Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2024

(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
313 Iron Horse Way, Providence, RI 02908
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (401) 528-8634
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01UNFINew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 
 Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01    Entry into a Material Definitive Agreement.

On May 21, 2024, United Natural Foods, Inc., a Delaware corporation (the “Company”), and Whole Foods Market Services, Inc. (“Whole Foods Market”), an affiliate of Whole Foods Market, Inc., entered into an Amended and Restated Agreement for Distribution of Products (the “Distribution Agreement”). The Distribution Agreement amends and restates the Company’s prior agreement with Whole Foods Market Distribution, Inc., dated October 30, 2015, as amended on March 3, 2021, which was scheduled to terminate on September 27, 2027. The Distribution Agreement extends the term to May 20, 2032.
The Distribution Agreement relates to all products except produce and catch weight meat purchased by Whole Foods Market from the Company for sale in Whole Foods Market’s continental United States locations (excluding products distributed by UNFI Canada, Inc., Tony’s Fine Foods, Nor-Cal Produce, Inc. and Albert’s Organics, Inc., each of which is a wholly owned subsidiary of the Company, and products purchased by Whole Foods Market from the Company's non-wholesale, manufacturing arms and retail divisions).

The Distribution Agreement provides for certain pricing and other terms in the event that Whole Foods Market meets certain minimum purchase requirements in certain periods.

The foregoing description of the Distribution Agreement in this Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the Distribution Agreement, a copy of which will be filed as an Exhibit to UNFI’s Quarterly Report on Form 10-Q for the quarter ended April 27, 2024.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the Distribution Agreement issued by the Company on May 21, 2024 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

By:/s/ Giorgio Matteo Tarditi
Name:Giorgio Matteo Tarditi
Title:President and Chief Financial Officer

Date:    May 21, 2024

Exhibit 99.1

United Natural Foods, Inc. Extends Distribution Partnership with Whole Foods Market to 2032

PROVIDENCE, R.I. – (May 21, 2024) – United Natural Foods, Inc. (NYSE: UNFI) announced today that it has extended its wholesale grocery distribution partnership with Whole Foods Market, an affiliate of Amazon.com, Inc. (NASDAQ: AMZN), by entering into an eight-year extension agreement with the company to serve as their primary distributor. The term of the newly extended distribution relationship between the parties will now run until May 2032, replacing the term of the prior agreement, which was set to expire in September 2027.

“We are proud to extend our longstanding partnership with Whole Foods Market to provide high-quality foods and other valuable items to consumers all across the country,” said David Matthews, President of National Sales for UNFI. “We look forward to supporting Whole Foods Market and remain firmly committed to working together to serve the evolving needs of their consumers.”

“UNFI plays an important role in our supply chain as we continue to grow and serve more customers,” said David Garraway, Vice President Supply Chain for Whole Foods Market. “We look forward to strengthening our longstanding partnership together.”

About UNFI
UNFI is North America's premier grocery wholesaler delivering the widest variety of fresh, branded, and owned brand products to more than 30,000 locations throughout North America, including natural product superstores, independent retailers, conventional supermarket chains, ecommerce providers, and food service customers. UNFI also provides a broad range of value-added services and segmented marketing expertise, including proprietary technology, data, market insights, and shelf management to help customers and suppliers build their businesses and brands. As the largest full-service grocery partner in North America, UNFI is committed to building a food system that is better for all and is uniquely positioned to deliver great food, more choices, and fresh thinking to customers. To learn more about how UNFI is delivering value for its stakeholders, visit www.unfi.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the Company’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties and are based on current expectations and management estimates; actual results may differ materially. The risks and uncertainties which could impact these statements include those described in the Company’s filings under the Securities Exchange Act of 1934, as amended, including its annual report on Form 10-K for the year ended July 29, 2023, filed with the SEC on September 26, 2023, and other filings the Company makes with the SEC. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company is not undertaking to update any information contained in this press release to reflect subsequently occurring events or circumstances. Any estimates of future results of operations are based on a number of assumptions, many of which are outside the Company’s control and should not be construed in any manner as a guarantee that such results will in fact occur. These estimates are subject to change and could differ materially from final reported results.

For UNFI Investors:
Kristyn Farahmand
Steve Bloomquist

For Media:
Charles Davis

Document and Entity Information
May 21, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 21, 2024
Entity Registrant Name UNITED NATURAL FOODS, INC.
Entity File Number 001-15723
Entity Tax Identification Number 05-0376157
Entity Address, Address Line One 313 Iron Horse Way,
Entity Address, State or Province RI
Entity Address, Postal Zip Code 02908
City Area Code 401
Local Phone Number 528-8634
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.01
Trading Symbol UNFI
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001020859
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity Address, City or Town Providence,

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