What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-06-03 compared with 2026-03-04 · 66 added, 63 removed, 187 unchanged (41% of the section changed)

11 unchanged sentences

Online grocery ordering for in-store pick up or home delivery is available in all of our ShopRite stores through either shoprite.com, the ShopRite app or through third party service providers.

Additionally, the ShopRite and Fairway Order Express apps enable customers to pre-order deli, catering, specialty occasion cakes and other items.

Online ordering for home delivery is available in all Fairway stores through fairwaymarket.com, the Fairway app or through third party service providers.

Online ordering for home delivery is available in all Gourmet Garage stores through gourmetgarage.com, the Gourmet Garage app or through third party service providers.

Additionally, the ShopRite and Fairway Order Express apps enable customers to pre-order deli, catering, specialty occasion cakes and other items.

To promote production efficiency, product quality and consistency, the Company operates a centralized commissary supplying certain products in deli, bakery, prepared foods and other perishable product categories to all stores.

24 unchanged sentences

39 Weeks Ended

2026 January 25,

2026 April 26,

Net Income $ 38,839 $ 40,858

12 unchanged sentences

13 Weeks Ended 39 Weeks Ended

January 24, 2026 January 25, 2025 January 24, 2026 January 25, 2025

2026 April 26,

2025 April 25,

2026 April 26,

Sales 100.00% 100.00% 100.00% 100.00%

9 unchanged sentences

Net income 1.57% 1.98% 2.16% 2.37%

Sales were $640,959 in the 13 weeks ended January 24, 2026, an increase of 6.9% compared to the 13 weeks ended January 25, 2025.

Sales increased due to an increase in same store sales of 4.8% and the opening of the Watchung, NJ replacement store on April 9, 2025.

Same store sales increased due primarily to significantly higher sales in the last week of the second quarter of fiscal 2026 as customers prepared for Winter Storm Fern, as well as digital sales growth, continued growth in recently replaced or remodeled stores and higher fresh and pharmacy sales.

These increases were partially offset by cannibalization of existing stores from the Watchung replacement store opening and recent competitive store openings.

Excluding the estimated impact of Winter Storm Fern, same store sales increased 1.4% in the 13 weeks ended January 24, 2026 compared to the 13 weeks ended January 25, 2025.

Sales were $572,587 in the 13 weeks ended April 25, 2026, an increase of 1.6% compared to the 13 weeks ended April 26, 2025.

Sales increased due primarily to the opening of the Watchung, NJ replacement store on April 9, 2025, partially offset by a decline in same store sales of 0.2%.

Same store sales were negatively impacted by Winter Storm Fern, which resulted in store closures at the start of the third quarter, as well as a shift in demand into the final week of the second quarter as customers prepared for the storm.

Excluding the estimated impact of Winter Storm Fern on the first week of the quarter, same store sales increased 1.3% in the 13 weeks ended April 25, 2026 compared to the 13 weeks ended April 26, 2025.

Same store sales were also negatively impacted by deflation in egg pricing and cannibalization of existing stores from the Watchung replacement store opening, partially offset by digital sales growth, continued growth in recently replaced or remodeled stores and higher sales in fresh departments.

Pharmacy sales positively impacted same store sales despite lower pricing resulting from the Inflation Reduction Act.

New stores, replacement stores and stores with banner changes are included in same store sales in the quarter after the store has been in operation for four full quarters.

Store renovations and expansions are included in same store sales immediately.

Sales were $1,223,552 in the 26 weeks ended January 24, 2026, an increase of 5.7% compared to the 26 weeks ended January 25, 2025.

Sales increased due to an increase in same store sales of 3.7% and the opening of the Watchung, NJ replacement store on April 9, 2025.

These increases were partially offset by cannibalization of existing stores from the Watchung replacement store opening and recent competitive store openings.

Excluding the estimated impact of Winter Storm Fern, same store sales increased 2.0% in the 26 weeks ended January 24, 2026 compared to the 26 weeks ended January 25, 2025.

Sales were $1,796,139 in the 39 weeks ended April 25, 2026, an increase of 4.4% compared to the 39 weeks ended April 26, 2025.

Sales increased due primarily to same store sales growth of 2.4% and the opening of the Watchung, NJ replacement store on April 9, 2025.

Same store digital sales reflected continued growth in recently replaced or remodeled stores and higher fresh and pharmacy sales, partially offset by deflation in egg pricing and cannibalization of existing stores from the Watchung replacement store opening.

Gross Profit .

Gross profit as a percentage of sales decreased .29% in the 13 weeks ended January 24, 2026 compared to the 13 weeks ended January 25, 2025 due primarily to lower patronage dividends and other rebates received from Wakefern (.42%), an unfavorable change in product mix (.07%) and increased promotional spending (.03%), partially offset by increased departmental gross margin percentages (.21%) and decreased warehouse assessment charges from Wakefern (.02%).

Gross profit in both the 13 weeks ended January 24, 2026 and January 25, 2025 were favorably impacted by receipt of patronage dividends from Wakefern greater than estimated amounts accrued in both the second quarter of fiscal 2026 (.32%) and fiscal 2025 (.62%).

Gross profit as a percentage of sales decreased .50% in the 26 weeks ended January 24, 2026 compared to the 26 weeks ended January 25, 2025 due primarily to lower patronage dividends and other rebates received from Wakefern (.36%), an unfavorable change in product mix (.08%) and increased promotional spending (.05%).

Gross profit in both the 26 weeks ended January 24, 2026 and January 25, 2025 were favorably impacted by receipt of patronage dividends from Wakefern greater than estimated amounts accrued in both the second quarter of fiscal 2026 (.17%) and fiscal 2025 (.32%).

Gross profit as a percentage of sales decreased .69% in the 13 weeks ended April 25, 2026 compared to the 13 weeks ended April 26, 2025 due primarily to lower patronage dividends and other rebates received from Wakefern (.56%), increased warehouse assessment charges from Wakefern (.09%), an unfavorable change in product mix (.08%) and increased promotional spending (.05%), partially offset by increased departmental gross margin percentages (.08%).

Gross profit as a percentage of sales decreased .56% in the 39 weeks ended April 25, 2026 compared to the 39 weeks ended April 26, 2025 due primarily to lower patronage dividends and other rebates received from Wakefern (.42%), an unfavorable change in product mix (.08%) and increased promotional spending (.05%).

Operating and Administrative Expense .

Operating and administrative expense as a percentage of sales decreased .15% in the 13 weeks ended January 24, 2026 compared to the 13 weeks ended January 25, 2025.

The decrease in Operating and administrative expenses is due primarily to lower employee costs (.40%), lower advertising costs (.15%) and lower occupancy costs (.08%), partially offset by increased external service, technology, legal and other professional fees (.15%), increased weather-related maintenance costs (.13%), higher facility insurance costs (.11%) and increased store pre-opening costs (.06%).

Employee and occupancy costs as a percentage of sales decreased due primarily to operating leverage as a result of significantly higher sales in the last week of the second quarter as a result of Winter Storm Fern.

Operating and administrative expense as a percentage of sales decreased 0.26% in the 26 weeks ended January 24, 2026 compared to the 26 weeks ended January 25, 2025.

Adjusted operating and administrative expenses decreased .29% in the 26 weeks ended January 24, 2026 compared to the 26 weeks ended January 25, 2025.

The decrease in Adjusted operating and administrative expenses is due primarily to lower employee costs (.37%), lower short-term rental income (.10%), lower advertising costs (.10%) and lower occupancy costs (.09%), partially offset by increased external service, technology, legal and other professional fees (.13%), increased repair and weather-related maintenance costs (.13%), increased store pre-opening costs (.09%) and higher facility insurance costs (.05%).

Operating and administrative expense as a percentage of sales increased .33% in the 13 weeks ended April 25, 2026 compared to the 13 weeks ended April 26, 2025.

The increase in Operating and administrative expenses is due primarily to higher utility, repair and weather-related maintenance costs (.18%), increased external service, technology, legal and other professional fees (.15%), higher facility insurance costs (.08%) and higher employee costs (.06%), partially offset by lower advertising costs (.11%).

Operating and administrative expense as a percentage of sales increased due primarily to lower operating leverage resulting from store closures at the start of the third quarter due to Winter Storm Fern, as well as a shift in demand into the final week of the second quarter as customers prepared for the storm.

Operating and administrative expense as a percentage of sales decreased .09% in the 39 weeks ended April 25, 2026 compared to the 39 weeks ended April 26, 2025.

Adjusted operating and administrative expenses decreased .11% in the 39 weeks ended April 25, 2026 compared to the 39 weeks ended April 26, 2025.

The decrease in Adjusted operating and administrative expenses is due primarily to lower employee costs (.24%), lower advertising costs (.11%) and short-term rental income (.09%), partially offset by increased external service, technology, legal and other professional fees (.14%), increased utility, repair and weather-related maintenance costs (.14%) and higher facility insurance costs (.05%).

Depreciation and Amortization .

Depreciation and amortization expense decreased in the 13 and 26 weeks ended January 24, 2026 compared to the comparative prior year fiscal periods due primarily to timing of capital expenditures.

Depreciation and amortization expense decreased in the 13 and 39 weeks ended April 25, 2026 compared to the comparative prior year fiscal periods due primarily to timing of capital expenditures.

Interest Expense .

Interest expense decreased in the 13 and 26 weeks ended January 24, 2026 compared to the comparative prior year fiscal periods due primarily to lower average outstanding debt balances.

Interest expense decreased in the 13 and 39 weeks ended April 25, 2026 compared to the comparative prior year fiscal periods due primarily to lower average outstanding debt balances.

Interest Income .

Interest income decreased in the 13 and 26 weeks ended January 24, 2026 compared to the comparative prior year fiscal periods due primarily to lower interest rates on variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.

Interest income decreased in the 13 and 39 weeks ended April 25, 2026 compared to the comparative prior year fiscal periods due primarily to lower interest rates on variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.

Income Taxes .

The effective income tax rate was 30.7% in the 13 weeks ended January 24, 2026 compared to 31.1% in the 13 weeks ended January 25, 2025.

The effective income tax rate was 31.0% in the 26 weeks ended January 24, 2026 compared to 31.1% in the 26 weeks ended January 25, 2025.

Net income was $17,872 in the 13 weeks ended January 24, 2026 compared to $16,896 in the 13 weeks ended January 25, 2025.

Net income was $29,873 in the 26 weeks ended January 24, 2026 compared to $29,697 in the 26 weeks ended January 25, 2025.

The effective income tax rate was 16.2% in the 13 weeks ended April 25, 2026 compared to 30.6% in the 13 weeks ended April 26, 2025.

The decrease in the effective tax rate was primarily due to the excess tax benefit from vested stock-based compensation in the 13 weeks ended April 25, 2026.

The effective income tax rate was 28.1% in the 39 weeks ended April 25, 2026 compared to 31.0% in the 39 weeks ended April 26, 2025.

The decrease in the effective tax rate was primarily due to the excess tax benefit from vested stock-based compensation in the 13 weeks ended April 25, 2026.

Net income was $8,964 in the 13 weeks ended April 25, 2026 compared to $11,161 in the 13 weeks ended April 26, 2025.

Net income was $38,839 in the 39 weeks ended April 25, 2026 compared to $40,858 in the 39 weeks ended April 26, 2025.

Adjusted net income was $39,072 in the 39 weeks ended April 25, 2026 compared to $40,858 in the 39 weeks ended April 26, 2025.

CRITICAL ACCOUNTING POLICIES

2 unchanged sentences

The Company's critical accounting policies relating to the impairment of long-lived assets, goodwill and indefinite-lived intangible assets and accounting for patronage dividends earned as a stockholder of Wakefern, are described in the Company's Annual Report on Form 10-K for the year ended July 26, 2025.

A s of January 24, 2026, there have been no changes to the critical accounting policies contained therein.

A s of April 25, 2026, there have been no changes to the critical accounting policies contained therein.

The preparation of financial statements in conformity with U.S.

2 unchanged sentences

LIQUIDITY AND CAPITAL RESOURCES

The following table details our cash flows for the 26 weeks ended January 24, 2026 and January 25, 2025:

The following table details our cash flows for the 39 weeks ended April 25, 2026 and April 26, 2025:

39 Weeks Ended

2026 January 25,

2026 April 26,

Net cash provided by operating activities $ 78,535 $ 71,593 $ 6,942

1 unchanged sentence

Net cash used in financing activities (20,768) (18,160) (2,608)

Net increase in cash, cash equivalents and restricted cash $ 50,513 $ 16,668 $ 33,845

Net increase in cash and cash equivalents $ 17,977 $ (1,901) $ 19,878

Net Cash Provided by Operating Activities .

Net cash provided by operating activities was $78,780 in the 26 weeks ended January 24, 2026 compared to $60,952 in the 26 weeks ended January 25, 2025.

Net cash provided by operating activities was $78,535 in the 39 weeks ended April 25, 2026 compared to $71,593 in the 39 weeks ended April 26, 2025.

The $6,942 net increase in cash provided by operating activities was due primarily to a net favorable change related to our operating assets and liabilities, including our working capital.

The net favorable change related to our operating assets and liabilities, including our working capital, was due primarily to the favorable changes in our merchandise inventories driven by higher sales associated with Winter Storm Fern and income tax receivables and payables driven by lower tax payments due to tax benefits resulting from bonus depreciation, partially offset by lower patronage dividends received in the 26 weeks ended January 24, 2026 compared to the prior fiscal year period.

The net favorable change related to our operating assets and liabilities, including our working capital, was due primarily to the favorable changes in our merchandise inventories largely driven by the impact of the opening of the Watchung, NJ replacement store on April 9, 2025 and other assets and liabilities largely driven by lower pension-related payments.

These favorable changes were partially offset by lower patronage dividends received in the 39 weeks ended April 25, 2026 compared to the prior fiscal year period.

Net Cash Used In Investing Activities .

Net cash used in investing activities was $21,798 in the 26 weeks ended January 24, 2026 compared to $32,185 in the 26 weeks ended January 25, 2025.

The $10,387 net decrease in cash used in investing activities was due primarily to a $9,839 decrease in capital expenditures and proceeds of $4,494 in 26 weeks ended January 24, 2026 in connection to the sale of real estate assets related to our closed automated micro-fulfillment center in south NJ.

These increases in cash used in investing activities were partially offset by an investment of $4,431 in notes receivable related to a New Markets Tax Credit financing transaction associated with our replacement store in East Orange, NJ.

During the 26 weeks ended January 24, 2026, we invested $17,709 on capital expenditures related primarily to the construction of replacement stores in East Orange, NJ and Galloway, NJ, several smaller remodels and merchandising initiatives, and various technology, equipment and facility upgrades.

Net cash used in investing activities was $39,790 in the 39 weeks ended April 25, 2026 compared to $55,334 in the 39 weeks ended April 26, 2025.

The $15,544 net decrease in cash used in investing activities was due primarily to a $14,947 decrease in capital expenditures and proceeds of $4,494 in 39 weeks ended April 25, 2026 in connection to the sale of real estate assets related to our closed automated micro-fulfillment center in south NJ.

These decreases in cash used in investing activities were partially offset by an investment of $4,431 in notes receivable related to a New Markets Tax Credit financing transaction associated with our replacement store in East Orange, NJ.

During the 39 weeks ended April 25, 2026, we invested $33,758 on capital expenditures related primarily to the construction of replacement stores in East Orange, NJ and Galloway, NJ, one major remodel, several smaller remodels and merchandising initiatives, and various technology, equipment and facility upgrades, including installation of solar panels at four locations.

Net Cash Used In Financing Activities .

Net cash used in financing activities was $6,469 in the 26 weeks ended January 24, 2026 compared to $12,099 in the 26 weeks ended January 25, 2025.

The $5,630 net decrease in cash used in financing activities was due primarily to $5,563 in proceeds from the issuance of long-term debt, net of debt issuance costs, associated with a New Markets Tax Credit financing transaction associated with our replacement store in East Orange, NJ.

During each of the 26 weeks ended January 24, 2026 and January 25, 2025, we made dividend payments of $6,652.

Net cash used in financing activities was $20,768 in the 39 weeks ended April 25, 2026 compared to $18,160 in the 39 weeks ended April 26, 2025.

The $2,608 net increase in cash used in financing activities was due primarily to $8,163 of shares surrendered for withholding taxes during the third quarter of fiscal 2026 associated with the vesting of restricted stock awards, partially offset by $5,563 in proceeds from the issuance of long-term debt, net of debt issuance costs, associated with a New Markets Tax Credit financing transaction associated with our replacement store in East Orange, NJ.

During the 39 weeks ended April 25, 2026 and April 26, 2025, we made dividend payments of $9,995 and $9,979, respectively.

Liquidity and Debt

Working capital was $43,140 at January 24, 2026 compared to $23,840 at July 26, 2025.

Working capital was $30,078 at April 25, 2026 compared to $23,840 at July 26, 2025.

Working capital ratios at the same dates were 1.17 and 1.13 to one, respectively.

The Company's working capital needs are reduced, since inventories are generally sold by the time payments to Wakefern and other suppliers are due.

We have revised our budgeted capital expenditures downward from prior estimates to approximately $65,000 in fiscal 2026 due to delays in the timing of certain projects.

Planned expenditures include costs for construction of a replacement store in East Orange, NJ expected to open in fiscal 2026, construction of a replacement store in Galloway, NJ expected to open in fiscal 2027, several smaller store remodels and merchandising initiatives and various technology, equipment and facility upgrades.

The Company's primary sources of liquidity in fiscal 2026 are expected to be cash and cash equivalents on hand at January 24, 2026 and operating cash flow generated in fiscal 2026.

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 SOFR plus 2.25% and mature on February 15, 2029.

We continue to expect capital expenditures of approximately $65,000 in fiscal 2026.

Planned expenditures include costs for construction of a replacement store in East Orange, NJ which opened on May 27, 2026, construction of a replacement store in Galloway, NJ expected to open in fiscal 2027, several smaller store remodels and merchandising initiatives and various technology, equipment and facility upgrades, including installation of solar panels at four locations.

The Company's primary

sources of liquidity in fiscal 2026 are expected to be cash and cash equivalents on hand at April 25, 2026 and operating cash flows generated in fiscal 2026.

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 SOFR plus 2.25% and mature on February 15, 2029.

Wakefern has the right to prepay these notes at any time.

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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.

Based on current trends, the Company believes cash and cash equivalents on hand at January 24, 2026, operating cash flow and availability under our Credit Facility are sufficient to meet our liquidity needs for the next twelve months and for the foreseeable future beyond the next twelve months.

There have been no other substantial changes as of January 24, 2026 to the contractual obligations and commitments discussed in the Company’s Annual Report on Form 10-K for the year ended July 26, 2025.

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.

Based on current trends, the Company believes cash and cash equivalents on hand at April 25, 2026, operating cash flows and availability under our Credit Facility are sufficient to meet our liquidity needs for the next twelve months and for the foreseeable future beyond the next twelve months.

There have been no other substantial changes as of April 25, 2026 to the contractual obligations and commitments discussed in the Company's Annual Report on Form 10-K for the year ended July 26, 2025.

This Form 10-Q contains certain forward-looking statements about Village's future performance.

13 unchanged sentences

• We expect the increase in same store sales to range from 1.5% to 2.5% in fiscal 2026.

• We have revised our budgeted capital expenditures downward from prior estimates to approximately $65,000 in fiscal 2026 due to delays in the timing of certain projects.

The Company's primary sources of liquidity in fiscal 2026 are expected to be cash and cash equivalents on hand at January 24, 2026 and operating cash flows generated in fiscal 2026.

• We continue to expect capital expenditures of approximately $65,000 in fiscal 2026.

The Company's primary sources of liquidity in fiscal 2026 are expected to be cash and cash equivalents on hand at April 25, 2026 and operating cash flows generated in fiscal 2026.

• The Board's current intention is to continue to pay quarterly dividends in fiscal 2026 at the most recent rate of $.25 per Class A and $.1625 per Class B share.

• We believe cash and cash equivalents on hand, operating cash flows and the Company's Credit Facility will be adequate to meet anticipated requirements for working capital, capital expenditures and debt payments for the foreseeable future.

• We expect our effective income tax rate in fiscal 2026 to be in the range of 30.5% to 31.5%.

• We have revised our estimated effective income tax rate in fiscal 2026 to be in the range of 28.5% to 29.5% primarily due to the excess tax benefit from vested stock-based compensation in the 13 weeks ended April 25, 2026.

Various uncertainties and other factors could cause actual results to differ from the forward-looking statements contained in this report.

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Due to the nature of our business, personal information about our customers, vendors and associates is received and stored in these information systems.

In addition, confidential information is transmitted through our online business at shoprite.com and through the ShopRite app.

In addition, confidential information is transmitted through our online business at shoprite.com, fairwaymarket.com and gourmetgarage.com, as well as through our ShopRite, Fairway and Gourmet Garage apps.

Unauthorized parties may attempt to access information stored in or to sabotage or disrupt these systems.

1 unchanged sentence

It is possible that computer hackers, cyber terrorists and others may be able to defeat the security measures in place at the Company, Wakefern or those of third-party service providers.

Any breach of these security measures and loss of confidential information, which could be undetected for a period of time, could damage our reputation with customers, vendors and associates, cause Wakefern and Village to incur significant costs to protect any customers, vendors and associates whose personal data was compromised, cause us to make changes to our information systems and could result in government enforcement actions and litigation against Wakefern and/or Village from outside parties.

Wakefern and/or Village from outside parties.

Any such breach could have a material adverse impact on our operations, consolidated financial condition, results of operations, and liquidity if the related costs to Wakefern and Village are not covered or are in excess of carried insurance policies.

9 unchanged sentences

In connection with this joint venture, Mr.

Sumas loaned the the Company $222.

Sumas loaned the Company $222.

See Note 6 to the accompanying consolidated financial statements for additional discussion regarding this related party transaction.

There have been no other significant changes in the Company's relationships or nature of transactions with related parties during the 26 weeks ended January 24, 2026.

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 25, 2026.

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 2. Management’s Discussion and Analysis