Form 4: UNFI General Counsel Reports Stock Transactions

UNFI's General Counsel, Mahrukh Hussain, reported the acquisition of restricted stock units and subsequent dispositions for tax withholding.

Summary

• Mahrukh Hussain, General Counsel and Corporate Secretary of United Natural Foods, Inc. (UNFI), reported recent stock transactions.
• On December 18, 2025, Hussain acquired 15,771 shares of common stock through a Restricted Stock Unit (RSU) award, granted under the Fifth Amended and Restated 2020 Equity Incentive Plan.
• This RSU award will vest in three equal annual installments beginning on December 18, 2026, with each RSU representing the right to receive one share of common stock.
• Following this acquisition, Hussain's beneficial ownership of common stock increased to 68,778 shares.
• Subsequently, on December 19, 2025, 2,256 shares were disposed of at a price of $33.59 per share to cover withholding taxes in connection with the vesting of previously granted RSUs, reducing beneficial ownership to 66,522 shares.
• On December 21, 2025, an additional 3,100 shares were disposed of at $33.59 per share for withholding taxes, bringing the beneficial ownership to 63,422 shares.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to equity compensation and tax withholding, which are neither inherently positive nor negative for the company's operational or financial performance.

Positives

• Grant of 15,771 Restricted Stock Units (RSUs) to a key executive, Mahrukh Hussain, aligning management's long-term interests with shareholder value.

Negatives

• Disposition of a total of 5,356 shares (2,256 shares on December 19, 2025, and 3,100 shares on December 21, 2025) at $33.59 per share for tax withholding purposes, which reduces the executive's direct beneficial ownership.

Future Outlook

The 15,771 Restricted Stock Unit (RSU) award granted to Mahrukh Hussain will vest in three equal annual installments beginning on December 18, 2026.

Industry Context

Form 4 filings are routine disclosures for insiders of publicly traded companies, reporting changes in beneficial ownership. These transactions are common for executives receiving equity compensation and managing tax obligations upon vesting.

Comparison to Industry Standards

• Not applicable. This Form 4 reports standard insider transactions related to equity compensation and tax withholding, which are common practices across all industries for public company executives. No specific comparable companies, projects, or results are relevant for this type of filing.

Corporate Governance

Related Party Transactions

• The transactions involve an executive (Mahrukh Hussain) and the company's common stock, which are standard compensation-related dealings and not typically classified as unusual related-party transactions in this context.

Stakeholder Impact

• Shareholders: Minor impact. The transactions are routine insider disclosures and do not reflect significant changes in company strategy or financial health. The RSU grant aligns executive interests with long-term shareholder value.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Next Steps

• The 15,771 Restricted Stock Units (RSUs) are scheduled to begin vesting in three equal annual installments starting December 18, 2026.

Key Dates

Keywords

UNFI, Mahrukh Hussain, Form 4, insider trading, stock transactions, RSU, restricted stock units, beneficial ownership, equity compensation