What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-10-09 compared with 2024-10-10 · 97 added, 58 removed, 690 unchanged (18% of the section changed)

9 unchanged sentences

Patronage dividend receivable 14,144 16,068

Notes receivable from Wakefern — 31,483

Income taxes receivable 5,265 2,252

Other current assets 19,223 17,382

Assets held for sale 4,354 —

Total current assets 205,109 199,702

77 unchanged sentences

Other comprehensive income:

Unrealized (loss) gain on interest rate swaps, net of tax (1) ( 1,373 ) 2,308

Unrealized loss on interest rate swaps, net of tax (1) ( 1,168 ) ( 1,373 )

Amortization of pension actuarial gain, net of tax (2) ( 272 ) ( 379 )

Pension remeasurement, net of tax (3) ( 91 ) 197

Pension settlement loss, net of tax (4) — 24

Total other comprehensive (loss) income ( 1,555 ) 1,999

Pension settlement gain, net of tax (4) ( 595 ) —

Total other comprehensive loss ( 2,126 ) ( 1,555 )

Comprehensive income $ 54,254 $ 48,907

23 unchanged sentences

Dividends — — — — ( 13,341 ) — — — ( 13,341 )

Exercise of stock options — 14 — — — — ( 2 ) 31 45

Treasury stock purchases — — — — — — 89 ( 2,211 ) ( 2,211 )

1 unchanged sentence

Share-based compensation expense 24 4,134 — — — — — — 4,134

Conversion of Class B shares to Class A shares 90 14 ( 90 ) ( 14 ) — — — — —

Balance, July 27, 2024

1 unchanged sentence

Net income — — — — 56,380 — — — 56,380

Other comprehensive income, net of tax of $ 434

Other comprehensive loss, net of tax of $ 942

— — — — — ( 2,126 ) — — ( 2,126 )

1 unchanged sentence

Exercise of stock options 2 11 — — — — ( 2 ) 42 53

Treasury stock purchases — — — — — — 89 ( 2,211 ) ( 2,211 )

Restricted shares forfeited ( 21 ) ( 214 ) — — — — — — ( 214 )

Share-based compensation expense 8 3,620 — — — — — — 3,620

Conversion of Class B shares to Class A shares 79 13 ( 79 ) ( 13 ) — — — — —

Balance, July 26, 2025

11 unchanged sentences

Non-cash share-based compensation 3,406 3,993

Non-cash pension settlement gain ( 859 ) —

Deferred taxes 3,510 ( 170 )

1 unchanged sentence

Impairment of assets 1,462 2,125

(Gain) Loss on sale of assets ( 233 ) 257

Gain on sale of assets ( 2 ) ( 233 )

Changes in assets and liabilities:

13 unchanged sentences

Maturity of notes receivable from Wakefern — 33,338

Acquisition of lease right-of-use assets ( 8,133 ) —

Net cash used in investing activities ( 75,578 ) ( 78,013 )

2 unchanged sentences

Excess tax benefit related to share-based compensation 55 25

Proceeds from issuance of long-term debt — 17,125

Principal payments of long-term debt ( 11,006 ) ( 11,003 )

Debt issuance costs — ( 33 )

Dividends ( 13,308 ) ( 13,341 )

1 unchanged sentence

Net cash used in financing activities ( 24,206 ) ( 26,485 )

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 23,649 ) 6,078

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 6,562 ) ( 23,649 )

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 117,261 140,910

19 unchanged sentences

Intercompany balances and transactions have been eliminated.

Certain amounts have been reclassified in the fiscal 2024 consolidated balance sheet to conform to the fiscal 2025 presentation.

The Company and its subsidiaries utilize a 52-53 week fiscal year ending on the last Saturday in the month of July.

5 unchanged sentences

Actual results could differ from those estimates.

Industry segment

The Company consists of one operating segment, the retail sale of food and nonfood products.

Revenue recognition

19 unchanged sentences

(2) Consists primarily of produce, meat, deli, seafood, bakery, prepared foods and floral.

(3) Consists primarily of sales related to other income streams, including service fees related to digital sales, gift card and lottery commissions and wholesale sales.

(3) Consists primarily of sales related to other income streams, including service fees related to digital sales, wholesale sales and gift card, lottery and other 3rd party commissions.

(4) 2024 revenues by category have been reclassified to conform to the 2025 current presentation by product category.

Cost of sales

5 unchanged sentences

Operating and administrative expense

Operating and administrative expenses consists primarily of store and corporate costs, including employee salaries, wages, company-sponsored and multi-employer health and welfare, pension, and defined contribution benefits, supplies, advertising, utilities, facility repairs and maintenance, rent, occupancy costs and administrative expenses.

Operating and administrative expense consists primarily of store and corporate costs, including employee salaries, wages, company-sponsored and multi-employer health and welfare, pension, and defined contribution benefits, supplies, advertising, utilities, facility repairs and maintenance, rent, occupancy costs and administrative expenses.

Cash and cash equivalents

56 unchanged sentences

If impairment is indicated, it is measured by comparing the fair value of the long-lived asset groups to their carrying value.

In Fiscal 2024, the Company recognized an impairment charge of $ 2,125 related to the closure of the automated micro-fulfillment center in south NJ.

For assets held for sale, the Company recognizes an impairment based on the excess of the carrying value plus estimated costs of disposal over the fair value.

In Fiscal 2025, Company recognized impairment charges of $ 1,462 on the long-lived assets of one Gourmet Garage store and real estate assets related to the closed automated micro-fulfillment center in south NJ classified as held for sale.

In Fiscal 2024, the Company recognized an impairment charge of $ 2,125 related to the closure of the automated micro-fulfillment center.

Goodwill and indefinite-lived intangible assets

34 unchanged sentences

Diluted $ 3.81 $ 2.75 $ 3.40 $ 2.46

Outstanding stock options to purchase Class A shares of 88 were excluded from the calculation of diluted net income per share at July 29, 2023 as a result of their anti-dilutive effect.

In addition, 456 and 503 non-vested restricted Class A shares, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at July 27, 2024 and July 29, 2023, respectively, due to their anti-dilutive effect.

Non-vested restricted Class A shares of 427 and 456 , which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at July 26, 2025 and July 27, 2024, respectively, due to their anti-dilutive effect.

Share-based compensation

6 unchanged sentences

Pension expense for these plans is recognized as contributions are made.

Recently adopted accounting standards

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure,” which updates reportable segment disclosure requirements requiring segment reporting be disclosed for companies with a single reportable segment.

The Company adopted ASU No.

2023-07 on a retrospective basis in fiscal 2025.

Recently issued accounting standards

The Company monitors accounting standards recently issued by the FASB to assess their impact on the consolidated financial statements, if any.

There were no recently issued accounting standards that will have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which requires more detailed income tax disclosures.

The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis, with early adoption permitted.

The Company is currently assessing the potential impact of ASU 2023-09 on its consolidated financial statement disclosures.

NOTE 2 — PROPERTY, EQUIPMENT and FIXTURES

26 unchanged sentences

2027 - $ 380 ;

2027 - $ 352 ;

2028 - $ 25 ;

and $ 0 thereafter.

and 2028 - $ 25 .

The maximum per store investment remained $ 975 in fiscal 2025.

7 unchanged sentences

Wakefern provides the Company with support services in numerous areas including advertising, liability and property insurance, supplies, certain equipment purchasing, coupon processing, certain financial accounting applications, retail technology support, and other store services.

Village incurred charges of $ 42,459 and $ 42,678 from Wakefern in fiscal 2024 and 2023, respectively, for non-merchandise products and services, which are reflected in operating and administrative expense in the consolidated statements of operations.

Village incurred charges of $ 41,539 and $ 42,459 from Wakefern in fiscal 2025

and 2024, respectively, for non-merchandise products and services, which are reflected in operating and administrative expense in the consolidated statements of operations.

Additionally, the Company has certain related party leases (see Note 7) with Wakefern.

On August 15, 2022, notes receivable due from Wakefern of $ 28,850 that earned interest at the prime rate plus 1.25 % matured.

The Company invested all of the proceeds received in variable rate notes receivable from Wakefern that earn interest at the prime rate plus .50 % and mature on August 15, 2027.

On September 28, 2022, the Company invested an additional $ 30,000 in variable rate notes receivable from Wakefern that earn interest at the prime rate plus .50 % and mature on September 28, 2027.

On February 15, 2024, notes receivable due from Wakefern of $ 33,338 that earned interest at the prime rate plus .75 % matured.

The Company invested all of the proceeds received in variable rate notes receivable from Wakefern that earn interest at the SOFR plus 2.25 % and mature on February 15, 2029.

The Company invested all of the proceeds received in variable rate notes receivable from Wakefern that earn interest at the Secured Overnight Financing Rate ("SOFR") plus 2.25 % and mature on February 15, 2029.

At July 26, 2025, the Company held variable rate notes receivable due from Wakefern of $ 36,634 that earn interest at the prime rate plus .50 % and mature on August 15, 2027, $ 37,817 that earn interest at the prime rate plus .50 % and mature on September 28, 2027 and $ 36,754 that earn interest at the SOFR plus 2.25 % and mature on February 15, 2029.

1 unchanged sentence

Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.

At July 27, 2024, the Company had demand deposits invested at Wakefern in the amount of $ 97,126 .

The Company had demand deposits invested at Wakefern in the amount of $ 92,003 and $ 97,126 at July 26, 2025 and July 27, 2024, respectively.

These deposits earn overnight money market rates.

14 unchanged sentences

• An unsecured revolving line of credit providing a maximum amount available for borrowing of $ 75,000 .

Indebtedness under this agreement bears interest at the applicable Secured Overnight Financing Rate ("SOFR") plus 1.10 % and expires on May 6, 2025.

Indebtedness under this agreement bears interest at the applicable SOFR plus 1.25 % and expires on April 30, 2030.

• An unsecured $ 25,500 term loan issued on May 12, 2020, repayable in equal monthly installments based on a seven -year amortization schedule through May 4, 2027 and bearing interest at the applicable SOFR plus 1.46 %.

26 unchanged sentences

In connection with the financing, the Company loaned $ 4,835 to VSM Investment Fund, LLC (the "Investment Fund") at an interest rate of 1.403 % per year and with a maturity date of December 31, 2044.

Repayments on the loan commence in March 2025.

Wells Fargo contributed $ 2,375 to the Investment Fund and, by virtue of such contribution, is entitled to substantially all of the tax benefits derived from the NMTC.

2 unchanged sentences

The Investment Fund then contributed the proceeds to a CDE, which, in turn, loaned combined funds of $ 6,563 , net of debt issuance costs, to Village Super Market of NY, LLC, a wholly-owned subsidiary of the Company, at an interest rate of 1.000 % per year with a maturity date of December 31, 2051.

These loans are secured by the leasehold improvements and equipment related to the construction of the Bronx store.

Repayment of the loans commences in March 2025.

The proceeds of the loans from the CDE were used to partially fund the construction of the Bronx store.

The Notes payable related to New Markets Tax Credit, net of debt issuance costs, are recorded in long-term debt in the consolidated balance sheets.

The NMTC is subject to 100% recapture for a period of seven years.

The Company is required to be in compliance with various regulations and contractual provisions that apply to the New Markets Tax Credit arrangement.

Noncompliance could result in Wells Fargo's projected tax benefits not being realized and, therefore, require the Company to indemnify Wells Fargo for any loss or recapture of NMTCs.

The Company does not anticipate any credit recapture will be required in connection with this financing arrangement.

The transaction includes a put/call provision whereby the Company may be obligated or entitled to repurchase Wells Fargo's interest in the Investment Fund.

The value attributed to the put/call is de minimis.

We believe that Wells Fargo will exercise the put option in December 2024, at the end of the recapture period, that will result in a net benefit to the Company of $ 1,728 .

The Company is recognizing the net benefit over the seven-year compliance period in operating and administrative expense.

The Notes payable related to New Markets Tax Credit, net of debt issuance costs, were recorded in long-term debt in the consolidated balance sheets.

The NMTC was subject to 100% recapture for a period of seven years, which ended in December 2024.

The Company was required to and fulfilled its obligation to be in compliance with various regulations and contractual provisions that applied to the New Markets Tax Credit arrangement for the duration of the seven year recapture period.

The transaction included a put/call provision whereby the Company would be obligated or entitled to repurchase Wells Fargo's interest in the Investment Fund for a de minimus amount.

In January 2025, Wells Fargo exercised the put option requiring Village to repurchase Wells Fargo's interest in the Investment Fund.

This resulted in a non-cash extinguishment of the $ 6,563 loans payable to the CDE and the

$ 4,835 loan receivable from the Investment Fund.

The $ 1,728 net benefit resulting from the loan extinguishments was recognized ratably over the seven-year compliance period as a reduction in operating and administrative expense.

NOTE 5 — DERIVATIVES AND HEDGING ACTIVITIES

7 unchanged sentences

The swaps replaced the applicable reference rate with fixed interest rates and payments are settled monthly when payments are made on the variable-rate loans.

The Company's

derivatives qualify and have been designated as cash flow hedges of interest rate risk.

The Company's derivatives qualify and have been designated as cash flow hedges of interest rate risk.

The gain or loss on the derivative is recorded in Accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.

1 unchanged sentence

The Company reclassified $ 2,240 and $ 3,027 during the fiscal years ended July 26, 2025 and July 27, 2024, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $ 67,543 as of July 27, 2024.

The fair value of interest rate swaps are included in the following captions on the consolidated balance sheets at July 27, 2024 and July 29, 2023:

The notional value of the interest rate swaps was $ 58,173 as of July 26, 2025.

The fair value of interest rate swaps is included in the following captions on the consolidated balance sheets at July 26, 2025 and July 27, 2024:

2025 July 27,

68 unchanged sentences

Present value of lease liabilities $ 262,801 $ 19,280 $ 282,081

The Company has approximately $ 21,359 of future payment obligations related to lease agreements that have not yet commenced but have been executed as of July 27, 2024.

The Company has no future payment obligations related to lease agreements that have not yet commenced but have been executed as of July 26, 2025.

As of July 26, 2025, the Company's lease terms and discount rates are as follows:

14 unchanged sentences

Related party leases

The Company leases a supermarket from a realty firm 30 % owned by certain officers of Village.

The Company leases a supermarket from a realty firm 30 % owned by certain Village officers and members of the Board of Directors.

The Company paid rent to related parties under this lease of $ 735 in both fiscal 2025 and 2024, and has a related lease obligation of $ 425 at July 26, 2025.

5 unchanged sentences

Village is a general partner entitled to 33 % of the partnership's profits and losses.

The Company subleased the Vineland store from Wakefern under a sublease agreement which provided for annual rent of $ 413 in fiscal 2023.

The sublease contained normal periodic rent increases and options to extend the lease.

The sublease agreement was terminated upon the acquisition of the Vineland store shopping center in fiscal 2023.

NOTE 8 — SHAREHOLDERS’ EQUITY

12 unchanged sentences

In September 2019, the Company's Board of Directors authorized an incremental $ 5,000 share repurchase program, supplementing the existing authorization.

The Company made open market purchases of $ 1,854 under this repurchase program in fiscal 2024 and none in fiscal 2023.

The Company's share repurchase program had $ 1,349 and $ 3,203 remaining at July 27, 2024 and July 29, 2023, respectively.

In fiscal 2024 and 2023, the Company purchased $ 357 and $ 3,739 , respectively, in shares of Class A Common Stock that were surrendered in satisfaction of withholding taxes in connection with the vesting of restricted shares in each of the fiscal years.

The Company made no open market purchases under this repurchase program in fiscal 2025 and $ 1,854 in fiscal 2024.

The Company's share repurchase program had $ 1,349 remaining at both July 26, 2025 and July 27, 2024.

In fiscal 2024, the Company purchased $ 357 in shares of Class A Common Stock that were surrendered in satisfaction of withholding taxes in connection with the vesting of restricted shares.

Village has two share-based compensation plans, which are described below.

17 unchanged sentences

Options exercisable at end of year — $ — 2 $ 25.47

As of July 27, 2024, the weighted-average remaining contractual term of options outstanding and options exercisable was 1.4 years.

As of July 27, 2024, the aggregate intrinsic value was $ 11 for both options outstanding and options exercisable.

The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model.

73 unchanged sentences

The second plan is an unfunded, nonqualified plan providing supplemental pension benefits to certain executives.

Pension liabilities were $ 5,113 and $ 4,893 as of July 27, 2024 and July 29, 2023, respectively, and net periodic pension cost for the plans was immaterial for both fiscal 2024 and 2023.

Pension liabilities were $ 3,284 and $ 5,113 as of July 26, 2025 and July 27, 2024, respectively, and net periodic pension cost for the plans was a gain of $ 774 and expense of $ 10 in fiscal 2025 and 2024, respectively.

Additionally, the Company recognized a settlement gain of $ 859 in fiscal 2025 related to the non-qualified plan as benefits paid exceeded the sum of the service cost and interest cost components of net periodic pension cost.

NOTE 10 — COMMITMENTS and CONTINGENCIES

Approximately 91 % of our employees are covered by collective bargaining agreements.

Contracts with the Company’s seven unions have or will expire between June 2024 and October 2027.

Contracts with the Company’s seven unions have or will expire between March 2025 and June 2028.

28 % of our associates are represented by unions whose contracts have already expired or expire within one year .

Any work stoppages could have an adverse impact on our financial results.

The Company is involved in litigation incidental to the normal course of business.

On May 2, 2025, we filed a Verified Complaint for Declaratory and Injunctive Relief (the “Complaint”) in a matter captioned Village Super Market, Inc., et al.

Wakefern Food Corp., et al .

in the Superior Court of New Jersey, Chancery Division, Middlesex County (the “Chancery Court”).

We sought to enjoin the acquisition by Wakefern Food Corp.

(“Wakefern”) of Morton Williams Supermarkets (the “Acquisition”) on the basis that the acquisition violates Wakefern’s governing documents, which we believe prohibit Wakefern from acquiring and operating a retail chain that competes directly with its members.

We also challenged certain actions and inactions by Wakefern in connection with the Acquisition.

Subsequently, we filed an amended complaint in the Chancery Court on September 19, 2025 (the “Amended Complaint”) to include additional claims concerning Wakefern’s actions against us that occurred in August 2025.

The Acquisition closed on or about October 1, 2025.

We are in the process of evaluating our options for alternative relief with respect to Wakefern and the Acquisition.

Wakefern and the other defendants have filed a motion to dismiss the Amended Complaint, which motion is pending.

Notwithstanding the above, the Amended Complaint is pending resolution on the merits.

In addition, there is currently a dispute that arose in August 2025 between us and Wakefern related to certain trademark and other agreements between the parties, which dispute has delayed and may further delay the approval of new stores that we have planned.

To date, this dispute has not significantly impacted our operations or financial performance or significantly delayed the opening of any new stores.

However, Wakefern has indicated that it could take additional actions against us if the matter in controversy is not resolved.

At this time, we are unable to determine the probability of the outcome of these matters, or the range of reasonably possible loss, if any.

The Company is involved in other litigation incidental to the normal course of business.

Company management is of the opinion that the ultimate resolution of these legal proceedings should not have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company.

NOTE 11 — SEGMENT REPORTING

The Company operates a chain of supermarkets in New Jersey, New York, Maryland and Pennsylvania.

The Company consists of one operating segment, the retail sale of food and nonfood products.

The Company's supermarkets offer similar products to a similar base of customers.

Processes for purchasing and distribution, and the regulatory environments they operate in, are all similar and predominantly centralized.

The Company does not have any customer representing more than 10% of total revenues.

The Company’s Chief Executive Officer and President, together as a group, are the chief operating decision maker ("CODM").

The CODM assesses performance and allocates resources using income before income taxes and net income.

The CODM also uses these measures to evaluate and make decisions on budgets, opening, closing, remodeling or replacing stores, negotiations, marketing decisions, and acquisitions.

The CODM is provided asset information on a consolidated basis as is reported on the consolidated balance sheets.

The following table summarizes sales, significant expenses, income before income taxes and net income on the Company’s single reportable segment:

Net Merchandise Sales $ 2,310,531 $ 2,226,179

Other Sales (1) 10,159 10,387

Total Sales $ 2,320,690 $ 2,236,566

Cost of sales 1,657,724 1,594,591

Store labor 209,816 206,715

Other operating and administrative expense (2) 345,222 337,633

Depreciation and amortization 34,398 33,449

Impairment of assets 1,462 2,125

Interest expense 3,751 4,135

Interest income ( 13,502 ) ( 14,799 )

Income before income taxes 81,819 72,717

Income taxes 25,439 22,255

Net income $ 56,380 $ 50,462

Capital expenditures and payments for other long-lived asset $ 66,898 $ 63,113

(1) See Note 1 for a description of Other sales.

(2) Other operating and administrative expense includes fringe payroll and benefit costs, occupancy expenses, utility costs, other facility costs, advertising, other operating expenses, non-store selling, general, and administrative expenses and income from equity method investments .

The Company had equity method investments of $ 23,124 and $ 21,303 at July 26, 2025 and July 27, 2024, respectively.

Report of Independent Registered Public Accounting Firm

52 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data