UNFI Form 4: 530-share RSU withholding sale at $41.37

Rhea-AI Filing Summary

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.

Positive

• Sale tied to RSU tax withholding, indicating an administrative transaction rather than voluntary cash liquidation
• Significant residual ownership remains with 41,630 shares after the transaction

Negative

• Reported disposition of 530 shares reduces direct holdings and should be tracked if repeated
• Use of power of attorney for filing requires trust that filings were timely and accurate

Insights

Equity Compensation Analyst

Small, administrative sale tied to RSU withholding, not a discretionary liquidity event.

The reported 530-share disposition at $41.37 was executed to cover tax withholding on vested restricted stock units; that mechanism commonly reduces share count rather than represents a voluntary sale for cash needs. The filer still holds 41,630 shares directly, which is the key balance investors can track.

Risks include potential future periodic withholding sales at each vesting event; monitor upcoming vesting schedules and any changes in ownership filings over the next 12 months to see if selling behavior shifts.

Corporate Governance Specialist

Transaction is routine for executive compensation administration and has limited governance implications.

Because the sale is recorded as tax-withholding tied to RSU vesting, it does not signal a change in officer control or an immediate governance concern. The filing shows the form was submitted by one reporting person and executed via power of attorney, both standard practices for timely compliance.

Investors should watch for any subsequent Form 4s that show discretionary sales or material reductions in holdings within 12 months, which would carry greater governance and signalling weight.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Esper Richard Eric

(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)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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	10/06/2025		F		530(1)	D	$41.37	41,630	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. Shares retained by the Company for the payment of withholding taxes in connection with the vesting of previously granted restricted stock units.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jody L. Hyvarinen, Power-of-Attorney, in fact	10/08/2025
	** 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 did the UNFI insider sell on 10/06/2025?

The Chief Accounting Officer disposed of 530 common shares at $41.37 per share on 10/06/2025.

Why were the 530 shares sold in the UNFI Form 4?

The filing states the shares were retained by the company to satisfy withholding taxes from the vesting of restricted stock units.

How many UNFI shares does the reporting person own after the transaction?

The reporting person beneficially owns 41,630 shares following the reported transaction.

Was the Form 4 filed directly by the reporting person?

The form indicates it was filed by one reporting person and signed via power of attorney on 10/08/2025.

Does this Form 4 indicate a broader insider sell-off at UNFI?

No explicit pattern is shown here; the sale is described as tax-withholding from RSU vesting rather than an open-market discretionary sale.