What price per share was used for Mark Bushway’s tax-withholding transactions at UNFI?

Both tax-withholding dispositions used a per-share value of $41.3700 for United Natural Foods common stock. This price applied to 702 shares in one transaction and 1,421 shares in the other, which the company retained to cover withholding tax obligations on vesting equity awards.

What types of equity awards led to the share withholding reported by UNFI?

The share withholding related to restricted stock units and performance-based restricted stock units . When these previously granted awards vested, United Natural Foods retained common shares from Mark Bushway’s holdings to pay the associated withholding taxes, as reflected in the Form 4 footnotes.

United Natural Foods (UNFI) withholds 2,123 shares for tax on vesting units

Q: Was Mark Bushway’s Form 4 for UNFI an open-market sale of shares?

No, the Form 4 shows tax-withholding dispositions , not an open-market sale. The company retained 2,123 shares of common stock at $41.3700 per share to satisfy withholding taxes due upon the vesting of previously granted restricted and performance-based stock units.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Mark Bushway, President, Natural & CSCO of United Natural Foods, reported two tax-withholding dispositions of common stock on October 6, 2025, totaling 2,123 shares at $41.3700 per share. The company retained these shares to cover withholding taxes on vesting restricted and performance-based stock units. After these transactions, Bushway directly holds 47,409 shares of common stock.

Insights

TL;DR: Routine tax-withholding disposals from equity vesting, not open-market trading.

The transactions are recorded as company-retained share withholding for taxes tied to vested equity: 702 shares for standard restricted stock units and 1,421 shares for performance-based units. This mechanism preserves executive ownership levels by settling tax obligations internally rather than executing open-market sales.

Dependencies and risks are limited to equity compensation schedules and future vesting outcomes; there is no indication of opportunistic cashing out. Investors can note the total of 2,123 shares involved and the 10/06/2025 execution date as the concrete event to track.

Insider Trade Summary

Net Seller: 2,123 shares

Net Sell 2 txns

Insider Bushway Mark

Role President, Natural & CSCO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	702	$41.37	$29K
Exercise Price or Tax Liability	Common Stock	1,421	$41.37	$59K

Holdings After Transaction: Common Stock — 47,409 shares (Direct)

Footnotes (2)

F1. Shares retained by the Company for the payment of withholding taxes in connection with the vesting of previously granted restricted stock units.
F2. Shares retained by the Company for the payment of withholding taxes in connection with the vesting of previously granted performance-based restricted stock units.

Key Figures

Tax-withheld shares: 2,123 shares First withholding lot: 702 shares Second withholding lot: 1,421 shares +2 more

5 metrics

Tax-withheld shares 2,123 shares Total common shares retained by the company for withholding taxes on October 6, 2025

First withholding lot 702 shares Common shares withheld for taxes at $41.3700 per share on October 6, 2025

Second withholding lot 1,421 shares Additional common shares withheld for taxes at $41.3700 per share on October 6, 2025

Price per share $41.3700 Per-share value used for both tax-withholding dispositions of common stock

Post-transaction holdings 47,409 shares Common shares held directly by Mark Bushway after the reported transactions

Key Terms

restricted stock units, performance-based restricted stock units, withholding taxes, tax-withholding disposition

4 terms

restricted stock units financial

"withholding taxes in connection with the vesting of previously granted restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based restricted stock units financial

"vesting of previously granted performance-based restricted stock units."

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

withholding taxes financial

"Shares retained by the Company for the payment of withholding taxes in connection with the vesting"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/08/2025 - 07:59 AM

FAQ

What tax-withholding transactions did UNFI executive Mark Bushway report?

Mark Bushway reported two tax-withholding dispositions of United Natural Foods common stock totaling 2,123 shares on October 6, 2025. The company retained these shares to pay withholding taxes triggered by the vesting of restricted and performance-based stock units, rather than selling them in the market.

How many United Natural Foods (UNFI) shares does Mark Bushway hold after these transactions?

After the reported tax-withholding dispositions, Mark Bushway directly holds 47,409 shares of United Natural Foods common stock. These holdings reflect his position following the company’s retention of shares to cover withholding tax obligations associated with the vesting of his equity awards.

Was Mark Bushway’s Form 4 for UNFI an open-market sale of shares?

No, the Form 4 shows tax-withholding dispositions, not an open-market sale. The company retained 2,123 shares of common stock at $41.3700 per share to satisfy withholding taxes due upon the vesting of previously granted restricted and performance-based stock units.

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^*

Bushway Mark

(Last)

(First)

(Middle)

C/O UNITED NATURAL FOODS, INC.

15 PARK ROW WEST, SUITE 302

(Street)

PROVIDENCE

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)
	President, Natural & CSCO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/06/2025		F		702⁽¹⁾	D	$41.37	48,830	D
Common Stock	10/06/2025		F		1,421⁽²⁾	D	$41.37	47,409	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

2. Shares retained by the Company for the payment of withholding taxes in connection with the vesting of previously granted performance-based restricted stock units.

Remarks:

	/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.

Source: View Original Filing on SEC EDGAR