Form 8-K

8-K — UNITED NATURAL FOODS INC

Accession: 0001020859-26-000013

Filed: 2026-06-09

Period: 2026-06-09

CIK: 0001020859

SIC: 5141 (WHOLESALE-GROCERIES & GENERAL LINE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — unfi-20260609.htm (Primary)

EX-99.1 (q3fy26-earningsrelease.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: unfi-20260609.htm · Sequence: 1

unfi-20260609

0001020859FALSE00010208592026-06-092026-06-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

UNITED NATURAL FOODS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-15723

(Commission File Number)

05-0376157

(IRS Employer Identification No.)

15 Park Row West, Suite 302, Providence, RI 02903

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (401) 528-8634

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, par value $0.01 UNFI New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On June 9, 2026, United Natural Foods, Inc., a Delaware corporation (the “Company”), issued a press release to report its financial results for the third fiscal quarter ended May 2, 2026. The press release is furnished as Exhibit 99.1 hereto. The Company will also make available an investor presentation and supplemental materials on the Investors section of the Company’s website.

The information contained in the Current Report on Form 8-K, including the exhibits attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release of United Natural Foods, Inc. dated June 9, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNITED NATURAL FOODS, INC.

By: /s/ GIORGIO MATTEO TARDITI

Name: Giorgio Matteo Tarditi

Title: President and Chief Financial Officer

Date: June 9, 2026

EX-99.1

Filename: q3fy26-earningsrelease.htm · Sequence: 2

Document

UNITED NATURAL FOODS, INC. REPORTS

THIRD QUARTER FISCAL 2026 RESULTS

Providence, RI - June 9, 2026 -- United Natural Foods, Inc. (NYSE: UNFI) (the “Company” or “UNFI”) today reported financial results for the third quarter of fiscal 2026 (13 weeks) ended May 2, 2026.

Third Quarter Fiscal 2026 Performance (comparisons to third quarter fiscal 2025)

•Net sales decreased 4.2% to $7.7 billion, includes impact of approximately 450 basis points from optimization actions

•Net income of $33 million; Net income per diluted share (EPS) of $0.52

•Adjusted EBITDA(1) increased 16.6% to $183 million

•Adjusted EPS(1) increased to $0.77

•Net cash provided by operating activities of $98 million; Free cash flow(1) of $54 million

Recent Financial and Operational Summary

•Narrowing ranges while maintaining fiscal-year midpoints for Net Sales, Net Income, EPS, Adjusted EBITDA and Adjusted EPS

•Strengthened capabilities to add value for customers and suppliers while becoming more effective and efficient

▪Diversified and growing new business pipeline reflects focus on supporting customers’ unique strategies

▪Continued implementation of next-generation supply chain technologies and lean practices, which is improving fill rates, on-time deliveries and productivity

▪Reduced operating expenses by nearly 7% and operating expense rate by nearly 40 basis points, reflecting the benefits of network optimization and disciplined cost management

•Reduced net debt to $1.63 billion and improved Net leverage ratio(1) to 2.5x, lowest since fiscal 2018

•Repurchased approximately 990,000 shares in fiscal 2026 through the end of May for approximately $38 million

“Through disciplined execution of our value creation strategy, we delivered underlying sales growth, higher profitability, and strong free cash flow, which strengthened our balance sheet and increased our financial flexibility. At the same time, we advanced capabilities to help our customers and suppliers grow profitably, while continuing to invest in next generation supply chain solutions that are steadily improving our effectiveness and efficiency,” said Sandy Douglas, UNFI’s CEO.

Douglas continued, “Our team remains focused on delivering a strong close to fiscal 2026 and creating long-term, shared value for our stakeholders.”

Third Quarter Fiscal 2026 Summary

13-Week Period Ended Percent Change

($ in millions, except for per share data) May 2, 2026

May 3, 2025

Net sales $ 7,723 $ 8,059 (4.2) %

Natural

$ 4,342 $ 4,160 4.4 %

Conventional $ 3,136 $ 3,628 (13.6) %

Retail $ 515 $ 573 (10.1) %

Eliminations $ (270) $ (302) 10.6 %

Net income (loss)

$ 33 $ (7) N/M

Adjusted EBITDA(1)

$ 183 $ 157 16.6 %

Earnings (loss) per diluted share (EPS)

$ 0.52 $ (0.12) N/M

Adjusted earnings per diluted share (Adjusted EPS)(1)

$ 0.77 $ 0.44 75.0 %

Net cash provided by operating activities

$ 98 $ 173 (43.4) %

Payments for capital expenditures $ (44) $ (54) (18.5) %

Free cash flow(1)

$ 54 $ 119 (54.6) %

N/M - not meaningful

(1)Please refer to the tables in this press release for a reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP.

Net sales decreased 4.2% in the third quarter of fiscal 2026 compared to the same period in the prior year, and includes an approximate 450 basis point impact from accretive optimization actions. This was largely driven by an expected decrease in conventional sales primarily due to the transition out of the Allentown, Pennsylvania distribution center completed in the first quarter of fiscal 2026. It also includes an impact from the anticipated lost sales associated with the unwind of short-term project-based work in our natural product segment. These impacts were partially offset by increases from inflation.

Gross profit in the third quarter of fiscal 2026 was $1,049 million, a decrease of $33 million, or 3.0%, compared to the third quarter of fiscal 2025. The gross profit rate in the third quarter of fiscal 2026 was 13.6% of net sales compared to 13.4% of net sales in the third quarter of fiscal 2025. The gross profit rate benefitted from network optimization actions and customer mix, partially offset by a lower gross margin rate in the Retail segment.

Operating expenses in the third quarter of fiscal 2026 were $954 million, or 12.4% of net sales, compared to $1,025 million, or 12.7% of net sales, in the third quarter of fiscal 2025. The decrease in operating expenses as a percentage of net sales was driven primarily by insurance proceeds and the benefits from cost saving initiatives, including network optimization actions and higher levels of distribution center productivity.

Interest expense, net for the third quarter of fiscal 2026 was $31 million compared to $36 million for the third quarter of fiscal 2025 driven by lower average outstanding debt balances.

Effective tax rate for the third quarter of fiscal 2026 was an expense rate of 21.4% on pre-tax income compared to a benefit rate of 56.3% on pre-tax loss for the third quarter of fiscal 2025. The change from the third quarter of fiscal 2025 was primarily driven by the increase in pre-tax income during the third quarter of fiscal 2026.

Net income for the third quarter of fiscal 2026 was $33 million. Net loss for the third quarter of fiscal 2025 was $7 million.

Adjusted EBITDA for the third quarter of fiscal 2026 increased 16.6% to $183 million from $157 million for the third quarter of fiscal 2025.

Net income per diluted share was $0.52 for the third quarter of fiscal 2026 compared to net loss per diluted share of $0.12 for the third quarter of fiscal 2025.

Adjusted earnings per share were $0.77 for the third quarter of fiscal 2026 compared to $0.44 in the third quarter of fiscal 2025.

Capital Structure and Financing Overview

•Free Cash Flow – Net cash provided by operating activities was $98 million in the third quarter of fiscal 2026 compared to $173 million in the third quarter of fiscal 2025, reflecting higher working capital use partially offset by higher profitability. The Company made payments of $44 million for capital expenditures in the third quarter of fiscal 2026 compared to $54 million in the third quarter of fiscal 2025, with the lower spending driven by the timing of large-scale capital projects, such as automation. Free cash flow was $54 million in the third quarter of fiscal 2026, compared to free cash flow of $119 million in the third quarter of fiscal 2025.

•Net Leverage – Total outstanding debt, net of cash, was $1.63 billion at the end of the third quarter of fiscal 2026, reflecting a decrease of $46 million compared to the end of the second quarter of fiscal 2026 and a decrease of $296 million compared to the end of the third quarter of fiscal 2025. The Net leverage ratio was 2.5x as of May 2, 2026.

•Liquidity – As of May 2, 2026, total liquidity was approximately $1.25 billion, consisting of $43 million in cash, plus the unused capacity of approximately $1.20 billion under the Company’s asset-based lending facility. This facility was amended and restated during the quarter which, among other things, extended the maturity to April 2031.

•Repurchase program – During the third quarter of 2026, the Company repurchased 82,233 shares at an average price of $48.64 for an aggregate cost of approximately $4 million.

Fiscal 2026 Outlook (1)

The Company is reiterating its full-year outlook midpoints and narrowing applicable ranges:

Fiscal Year Ending August 1, 2026 (52 weeks)

Previous Full Year Outlook Provided March 10, 2026 Updated Full Year Outlook Change in Midpoint

Net sales ($ in billions)

$31.0 - $31.4 $31.1 - $31.3 $—

Net income ($ in millions)

$50 - $75 $55 - $70 $—

EPS (2)

$0.80 - $1.20 $0.90 - $1.10 $—

Adjusted EPS (2)(3)(4)

$2.30 - $2.70 $2.40 - $2.60 $—

Adjusted EBITDA (4) ($ in millions)

$680 - $710 $685 - $705 $—

Capital and cloud implementation expenditures (4)(5) ($ in millions)

~ $250

~ $250 $—

Free cash flow (4)(5) ($ in millions)

~ $330 ~ $330 $—

(1)The outlook provided above is for fiscal 2026 only. This outlook is forward-looking, is based on management’s current estimates and expectations and is subject to a number of risks, including many that are outside of management’s control. This outlook does not include any incremental impact from insurance proceeds. See cautionary Safe Harbor Statement below.

(2)Earnings per share amounts as presented include rounding.

(3)The Company uses an adjusted effective tax rate in calculating Adjusted EPS. The outlook for Adjusted EPS reflects a tax rate of 25%. See additional information at the end of this release regarding the non-GAAP financial measure adjusted effective tax rate.

(4)See additional information at the end of this release regarding non-GAAP financial measures. The Company is unable to provide a full reconciliation for outlook to the most comparable GAAP measure without unreasonable effort due to the difficulty in predicting the amounts for certain adjustment items.

(5)The components of Capital and cloud implementation expenditures for fiscal 2026 will be primarily dependent on the nature of certain contracts to be executed. As such, the Company is unable to reconcile the outlook for Free cash flow as well as Capital and cloud implementation expenditures in fiscal 2026 to the most directly comparable financial measures calculated in accordance with GAAP.

Conference Call and Webcast

The Company’s third quarter fiscal 2026 conference call and audio webcast will be held today, Tuesday, June 9, 2026 at 8:30 a.m. ET. A webcast of the conference call (and supplemental materials) will be available to the public, on a listen only basis, via the internet at the Investors section of the Company’s website www.unfi.com. The call can also be accessed at (800) 715 - 9871 (conference ID 5462932). An online archive of the webcast (and supplemental materials) will be available for 120 days.

About United Natural Foods

UNFI is North America’s premier grocery wholesaler delivering the widest variety of fresh, branded, and owned brand products to more than 30,000 locations throughout North America, including natural product superstores, independent retailers, conventional supermarket chains, eCommerce providers, and foodservice customers. UNFI also provides a broad range of value-added services and segmented marketing expertise, including proprietary technology, data, market insights, and shelf management to help customers and suppliers build their businesses and brands. UNFI is committed to building a food system that is better for all and is uniquely positioned to deliver great food, more choices, and fresh thinking to customers. To learn more about how UNFI is delivering value for its stakeholders, visit www.unfi.com.

INVESTOR CONTACTS:

Steve Bloomquist

Vice President, Investor Relations

952-828-4144 sbloomquist@unfi.com

Kristyn Farahmand

Chief Strategy Officer

612-439-6625 kristyn.farahmand@unfi.com

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the Company’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties and are based on current expectations and management estimates; actual results may differ materially. The risks and uncertainties which could impact these statements are described in the Company’s filings under the Securities Exchange Act of 1934, as amended, including under the section entitled “Risk Factors” in the Company’s annual report on Form 10-K for the year ended August 2, 2025 filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2025 and other filings the Company makes with the SEC, and include, but are 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 the Company’s business continuity plans in response to an incident impacting the Company’s technology systems, such as the unauthorized incident on its 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; 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. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company is not undertaking to update any information in the foregoing reports until the effective date of its future reports required by applicable laws. Any estimates of future results of operations are based on a number of assumptions, many of which are outside the Company’s control and should not be construed in any manner as a guarantee that such results will in fact occur. These estimates are subject to change and could differ materially from final reported results. The Company may from time to time update these publicly announced estimates, but it is not obligated to do so.

Non-GAAP Financial Measures: To supplement the financial information presented on a U.S. generally accepted accounting principles (“GAAP”) basis, the Company has included in this press release the non-GAAP financial measures Adjusted EBITDA, Adjusted EPS, adjusted effective tax rate, Free cash flow, Net leverage ratio and Capital and cloud implementation expenditures. Adjusted EBITDA is a consolidated measure which the Company reconciles by adding Net income (loss) 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. Adjusted EPS is a consolidated measure, which the Company reconciles by adding Net income attributable to UNFI plus the LIFO charge or benefit, Goodwill impairment benefits and charges, Restructuring, acquisition, and integration related expenses, gains and losses on sales of assets, certain legal charges and gains, surplus property depreciation and interest expense, losses on debt extinguishment, the impact of diluted shares when GAAP earnings is presented as a loss and non-GAAP earnings represent income, and the tax impact of adjustments and the adjusted effective tax rate, which tax impact is calculated using the adjusted effective tax rate, and certain other non-cash charges or items, as determined by management. The adjusted effective tax rate is calculated based on adjusted net income before tax and excludes the potential impact of changes to uncertain tax positions, valuation allowances, tax impacts related to the vesting of share-based compensation awards and discrete GAAP tax items which could impact the comparability of the operational effective tax rate. Free cash flow is defined as net cash provided by operating activities less payments for capital expenditures. Net leverage ratio (previously referred to as Net Debt to Adjusted EBITDA leverage ratio) is defined as the total carrying value of the Company’s outstanding short- and long-term debt and finance lease liabilities less net cash and cash equivalents, the sum of which is divided by the trailing four quarters Adjusted EBITDA. Capital and cloud implementation expenditures is defined as the sum of payments for capital expenditures and cloud technology implementation expenditures.

The reconciliation of these non-GAAP financial measures to their comparable GAAP financial measures and the calculation of Net leverage ratio are presented in the tables appearing below, where practicable. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. The Company believes that presenting Adjusted EBITDA and Adjusted EPS aids in making period-to-period comparisons, assessing the performance of the Company’s business and understanding the underlying operating performance and core business trends by excluding certain adjustments not expected to recur in the normal course of business or that are not meaningful indicators of actual and estimated operating performance. The Company believes that providing the adjusted effective tax rate gives investors a meaningful, consistent comparison of the Company’s effective tax rate on ongoing operations. The inclusion of Free cash flow assists investors in understanding the cash generating ability of the Company separate from cash generated by the sale of assets. Net leverage ratio is a commonly used metric that assists investors in understanding and evaluating the Company’s capital structure and changes to its capital structure over time. The Company believes that providing Capital and cloud implementation expenditures provides investors with better visibility into the Company's total investment expenditures. The components of Capital and cloud implementation expenditures for fiscal 2026 will be primarily dependent on the nature of certain contracts to be executed. Management utilizes and plans to utilize these non-GAAP financial measures to compare the Company’s operating performance during fiscal 2026 to the comparable periods in fiscal 2025 and to internally prepared projections. These non-GAAP financial measures may differ from similarly titled measures of other companies.

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in millions, except for per share data)

13-Week Period Ended 39-Week Period Ended

May 2,

2026 May 3,

2025 May 2,

2026 May 3,

2025

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

Cost of sales 6,674 6,977 20,364 20,896

Gross profit 1,049 1,082 3,146 3,192

Operating expenses 954 1,025 2,922 3,071

Restructuring, acquisition and integration related expenses 10 14 40 35

Loss on sale of assets and other asset charges 19 28 42 39

Operating income 66 15 142 47

Net periodic benefit income, excluding service cost (6) (5) (18) (15)

Interest expense, net 31 36 97 110

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

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

Provision (benefit) for income taxes 9 (9) 7 (16)

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

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

Net income (loss) attributable to United Natural Foods, Inc. $ 33 $ (7) $ 49 $ (31)

Basic earnings (loss) per share

$ 0.54 $ (0.12) $ 0.80 $ (0.51)

Diluted earnings (loss) per share

$ 0.52 $ (0.12) $ 0.78 $ (0.51)

Weighted average shares outstanding:

Basic 60.8 60.5 60.8 60.1

Diluted 62.7 60.5 62.7 60.1

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(in millions, except for par values)

May 2,

2026 August 2,

2025

ASSETS

Cash and cash equivalents $ 43 $ 44

Accounts receivable, net 973 1,093

Inventories, net 1,994 2,095

Prepaid expenses and other current assets 234 191

Total current assets 3,244 3,423

Property and equipment, net 1,668 1,749

Operating lease assets 1,353 1,474

Goodwill 19 19

Intangible assets, net 526 576

Deferred income taxes 155 162

Other long-term assets 222 192

Total assets $ 7,187 $ 7,595

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable $ 1,769 $ 1,875

Accrued expenses and other current liabilities 312 319

Accrued compensation and benefits 189 227

Current portion of operating lease liabilities 166 173

Current portion of long-term debt and finance lease liabilities 6 8

Total current liabilities 2,442 2,602

Long-term debt 1,660 1,859

Long-term operating lease liabilities 1,312 1,400

Long-term finance lease liabilities 9 11

Pension and other postretirement benefit obligations 14 14

Other long-term liabilities 151 155

Total liabilities 5,588 6,041

Stockholders’ equity:

Preferred stock, $0.01 par value, authorized 5.0 shares; none issued or outstanding

— —

Common stock, $0.01 par value, authorized 100.0 shares; 64.0 shares issued and 60.7 shares outstanding at May 2, 2026; 63.1 shares issued and 60.6 shares outstanding at August 2, 2025

1 1

Additional paid-in capital 679 658

Treasury stock at cost (115) (86)

Accumulated other comprehensive loss (36) (42)

Retained earnings 1,069 1,020

Total United Natural Foods, Inc. stockholders’ equity 1,598 1,551

Noncontrolling interests 1 3

Total stockholders’ equity 1,599 1,554

Total liabilities and stockholders’ equity $ 7,187 $ 7,595

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

39-Week Period Ended

(in millions) May 2,

2026 May 3,

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

Depreciation and amortization 225 242

Share-based compensation 45 28

Loss (gain) on sale of assets 8 (1)

Long-lived asset impairment charges 29 24

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

Deferred income tax expense (benefit) 5 (3)

LIFO charge 18 5

Provision for losses on receivables 30 1

Loss on debt extinguishment 1 —

Non-cash interest expense and other adjustments 3 4

Changes in operating assets and liabilities

Accounts and notes receivable 85 (44)

Inventories 83 (16)

Prepaid expenses and other assets

83 186

Accounts payable (114) 86

Accrued expenses and other liabilities (189) (158)

Net cash provided by operating activities

343 310

CASH FLOWS FROM INVESTING ACTIVITIES:

Payments for capital expenditures

(100) (157)

Proceeds from dispositions of assets 13 6

Payments for investments (6) (2)

Net cash used in investing activities

(93) (153)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from borrowings under revolving credit line 2,663 2,276

Repayments of borrowings under revolving credit line (2,733) (2,397)

Repayments of long-term debt and finance leases (130) (11)

Repurchases of common stock (29) —

Payments of employee restricted stock tax withholdings (14) (9)

Payments for debt issuance costs (6) (1)

Distributions to noncontrolling interests (2) (3)

Net cash used in financing activities

(251) (145)

EFFECT OF EXCHANGE RATE ON CASH — —

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

(1) 12

Cash and cash equivalents, at beginning of period 44 40

Cash and cash equivalents, at end of period $ 43 $ 52

Supplemental disclosures of cash flow information:

Cash paid for interest $ 105 $ 120

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

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

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

Additions of property and equipment included in Accounts payable $ 15 $ 19

SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION (unaudited)

UNITED NATURAL FOODS, INC.

Reconciliation of Net income (loss) including noncontrolling interests to Adjusted EBITDA (unaudited)

13-Week Period Ended 39-Week Period Ended

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

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

Adjustments to net income (loss) including noncontrolling interests:

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

Net periodic benefit income, excluding service cost (6) (5) (18) (15)

Interest expense, net 31 36 97 110

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

Provision (benefit) for income taxes 9 (9) 7 (16)

Depreciation and amortization 74 81 225 242

Share-based compensation 18 10 45 28

LIFO charge (benefit) 8 (5) 18 5

Restructuring, acquisition and integration related expenses(1)

10 14 40 35

Loss on sale of assets and other asset charges(2)

19 28 42 39

Business transformation costs(3)

7 14 24 40

Cybersecurity incident(4)

(19) — (18) —

Other adjustments(5)

— — 11 2

Adjusted EBITDA $ 183 $ 157 $ 529 $ 436

(1)Fiscal 2026 primarily reflects distribution center and store closure charges, adjustments to previously recorded multiemployer pension plan withdrawal liabilities and costs associated with certain employee severance and other employee separation costs. Fiscal 2025 primarily reflects costs associated with certain employee severance and other employee separation costs, outsourcing certain corporate functions under restructuring initiatives and distribution center and store closure charges.

(2)Fiscal 2026 primarily includes a $14 million non-cash asset impairment charge in the third quarter of fiscal 2026 related to the decision to close a leased retail store location, $5 million in non-cash impairment charges in the second quarter of fiscal 2026 related to the decision to discontinue operations at certain distribution centers, warehouses or offsite storage facilities, a $10 million non-cash asset impairment charge in the first quarter of fiscal 2026 related to the decision to close certain retail store locations and losses on the sales of receivables under the accounts receivable monetization program. Fiscal 2025 primarily includes a $24 million non-cash asset impairment charge related to a distribution center in our East region and losses on the sales of receivables under the accounts receivable monetization program.

(3)Reflects costs associated with business transformation initiatives, primarily including third-party consulting costs and licensing costs, which are included within Operating expenses in the Condensed Consolidated Statements of Operations.

(4)The third quarter and year-to-date fiscal 2026 include $20 million and $40 million of insurance recoveries, respectively, which are included within Operating expenses in the Condensed Consolidated Statements of Operations. These were partially offset by $1 million and $22 million, of costs and charges in the third quarter and year-to-date fiscal 2026, respectively, related to the Cybersecurity Incident, of which $1 million and $20 million, respectively, are included within Gross profit and $0 million and $2 million, respectively, are included within Operating expenses in the Condensed Consolidated Statements of Operations.

(5)Fiscal 2026 reflects accrued costs related to an agreement to settle certain legal proceedings, which are included within Operating expenses in the Condensed Consolidated Statements of Operations. Fiscal 2025 reflects certain estimated accrued legal-related costs, which are included within Operating expenses in the Condensed Consolidated Statements of Operations.

Reconciliation of Net income (loss) attributable to United Natural Foods, Inc. to Adjusted net income and Adjusted EPS (unaudited)

13-Week Period Ended 39-Week Period Ended

(in millions, except per share amounts) May 2, 2026 May 3, 2025 May 2, 2026 May 3, 2025

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

$ 33 $ (7) $ 49 $ (31)

Restructuring, acquisition and integration related expenses(1)

10 14 40 35

Loss on sale of assets and other asset charges other than losses on sales of receivables(2)

15 23 29 25

LIFO charge (benefit) 8 (5) 18 5

Surplus property depreciation and interest expense(3)

— — 2 1

Loss on debt extinguishment 1 — 1 —

Business transformation costs(4)

7 14 24 40

Cybersecurity incident(5)

(19) — (18) —

Other adjustments (6)

— — 11 2

Tax impact of adjustments and adjusted effective tax rate(7)

(7) (12) (34) (27)

Adjusted net income

$ 48 $ 27 $ 122 $ 50

Diluted weighted average shares outstanding 62.7 62.0 62.7 61.6

Adjusted EPS(8)

$ 0.77 $ 0.44 $ 1.95 $ 0.82

(2)Loss on sale of assets and other asset charges, as reflected here, does not include losses on sales of receivables under the accounts receivable monetization program, which are included in Loss on sale of assets and other asset charges on the Condensed Consolidated Statements of Operations and are not adjusted in the calculation of Adjusted EPS. Fiscal 2026 primarily includes a $14 million non-cash asset impairment charge in the third quarter of fiscal 2026 related to the decision to close a leased retail store location, $5 million in non-cash impairment charges in the second quarter of fiscal 2026 related to the decision to discontinue operations at certain distribution centers, warehouses or offsite storage facilities and a $10 million non-cash asset impairment charge in the first quarter of fiscal 2026 related to the decision to close certain retail store locations. Fiscal 2025 primarily includes a $24 million non-cash asset impairment charge related to a distribution center in our East region.

(3)Reflects surplus, non-operating property depreciation and interest expense.

(4)Reflects costs associated with business transformation initiatives, primarily including third-party consulting costs and licensing costs, which are included within Operating expenses in the Condensed Consolidated Statements of Operations.

(5)The third quarter and year-to-date fiscal 2026 include $20 million and $40 million of insurance recoveries, respectively, which are included within Operating expenses in the Condensed Consolidated Statements of Operations. These were partially offset by $1 million and $22 million, of costs and charges in the third quarter and year-to-date fiscal 2026, respectively, related to the Cybersecurity Incident, of which $1 million and $20 million, respectively, are included within Gross profit and $0 million and $2 million, respectively, are included within Operating expenses in the Condensed Consolidated Statements of Operations.

(6)Fiscal 2026 reflects accrued costs related to an agreement to settle certain legal proceedings, which are included within Operating expenses in the Condensed Consolidated Statements of Operations. Fiscal 2025 reflects certain estimated accrued legal-related costs, which are included within Operating expenses in the Condensed Consolidated Statements of Operations.

(7)Represents the tax effect of the pre-tax adjustments using an adjusted effective tax rate. The adjusted effective tax rate is calculated based on adjusted net income before tax, and its impact reflects the exclusion of changes to uncertain tax positions, valuation allowances, tax impacts related to the vesting of share-based compensation awards and discrete GAAP tax items which could impact the comparability of the operational effective tax rate. The Company believes using this adjusted effective tax rate will provide better consistency across the interim reporting periods since each of these discrete items can cause volatility in the GAAP tax rate that is not indicative of the underlying ongoing operations of the Company. By providing this non-GAAP measure, management intends to provide investors with a meaningful, consistent comparison of the Company’s effective tax rate on ongoing operations.

(8)Adjusted earnings per share amounts are calculated using actual unrounded figures.

Calculation of Net leverage ratio (unaudited)

(in millions, except ratios) May 2, 2026

Current portion of long-term debt and finance lease liabilities $ 6

Long-term debt 1,660

Long-term finance lease liabilities 9

Less: Cash and cash equivalents (43)

Net carrying value of debt and finance lease liabilities 1,632

Adjusted EBITDA(1)

$ 645

Net leverage ratio 2.5x

(1)Adjusted EBITDA for purposes of this calculation reflects the summation of the trailing four quarters ended May 2, 2026. Refer to the following table for the reconciliation of Adjusted EBITDA trailing four quarters.

Reconciliation of trailing four quarters Net loss including noncontrolling interests to Adjusted EBITDA (unaudited)

(in millions)

52-Week Period Ended May 2, 2026

Net loss including noncontrolling interests $ (37)

Adjustments to net loss including noncontrolling interests:

Less net income attributable to noncontrolling interests (1)

Net periodic benefit income, excluding service cost (23)

Interest expense, net 133

Other expense, net

Benefit for income taxes (16)

Depreciation and amortization 304

Share-based compensation 60

LIFO charge 11

Restructuring, acquisition and integration related expenses 99

Loss on sale of assets and other asset charges 45

Business transformation costs

Cybersecurity incident 8

Other adjustments 24

Adjusted EBITDA(1)

$ 645

(1)Adjusted EBITDA for purposes of this calculation reflects the summation of the trailing four quarters ended May 2, 2026.

Reconciliation of Net cash provided by operating activities to Free cash flow (unaudited)

13-Week Period Ended 39-Week Period Ended

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

May 2, 2026

May 3, 2025

Net cash provided by operating activities

$ 98 $ 173 $ 343 $ 310

Payments for capital expenditures

(44) (54) (100) (157)

Free cash flow $ 54 $ 119 $ 243 $ 153

Reconciliation of Payments for capital expenditures to Capital and cloud implementation expenditures (unaudited)

13-Week Period Ended 39-Week Period Ended

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

May 3, 2025

Payments for capital expenditures

$ 44 $ 54 $ 100 $ 157

Cloud technology implementation expenditures(1)

9 1 18 6

Capital and cloud implementation expenditures $ 53 $ 55 $ 118 $ 163

(1)Cloud technology implementation expenditures are included in operating activities in the Condensed Consolidated Statements of Cash Flows.

Reconciliation of estimated 2026 and actual 2025 U.S. GAAP effective tax rate to adjusted effective tax rate (unaudited)

Estimated

Fiscal 2026

Actual Fiscal 2025

U.S. GAAP effective tax rate 17 % 25 %

Discrete quarterly recognition of GAAP items(1)

5 % (1) %

Tax impact of other charges and adjustments(2)

6 % (13) %

Changes in valuation allowances(3)

(3) % 5 %

Other(4)

— % — %

Adjusted effective tax rate(4)

25 % 16 %

Note: As part of the year-end reconciliation, we update the reconciliation of the GAAP effective tax rate for actual results.

(1)Reflects changes in tax laws, uncertain tax positions, the tax impacts related to the exercise of share-based compensation awards and any prior-year deferred tax or payable adjustments. This includes prior-year Internal Revenue Service or other tax jurisdiction audit adjustments.

(2)Reflects the tax impact of pre-tax adjustments that are excluded from pre-tax income when calculating Adjusted EPS.

(3)Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations.

(4)The Company establishes an estimated adjusted effective tax rate at the beginning of the fiscal year based on the best available information. The Company re-evaluates its estimated adjusted effective tax rate as appropriate throughout the year and adjusts for any material changes. The actual adjusted effective tax rate at the end of the fiscal year is based on actual results and accordingly may differ from the estimated adjusted effective tax rate used during the year.

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