United Natural Foods (UNFI) General Counsel reports RSU grant and share disposals

Rhea-AI Filing Summary

United Natural Foods, Inc. insider activity shows routine equity compensation and tax withholding events. The company’s General Counsel and Corporate Secretary reported receiving 15,771 shares of common stock on December 18, 2025 through a restricted stock unit (RSU) award granted under the Fifth Amended and Restated 2020 Equity Incentive Plan, at a stated price of $0 per share. The RSUs will vest in three equal annual installments beginning on December 18, 2026, with each RSU settling into one share of common stock upon vesting.

On December 19, 2025 and December 21, 2025, 2,256 and 3,100 shares of common stock, respectively, were disposed of at $33.59 per share, identified as shares retained by the company to cover withholding taxes related to the vesting of previously granted RSUs. Following these transactions, the insider beneficially owns 63,422 shares of United Natural Foods common stock in direct form.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hussain Mahrukh

(Last) (First) (Middle)

C/O UNITED NATURAL FOODS, INC.

15 PARK ROW WEST, SUITE 302

(Street)

PROVIDENCE RI 02903

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED NATURAL FOODS INC [ UNFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel and Corp. Sec.

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/18/2025		A		15,771(1)	A	$0	68,778	D
Common Stock	12/19/2025		F		2,256(2)	D	$33.59	66,522	D
Common Stock	12/21/2025		F		3,100(2)	D	$33.59	63,422	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This restricted stock unit ("RSU") award was granted pursuant to the Fifth Amended and Restated 2020 Equity Incentive Plan and will vest in three equal annual installments beginning on December 18, 2026. Each RSU represents the right to receive one share of common stock upon vesting in accordance with the terms of the reporting person's RSU agreement.

2. Shares retained by the Company for the payment of withholding taxes in connection with the vesting of previously granted RSUs.

Remarks:

	/s/ Jody L. Hyvarinen, Power-of-Attorney, in fact	12/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did UNITED NATURAL FOODS INC (UNFI) report in this filing?

The General Counsel and Corporate Secretary of UNITED NATURAL FOODS INC (UNFI) reported receiving 15,771 shares of common stock on December 18, 2025 through a restricted stock unit (RSU) award under the Fifth Amended and Restated 2020 Equity Incentive Plan.

How do the RSUs granted to the UNFI officer vest?

The RSU award of 15,771 units will vest in three equal annual installments, beginning on December 18, 2026. Each RSU represents the right to receive one share of UNFI common stock upon vesting, in accordance with the terms of the RSU agreement.

Why were some UNFI shares disposed of at $33.59 in this insider filing?

The filing shows disposals of 2,256 shares on December 19, 2025 and 3,100 shares on December 21, 2025 at $33.59 per share. These shares were retained by the company to pay withholding taxes related to the vesting of previously granted RSUs.

How many UNFI shares does the reporting person beneficially own after these transactions?

After the reported RSU-related transactions and tax withholding share disposals, the reporting person beneficially owns 63,422 shares of UNITED NATURAL FOODS INC common stock, held in direct ownership form.

What is the role of the insider involved in this UNFI Form 4 filing?

The insider in this filing is an officer of UNITED NATURAL FOODS INC, serving as General Counsel and Corporate Secretary, and the transactions reported relate to their equity compensation and associated tax withholding.

Under which equity plan were the UNFI RSUs in this filing granted?

The RSUs reported in this filing were granted pursuant to UNITED NATURAL FOODS INC's Fifth Amended and Restated 2020 Equity Incentive Plan.