated or sales of mortgaged properties in fiscal 2025 or beyond.
If we fail to comply with any of these covenants, we may be in default under the applicable debt agreement, and all amounts due thereunder may become immediately due and payable. 41 Table of Contents Refer to Note 9—Long-Term Debt in Part II, Item 8 of this Annual Report for further detail of our scheduled debt maturities by fiscal year and by debt instrument, which excludes debt prepayments that may be required from Excess Cash Flow (as defined in the Term Loan Agreement) generated or sales of mortgaged properties in fiscal 2026 or beyond.
For a comparison of our consolidated results of operations, segment results and financial position for fiscal years 2023 and 2022, see Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, in our Annual Report on Form 10-K for the fiscal year ended July 29, 2023, filed with the Securities and Exchange Commission on September 26, 2023.
For a comparison of our consolidated results of operations and financial position for fiscal years 2024 and 2023, see Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, in our Annual Report on Form 10-K for the fiscal year ended August 3, 2024, filed with the Securities and Exchange Commission on October 1, 2024, as supplemented by the additional discussion below, which includes a comparison of our segment results for fiscal years 2024 and 2023 reflecting our updated segments.
Segment Results of Operations In evaluating financial performance in each business segment, management primarily uses Net sales and Adjusted EBITDA of its business segments as discussed and reconciled within Note 16—Business Segments in Part II, Item 8 of this Annual Report and the above table within the Executive Overview section.
The following includes a comparison of our consolidated results of operations, segment results and financial position for fiscal years 2025 and 2024. In evaluating financial performance in each business segment, management primarily uses Net sales and Adjusted EBITDA of its business segments as discussed and reconciled within Note 16—Business Segments in Part II, Item 8 of this Annual Report.
The American Rescue Plan Act (“ARPA”) established the Special Financial Assistance (“SFA”) Program for financially troubled multiemployer pension plans. Under ARPA, eligible multiemployer pension plans can apply to receive a cash payment intended to keep the plan solvent and able to pay pension benefits through the plan year ending 2051.
Under ARPA, eligible multiemployer pension plans can apply to receive a cash payment intended to keep the plans solvent and able to pay pension benefits through the plan year ending 2051.
We measure our defined benefit pension and other postretirement plan obligations as of the nearest calendar month end. Refer to Note 13—Benefit Plans in Part II, Item 8 of this Annual Report for information related to the actuarial assumptions used in determining pension and postretirement healthcare liabilities and expenses.
Refer to Note 13—Benefit Plans in Part II, Item 8 of this Annual Report for information related to the actuarial assumptions used in determining pension and postretirement healthcare liabilities and expenses. Discount rates We review and select the discount rate to be used in connection with our pension and other postretirement obligations annually.
Based on our Excess Cash Flow (as defined in the Term Loan Agreement) in fiscal 2024, no prepayment from Excess Cash Flow in fiscal 2024 is required to be made in fiscal 2025.
Based on our Consolidated First Lien Net Leverage Ratio (as defined in the Term Loan Agreement) at the end of fiscal 2025, no prepayment from Excess Cash Flow in fiscal 2025 is required to be made on the Term Loan Facility in fiscal 2026.
Retail Operations We currently operate 76 retail grocery stores, including 54 Cub Foods corporate stores and 22 Shoppers Food Warehouse stores. In addition, we supply another 26 Cub Foods stores operated by our Wholesale customers through franchise and equity ownership arrangements. We operate 81 pharmacies primarily within the stores we operate and the stores of our franchisees.
Retail Operations We operated 75 grocery stores, including 54 Cub Foods stores and 21 Shoppers stores, as of August 2, 2025. In addition, we supplied another 26 Cub Foods stores operated by our wholesale customers through franchise and minority equity ownership arrangements. We operated 80 pharmacies primarily within the stores we operate and the stores of our franchisees.
Lower eliminations of Net sales for fiscal 2024 as compared to fiscal 2023 were primarily due to a decrease in Wholesale to Retail sales, which are eliminated upon consolidation. Adjusted EBITDA Wholesale Adjusted EBITDA decreased 11.9% for fiscal 2024 as compared to fiscal 2023.
Lower eliminations of Net sales for fiscal 2024 as compared to fiscal 2023 were primarily due to a decrease in Conventional to Retail sales, which are eliminated upon consolidation. Adjusted EBITDA The following table sets forth Adjusted EBITDA by segment for the periods indicated.
Recently Issued Financial Accounting Standards For a discussion of recently issued financial accounting standards, refer to Note 2—Recently Adopted and Issued Accounting Pronouncements in Part II, Item 8 of this Annual Report.
Refer to Note 14—Income Taxes in Part II, Item 8 of this Annual Report for more information relating to effects of the new tax legislation on the Company. Recently Issued Financial Accounting Standards For a discussion of recently issued financial accounting standards, refer to Note 2—Recently Adopted and Issued Accounting Pronouncements in Part II, Item 8 of this Annual Report.
Generally, in an inflationary environment as a wholesaler, rising vendor costs result in higher Net sales driven by higher vendor prices when other variables such as quantities sold and vendor promotions are constant. In fiscal 2024, we experienced fewer and less significant vendor product cost increases as compared to fiscal 2023.
Generally, in an inflationary environment as a wholesaler, rising vendor costs result in higher Net sales driven by higher vendor prices when other variables such as quantities sold, mix of units sold and vendor promotions are constant.
Net Periodic Benefit Income, Excluding Service Cost Net periodic benefit income, excluding service cost decreased $14 million to $15 million in fiscal 2024, from $29 million in fiscal 2023.
Net Periodic Benefit Income, Excluding Service Cost Net periodic benefit income, excluding service cost increased $5 million to $20 million in fiscal 2025, from $15 million in fiscal 2024.
Under the last-in, first out (“LIFO”) method of inventory accounting, product cost increases are recognized within Cost of sales based on expected year-end inventory quantities and costs, which generally has the effect of decreasing Gross profit and the carrying value of inventory during periods of inflation. 30 Table of Contents Our pricing to our customers is determined at the time of sale primarily based on the then prevailing vendor listed base cost, and includes discounts we offer to our customers.
Under the last-in, first out (“LIFO”) method of inventory accounting, product cost increases are recognized within Cost of sales based on expected year-end inventory quantities and costs, which generally has the effect of decreasing Gross profit and the carrying value of inventory during periods of inflation.
We recognize the amortization of net actuarial loss on the SUPERVALU INC. Retirement Plan over the remaining life expectancy of inactive participants based on our determination that almost all of the defined benefit pension plan participants are inactive and the plan is frozen to new participants.
Retirement Plan over the remaining life expectancy of inactive participants based on our determination that almost all of the defined benefit pension plan participants are inactive and the plan is frozen to new participants. For the purposes of inactive participants, we utilized a 90% threshold established under our policy.
Share Repurchases In September 2022, our Board of Directors authorized a repurchase program for up to $200 million of our common stock over a term of four years (the “2022 Repurchase Program”). Under the 2022 Repurchase Program, we repurchased approximately 1,888,000 shares of our common stock for a total cost of $62 million in fiscal 2023.
Share Repurchases In September 2022, our Board of Directors authorized a repurchase program for up to $200 million of our common stock over a term of four years (the “2022 Repurchase Program”). As of August 2, 2025, we had $138 million remaining authorized under the 2022 Repurchase Program.
We offer approximately 250,000 products consisting of national, regional and private label brands grouped into the following main product categories: grocery and general merchandise; perishables; frozen foods; wellness and personal care items; and bulk and foodservice products.
Our diversified customer base includes over 30,000 customer locations ranging from some of the largest grocers in the country to smaller retailers. We offer approximately 230,000 products consisting of national, regional and private label brands grouped into the following main product categories: grocery and general merchandise; perishables; frozen foods; wellness and personal care items; and bulk and foodservice products.
Interest Expense, Net (in millions) 2024 (53 weeks) 2023 (52 weeks) Increase (Decrease) Interest expense on long-term debt, net of capitalized interest $ 144 $ 130 $ 14 Interest expense on finance lease obligations 2 3 (1) Amortization of financing costs and discounts 9 10 (1) Loss on debt extinguishment 10 3 7 Interest income (3) (2) (1) Interest expense, net $ 162 $ 144 $ 18 The increase in Interest expense, net for fiscal 2024 compared to fiscal 2023 was primarily driven by higher average interest rates, an increase in losses on debt extinguishment, and an estimated $3 million impact from the 53rd week in fiscal 2024.
The increase in Net periodic benefit income, excluding service cost was primarily driven by lower interest costs from a lower discount rate utilized in the measurement of pension liabilities. 36 Table of Contents Interest Expense, Net (in millions) 2025 (52 weeks) 2024 (53 weeks) Increase (Decrease) Interest expense on long-term debt, net of capitalized interest $ 137 $ 144 $ (7) Interest expense on finance lease obligations 2 2 — Amortization of financing costs and discounts 6 9 (3) Loss on debt extinguishment 4 10 (6) Interest income (3) (3) — Interest expense, net $ 146 $ 162 $ (16) The decrease in Interest expense, net for fiscal 2025 compared to fiscal 2024 includes an estimated $3 million impact from the 53rd week in fiscal 2024.
While we believe the valuation methods used to determine the fair value of plan assets 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 estimate of fair value at the reporting date.
While we believe the valuation methods used to determine the fair value of plan assets 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 estimate of fair value at the reporting date. 45 Table of Contents The determination of our obligation and related expense for Company-sponsored pension and other postretirement benefits is dependent, in part, on management’s selection of certain actuarial assumptions used in calculating these amounts.
Restructuring, Acquisition and Integration Related Expenses Restructuring, acquisition and integration related expenses reflect expenses resulting from restructuring activities, including severance 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.
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.
Cost of Sales and Gross Profit Our Gross profit increased $70 million, or 1.7%, to $4,201 million in fiscal 2024, from $4,131 million in fiscal 2023. Gross profit increased by $82 million from the estimated impact of the 53rd week in fiscal 2024.
Cost of Sales and Gross Profit Our Gross profit increased $21 million, or 0.5%, to $4,222 million in fiscal 2025, from $4,201 million in fiscal 2024. The 53rd week in fiscal 2024 contributed an estimated $82 million to Gross profit in fiscal 2024.
We expect to finance fiscal 2025 capital and cloud implementation expenditures requirements with cash generated from operations and borrowings under our ABL Credit Facility. Future investments may be financed through long-term debt or borrowings under our ABL Credit Facility and cash from operations.
Future investments may be financed through long-term debt or borrowings under our ABL Credit Facility and cash from operations.
Cash Flow Information The following summarizes our Consolidated Statements of Cash Flows: (in millions) 2024 (53 weeks) 2023 (52 weeks) Change Net cash provided by operating activities $ 253 $ 624 $ (371) Net cash used in investing activities (342) (339) (3) Net cash provided by (used in) financing activities 92 (292) 384 Effect of exchange rate on cash — — — Net increase (decrease) in cash and cash equivalents 3 (7) 10 Cash and cash equivalents, at beginning of period 37 44 (7) Cash and cash equivalents at end of period $ 40 $ 37 $ 3 Fiscal 2024 compared to Fiscal 2023 The decrease in net cash provided by operating activities was primarily due to lower levels of cash generated by net working capital, including lower proceeds received from the monetization of certain receivables compared to fiscal 2023 and higher receivables levels from sales growth in fiscal 2024.
Cash Flow Information The following summarizes our Consolidated Statements of Cash Flows: (in millions) 2025 (52 weeks) 2024 (53 weeks) Change Net cash provided by operating activities $ 470 $ 253 $ 217 Net cash used in investing activities (218) (342) 124 Net cash (used in) provided by financing activities (248) 92 (340) Effect of exchange rate on cash — — — Net increase in cash and cash equivalents 4 3 1 Cash and cash equivalents, at beginning of period 40 37 3 Cash and cash equivalents at end of period $ 44 $ 40 $ 4 42 Table of Contents The increase in net cash provided by operating activities was primarily due to higher levels of cash generated by net working capital, primarily resulting from an increase in Accounts payable in fiscal 2025 related to higher purchasing levels to support higher sales levels.
(in millions) 2024 (53 weeks) 2023 (52 weeks) Increase (Decrease) Net sales $ 30,980 $ 30,272 $ 708 Cost of sales 26,779 26,141 638 Gross profit 4,201 4,131 70 Operating expenses 4,100 3,973 127 Restructuring, acquisition and integration related expenses 36 8 28 Loss on sale of assets and other asset charges 57 30 27 Operating income 8 120 (112) Net periodic benefit income, excluding service cost (15) (29) 14 Interest expense, net 162 144 18 Other income, net (2) (2) — (Loss) income before income taxes (137) 7 (144) Benefit for income taxes (27) (23) (4) Net (loss) income including noncontrolling interests (110) 30 (140) Less net income attributable to noncontrolling interests (2) (6) 4 Net (loss) income attributable to United Natural Foods, Inc. $ (112) $ 24 $ (136) Adjusted EBITDA $ 518 $ 640 $ (122) 32 Table of Contents The following table reconciles Net (loss) income including noncontrolling interests to Adjusted EBITDA.
(in millions) 2025 (52 weeks) 2024 (53 weeks) Increase (Decrease) Net sales $ 31,784 $ 30,980 $ 804 Cost of sales 27,562 26,779 783 Gross profit 4,222 4,201 21 Operating expenses 4,117 4,100 17 Restructuring, acquisition and integration related expenses 94 36 58 Loss on sale of assets and other asset charges 42 57 (15) Operating (loss) income (31) 8 (39) Net periodic benefit income, excluding service cost (20) (15) (5) Interest expense, net 146 162 (16) Other income, net (3) (2) (1) Loss before income taxes (154) (137) (17) Benefit for income taxes (39) (27) (12) Net loss including noncontrolling interests (115) (110) (5) Less net income attributable to noncontrolling interests (3) (2) (1) Net loss attributable to United Natural Foods, Inc. $ (118) $ (112) $ (6) Adjusted EBITDA $ 552 $ 518 $ 34 The following table reconciles Net loss including noncontrolling interests to Adjusted EBITDA.
We continue to evaluate and address our potential exposure to underfunded multiemployer pension plans as it relates to our associates who are or were beneficiaries of these plans.
Plan trustees are typically responsible for determining the level of benefits to be provided to participants as well as the investment of the assets and plan administration. We continue to evaluate and address our potential exposure to underfunded multiemployer pension plans as it relates to our associates who are or were beneficiaries of these plans.
A significant reduction in operating earnings or the incurrence of operating losses could have a negative impact on our operating cash flow, which may limit our ability to pay down our outstanding indebtedness as planned. Our credit facilities are secured by a substantial portion of our total assets.
Sources and Uses of Cash We expect to continue to replenish operating assets and pay down debt obligations with internally generated funds. A significant reduction in operating earnings or the incurrence of operating losses could have a negative impact on our operating cash flow, which may limit our ability to pay down our outstanding indebtedness as planned.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAugust 3, 2024 Expected Fiscal Year of Maturity Fair Value Total 2025 2026 2027 2028 2029 Thereafter (in millions, except interest rates) Long-term Debt: Variable rate—principal payments $ 1,613 $ 1,612 $ 5 $ 5 $ 1,118 $ 5 $ 5 $ 474 Weighted average interest rate (1) 7.7 % 10.1 % 10.1 % 6.7 % 10.1 % 10.1 % 10.1 % Fixed rate—principal payments $ 458 $ 501 $ 1 $ — $ — $ — $ 500 $ — Weighted average interest rate 6.7 % 4.4 % — % — % — % 6.8 % — % Interest Rate Swaps (2) : Notional amounts hedged under pay fixed, receive variable swaps $ — $ 750 $ 250 $ 200 $ 200 $ 100 $ — $ — Weighted average pay rate 3.1 % 2.5 % 2.8 % 3.8 % 4.1 % — % — % Weighted average receive rate 3.6 % 5.1 % 4.0 % 3.5 % 3.4 % — % — % (1) Excludes the effect of interest rate swaps effectively converting certain of our variable rate obligations to fixed rate obligations.
Biggest changeAugust 2, 2025 Expected Fiscal Year of Maturity Fair Value Total 2026 2027 2028 2029 2030 Thereafter (in millions, except interest rates) Long-term Debt: Variable rate—principal payments $ 1,385 $ 1,382 $ 5 $ 1,004 $ 5 $ 5 $ 5 $ 358 Weighted average interest rate (1) 6.7 % 9.1 % 5.8 % 9.1 % 9.1 % 9.1 % 9.1 % Fixed rate—principal payments $ 497 $ 500 $ — $ — $ — $ 500 $ — $ — Weighted average interest rate 6.8 % — % — % — % 6.8 % — % — % Interest Rate Swaps (2) : Notional amounts hedged under pay fixed, receive variable swaps $ — $ 750 $ 200 $ 450 $ 100 $ — $ — $ — Weighted average pay rate 3.5 % 2.8 % 3.7 % 4.1 % — % — % — % Weighted average receive rate 3.4 % 3.7 % 3.4 % 3.4 % — % — % — % (1) Excludes the effect of interest rate swaps effectively converting certain of our variable rate obligations to fixed rate obligations.
Refer to Note 8—Derivatives in Part II, Item 8 of this Annual Report for further information on interest rate swap contracts. The table below provides information about our financial instruments that are sensitive to changes in interest rates, including debt obligations and interest rate swaps.
Refer to Note 8—Derivatives in Part II, Item 8 of this Annual Report for further information on interest rate swap contracts. 48 Table of Contents The table below provides information about our financial instruments that are sensitive to changes in interest rates, including debt obligations and interest rate swaps.
Retirement Plan (entirely within the return-seeking portion of the plan assets) would not have had an impact on our minimum contributions required under ERISA for fiscal 2024, but would have resulted in an unfavorable change in net periodic pension income for fiscal 2025 of $2 million and would have reduced Stockholders’ equity by $153 million on a pre-tax basis as of August 3, 2024.
Retirement Plan (entirely within the return-seeking portion of the plan assets) would not have had an impact on our minimum contributions required under ERISA for fiscal 2025, but would have resulted in an unfavorable change in net periodic pension income for fiscal 2026 of $2 million and would have reduced Stockholders’ equity by $148 million on a pre-tax basis as of August 2, 2025.
For debt obligations, the table presents principal amounts due and related weighted average interest rates by expected maturity dates using interest rates as of August 3, 2024, excluding any original issue and purchase accounting discounts and deferred financing costs. For interest rate swaps, the table presents the notional amounts and related weighted average interest rates by maturity.
For debt obligations, the table presents principal amounts due and related weighted average interest rates by expected maturity dates using interest rates as of August 2, 2025, excluding any original issue and purchase accounting discounts and deferred financing costs. For interest rate swaps, the table presents the notional amounts and related weighted average interest rates by maturity.
(2) Refer to Note 8—Derivatives in Part II, Item 8 of this Annual Report for further information on interest rate swap contracts. 45 Table of Contents Investment Risk The SUPERVALU INC.
(2) Refer to Note 8—Derivatives in Part II, Item 8 of this Annual Report for further information on interest rate swap contracts. Investment Risk The SUPERVALU INC.
As of August 3, 2024, we estimate that a 100-basis point increase in the interest rates related to our variable rate borrowings would increase our annualized interest expense by approximately $9 million, net of the floating interest rate receivable on our interest rate swaps.
As of August 2, 2025, we estimate that a 100-basis point increase in the interest rates related to our variable rate borrowings would increase our annualized interest expense by approximately $6 million, net of the floating interest rate receivable on our interest rate swaps.
As of August 3, 2024, a 100-basis point increase in forward SOFR interest rates would increase the fair value of the interest rate swaps by approximately $11 million; while a 100-basis point decrease in forward SOFR interest rates would decrease the fair value of the interest rate swaps by approximately $11 million.
As of August 2, 2025, a 100-basis point increase in forward SOFR interest rates would increase the fair value of the interest rate swaps by approximately $9 million; while a 100-basis point decrease in forward SOFR interest rates would decrease the fair value of the interest rate swaps by approximately $9 million.
As of August 3, 2024, the fair value and expected exposure risk based on aggregate notional values are insignificant. 46 Table of Contents
As of August 2, 2025, the fair value and expected exposure risk based on aggregate notional values are insignificant. 49 Table of Contents
Our variable rate borrowings consist primarily of SOFR-based loans, which is the benchmark interest rate being hedged in our interest rate swap agreements. 44 Table of Contents Changes in interest rates could also affect the interest rates we pay on future borrowings under our ABL Credit Facility and Term Loan Facility, which rates are typically related to SOFR.
Changes in interest rates could also affect the interest rates we pay on future borrowings under our ABL Credit Facility and Term Loan Facility, which rates are typically related to SOFR.
These interest rate swaps are derivative instruments designated as cash flow hedges on the forecasted interest payments related to a certain portion of our debt obligations.
These interest rate swaps are derivative instruments designated as cash flow hedges on the forecasted interest payments related to a certain portion of our debt obligations. Our variable rate borrowings consist primarily of SOFR-based loans, which is the benchmark interest rate being hedged in our interest rate swap agreements.
In addition, increases or decreases in SUPERVALU INC. Retirement Plan assets can result in a related increase or decrease to our equity through Accumulated other comprehensive loss. In fiscal 2022, as the plan administrator, we took additional steps to de-risk the investments in the plan assets as its funding level increased.
In addition, increases or decreases in SUPERVALU INC. Retirement Plan assets can result in a related increase or decrease to our equity through Accumulated other comprehensive loss. Given the relationships between discount rates that impact the valuation of fixed income plan assets and the impact of discount rates in measuring plan obligations, the SUPERVALU INC.
As of August 3, 2024, a 10% unfavorable change in the total value of investments held by the SUPERVALU INC.
Retirement Plan is subject to less volatility in the net plan assets as a result of its prior investment de-risking compared to the plan assets before the investments were de-risked. As of August 2, 2025, a 10% unfavorable change in the total value of investments held by the SUPERVALU INC.
Removed
This de-risking included a further shift to fixed income investments. Given the relationships between discount rates that impact the valuation of fixed income plan assets and the impact of discount rates in measuring plan obligations, the SUPERVALU INC. Retirement Plan is subject to less volatility in the net plan assets.

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