Every material Form 8-K United Natural Foods has filed with the SEC since December 10, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
United Natural Foods reported fourth-quarter fiscal 2026 net income of $35 million, compared with a net loss of $87 million a year earlier, while net sales fell 0.7% to $7.6 billion. The company also gave fiscal 2027 guidance and, on September 3, 2026, authorized a new share repurchase program of up to $200 million, which replaces the September 2022 program.
Q4 fiscal 2026 net income of $35 million ($0.57 diluted EPS) vs. a net loss of $87 million a year earlier; Adjusted EBITDA rose 48.3% to $172 million.
Full-year fiscal 2026 net sales fell 2.0% to $31.2 billion; net income was $84 million vs. a net loss of $118 million in fiscal 2025.
Fiscal 2027 guidance: net sales $31.2-$31.8 billion, net income $105-$145 million, Adjusted EPS $3.00-$3.50, Adjusted EBITDA $730-$780 million.
Board authorized up to $200 million in share repurchases on September 3, 2026; the program has no fixed expiration date.
United Natural Foods named Alfredo Luchini, formerly a Carrier Climate Solutions Americas CFO, as Chief Financial Officer effective August 10, 2026, and promoted President and CFO Matteo Tarditi to President and Chief Operating Officer effective August 3, 2026. Mark Bushway, President of Natural, Organic, Specialty & Fresh Products and Chief Supply Chain Officer, will leave the company on January 1, 2027, and the filing contains no financial results.
Alfredo Luchini, 42, becomes CFO effective August 10, 2026, with an $800,000 base salary, a bonus target of 100% of salary, a $2,000,000 targeted annual equity award, a $1,500,000 sign-on RSU award and a $150,000 cash sign-on bonus.
Matteo Tarditi becomes President and Chief Operating Officer effective August 3, 2026, with base salary rising from $848,000 to $890,000.
Louis Martin becomes Chief Commercial Officer effective August 3, 2026.
Mark Bushway will serve as Chief Supply Chain Officer until he leaves the company on January 1, 2027.
On June 18, 2026, United Natural Foods and its co-borrowers entered Amendment No. 5 to their Term Loan Agreement with JPMorgan Chase Bank, N.A. as administrative agent. The amendment reduces the margin over SOFR on the approximately $371 million outstanding term loan from 4.75% to 4.00%, and all other material terms are unchanged. The change lowers the spread on the company's secured term debt, though the filing does not quantify any effect on interest expense.
Amendment No. 5 to the Term Loan Agreement dated October 22, 2018 was entered on June 18, 2026
Applicable margin over SOFR reduced from 4.75% to 4.00% on approximately $371 million outstanding
JPMorgan Chase Bank, N.A. serves as administrative and collateral agent
Full amendment to be filed as an exhibit to the Form 10-K for the year ended August 1, 2026
UNFI reported third-quarter fiscal 2026 results for the 13 weeks ended May 2, 2026. Net sales fell 4.2% to $7.7 billion, which the company said included about 450 basis points of impact from optimization actions, while net income rose to $33 million from a $7 million loss a year earlier. The company reiterated its full-year fiscal 2026 outlook midpoints and narrowed the ranges, and reported net leverage of 2.5x.
Net sales decreased 4.2% to $7.7 billion, including about 450 basis points of impact from optimization actions
Net income of $33 million, or $0.52 per diluted share, versus a net loss of $7 million, or $0.12 per share, a year earlier
Adjusted EBITDA rose 16.6% to $183 million; free cash flow was $54 million versus $119 million
Fiscal 2026 outlook midpoints reiterated for net sales, net income, EPS, Adjusted EBITDA and Adjusted EPS, with ranges narrowed
Effective April 1, 2026, UNFI and certain subsidiaries entered an amended and restated loan agreement for a secured asset-based revolving credit facility of up to $2,400 million, which replaces the existing $2,600 million ABL facility dated June 3, 2022. The facility expires April 1, 2031, or earlier if the company's $500 million term loan or 6.750% senior notes due 2028 remain largely outstanding near their maturities, and it carries a fixed charge coverage test if availability falls below a set level. The filing describes the terms as a refinancing and amendment of existing borrowing capacity rather than a change in the size of the company's debt.
Total commitments of up to $2,400 million, including a $100 million Canadian dollar sublimit and a $130 million FILO tranche.
Replaces the $2,600 million ABL Credit Facility dated June 3, 2022; borrowers may request an increase of up to $750 million, with no assurance of funding.
Expires April 1, 2031, or earlier if the $500 million term loan or 6.750% senior notes due 2028 have more than $100 million outstanding 91 days before maturity.
Secured by a first-priority lien on receivables and inventory and guaranteed by most wholly owned subsidiaries.
UNFI reported second-quarter fiscal 2026 net income of $20 million, or $0.31 per diluted share, compared with a net loss of $3 million a year earlier, while net sales fell 2.6% to $7.9 billion. The company raised its full-year outlook for adjusted EPS, adjusted EBITDA and free cash flow, but lowered its net sales outlook, so shareholders get higher profit expectations alongside a smaller expected revenue base.
Net sales fell 2.6% to $7.9 billion, including a nearly 500 basis point impact from optimization actions
Net income was $20 million ($0.31 per diluted share) versus a $3 million loss ($0.05 per share) a year earlier; adjusted EBITDA rose 23.4% to $179 million
Fiscal 2026 outlook: adjusted EPS raised to $2.30-$2.70 from $1.50-$2.30; net sales lowered to $31.0-$31.4 billion from $31.6-$32.0 billion
Net leverage ratio declined to 2.7x; the company repurchased 742,622 shares for approximately $25 million
At its December 16, 2025 annual meeting, United Natural Foods stockholders elected ten directors, ratified KPMG LLP as auditor, approved an advisory say-on-pay vote, and approved a Fifth Amended and Restated 2020 Equity Incentive Plan that adds 1,500,000 shares. The filing also says the company has $138 million left under a $200 million buyback authorization but has not repurchased shares since the fourth quarter of fiscal 2023 and expects to resume opportunistic repurchases, subject to a term loan limit of $25 million until its net leverage ratio is 3.00:1.00 or lower.
Stockholders approved the Fifth Amended and Restated 2020 Equity Incentive Plan, which increases the shares issuable under the plan by 1,500,000, with 34,540,446 votes for and 13,095,862 against.
Ten directors were elected, including Lynn S. Blake, James M. Loree and Jack Stahl, each to serve until the next annual meeting.
$138 million remains under the $200 million repurchase program, with no repurchases since the fourth quarter of fiscal 2023; the term loan limits repurchases to $25 million until net leverage is 3.00:1.00 or lower.
United Natural Foods (UNFI) reported first-quarter fiscal 2026 results for the 13 weeks ended November 1, 2025. Net sales fell 0.4% to $7.8 billion, while the net loss narrowed to $4 million from $21 million and adjusted EBITDA rose 24.6% to $167 million. The company affirmed its full-year fiscal 2026 outlook, which for shareholders means the earlier profit guidance remains in place.
Net sales decreased 0.4% to $7.8 billion, driven by lower conventional sales, partly offset by 10.5% growth in natural segment sales.
Net loss of $4 million, or $0.06 per diluted share, versus a net loss of $21 million, or $0.35 per share, a year earlier.
Adjusted EBITDA increased 24.6% to $167 million; adjusted EPS was $0.56 versus $0.16.
Net leverage ratio declined to 3.2x; fiscal 2026 outlook affirmed, including net sales of $31.6 billion to $32.0 billion and adjusted EPS of $1.50 to $2.30.
United Natural Foods reported a fourth-quarter fiscal 2025 net loss of $87 million, or $1.43 per diluted share, versus a $37 million loss a year earlier, and adjusted EBITDA of $116 million, down 18.9%. Full-year free cash flow rose to $239 million from negative $92 million, and the company issued fiscal 2026 guidance calling for adjusted EBITDA of $630-700 million and net income of $0-50 million. Shareholders get a weaker quarter alongside better cash generation and a first outlook for the coming year.
Q4 fiscal 2025 net loss of $87 million ($1.43 per diluted share) vs. $37 million ($0.63) a year earlier
Q4 adjusted EBITDA of $116 million, down 18.9% from $143 million, including a $26 million cybersecurity incident charge
Fiscal 2025 free cash flow of $239 million vs. negative $92 million in fiscal 2024
Fiscal 2026 outlook: net sales $31.6-32.0 billion, net income $0-50 million, adjusted EPS $1.50-2.30
United Natural Foods said Andre Persaud will no longer serve as its President and Chief Executive Officer, Retail, effective July 25, 2025, as part of its work to accelerate the retail business strategy. The separation is a qualifying termination, so he will receive severance under his 2023 Severance Agreement, and his outstanding equity awards will vest on a prorated basis.
Andre Persaud's role as President and CEO, Retail ends effective July 25, 2025
Severance Agreement is effective as of November 6, 2023; includes restrictive covenants and a release of claims
Outstanding equity awards vest on a prorated basis under the Amended and Restated 2020 Equity Incentive Plan
United Natural Foods disclosed that a cybersecurity incident, first detected on June 5, 2025, reduced sales volume and raised operating costs, and that management believes it is reasonably likely to materially affect fourth-quarter fiscal 2025 net income and adjusted EBITDA versus internal projections. The company said it will update its full-year outlook in July, and that it expects its cybersecurity insurance to be adequate for the incident, with claims extending into fiscal 2026.
Unauthorized activity on certain IT systems was discovered on June 5, 2025; systems were taken offline, temporarily affecting order fulfillment and distribution.
Management believes the incident is reasonably likely to have a material impact on fourth-quarter fiscal 2025 net income/(loss) and adjusted EBITDA versus internal projections.
The company plans to release an updated financial outlook for the rest of fiscal 2025 in July 2025.
Core electronic ordering and invoicing systems have been restored, and the company says it does not expect a material impact on its financial condition or longer-term objectives.
UNFI reported third-quarter fiscal 2025 net sales up 7.5% to $8.1 billion and a narrower net loss of $7 million, or $(0.12) per diluted share, versus a $21 million loss a year earlier. The company cut its full-year GAAP net loss outlook to $55 million-$80 million from a prior range that topped out at $3 million of net income, citing charges for exiting a customer contract and optimizing its Northeast distribution network; it left other metrics unchanged because of an ongoing assessment of an unauthorized IT incident.
Q3 net sales rose 7.5% to $8.1 billion; net loss narrowed to $7 million, or $(0.12) per diluted share, from $21 million, or $(0.34) per share, a year earlier.
Q3 Adjusted EBITDA rose 20.8% to $157 million; Adjusted EPS was $0.44 versus $0.10 a year earlier.
Fiscal 2025 GAAP net loss outlook updated to $55 million-$80 million (previously $3 million of income to $13 million loss); EPS outlook updated to $(1.30)-$(0.90).
Outlook unchanged for net sales ($31.3-$31.7 billion) and Adjusted EBITDA ($550-$580 million); the company cited an unauthorized IT activity discovered June 5, 2025 and disclosed June 9, 2025.
For the fiscal second quarter ended February 1, 2025, UNFI reported net sales up 4.9% to $8.2 billion and a net loss of $3 million, or $0.05 per diluted share, versus a $15 million loss a year earlier. The company raised its fiscal 2025 outlook for most metrics, including Adjusted EPS of $0.70 to $0.90, up from $0.40 to $0.80. Both sales and per-share results improved, though the company still posted a GAAP loss for the quarter.
Net sales rose 4.9% to $8.2 billion, driven by a 3% increase in wholesale unit volumes and inflation.
Net loss narrowed to $3 million ($0.05 per diluted share) from $15 million ($0.25); Adjusted EPS was $0.22 versus $0.07.
Adjusted EBITDA rose 13.3% to $145 million; net debt to Adjusted EBITDA ratio fell to 3.7x from 4.3x a year earlier.
Fiscal 2025 outlook raised from the December 10, 2024 guidance: net sales now $31.3 billion to $31.7 billion and free cash flow above $150 million.
At its December 17, 2024 annual meeting, United Natural Foods stockholders approved the Fourth Amended and Restated 2020 Equity Incentive Plan, which adds 1,200,000 shares that may be issued under the plan and requires a release before shares vest upon retirement. Stockholders also elected all 10 director nominees, ratified KPMG LLP as auditor for the fiscal year ending August 2, 2025, and approved executive compensation on an advisory basis. The larger share pool could lead to more share issuance to employees and directors over time.
Equity plan approved: 33,570,688 for, 12,975,385 against, 335,246 abstain
Plan increase: 1,200,000 additional shares, plus a retirement-related vesting release requirement
All 10 director nominees elected, including Michael S. Funk with 46,480,810 votes for
KPMG LLP ratified as auditor: 51,410,833 for, 887,705 against
UNFI reported first-quarter fiscal 2025 results for the 13 weeks ended November 2, 2024, with net sales up 4.2% to $7.9 billion and a net loss of $21 million, narrowed from $39 million a year earlier. The company raised its full-year outlook for all metrics except capital spending, including Adjusted EBITDA of $530 million to $580 million, which means results improved on both sales and profit measures for shareholders.
Net sales rose 4.2% to $7.9 billion; diluted loss per share was $(0.35) versus $(0.67) a year earlier
Adjusted EBITDA increased 14.5% to $134 million; Adjusted EPS was $0.16 versus $(0.04)
Updated fiscal 2025 outlook: net loss $(31) million to $(3) million, down from $(41) million to $(3) million; Adjusted EPS $0.40 to $0.80, up from $0.20 to $0.80
Free cash flow was $(159) million versus $(328) million; net debt to Adjusted EBITDA leverage was 4.2x
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