Every material Form 8-K United Natural Foods filed with the SEC in 2025, 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.
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.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every United Natural Foods filing is on SEC EDGAR ↗. 8-K briefs of other companies →