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Item 1. Financial Statements

2026-06-03 compared with 2026-03-04 · 76 added, 67 removed, 360 unchanged (28% of the section changed)

45 unchanged sentences

Authorized 20,000 shares;

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

issued 11,874 shares at April 25, 2026 and 11,627 shares at July 26, 2025

86,391 83,616

1 unchanged sentence

Authorized 20,000 shares;

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

issued and outstanding 4,125 shares at April 25, 2026 and July 26, 2025

Retained earnings 452,534 423,690

1 unchanged sentence

Treasury stock, Class A, at cost:

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

1,188 shares at April 25, 2026 and 997 shares at July 26, 2025

( 28,628 ) ( 20,465 )

7 unchanged sentences

13 Weeks Ended 39 Weeks Ended

2026 January 25,

2025 January 24,

2026 January 25,

2026 April 26,

2025 April 25,

2026 April 26,

Sales $ 572,587 $ 563,669 $ 1,796,139 $ 1,721,016

22 unchanged sentences

13 Weeks Ended 39 Weeks Ended

2026 January 25,

2025 January 24,

2026 January 25,

2026 April 26,

2025 April 25,

2026 April 26,

Net income $ 8,964 $ 11,161 $ 38,839 $ 40,858

Other comprehensive income (loss):

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

Other comprehensive loss:

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

( 168 ) ( 989 ) ( 646 ) ( 1,099 )

2 unchanged sentences

Pension settlement loss, net of tax (3)

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

Total other comprehensive loss ( 195 ) ( 1,057 ) ( 522 ) ( 1,302 )

Comprehensive income $ 8,769 $ 10,104 $ 38,317 $ 39,556

(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.

(1) Amounts are net of tax of $ 79 and $ 447 for the 13 weeks ended April 25, 2026 and April 26, 2025, respectively, and $ 294 and $ 497 for the 39 weeks ended April 25, 2026 and April 26, 2025, respectively.

(2) Amounts are net of tax of $ 13 and $ 31 for the 13 weeks ended April 25, 2026 and April 26, 2025, respectively, and $ 37 and $ 93 for the 39 weeks ended April 25, 2026 and April 26, 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 26 weeks ended January 24, 2026.

(3) Amount is net of tax of $ 93 for the 39 weeks ended April 25, 2026.

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

4 unchanged sentences

(In thousands) (Unaudited)

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

13 Weeks Ended April 25, 2026 and April 26, 2025

Common Stock Class B

5 unchanged sentences

Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount

Balance, October 25, 2025

Balance, January 24, 2026

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

Net income — — — — 8,964 — — — 8,964

Other comprehensive income, net of tax of $ 67

Other comprehensive loss, net of tax of $ 92

— — — — — ( 195 ) — — ( 195 )

Dividends — — — — ( 3,341 ) — — — ( 3,341 )

Treasury stock purchases — — — — — — 191 ( 8,163 ) ( 8,163 )

Restricted shares forfeited ( 1 ) ( 22 ) — — — — — — ( 22 )

Share-based compensation expense 251 985 — — — — — — 985

Balance, January 24, 2026

Balance, April 25, 2026

11,874 $ 86,391 4,125 $ 670 $ 452,534 $ 3,931 1,188 $ ( 28,628 ) $ 514,898

Balance, October 26, 2024

Balance, January 25, 2025

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

Net income — — — — 11,161 — — — 11,161

Other comprehensive income, net of tax of $ 97

Other comprehensive loss, net of tax of $ 478

— — — — — ( 1,057 ) — — ( 1,057 )

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

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

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

Share-based compensation expense 8 904 — — — — — — 904

Balance, January 25, 2025

Balance, April 26, 2025

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

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

39 Weeks Ended April 25, 2026 and April 26, 2025

Common Stock Class B

11 unchanged sentences

Dividends — — — — ( 9,995 ) — — — ( 9,995 )

Treasury stock purchases — — — — — — 191 ( 8,163 ) ( 8,163 )

Restricted shares forfeited ( 4 ) ( 70 ) — — — — — — ( 70 )

Share-based compensation expense 251 2,845 — — — — — — 2,845

Balance, January 24, 2026

Balance, April 25, 2026

11,874 $ 86,391 4,125 $ 670 $ 452,534 $ 3,931 1,188 $ ( 28,628 ) $ 514,898

9 unchanged sentences

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

Balance, January 25, 2025

Balance, April 26, 2025

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

5 unchanged sentences

39 Weeks Ended

2026 January 25,

2026 April 26,

CASH FLOWS FROM OPERATING ACTIVITIES:

23 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of stock options — 21

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

3 unchanged sentences

Dividends ( 9,995 ) ( 9,979 )

Treasury stock purchases, including shares surrendered for withholding taxes ( 8,163 ) —

Proceeds from exercise of stock options — 53

Net cash used in financing activities ( 20,768 ) ( 18,160 )

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

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 17,977 ( 1,901 )

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

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 128,676 $ 115,360

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 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.

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 25, 2026 and July 26, 2025 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 39 weeks ended April 25, 2026 and April 26, 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 13 and 26 weeks ended January 24, 2026 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the 13 and 39 weeks ended April 25, 2026 are not necessarily indicative of the results to be expected for the full year.

Disaggregated Revenues

1 unchanged sentence

13 Weeks Ended 39 Weeks Ended

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

April 25, 2026 April 26, 2025 (4) April 25, 2026 April 26, 2025 (4)

Amount % Amount % Amount % Amount %

10 unchanged sentences

MERCHANDISE INVENTORIES

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.

Approximately 65 % and 64 % of the Company's merchandise inventories were valued by the last-in, first-out ("LIFO") method at April 25, 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 $ 23,117 and $ 22,382 higher than reported at April 25, 2026 and July 26, 2025, respectively.

NET INCOME PER SHARE

10 unchanged sentences

13 Weeks Ended 39 Weeks Ended

2026 January 25,

2025 January 24,

2026 January 25,

2026 April 26,

2025 April 25,

2026 April 26,

Net income $ 8,964 $ 11,161 $ 38,839 $ 40,858

3 unchanged sentences

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

January 24, 2026

April 25, 2026

13 Weeks Ended 39 Weeks Ended

8 unchanged sentences

Weighted average shares outstanding, diluted 14,423 4,125 14,357 4,125

January 25, 2025

April 26, 2025

13 Weeks Ended 39 Weeks Ended

6 unchanged sentences

Weighted average shares outstanding, diluted 14,315 4,125 14,310 4,150

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.

Non-vested restricted Class A shares of 254 and 429 , which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at April 25, 2026 and April 26, 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.

At April 25, 2026, the Company held variable rate notes receivable due from Wakefern of $ 38,759 that earn interest at the prime rate plus .50 % and mature on August 15, 2027, $ 40,010 that earn interest at the prime rate plus .50 % and mature on September 28, 2027 and $ 38,531 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 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.

Included in cash and cash equivalents at April 25, 2026 and July 26, 2025 are $ 110,988 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.

At April 25, 2026, the Company's indebtedness to Wakefern for the outstanding amount of stock subscriptions was $ 524 , of which $ 432 is recorded in notes payable to Wakefern and $ 92 is recorded in notes payable to Wakefern and other related parties in the consolidated balance sheet.

COMMITMENTS and CONTINGENCIES

9 unchanged sentences

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.

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.

In response to the Company's Second Amended Complaint, on March 19, 2026, Wakefern sought to file an Answer, Separate Defenses, Jury Demand, Counterclaims, and Third-Party Complaint with the Law Division.

The Counterclaims sought, among other things, a declaration from the Court that good cause exists under the Wakefern By-Laws to compel the Company to sell its stock in Wakefern and to exit the cooperative.

Although not dismissed with prejudice, on March 23, 2026, Wakefern's Counterclaims and Third-Party Complaint were rejected as procedurally deficient for filing by the Civil Division Manager's Office.

The Company believes that all claims therein were frivolous and were filed in response to the Company seeking to assert its rights.

Subsequently, Wakefern and the Company have consented to each filing amended pleadings with the Law Division and currently await the Court's approval.

Based upon Wakefern's representations to the Company and the Court, Wakefern's amended Counterclaims will not include the declaratory judgment claim described above.

The Company continues to evaluate its options for alternative relief with respect to Wakefern and the Acquisition.

Notwithstanding the above, the Company's claims are pending resolution on the merits.

To date, the Company believes the dispute with Wakefern has not materially impacted the Company's operations or financial performance.

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.

31 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 ($ 9,021 outstanding at January 24, 2026), which secure obligations for store leases and construction performance guarantees to municipalities.

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

The Company was in compliance with all covenants of the credit agreement at April 25, 2026.

As of April 25, 2026, $ 65,979 remained available under the unsecured revolving line of credit.

New Markets Tax Credit Financing

8 unchanged sentences

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 proceeds of the loans from the CDE were used to partially fund the construction of the East Orange replacement store.

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

14 unchanged sentences

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.

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

The related interest expense paid to Mr.

Sumas during the 39 weeks ended April 25, 2026 was de minimis.

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

As of April 25, 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.

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 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.

1 unchanged sentence

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.

The Company reclassified $ 328 and $ 496 during the 13 weeks ended April 25, 2026 and April 26, 2025, respectively, and $ 1,178 and $ 1,768 during the 39 weeks ended April 25, 2026 and April 26, 2025, respectively from AOCI to interest expense.

The notional value of the interest rate swaps were $ 51,145 as of April 25, 2026.

The fair value of interest rate swaps recorded in other assets in the consolidated balance sheets was $ 4,732 as of April 25, 2026.

SEGMENT REPORTING

9 unchanged sentences

13 Weeks Ended 39 Weeks Ended

2026 January 25,

2025 January 24,

2026 January 25,

2026 April 26,

2025 April 25,

2026 April 26,

Net Merchandise Sales $ 569,108 $ 561,196 $ 1,786,993 $ 1,713,594

16 unchanged sentences

(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 $ 23,042 and $ 23,124 at January 24, 2026 and July 26, 2025, respectively.

The Company had equity method investments of $ 22,922 and $ 23,124 at April 25, 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