United Natural Foods SEC Filings

United Natural Foods, Inc. (UNFI) filed its definitive proxy for the virtual Annual Meeting on December 16, 2025 at 3:30 p.m. EST. Stockholders of record as of October 22, 2025 may vote on four items: electing ten director nominees, ratifying KPMG LLP as independent auditor for the fiscal year ending August 1, 2026, an advisory vote on executive compensation, and approving the Fifth Amended and Restated 2020 Equity Incentive Plan.

The Board has ten members, nine of whom are independent, led by an Independent Chair. Governance disclosures highlight majority voting in uncontested elections, proxy access, and limits on outside board service. The company reports extensive stockholder outreach—contacting holders representing ~80% of shares and meeting with ~48%—with prior changes to compensation and governance in response to feedback. Leadership letters outline execution of a refreshed multi‑year strategy, including consolidating four distribution centers, expanding automation, deploying Lean at 28 sites, and generating free cash flow used to reduce debt to its lowest level since 2018. UNFI also emphasizes sustainability progress, including its 14th Impact Report, fleet electrification, and expanded solar initiatives.

The Vanguard Group filed an amended Schedule 13G reporting its beneficial ownership in United Natural Foods, Inc. The filing lists 7,347,805 shares beneficially owned, representing 12.13% of the common stock (CUSIP 911163103).

Vanguard reports 0 shares with sole voting power and 420,117 shares with shared voting power. It reports 6,866,081 shares with sole dispositive power and 481,724 shares with shared dispositive power. The filing states that Vanguard’s clients have the right to receive dividends and sale proceeds for the reported securities, and that no other single person’s interest exceeds 5%.

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

United Natural Foods, Inc. (UNFI) reported insider changes for 10/06/2025 by reporting person Danielle Benedict, who is the company's Chief Human Resources Officer and an officer-level reporting person. The filing shows two non-derivative dispositions that together reduced her direct holdings by 2,873 shares at a reported price of $41.37 per share. After the reported transactions, she directly beneficially owned 95,098 shares and then 93,175 shares (reflecting the two line items shown).

The filing clarifies these were not open-market sales but shares retained by the company to satisfy withholding taxes upon vesting: 950 shares from restricted stock units and 1,923 shares from performance-based restricted stock units. The signature indicates the Form 4 was filed by a power-of-attorney on 10/08/2025.

Insider sale tied to tax withholding on RSU/PSU vesting. An officer of United Natural Foods, Inc. (UNFI) reported dispositions of a total of 2,123 shares on 10/06/2025 at a reported price of $41.37 per share. The form shows 702 shares and 1,421 shares were surrendered to the company to satisfy withholding taxes from vested restricted stock units and performance-based restricted stock units, respectively. After these transactions the reporting person’s beneficial holdings are listed as 48,830 and 47,409 shares in the two reported lines. The filing was signed by a power-of-attorney on 10/08/2025.

United Natural Foods, Inc. (UNFI) insider report: An officer, Matthew T. Echols, reported the disposition of a total of 2,882 shares of common stock on 10/06/2025 at an effective transaction price of $41.37 per share. The filings show two withholding transactions: 953 shares withheld for taxes related to vested restricted stock units and 1,929 shares withheld for taxes related to vested performance-based restricted stock units. After these withholdings, the reported beneficial ownership totals are 61,695 and 59,766 shares respectively on the separate lines. The Form 4 was signed by a power-of-attorney on 10/08/2025. These are routine tax-withholding dispositions tied to equity compensation rather than open-market sales.

Insider sale by UNFI officer reduced holdings after RSU vesting. The Chief Accounting Officer reported a $41.37 per-share sale of 530 common shares on 10/06/2025, executed to satisfy tax withholding on vested restricted stock units. After the transaction the reporting person beneficially owned 41,630 shares, held directly. The Form 4 was signed via power of attorney on 10/08/2025. The filing indicates the sale was a withholding-tax retention tied to RSU vesting rather than an open-market divestiture.

Form 4 disclosure for United Natural Foods, Inc. (UNFI) shows that the reporting person, the company's General Counsel and Corporate Secretary, had shares withheld to satisfy tax obligations when previously granted restricted stock units vested. On 10/06/2025 the filing reports two disposals at a transaction price of $41.37: 945 shares (withholding for vested RSUs) and 1,912 shares (withholding for vested performance-based RSUs), totaling 2,857 shares. The form was signed by a power-of-attorney on 10/08/2025. The filing is a routine Section 16 report documenting tax-related share withholding rather than an open-market sale.

Insider share-withholding following RSU and PSU vesting at United Natural Foods (UNFI)

On 10/06/2025, Martin Louis Anthony, President, Conventional & CCO of United Natural Foods, Inc. (UNFI), reported two share dispositions: 1,154 common shares and 2,332 common shares, both sold at $41.37 per share. The filings state these shares were retained by the company to satisfy withholding taxes tied to the vesting of previously granted restricted stock units and performance-based restricted stock units respectively. After these transactions Mr. Anthony beneficially owned 82,667 and 80,335 shares following each disposition line as reported. The Form 4 was signed by a power-of-attorney on 10/08/2025.

United Natural Foods, Inc. (UNFI) reported an equity award to David Edward Best, identified as President and CEO, Retail. On 10/02/2025 the reporting person was granted 18,731 restricted stock units (RSUs) at a grant price of $0. Each RSU represents the right to one share of common stock upon vesting. The award vests in three equal annual installments beginning on 10/02/2026, so the first tranche becomes available one year after the grant date. The transaction was reported on Form 4 and executed through the company’s 2020 Equity Incentive Plan.