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Item 1. Financial Statements

2026-03-04 compared with 2025-12-04 · 164 added, 102 removed, 263 unchanged (50% of the section changed)

21 unchanged sentences

Total assets $ 1,027,249 $ 1,003,711

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

2 unchanged sentences

Notes payable to Wakefern 479 541

Current portion of debt 9,370 9,370

Current portion of long-term debt 9,370 9,370

Accounts payable to Wakefern 90,765 83,258

3 unchanged sentences

Total current liabilities 191,469 181,269

Long-term debt

Operating lease obligations 228,996 241,216

Finance lease obligations 17,565 18,243

Notes payable to Wakefern 267 405

Notes payable to Wakefern and other related parties 395 405

Long-term debt 49,510 48,621

Total long-term debt 299,757 308,485

Pension liabilities 2,999 3,284

Other liabilities 19,645 18,709

Total liabilities 510,579 511,747

Commitments and contingencies (Note 5)

4 unchanged sentences

Authorized 20,000 shares;

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

issued 11,624 shares at January 24, 2026 and 11,627 shares at July 26, 2025

85,428 83,616

1 unchanged sentence

Authorized 20,000 shares;

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

issued and outstanding 4,125 shares at January 24, 2026 and July 26, 2025

Retained earnings 446,911 423,690

Accumulated other comprehensive income 4,126 4,453

Less treasury stock, Class A, at cost:

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

Treasury stock, Class A, at cost:

997 shares at January 24, 2026 and July 26, 2025

( 20,465 ) ( 20,465 )

6 unchanged sentences

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

13 Weeks Ended

2025 October 26,

13 Weeks Ended 26 Weeks Ended

2026 January 25,

2025 January 24,

2026 January 25,

Sales $ 640,959 $ 599,651 $ 1,223,552 $ 1,157,347

2 unchanged sentences

Operating and administrative expense 147,886 139,254 289,332 276,774

Depreciation and amortization 8,405 8,383

Depreciation and amortization expense 8,529 8,602 16,934 16,985

Operating income 23,463 22,150 38,563 38,125

16 unchanged sentences

(In thousands) (Unaudited)

13 Weeks Ended

2025 October 26,

13 Weeks Ended 26 Weeks Ended

2026 January 25,

2025 January 24,

2026 January 25,

Net income $ 17,872 $ 16,896 $ 29,873 $ 29,697

Other comprehensive income:

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

Other comprehensive income (loss):

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

162 283 ( 478 ) ( 110 )

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

( 27 ) ( 68 ) ( 54 ) ( 135 )

Pension settlement loss, net of tax (3)

Total other comprehensive income (loss) 135 215 ( 327 ) ( 245 )

Comprehensive income $ 18,007 $ 17,111 $ 29,546 $ 29,452

(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.

(1) Amounts are net of tax of $ 79 and $ 128 for the 13 weeks ended January 24, 2026 and January 25, 2025, respectively, and $ 215 and $ 50 for the 26 weeks ended January 24, 2026 and January 25, 2025, respectively.

(2) Amounts are net of tax of $ 12 and $ 31 for the 13 weeks ended January 24, 2026 and January 25, 2025, respectively, and $ 24 and $ 62 for the 26 weeks ended January 24, 2026 and January 25, 2025, 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.

(3) Amount is net of tax of $ 93 for the 26 weeks ended January 24, 2026.

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

4 unchanged sentences

(In thousands) (Unaudited)

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

13 Weeks Ended January 24, 2026 and January 25, 2025

Common Stock Class B

5 unchanged sentences

Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount

Balance, October 25, 2025

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

Net income — — — — 17,872 — — — 17,872

Other comprehensive income, net of tax of $ 67

— — — — — 135 — — 135

Dividends — — — — ( 3,327 ) — — — ( 3,327 )

Restricted shares forfeited ( 2 ) ( 30 ) — — — — — — ( 30 )

Share-based compensation expense — 929 — — — — — — 929

Balance, January 24, 2026

11,624 $ 85,428 4,125 $ 670 $ 446,911 $ 4,126 997 $ ( 20,465 ) $ 516,670

Balance, October 26, 2024

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

Net income — — — — 16,896 — — — 16,896

Other comprehensive income, net of tax of $ 97

— — — — — 215 — — 215

Dividends — — — — ( 3,330 ) — — — ( 3,330 )

Restricted shares forfeited ( 14 ) ( 150 ) — — — — — — ( 150 )

Share-based compensation expense — 875 — — — — — — 875

Balance, January 25, 2025

11,620 $ 81,792 4,125 $ 670 $ 403,663 $ 6,334 998 $ ( 20,491 ) $ 471,968

26 Weeks Ended January 24, 2026 and January 25, 2025

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 26, 2025

6 unchanged sentences

Share-based compensation expense — 1,860 — — — — — — 1,860

Balance, October 25, 2025

Balance, January 24, 2026

11,624 $ 85,428 4,125 $ 670 $ 446,911 $ 4,126 997 $ ( 20,465 ) $ 516,670

9 unchanged sentences

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

Balance, October 26, 2024

Balance, January 25, 2025

11,620 $ 81,792 4,125 $ 670 $ 403,663 $ 6,334 998 $ ( 20,491 ) $ 471,968

5 unchanged sentences

26 Weeks Ended

2025 October 26,

2026 January 25,

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 8,905 8,955

Non-cash share-based compensation 913 862

Depreciation and amortization expense 17,943 18,149

Share-based compensation expense 1,812 1,588

Deferred taxes 757 ( 47 )

7 unchanged sentences

Accrued wages and benefits ( 1,980 ) ( 2,142 )

Income taxes receivable / payable 5,195 5,122

Income tax receivables and payables 6,254 2,486

Other assets and liabilities ( 2,501 ) ( 5,119 )

4 unchanged sentences

Investment in notes receivable from Wakefern ( 4,152 ) ( 4,298 )

Investment in notes receivable related to New Markets Tax Credit financing ( 4,431 ) —

Investment in real estate partnership — ( 339 )

2 unchanged sentences

Proceeds from exercise of stock options — 21

Proceeds from issuance of long-term debt 6,000 —

Debt issuance costs ( 437 ) —

Proceeds from issuance of notes payable to related parties 222 —

Principal payments of long-term debt ( 5,602 ) ( 5,468 )

1 unchanged sentence

Net cash used in financing activities ( 6,469 ) ( 12,099 )

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

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

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 117,689 $ 117,180

NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 50,513 16,668

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

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 161,212 $ 133,929

SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:

8 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 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.

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 January 24, 2026 and July 26, 2025 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 26 weeks ended January 24, 2026 and January 25, 2025 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 October 25, 2025 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the 13 and 26 weeks ended January 24, 2026 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

October 25, 2025 October 26, 2024 (4)

Amount % Amount %

13 Weeks Ended 26 Weeks Ended

January 24, 2026 January 25, 2025 (4) January 24, 2026 January 25, 2025 (4)

Amount % Amount % Amount % Amount %

Center Store (1)

Fresh (2) 210,984 36.2 198,094 35.5

$ 384,500 60.0 % $ 364,942 60.9 % $ 727,202 59.4 % $ 698,274 60.4 %

227,150 35.4 % 209,420 34.9 % 438,134 35.8 % 407,514 35.2 %

Pharmacy 26,272 4.1 % 22,616 3.8 % 52,549 4.3 % 46,610 4.0 %

Other (3) 2,630 0.5 2,276 0.4

3,037 0.5 % 2,673 0.4 % 5,667 0.5 % 4,949 0.4 %

Total Sales $ 640,959 100.0 % $ 599,651 100.0 % $ 1,223,552 100.0 % $ 1,157,347 100.0 %

4 unchanged sentences

MERCHANDISE INVENTORIES

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.

Approximately 67 % and 64 % of the Company's merchandise inventories were valued by the last-in, first-out ("LIFO") method at January 24, 2026 and July 26, 2025, respectively, while the remaining balances were valued by the first-in, first-out ("FIFO") method.

If the FIFO method had been used for the entire inventory, inventories would have been $ 22,878 and $ 22,382 higher than reported at January 24, 2026 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

2025 October 26,

13 Weeks Ended 26 Weeks Ended

2026 January 25,

2025 January 24,

2026 January 25,

Net income $ 17,872 $ 16,896 $ 29,873 $ 29,697

Distributed and allocated undistributed Net income to unvested restricted shareholders

572 572 956 1,006

Net income available to Class A and Class B shareholders $ 17,300 $ 16,324 $ 28,917 $ 28,691

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

13 Weeks Ended

October 25, 2025

Class A Class B

January 24, 2026

13 Weeks Ended 26 Weeks Ended

Class A Class B Class A Class B

Net income allocated, basic

6 unchanged sentences

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

13 Weeks Ended

October 26, 2024

Class A Class B

January 25, 2025

13 Weeks Ended 26 Weeks Ended

Class A Class B Class A Class B

Net income allocated, basic $ 12,924 $ 3,400 $ 22,661 $ 6,030

4 unchanged sentences

Weighted average shares outstanding, diluted 14,307 4,125 14,307 4,163

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.

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.

Non-vested restricted Class A shares of 425 and 437 , which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at January 24, 2026 and January 25, 2025, respectively, due to their anti-dilutive effect.

RELATED PARTY INFORMATION – WAKEFERN

A description of the Company’s transactions with Wakefern Food Corporation ("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.

At January 24, 2026, the Company held variable rate notes receivable due from Wakefern of $ 38,078 that earn interest at the prime rate plus .50 % and mature on August 15, 2027, $ 39,307 that earn interest at the prime rate plus .50 % and mature on September 28, 2027 and $ 37,972 that earn interest at the Secured Overnight Financing Rate ("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 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.

Included in cash and cash equivalents at January 24, 2026 and July 26, 2025 are $ 129,427 and $ 92,003 , respectively, of demand deposits invested at Wakefern at overnight money market rates.

The Company is required to invest in Wakefern's common stock.

At January 24, 2026, the Company's indebtedness to Wakefern for the outstanding amount of stock subscriptions was $ 652 , of which $ 479 is recorded in notes payable to Wakefern and $ 173 is recorded in notes payable to Wakefern and other related parties in the consolidated balance sheet.

COMMITMENTS and CONTINGENCIES

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.

On May 2, 2025, the Company filed a Verified Complaint for Declaratory and Injunctive Relief (the "Complaint") against defendants Wakefern and certain members of its senior management ("Wakefern Management," and together with Wakefern, the "Defendants") in the Superior Court of New Jersey, Chancery Division, Middlesex County (the "Chancery Court").

The matter was 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.

In the Complaint, the Company sought to enjoin Wakefern's acquisition of Morton Williams Supermarkets (the "Acquisition") on the basis that the Acquisition violates Wakefern's governing documents, which the Company believes prohibits Wakefern from acquiring and operating a retail chain that competes directly with its members.

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

Subsequently, the Company filed an amended complaint in the Chancery Court on September 19, 2025 (the "First Amended Complaint") to include additional claims concerning the Defendant's actions against the Company that occurred in August 2025.

The Acquisition closed on or about October 1, 2025.

On January 16, 2026, the Chancery Court denied Wakefern Management's motion to dismiss the claims asserted against them for breach of fiduciary duty.

The Chancery Court also entered an Order granting the Company's motion to transfer the matter to the Superior Court of New Jersey, Law Division, Middlesex County (the "Law Division").

Subsequently, the Company filed a second amended complaint and Jury Demand with the Law Division on February 6, 2026 (the "Second Amended Complaint") to seek monetary and punitive damages, and removed the request for injunctive relief as a result of the consummation of the Acquisition.

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.

Notwithstanding the above, the Second 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 delayed the approval of new stores that the Company has planned.

To date, this dispute has not significantly impacted the Company's 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.

2 unchanged sentences

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.

Long-term debt consists of:

Long-term debt consists of the following:

2026 July 26,

1 unchanged sentence

Unsecured term loan 10,085 12,613

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

Less current portion 9,370 9,370

Total long-term debt, excluding obligations under leases $ 46,290 $ 48,621

New Market Tax Credit financing 5,551 —

Total debt 58,880 57,991

current portion of long-term debt 9,370 9,370

Total long-term debt $ 49,510 $ 48,621

Credit Facility

3 unchanged sentences

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

Indebtedness under this agreement bears interest at the applicable Secured Overnight Financing Rate ("SOFR") plus 1.25 % and expires on April 30, 2030.

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 %.

10 unchanged sentences

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 %.

Net of the subsidy, the Company pays 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 %.

1 unchanged sentence

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 ($ 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.

The Credit Facility also provides for up to $ 25,000 of letters of credit ($ 9,021 outstanding at January 24, 2026), 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 January 24, 2026.

As of January 24, 2026, $ 65,979 remained available under the unsecured revolving line of credit.

New Markets Tax Credit Financing

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.

On December 19, 2025, the Company entered into a financing transaction with Valley National Bank Community Investment Fund, LLC ("Valley Bank") under a qualified New Markets Tax Credit ("NMTC") program related to the construction of a replacement store in East Orange, New Jersey.

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.

1 unchanged sentence

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 was 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 $ 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.

In connection with the financing, VSM New Markets II LLC (the "Leverage Lender") loaned $ 4,431 to DV-ShopRite QEI, LLC (the "Investment Fund) at an interest rate of 1.00 % per year and with a maturity date of December 10, 2051.

Additionally, Valley Bank contributed $ 1,929 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 Valley Bank.

The Investment Fund then contributed $ 6,000 of the proceeds to a CDE, which, in turn, loaned combined funds of $ 5,563 , net of debt issuance costs of $ 437 , to Village Super Market of Brick Church LLC, a wholly-owned subsidiary of the Company, pursuant to a loan agreement with NJCC CDE 49 LLC (the "Loan Agreement") at an annual interest rate of approximately 1.24 %, payable quarterly, and with a maturity date of December 19, 2055.

The loans payable related to the NMTC program, net of debt issuance costs, are recorded in long-term debt in the consolidated balance sheets.

The proceeds of the loans from the CDE are restricted in use to funding the construction and store opening costs of the East Orange replacement store.

As of January 24, 2026, the unused proceeds of the loans was $ 1,107 , which is classified as restricted cash and recorded in other current assets in the consolidated balance sheets.

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

The Company is required to maintain compliance with various regulations and contractual provisions that apply to the NMTC program.

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

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

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

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

The Company expects that Valley Bank will exercise the put option in December 2032, at the end of the recapture period, resulting in a pretax benefit to the Company of $ 1,569 .

The Company is recognizing this benefit, together with the debt issuance costs, over the seven-year compliance period in operating and administrative expense and interest expense, respectively.

The Company and its Chief Executive Officer, John J.

Sumas, entered into a joint venture agreement to form the Leverage Lender.

The Company and Mr.

Sumas have a 95 % and 5 % ownership interest in the Leverage Lender, respectively.

Pursuant to a promissory note entered into between Mr.

Sumas and the Leverage Lender on December 19, 2025 (the "Promissory Note"), Mr.

Sumas provided a $ 222 loan to the Leverage Lender to partially fund the $ 4,431 leverage loan between the Leverage Lender and the Investment Fund and the remainder of the funds required for the leverage loan were funded by the Company.

The Promissory Note between Mr.

Sumas and the Leverage Lender, an affiliate of the Company, bears an annual interest rate of 7.00 %, payable quarterly beginning in March 2026, matures on March 31, 2033 and is recorded in notes payable to Wakefern and other related parties in the consolidated balance sheets.

The leverage loan receivable of $ 4,431 is recorded in other assets in the consolidated balance sheets and includes interest only quarterly payments commencing in March 2026.

DERIVATIVES and HEDGING ACTIVITIES

3 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 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.

As of January 24, 2026, 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.

1 unchanged sentence

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 $ 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.

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

Amounts reported in AOCI related to derivatives are reclassified to interest expense as interest payments are made on the variable-rate loans.

The Company reclassified $ 395 and $ 577 during the 13 weeks ended January 24, 2026 and January 25, 2025, respectively, and $ 849 and $ 1,272 during the 26 weeks ended January 24, 2026 and January 25, 2025, respectively from AOCI to interest expense.

The notional value of the interest rate swaps were $ 53,488 as of January 24, 2026.

The fair value of interest rate swaps recorded in other assets in the consolidated balance sheets was $ 4,977 as of January 24, 2026.

SEGMENT REPORTING

4 unchanged sentences

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 Company's Chief Executive Officer and its President, together as a group, are the chief operating decision maker ("CODM") as defined within Accounting Standards Codification Topic 280, "Segment Reporting." 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, 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,

13 Weeks Ended 26 Weeks Ended

2026 January 25,

2025 January 24,

2026 January 25,

Net Merchandise Sales $ 637,922 $ 596,978 $ 1,217,885 $ 1,152,398

Other Sales (1)

3,037 2,673 5,667 4,949

Total Sales 640,959 599,651 1,223,552 1,157,347

2 unchanged sentences

Other operating and administrative expense (2)

Depreciation and amortization 8,405 8,383

93,124 86,303 181,424 172,890

Depreciation and amortization expense 8,529 8,602 16,934 16,985

Interest expense 847 982 1,709 1,972

3 unchanged sentences

Net income $ 17,872 $ 16,896 $ 29,873 $ 29,697

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

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

Capital expenditures and payments for other long-lived assets

$ 8,763 $ 15,847 $ 17,709 $ 27,548

(1) Other sales consist 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.

(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.

The Company had equity method investments of $ 23,042 and $ 23,124 at January 24, 2026 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