United Natural Foods 2026财年委托书：战略进展、治理与高管薪酬

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION

Letter from Our Independent Chair of the Board

Dear Fellow Stockholders,

I am honored to continue serving as the Independent Chair of our Board of Directors. Fiscal 2026 marked UNFI’s 50th anniversary, a milestone that gives us an opportunity to reflect on our heritage and on the Board’s role in positioning the Company for the next 50 years. As we celebrate this important moment, the Board remains focused on thoughtful oversight, sound governance and the long-term success of the Company.

Celebrating 50 Years. UNFI traces its roots to the formation of its predecessor, Mountain People’s Warehouse, in 1976. Since then, we have grown organically and through acquisitions, expanding our distribution network, product selection and customer base, while building on a heritage in natural, organic and specialty products. Today, UNFI is a leading grocery wholesaler serving over 30,000 customer locations across all 50 states and all ten Canadian provinces. Co-founder Michael Funk continues to serve on our Board, bringing deep institutional knowledge and connecting us to the principles on which the Company was founded. To commemorate our anniversary, the UNFI Foundation launched the “50 for 50” grant initiative, committing to funding nonprofits in all 50 states and Canada and granting nearly $2 million in calendar year 2026. We also introduced the Michael Funk Legacy Awards to recognize customers, suppliers and associates whose longstanding partnerships and contributions have helped expand access to better food.

Board Oversight of Our Multi-Year Strategy. Fiscal 2026 was the second year of the Company’s multi-year value creation strategy, which is focused on adding value for customers and suppliers while becoming a more effective and efficient company. The Board maintains direct oversight of strategy development and execution, as well as strategic, operational and competitive risks, and receives regular progress updates from Management. We remain committed to maintaining a Board that represents a wide range of backgrounds, experiences and identities with relevant skills and experience to oversee our strategy.

Stockholder Engagement and Commitment to Good Governance. We are committed to engaging with, and responding to feedback from you, our stockholders. Our direct engagement with our stockholders helps us better understand your priorities, perspectives and areas of concern, while giving us an opportunity to elaborate on our initiatives and practices. This summer during our annual stockholder engagement program, we reached out to holders representing approximately 83%, and spoke with holders representing approximately 45%, of our outstanding common stock. Feedback from these conversations continues to inform the Board’s deliberations and has contributed to enhancements to our governance and executive compensation programs.

On behalf of the entire Board of Directors, I would like to thank you for your continued investment and trust as we strive to deliver long-term value for you, and for all of our key stakeholders.

Table of Contents

Letter from Our CEO

Dear Stockholders,

In fiscal 2026, we completed the second year of our value creation strategy to add value for our customers and suppliers while becoming a more effective and efficient company. Throughout the year, UNFI strengthened capabilities to help our customers and suppliers differentiate and compete, while significantly improving our profitability and free cash flow. These results provide us with a strong foundation and momentum to continue to execute our strategy and our work to create long-term value in a dynamic operating environment.

We remain focused on achieving profitable growth within the most successful and resilient parts of the grocery retail industry by helping these retailers execute their differentiation strategies. In fiscal 2026, we launched more than 130 new private brand SKUs, including innovative health-forward options, to help our customers broaden their assortments and meet evolving consumer needs. We also introduced AI-enabled features on the UNFI Insights platform, helping suppliers assess store-level performance and improve demand planning.

Additionally, we believe the leadership updates we announced in July will enable us to accelerate our value creation strategy. Matteo Tarditi was appointed President and Chief Operating Officer, bringing together our sales, supply chain, technology and Lean organizations to strengthen alignment between customer relationships and operational execution. Louis Martin was appointed Chief Commercial Officer, focused on accelerating our commercial strategy and capabilities. Alfredo Luchini joined as Chief Financial Officer, bringing strong financial leadership to support long-term, profitable growth. Together, these updates position us to continue improving execution and service for our customers and suppliers.

UNFI remains committed to advancing our sustainability and impact initiatives that create value for our partners while driving greater effectiveness and efficiency across the Company. In fiscal 2026, we continued expanding supplier engagement programs that help emerging brands grow with more retailers and hosted two climate summits designed to share best practices with customers and suppliers. We also broke ground on an integrated fleet electrification project at our Gilroy, California distribution center, combining on-site renewable energy, battery storage, charging infrastructure and electric vehicles. Further, we exceeded our goal of donating 250 million pounds of food four years ahead of schedule.

We’ve started fiscal 2027 with momentum, and our team remains focused on accelerating capabilities to help our customers and suppliers grow profitably while continuing to improve effectiveness and efficiency across our business. We are encouraged by the progress we made in fiscal 2026 and see meaningful opportunities ahead as we continue our journey to become the food retail industry’s most valued partner.

We thank you for your support and trust, and I look forward to updating you on our progress.

Table of Contents

Notice of Annual Meeting of Stockholders

Meeting Information

Tuesday, December 15, 2026, 11:00 a.m. EST, with log-in at 10:45 a.m. EST.

You may attend our annual meeting of stockholders in December 2026 (Annual Meeting) through the Internet by virtual web conference at www.virtualshareholdermeeting.com/UNFI2026AM. The meeting will be a virtual-only meeting, consistent with recent years. We believe the virtual meeting allows greater access for stockholders to participate in the meeting, hear from Management and ask questions than an in-person meeting in one geographic location.

Items to Be Voted on

1.The election of ten nominees as Directors to serve until the next annual meeting of stockholders.

2.The ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2027.

3.The approval, on an advisory basis, of our executive compensation.

4.The approval of an amendment to our Amended and Restated Certificate of Incorporation to limit certain liability of our officers as permitted by Delaware law.

5.The approval of the Sixth Amended and Restated 2020 Equity Incentive Plan.

6.Consideration of such other matters as may properly come before the meeting or any adjournments or postponements thereof.

Record Date

Only stockholders of record on our books at the close of business on Wednesday, October 21, 2026, will be entitled to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Proxy Voting

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares through the Internet, by telephone or by completing, dating, signing and promptly returning your proxy card to us in the envelope provided. The proxy materials provide you with details on how to vote by these three methods. If you decide to attend the Annual Meeting through the Internet, you may revoke your proxy and cast your vote during the meeting.

Proxy Materials

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors of United Natural Foods, Inc. for use at the Annual Meeting. In accordance with rules approved by the Securities and Exchange Commission (SEC), we make proxy materials available to our stockholders over the Internet. On or about November [•], 2026, we mailed to all stockholders of record as of the close of business on October 21, 2026, a notice containing instructions on how to access our Annual Report to Stockholders, which contains our audited consolidated financial statements for the fiscal year ended August 1, 2026; our proxy statement; proxy card; and other items of interest to stockholders on the Internet website indicated in our notice, at www.proxyvote.com, as well as instructions on how to vote your shares of common stock in connection with the Annual Meeting. That notice also provided instructions on how you can request a paper copy of our proxy materials and Annual Report to Stockholders if you desire.                                        

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Cautionary Note Regarding Forward Looking Statements

This proxy statement contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Our actual results may differ from our expectations, estimates and projections, and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “seek,” “may,” “will,” “could,” “should,” “would,” “believe,” “predict,” “potential,” “might,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, our expectations with respect to our future performance and the drivers of that performance. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. These statements are based on our management’s beliefs and assumptions, which are based on currently available information. Most of these factors are outside our control and are difficult to predict. Except as otherwise may be required by law, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or actual operating results. Factors that may cause such differences include, but are not limited to: our dependence on principal customers; our relatively low margins, which are sensitive to inflationary and deflationary pressures and intense competition, including as a result of the continuing retailer consolidation and the growth of consumer choices for grocery and consumable purchases; our ability to realize the anticipated benefits of our strategic initiatives; changes in relationships with our suppliers; our ability to develop, implement, operate and maintain, and rely on third parties to operate and maintain, reliable and secure technology systems; the effectiveness of our business continuity plans in response to incidents impacting our operating network or technology systems; our sensitivity to general economic conditions including inflation, tariff policy and changes in disposable income levels and consumer purchasing habits; labor and other workforce shortages and challenges; the addition or loss of significant customers or material changes to our relationships with these customers; our ability to continue to grow sales, including of our higher margin natural and organic foods and non-food products; our ability to maintain sufficient volume in our Natural and Conventional businesses to support our operating infrastructure; increases in healthcare, pension and other costs under our single employer benefit plan and multiemployer benefit plans; the potential for our insurance and self-insurance programs not to be adequate to cover our claims; the potential for disruptions in our supply chain or our distribution capabilities from circumstances beyond our control, including due to lack of long-term contracts, severe weather, labor shortages or work stoppages or otherwise; the effect of adverse decisions in, or settlement of, litigation or other proceedings to which we are subject; volatility in fuel costs; our ability to access additional capital; our ability to realize anticipated benefits of strategic transactions; the potential for additional asset impairment charges; our ability to maintain food quality and safety; moderated supplier promotional activity, including decreased forward buying opportunities; union-organizing activities that could cause labor relations difficulties and increased costs; and changes in tax laws and regulations, and actions by federal, state and local taxing authorities related to the interpretation and application of such tax laws and regulations.

More information about other potential factors that could affect our business and financial results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended August 1, 2026 (Annual Report) filed with the SEC.

Table of Contents

Proxy Statement Summary

For the Annual Meeting of Stockholders, December 15, 2026

Voting Matters

Director Nominees

Our business and affairs are managed under the direction of the Board of Directors (the Board). The Board currently consists of ten (10) Directors, nine (9) of whom are independent.

Information about our current Directors and the Committees on which they serve is set forth below. Each Director serves a one-year term and has been nominated for re-election.

1

Table of Contents

Year in Review

Our Strategic Priorities

UNFI is a leading grocery wholesaler and support services provider to retailers in the United States and Canada. We believe our broad array of products, data, insights, programs and services uniquely positions us to help meet a wide range of customer and supplier needs across North America. We believe our total product assortment and service offerings help differentiate UNFI in the wholesale marketplace.

We plan to continue to pursue new business opportunities with independent retailers that operate diverse formats, regional and national chains and international customers with wide-ranging needs. In fiscal 2026, we continued executing against our value creation strategy we introduced in October 2024, which seeks to build capabilities and add value to our customers and suppliers through our portfolio of products, programs, insights and services while improving our effectiveness and efficiency.

Sustainability and Impact Practices

In fiscal 2026, we continued to advance our Better for All strategy, which includes sustainability initiatives that drive meaningful impact outcomes, while simultaneously supporting business efficiencies and creating shared value for our stakeholders. Several accomplishments from fiscal 2026 include:

Executive Leadership Team Updates

In fiscal 2026, our Board and Management reviewed and updated our executive leadership team to accelerate our value creation strategy and increase operating efficiency, resulting in the following changes:

2

Table of Contents

Governance Highlights

In fiscal 2026, we continued our commitment to strong governance practices:

Board Refreshment

We are committed to actively refreshing our Board and Committees to maintain a range of tenures on the Board to balance institutional knowledge with fresh perspectives, which we believe promotes strong Board governance. We also proactively manage potential vacancies due to retirement. The Board engages a top tier third-party recruiter to identify and recommend a list of candidates that represent a wide range of backgrounds, experiences and identities that will complement the existing skill set and qualifications of our current Board, our strategic vision and our corporate values.

2026 Stockholder Outreach

We reached out to holders representing approximately 83%, and met with holders representing approximately 45%, of our outstanding common stock this year. Investors were complimentary of our demonstrated responsiveness to stockholder feedback overall. We also generally sought investor feedback about our compensation program, our equity plan and how we can further enhance our good governance practices. Overall, the feedback we received was positive, and Management provided a comprehensive summary of investor feedback to the appropriate Committees for discussion.

See “Corporate Governance—Stockholder Engagement” and “Executive Compensation—Compensation Discussion and Analysis—Say-on-Pay Vote, Investor Engagement and Responsive Action” for more discussion of actions we have taken in response to our conversations with stockholders.

3

Table of Contents

Governance Highlights

How to Vote:

How to attend and ask questions at the meeting:

•Attend the Annual Meeting online, including to vote and/or submit questions at www.virtualshareholdermeeting.com/UNFI2026AM

•The Annual Meeting will begin at approximately 11:00 a.m. EST (log-in at 10:45 a.m.) on Tuesday, December 15, 2026

•You may submit questions for the meeting in advance at www.proxyvote.com

•You may submit live questions during the meeting at www.virtualshareholdermeeting.com/UNFI2026AM

4

Table of Contents

Corporate Governance

Governance Highlights

We are committed to best practices in corporate governance. Some of our key corporate governance programs are summarized below, with further information provided throughout this proxy statement.

Independent Oversight

•Independent Chair of the Board and annual review of optimal leadership structure with term guidelines for Board leadership

•Nine of our ten Directors are independent

•Regular executive sessions of independent Directors at Board and Committee meetings

•100% independent Board Committees, with strong Committee mandates and term guidelines for Chairs

•Comprehensive Board oversight of strategy development and execution

•Active Board oversight of the Company’s compliance and risk management, including regular review of ERM program

•Board and Committees may hire outside advisors independent of Management

•Board oversight of the Company’s sustainability strategies and policies, including regarding climate change, biodiversity and natural capital, deforestation, responsible sourcing, waste reduction and community engagement, and corporate philanthropy and political contributions policies, through the Nominating and Governance Committee

•Board oversight of human capital management through the Compensation Committee

Board Composition and Qualifications

•Regular Board refreshment and mixed tenure

•Diverse backgrounds, ages, experiences and qualifications, with a view to making changes as appropriate to continue to add value and meet our evolving strategic needs

•Annual Board and Committee self-evaluations, conducted by a third-party every two or three years, most recently in fiscal 2025

•Mandatory Director retirement age of 75

•Orientation program for new Directors and ongoing director education programs for all Directors

•Limitations on serving on other public company boards; no more than three additional public company boards or one additional public company board for the CEO and other executive officers

•Directors and executive officers must notify the Chair of the Nominating and Governance Committee and the CEO of potential appointments in advance for review by the Nominating and Governance Committee

Good Governance Practices

•Conducted our annual comprehensive review of our governance policies to promote compliance with evolving regulations and trends

•Sustainability strategies and policies overseen by the Nominating and Governance Committee, supported by our Sustainability Executive Committee

•Human capital management overseen by the Compensation Committee with a focus on associate well-being across a variety of measures

◦UNFI offers associates several benefit programs, including:

▪Comprehensive health and welfare benefit programs

▪A wellness program fully integrated within our Employee Assistance Program and linked to our health and welfare plan to encourage and support overall well-being

▪Paid time off, including parental paid leave

▪A grant program to provide funds to associates in need

▪401(k) plan

▪Employee education assistance program

5

Table of Contents

◦Include human capital management and inclusion and well-being as key elements of our people first strategy

◦Continued focus on associate safety, engagement, and empowerment to allow for innovation and best-in-class solutions for our customers and suppliers

•Prohibition on hedging or pledging of Company stock by Directors and executive officers included in stock ownership guidelines and Insider Trading Policy (as defined below)

•Strong policies restricting trading by insiders, including discussion-based preclearance process

•Ongoing Board oversight of robust data and cybersecurity programs, including ERM and risks relating to cybersecurity, data privacy and information technology through Audit Committee oversight

Stockholder Rights

•Annual election of all Directors

•Majority vote and Director resignation policy for Directors in uncontested elections

•Proxy access right for stockholders provided in our Fifth Amended and Restated Bylaws (the Bylaws) (stockholders or group of up to 20 stockholders who have owned at least 3% of our outstanding common stock continuously for at least 3 years may submit Director nominees for inclusion in our proxy materials (up to the greater of two Directors or 20% of the Board)), subject to applicable procedural requirements

•Stockholder right to call special meeting by stockholders owning at least 25% of our outstanding common stock

•One class of shares, with each share entitled to one vote

•No poison pill

We maintain a corporate governance section on our corporate UNFI website that includes key information about our corporate governance policies and our Code of Conduct. The corporate governance information can be found at www.unfi.com, by clicking on “Investors” at the top of our website, then “Governance.” Copies of our Corporate Governance Principles, our Code of Conduct, our Sustainability Policy and the charters for each of the Board’s Committees can be found on our website. Information contained on our website is not incorporated by reference in this proxy statement or considered to be part of this document, and our internet address is included in this document as an inactive textual reference only. During fiscal 2026, we reviewed and updated our Corporate Governance Principles, each of our Committee charters, our Insider Trading Policy, and our Sustainability Policy in connection with our ongoing comprehensive review of our governance practices.

Director Independence

Our Corporate Governance Principles require a majority of the members of the Board to be independent Directors, as such term is defined in the New York Stock Exchange (NYSE) listing standards. For a Director to be considered independent, the Board must affirmatively determine, after the consideration of all relevant facts and circumstances, that the Director has no material relationship with the Company that, in the opinion of the Board, would interfere with the exercise of independent judgment by such individual in carrying out the responsibilities of a Director. The Board has reviewed all relevant relationships of the Directors with the Company. During fiscal 2026, the Company sold goods and services in the ordinary course to a customer of the Company owned by Mr. Funk. Mr. Funk is not an employee, and does not manage the day-to-day operations, of this customer. The Nominating and Governance Committee reviewed this relationship and determined, based on the immateriality of the transactions to the Company and to Mr. Funk and the arm’s length terms of the relationship, that the relationship was not material and did not impair Mr. Funk’s independence. See “Director Compensation — Certain Relationships and Related Transactions — Review and Approval of Related Party Transactions.”

The Board, upon the recommendation of the Nominating and Governance Committee, has determined that the following nine of our ten current Directors are independent: Lynn S. Blake, Gloria R. Boyland, Daphne J. Dufresne, Michael S. Funk, James M. Loree, Shamim Mohammad, James L. Muehlbauer, James C. Pappas and Jack Stahl. Sandy Douglas is not independent because he is our CEO.

Our Corporate Governance Principles and the charter for each of the Board’s standing Committees—the Audit Committee, the Compensation Committee and the Nominating and Governance Committee—require all members of such Committees to be independent within the meaning of the NYSE listing standards and SEC rules. The charter of the Audit Committee requires each of its members to meet the definition of independence under Section 10A of the Securities Exchange Act of 1934, as amended (the Exchange Act), and SEC rules thereunder.

6

Table of Contents

The charter of the Compensation Committee requires each of its members to be a non-employee director within the meaning of Rule 16b-3 under the Exchange Act.

Board Leadership Structure

Our Board is led by an Independent Chair. The Board has determined that separate positions of CEO and Chair, with separate and delineated accountabilities, remains the most appropriate leadership structure for the Company. The Board believes that this leadership structure promotes strong Board engagement and provides robust, independent oversight of our management and affairs, resulting in good governance. We continue to receive feedback from our stockholders indicating support for our separate Chair and CEO roles.

Our Corporate Governance Principles do not require the Chair of the Board to be independent and do not specify whether the positions of Chair of the Board and the CEO must be separated. The Board regularly considers the appropriate leadership structure for the Company and has determined that the Company and its stockholders are best served by the Board retaining discretion to determine whether the same individual should serve as both CEO and Chair, or whether the roles should be separated. The Board believes that it is important to retain the flexibility to make this determination based on what it believes will provide the best leadership structure for the Company, in light of the prevailing facts and circumstances at such time.

Independent Chair

The Independent Chair is elected annually by the independent Directors of the Board. In September 2026, the independent Directors appointed Mr. Stahl to serve as the Board’s Independent Chair for a sixth term. In accordance with our Corporate Governance Principles, the Board must elect an Independent Chair annually and will consider rotation of the Independent Chair every five to seven years based on the best interests of the Company at that time. The Independent Chair is responsible for coordinating the activities of the other Directors and for performing such other duties and responsibilities as the Board may determine from time to time, which are set forth in our Corporate Governance Principles, and include but are not limited to:

•Providing leadership of the Board;

•Serving as principal liaison between the Directors and senior Management, particularly the CEO;

•Providing input to the Nominating and Governance Committee and the Board on Committee membership;

•Advising and assisting the Committee Chairs in fulfilling their leadership roles and responsibilities;

•Suggesting an appropriate schedule of Board meetings;

•Selecting Board meeting agenda topics and incorporating Board and CEO input on the agendas;

•Coordinating with the Nominating and Governance Committee Chair and the Compensation Committee Chair in their respective roles in the annual CEO performance evaluation, including as it impacts CEO compensation and oversight of the process for CEO succession;

•Determining the retention of advisors and consultants who report directly to the Board;

•Chairing regular and special Board meetings and stockholder meetings; and

•Presiding over executive sessions at Board meetings.

A description of the duties of the Independent Chair is included in the Corporate Governance Principles, a copy of which can be found in the “Governance” section of our website at www.unfi.com. Information contained on our website is not incorporated by reference in this proxy statement or considered to be part of this document, and our internet address is included in this document as an inactive textual reference only.

Limitation on Service on Other Boards

Our Corporate Governance Principles permit our independent Directors to serve on a maximum of four (4) public company boards and the CEO and other executive officers to serve on a maximum of two (2) public company boards, in each case, including that of the Company. In addition, Directors who also serve as chief executive officers, executive officers or in equivalent positions generally should not serve on more than two public company boards (including serving, if applicable, on the board of their employer). The Nominating and Governance Committee is tasked with reviewing the service of Directors and any executive officers on public company boards annually (or more frequently as needed, including as new potential appointments are proposed) to assure that Directors and executive officers have sufficient time to devote to the Company.

7

Table of Contents

Risk Oversight

Committees also address additional risks on an ad hoc basis, as appropriate. The Board believes this allocation of risk oversight responsibilities is effective because it enables key risks to be reviewed by the Committees best positioned to oversee them, allowing appropriate time, attention and expertise to be devoted to the risks the Company faces.

Anti-Hedging and Insider Trading Policies

Our stock ownership guidelines and our Insider Trading Policy include prohibitions against speculative trading activities in relation to Company securities, including entering into events contracts or engaging in activity on prediction markets related to the Company or Company securities. Senior employees (including executive officers) and Directors are strictly prohibited from entering into any transaction that would operate as a hedge against their stock ownership position or that would hedge against the financial effect of their building up stock ownership to reach the requirements set forth in our stock ownership guidelines. Under our Insider Trading Policy, all insiders who periodically have access to material nonpublic information are subject to pre-clearance requirements before engaging in transactions in Company securities, which includes a pre-clearance interview with a member of our legal department who is trained in such conversations. Additionally, certain insiders who have been identified as regularly having access to material nonpublic information about the Company are prohibited from engaging in transactions in Company securities during blackout periods (other than in accordance with a pre-approved Rule 10b5-1 trading plan). Such persons may only trade in Company securities during an open window after conducting a pre-clearance interview with a member of our legal department who is trained in such conversations. Under our policy governing 10b5-1 trading plans, we permit all Directors and employees, including executive officers, to enter into 10b5-1 plans during an open window period when they are not in possession of material nonpublic information. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

8

Table of Contents

Committees of the Board of Directors

The Board currently has three standing committees: the Compensation Committee, the Audit Committee and the Nominating and Governance Committee. Upon recommendation of the Nominating and Governance Committee, the full Board appoints the members and the Chair of each Committee. In addition to our standing committees, the Board may establish ad hoc committees or working groups from time to time to assist the Board in fulfilling its oversight responsibilities with respect to certain topics such as technology or finance. For example, a group of directors with technology and innovation experience regularly meets with our CEO, COO and CIO to discuss strategy and risks in that area.

Compensation Committee

The Compensation Committee establishes or approves all policies and procedures related to our human resources function with respect to our executive officers, including employee compensation, incentive programs and our 401(k) plan, and administers our stock incentive plans. Additionally, this Committee evaluates and establishes the respective compensation of our executive officers on an individual basis and recommends compensation of our CEO for approval by the Board. The Compensation Committee also reviews the compensation of certain other members of senior Management and recommends to the Board the compensation for our non-employee Directors. For a description of the role of the Compensation Committee, its consultants and Management in setting executive compensation, see “Executive Compensation—Compensation Discussion and Analysis—How We Make Decisions Regarding Executive Pay.” The Compensation Committee also approves our compensation discussion and analysis included in our annual proxy statement. The Compensation Committee oversees our leadership development and management succession planning (although the Nominating and Governance Committee oversees the CEO succession planning process). Additionally, the Compensation Committee oversees human capital management matters, including reviewing and overseeing key inclusion and well-being initiatives and human resources policies and practices.

The agenda for meetings of the Compensation Committee is determined by its Chair with the assistance of our CEO, Chief Human Resources Officer (CHRO) and General Counsel and Corporate Secretary (General Counsel). Compensation Committee meetings are regularly attended by the CEO, Chief Financial Officer (CFO), CHRO and General Counsel. At each of its regular meetings in fiscal 2026, the Compensation Committee met in executive session. The Compensation Committee Chair reports the Committee’s recommendations on CEO executive compensation to the Board, which sets the CEO’s compensation, and reports its determinations on other executive compensation to the Board. Independent advisors and our finance, human resources, benefits and legal departments support the Compensation Committee in its duties and may be delegated authority to fulfill certain administrative duties regarding the compensation programs. The Compensation Committee has authority under its charter to retain, approve fees for (and, as may be necessary or advisable, change or terminate) a compensation consultant, legal counsel or other advisor as it deems necessary to assist in the fulfillment of its responsibilities. The Compensation Committee annually evaluates the independence of its consultants, assesses their performance and establishes the annual scope of work and fees for the consultants pursuant to a pre-approval policy. The Compensation Committee has engaged Frederic W. Cook & Co. (FW Cook) as its compensation consultant for fiscal 2027.

The Compensation Committee’s charter is available on our website, www.unfi.com. Information contained on our website is not incorporated by reference in this proxy statement or considered to be part of this document, and our internet address is included in this document as an inactive textual reference only. The charter was most recently amended in March 2026. The Compensation Committee held four meetings during fiscal 2026. The current members of the Compensation Committee are Mses. Dufresne (Chair) and Boyland and Messrs. Mohammad and Pappas, each of whom is an independent director under SEC rules and NYSE listing standards applicable to compensation committee members.

Audit Committee

The Audit Committee is responsible for monitoring the integrity of our financial reporting process and systems of disclosure controls and internal control over financial reporting; monitoring the independence and performance of our independent registered public accounting firm; and overseeing our internal audit department. Among the Audit Committee’s duties are to review the results and scope of the audit and other services provided by our independent registered public accounting firm. The Audit Committee is also responsible for overseeing the finance and accounting matters regarding related party transactions under our Related Party Transaction Policy, certain compliance matters under our Code of Conduct and discussing risks related to cybersecurity and data privacy and information technology.

9

Table of Contents

The Audit Committee’s charter is available on our website, www.unfi.com. Information contained on our website is not incorporated by reference in this proxy statement or considered to be part of this document, and our internet address is included in this document as an inactive textual reference only. The charter was most recently amended in March 2026. The Audit Committee held six meetings during fiscal 2026. The current members of the Audit Committee are Mr. Muehlbauer (Chair), Ms. Blake and Messrs. Loree and Mohammad, each of whom is an independent Director under SEC rules and the NYSE listing standards applicable to audit committee members. The Board has determined that all members of the Audit Committee are audit committee financial experts, as defined by the rules and regulations of the SEC.

Nominating and Governance Committee

The Nominating and Governance Committee is responsible for periodically reviewing our Corporate Governance Principles and recommending to the Board any changes it deems appropriate for the Board’s consideration and approval; identifying and nominating candidates for election to the Board; assessing and making recommendations to the Board regarding the size and composition of the Board; making recommendations to the Board regarding the size, composition, scope of authority, responsibilities and reporting obligations of each of the Board’s Committees; assisting the Board in facilitating performance reviews of the Board and its Committees and members; oversight of our Sustainability Policy and policies regarding corporate philanthropy and political contributions, as well as other sustainability strategies and policies; overseeing our CEO succession planning process; overseeing our Ethics and Compliance Program; and such other duties and responsibilities as may be assigned to the Nominating and Governance Committee, from time to time, by the Board or the Independent Chair. The Nominating and Governance Committee is also responsible for reviewing and approving related party transactions under our Related Party Transaction Policy and oversees certain compliance matters under our Code of Conduct that are not related to finance or accounting (which are overseen by the Audit Committee), and provides oversight of general risk and compliance areas not falling under the Audit Committee or Compensation Committee. Additionally, the Nominating and Governance Committee oversees political contributions, policies and commitments. Our Political Activities and Government Relations Policy, together with our Code of Conduct, provide for oversight of political contributions, including that any corporate contributions must be reviewed and approved in advance in writing by specified members of our senior management team, be in compliance with applicable law and be properly disclosed.

For information regarding the director nomination process undertaken by the Nominating and Governance Committee, please refer to “Proposal 1—Election of Directors—Nomination of Directors.”

The Nominating and Governance Committee’s charter is available on our website, www.unfi.com. Information contained on our website is not incorporated by reference in this proxy statement or considered to be part of this document, and our internet address is included in this document as an inactive textual reference only. The charter was most recently amended in March 2026. The Nominating and Governance Committee held five meetings during fiscal 2026. The current members of the Nominating and Governance Committee are Mses. Boyland (Chair) and Blake and Messrs. Pappas and Stahl, each of whom is an independent director under SEC rules and NYSE listing standards.

Board Meetings

During fiscal 2026, the Board met six times, and following each of the Board’s regularly scheduled quarterly meetings, the non-employee Directors met in executive session without the presence of Management. All Directors attended at least 75% of the aggregate number of meetings of the Board and of the Committees on which they served. We encourage each member of the Board to attend our annual meeting of stockholders. All of our current Directors attended our last annual meeting.

Stockholder Engagement

Stockholder engagement is an important component of the Company’s governance framework and provides the Board and Management with valuable insights regarding stockholder perspectives on a broad spectrum of business and governance matters. This year, we conducted our ninth annual investor engagement program to solicit and better understand investor feedback. Members of Management, including our General Counsel, CHRO, head of Investor Relations and head of our Sustainability and Impact team, as primary participants, participated in our stockholder engagement discussions, and our CEO once again joined a portion of several calls to discuss strategy topics. Directors are generally available to participate in our engagement meetings upon request from stockholders, and this year Mr. Stahl, our Independent Chair, joined a call. This year, we again reached out to a significant percentage of our stockholders (approximately 83% of outstanding shares of common stock), and we met with holders representing approximately 45% of our outstanding shares of common stock. The feedback Management

10

Table of Contents

has received over the years from this program has proven to be very helpful to the Company in understanding our investors’ perspectives on various business and governance matters, and we intend to maintain ongoing discussions with a large number of investors each year. Additionally, members of our Sustainability and Impact team engage in sustainability and impact-focused meetings with certain investors, upon request.

Topics of discussion included our strategy; our corporate governance, including Board refreshment and Board oversight; our Management team; our executive compensation program and equity plan; and our sustainability and impact programs and initiatives, including our focus areas, climate goals and our commitments to human capital management and inclusion and well-being. Investors remained complimentary of the prior changes we made to our executive compensation program in response to stockholder feedback and our demonstrated responsiveness to stockholder feedback overall.

After our engagement discussions, Management provided the feedback received from our stockholders to the Board, and the Nominating and Governance Committee and Compensation Committee discussed the feedback as part of their ongoing oversight responsibilities. Over the past several years, we have taken the following governance actions directly responsive to our stockholder conversations:

See “Executive Compensation—Compensation Discussion and Analysis—Say-on-Pay Vote, Investor Engagement and Responsive Action” for a discussion of actions we took in response to conversations regarding executive compensation.

11

Table of Contents

Board Evaluation and Refreshment

Our Board regularly evaluates its performance and composition, assessing individual Director’s skills, qualifications and experience to align the overall Board composition to best meet the needs of the Company’s long-term business strategy. Each year, the Board undertakes a thorough Board and Committee evaluation process, using a comprehensive set of questionnaires requesting quantitative and qualitative input from our Directors. The Board uses a skills matrix to assess the contributions, background and experience of each Director with those sought-after skills. The Nominating and Governance Committee also considers any additional skills, qualifications and experience that may be needed to meet the evolving strategic needs of the Company. The Board engaged a third party to conduct the Board and Committee assessment most recently in fiscal 2025, working with the Chair of the Nominating and Governance Committee. The Nominating and Governance Committee is committed to considering a facilitated, third-party assessment every two to three years.

The Nominating and Governance Committee is responsible for identifying and evaluating prospective Director candidates and recommending individuals for the Board’s consideration. The Nominating and Governance Committee also periodically assesses the proper mix of skills, qualifications, experience and expertise represented on the Board and its Committees to support effective oversight. The Board is highly skilled and qualified and committed to the Company’s success, as indicated by the high attendance rate and robust discussion and debate that occurs during each Board and Committee meeting.

Board Tenure

We aim to maintain a range of tenures on the Board, which we believe promotes strong Board governance. The Board’s tenure and number of independent Directors is as follows:

12

Table of Contents

Summary of Board Skills, Experiences and Qualifications

The chart below identifies the balance of skills and qualifications each Director brings to the Board. The fact that a particular skill or qualification is not designated does not mean the Director does not possess any experience or knowledge in that particular area. Rather, the skills and qualifications noted below are considered by the Nominating and Governance Committee as part of the Board refreshment process. The Nominating and Governance Committee believes the combination of the skills and qualifications shown below demonstrates how our Board is well positioned to provide strategic advice and effective oversight to our management.

Sustainability and Impact Practices

As North America’s premier grocery wholesaler, UNFI helps customers and suppliers bring better food to more communities while supporting a food system that is more resilient, efficient and accessible. Through our Better for All impact strategy, we focus on initiatives that create value for our business and stakeholders by strengthening supply chains, supporting associates, improving operational performance and helping advance community well-being.

Fiscal 2026 marked UNFI's 50th anniversary and represented another year of progress in integrating impact priorities with our long-term business strategy. Throughout the year, we continued investing in associate safety and development, supplier growth, operational efficiency, food safety, food access and climate-related initiatives designed to support long-term value creation. We also strengthened our long-term planning and decision-making processes to help inform future action while continuing to strengthen our understanding of the environmental and social topics most important to our business and stakeholders.

Our Nominating and Governance Committee maintains oversight of sustainability and impact strategies and priorities and receives regular updates on topics such as climate change, biodiversity and natural capital, deforestation, responsible sourcing, waste reduction and community engagement. UNFI's Sustainability Executive Committee helps align impact priorities with broader business objectives and strategic planning.

13

Table of Contents

In November 2025, we published our 15th annual Impact Report, which highlights our progress in fiscal 2025 across our Better for All pillars: Resilient Supply Chain, Thriving Associates, Efficient & Sustainable Operations and Nourished Communities. The report references multiple reporting frameworks, including Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) and Task Force on Climate Related Financial Disclosures (TCFD) frameworks. The GRI, SASB and TCFD tables are also available on our website. The Impact Report is not incorporated by reference into this proxy statement.

Our key highlights and achievements toward attaining our ambitious long-term goals in fiscal 2026 include the following:

14

Table of Contents

Human Capital Management

Our associates are essential to supporting our values and achieving our strategic vision, and we continue to strive to be an employer of choice. We are focused on associate safety, engagement and empowerment that fosters innovation and enables us to deliver best-in-class solutions to our customers and suppliers in an ever-changing retail landscape. We also prioritize the growth and well-being of our associates through comprehensive development opportunities, competitive rewards and a strong culture of inclusion and support.

Our Compensation Committee oversees human capital management matters with a focus on associate well-being across a variety of measures. We discuss our dedication to human capital management in our annual Impact Report, which can be found on our website under the “Investors” tab on the “Sustainability” webpage. The Impact Report and its disclosures are not incorporated by reference into this proxy statement. More information regarding human capital management may be found in our recently filed Annual Report.

Inclusion and Well-being

In an effort to recruit, inspire and retain the most talented team at all levels that maximizes speed, agility, innovation, execution and performance from the boardroom to our distribution centers, we pledge to promote inclusion and well-being for all by delivering high-quality benefits and programs that attract and nurture high performance in a safe and inclusive culture. We recognize that innovation thrives when there is unity and respect for all backgrounds and perspectives. Additionally, we aim to foster a culture of belonging, empathy and inclusion through open dialogues, educational opportunities and by honoring the experiences and special events that speak to our associates’ many experiences.

Over the last several years, we built an Inclusion and Well-being team with initiatives and priorities founded in research, best practices and leadership commitment. Our Vice President of Inclusion and Well-being oversees efforts around associate engagement and belonging while supporting responsible procurement through our Broad Market Access program. Our Inclusion and Well-being council and seven associate-led Belonging & Innovation Groups (BIGs), which are open to all associates, actively strive to create a workplace where all associates feel welcome and are motivated to reach their full potential. We have revised policies and practices to better serve our workforce and business needs, developed a multi-pronged approach to educate and engage associates that includes open discussions on various dimensions of inclusion and well-being, a podcast, mental health awareness trainings on our associate platforms, targeted volunteerism and campaigns encouraging respect and empathy. In fiscal 2026, we launched the DC Spanish Essentials Program to support non-Spanish speaking leaders in distribution centers with higher Spanish speaking populations, in addition to our English as a Second Language classes we continue to offer. In response to the rising rate of mental health issues in the workplace generally, the Inclusion and Well-being team partnered with our Safety team to launch a Mental Health First Aid certification initiative in our distribution centers, with certified leaders in all distribution centers who can recognize and respond to signs and symptoms of mental health and substance use challenges, as well as know how to provide someone with initial support until they are connected with appropriate professional help.

15

Table of Contents

Developing Talent

Attracting and retaining talent is one of our top priorities. To strengthen our capabilities, drive increased associate engagement and reduce turnover, we’re focused on creating meaningful experiences that help associates feel valued and supported throughout their careers.

We invest in our people through tuition and continuing education assistance programs, leadership development, role-based training and career growth opportunities at every stage of their tenure. We design and implement targeted programming to enhance our associates’ skills, strengthen their leadership capabilities and effectiveness in leading teams and move our business strategy forward. These programs support some of our biggest priorities, including:

•Financial and Lean acumen training, such as trainings on understanding margin, financial statements, understanding earnings calls and Lean daily management and root cause analysis;

•Leadership development programs, including our Corporate and Commercial Leadership Programs (manager-level associates and above), Elevate (director-level associates and above), a program to promote the success of our future leaders, and Fresh Perspectives, a program that offers virtually facilitated training and discussions to our associates; and

•Additional tools for personal growth, like Mentor Marketplace, career and development conversations, Mentoring Circles and education assistance initiatives.

Our learning and development teams also collaborate with key business areas such as sales, services, operations, transportation, environmental health and safety and food safety to develop role-based training to drive greater safety, productivity and effectiveness. Through these efforts, we are creating a culture where associates are empowered to engage, grow and succeed no matter what stage of their career – continuing to make UNFI better every day.

Compensation and Benefits

Our compensation and benefits programs are designed to promote a culture of well-being and recognize our associates for their outstanding achievements and dedication to serving our customers and keeping them safe during even the most challenging times. We are committed to offering market competitive pay programs that reward high performance, innovation and results that drive company success, and regularly review our compensation programs in this regard.

Our short-term incentive programs are aligned with the Company’s financial goals, linking associate rewards to the Company’s overall performance. Long-term incentives, including restricted share units and performance-based restricted share unit awards, help attract and retain innovative leaders while aligning their financial interests with those of our stockholders and other stakeholders.

As part of our commitment to support our associates’ “whole self” – health, finances and overall well-being – we offer a comprehensive range of benefits to eligible associates, including:

16

Table of Contents

Creating a Safe Environment

Safety remains the cornerstone of our operations. We are deeply committed to protecting our associates, customers, communities and consumers through enhanced safety measures and a culture rooted in care and responsibility. Our pledge, Every Moment Matters, continues to guide our efforts in fostering a workplace where safety is prioritized in every decision and action.

In fiscal 2026, we made significant strides to strengthen our safety systems and performance. Through the continued application of Lean principles, we have enhanced our leadership engagement and root cause analysis process. We also advanced our approach to serious incident management by strengthening investigation, escalation, corrective action and communication processes. In fiscal 2026, we standardized a company-wide escalation and review process for serious incidents, providing greater oversight and consistency in how events are investigated and lessons learned are shared. We also continued making multi-year investments in distribution center material handling equipment, operational standardization, facility improvements and associate training across our network. These efforts are intended to support workplace safety, improve consistency, reduce operational risk, and enhance the associate experience.

We also continued to invest in technology, training and coaching programs that enhance our commitment to driver safety and fleet performance, leveraging AI where we believe would be beneficial. During fiscal 2026, we expanded the use of telematics and safety monitoring tools, adding further visibility into driving behaviors, vehicle operation, route conditions and coaching opportunities. These insights assist managers and drivers more effectively identify trends, focus coaching priorities and recognize safe driving practices, which creates opportunities to reinforce our commitment to continuous improvement across the fleet. These efforts reinforce our commitment to protecting our associates, customers and the communities we serve.

During fiscal 2026, we continued to progress on our journey toward operating a world-class food safety management system. We advanced our food traceability capabilities through collaboration with suppliers, customers and industry partners, enhanced food safety governance and operational readiness through multi-channel recall notifications, strengthened complaint management processes and expanded food safety training resources. We also maintained third-party Safe Quality Food, or SQF, certifications at eligible distribution centers and continued to promote a culture of food safety through data-informed performance management, leadership engagement and continuous improvement initiatives across our network.

With our investments in automation, we have reduced the physical handling of product associated with manual selection, which we believe helps create safer fulfillment processes and improved associate experience. The automation solutions have also improved labor efficiency associated with warehouse handling and driver delivery processes.

17

Table of Contents

Proposal 1—Election of Directors

Directors and Nominees for Director

The Board currently consists of ten Directors, each of whose term will expire at the Annual Meeting.

Mses. Blake, Boyland and Dufresne and Messrs. Douglas, Funk, Loree, Mohammad, Muehlbauer, Pappas and Stahl have been nominated to stand for election as Directors at the Annual Meeting to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. Each nominee has indicated his or her willingness to continue to serve if elected by our stockholders. If any nominee should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee. We have no reason to believe any of the nominees will be unable to serve if elected.

We have included below information concerning the business experience and qualifications, and the age as of October 21, 2026, of each of our director nominees.

Nominees for Election as Directors for a Term Expiring at the Next Annual Meeting

Ms. Blake served in various positions of increasing responsibility at State Street Global Advisors (SSGA), the investment management division of State Street Corporation, a financial services company, from 1987, including most recently as Executive Vice President and Chief Investment Officer of Global Equity Beta Solutions, until she retired in 2021. She also led Corporate Governance and Asset Stewardship, ESG Research and ESG data management while at SSGA, with a particular focus during the last two years on transformation. Ms. Blake served as a member of the Sustainability Accounting Standards Board’s (SASB) investment advisory group from 2016 to 2021. She currently is a member of the board of directors of WisdomTree, Inc., a global exchange-traded product sponsor and asset manager, where she serves as chair of the audit committee and a member of the compensation committee. She is also a member of the board of directors of Assurant, Inc., a premier global protection company that safeguards and services connected devices, homes, and automobiles in partnership with the world’s leading brands, where she serves on the finance and risk committee and nominating and corporate governance committee. Ms. Blake is National Association of Corporate Directors (NACD) Directorship Certified™ and has an NACD Certificate in Cyber-Risk Oversight.

Skills and Qualifications: Ms. Blake has over thirty years of experience in the investment industry. Her deep financial and strategic expertise, as well as her institutional investor perspective, including her knowledge of environmental and social matters, bring valuable insight to our Board.

18

Table of Contents

Ms. Boyland previously served on the Audit Committee from 2021 to 2023. Ms. Boyland is a retired senior executive of the FedEx Corporation, where she served as Corporate Vice President, Operations and Service Support from 2016 to 2020. While at FedEx, Ms. Boyland led advanced operations technology initiatives, electro mobility, network and fleet automation, service quality and customer experience improvements and new service offerings for the company. Prior to her tenure at FedEx, Ms. Boyland held leadership positions in various functions at GE Capital Corporation (GE), including Six Sigma Quality, mergers and acquisitions and acquisition integration. She also practiced for eight years as a commercial transactions and investment attorney at GE. Ms. Boyland currently serves on the board of directors of Vontier Corporation, an industrial manufacturing company, where she serves as chair of the nominating and governance committee and as a member of the compensation and management development committee, and on the board of directors and as a member of the compensation committee of Aurora Innovation, Inc., a self-driving vehicle technology company. Ms. Boyland previously served as a member of the boards of directors of Chesapeake Energy Corporation and UMRF Ventures, Inc. She has also served as a trustee of the Memphis Brooks Museum of Art since 2020. In 2016, Ms. Boyland was appointed to the U.S. DOT Advisory Committee on Automation in Transportation. Prior to serving on its board, Ms. Boyland served as a strategic advisor to Aurora Technologies, LLC.

Skills and Qualifications: Ms. Boyland’s extensive experience leading operational transformation and customer service at global companies, coupled with her leading-edge, future-focused logistics and supply chain knowledge, make her a valuable member of our Board.

Mr. Douglas has served as our Chief Executive Officer and a member of our Board since August 2021. He most recently served as the Chief Executive Officer of Staples, Inc. (Staples), an office retail company, from April 2018 to June 2021, which included leading that company’s business-to-business distribution platform. Prior to Staples, Mr. Douglas served as President of Coca-Cola North America, the flagship market of The Coca-Cola Company (Coca-Cola) and a $10 billion revenue business that includes finished goods, juice and foodservice businesses, until February 2018, overseeing all aspects of its consumer and business-to-business operations. During Mr. Douglas’s 30-year tenure at Coca-Cola, he also served as Global Chief Customer Officer and held a variety of positions across sales and marketing. Mr. Douglas began his career at The Procter & Gamble Company in sales and sales management positions. Since May 2020, Mr. Douglas has served as a member of the board of directors of Wawa Inc., a leading convenience retailer in the Eastern United States.

Skills and Qualifications: Mr. Douglas’s experience at large public companies, including his extensive experience leading consumer and business-to-business-to-consumer distribution operations and leadership development, brings valuable insight to the Board beyond the knowledge and insight he brings from being our Chief Executive Officer.

19

Table of Contents

Ms. Dufresne previously served on the Nominating and Governance Committee from 2016 to 2021 and the Audit Committee from 2017 to 2018. Ms. Dufresne has been a Managing Partner of Awani Capital Management, a private equity firm, since April 2025. Prior to that position, Ms. Dufresne was a Managing Partner of GenNx360 Capital Partners, a venture capital firm that specialized in acquisition, buyouts and turnaround of underperforming businesses, from January 2017 to October 2024. Ms. Dufresne was previously a Managing Director of RLJ Equity Partners, a private equity fund, from December 2005 to June 2016. Ms. Dufresne participated in building the RLJ investment team, raising capital to fund its operations and constructing a partnership with The Carlyle Group, a global private equity firm. Prior to that role, Ms. Dufresne was a Venture Partner during 2005 with Parish Capital Advisors, an investment fund for emerging and experienced institutional investors and a Principal from 1999 to 2005 at Weston Presidio Capital, a private equity organization. She also served as Associate Director in 1997 in the Bank of Scotland’s Structured Finance Group. Ms. Dufresne previously served as a director of Condor Hospitality Trust, Inc. from June 2015 to September 2022.

Skills and Qualifications: Ms. Dufresne’s professional experience, including her role as an equity investor for over 25 years, brings valuable knowledge and insight to our Board. Ms. Dufresne is very familiar with conducting due diligence, negotiating purchase and sale agreements and leading the Board during these processes. She also possesses experience in owning and managing enterprises like our Company and is familiar with corporate finance, strategic business planning activity and general issues that are important to stockholders.

Mr. Funk served as Chair of the Board from January 2003 to December 2003 and again from September 2008 to December 2016. Mr. Funk served as our President and Chief Executive Officer from October 2005 to September 2008. Mr. Funk also served as Vice Chair of the Board from February 1996 until December 2002, as our Chief Executive Officer from December 1999 until December 2002 and as our President from October 1996 until December 1999. Until January 1, 2019, Mr. Funk served as an executive advisor to the Company. From its inception in July 1976 until April 2001, Mr. Funk served as President of Mountain People’s Warehouse, Inc., now known as United Natural Foods West, Inc., one of the Company’s wholly owned subsidiaries. Mr. Funk served on the board of Amy’s Kitchen from April 2023 to January 2024.

Skills and Qualifications: Mr. Funk’s extensive knowledge of our industry as our co-founder and through his past service as our Chief Executive Officer brings to the Board valuable insight and a strong understanding of the natural and organic products distribution business. His deep institutional knowledge of our business and industry is valuable to the Board.

20

Table of Contents

Mr. Loree has served as Chief Executive Officer of Serta Simmons Bedding (Serta) since July 2024 and a member of the board of directors of Serta since July 2023. Prior to Serta, Mr. Loree served as President and CEO of Stanley Black & Decker, Inc. (Stanley Black & Decker), a leading industrial and consumer products company, from 2016 to 2022. Mr. Loree served as President and COO of the company from 2013 to 2016; COO from 2009 to 2013; EVP and CFO from 2002 to 2009; and VP and CFO from 1999 to 2002. Prior to joining Stanley Black & Decker, Mr. Loree held positions of increasing responsibility in financial and operating management in business, corporate, and financial services at General Electric Company from 1980 to 1999. Mr. Loree served as a director of Stanley Black & Decker from 2016 to 2022 and Harsco Corporation from 2010 to 2016. He was chair of Harsco’s audit committee from 2012 to 2016. Mr. Loree currently serves on the board of Whirlpool Corporation, where he is a member of the audit committee and chair of the finance committee.

Skills and Qualifications: Mr. Loree is a seasoned transformational leader with more than four decades of experience across global diversified industrial and consumer products businesses. His extensive experience in finance, operations, supply chain and logistics, risk management, sustainable business practices and corporate governance, as well as broad expertise across the consumer sector, are a valuable addition to our Board.

Mr. Mohammad currently serves as Executive Vice President and Chief Information and Technology Officer at CarMax Inc. (CarMax), the largest used car retailer in the United States, third largest wholesaler of used cars in the United States and a leading auto finance company, a position he has held since April 2021. He has held various senior technology roles of increasing responsibility at CarMax since 2012. Prior to joining CarMax, Mr. Mohammad held information technology leadership roles at BJ’s Wholesale Club Inc., Blockbuster, Inc. and TravelClick, Inc. In 2020, MIT Sloan selected Mr. Mohammad as the recipient of the CIO Leadership Award, which recognizes CIOs who lead their organizations to deliver exemplary levels of business value through the innovative use of technology. Mr. Mohammad is a registered CPA and is National Association of Corporate Directors (NACD) Directorship CertifiedTM.

Skills and Qualifications: Mr. Mohammad’s experience overseeing the strategic use of technology at various companies throughout his career and his role in leading CarMax through a massive digital transformation in all areas of its business bring valuable insight to our Board as we navigate our own strategic initiatives. He has strong financial oversight experience and brings with him a wealth of financial expertise. Mr. Mohammad’s proven track record in strategic leadership, development of forward-thinking technology solutions and business transformation make him a valuable member of our Board.

21

Table of Contents

Mr. Muehlbauer previously served as a member of the Nominating and Governance Committee from 2019 to 2020 and the Compensation Committee from 2020 to 2023. Mr. Muehlbauer is a retired former executive officer of The Valspar Corporation, an American manufacturer of paint and coatings, where he served as the Executive Vice President, Chief Financial and Administrative Officer from 2013 to 2017. Prior to that role, Mr. Muehlbauer served as Executive Vice President and Chief Financial Officer of Best Buy Co., Inc. from 2007 to 2013.

Skills and Qualifications: Mr. Muehlbauer’s extensive finance, commercial and leadership experience with complex, multinational organizations provides him with background and experience in strategic planning, financial oversight, and large-scale business transformations. Mr. Muehlbauer’s knowledge and experience in broad strategic transitions and large-scale integration efforts are a valuable addition to our Board.

Mr. Pappas founded JCP Investment Management in Houston in June 2009 and is the Managing Member and owner of the firm. From 2007 until 2009, he was a private investor, in addition to consulting with several businesses. From 2005 until 2007, he worked in the Investment Banking/Leveraged Finance Division of Goldman Sachs, where he advised private equity groups and corporations on appropriate leveraged buyout, recapitalization and refinancing alternatives. Prior to that, he was an investment banker at Banc of America Securities, where he focused on consumer and retail investment banking. Mr. Pappas has served on the board of directors of Panera Brands Inc., which includes the fast casual concept Panera Bread, Einstein Bros. bagels and its regional brands and Caribou Coffee, since May 2025. He has also served on the board of directors of Red Robin Gourmet Burgers, Inc., a casual dining restaurant chain, since December 2024, and currently serves as the chair of the finance committee and a member of the compensation committee. He has been the chairman of the board of directors of Innovative Food Holdings, Inc., a direct-to-chef and restaurant specialty food platform, since 2023, and a director since 2020. Mr. Pappas served as a director of Tandy Leather Factory, Inc., a specialty retailer and wholesale distributor of leather and leather related products, from 2016 to January 2025. Mr. Pappas has previously served on the boards of several public companies, including food-related businesses such as Jamba, Inc., The Pantry, Inc., and Morgan’s Foods, Inc. He currently also serves as Secretary for the Endowment Advisory Board of the Annunciation Greek Orthodox Church in Houston and on the Methodist Hospital Gastro Division’s Advisory Board in Houston.

Skills and Qualifications: Mr. Pappas’s thorough understanding of restaurant and food businesses, in addition to his expertise in corporate finance and experience on several public company boards, make him a valuable addition to our Board.

22

Table of Contents

Mr. Stahl previously served as a member of the Compensation Committee from 2019 to 2020, Chair of the Compensation Committee from 2020 to 2021 and a member of the Audit Committee from 2021 to 2023. Mr. Stahl served as a member of the board of Catalent, Inc., a contract manufacturing and development company for drugs, biologics and consumer health products, from August 2014 to December 2024. Mr. Stahl previously served as President and Chief Executive Officer of Revlon Inc. (Revlon), a multinational cosmetics, skin care, fragrance and personal care company, from 2002 until his retirement in 2006. Prior to joining Revlon, Mr. Stahl served as President and Chief Operating Officer of The Coca-Cola Company (Coca-Cola) from 2000 to 2001 after previously serving in various management positions of increasing responsibility, including Chief Financial Officer, during a tenure with Coca-Cola which began in 1979. Additionally, he formerly served on the boards of Advantage Solutions LLC, Schering-Plough Corporation, Dr Pepper Snapple Group, Saks, Inc., Coty Inc. and Ahold Delhaize, and was chairman of the board of managers of New Avon LLC.

Skills and Qualifications: Mr. Stahl has extensive leadership and significant board experience. Mr. Stahl has a long-term record of profit and value driving performance in both stable and turnaround operating environments and significant experience with complex, large, and dynamic organizations. At Coca-Cola and Revlon, he gained significant skills and general management experience in building brands, maximizing customer relationships, and reducing costs, which bring valuable insight to the Board.

Majority Vote Standard for Election of Directors

Our Bylaws provide for a majority voting standard for the election of Directors in an uncontested election. If the number of nominees exceeds the number of Directors to be elected in an election (a contested election), Directors will be elected by a plurality standard. When the number of nominees does not exceed the number of Directors to be elected (an uncontested election), however, as is the case for this Annual Meeting, our Bylaws require each of the Directors to be elected by a majority of the votes cast (that is, the number of shares voted “for” a Director must exceed the number of shares voted “against” that Director). If a nominee who is serving as a Director is not elected at the Annual Meeting, under Delaware law the Director would continue to serve on the Board as a “holdover director.” However, under our Bylaws, any Director who fails to be elected must offer to tender his or her resignation to the Board. The Nominating and Governance Committee would then make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. The Director who offers to tender his or her resignation will not participate in the Board’s decision or the Nominating and Governance Committee’s deliberations (if the Director is a member of that Committee). All nominees for election as Directors at the Annual Meeting are currently serving on the Board.

Nomination of Directors

The Nominating and Governance Committee reviews the qualifications of every person recommended as a nominee to the Board, including potential nominees recommended by our third-party recruiting firm, to determine whether the recommended nominees are qualified to serve on the Board. The Nominating and Governance Committee has adopted standards by which it identifies nominees and determines if nominees are qualified to serve on the Board. Additionally, our Corporate Governance Principles expressly state that any initial list of candidates for a new Director appointment shall include individuals who contribute to an inclusive Board composition reflecting a wide range of backgrounds, experiences and identities. The Nominating and Governance Committee evaluates recommended nominees in accordance with the following criteria:

23

Table of Contents

•Personal Characteristics. The Nominating and Governance Committee considers the personal characteristics of each nominee, including the nominee’s integrity, accountability, ability to make informed judgments, financial literacy, professionalism and willingness to meaningfully contribute to the Board (including by possessing the ability to communicate persuasively and address difficult issues). In addition, the Nominating and Governance Committee evaluates whether the nominee’s previous experience reflects a willingness to establish and meet high standards of performance, both for him or herself and for others.

•Core Competencies. The Nominating and Governance Committee considers whether the nominee’s knowledge and experience would contribute to certain core competencies of the Board as a whole. The Nominating and Governance Committee believes that the Board, as a whole, should possess competencies in accounting and finance, business judgment, management best practices, leadership development, industry knowledge, strategy and vision, and large-scale transformation, and it periodically reassesses the other specific skill sets that are needed by the Board.

•Board Independence. The Nominating and Governance Committee considers whether the nominee would qualify as “independent” under SEC rules and the NYSE listing standards, as well as any other relationships or circumstances that could affect actual or perceived independence.

•Director Commitment. The Nominating and Governance Committee expects that each of our Directors will prepare for and actively participate in meetings of the Board and its Committees, provide advice and counsel to our Management, develop a broad knowledge of our business and industry and, with respect to an incumbent Director, substantially maintain the expertise that led the Nominating and Governance Committee to initially select the Director as a nominee. The Nominating and Governance Committee evaluates each nominee on his or her ability to provide this level of commitment if elected to the Board.

•Additional Considerations. Each nominee also is evaluated based on the overall needs of the Board and the diversity of experience he or she can bring to the Board, whether in terms of specialized knowledge, skills or expertise. The Nominating and Governance Committee strives to nominate Directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee our businesses and add value to strategic plans and initiatives.

Following this evaluation, the Nominating and Governance Committee will ultimately make recommendations for membership on the Board and review such recommendations with the Board, which will decide whether to appoint the candidate to the Board.

Stockholder Director Recommendations and Proxy Access

Stockholder Director Recommendations

The Nominating and Governance Committee evaluates nominees recommended by stockholders on the same basis as nominees recommended by any other sources, including determining whether the candidate is qualified to serve on the Board based on the qualitative standards described above. To have a nominee considered by the Nominating and Governance Committee, a stockholder must follow the procedures in our Bylaws related to Director nominations described under “Other Matters—Stockholder Proposals and Director Nominations for the Next Annual Meeting of Stockholders.” Written notice must be delivered or sent by first class U.S. mail addressed to Corporate Secretary, United Natural Foods, Inc., 15 Park Row West, Suite 302, Providence, Rhode Island 02903.

Proxy Access

We have also adopted a proxy access provision in our Bylaws that permits a stockholder, or a group of up to 20 stockholders, owning, continuously for at least three years, shares of our stock representing an aggregate of at least 3% of the voting power entitled to vote in the election of Directors, to nominate and include in our proxy materials Director nominees, provided that the stockholder(s), the nominee(s) and the notice satisfy the requirements in our Bylaws. The number of potential proxy access nominees nominated by all eligible stockholders shall not exceed the greater of (A) two or (B) 20% of the Directors then in office. Under our Bylaws, to be timely, notice of proxy access Director nominations must be received by our Corporate Secretary at the address specified above no earlier than 150 days and no later than 120 days prior to the first anniversary of the date the Company mailed its proxy statement for the preceding year’s annual meeting; provided, however, that if (A) the annual meeting is not within 30 days before or after the anniversary date of the preceding year’s annual meeting, or (B) no annual meeting was held during the preceding year, to be timely the stockholder notice must be received no later than 120 days prior to such annual meeting or, if later, the tenth day after the day on which notice of the date of the meeting was mailed or public disclosure of the date of the annual meeting is first made, whichever occurs first.

24

Table of Contents

Communication with the Board of Directors

Anyone who would like to communicate with, or otherwise make his or her concerns known directly to, the Board may do so. All communications should be in written form and directed to our Corporate Secretary, United Natural Foods, Inc., 15 Park Row West, Suite 302, Providence, Rhode Island 02903, who will forward such communications to the appropriate party. All correspondence will be compiled and summarized by the Corporate Secretary and periodically submitted to the Board, individual Directors or Management, as appropriate. The Corporate Secretary may also forward certain correspondence elsewhere within the Company for review by a subject matter expert and for a response, as appropriate. The Corporate Secretary will not forward communications received that are unrelated to the responsibilities of the Board, including mass mailings, product complaints or inquiries, job inquiries, surveys, business solicitations or patently offensive or otherwise inappropriate material.

25

Table of Contents

Director Compensation

The Board and the Compensation Committee review and determine compensation for our non-employee Directors with the input from the Compensation Committee’s independent consultant, based on benchmarking of comparable peer company director compensation. The Compensation Committee and the Board believe that we should fairly compensate non-employee Directors for work required in a company of our size and scope and that our compensation program for non-employee Directors should be designed to drive long-term value creation for our stockholders. Our non-employee Director stock ownership guidelines, which are discussed in greater detail below, require our Directors to hold a substantial amount of our stock during their tenure as Directors, thereby directly aligning the interests of our non-employee Directors with those of our stockholders. Mr. Douglas, our CEO, does not receive separate compensation for service on our Board.

Non-Employee Director Compensation

The components of our non-employee Director compensation are annual cash retainers and awards of time-based restricted share units (RSUs), which vest one year from the date of grant of the award. Each non-employee Director is also reimbursed for direct expenses (e.g. travel, hotel and meals) incurred in connection with the performance of their duties. In December 2025, the Compensation Committee, after reviewing certain benchmarking information, recommended, and the Board approved, an increase in the annual equity grants of $10,000 beginning in fiscal 2027, and an increase in the annual cash retainer for the Compensation Committee Chair of $5,000, effective January 2026. Accordingly, non-employee director compensation is as follows:

•Annual cash retainer of:

◦$110,000 for serving as a Director;

◦$150,000 for serving as Independent Chair;

◦$30,000 for serving as the Chair of the Audit Committee;

◦$25,000 for serving as Chair of the Compensation Committee; and

◦$20,000 for serving as Chair of the Nominating and Governance Committee.

•Annual equity grant of RSUs having a value, based on the stock price on the date of grant, of $185,000 for serving as a Director.

Director Compensation Table—Fiscal 2026

The following table summarizes compensation provided to each individual who served as a non-employee Director during fiscal 2026.

Director Compensation

(1)This column shows the amount of cash compensation earned in fiscal 2026 for service on the Board, its Committees and as Independent Chair.

(2)The amounts contained in this column represent the grant date fair value for the RSUs granted in fiscal 2026 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Stock Compensation (ASC 718). The grant date fair value for RSUs is calculated based on the closing price of our common stock on the NYSE on the date of grant. As of August 1, 2026, each non-employee Director held 5,307 unvested RSUs.

26

Table of Contents

Stock Ownership Guidelines

All non-employee Directors are required to hold shares of our stock in an amount that is determined in accordance with the requirements of our stock ownership guidelines. The guidelines provide that each of our non-employee Directors must acquire and hold shares of our common stock valued at five times the annual cash retainer, not including supplemental retainers for Committee leadership. Our stock ownership guidelines require that each new non-employee Director is expected to comply with the policy by the end of the fifth year after he or she becomes a member of the Board and remain in compliance thereafter. Compliance with the guidelines is tested once per year for as long as the Director serves on the Board. Vested and unvested restricted stock and RSUs are included. Pursuant to our stock ownership guidelines and Insider Trading Policy, Directors are not allowed to hedge their interests in the stock held. Given the sustained decline in our stock price for 18 months at the level specified in our stock ownership guidelines, the five-year accumulation period was reset for most Directors during fiscal 2025. As of August 1, 2026, each of our Directors was in compliance or on track to meet their target ownership within their five-year accumulation period.

Certain Relationships and Related Transactions

Review and Approval of Related Party Transactions

Pursuant to our Related Party Transaction Policy, the Nominating and Governance Committee reviews all transactions in which the Company or any of its subsidiaries is a participant if a “related party” will have a direct or indirect material interest and the amount involved or expected to be involved in any fiscal year exceeds $120,000. The transaction will not be approved unless, after a consideration of all relevant circumstances, the Nominating and Governance Committee determines that the transaction is in the best interests of the Company. The Nominating and Governance Committee reports any transaction that has been approved to the Audit Committee and the full Board. For purposes of this policy, “related parties” include our Directors, nominees for Director, executive officers, greater than 5% beneficial owners, any of their immediate family members (as defined in the policy) or any entity in which they have a material interest. Among the factors that must be considered in making the determination of whether the transaction is appropriate are: the nature of the related party’s interest in the transaction; the material terms of the transaction, including whether the terms of the transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a related party; the significance of the transaction to the related party and the Company; whether the transaction would impair the judgment of a Director or executive officer to act in the best interests of the Company; compliance with applicable law; and any other factors deemed appropriate by the Nominating and Governance Committee. As required under SEC regulations, transactions involving amounts in excess of $120,000 in which we are a participant and as to which a related person has a direct or indirect material interest, if any, would be disclosed in this proxy statement.

Each of our executive officers and Directors is required to complete and deliver to us an initial and then annual questionnaire that includes, among other things, a request for information relating to any transactions in which (i) any executive officer, Director, Director nominee, beneficial owner or any of their respective immediate family members or affiliates, on the one hand, and (ii) the Company or any of its subsidiaries, on the other hand, participates. We review the responses to these questionnaires as part of our process for determining whether disclosure is required to be made under the SEC’s related person disclosure rules.

Mr. Funk, a Director, owns Yuba River Markets, Inc., a private company that operates a natural and organic grocery store in California and is a customer of the Company. During fiscal 2026, Yuba River Markets, Inc. purchased goods and services from the Company in the ordinary course totaling approximately $1.9 million, less than 0.01% of the Company’s total revenue. The Nominating and Governance Committee reviewed and approved this transaction in accordance with the Related Party Transaction Policy.

27

Table of Contents

Executive Officers of the Company

Our executive officers are elected on an annual basis and serve at the discretion of our Board. Our executive officers and their ages as of October 21, 2026 are listed below:

We have included below information concerning the business experience and qualifications of each of our executive officers, except Mr. Douglas, whose business experience and qualifications are described above in the section “Proposal 1—Election of Directors.”

Alfredo Luchini was appointed our Chief Financial Officer in August 2026. Prior to joining us, he served as Vice President and Chief Financial Officer of Carrier Climate Solutions Americas from January 2024 to August 2026. Prior to working at Carrier Climate Solutions Americas, Mr. Luchini served as Vice President and Chief Financial Officer of Global Comfort Solutions from July 2022 to December 2023 and as Vice President of Finance at Engie from January 2021 to June 2022. Previously, he spent more than a decade at General Electric (GE) in progressively senior finance roles. Mr. Luchini holds a Master of Science degree in Industrial Engineering from Politecnico University in Milan, Italy.

Danielle Benedict was appointed as our Chief Human Resources Officer in September 2017. Ms. Benedict previously served as our Senior Vice President, Human Resources from May 2016 to September 2017 and as our National Vice President, Human Resources from August 2014 to May 2016 and Director, Compensation & Benefits from April 2013 to August 2014. Prior to joining us, Ms. Benedict was Vice President, Human Resources & Leadership Development at Clean Harbors Environmental Services from 2007 to 2013. She began her career with Dunkin Brands, Inc. in 1999. Ms. Benedict previously served on the board of The Food Project, a non-profit organization, from September 2022 to October 2026. Ms. Benedict holds a bachelor’s degree in management from Emmanuel College.

David Best was appointed as our President and Chief Executive Officer, Retail in August 2025, and assumed strategic oversight of our Fresh business in September 2026. Prior to joining UNFI, Mr. Best served as Chief Executive Officer of Lakeshirts, a retail apparel company, from July to August 2025. He previously served as President, Chief Operating Officer and director of Coborn’s Inc., a grocery retailer based in St. Cloud, Minnesota, from August 2023 to May 2025. Prior to Coborn’s, he spent four years as Senior Vice President of Omnichannel and Strategic Capabilities for General Mills, where his expertise spanned areas including category management, retail media, digital shelf, shopper marketing, shopper insights, and analytics. Mr. Best also has 19 years of experience from Target Corporation, where he held various leadership roles across merchandising, supply chain and business development. Mr. Best holds a bachelor’s degree from Carleton College, as well as an MBA from Duke University’s Fuqua School of Business.

Mark Bushway has served as our Chief Supply Chain Officer since August 2026. Prior to that he served as our President of Natural, Organic, Specialty & Fresh Products and UNFI Chief Supply Chain Officer since January 2025. Mr. Bushway previously served as our Chief Supply Chain Officer since December 2021 and our Region President of the Atlantic Region since August 2018, and as our Region Vice President of Operations, from November 2010 to August 2018. Mr. Bushway also has served as our National Director of Real Estate & Construction (November 2008 to November 2010); Operations Project Manager (2006 to 2008); and General Manager in our Chesterfield Distribution Center (2003 to 2006). Prior to joining us, Mr. Bushway served as Regional Project Manager for C&S Wholesale Grocers from 2000 until 2003 as well as holding various other leadership positions in his time at C&S, which began in 1989.

Mahrukh Hussain has served as our General Counsel and Corporate Secretary since May 2022. Prior to joining us, Ms. Hussain served as Senior Vice President, Chief Commercial and Privacy Officer for McDonald’s Corporation since January 2022. During her tenure with McDonald’s, Ms. Hussain held a range of legal positions

28

Table of Contents

with increasing responsibility. She served as Corporate Vice President, Associate General Counsel and Assistant Secretary from April 2021 to January 2022 and the Interim Global General Counsel and Corporate Secretary from October 2020 until April 2021. From July 2013 through October 2020, Ms. Hussain served as McDonald’s U.S. General Counsel; from May 2011 through May 2013 she served as the Europe General Counsel; from February 2009 through May 2011 she served as the Central Division General Counsel; and from December 2000 through February 2009 she served as Managing Counsel/Senior Counsel/Counsel U.S. Real Estate Practice Groups. Prior to working with McDonald’s, she was an associate at the law firm of Schwartz, Cooper, Greenberger, and Krauss and served one year as a judicial clerk for Justice Rita Garman. Ms. Hussain holds a bachelor’s degree in political science from the University of Chicago and a J.D. from the University of Illinois at Urbana-Champaign.

Louis Martin has served as our Chief Commercial Officer since August 2026. Prior to that, he served as our President of Conventional Grocery Products and Chief Commercial Officer since January 2025. Mr. Martin previously served as our President of Wholesale since March 2023 and as our Chief Strategy and Transformation Officer since March 2022. Prior to joining us, Mr. Martin served as President of the Global Walmart Customer Team at The Coca-Cola Company since April 2016. Mr. Martin held several positions during his 15 years at Coca-Cola including Senior Vice President of System Evolution for Coca-Cola North America. Prior to working with Coca-Cola, Mr. Martin was with McKinsey & Company and previously with E.D. & F. Man, a British Sugar Trade House. He holds a bachelor’s degree in English from Princeton University and an MBA in finance and management from the Stern School of Business at New York University.

Matteo Tarditi has served as our President and Chief Operating Officer since August 2026. Prior to that, he served as our President and Chief Financial Officer since April 2024. Prior to joining UNFI, Mr. Tarditi spent 26 years at GE, serving as CFO for seven business units, including Renewable Energy and Energy Connections, as well as large divisions of the Power, Oil & Gas, Aerospace and Healthcare businesses. His deep financial expertise and knowledge of these businesses enabled him to successfully drive operational excellence, efficiency and increased productivity in complex transformations and M&A integrations. A certified Lean Six Sigma Black Belt, he also led the development and implementation of processes that have increased forecast accuracy, accountability, and continuous improvement. Mr. Tarditi holds a Master of Science degree in Finance and Business Administration from Universita Bocconi in Milan, Italy.

29

Table of Contents

A Letter from Our Compensation Committee Chair

Dear Fellow Stockholders,

I am honored to continue to serve as the Chair of the Compensation Committee. Our objective is to develop and maintain a total compensation program that attracts executive talent with the skills and experience necessary to drive successful execution of our strategy; motivates and rewards those individuals fairly over time for performance that enhances stockholder value; and retains those individuals who continue to perform at or above the levels necessary to drive our success.

We continue to receive high approval rates for our executive compensation program with respect to our annual Say-on-Pay vote, receiving 98.2% of votes in favor of our program last year. Given the high level of support for our executive compensation program and positive feedback from our stockholders in our off-season engagement, the Committee did not make any changes to our compensation program for fiscal 2027. We believe this sustained stockholder support reflects the effectiveness of our compensation program in aligning pay with performance, supporting our strategic objectives, promoting long-term stockholder value creation and appreciation of our responsiveness to feedback in prior years.

Since announcing our multi-year strategy in 2024, we have made changes to our executive compensation program to closely align with our strategy. Over the past two years, we made the following changes:

We believe continuing to grant equity awards to associates is important to the program’s effectiveness and our ability to attract, retain and motivate talent. However, we also understand that the dilution and burn rate under our Equity Incentive Plan continues to be a focus area for our stockholders. We are mindful of these concerns and have taken many actions to respond to this feedback, as described in more detail in ”Proposal 5 – Approval of the Sixth Amended and Restated 2020 Equity Incentive Plan”. This includes granting cash-settled awards to participants below the senior leadership level in fiscal 2025, which improved fiscal 2025 burn rate by 1.5%.

We believe our executive compensation program effectively aligns the interests of our executives with those of our stockholders. Our program is designed to drive urgency to deliver significant value against key strategic metrics. It aligns compensation incentives, including both short- and long-term, as well as cash and non-cash components, with measurable pre-established corporate performance metrics. We remain committed to listening to our stockholders and revisiting our compensation program annually to ensure it continues to be aligned with the Company’s goals and reflective of your feedback. We thank you for your continued engagement and support of United Natural Foods, Inc.

30

Table of Contents

Executive Compensation

Compensation Discussion and Analysis

Overview - Strategy & Pay Alignment

In this section, we describe the principles, policies and practices that form the basis for our executive compensation program and how they were applied to our principal executive officer, our principal financial officer and our three other most highly compensated executive officers (our Named Executive Officers, or NEOs) in fiscal 2026, as well as any changes we have made for fiscal 2027. For purposes of this Compensation Discussion and Analysis, the following individuals were our NEOs for fiscal 2026:

•Chief Executive Officer (J. Alexander (Sandy) Miller Douglas);

•President and Chief Operating Officer, who served as President and Chief Financial Officer for fiscal 2026 (Matteo Tarditi);

•President and Chief Executive Officer, Retail (David Best);

•Chief Supply Chain Officer (Mark Bushway); and

•Chief Commercial Officer (Louis Martin)

Our compensation policies and programs are designed to support the achievement of our strategic plans and financial targets by motivating, retaining and attracting exceptional talent to develop and execute our key objectives which we believe will drive long-term stockholder value. Our ability to compete effectively in the marketplace depends on the knowledge, capabilities and integrity of our leaders. Our compensation programs help create a high-performance, outcome-driven and principled culture by holding leaders accountable for delivering results, developing our employees and exemplifying our core values. A substantial majority of executive compensation is performance-based and tied to objective financial metrics that reflect outcomes management can directly influence and that we believe are critical to UNFI’s long-term success.

Business and Performance Highlights

UNFI is a leading grocery wholesaler and support services provider to retailers in the United States and Canada. We believe our broad array of products, data, insights, programs and services uniquely positions us to help meet a wide range of customer and supplier needs across North America. Our diversified customer base includes over 30,000 customer locations ranging from some of the largest grocers in North America to smaller retailers. We believe we are North America’s premier grocery wholesaler with 46 distribution centers and warehouses representing approximately 26 million square feet of warehouse space. We are a coast-to-coast distributor with customers in all 50 states as well as all ten provinces in Canada, making us a desirable partner for retailers and consumer product manufacturers. We believe our total product assortment and service offerings help differentiate UNFI in the wholesale marketplace. We plan to continue to pursue new business opportunities with independent retailers that operate diverse formats, regional and national chains and international customers with wide-ranging needs. In fiscal 2026, we continued executing against our value creation strategy we introduced in October 2024, which seeks to build capabilities and add value to our customers and suppliers through our portfolio of products, programs, insights and services while improving our effectiveness and efficiency.

31

Table of Contents

Key Business Highlights from Fiscal 2026

(1)Fiscal 2024 was a 53-week year; Net sales includes $582 million from the extra week.

(2)Fiscal 2024 was a 53-week year; Adjusted EBITDA includes $10 million from the extra week.

Key Compensation Highlights from Fiscal 2026

Below are specific pay highlights that are explained in more detail throughout the Compensation Discussion and Analysis.

Say-on-Pay Vote, Investor Engagement and Responsive Action

Our annual Say-on-Pay vote is one opportunity to understand stockholder perspectives regarding our executive compensation program. At our annual meeting of stockholders in December 2025, we submitted a proposal to our stockholders to approve, on an advisory basis, our executive compensation for our NEOs. Over 98% of our stockholders voted for that proposal, which we believe reflects the strength of our program and our consistent responsiveness to the feedback we have heard through stockholder engagement.

32

Table of Contents

33

Table of Contents

In fiscal 2026, we conducted our ninth annual stockholder outreach program. We offered engagement calls to holders of approximately 83% of our outstanding common stock and met with investors holding approximately 45% of our outstanding common stock. In addition to discussing our Say-on-Pay results and our executive compensation program generally, we discussed our multi-year strategic plan, our corporate governance practices, our commitments to human capital management and our progress on our sustainability and impact programs. See “Corporate Governance—Stockholder Engagement” for discussions of governance actions we took in response to these conversations.

In response to stockholder feedback, we made several changes to our executive compensation programs in recent years. Overall, the investors we met with during fiscal 2026 viewed the changes to our compensation and governance programs and practices positively, which we believe is reflected in our 98.2% favorable Say-on-Pay vote results at our last annual meeting. We believe this result was driven by our demonstrated responsiveness to stockholder feedback on our program and practices, which includes the following changes:

34

Table of Contents

Other Actions Responsive to Stockholder Feedback in Recent Years

We regularly review our compensation program to align with best practices and to confirm that our program supports our pay for performance philosophy. We have a history of listening and responding to feedback from our stockholders, and we intend to continue our stockholder outreach activities to understand investor perspectives and incorporate that direct input into our program. Please see the “Executive Compensation Program Highlights” section below for examples we have implemented in recent years.

Executive Compensation Program Philosophy

Our executive compensation program is also designed to reinforce a sense of ownership in the Company and overall entrepreneurial spirit. The program links rewards, including both short- and long-term, as well as cash and non-cash components, to measurable corporate performance metrics established by the Compensation Committee that are designed to incentivize actions to execute and achieve the objectives of our long-term strategy.

The program measures achievement of corporate financial goals. These goals support our short- and long-term business strategies and are aligned with the interests of our stockholders. By aligning all executives to corporate financial goals, we encourage a shared focus and collaborative work toward strong, long-term operating performance. In addition, our executive compensation program is designed to balance our growth strategies with a

35

Table of Contents

managed approach to risk tolerance. Our compensation programs provide assurances of stability and a focus on the long term, upon a solid foundation that requires personal accountability, integrity and compliance.

Executive Compensation Program Highlights

Our executive compensation program is designed to align our executive compensation with long-term stockholder interests and incorporates the following best practices, many of which were implemented in direct response to stockholder feedback:

How We Make Decisions Regarding Executive Pay

The Compensation Committee, Management and the Compensation Committee’s independent compensation consultant, FW Cook, each play a role in designing our executive compensation program and determining performance curves and associated payout ranges. We also look at market data and take into consideration stockholder views about executive compensation expressed in our stockholder engagement process, as described above.

36

Table of Contents

Role of the Compensation Committee

The Compensation Committee is responsible for establishing, implementing and monitoring our executive compensation program and its adherence to our compensation philosophy. The Compensation Committee approves the performance thresholds and the financial and strategic performance metrics applicable to executive officers under our annual cash incentive plan as described in “Components of Our Executive Compensation Program for Fiscal 2026—Performance-Based Annual Cash Incentive Compensation” and sets performance metrics applicable to the performance-based component of our long-term equity incentive plan as described in “Components of Our Executive Compensation Program for Fiscal 2026—Long-Term Equity-Based Incentive Program.” The Compensation Committee is responsible for approving our employment policies and agreements impacting executive officers. The Compensation Committee also evaluates actual performance against the established goals and determines appropriate levels of compensation for our executive officers. The Compensation Committee makes all decisions with respect to, and approves, compensation for our executive officers, including base salary, annual cash incentive, long-term equity incentive and benefits, except that the compensation of our CEO is further reviewed and approved by the independent members of our Board.

As part of the compensation approval process for our executive officers, the Compensation Committee considers the views and recommendations of Management, particularly our CEO. For our CEO, we have established an annual performance evaluation process, which includes a self-assessment by the CEO and a formal performance assessment by the full Board consisting of both quantitative and qualitative assessments, which is overseen by the Nominating and Governance Committee, and considered by the Compensation Committee and the Board in setting the CEO’s annual compensation. In setting the nature, type and level of compensation for all of our executive officers, the Compensation Committee considers the recommendation of its independent compensation consultant as described in greater detail below.

Role of Management

Our CEO and CHRO provide the Compensation Committee with an assessment of our corporate performance, market pay practices and the performance of our executive officers and make recommendations for the compensation of our other executive officers based on this assessment, including recommendations for pay mix and the nature of performance metrics that best support our business objectives. Additionally, our CEO, CHRO and CFO discuss with the Compensation Committee Management’s internal projections with respect to a variety of performance metrics and operational goals for future fiscal years on which performance-based compensation will be based. The General Counsel advises on the foregoing matters and provides guidance on governance principles and practices, investor perspectives and regulatory trends and analyses in the context of executive compensation determinations.

No executive officer makes any decision on any element of his or her own compensation, and our CEO does not participate in deliberations regarding his compensation, which is recommended by the Compensation Committee to the full Board and considered and determined by the independent members of the Board in conjunction with the CEO’s performance evaluation in executive session.

Role of Independent Compensation Consultant

The Compensation Committee selected and directly retained FW Cook to provide independent, third-party advice and expertise on all aspects of executive compensation and related corporate governance matters, including input on our executive compensation program for fiscal 2026. FW Cook provided guidance related to our incentive plan design, reviewed our Compensation Discussion and Analysis and associated disclosures and summarized and provided perspectives on market developments and best practices related to executive compensation, including regulatory and other policy updates. FW Cook only provides services to the Compensation Committee. It does not provide any services to Management. The Compensation Committee assessed the independence of FW Cook pursuant to SEC and NYSE rules, as described below, and concluded that no conflict of interest exists that would prevent FW Cook from serving as an independent consultant to the Compensation Committee.

As mentioned above, the Compensation Committee analyzed whether the work of FW Cook as its compensation consultant raises any conflict of interest. The Compensation Committee determined that the work of FW Cook and the individual compensation advisors employed by FW Cook as compensation consultant to the Compensation Committee does not create any conflict of interest. The Compensation Committee will continue to monitor the independence of its compensation consultant on an annual basis. The Compensation Committee also annually evaluates the independence, performance, scope of work and fees, and other key elements of this relationship under a pre-approval policy pursuant to which fees are ultimately approved. In the future, the Compensation Committee may retain other similar consultants.

37

Table of Contents

Compensation Risk Assessment

Our Compensation Committee charter requires the Compensation Committee to assess, on an annual basis, whether the Company’s compensation policies and practices encourage the Company’s executive officers or other employees to take unnecessary and excessive risks that could threaten the value of the Company. The Compensation Committee believes that our compensation policies do not encourage the taking of unnecessary and excessive risks. Our compensation and governance practices are designed to align the interests of our executive officers with the interests of stockholders and the achievement of the Company’s strategic objectives. For example:

•A substantial portion of our executive officers’ compensation is “at-risk,” including compensation paid in the form of common stock;

•Total executive officer compensation is substantially weighted to long-term equity, 60% of which is performance-based and tied to long-term, strategically aligned financial targets;

•The short-term bonus program has established two performance metrics (Adjusted EBITDA and Free Cash Flow), which reduces risk and supports our long-term strategy with a focus on bottom-line growth and efficient use of cash, enabling debt reduction;

•We set a maximum level of compensation; there is no uncapped compensation for our executive officers in any element of executive compensation;

•Our executive officers are required to maintain certain levels of stock ownership, which are tested each year based on the then-current price of our common stock;

•Our executive officers are prohibited from hedging and pledging shares of Company common stock;

•The Compensation Committee periodically reviews and oversees key inclusion and well-being initiatives and Human Resources policies and practices, including those related to overall organizational engagement and business performance and the relationship of such performance to executive officer compensation, including as relating to recruiting, learning and talent development programs; and

•All performance-based compensation is subject to our robust recoupment policy, in addition to our NYSE-mandated executive clawback policy. In the event of a restatement of the Company’s financial statements or a material inaccuracy in the performance metrics used to measure performance-based compensation, such performance-based compensation is subject to recoupment. Additionally, both time-based and performance-based incentive compensation may be forfeited in the case of misconduct in violation of law or Company policy, including through failure of an executive officer’s oversight responsibilities, that results in material financial or reputational harm to the Company.

Competitive Marketplace Assessment

In making compensation decisions, the Compensation Committee periodically, generally annually in September, reviews all elements of total compensation for our executive officers compared to those in similar positions with substantially similar responsibilities at “peer” organizations, i.e., those organizations with similar characteristics to our Company generally (Comparator Group). However, the breadth and depth of our executives’ responsibilities are not always fully comparable to those of our peers. Due to the nature of our business, there are ongoing challenges in developing an appropriate mix of companies to include in our Comparator Group, including that few of our direct peers are publicly traded, the complex nature of our business, in particular as it relates to our margin profile, and the structure of our Management team and their responsibilities. In developing our Comparator Group, we consider companies with the following characteristics, including those we would consider recruiting talent from:

•Size and scale of operations (e.g., revenues, market capitalization, EBITDA margin);

•Companies in wholesale/distribution industry;

•Various business characteristics (e.g., U.S. securities exchange listings, high volume/low margin); and

•Other characteristics (e.g., M&A activity, proxy advisory peers, peers of peers, reverse peers).

For fiscal 2026, FW Cook recommended no changes to our peer group. Peer group changes are generally made when a company no longer reflects UNFI’s size, operating profile, margin structure or executive labor market. The Committee believes maintaining peer group stability supports year-over-year comparability while supporting continued relevance.

In setting compensation for our NEOs for fiscal 2026, the Compensation Committee also considered Willis Towers Watson Retail/Wholesale survey data for companies in the retail/wholesale distribution sector with revenues comparable to ours, in addition to the companies in the table below, that constitute our Comparator Group. The Compensation Committee believes this group of companies, together with consideration of the industry survey data

38

Table of Contents

referenced above, provides a meaningful perspective of current pay practices and levels, as well as overall compensation trends.

39

Table of Contents

The Compensation Committee considers a variety of factors when making decisions regarding the recruitment, retention and motivation of our executives. These factors, as they relate to setting target executive compensation opportunities, primarily include:

Based on this information and the input from FW Cook, the Compensation Committee members analyze each NEO’s target total direct compensation and set it at a level that is reasonable, competitive and appropriately balances the objectives of our compensation program.

Components of Our Executive Compensation Program for Fiscal 2026

Our executive compensation philosophy is reflected in the principal elements of our executive compensation program. The three key components of our executive compensation program in fiscal 2026 and how each component supports our compensation philosophy and stockholder value creation are set forth in the table below.

UNFI offers a 401(k) and benefit plans that are generally available to all employees and minimal perquisites that provide competitive benefits and aid in attracting and retaining top talent.

40

Table of Contents

Pay Mix

When setting or recommending target total compensation for fiscal 2026 for the NEOs, the Compensation Committee determined that total target compensation should be weighted toward variable, at-risk pay and a significant percentage should consist of equity-based compensation. We believe this approach appropriately aligns executive compensation with financial results and provides a balance between managing risk and incentivizing our Management team to create short- and long-term stockholder value by achieving pre-established financial performance objectives directly tied to achievement of our strategic priorities. The Compensation Committee determined that a separate pay structure for our CEO is desirable to deliver competitive pay while even more heavily weighting at-risk incentives. The charts below illustrate the mix of pay elements for fiscal 2026 at target for our CEO (89% at-risk pay) and the average for our other NEOs (77% at-risk pay).

Base Salary

In determining base salaries for fiscal 2026, the Compensation Committee considered data from the Willis Towers Watson Retail/Wholesale survey, proxy statement data from the Comparator Group and other individual factors described above. Base salaries were generally targeted at the median of the applicable data sources. When Mr. Douglas was hired in 2021, his base salary was aligned with market midpoint for the Comparator Group. He received his first base salary increase of 9.5% in fiscal 2026 in recognition of his continued progress leading the execution of the Company’s multi-year strategy and taking into consideration the fact that his base salary and bonus were below market median. Mr. Tarditi’s salary increase was in recognition of his continued efforts on strategy and Lean improvements during the year while taking into consideration that he was not eligible for a pay increase in fiscal 2025 given his start date in fiscal 2024. The salary increases for Messrs. Martin and Bushway were in recognition of their accomplishments in their respective areas of oversight and external alignment for similar roles.

Set forth below are the fiscal 2025 and fiscal 2026 base salaries for the NEOs and the percentage change between periods.

(1)Reflects annual rate at the end of fiscal 2025.

(2)Reflects annual rate at the end of fiscal 2026.

Performance-Based Compensation Metrics

The Compensation Committee is responsible for setting the minimum, target and maximum or “stretch” performance levels (objectives that must be achieved) and related payout levels from $0 to maximum payout for our performance-based compensation discussed below. Receipt of this compensation is contingent upon satisfaction of corporate-wide metrics established by the Compensation Committee at the beginning of the performance period.

The Compensation Committee retains the ability to adjust targets in certain circumstances, including in the event that unbudgeted or unforeseen events would impact a metric, such that it is not reflective of actual underlying

41

Table of Contents

operating performance that it was designed to assess. In making any such adjustment, consistent with established guidelines that allow for consistency in consideration from year to year, the Compensation Committee reviews, among other things, the original target and the budget upon which the target was based, whether the events giving rise to a potential adjustment had occurred or were contemplated at the time the performance targets were established, whether these factors were related to our core operating performance and the impact of any change in accounting or financial policy or methodology. After consideration of these factors, the Compensation Committee may determine to make adjustments to metrics or payouts where, absent such adjustment, the payout would not, in the Compensation Committee’s determination, be reflective of the level of operating performance driven by the executive officers. There were no discretionary adjustments made to payouts in fiscal 2026.

Why We Selected Our Performance Metrics

The Compensation Committee regularly evaluates the performance metrics used in our incentive plans to ensure continued alignment with our strategy, business model and stockholder priorities. Following the introduction of our refreshed strategy beginning in fiscal 2025, the Committee revised the Company’s incentive plans to emphasize metrics that reflect disciplined capital allocation, operational execution and sustainable cash generation.

Free Cash Flow was selected as a metric in both our annual and long-term incentive plans because it directly reflects Management’s effectiveness in optimizing working capital, managing capital expenditures, improving margin performance and supporting deleveraging. The Compensation Committee believes including this metric in both plans incentivizes urgency in action while also providing a long-term, sustainable focus.

Adjusted EBITDA and Core Adjusted EPS remain important indicators of operating performance and profitability discipline within UNFI’s high-volume, low-margin distribution model. Together, these metrics encourage balanced focus on earnings quality, cash generation and long-term operating health. Adjusted EBITDA and Core Adjusted EPS are non-GAAP metrics. See Annex C for a reconciliation of Adjusted EBITDA and Core Adjusted EPS to the most comparable GAAP metrics.

Performance-Based Annual Cash Incentive Compensation

Performance Metrics. For the fiscal 2026 annual incentive plan, the Compensation Committee approved the metrics Adjusted EBITDA and Free Cash Flow. Beginning in fiscal 2025, Free Cash Flow replaced the Net Sales metric that was used in prior years, as we believe Free Cash Flow is a key metric that influences our ability to invest for future growth, pay down debt and drive operational excellence. We believe using Adjusted EBITDA as a performance metric for our fiscal 2026 plan was aligned with our strategy and designed to focus our executive officers on profitable growth in core operational performance and rewarded all officers for achievement of this important driver of overall financial performance. However, Adjusted EBITDA must meet minimum threshold performance before any payouts with respect to any other metric could occur. For information on how we calculate Adjusted EBITDA and Free Cash Flow, each a non-GAAP metric, and a reconciliation of Adjusted EBITDA to net income and Free Cash Flow to cash provided by operating activities, see Annex C.

Performance-Based Annual Cash Incentive Targets (Potential Payouts). For our NEOs, the annual cash award targets, or potential payouts, for fiscal 2026 at threshold, target and stretch Company-wide performance levels were set as percentages of base salary earned, and prorated if applicable to changes in base salary over the fiscal year, as follows:

(1)Reflects a prorated target bonus for Mr. Douglas based on his prior target at 150% and his current target of 161% of base salary.

42

Table of Contents

For example, if the Company achieved its performance at the threshold level, Mr. Tarditi’s cash incentive would be an amount equal to 50% of his base salary; at target level, he would receive a cash incentive in an amount equal to 100% of his base salary; and at the stretch level he would receive an award equal to 200% of his base salary. The actual payout depends, however, on whether the Company met the threshold performance level for Adjusted EBITDA. If performance were below the threshold level, there would be no payout.

Target Setting and Discretion. Performance goals for the fiscal 2026 annual cash incentive plan were established in advance taking into consideration the Company’s annual operating plan, growth and productivity initiatives, the competitive environment and ongoing uncertainty in the macro-environment. Threshold, target and maximum levels are designed to require meaningful performance improvement, with target outcomes reflecting achievement above planned financial objectives and maximum payouts requiring performance that significantly exceeds internal expectations and external market conditions. In September 2025, the Compensation Committee approved an increase in the maximum payout for the annual cash incentive plan from 150% to 200%. This change was intended to further reward out-performance and more closely align with peers.

While annual incentive payouts are determined using established formulas, the Compensation Committee retains discretion to reduce payouts when formulaic results do not appropriately reflect the quality of performance, the sustainability of results, risk outcomes or the broader stockholder experience. The Compensation Committee did not apply discretion to adjust the results for fiscal 2026.

Determination of Performance-Based Annual Cash Incentive Plan Payouts. Annual cash incentive plan goals for NEOs for fiscal 2026 were set by the Compensation Committee at the following amounts for Messrs. Douglas, Tarditi, Best, Bushway and Martin:

In September 2026, the Compensation Committee reviewed with Management our financial results for fiscal 2026. The Compensation Committee determined the level of achievement against each of the metrics as set forth below.

For Messrs. Douglas, Tarditi, Best, Bushway and Martin, final payout of 120.05% was based on the following metrics:

(1)See Annex C for a reconciliation to the most comparable GAAP metric.

(1)Mr. Douglas’s target reflects the prorated target at 150% and 161% of salary, respectively, during the fiscal year.

43

Table of Contents

Long-Term Equity-Based Incentive Program

2026 Grant of Time- and Performance-Based Vesting Restricted Share Units. Our long-term, equity-based incentive program in fiscal 2026 for our NEOs consisted of RSUs and PSUs. Approximately 40% of the aggregate grant date fair value of these units awarded to NEOs represented RSUs that vest ratably over three years and 60% were PSUs that may cliff-vest at the end of a three-year performance period, subject to meeting predetermined financial targets, and have a maximum payout opportunity of 200%, including after the impact of the potential 10% relative TSR modifier, explained more below. Last year, the Compensation Committee approved replacing adjusted ROIC with Free Cash Flow, which is a key metric tied to our multi-year strategy.

The Compensation Committee believes a mix of time- and performance-based vesting restricted share units provides our NEOs with an incentive to improve our stock price performance and a direct alignment with stockholders’ interests, as well as a continuing stake in our long-term success.

The target grant date fair value of equity awards for our compensation program is a fixed value that is assessed annually and aligns our executives’ overall target direct compensation to benchmark, supports retention and recognizes and encourages outstanding performance. The Compensation Committee discussed Mr. Douglas’s total compensation, including his individual performance for the year, the fact that his base salary and payout target under the annual incentive plan did not increase during the past three years and the fact that his total target compensation was below market median of his peers. The Compensation Committee determined an increase to his target long-term incentive award from $6,375,000 to $7,750,000 annually was appropriate. Messrs. Tarditi, Bushway and Martin each received increases to their long-term incentive awards based on individual performance and to better align their total target compensation internally and to market. For our NEOs, the fiscal 2026 target grant values were:

(1)Mr. Tarditi’s annual award increased from $2,000,000 to $2,500,000.

(2)Mr. Bushway’s annual award increased from $1,000,000 to $1,500,000.

(3)Mr. Martin’s award increased from $1,300,000 to $1,500,000

These grants were made in December 2025 following approval by the Compensation Committee.

Performance Metrics for Performance Units. PSUs granted in fiscal 2026 (December 2025) are subject to two metrics that the Compensation Committee viewed as critical to our long-term strategy. The performance criteria and weighting of these PSUs are as follows: three-year cumulative Core Adjusted EPS (fiscal 2026-2028), weighted at 60%, and three-year cumulative Free Cash Flow (fiscal 2026-2028), weighted at 40%, each as described below. Based on investor feedback, long-term incentive performance is measured using cumulative three-year Core Adjusted EPS and Free Cash Flow goals rather than separate annual targets. The Compensation Committee believes cumulative measurement reinforces a long-term perspective, reduces the impact of year-to-year volatility and incentivizes executives to make decisions that drive sustainable operating performance across the full performance cycle.

Three-Year Core Adjusted EPS (fiscal 2026-2028). The three-year cumulative Core Adjusted EPS target was set at the time of grant. At the end of three years, Core Adjusted EPS is based on cumulative achievement against the three-year performance goal. Core Adjusted EPS is calculated consistent with the Adjusted EPS metric used in prior years, but further adjusts for the mark-to-market change in valuation from the cash-settled awards the Company granted in fiscal 2025 and any cash-settled awards the Company may grant in the future during the performance period. Without this adjustment, executives would be penalized for an improved stock price, as the increase in the cash payout would negatively impact Adjusted EPS, or conversely, would be rewarded if our stock price were to decline. Final payout for the fiscal 2026-2028 PSUs will be based on achievement against target. The Compensation Committee believes that including a Core Adjusted EPS metric aligns our executives’ interests with both our strategic objectives and long-term stockholder interests. Please see Annex C for a definition of this metric.

Three-Year Free Cash Flow (fiscal 2026-2028). The Compensation Committee believes three-year cumulative Free Cash Flow is a key focus area that supports our long-term strategy. The Compensation Committee

44

Table of Contents

believes that including both short- and long-term Free Cash Flow goals incentivizes urgency in action while also providing a long-term, sustainable focus. This metric, which was set at the time of grant, drives long-term value by emphasizing prudent investments and effective capital management over the full three-year performance period. Please see Annex C for a definition of this metric.

In addition to the performance criteria tied to the two financial metrics described above, Relative TSR is used solely as a modifier to the long-term incentive plan results and may increase or decrease payouts by up to 10%. The Relative TSR modifier does not replace the underlying financial metrics and cannot override Company performance. The Compensation Committee believes this structure appropriately considers stockholder experience while preserving the primacy of long-term operating and financial execution.

The number of units that would vest is adjusted up or down proportionately by up to 10% based on the percentile ranking between our performance and the performance of the S&P Mid Cap 400 index; however, long-term incentive payouts are capped at 200% of target, inclusive of any impact from the Relative TSR modifier. The Compensation Committee adopted this cap to reinforce disciplined incentive outcomes and address stockholder feedback regarding leverage and potential dilution.

The Compensation Committee believes this design focuses our Management team on improving core operational performance and long-term value creation. Targets were based on long-term projections for all three fiscal years, taking into account investments in growth opportunities and ongoing uncertainty in the macro-environment. The NEOs are eligible to earn between 0% and 200% of their targeted award, depending on our performance during the relevant performance period. Each metric must meet a minimum threshold level of performance for any payout to occur with respect to that metric (shown below). The table below does not include the actual forward targets. We generally do not disclose forward-looking goals for our LTI plan because we do not consistently provide long-range guidance on all metrics as it is competitively sensitive information. It is also important to note that none of our direct peers disclose this information. We disclose performance goals for our incentive programs in full after completion of the performance period. Three-year targets are set based upon internal long range planning taking into account prior year actuals, strategic plans and expected investments.

(1)Aggregate payout subject to +/-10% adjustment based on Relative TSR performance with a max payout cap of 200%.

Prior Long-Term Equity-Based Incentive Program, Results and Payouts

Fiscal 2024-2026. The PSUs granted in fiscal 2024 (December 2023) had two weighted metrics: fiscal 2024-2026 Core Adjusted EPS (75%) and fiscal 2026 adjusted ROIC (25%). The NEOs who received such grants were eligible to earn between 50% and 200% of their targeted awards, depending on our performance during the relevant measurement period across the threshold, target and maximum levels below. Core Adjusted EPS and adjusted ROIC are non-GAAP metrics. Reconciliation to the nearest GAAP metric is provided in Annex C.

In addition to the performance criteria tied to Core Adjusted EPS and adjusted ROIC, the grants included a Relative TSR modifier over the three-year performance period. The number of units that will vest is adjusted up or down proportionally by up to 10% based on the number of basis points difference between our performance and the performance of the S&P Mid Cap 400 Index.

45

Table of Contents

In September 2026, the Compensation Committee reviewed performance against the three-year performance period ending in fiscal 2026. Based on the following performance against target, final weighted payout was 162.7%, before the Relative TSR modifier.

The number of earned PSUs was then adjusted upward by 10% after applying the Relative TSR modifier, which was 10,698 basis points, for a final payout of 178.94%. Mr. Best was not an employee at the time of grant and therefore did not receive these PSUs. The table below shows the number of shares earned compared to target.

The payouts under these PSUs reflect our executive compensation program’s pay for performance structure. Payout was driven by strong performance against robust targets with Core Adjusted EPS performance above stretch one year, below target another year and between target and stretch the final year in addition to adjusted ROIC performing above stretch, and Relative TSR performance resulting in a 10% payout increase.

Other Compensation and Benefits

The NEOs are eligible for the same level and type of benefits that we make available to other employees, including our 401(k) plan, health care plan, life insurance plans, other welfare benefit programs and equity treatment upon retirement or a separation from service event. We do not have any defined benefit pension plans available to our NEOs.

Additional Benefits. We provide certain NEOs with additional benefits that we believe are reasonable and consistent with our overall executive compensation program. The costs of these benefits constitute only a small portion of each NEO’s total compensation and have included items such as relocation benefits, when applicable, and tax preparation fees. We offer perquisites and other benefits that we believe to be competitive with benefits offered by companies with whom we compete for talent for purposes of recruitment and retention. Following a third-party security assessment for members of senior management in fiscal 2025, the Compensation Committee approved certain executive security services as set forth in the Summary Compensation Table. We believe these services and costs are reasonable, appropriate, necessary and in the best interests of the Company and its stockholders, as they enable our senior management to safely carry out their responsibilities and therefore, mitigate risks to our business.

Retirement. To recognize significant years of service to the Company and to incentivize employees who might consider retiring to remain focused on the long-term best interests of the Company regardless of their personal retirement plans, which could otherwise create bias toward short-term performance, the Compensation Committee has established retirement treatment provisions that provide that time-based RSUs will continue to vest during retirement on the same terms as they would if the executive had not retired, but without the requirement that they remain employed. PSUs will be treated similarly on retirement, but subject to actual performance at the time when achievement of performance objectives are measured. In addition, an executive’s equity awards granted in the year of retirement will be prorated to reflect the service period prior to the date of retirement. Qualified retirement is defined in our Equity Incentive Plan and related award agreements as retirement by an employee who has reached age 59 or older and who has achieved at least 10 years of service to the Company. This treatment applies to all participants, provided that our CEO will be eligible for retirement treatment upon achievement of six years of service to the Company.

46

Table of Contents

Components of Our Executive Compensation Program for Fiscal 2027

The Compensation Committee considered the merit increases for executive officers the past two years and determined to keep base salary flat for most NEOs. The Compensation Committee made the following changes to NEO base salaries, effective November 8, 2026, other than Mr. Tarditi, who received a base salary increase at the beginning of fiscal 2027 in connection with his appointment as President and Chief Operating Officer.

(1)Reflects annual rate at the end of fiscal 2026.

(2)Reflects expected annual rate for the remainder of fiscal 2027.

In determining Mr. Douglas’s compensation for fiscal 2027, the Compensation Committee considered his individual performance and the Company's continued progress against its long-term strategic objectives, strong financial performance and total shareholder return relative to its core peer group (public peers in the food distribution business). Based on these considerations, the Compensation Committee and the Board determined that a 12% increase in Mr. Douglas's target total direct compensation was appropriate. Consistent with the Compensation Committee's pay-for-performance philosophy and focus on long-term value creation, the majority of the increase was delivered through an increase in the target value of his long-term incentive award from $7,750,000 to $9,000,000. The remainder of the increase was reflected in his target annual cash incentive opportunity, which increased from 161% to 164% of base salary. The Compensation Committee believes that emphasizing long-term incentive compensation appropriately aligns Mr. Douglas's compensation with stockholder interests and reinforces the achievement of the Company's long-term strategic and financial objectives. There were no changes to the other NEOs’ annual cash incentive targets as a percent of base salary for fiscal 2027.

The Compensation Committee also reviewed LTIP targets for the other NEOs and approved increases to recognize their efforts in executing against our multi-year strategy, support retention and close the gap against market median where needed. Mr. Best will receive an increase to his target LTIP award from $1,000,000 to $1,500,000 annually in recognition of his efforts to refresh and implement the Retail strategy and assumption of additional responsibilities. The Compensation Committee believes the use of LTIP increases relative to overall pay is aligned with stockholders and focuses on rewarding executives for long-term operating performance and associated stock price growth.

Executive Severance Plan and Change in Control Agreements

As of August 1, 2026, we were a party to change in control agreements with each of Messrs. Douglas, Tarditi, Best, Bushway and Martin. On September 25, 2025, the Compensation Committee adopted an Executive Severance Plan with terms that generally align with the prior executive severance agreements. A majority of executive officers were party to severance agreements that expired in October 2025, at which time such executive officers became subject to the Executive Severance Plan. Messrs. Bushway and Martin are covered by this Plan. Messrs. Douglas, Tarditi and Best remain party to existing severance agreements and will become subject to the Executive Severance Plan upon expiration of their individual agreements. The capitalized terms “Cause,” “Good Reason” and “Change in Control” in this section are used as defined in those agreements or Plan. The Compensation Committee believes that the protections afforded in these change in control agreements and severance agreements or Plan, as applicable, are reasonable and are an important element in retaining our executive officers. Each of the severance agreements and the Executive Severance Plan include restrictive covenant provisions, which, except as prohibited by law, apply during the employment period and continue for a one-year period following termination of employment for any reason.

The change in control agreements also include restrictive covenant provisions, which apply during the employment period and continue for a one-year (intellectual property assignment) or two-year (non-solicitation and non-competition) period following a termination of employment that occurs in contemplation of or within two years after a Change in Control. The change in control agreements and the severance agreements and Executive Severance Plan, as applicable, also contain confidentiality provisions that are not subject to a term. None of our

47

Table of Contents

executives is a party to an agreement providing for “gross-up” payments for excise taxes imposed upon termination following a Change in Control. Any benefits to be paid upon a Change in Control under the change in control agreements are “double trigger,” which requires both a Change in Control and a termination of the executive’s employment in contemplation of or within two years of the date of the Change in Control, either by us for a reason other than Cause, death or disability or by the executive for Good Reason.

The key benefits provided for in these agreements or the Executive Severance Plan, as applicable, are summarized below:

(1)The provision of any such benefits will be subject to any restrictions under applicable law, including under Section 409A of the Internal Revenue Code of 1986, as amended from time to time (Code).

(2)The treatment of equity awards upon separation is governed by the terms of the 2020 Equity Incentive Plan, as may be amended and restated from time to time (the 2020 Equity Incentive Plan) and respective award agreements.

In establishing the multiples of base salary and bonus that a terminated executive would be entitled to receive following termination without Cause or for Good Reason following a Change in Control, the Compensation Committee considered the need to be able to competitively recruit and retain talented executive officers who often times seek protection against the possibility that they might be terminated without Cause or be forced to resign for Good Reason following a Change in Control, while taking into account the views of our stockholders on appropriate multiples.

Other Programs, Policies and Considerations

Executive Clawback Policy

The Company maintains a clawback policy pursuant to which the Company must seek to recover incentive-based compensation from senior executives in the event the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirement under the securities laws (the Executive Clawback Policy). The Executive Clawback Policy complies with, and will be interpreted and administered in a manner consistent with, all applicable laws and regulations, including without limitation, Section 303A.14 of the NYSE Listed Company Manual and Rule 10D-1 of the Exchange Act.

Recoupment Policy

In addition to our Executive Clawback Policy, we have in place a recoupment policy applicable to our executive officers, including our NEOs, other principal officers and certain key employees or former employees designated by the Board or our CEO. Under the policy, if the Company’s financial statements are required to be restated for any reason, except when due to a change in accounting policy that has a retroactive effect, the Board will review all performance-based compensation awarded or earned for all periods materially affected by such restatement. In addition, the Board will review all performance-based compensation awarded or earned that is based on performance metrics that appear to be materially inaccurate or affected in any way by fraud, regardless of whether a restatement of the Company’s financial statements is required.

The policy provides that the Board may, to the extent permitted by applicable law, seek the following actions with respect to compensation:

•After conducting the review described above, the Board may seek recoupment from the persons covered by the policy for the extent of such performance-based compensation as it deems appropriate if it determines that:

48

Table of Contents

◦the payment of such performance-based compensation was predicated upon the achievement of certain financial statement results that were subsequently corrected, or upon material inaccuracy or fraud, and a lower incentive payment or award would have been made based upon the restated financial results or corrected performance metrics; or

◦a person covered by the policy has engaged in conduct that will cause damage to the Company or is inimical or in any manner contrary to the best interests of the Company, and if the conduct resulted in a material inaccuracy in the Company’s financial statements or performance metrics which affects such person’s compensation.

•The Board may also require forfeiture of incentive compensation, including annual incentive compensation, LTIP performance awards, stock options, stock appreciation rights, restricted share units (including performance-based and time-based), dividend equivalent rights and any other similar awards the Board deems to be “incentive based,” in the case of misconduct in violation of law or Company policy, including through failure of an executive’s oversight responsibilities, that results in material financial or reputational harm to the Company.

•In the event the Board seeks recoupment or forfeiture pursuant to the recoupment policy, the Company must disclose such recoupment or forfeiture, provided that, among other things, the related facts and circumstances giving rise to the recovery have been publicly disclosed.

Stock Ownership Guidelines

The Compensation Committee believes stock ownership guidelines are an effective vehicle for aligning the interests of Management and our stockholders. A meaningful ownership stake by our officers demonstrates to our stockholders a strong commitment to our success. Accordingly, we maintain stock ownership guidelines that require our officers to hold shares of our common stock having an aggregate market value from time to time which equals or exceeds the below multiples:

Each covered officer is expected to comply with the policy by the fifth year after he or she became subject to the guidelines and remain in compliance thereafter. Compliance with the guidelines is tested once per year for as long as the officer is employed by the Company. When calculating whether a covered officer owns a sufficient number of shares under these guidelines, vested and unvested restricted stock and RSUs are included, while unvested PSUs are not included. Covered officers are not allowed to hedge their interests in the stock held pursuant to the guidelines. Our guidelines provide that, once in compliance, a covered officer shall be deemed to remain in compliance despite a subsequent reduction in stock price that may otherwise cause non-compliance. Given the sustained decline in our stock price at the level specified in our stock ownership guidelines for 18 months, the five-year accumulation period was reset as of the end of fiscal 2025. As of August 1, 2026, each of our executive officers was in compliance or on track to meet their target ownership within their five-year accumulation period.

Hedging and Insider Trading Policy

Our Insider Trading Policy prohibits our Directors and certain employees, including executive officers, from engaging in certain speculative transactions in our equity securities, including short sales, hedging transactions and pledging our stock as security.

Equity Grant Practices

The Compensation Committee generally approves the grant of annual equity awards for the Company’s executive officers, including each of the NEOs, in the first quarter each year. In years in which the Company is requesting additional shares under its equity incentive plan, the Compensation Committee may delay the grant of awards until after the annual meeting. In the event of hiring or promoting an individual, or where the Compensation Committee determines it is in the best interest of the Company, the Compensation Committee, or one or more officers to which the Compensation Committee has delegated authority, may approve equity grants to be awarded during an open window under our Insider Trading Policy. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

49

Table of Contents

Tax Deductibility of Compensation

When it reviews compensation matters, the Compensation Committee considers, among other matters, the anticipated tax and accounting treatment of payments and benefits with respect to us and, when relevant, to the executive. Section 162(m) of the Code imposes an annual deduction limit of $1 million on the amount of compensation paid to each of the Chief Executive Officer and certain other NEOs. The Compensation Committee has approved, and may continue to approve, compensation that exceeds the $1 million limitation and is non-deductible. While accounting and tax treatment are relevant issues to consider, the Compensation Committee believes that stockholder interests are best served by not restricting flexibility in designing compensation programs, even though such programs may result in non-deductible compensation expenses for tax purposes.

50

Table of Contents

Report of the Compensation Committee

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with Management. Based on our review and discussion with Management, we have recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended August 1, 2026.

51

Table of Contents

Executive Compensation Tables

Summary Compensation Table—Fiscal Years 2024-2026

The following table sets forth for each NEO for each fiscal year indicated: (i) the dollar value of base salary, sign-on bonuses and non-equity incentive compensation earned; (ii) the aggregate grant date fair value related to all equity-based awards made to the NEO; (iii) all other compensation; and (iv) the dollar value of total compensation.

Summary Compensation Table

(1)Represents cash sign-on bonus payments for Messrs. Tarditi and Best upon hire.

(2)Amounts shown represent the grant date fair value of awards of RSUs and PSUs at the target level as computed under ASC 718 granted during the fiscal year indicated. For RSUs, the grant date fair value is calculated based on the closing price of our common stock on the NYSE on the date of grant. For PSUs, grant date fair value is calculated based on the probable outcome of the performance result (i.e., target level of performance) for each of the performance periods, excluding the effect of estimated forfeitures. These amounts do not necessarily reflect the actual amounts that were paid to, or may be realized by, the NEO for any of the fiscal years reflected. Refer to footnotes 1 and 12 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended August 1, 2026 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards. The grant date fair value of PSUs awarded to Mr. Douglas in fiscal 2026, assuming stretch, or maximum level performance, was $9,833,100. The grant date fair value of PSUs awarded to Mr. Tarditi in fiscal 2026, assuming stretch, or maximum level performance, was $3,171,911. The grant date fair value of PSUs awarded to Mr. Best in fiscal 2026, assuming stretch, or maximum level performance, was $1,268,765. The grant date fair value of PSUs awarded to Mr. Bushway & Mr. Martin in fiscal 2026, assuming stretch, or maximum level performance, was $1,903,147, respectively.

(3)Amounts shown for fiscal 2026 reflect payments made in fiscal 2027 under our annual cash incentive plan related to fiscal 2026 performance. Amounts shown for fiscal 2025 and 2024 reflect payments under our annual cash incentive plan based on performance for those fiscal years. For a discussion regarding the annual cash incentive plan, see “Executive Compensation—Compensation Discussion and Analysis—Components of Our Executive Compensation Program for Fiscal 2026—Performance-Based Annual Cash Incentive Compensation.”

(4)Represents our contributions to a 401(k) account for Mr. Douglas in the amount of $12,250 and a digital security risk assessment for $10,000.

(5)Represents our contributions to a 401(k) account for Mr. Tarditi in the amount of $12,250 and a digital security risk assessment for $10,000.

(6)Mr. Tarditi served as the Company’s principal financial officer for fiscal 2026 before being appointed to his new role at the beginning of fiscal 2027.

(7)Mr. Best was not an NEO in fiscal 2025 and fiscal 2024. Mr. Bushway was not an NEO in fiscal 2024. Accordingly, compensation information for those years is not provided.

(8)Represents our contributions to a 401(k) account for Mr. Best in the amount of $8,663 and a digital security risk assessment for $10,000.

(9)Represents our contributions to a 401(k) account for Mr. Bushway in the amount of $12,078, tax planning reimbursement for $1,500 and a digital security risk assessment for $10,000.

(10)Represents Mr. Bushway’s new role as Chief Supply Chain Officer, effective at the beginning of fiscal 2027.

(11)Represents our contributions to a 401(k) account for Mr. Martin in the amount of $14,529, tax planning reimbursement for $3,000 and a digital security risk assessment for $10,000.

(12)Represents Mr. Martin’s new role as Chief Commercial Officer, effective at the beginning of fiscal 2027.

52

Table of Contents

Grants of Plan-Based Awards in Fiscal 2026

The following table reflects the fiscal 2026 plan-based awards approved by the Compensation Committee on October 30, 2025, and granted on December 18, 2025, as well as Mr. Best’s RSUs granted on October 2, 2025:

(1)This column shows separately the possible payouts to the NEOs under our annual cash incentive plan for the fiscal year ended August 1, 2026, for “threshold”, “target” and “maximum” performance. Actual amounts paid for these incentives are reflected in the table included under “Summary Compensation Table—Fiscal Years 2024-2026” under the column “Non-Equity Incentive Plan Compensation.”

(2)These awards granted on December 18, 2025 under the Fifth Amended and Restated 2020 Equity Incentive Plan represent the number of PSUs that may be earned with a three-year performance period at “threshold,” “target” and “maximum” levels of performance. These PSUs are subject to performance-based vesting, with payout determined based on achievement of specific levels of cumulative Core Adjusted EPS and cumulative Free Cash Flow over the fiscal 2026-2028 performance period. In addition, the number of PSUs earned may be increased or decreased by up to 10% based on our Relative TSR modifier for the three-year performance period. At the conclusion of the three-year performance period, the PSUs may vest based on our results of these financial metrics. The PSUs earned by each NEO will be settled by delivery of an equivalent number of shares of common stock. These PSUs are described in more detail in "Executive Compensation—Compensation Discussion and Analysis—Components of Our Executive Compensation Program for Fiscal 2026—Long-Term Equity-Based Incentive Program—2026 Grant of Time- and Performance-Based Vesting Restricted Share Units."

(3)Represents RSUs granted in fiscal 2026 to each of the NEOs. The RSUs granted on December 18, 2025 vest in three equal annual installments beginning on December 18, 2026. Mr. Best’s RSUs granted on October 2, 2025 vest in three equal annual installments beginning on October 2, 2026.

(4)For grants during fiscal 2026, the amount shown with respect to each award represents the grant date fair value of the award calculated using the assumptions described in footnote (2) of the table included under “Summary Compensation Table—Fiscal Years 2024-2026.” The grant date fair value of PSUs was calculated based on the probable outcome of the performance result (i.e., “target” level of performance) for each of the performance periods, excluding the effect of estimated forfeitures.

53

Table of Contents

Outstanding Equity Awards at Fiscal 2026 Year-End

The following table summarizes information with respect to holdings of stock options and stock awards by the NEOs as of August 1, 2026. This table includes unexercised stock options, unvested RSUs and unvested PSUs. Each equity grant is shown separately for each NEO.

Outstanding Equity Awards at Fiscal Year-End