UNFI Insider Vesting: 6,504 Performance Shares Settled for Stock

Rhea-AI Filing Summary

Insider Form 4: United Natural Foods, Inc. (UNFI) reports that on 09/30/2025 reporting person Mahrukh Hussain, General Counsel and Corporate Secretary, was credited with 6,504 performance share units (PSUs) that were earned following certification by the Compensation Committee for a PSU award granted on October 6, 2022. The PSUs are settled one-for-one in common stock, so no purchase price was paid by the reporting person. After this transaction, the reporting person beneficially owns 55,864 shares of UNFI common stock. The Form 4 was signed under power of attorney on 10/01/2025.

Positive

• 6,504 PSUs were earned and converted to common stock, increasing the reporting person's ownership to 55,864 shares.
• PSUs settled one-for-one in shares, indicating full equity conversion rather than cash settlement.

Negative

• None.

Insights

Securities Analyst

TL;DR: Reporting of vested PSUs converted to shares increases insider ownership but reflects compensation settlement rather than open-market buying.

The filing documents the conversion of 6,504 PSUs into common shares following certification of performance metrics for an award granted in 2022. Because PSUs are settled one-for-one with $0 purchase price, this is an administrative compensation settlement, not a cash purchase or open-market trade. The resulting beneficial ownership is 55,864 shares. For investors, this is a disclosure of increased insider share count from vested compensation rather than an active investment decision by the insider.

Corporate Governance Expert

TL;DR: The Form 4 shows routine compensation settlement after committee certification, increasing insider alignment with shareholders but not indicating new capital commitment.

The transaction stems from performance share units earned under a 2022 award and settled in common stock on a one-for-one basis with no cash outlay by the reporting person. This is a standard governance outcome where incentive-based awards convert to equity after meeting targets. It increases reported insider ownership to 55,864 shares, which may modestly align executive interests with shareholders but is not a market signal of buying or selling intent.

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

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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).

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)
09/30/2025

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	09/30/2025		A		6,504(1)	A	$0(2)	55,864	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. Reflects the number of performance share units ("PSUs") earned after the Compensation Committee's certification to the achievement of performance under the terms of a PSU award granted on October 6, 2022.

2. PSUs are settled in shares of common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person.

Remarks:

	/s/ Jody L. Hyvarinen, Power-of-Attorney, in fact	10/01/2025
	** 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 transaction is reported on the UNFI Form 4?

The Form 4 reports the vesting/settlement of 6,504 performance share units (PSUs) on 09/30/2025 that were converted to common stock.

Did the reporting person pay for the shares reported on the Form 4?

No. The PSUs are settled one-for-one in common stock with a $0 purchase price to the reporting person.

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

Following the settlement, the reporting person beneficially owns 55,864 shares of UNFI common stock.

When was the original PSU award granted that vested in this filing?

The PSUs were granted under an award dated October 6, 2022, and were certified by the Compensation Committee before settlement.

Who filed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Jody L. Hyvarinen as Power-of-Attorney on 10/01/2025.