United Natural Foods (UNFI) Securities Fraud Lawsuit Investigation

Shamis & Gentile P.A., a law firm that advocates for investors who are victims of securities fraud, is investigating potential claims against United Natural Foods, Inc. (UNFI)

If you purchased or held United Natural Foods securities and suffered losses, you may be eligible to join this securities fraud investigation and seek compensation.

About United Natural Foods

United Natural Food is a leading North American grocery wholesaler and distributor, serving both natural and conventional retail channels. The company operates through Wholesale and Retail segments and is the primary distributor to Whole Foods Market, with a distribution agreement extended through May 2032.

UNFI’s business model relies on thin gross margins, procurement and inventory gains, and effective supply chain management.

What's Being Investigated

In March 2023, UNFI reported a year-over-year decline of $6 million in gross profit and a drop of over 71% in net income and earnings per diluted share for its fiscal 2023 second quarter, despite a 6% increase in net sales.

The company also cut its adjusted EBITDA guidance, citing “lower procurement and inventory gains” due to supply chain volatility and slowing inflation. On this news, the Company's stock price plummeted by 28%, closing at $29.47; causing substantial harm to investors.

Following these disclosures, a securities class action was filed against the company and certain executives, alleging failures to disclose material information during the relevant period. The court has recently denied the company’s motion for judgment on the pleadings, allowing the case to proceed.

Key Timeline

• March 8, 2023: UNFI reports Q2 FY2023 results showing a $6 million decline in gross profit, over 71% drop in net income and EPS, and cuts adjusted EBITDA guidance by about $115 million. Investors allege these disclosures raised questions about prior risk management and transparency.
• June 7, 2023 and September 26, 2023: Further disclosures of profitability pressures and cost-saving plans. Investors contend these events may signal ongoing operational and oversight challenges.
• October 1, 2023: President Christopher P. Testa departs; CEO assumes President role. Investors say this leadership change may be relevant to oversight and internal controls.
• July 28, 2025: Court denies motion for judgment on the pleadings in the securities class action, allowing the case to move forward. This development signals continued scrutiny of the company’s disclosures and governance.
• June 2025: Cyber incident disrupts operations, highlighting mission-critical risk oversight issues.

Why Investors May Be Concerned

Investors and plaintiffs allege that United Natural Foods made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects

The complaint contends that the board and certain officers potentially lacked adequate systems to monitor mission-critical risks, such as margin management and supply chain volatility. Stockholders argue that these alleged oversight and disclosure failures may have exposed the company to financial and reputational harm.

Some theories focus on whether officers failed to escalate known risks or limitations to the board, and whether public filings omitted material information about the sustainability of key profit drivers.

Your Rights and Next Steps

This is an active investigation into potential breaches of fiduciary duty and other possible violations by United Natural Foods’ officers and directors. If you owned UNFI stock during the relevant period and experienced losses, you may have certain rights.

Potential next steps:

• Request corporate books and records under Delaware law (Section 220) to investigate possible mismanagement or oversight failures.
• Participate in a potential derivative action, which is a lawsuit filed on behalf of the company to recover damages or seek governance reforms.
• Stay informed about the status of the securities class action and any related legal developments.

Shareholders considering a derivative action must generally show they owned stock at the relevant times and that making a demand on the board would be futile. Officer-level claims are not subject to exculpation under Delaware law, and courts expect particularized facts to support any allegations of bad-faith or loyalty breaches.

You May Be Entitled to Compensation

Securities investigations are time-sensitive. If you purchased United Natural Foods, Inc. (NYSE: UNFI) prior to March 7, 2023, and still hold some shares today, you can seek corporate reforms, the return of funds back to the Company, and a court approved incentive award at absolutely no cost to you.

Please complete the form below to join the investigation.