Item 8.01 Other Events.

Following a public comment period, the Federal Trade Commission has approved a final consent order in the matter of Whole Foods Market and authorized the staff to send letters to the commenters of record. The vote approving the final order was 4-0.

As previously reported, pursuant to this approval the Company expects to record a non-cash charge of up to $5.5 million to adjust certain long-lived assets to fair value relating to the potential sale of the 13 operating stores. We expect this charge to occur in the third quarter of this fiscal year.

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