UNITED NATURAL FOODS INCUNFI
UNITED NATURAL FOODS INC Stock Compensation Disclosure
NOTE 12—SHARE-BASED AWARDS
As of August 2, 2025, the Company had restricted stock awards and performance share units outstanding under the 2020 Equity Incentive Plan, as amended and restated from time to time (the “2020 Equity Incentive Plan”). The terms of each stock-based award will be determined by the Board of Directors or the Compensation Committee thereof. As of August 2, 2025, the Company had 2.6 million shares authorized and available for grant under the 2020 Equity Incentive Plan.
Share-Based Compensation Expense
The following table presents information regarding share-based compensation expenses and the related tax impacts:
| (in millions) | 2025 | 2024 | 2023 | |||||||||||||||||
| Restricted stock awards | $ | 33 | $ | 33 | $ | 35 | ||||||||||||||
| Performance-based share awards | 10 | 4 | 3 | |||||||||||||||||
| Share-based compensation expense recorded in Operating expenses | 43 | 37 | 38 | |||||||||||||||||
| Income tax benefit | (12) | (10) | (10) | |||||||||||||||||
| Share-based compensation expense, net of tax | $ | 31 | $ | 27 | $ | 28 | ||||||||||||||
| Share-based compensation expense recorded in Restructuring, acquisition and integration related expenses | $ | — | $ | 2 | $ | — | ||||||||||||||
| Income tax benefit | — | (1) | — | |||||||||||||||||
| Share-based compensation expense recorded in Restructuring, acquisition and integration related expenses, net of tax | $ | — | $ | 1 | $ | — | ||||||||||||||
Vesting requirements for awards are generally at the discretion of the Company’s Board of Directors or the Compensation Committee thereof. Time-based vesting awards for employees typically vest in three equal installments. The Board of Directors has adopted a policy in connection with the 2020 Equity Incentive Plan that sets forth grant, vesting and settlement dates for equity awards, a one-year vesting period for awards issued to non-employee directors, and a three-year equal installment vesting period for designated employee restricted stock awards. Performance awards have a three-year cliff vest, subject to achievement of the performance objective. As of August 2, 2025, there was $82 million of total unrecognized compensation cost related to outstanding share-based compensation arrangements (including restricted stock units and performance-based restricted stock units). This cost is expected to be recognized over a weighted-average period of 2.0 years.
Restricted Stock Awards
The fair value of restricted stock units and performance share units are determined based on the number of units granted and the quoted price of the Company’s common stock as of the grant date. Restricted stock units include liability-classified awards granted during fiscal 2025, that can or will be settled in cash. Liability-classified awards are remeasured at the end of each reporting period. The Company recorded total liabilities for cash-settled share-based compensation awards of $6 million as of August 2, 2025, of which the entire amount was classified as current. The Company had no liabilities for cash-settled share-based compensation awards as of August 3, 2024. No amounts were paid related to settlement for liability-classified awards in fiscal 2025, 2024 or 2023.
The following summary presents information regarding restricted stock units and performance share units:
| Equity-Classified | Liability-Classified | ||||||||||||||||||||||
| Number of Shares (in millions) | Weighted Average Grant-Date Fair Value | Number of Shares (in millions) | Weighted Average Grant-Date Fair Value | ||||||||||||||||||||
| Outstanding at July 30, 2022 | 4.9 | $ | 20.02 | — | $ | — | |||||||||||||||||
| Granted | 1.7 | 35.01 | — | — | |||||||||||||||||||
| Vested | (3.1) | 35.48 | — | — | |||||||||||||||||||
| Forfeited/Canceled | (0.3) | 21.55 | — | ||||||||||||||||||||
| Outstanding at July 29, 2023 | 3.2 | 32.11 | — | — | |||||||||||||||||||
| Granted | 3.7 | 15.99 | — | — | |||||||||||||||||||
| Vested | (1.5) | 14.56 | — | — | |||||||||||||||||||
| Forfeited/Canceled | (0.8) | 10.42 | — | — | |||||||||||||||||||
| Outstanding at August 3, 2024 | 4.6 | 22.66 | — | — | |||||||||||||||||||
| Granted | 1.2 | 26.26 | 0.9 | 26.18 | |||||||||||||||||||
| Vested | (1.6) | 23.70 | — | 26.59 | |||||||||||||||||||
| Forfeited/Canceled | (0.5) | 20.02 | (0.1) | 27.32 | |||||||||||||||||||
| Outstanding at August 2, 2025 | 3.7 | $ | 21.83 | 0.8 | $ | 27.01 | |||||||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||||||||||
| Intrinsic value of restricted stock units vested | $ | 37 | $ | 22 | $ | 113 | ||||||||||||||
Performance-Based Share Awards
During fiscal 2025, the Company granted 0.5 million equity-classified performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 0.5 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $28.22. These performance units are tied to 3-year cumulative fiscal 2025, 2026 and 2027 performance metrics, including adjusted earnings per share (“EPS”) and free cash flow. An insignificant amount of performance share units granted in fiscal 2025 were forfeited during fiscal 2025.
During fiscal 2024, the Company granted 0.8 million equity-classified performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 1.0 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $16.38. These performance units are tied to fiscal 2024, 2025 and 2026 performance metrics, including adjusted EPS growth and adjusted return on invested capital (“ROIC”). An insignificant amount of performance share units granted in fiscal 2024 were forfeited during fiscal 2025.
During fiscal 2023, the Company granted 0.4 million equity-classified performance share units, included in the granted number in the above table, to its executives and other senior leaders (subject to the issuance of up to 0.4 million additional shares if the Company’s performance exceeds specified targeted levels) with a weighted average grant-date fair value of $36.87. These performance units were tied to fiscal 2023, 2024 and 2025 performance metrics, including adjusted EPS growth and adjusted ROIC. An insignificant amount of performance share units granted in fiscal 2023 were forfeited during fiscal 2025.
Stock Options
The Company did not grant options in fiscal 2025, 2024 or 2023. The following summary presents information regarding outstanding stock options as of August 2, 2025 and changes during the fiscal year then ended:
| Number of Options (in millions) | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding at beginning of year | 0.1 | $ | 58.45 | 0.6 years | |||||||||||||||||||
| Exercised | — | — | |||||||||||||||||||||
| Canceled | (0.1) | 58.45 | |||||||||||||||||||||
| Outstanding at end of year | — | — | 0.0 years | $ | — | ||||||||||||||||||
| Exercisable at end of year | — | $ | — | 0.0 years | $ | — | |||||||||||||||||
The aggregate intrinsic value of options exercised was $0 million for each of the fiscal 2025, 2024 and 2023 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Oct 1, 2025 | Showing above |
| 2024 | Oct 1, 2024 | |
| 2023 | Sep 26, 2023 | |
| 2022 | Sep 27, 2022 | |
| 2021 | Sep 28, 2021 | |
| 2020 | Sep 29, 2020 | |
| 2019 | Oct 1, 2019 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.