VILLAGE SUPER MARKET INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) July 26, 2025 July 27, 2024 ASSETS Current Assets Cash and cash equivalents $ 110,699 $ 117,261 Merchandise inventories 51,424 46,739 Patronage dividend receivable 14,144 16,068 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 Property, equipment and fixtures, net 322,889 303,217 Operating lease assets 252,291 259,764 Notes receivable from Wakefern 111,205 102,862 Investment in Wakefern 32,207 33,093 Investments in Real Estate Partnerships 21,701 19,923 Goodwill 24,190 24,190 Other assets 34,119 38,913 Total assets $ 1,003,711 $ 981,664 LIABILITIES and SHAREHOLDERS’ EQUITY Current Liabilities Operating lease obligations $ 21,585 $ 21,282 Finance lease obligations 1,037 879 Notes payable to Wakefern 541 751 Current portion of debt 9,370 9,481 Accounts payable to Wakefern 83,258 80,902 Accounts payable and accrued expenses 33,177 28,433 Accrued wages and benefits 32,004 32,489 Income taxes payable 297 — Total current liabilities 181,269 174,217 Long-term debt Operating lease obligations 241,216 256,091 Finance lease obligations 18,243 19,525 Notes payable to Wakefern 405 911 Long-term debt 48,621 62,764 Total long-term debt 308,485 339,291 Pension liabilities 3,284 5,113 Other liabilities 18,709 15,484 Commitments and Contingencies (Notes 3, 4, 5, 6, 7, 9 and 10) Shareholders' Equity Preferred stock, no par value: Authorized 10,000 shares, none issued — — Class A common stock, no par value: Authorized 20,000 shares; issued 11,627 shares at July 26, 2025 and 11,559 shares at July 27, 2024 83,616 80,186 Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,125 shares at July 26, 2025 and 4,204 shares at July 27, 2024 670 683 Retained earnings 423,690 380,618 Accumulated other comprehensive income 4,453 6,579 Less treasury stock, Class A, at cost: 997 shares at July 26, 2025 and 999 shares at July 27, 2024 ( 20,465 ) ( 20,507 ) Total shareholders’ equity 491,964 447,559 Total liabilities and shareholders' equity $ 1,003,711 $ 981,664 See notes to consolidated financial statements. 20 VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Years ended July 26, 2025 July 27, 2024 Sales $ 2,320,690 $ 2,236,566 Cost of sales 1,657,724 1,594,591 Gross profit 662,966 641,975 Operating and administrative expense 555,038 544,348 Depreciation and amortization 34,398 33,449 Impairment of assets 1,462 2,125 Operating income 72,068 62,053 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 Net income per share: Class A common stock: Basic $ 4.24 $ 3.78 Diluted 3.81 3.40 Class B common stock: Basic $ 2.75 $ 2.46 Diluted 2.75 2.46 See notes to consolidated financial statements. 21 VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Years ended July 26, 2025 July 27, 2024 Net income $ 56,380 $ 50,462 Other comprehensive income: 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 gain, net of tax (4) ( 595 ) — Total other comprehensive loss ( 2,126 ) ( 1,555 ) Comprehensive income $ 54,254 $ 48,907 (1) Amounts are net of tax of $ 518 and $ 406 for 2025 and 2024, respectively. (2) Amounts are net of tax of $ 120 and $ 59 for 2025 and 2024, respectively. All amounts are reclassified from accumulated other comprehensive income to operating and administrative expense. (3) Amounts are net of tax of $ 40 and $ 31 for 2025 and 2024, respectively. (4) Amount is net of tax of $ 264 for 2025. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense. See notes to consolidated financial statements. 22 VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands) Years ended July 26, 2025 and July 27, 2024 Accumulated Other Comprehensive Income (Loss) Total Shareholders' Equity Class A Common Stock Class B Common Stock Treasury Stock Class A Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount Balance, July 29, 2023 11,563 $ 76,179 4,204 $ 683 $ 343,497 $ 8,134 912 $ ( 18,327 ) $ 410,166 Net income — — — — 50,462 — — — 50,462 Other comprehensive loss, net of tax of $ 434 — — — — — ( 1,555 ) — — ( 1,555 ) Dividends — — — — ( 13,341 ) — — — ( 13,341 ) Exercise of stock options — 14 — — — — ( 2 ) 31 45 Treasury stock purchases — — — — — — 89 ( 2,211 ) ( 2,211 ) Restricted shares forfeited ( 28 ) ( 141 ) — — — — — — ( 141 ) Share-based compensation expense 24 4,134 — — — — — — 4,134 Balance, July 27, 2024 11,559 $ 80,186 4,204 $ 683 $ 380,618 $ 6,579 999 $ ( 20,507 ) $ 447,559 Net income — — — — 56,380 — — — 56,380 Other comprehensive loss, net of tax of $ 942 — — — — — ( 2,126 ) — — ( 2,126 ) Dividends — — — — ( 13,308 ) — — — ( 13,308 ) Exercise of stock options 2 11 — — — — ( 2 ) 42 53 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 11,627 $ 83,616 4,125 $ 670 $ 423,690 $ 4,453 997 $ ( 20,465 ) $ 491,964 See notes to consolidated financial statements. 23 VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Years ended July 26, 2025 July 27, 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 56,380 $ 50,462 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 36,654 35,461 Non-cash share-based compensation 3,406 3,993 Non-cash pension settlement gain ( 859 ) — Deferred taxes 3,510 ( 170 ) Provision to value inventories at LIFO 593 551 Impairment of assets 1,462 2,125 Gain on sale of assets ( 2 ) ( 233 ) Changes in assets and liabilities: Merchandise inventories ( 5,278 ) ( 2,775 ) Patronage dividend receivable 1,924 ( 3,602 ) Accounts payable to Wakefern 1,834 1,690 Accounts payable and accrued expenses 1,888 ( 1,209 ) Accrued wages and benefits ( 485 ) 2,636 Income taxes receivable / payable ( 2,771 ) ( 11,760 ) Other assets and liabilities ( 5,034 ) 3,680 Net cash provided by operating activities 93,222 80,849 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures ( 58,765 ) ( 63,113 ) Proceeds from the sale of assets 2 233 Investment in notes receivable from Wakefern ( 8,343 ) ( 41,991 ) Investment in real estate partnerships ( 339 ) ( 6,480 ) 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 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from exercise of stock options 53 45 Excess tax benefit related to share-based compensation 55 25 Principal payments of long-term debt ( 11,006 ) ( 11,003 ) Dividends ( 13,308 ) ( 13,341 ) Treasury stock purchases, including shares surrendered for withholding taxes — ( 2,211 ) Net cash used in financing activities ( 24,206 ) ( 26,485 ) NET DECREASE IN CASH AND CASH EQUIVALENTS ( 6,562 ) ( 23,649 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 117,261 140,910 CASH AND CASH EQUIVALENTS, END OF YEAR $ 110,699 $ 117,261 SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR: Interest $ 3,751 $ 4,135 Income taxes 24,695 34,160 NONCASH SUPPLEMENTAL DISCLOSURES: Investment in Wakefern and increase in notes payable to Wakefern $ — $ 31 Capital expenditures included in accounts payable and accrued expenses $ 9,350 $ 5,972 See notes to consolidated financial statements. 24 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (All amounts are in thousands, except per share data). NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of operations Village Super Market, Inc. (the “Company” or “Village”) operates a chain of 34 supermarkets under the ShopRite and Fairway names in New Jersey, Maryland, New York and eastern Pennsylvania and three specialty markets under the Gourmet Garage name in New York City. The Company is a member of Wakefern Food Corporation ("Wakefern"), the nation's largest retailer-owned food cooperative and owner of the ShopRite, Fairway and Gourmet Garage names. This relationship provides Village many of the economies of scale in purchasing, distribution, store and own branded products, advanced retail technology, marketing and advertising associated with chains of greater size and geographic coverage. Principles of consolidation The consolidated financial statements include the accounts of Village Super Market, Inc. and its subsidiaries, which are wholly owned. 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. Fiscal year The Company and its subsidiaries utilize a 52-53 week fiscal year ending on the last Saturday in the month of July. Fiscal 2025 and 2024 contain 52 weeks. Use of estimates In conformity with U.S. generally accepted accounting principles, management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates are patronage dividends, accounting for contingencies, accounting for derivative instruments and hedging activities, and the impairment of long-lived assets, goodwill and indefinite-lived intangible assets. Actual results could differ from those estimates. Revenue recognition Revenue is recognized at the point of sale to the customer, including Pharmacy sales. Digital channel sales are recognized either upon pickup in-store or upon delivery to the customer, including any related service revenues. Sales tax is excluded from revenue. Discounts provided to customers through store coupons and loyalty programs are recognized as a reduction of sales as products are sold. Discounts provided to customers by vendors are not recognized as a reduction in sales. Rather, the Company records a receivable from the vendor for the difference in sales price and payment received from the customer. The Company does not recognize revenue when it sells gift cards redeemable at Wakefern member stores. Payment collected from customers for sale of these gift cards is passed on to Wakefern as they can be redeemed at other locations, including those operated by Wakefern or other Wakefern members. Revenue is recognized and a receivable from Wakefern is recorded when a customer redeems these gift cards to purchase products or services at the Company's stores. 25 Disaggregated Revenues The following table presents the Company's sales by product categories during each of the periods indicated: Years Ended July 26, 2025 July 27, 2024 Amount % Amount % Center Store (1) $ 1,384,040 59.7 % $ 1,337,701 59.8 % Fresh (2) 833,038 35.9 % 806,202 36.0 % Pharmacy 93,453 4.0 % 82,276 3.7 % Other (3) 10,159 0.4 % 10,387 0.5 % Total Sales $ 2,320,690 100.0 % $ 2,236,566 100.0 % (1) Consists primarily of grocery, dairy, frozen, health and beauty care, general merchandise and liquor. (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, 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 Cost of sales consists of costs of inventory, inbound freight charges, and production costs at the Company's centralized commissary, including materials, labor and overhead. Depreciation expense of $ 2,256 and $ 2,012 related to the centralized commissary is included in cost of sales in fiscal 2025 and 2024, respectively. The Company receives vendor allowances and rebates, including the patronage dividend and amounts received as a pass through from Wakefern, related to the Company’s buying and merchandising activities. Vendor allowances and rebates are recognized as a reduction in cost of sales when the related merchandise is sold or when the required contractual terms are completed. Shipping and handling costs associated with the Company’s digital sales are included in operating and administrative expense. Operating and administrative expense 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 The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Included in cash and cash equivalents are proceeds due from credit and debit card transactions, which typically settle within five business days, of $ 12,493 and $ 11,938 at July 26, 2025 and July 27, 2024, respectively. Included in cash and cash equivalents at July 26, 2025 and July 27, 2024 are $ 92,003 and $ 97,126 , respectively, of demand deposits invested at Wakefern at overnight money market rates. Merchandise inventories At July 26, 2025 and July 27, 2024, approximately 64 % of merchandise inventories are stated at the lower of LIFO (last-in, first-out) cost or market. If the FIFO (first-in, first-out) method had been used, inventories would have been $ 22,382 and $ 21,789 higher than reported in fiscal 2025 and 2024, respectively. All other inventories are stated at the lower of FIFO cost or market. 26 Property, equipment and fixtures Property, equipment and fixtures are recorded at cost. Interest cost incurred to finance construction is capitalized as part of the cost of the asset. Maintenance and repairs are expensed as incurred. Depreciation is provided on a straight-line basis over estimated useful lives of thirty years for buildings, five to seven years for store fixtures and equipment, and three to seven years for computer equipment and software, shopping carts and vehicles. Leasehold improvements are amortized over the shorter of the related lease terms or the estimated useful lives of the related assets. When assets are sold or retired, their cost and accumulated depreciation are removed from the accounts, and any gain or loss is reflected in the consolidated financial statements. Investments The Company’s investments in its principal supplier, Wakefern, and a Wakefern affiliate, Insure-Rite, Ltd., are stated at cost (see Note 3). Village evaluates its investments in Wakefern and Insure-Rite, Ltd. for impairment through consideration of previous, current and projected levels of profit of those entities. The Company’s 20%-50% investments in certain real estate partnerships are accounted for under the equity method. One of these partnerships is a variable interest entity which does not require consolidation as Village is not the primary beneficiary (see Note 7). Store opening and closing costs All store opening costs are expensed as incurred. The Company records a liability for the future minimum lease payments and related costs for closed stores from the date of closure to the end of the remaining lease term, net of estimated cost recoveries that may be achieved through subletting, discounted using a risk-adjusted interest rate. Leases The Company determines if an arrangement is a lease at inception, and recognizes a finance and operating lease liability and asset for all leases with terms of more than 12 months at the lease commencement date. Finance and operating lease liabilities represent the present value of minimum lease payments not yet paid. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate as the discount rate implicit within its leases is generally not determinable. The Company's incremental borrowing rate reflects the rate it would pay to borrow on a secured basis, and incorporates the term and economic environment of the lease. Each renewal option is evaluated when recognizing the lease right-of-use assets and liabilities, and the Company utilizes the lease term for which it is reasonably certain to use the underlying asset. The Company is obligated under all leases to pay for real estate taxes, utilities and liability insurance, and under certain leases to pay additional amounts based on maintenance and a percentage of sales in excess of stipulated amounts. The Company accounts for rent holidays, escalating rent provisions, and construction allowances related to operating leases in rent expense on a straight-line basis over the term of the lease. Finance lease payments are charged to interest expense and depreciation and amortization expense over the lease term. Additional information on leases is provided in Note 7. Advertising Advertising costs are expensed as incurred. Advertising expense was $ 11,582 and $ 12,174 in fiscal 2025 and 2024, respectively. Income taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. 27 The Company recognizes a tax benefit for uncertain tax positions if it is “more likely than not” that the position is sustainable, based on its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with a taxing authority having full knowledge of all relevant information. Derivative Instruments and Hedging Activities The Company records all derivatives on the balance sheet at fair value. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. The Company records changes in the fair value of its interest rate swap contracts to Accumulated other comprehensive income, net of taxes, as the Company has elected to designate its swaps as cash flow hedges and apply hedge accounting when the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Additional information on derivative and hedging activities is provided in Note 5. Fair value Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. The fair value guidance establishes a three-level hierarchy to prioritize the inputs used in measuring fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability. Cash and cash equivalents, patronage dividend receivable, income taxes receivable/payable, accounts payable and accrued expenses are reflected in the consolidated financial statements at carrying value, which approximates fair value because of the short-term maturity of these instruments. The carrying values of the Company’s notes receivable from Wakefern approximate their fair value as interest is earned at variable market rates. As the Company’s investment in Wakefern can only be sold to Wakefern at amounts that approximate the Company’s cost, it is not practicable to estimate the fair value of such investment. Long-lived assets The Company reviews the carrying values of its long-lived assets, such as property, equipment and fixtures and operating lease assets on an individual store basis for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Factors considered by the Company that could result in an impairment triggering event include a current period operating or cash flow loss, underperformance of a store relative to historical or expected operating results, and significant negative industry or economic trends. If an impairment triggering event is identified, the Company analyzes the undiscounted estimated future net cash flows from asset groups at the store level to determine if the carrying value of such assets are recoverable from their respective cash flows. If impairment is indicated, it is measured by comparing the fair value of the long-lived asset groups to their carrying value. 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 Goodwill and indefinite-lived intangible assets are tested at the end of each fiscal year, or more frequently if circumstances dictate, for impairment. The Company's indefinite-lived intangible assets balance of $ 13,299 as of July 26, 2025 and July 27, 2024 are related to the Fairway and Gourmet Garage trade names. An impairment loss is recognized to the extent that the carrying amount of goodwill and indefinite-lived intangible assets exceeds its implied fair value. Village considers earnings multiples and other valuation techniques to measure fair value of goodwill at the reporting unit level, in addition to the value of the Company’s stock. The fair value of trade names are estimated based on the discounted cash flow model using the relief from royalty method. 28 Net income per share The Company has two classes of common stock. Class A common stock is entitled to cash dividends as declared 54 % greater than those paid on Class B common stock. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time. The Company utilizes the two-class method of computing and presenting net income per share. The two-class method is an earnings allocation formula that calculates basic and diluted net income per share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. Under the two-class method, Class A common stock is assumed to receive a 54 % greater participation in undistributed earnings than Class B common stock, in accordance with the classes' respective dividend rights. Unvested share-based payment awards that contain nonforfeitable rights to dividends are treated as participating securities and therefore included in computing net income per share using the two-class method. Diluted net income per share for Class A common stock is calculated utilizing the if-converted method, which assumes the conversion of all shares of Class B common stock to Class A common stock on a share-for-share basis, as this method is more dilutive than the two-class method. Diluted net income per share for Class B common stock does not assume conversion of Class B common stock to shares of Class A common stock. The table below reconciles Net income to Net income available to Class A and Class B shareholders: Years ended July 26, 2025 July 27, 2024 Net income $ 56,380 $ 50,462 Distributed and allocated undistributed Net income to unvested restricted shareholders 1,870 1,866 Net income available to Class A and Class B shareholders $ 54,510 $ 48,596 The tables below reconcile the numerators and denominators of basic and diluted net income per share for all periods presented. Years ended July 26, 2025 July 27, 2024 Class A Class B Class A Class B Numerator: Net income allocated, basic $ 43,108 $ 11,402 $ 38,260 $ 10,336 Conversion of Class B to Class A shares 11,402 — 10,336 — Net income allocated, diluted $ 54,510 $ 11,402 $ 48,596 $ 10,336 Denominator: Weighted average shares outstanding, basic 10,170 4,144 10,109 4,204 Conversion of Class B to Class A shares 4,144 — 4,204 — Weighted average shares outstanding, diluted 14,314 4,144 14,313 4,204 29 Net income per share is as follows: Years ended July 26, 2025 July 27, 2024 Class A Class B Class A Class B Basic $ 4.24 $ 2.75 $ 3.78 $ 2.46 Diluted $ 3.81 $ 2.75 $ 3.40 $ 2.46 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 All share-based payments to employees are recognized in the financial statements as compensation costs based on the fair market value on the date of the grant. Benefit plans The Company recognizes the funded status of its Company sponsored retirement plans on the consolidated balance sheet. Actuarial gains or losses, curtailments, prior service costs or credits, and transition obligations not previously recognized are recorded as a component of Accumulated other comprehensive income. The Company uses July 31 as the measurement date for these plans. The Company also contributes to several multi-employer pension plans under the terms of collective bargaining agreements that cover certain union-represented employees. 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. 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. 30 NOTE 2 — PROPERTY, EQUIPMENT and FIXTURES Property, equipment and fixtures are comprised as follows: July 26, 2025 July 27, 2024 Land and buildings $ 157,653 $ 154,932 Store fixtures and equipment 380,890 375,256 Leasehold improvements 243,696 218,570 Leased property under finance leases 25,211 25,211 Construction in progress 17,625 12,422 Vehicles 1,422 1,448 Total property, equipment and fixtures 826,497 787,839 Accumulated depreciation ( 487,414 ) ( 469,375 ) Accumulated amortization of property under finance leases ( 16,194 ) ( 15,247 ) Property, equipment and fixtures, net $ 322,889 $ 303,217 Amortization of leased property under finance leases is included in depreciation and amortization expense. NOTE 3 — RELATED PARTY INFORMATION - WAKEFERN The Company’s ownership interest in its principal supplier, Wakefern, which is operated on a cooperative basis for its stockholder members, is 12.9 % of the outstanding shares of Wakefern at July 26, 2025. The investment is stated at cost and is pledged as collateral for any obligations to Wakefern. In addition, all obligations to Wakefern are personally guaranteed by certain shareholders of Village. The Company is obligated to purchase 85 % of its primary merchandise requirements from Wakefern until ten years from the date that stockholders representing 75 % of Wakefern sales notify Wakefern that those stockholders request that the Wakefern Stockholder Agreement be terminated. If this purchase obligation is not met, Village is required to pay Wakefern’s profit contribution shortfall attributable to this failure. Similar payments are due if Wakefern loses volume by reason of the sale of Company stores or a merger with another entity. Village fulfilled the above obligation in fiscal 2025 and 2024. The Company also has an investment of approximately 9.0 % in Insure-Rite, Ltd., a Wakefern affiliated company, which provides Village with liability and property insurance coverage. Wakefern has increased from time to time the required investment in its common stock for each supermarket owned by a member, with the exact amount per store computed based on the amount of each store’s purchases from Wakefern. At July 26, 2025, the Company’s indebtedness to Wakefern for the outstanding amount of these stock subscriptions was $ 946 . Installment payments are due as follows: 2026 - $ 541 ; 2027 - $ 380 ; and 2028 - $ 25 . The maximum per store investment remained $ 975 in fiscal 2025. Village receives additional shares of common stock to the extent paid for at the end of each fiscal year (which ends on or about September 30) of Wakefern calculated at the then book value per share. The payments, together with any stock issued thereunder, at the option of Wakefern, may be null and void and all payments on this subscription shall become the property of Wakefern in the event the Company does not complete the payment of this subscription in a timely manner. Village purchases substantially all of its merchandise from Wakefern. As a stockholder of Wakefern, Village earns a share of Wakefern’s earnings, which are distributed as a “patronage dividend.” This dividend is based on a distribution of substantially all of Wakefern’s operating profits for its fiscal year in proportion to the dollar volume of purchases by each member from Wakefern during that fiscal year. Patronage dividends are recorded as a reduction of cost of sales as merchandise is sold. Village accrues estimated patronage dividends due from Wakefern quarterly based on an estimate of the annual Wakefern patronage dividend and an estimate of Village’s share of this annual dividend based on Village’s estimated proportional share of the dollar volume of business transacted with Wakefern that year. Patronage dividends and other vendor allowances and rebates amounted to $ 49,467 and $ 46,302 in fiscal 2025 and 2024, respectively. 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 $ 41,539 and $ 42,459 from Wakefern in fiscal 2025 31 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 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 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. Wakefern has the right to prepay these notes at any time. 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. 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. Interest income earned on investments with Wakefern was $ 13,464 and $ 14,717 in fiscal 2025 and 2024, respectively. NOTE 4 — DEBT Long-term debt consists of: July 26, 2025 July 27, 2024 Secured term loan $ 45,378 $ 49,646 Unsecured term loan 12,613 17,662 New Market Tax Credit Financing — 4,937 Total debt, excluding obligations under leases 57,991 72,245 Less current portion 9,370 9,481 Total long-term debt, excluding obligations under leases $ 48,621 $ 62,764 Credit Facility The Company has a credit facility (the “Credit Facility”) with Wells Fargo National Bank, National Association (“Wells Fargo”). The principal purpose of the Credit Facility is to finance general corporate and working capital requirements, Village’s fiscal 2020 acquisition of certain Fairway assets and certain capital expenditures. Among other things, the Credit Facility provides for: • 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 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 %. An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at .26 % per annum through May 4, 2027, resulting in a fixed effective interest rate of 1.72 % on the term loan. • A secured $ 50,000 term loan issued on September 1, 2020 repayable in equal monthly installments based on a fifteen -year amortization schedule through September 1, 2035 and bearing interest at the applicable SOFR plus 1.61 %. An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at .57 % per annum through September 1, 2035, resulting in a fixed effective interest rate of 2.18 % on the term loan. The term loan is secured by real properties of Village Super Market, Inc. and its subsidiaries, including the sites of three Village stores. 32 • A secured $ 7,350 term loan issued on January 28, 2022 repayable in equal monthly installments based on a fifteen -year amortization schedule through January 28, 2037 and bearing interest at the applicable SOFR plus 1.50 %. An interest rate swap for a notional amount equal to the term loan fixes the base SOFR at 1.41 % per annum through January 28, 2037, resulting in a fixed effective interest rate of 2.91 % on the term loan. The term loan is secured by the Galloway store shopping center. • An unsecured $ 10,000 term loan issued on September 1, 2022 repayable in equal monthly installments based on a seven -year amortization schedule through September 4, 2029 and bearing interest at the applicable SOFR plus 1.35 %. An interest rate swap for a notional amount equal to the term loan fixes the base SOFR at 2.95 % per annum through September 4, 2029, resulting in a fixed effective interest rate of 4.30 % on the term loan. This loan qualified for an interest rate subsidy program with Wakefern on financing related to certain capital expenditure projects. Net of the subsidy, the Company will pay interest at a fixed effective rate of 2.30 %. • A secured $ 7,125 term loan issued on January 27, 2023 repayable in equal monthly installments based on a fifteen -year amortization schedule through January 27, 2038 and bearing interest at the applicable SOFR plus 1.75 %. An interest rate swap for a notional amount equal to the term loan fixes the base SOFR at 3.59 % per annum through January 27, 2038, resulting in a fixed effective interest rate of 5.34 % on the term loan. The term loan is secured by the Vineland store shopping center. The Credit Facility also provides for up to $ 25,000 of letters of credit ($ 7,438 outstanding at July 26, 2025), which secure obligations for store leases and construction performance guarantees to municipalities. The Credit Facility contains covenants that, among other conditions, require a minimum tangible net worth, a minimum fixed charge coverage ratio and a maximum adjusted debt to EBITDAR ratio. The Company was in compliance with all covenants of the credit agreement at July 26, 2025. As of July 26, 2025, $ 67,562 remained available under the unsecured revolving line of credit. The carrying values of the Company’s long-term debt related to the Company's Credit Facility approximate their fair value as interest is charged at variable market rates. The estimated fair values of the Company's long-term debt are based on Level 2 inputs. New Markets Tax Credit On December 29, 2017, the Company entered into a financing transaction with Wells Fargo Community Investment Holdings, LLC (“Wells Fargo”) under a qualified New Markets Tax Credit (“NMTC”) program related to the construction of a new store in the Bronx, New York. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the “Act”) and is intended to induce capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their Federal income taxes for up to 39% of qualified investments in the equity of community development entities (“CDEs”). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments. 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. 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. The Investment Fund is a wholly owned subsidiary of Wells Fargo. The loan to the Investment Fund is recorded in other assets in the consolidated balance sheets. 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. 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, 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 33 $ 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 The Company is exposed to interest rate risk arising from fluctuations in SOFR related to the Company’s Credit Facility. The Company manages exposure to this risk and the variability of related cash flows primarily by the use of derivative financial instruments, specifically, interest rate swaps. The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. As of July 26, 2025, the Company had five interest rate swaps with an aggregate initial notional value of $ 99,975 to hedge the variable cash flows associated with variable-rate loans under the Company's Credit Facility. The interest rate swaps were executed for risk management and are not held for trading purposes. The objective of the interest rate swaps is to hedge the variability of cash flows resulting from fluctuations in the reference rate. 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 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. Amounts reported in Accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the variable-rate loans. 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 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: July 26, 2025 July 27, 2024 Other assets $ 5,671 $ 7,356 The fair values of the Company’s interest rate swaps are based on Level 2 inputs, including the present value of estimated future cash flows based on market expectations of the yield curve on variable interest rates. NOTE 6 — INCOME TAXES The components of the provision for income taxes are: Years ended July 26, 2025 July 27, 2024 Federal: Current $ 11,372 $ 12,348 Deferred 3,803 1,148 State: Current 10,557 10,077 Deferred ( 293 ) ( 1,318 ) $ 25,439 $ 22,255 34 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: July 26, 2025 July 27, 2024 Deferred tax assets: Lease liabilities $ 86,132 $ 91,188 Compensation related costs 6,282 5,513 Pension costs 1,127 1,691 Other 849 814 Total deferred tax assets 94,390 99,206 Deferred tax liabilities: Tax over book depreciation 25,770 21,947 Lease assets 76,329 81,404 Patronage dividend receivable 4,022 4,615 Investment in partnerships 1,437 775 Other 1,731 2,794 Total deferred tax liabilities 109,289 111,535 Net deferred tax liability $ ( 14,899 ) $ ( 12,329 ) Deferred income tax assets (liabilities) are included in the following captions on the consolidated balance sheets at July 26, 2025 and July 27, 2024: July 26, 2025 July 27, 2024 Other assets 3,252 2,584 Other liabilities ( 18,151 ) ( 14,913 ) A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. In management’s opinion, in view of the Company’s previous, current and projected taxable income and reversal of deferred tax liabilities, such tax assets will more likely than not be fully realized. Accordingly, no valuation allowance was deemed to be required at July 26, 2025 and July 27, 2024. The effective income tax rate differs from the statutory federal income tax rate as follows: Years ended July 26, 2025 July 27, 2024 Statutory federal income tax rate 21.0 % 21.0 % State income taxes, net of federal tax benefit 9.9 % 10.2 % Other 0.2 % ( 0.6 ) % Effective income tax rate 31.1 % 30.6 % The Company is not currently under audit by any tax authorities, but is open to examination with varying statutes of limitations, generally ranging from three to four years . 35 NOTE 7 — LEASES Description of leasing arrangements The Company leases 28 retail stores, as well as a commissary, the corporate headquarters and equipment at July 26, 2025. The majority of initial lease terms range from 20 to 30 years. Most of the Company’s leases contain renewal options at increased rents of five years each at the Company’s sole discretion. These options enable Village to retain the use of facilities in desirable operating areas. The composition of total lease cost is as follows: Years ended Consolidated Statement of Operations Classification July 26, 2025 July 27, 2024 Operating lease cost Operating and administrative expense $ 36,075 $ 36,989 Finance lease cost Amortization of leased assets Depreciation and amortization 947 947 Interest on lease liabilities Interest expense 1,719 1,802 Variable lease cost Operating and administrative expense 21,423 22,044 Total lease cost $ 60,164 $ 61,782 As of July 26, 2025 and July 27, 2024, finance lease right-of-use assets of $ 9,017 and $ 9,964 , respectively, are included in property, equipment and fixtures, net in the Company's consolidated balance sheet. Maturities of operating and finance lease liabilities, including options to extend lease terms that are reasonably certain of being exercised. The Company's lease liabilities mature as follows as of July 26, 2025: Operating leases Finance leases Total 2026 $ 32,966 $ 2,657 $ 35,623 2027 35,540 2,893 38,433 2028 34,143 2,893 37,036 2029 33,008 2,893 35,901 2030 31,324 3,046 34,370 Thereafter 179,631 14,461 194,092 Total lease payments 346,612 28,843 375,455 Less amount representing interest 83,811 9,563 93,374 Present value of lease liabilities $ 262,801 $ 19,280 $ 282,081 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: July 26, 2025 July 27, 2024 Weighted-average remaining lease term (years) Operating leases 12.1 12.0 Finance leases 10.6 11.5 Weighted-average discount rate Operating leases 4.5 % 4.3 % Finance leases 8.6 % 8.5 % 36 Supplemental cash flow information related to leases is as follows: Years ended July 26, 2025 July 27, 2024 Cash paid for amounts in the measurement of lease liabilities Operating cash flows from operating leases $ 35,303 $ 35,618 Operating cash flows from finance leases 1,719 1,802 Financing cash flows from finance leases 1,138 887 Lease obligations obtained in exchange for right-of-use assets (non-cash) 13,918 12,727 Related party leases 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. This lease expires in fiscal 2026 with options to extend at increasing annual rent. The Company has ownership interests in four real estate partnerships. Village paid aggregate rents to three of these partnerships for leased stores of $ 2,159 and $ 1,827 in fiscal 2025 and 2024, respectively, and has related aggregate lease obligations of $ 15,050 at July 26, 2025. One of these partnerships is a variable interest entity, which is not consolidated as Village is not the primary beneficiary. This partnership owns one property, a stand-alone supermarket leased to the Company since 1974. Village is a general partner entitled to 33 % of the partnership's profits and losses. NOTE 8 — SHAREHOLDERS’ EQUITY The Company has two classes of common stock. Class A common stock is entitled to one vote per share and to cash dividends as declared 54 % greater than those paid on Class B common stock. Class B common stock is entitled to 10 votes per share. Class A and Class B common stock share equally on a per share basis in any distributions in liquidation. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time. Class B common stock is not transferable except to another holder of Class B common stock or by will or under the laws of intestacy or pursuant to a resolution of the Board of Directors of the Company approving the transfer. As a result of this voting structure, the holders of the Class B common stock control greater than 50 % of the total voting power of the shareholders of the Company and control the election of the Board of Directors. The Company has authorized 10,000 shares of preferred stock. No shares have been issued. The Board of Directors is authorized to designate series, preferences, powers and participation of any preferred stock issued. The Company maintains share repurchase programs that comply with Rule 10b5-1 under the Securities Exchange Act of 1934. Repurchases of Village Class A common stock may be made from time to time through a variety of methods, including open market purchases and other negotiated transactions. In September 2019, the Company's Board of Directors authorized an incremental $ 5,000 share repurchase program, supplementing the existing authorization. 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. The compensation cost charged against income for these plans was $ 3,406 and $ 3,993 in fiscal 2025 and 2024, respectively. Total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was $ 859 and $ 868 in fiscal 2025 and 2024, respectively. On December 16, 2016, the shareholders of the Company approved the Village Super Market, Inc. 2016 Stock Plan (the “2016 Plan”) under which awards of incentive and non-qualified stock options and restricted stock may be made. There are 1,200 shares of Class A common stock authorized for issuance to employees and directors under the 2016 Plan. Terms and conditions of awards are determined by the Board of Directors. Restricted stock awards primarily cliff vest three years from the date of grant. There are 697 shares remaining for future grants under the 2016 Plan. 37 The following table summarizes option activity under all plans for the following years: Years ended July 26, 2025 July 27, 2024 Shares Weighted-average exercise price Shares Weighted-average exercise price Outstanding at beginning of year 2 $ 25.47 88 $ 28.72 Exercised ( 2 ) 25.47 ( 2 ) 27.71 Forfeited — — ( 84 ) 28.82 Outstanding at end of year — $ — 2 $ 25.47 Options exercisable at end of year — $ — 2 $ 25.47 The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model. The Company uses historical data for similar groups of employees in order to estimate the expected life of options granted. Expected volatility is based on the historical volatility of the Company’s stock for a period of years corresponding to the expected life of the option. The risk-free interest rate is based on the U.S. Treasury yield curve at the time of grant for securities with a maturity period similar to the expected life of the option. The following table summarizes restricted stock activity under all plans for the following years: Years ended July 26, 2025 July 27, 2024 Shares Weighted-average grant date fair value Shares Weighted-average grant date fair value Nonvested at beginning of year 456 $ 22.98 503 $ 22.90 Granted 8 33.04 24 24.42 Vested ( 16 ) 22.90 ( 43 ) 22.90 Forfeited ( 21 ) 22.93 ( 28 ) 22.90 Nonvested at end of year 427 $ 23.17 456 $ 22.98 The total fair value of restricted shares vested during fiscal 2025 and 2024 was $ 530 and $ 1,141 , respectively. As of July 26, 2025, there was $ 2,432 of total unrecognized compensation costs related to nonvested restricted stock granted under the above plans. That cost is expected to be recognized over a weighted-average period of 0.7 years. 38 The Company declared and paid cash dividends on common stock as follows: Years ended July 26, 2025 July 27, 2024 Per share: Class A common stock $ 1.00 $ 1.00 Class B common stock 0.65 0.65 Aggregate: Class A common stock $ 10,614 $ 10,609 Class B common stock 2,694 2,732 $ 13,308 $ 13,341 NOTE 9 — BENEFIT PLANS Multi-Employer Pension Plans The Company contributes to three multi-employer pension plans under collective bargaining agreements covering union-represented employees. These plans provide benefits to participants that are generally based on a fixed amount for each year of service. Based on the most recent information available, certain of these multi-employer plans are underfunded. The amount of any increase or decrease in Village’s required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations and the actual return on assets held in the plans, among other factors. The risks of participating in multi-employer pension plans are different from the risks of participating in single-employer pension plans in the following respects: • Assets contributed to a multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to the plan, the unfunded obligations of the plan allocable to such withdrawing employer may be borne by the remaining participating employers. • If the Company stops participating in some of its multi-employer pension plans, the Company may be required to pay those plans an amount based on its allocable share of the underfunded status of the plan, referred to as a withdrawal liability. The Company’s participation in these plans is outlined in the following tables. The “EIN / Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the three-digit pension plan number. The most recent “Pension Protection Act Zone Status” available in 2024 and 2023 is for the plan’s year-end at December 31, 2024 and December 31, 2023, respectively, unless otherwise noted. Among other factors, generally, plans in the red zone are less than 65 percent funded, plans in the yellow zone are between 65 and 80 percent funded and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending / Implemented” column indicates plans for which a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. 39 Pension Protection Act Zone Status FIP/RP Status Pending / Implemented Contributions for the year ended (5) Expiration date of Collective- Bargaining Agreement Pension Fund EIN / Pension Plan Number 2024 2023 July 26, 2025 July 27, 2024 Surcharge Imposed (6) Pension Plan of Local 464A (1) 22-6051600- 001 Green Green N/A $ 904 $ 903 N/A August 2025 UFCW Local 1262 & Employers Pension Fund (2), (4) 22-6074414- 001 Red Red Implemented 2,691 2,656 No October 2027 UFCW Regional Pension Plan (3), (4) 16-6062287- 074 Red Red Implemented $ 1,391 $ 1,330 No June 2028 Total Contributions $ 4,986 $ 4,889 (1) The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at December 31, 2024 and December 31, 2023. (2) The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at December 31, 2023 and December 31, 2022. (3) The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at September 30, 2024 and September 30, 2023. (4) This plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010. There were no changes to the plan’s zone status as a result of this election. (5) The Company’s contributions represent more than 5 % of the total contributions received by each applicable pension fund for all periods presented. (6) Under the Pension Protection Act, a surcharge may be imposed when employers make contributions under a collective bargaining agreement that is not in compliance with a rehabilitation plan. As of July 26, 2025, the collective bargaining agreements under which the Company was making contributions were in compliance with rehabilitation plans adopted by each applicable pension fund. Other Multi-Employer Benefit Plans The Company also contributes to various other multi-employer benefit plans that provide health and welfare benefits to active and retired participants. Total contributions made by the Company to these other multi-employer benefit plans were $ 37,978 and $ 37,216 in fiscal 2025 and 2024, respectively. Defined Contribution Plans The Company sponsors a 401(k) savings plan for certain eligible associates. Company contributions under that plan, which are based on specified percentages of associate contributions, were $ 2,266 and $ 2,028 in fiscal 2025 and 2024, respectively. The Company also contributes to union sponsored defined contribution plans for certain eligible associates. Company contributions under these plans were $ 3,770 and $ 3,339 in fiscal 2025 and 2024, respectively. Defined Benefit Plans In fiscal 2025, the Company sponsored two defined benefit pension plans. One of the plans is a tax-qualified plan covering members of a union, which is frozen and participants no longer earn service credit. Benefits under the union plan are based on a fixed amount for each year of service, and benefits under the nonunion plan are based upon percentages of annual compensation. Funding for these plans is based on an analysis of the specific requirements and an evaluation of the assets and liabilities of each plan. The second plan is an unfunded, nonqualified plan providing supplemental pension benefits to certain executives. 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. 40 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 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. 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. v. 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. 41 The following table summarizes sales, significant expenses, income before income taxes and net income on the Company’s single reportable segment: 2025 2024 Sales: Net Merchandise Sales $ 2,310,531 $ 2,226,179 Other Sales (1) 10,159 10,387 Total Sales $ 2,320,690 $ 2,236,566 Less: 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. 42 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Village Super Market, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Village Super Market, Inc. and subsidiaries (the Company) as of July 26, 2025 and July 27, 2024, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of July 26, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 26, 2025 and July 27, 2024, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 26, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 43 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Assessment of indicators of impairment of long-lived assets As discussed in Note 1 to the consolidated financial statements, the Company reviews its long-lived assets, such as property, equipment and fixtures and operating lease assets, for events or changes in circumstances that might indicate the carrying amount of an asset group may not be recoverable. The Company’s judgment regarding the identification of impairment indicators is based, in part, on operational performance at the store level. Factors considered by the Company that could result in an impairment triggering event include a current period operating or cash flow loss, underperformance of a store relative to historical or expected operating results, and significant negative industry or economic trends. At July 26, 2025, the Company had property, equipment and fixtures, net and operating lease assets of $322,889 thousand and $252,291 thousand, respectively. We identified the assessment of impairment triggering events related to long-lived assets as a critical audit matter. A high degree of auditor judgment was required to evaluate the Company’s assessment of whether any of the following were indicators of impairment: (1) stores with current period operating or cash flow losses, (2) underperforming stores based on current period operating or cash flow results relative to their respective historical and expected results, and (3) negative industry or economic trends. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s long-lived asset impairment process. This included a control related to the Company’s assessment of impairment triggering events. We assessed the Company’s identification and evaluation of potential impairment triggering events by: • inspecting operating results and cash flows by store to identify stores with current period losses • comparing actual operating and cash flow results to historical results, expected results, industry and economic trends, and to the net book value of store assets for a selection of stores • reading board of directors meeting minutes and available industry information /s/ KPMG LLP We have served as the Company’s auditor since 1987. Short Hills, New Jersey October 9, 2025 44 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.