What changed in this filing

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Item 1. Financial Statements

2025-12-04 compared with 2025-06-04 · 96 added, 96 removed, 269 unchanged (42% of the section changed)

11 unchanged sentences

Other current assets 19,122 19,223

Assets held for sale — 4,354

Total current assets 212,909 205,109

7 unchanged sentences

Total assets $ 1,004,280 $ 1,003,711

LIABILITIES and SHAREHOLDERS' EQUITY

Current liabilities

22 unchanged sentences

Authorized 20,000 shares;

issued 11,628 shares at April 26, 2025 and 11,559 shares at July 27, 2024

issued 11,626 shares at October 25, 2025 and 11,627 shares at July 26, 2025

84,529 83,616

1 unchanged sentence

Authorized 20,000 shares;

issued and outstanding 4,125 shares at April 26, 2025 and 4,204 shares at July 27, 2024

issued and outstanding 4,125 shares at October 25, 2025 and July 26, 2025

Retained earnings 432,366 423,690

1 unchanged sentence

Less treasury stock, Class A, at cost:

997 shares at April 26, 2025 and 999 shares at July 27, 2024

997 shares at October 25, 2025 and July 26, 2025

( 20,465 ) ( 20,465 )

6 unchanged sentences

(In thousands, except per share amounts) (Unaudited)

13 Weeks Ended 39 Weeks Ended

2025 April 27,

2024 April 26,

2025 April 27,

13 Weeks Ended

2025 October 26,

Sales $ 582,593 $ 557,697

21 unchanged sentences

(In thousands) (Unaudited)

13 Weeks Ended 39 Weeks Ended

2025 April 27,

2024 April 26,

2025 April 27,

13 Weeks Ended

2025 October 26,

Net income $ 12,002 $ 12,803

Other comprehensive income:

Unrealized (losses) gains on interest rate swaps, net of tax (1) ( 989 ) 738 ( 1,099 ) 38

Unrealized losses on interest rate swaps, net of tax (1) ( 640 ) ( 393 )

Amortization of pension actuarial gain, net of tax (2) ( 27 ) ( 67 )

Pension settlement loss, net of tax (3) 205 —

Comprehensive income $ 11,540 $ 12,343

(1) Amount is net of tax of $ 447 and $ 339 for the 13 weeks ended April 26, 2025 and April 27, 2024, respectively, and $ 497 and $ 16 for the 39 weeks ended April 26, 2025 and April 27, 2024, respectively.

(2) Amount is net of tax of $ 31 and $ 34 for the 13 weeks ended April 26, 2025 and April 27, 2024, respectively, and $ 93 and $ 103 for the 39 weeks ended April 26, 2025 and April 27, 2024, respectively.

(1) Amount is net of tax of $ 294 and $ 178 for the 13 weeks ended October 25, 2025 and October 26, 2024, respectively.

(2) Amount is net of tax of $ 12 and $ 31 for the 13 weeks ended October 25, 2025 and October 26, 2024, respectively.

All amounts are reclassified from accumulated other comprehensive income to operating and administrative expense.

(3) Amount is net of tax of $ 93 for the 13 weeks ended October 25, 2025.

All amounts are reclassified from accumulated other comprehensive income to operating and administrative expense.

See notes to consolidated financial statements.

3 unchanged sentences

(In thousands) (Unaudited)

13 Weeks Ended April 26, 2025 and April 27, 2024

13 Weeks Ended October 25, 2025 and October 26, 2024

Common Stock Class B

5 unchanged sentences

Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount

Balance, January 25, 2025

Balance, July 26, 2025

11,627 $ 83,616 4,125 $ 670 $ 423,690 $ 4,453 997 $ ( 20,465 ) $ 491,964

3 unchanged sentences

Dividends — — — — ( 3,326 ) — — — ( 3,326 )

Exercise of stock options 1 6 — — — — (1) 26 32

Restricted shares forfeited ( 1 ) ( 18 ) — — — — — — ( 18 )

Share-based compensation expense — 931 — — — — — — 931

Balance, April 26, 2025

11,628 $ 82,701 4,125 $ 670 $ 411,497 $ 5,277 997 $ ( 20,465 ) $ 479,680

Balance, January 27, 2024

11,556 $ 78,000 4,204 $ 683 $ 362,862 $ 7,285 968 $ ( 19,685 ) $ 429,145

Net income — — — — 8,966 — — — 8,966

Other comprehensive income, net of tax of $ 305

— — — — — 663 — — 663

Dividends — — — — ( 3,303 ) — — — ( 3,303 )

Treasury stock purchases — — — — — — 9 ( 219 ) ( 219 )

Restricted shares forfeited — — — — — — — — —

Share-based compensation expense 6 955 — — — — — — 955

Balance, April 27, 2024

Balance, October 25, 2025

11,626 $ 84,529 4,125 $ 670 $ 432,366 $ 3,991 997 $ ( 20,465 ) $ 501,091

39 Weeks Ended April 26, 2025 and April 27, 2024

Common Stock Class B

Common Stock Accumulated

Comprehensive

Income (Loss) Treasury Stock

Class A Total

Shareholders'

Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount

Balance, July 27, 2024

8 unchanged sentences

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

Balance, April 26, 2025

11,628 $ 82,701 4,125 $ 670 $ 411,497 $ 5,277 997 $ ( 20,465 ) $ 479,680

Balance, July 29, 2023

11,563 $ 76,179 4,204 $ 683 $ 343,497 $ 8,134 912 $ ( 18,327 ) $ 410,166

Net income — — — — 35,030 — — — 35,030

Other comprehensive loss, net of tax of $ 87

— — — — — ( 186 ) — — ( 186 )

Dividends — — — — ( 10,002 ) — — — ( 10,002 )

Treasury stock purchases — — — — — — 65 ( 1,577 ) ( 1,577 )

Restricted shares forfeited ( 21 ) ( 80 ) — — — — — — ( 80 )

Share-based compensation expense 20 2,856 — — — — — — 2,856

Balance, April 27, 2024

Balance, October 26, 2024

11,634 $ 81,067 4,125 $ 670 $ 390,097 $ 6,119 998 $ ( 20,491 ) $ 457,462

5 unchanged sentences

13 Weeks Ended

2025 April 27,

2025 October 26,

CASH FLOWS FROM OPERATING ACTIVITIES

19 unchanged sentences

Investment in notes receivable from Wakefern ( 2,110 ) ( 2,202 )

Maturity of notes receivable from Wakefern — 33,338

Investment in real estate partnership — ( 339 )

2 unchanged sentences

Proceeds from exercise of stock options — 21

Excess tax benefit related to share-based compensation 55 —

Principal payments of long-term debt ( 2,778 ) ( 2,711 )

Dividends ( 3,326 ) ( 3,324 )

Treasury stock purchases — ( 1,577 )

Net cash used in financing activities ( 6,104 ) ( 6,014 )

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 1,901 ) ( 26,965 )

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 6,990 ( 81 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 110,699 117,261

4 unchanged sentences

NONCASH SUPPLEMENTAL DISCLOSURES:

Investment in Wakefern and increase in notes payable to Wakefern $ — $ 31

Capital expenditures included in accounts payable and accrued expenses $ 7,087 $ 9,290

4 unchanged sentences

BASIS OF PRESENTATION and ACCOUNTING POLICIES

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly the consolidated financial position as of April 26, 2025 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 39 weeks ended April 26, 2025 and April 27, 2024 of Village Super Market, Inc.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly the consolidated financial position as of October 25, 2025 and the consolidated statements of operations, comprehensive income and cash flows for the 13 weeks ended October 25, 2025 and October 26, 2024 of Village Super Market, Inc.

(“Village” or the “Company”).

1 unchanged sentence

Annual Report on Form 10-K, which should be read in conjunction with these financial statements.

The results of operations for the period ended April 26, 2025 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the period ended October 25, 2025 are not necessarily indicative of the results to be expected for the full year.

Disaggregated Revenues

The following table presents the Company's sales by product categories during each of the periods indicated:

13 Weeks Ended 39 Weeks Ended

April 26, 2025 April 27, 2024 April 26, 2025 April 27, 2024

Amount % Amount % Amount % Amount %

13 Weeks Ended

October 25, 2025 October 26, 2024 (4)

Amount % Amount %

Center Store (1) $ 342,702 58.8 % $ 333,333 59.8 %

5 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) Fiscal 2025 revenues by category have been reclassified to conform to the Fiscal 2026 current presentation by product category.

MERCHANDISE INVENTORIES

At April 26, 2025 and July 27, 2024, approximately 64 % of merchandise inventories are valued by the LIFO method while the balance is valued by FIFO.

If the FIFO method had been used for the entire inventory, inventories would have been $ 22,403 and $ 21,789 higher than reported at April 26, 2025 and July 27, 2024, respectively.

At October 25, 2025 and July 26, 2025, approximately 64 % of merchandise inventories are valued by the LIFO method while the balance is valued by FIFO.

If the FIFO method had been used for the entire inventory, inventories would have been $ 22,624 and $ 22,382 higher than reported at October 25, 2025 and July 26, 2025, respectively.

NET INCOME PER SHARE

9 unchanged sentences

The table below reconciles Net income to Net income available to Class A and Class B shareholders:

13 Weeks Ended 39 Weeks Ended

2025 April 27,

2024 April 26,

2025 April 27,

13 Weeks Ended

2025 October 26,

Net income $ 12,002 $ 12,803

Distributed and allocated undistributed Net income to unvested restricted shareholders

364 330 1,371 1,310

Net income available to Class A and Class B shareholders $ 11,617 $ 12,366

The tables below reconcile the numerators and denominators of basic and diluted Net income per share for all periods presented.

13 Weeks Ended 39 Weeks Ended

April 26, 2025 April 26, 2025

Class A Class B Class A Class B

13 Weeks Ended

October 25, 2025

Class A Class B

Net income allocated, basic

6 unchanged sentences

Weighted average shares outstanding, diluted 14,325 4,125

13 Weeks Ended 39 Weeks Ended

April 27, 2024 April 27, 2024

Class A Class B Class A Class B

13 Weeks Ended

October 26, 2024

Class A Class B

Net income allocated, basic $ 9,737 $ 2,629

4 unchanged sentences

Weighted average shares outstanding, diluted 14,306 4,200

Outstanding stock options to purchase Class A shares of 2 were excluded from the calculation of diluted net income per share at April 27, 2024 as a result of their anti-dilutive effect.

In addition, 429 and 485 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 April 26, 2025 and April 27, 2024, respectively, due to their anti-dilutive effect.

Non-vested restricted Class A shares of 427 and 452 , which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at October 25, 2025 and October 26, 2024, respectively, due to their anti-dilutive effect.

RELATED PARTY INFORMATION

A description of the Company’s transactions with Wakefern, its principal supplier, and with other related parties is included in the Company’s Annual Report on Form 10-K for the year ended July 26, 2025.

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.

At April 26, 2025, the Company held variable rate notes receivable due from Wakefern of $ 35,918 that earn interest at the prime rate plus .50 % and mature on August 15, 2027, $ 37,077 that earn interest at the prime rate plus .50 % and mature on September 28, 2027 and $ 36,157 that earn interest at the SOFR plus 2.25 % and mature on February 15, 2029.

At October 25, 2025, the Company held variable rate notes receivable due from Wakefern of $ 37,370 that earn interest at the prime rate plus .50 % and mature on August 15, 2027, $ 38,576 that earn interest at the prime rate plus .50 % and mature on September 28, 2027 and $ 37,369 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.

Included in cash and cash equivalents at April 26, 2025 and July 27, 2024 are $ 100,070 and $ 97,126 , respectively, of demand deposits invested at Wakefern at overnight money market rates.

On April 28, 2022, the Company entered into a partnership agreement for a 30 % interest in the development of a retail center in Old Bridge, New Jersey, which includes the Village Old Bridge replacement store with an operating lease obligation of $ 4,340 as of April 26, 2025.

As of April 26, 2025, Village has invested $ 17,694 into the real estate partnership, which is accounted for as an equity method investment included in Investments in Real Estate Partnerships on the Consolidated Balance Sheet.

No additional equity investment is expected for this project.

There have been no other significant changes in the Company’s relationships or nature of transactions with related parties during the 39 weeks ended April 26, 2025.

Included in cash and cash equivalents at October 25, 2025 and July 26, 2025 are $ 99,723 and $ 92,003 , respectively, of demand deposits invested at Wakefern at overnight money market rates.

There have been no other significant changes in the Company’s relationships or nature of transactions with related parties during the 13 weeks ended October 25, 2025.

COMMITMENTS and CONTINGENCIES

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

On May 2, 2025, the Company 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”).

The Company 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 it believes prohibits Wakefern from acquiring and operating a retail chain that competes directly with its members.

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

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

The Acquisition closed on or about October 1, 2025.

The Company is in the process of evaluating its 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 the Company 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 the Company has planned.

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

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

At this time, the Company is 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.

3 unchanged sentences

Unsecured term loan 11,349 12,613

New Market Tax Credit Financing — 4,937

Total debt, excluding obligations under leases 55,660 57,991

15 unchanged sentences

An interest rate swap with notional amounts 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 acquired in the first quarter of fiscal 2022.

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 %.

5 unchanged sentences

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 April 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 April 26, 2025.

As of April 26, 2025, $ 67,562 remained available under the unsecured revolving line of credit.

The Credit Facility also provides for up to $ 25,000 of letters of credit ($ 9,021 outstanding at October 25, 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 October 25, 2025.

As of October 25, 2025, $ 65,979 remained available under the unsecured revolving line of credit.

New Markets Tax Credit Financing

21 unchanged sentences

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 April 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.

As of October 25, 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.

4 unchanged sentences

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 $ 496 and $ 748 during the 13 weeks ended April 26, 2025 and April 27, 2024, respectively, and $ 1,768 and $ 2,304 during the 39 weeks ended April 26, 2025 and April 27, 2024, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $ 60,515 as of April 26, 2025.

The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $ 5,761 as of April 26, 2025.

The Company reclassified $ 454 and $ 695 during the 13 weeks ended October 25, 2025 and October 26, 2024, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $ 55,830 as of October 25, 2025.

The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $ 4,737 as of October 25, 2025.

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:

13 Weeks Ended

2025 October 26,

Net Merchandise Sales $ 579,963 $ 555,421

Other Sales (1) 2,630 2,276

Total Sales $ 582,593 $ 557,697

Cost of sales 417,642 395,819

Store labor 53,146 50,933

Other operating and administrative expense (2) 88,299 86,586

Depreciation and amortization 8,405 8,383

Interest expense 862 990

Interest income ( 3,268 ) ( 3,617 )

Income before income taxes 17,507 18,603

Income taxes 5,505 5,800

Net income $ 12,002 $ 12,803

Capital expenditures and payments for other long-lived asset $ 8,946 $ 11,701

(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 $ 23,144 and $ 23,124 at October 25, 2025 and July 26, 2025, respectively.

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-Q

Item 1. Financial Statements