UNITED STATESSECURITIES AND EXCHANGE ~~COMMISSIONWASHINGTON~~COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~September~~October 0529, 2024

UNIFI, INC.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

New York	1-10542	11-2165495
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
7201 West Friendly Avenue
Greensboro, North Carolina		27410
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code: (336) 294-4410

    Not Applicable

   

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	UFI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.0102. Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

On ~~September~~October 530, 2024, (the ~~“Effective~~Company ~~Date”),~~issued ~~Unifi Manufacturing, Inc.,~~ a ~~beneficially~~press ~~owned~~release ~~subsidiary~~announcing ofits ~~Unifi,~~operating ~~Inc.~~results (for the ~~“Company”),~~fiscal ~~and~~first ~~certain~~quarter ofended ~~its~~September ~~domestic affiliates (collectively~~29, ~~the “Borrowers”)~~2024, ~~as borrowers, entered into~~ a ~~First~~copy ~~Amendment~~of ~~("First~~which ~~Amendment")~~is toattached ~~Second~~hereto ~~Amended~~as ~~and~~Exhibit ~~Restated Credit Agreement dated October 28, 2022 (the “Credit Agreement”)~~99. 1.

~~The~~Item ~~Credit Agreement, prior to the First Amendment, included a $230~~5.0 million senior secured credit facility (the “ABL Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, sole lead arranger and sole book runner, and Wells Fargo; Bank of America, N07.A; Submission ~~and First National Bank, as lenders. The ABL Facility consisted~~ of aMatters ~~$115.0~~to ~~million revolving credit facility (the “ABL Revolver”) and~~ a ~~$115.0~~Vote ~~million term loan (the “ABL Term Loan”). The ABL Facility has a maturity date~~ of ~~October~~Security ~~28, 2027~~Holders.

~~The First Amendment primarily~~ (~~i) permits the sale of~~ a ~~Company-owned real estate asset (consisting of an industrial warehouse building and land acreage~~) ~~located~~On inOctober ~~Yadkinville~~29, ~~North~~2024, ~~Carolina with application of the net proceeds to reduce the outstanding ABL Revolver balance~~Unifi, ~~in lieu of the prescribed mandatory prepayment to the ABL Term Loan; (ii) reduces the Maximum Revolver Amount from $115~~Inc.0 ~~million to $80.0 million;~~ (~~iii) modifies~~ the ~~definition of the Trigger Level as of any date of determination to the greater of (a~~"Company") ~~$16,500,000~~held ~~and~~its ~~(b)~~2024 ~~10%~~Annual ofMeeting ~~the sum~~ of ~~(i)~~Shareholders ~~the Maximum Revolver Amount plus~~ (~~ii)~~ the ~~outstanding~~"Annual ~~principal amount of the ABL Term Loan on such date of determination; (iv~~Meeting") ~~increases the range of the Applicable Margin on (a) SOFR-based loans to a new range of 1~~.50% to 2.00% and (b) Base Rate-based loans to a new range of 0.50% to 1.00%, with such new ranges of Applicable Margin rates becoming immediately effective and continuing until the Company achieves a Fixed Charge Coverage Ratio of 1.05 to 1.00 or better; (v) for a Term Loan Reset, establishes an additional requirement to obtain lender approval; and (vi) modifies certain terms and conditions of the Credit Agreement including, but not limited to, Swing Loans, Letter of Credit Sublimits, and costs related to normal course collateral valuations for the ABL Facility.

In(b) ~~connection~~At ~~with~~ the ~~First~~Annual ~~Amendment~~Meeting, the Company’s ~~paid~~shareholders (i) elected all eight of the ~~lenders~~Company’s nominees for director to serve until their terms expire at the 2025 Annual Meeting of Shareholders or until their successors are duly elected and qualified; (ii) approved, on an ~~aggregate~~advisory ~~fee~~basis, the Company’s named executive officer compensation in fiscal 2024; and (iii) ratified the appointment of ~~$195~~KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal 2025. Each of these proposals is further described in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on September 18,~~000~~ 2024.

OnThe ~~the~~final ~~Effective~~voting ~~Date,~~results for each of the ~~ABL~~proposals ~~Term~~submitted ~~Loan~~to ~~had~~the anCompany’s ~~outstanding~~shareholders ~~balance~~at ofthe ~~$98.9~~Annual ~~million.~~Meeting are as follows:

~~Certain~~Election ~~capitalized terms used but not defined herein have the meanings given to them in the Credit Agreement and the First Amendment. The foregoing description~~ of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 4.1 hereto and is incorporated by reference herein.directors:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Emma S. Battle	12,213,381	64,994	44,786	2,452,957
Francis S. Blake	11,731,526	546,847	44,788	2,452,957
Albert P. Carey	11,834,470	459,016	29,675	2,452,957
Edmund M. Ingle	12,236,708	56,778	29,675	2,452,957
Kenneth G. Langone	12,060,901	231,583	30,677	2,452,957
Suzanne M. Present	12,242,304	51,182	29,675	2,452,957
Rhonda L. Ramlo	11,540,801	737,572	44,788	2,452,957
Eva T. Zlotnicka	11,208,392	1,069,684	45,085	2,452,957

Advisory vote to approve the Company’s named executive officer compensation in fiscal 2024:

    Votes 
For

    Votes 
Against

Abstentions

    Broker
Non-Votes

3. Ratification of the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for

fiscal 2025:

    Votes 
For

    Votes 
Against

Abstentions

    Broker
Non-Votes

Item 7.01. Regulation FD Disclosure.

On October 31, 2024, the Company will host a conference call to discuss its operating results for the fiscal first quarter ended September 29, 2024. A copy of the materials prepared for use by management during this conference call is attached hereto as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
4.1		First Amendment to Second Amended and Restated Credit Agreement, dated September 5, 2024, by and among Unifi Manufacturing, Inc. and certain of its domestic affiliates, as borrowers, Well Fargo Bank, National Association, as administrative agent, sole lead arranger and sole book runner, and the lenders party thereto.
99.1		Press Release of Unifi, Inc., dated October 30, 2024.
99.2		Earnings Call Presentation Materials.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The information in this Current Report on Form 8-K, including the exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

SIGNATURES

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

			Unifi, Inc.
			UNIFI, INC.
Date:	~~September~~October 630, 2024	By:	/s/ ANDREW J. EAKER
			Andrew J. EakerExecutive Vice President & Chief Financial Officer
			Andrew J. EakerExecutive Vice President & Chief Financial OfficerTreasurer

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