What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-26 compared with 2024-02-28 · 133 added, 67 removed, 510 unchanged (28% of the section changed)

40 unchanged sentences

December 30, 2023 and December 31, 2022

Other revenue

Total revenue

Cost of sales, including advertising, warehousing and distribution expenses

Gross profit on sales

Operating, general and administrative expenses

66 unchanged sentences

Proceeds from the sale and maturities of marketable securities

Acquisition of business

Purchase of intangible assets

55 unchanged sentences

Equity securities are measured at fair value and the unrealized holding gains and losses are recorded in investment income (loss) and interest expense.

The Company recognized a $ 275 thousand loss in 2023 and a $ 1.3 million loss in 2022.

The Company recognized a $ 1.0 million gain in 2024 and a $ 275 thousand loss in 2023.

(g) Accounts Receivable

2 unchanged sentences

The Company maintains an allowance for the amount of receivables deemed to be uncollectible and calculates this amount based upon historical collection activity adjusted for current conditions.

Accounts receivable as of January 1, 2023 amounted to $ 50,863 .

(h) Inventories

23 unchanged sentences

Intangible assets with an indefinite useful life are not amortized until their useful life is determined to be no longer indefinite and are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

In 2024, the Company increased goodwill by $ 8.9 million from the acquisition of two Sunnyway Food stores, increasing goodwill to $ 61.3 million in 2024 from $ 52.3 million in 2023 and 2022.

The Company’s intangible assets and related accumulated amortization at December 28, 2024 and December 30, 2023 consisted of the following:

3 unchanged sentences

Liquor licenses

Software license

Asset acquisitions and other

Intangible assets with a definite useful life are generally amortized on a straight-line basis over periods up to 10 years for customer lists.

Estimated amortization expense for the next five fiscal years is approximately $ 430 thousand in 2024, $ 299 thousand in 2025, $ 265 thousand in 2026, $ 168 thousand in 2027 and $ 146 thousand in 2028.

Intangible assets with a definite useful life are generally amortized on a straight-line basis over periods up to 10 years for customer lists and 3 years for software.

Estimated amortization expense for the next five fiscal years is approximately $ 1.5 million in 2025, $ 1.5 million in 2026, $ 1.1 million in 2027, $ 148 thousand in 2028 and $ 121 thousand in 2029.

As of December 28, 2024, the Company’s intangible assets with indefinite lives consisted of goodwill and liquor licenses.

7 unchanged sentences

With respect to owned property and equipment associated with closed stores, the value of the property and equipment would be adjusted to reflect recoverable values if current economic conditions and estimated fair values of the property was less than the net book value.

In accordance with Accounting Standards Codification No.

360, Property, Plant and Equipment , the Company believes that, based on current conditions, materially different reported results are not likely to result from long-lived asset impairments.

WEIS MARKETS, INC.

5 unchanged sentences

(m) Self-Insurance

The Company is self-insured for a majority of its workers’ compensation, general liability, vehicle accident and associate medical benefit claims.

The Company is self-insured for a majority of its workers’ compensation, general liability, vehicle accident and employee medical benefit claims.

The self-insurance liability for most of the medical benefit claims is determined based on historical data and an estimate of claims incurred but not reported.

21 unchanged sentences

Gift card breakage income is recognized in “Operating, general and administrative expenses” based upon historical redemption patterns and represents the balance of gift cards for which the Company believes the likelihood of redemption by the customer is remote.

Gift card breakage income is not material for either period presented.

Sales tax is excluded from “Net sales.” The Company charges sales tax on all taxable customer purchases and remits these taxes monthly to the appropriate taxing jurisdiction.

Merchandise return activity is immaterial to revenues due to products being returned quickly and the relatively low unit cost.

The Company provides a variety of services to its customers, including but not limited to lottery, money orders, third-party gift cards, and third-party bill pay services.

Commission income earned from these services are recorded when earned as a component of “Other revenue.” The Company recorded commission income of $ 17.9 million in 2024, $ 17.6 million in 2023, $ 18.0 million in 2022.

(q) Cost of Sales, Including Advertising, Warehousing and Distribution Expenses

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The Company recorded advertising expense, before vendor paid cooperative advertising credits, of $ 25.5 million in 2024, $ 24.2 million in 2023, $ 23.7 million in 2022 in “Cost of Sales, including Advertising, Warehousing and Distribution Expenses.”

(u) Rental and Commission Income

(u) Rental Income

The Company leases or subleases space to tenants in owned, vacated and open store facilities.

1 unchanged sentence

Refer to Note 5 to the Consolidated Financial Statements for further disclosure on operating leases and rental income.

The Company provides a variety of services to its customers, including but not limited to lottery, money orders, third-party gift cards, and third-party bill pay services.

Commission income earned from these services are recorded when earned as a component of “Operating, general and administrative expenses.” The Company recorded commission income of $ 17.6 million in 2023, $ 18.0 million in 2022, $ 18.9 million in 2021.

(v) Current Relevant Accounting Standards

The Company regularly monitors recently issued accounting standards and assesses their applicability and impact.

The Company believes there is one accounting standard update that has or will have a material or significant impact on the Company’s accounting policies.

The FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), that is intended to enhance the transparency and decision usefulness of income tax disclosures.

The Company believes there are three accounting standard updates (ASU) that have or will have an impact on the Company’s disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which requires companies to enhance the disclosures about segment expenses.

The new standard expands incremental line-item disclosures of significant segment expenses and how the expense information is applied in decision making and assessing performance of the reportable segment.

The Company adopted ASU 2023-07 for the fiscal year ended December 28, 2024.

WEIS MARKETS, INC.

nature and/or jurisdiction, disclosure of income taxes paid, net of refunds received, broken out between federal and state and local income taxes and payments to individual jurisdictions representing five percent or more of the total income tax payments must also be separately disclosed.

The disclosures required by ASU 2023-09 are required in the Company’s annual financial statements beginning with the year ended December 28, 2024, with early adoption permitted.

Note 1 Summary of Significant Accounting Policies (continued)

(v) Current Relevant Accounting Standards (continued)

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), that is intended to enhance the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 requires disclosures of reconciliation of the expected tax at the applicable statutory federal income tax rate to the reported tax in a tabular format, using both percentages and amounts, broken out into specific categories with certain reconciling items of five percent or greater of the expected tax further broken out by nature and/or jurisdiction, disclosure of income taxes paid, net of refunds received, broken out between federal and state and local income taxes and payments to individual jurisdictions representing five percent or more of the total income tax payments must also be separately disclosed.

The disclosures are effective for annual periods beginning after December 15, 2025, with early adoption permitted.

The disclosures in ASU 2023-09 should be applied on a prospective basis.

The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses.

The new guidance is effective for annual reporting periods after December 15, 2026, and interim periods with annual reporting periods beginning after December 15, 2027.

Early adoption of ASU 2024-03 is permitted.

The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

Note 2 Marketable Securities

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Both interest and dividends are recognized in “Investment income and interest expense” on the Company’s Consolidated Statements of Income.

The Company recognized investment income of $ 9.5 million, $ 3.8 million and $ 1.6 million which included unrealized losses of $ 275 thousand, $ 1.3 million and $ 900 thousand in the fiscal years ended December 30, 2023, December 31, 2022 and December 25, 2021, respectively.

The Company recognized investment income of $ 18.6 million, $ 9.5 million and $ 3.8 million which included unrealized gain in equity securities of $ 1.0 million, an unrealized loss in equity securities of $ 275 thousand, and an unrealized loss in equity securities of $ 1.3 million in the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively.

WEIS MARKETS, INC.

Note 2 Marketable Securities (continued)

Marketable securities, as of December 28, 2024 and December 30, 2023, consisted of:

7 unchanged sentences

Commercial Paper

WEIS MARKETS, INC.

(amounts in thousands)

5 unchanged sentences

Corporate and municipal bonds

Commercial paper

Maturities of marketable securities classified as available-for-sale at December 28, 2024, were as follows:

6 unchanged sentences

SERP Investments

The Company also maintains a non-qualified supplemental executive retirement plan (SERP) for certain of its associates which allows them to defer income to future periods.

The Company also maintains a non-qualified supplemental executive retirement plan (SERP) for certain of its employees which allows them to defer income to future periods.

Participants in the plans earn a return on their deferrals based on mutual fund investments.

1 unchanged sentence

Such investments are reported on the Company’s Consolidated Balance Sheets as “SERP investment,” are classified as trading securities and are measured at fair value using Level 1 inputs with gains and losses included in “Investment income and interest expense” on the Company’s Consolidated Statements of Income.

The Company recognized investment income of $ 3.7 million in the fiscal year ended December 30, 2023, investment loss of $ 3.8 million in the fiscal year ended December 31, 2022 and investment income of $ 3.4 million in the fiscal year ended December 25, 2021, respectively.

The changes in the underlying liability to the associates are recorded in “Other income (expense).”

The Company recognized investment income of $ 3.4 million in the fiscal year ended December 28, 2024, investment income of $ 3.7 million in the fiscal year ended December 30, 2023 and investment loss of $ 3.8 million in the fiscal year ended December 31, 2022, respectively.

The changes in the underlying liability to the employees are recorded in “Other income (expense).”

WEIS MARKETS, INC.

Note 3 Inventories

3 unchanged sentences

If all inventories were valued on the average cost method, which approximates current cost, total inventories would have been $ 110.9 million and $ 110.3 million higher than as reported on the above methods as of December 28, 2024, and December 30, 2023, respectively.

WEIS MARKETS, INC.

Note 4 Property and Equipment

22 unchanged sentences

Present value of lease liabilities

WEIS MARKETS, INC.

Note 5 Lease Commitments (continued)

The following is a schedule of weighted-average remaining lease terms and weighted-average discount rates as of December 28, 2024, December 30, 2023, and December 31, 2022.

12 unchanged sentences

Right of use assets obtained in exchange for operating lease liabilities

WEIS MARKETS, INC.

Note 6 Retirement Plans

6 unchanged sentences

The Company has a qualified retirement savings plan, the Weis Markets, Inc.

Retirement Savings Plan, covering substantially all associates.

Retirement Savings Plan, covering substantially all employees.

Employer contributions are made at the sole discretion of the Company.

In 2022, the plan was adjusted to benefit more associates by eliminating the noncontributory profit-sharing component and increasing the contributory component to $ 0.50 for every dollar that all eligible associates contributed to the plan, up to 6 % of their eligible pay.

The Company maintains a non-qualified deferred compensation plan for the payment of specific amounts of annual retirement benefits to certain officers or their beneficiaries over an actuarially computed normal life expectancy.

Currently, there are no active officers in the plan.

In 2022, the plan was adjusted to benefit more employees by eliminating the noncontributory profit-sharing component and increasing the contributory component to $ 0.50 for every dollar that all eligible employeess contributed to the plan, up to 6 % of their eligible pay.

The Company maintained a non-qualified deferred compensation plan for the payment of specific amounts of annual retirement benefits to certain officers or their beneficiaries over an actuarially computed normal life expectancy.

The expected payments under the plan provisions were determined through actuarial calculations dependent on the age of the recipient, using an assumed discount rate.

The plan is unfunded and accounted for on an accrual basis.

The recorded liability at December 30, 2023 is $ 3.4 million which is based on expected payments to be made over the remaining lives of the beneficiaries.

This amount is included in “Accrued expenses” and “Postretirement benefit obligations” in the Consolidated Balance Sheets.

The expected payment amounts are approximately $ 1.0 million for 2024 and for the years thereafter dependent on the lives of the beneficiaries.

The Company also maintains a non-qualified supplemental executive retirement plan covering highly compensated associates.

As of December 28, 2024, there are no active participants in the plan.

A benefit payment of approximately $ 1.0 million was made in 2024 and the $ 2.4 million remaining liability was reversed.

The Company also maintains a non-qualified supplemental executive retirement plan covering highly compensated employees.

This plan is designed to provide retirement benefits and salary deferral opportunities because of limitations imposed by the Internal Revenue Code and the Regulations implemented by the Internal Revenue Service.

4 unchanged sentences

The present value of accumulated benefits amounted to $ 31.1 million and $ 26.7 million at December 28, 2024 and December 30, 2023, respectively, and is included in “Postretirement benefit obligations” in the Consolidated Balance Sheets.

WEIS MARKETS, INC.

Note 7 Revenue Recognition

The Chief Operating Officer, the Company’s chief operating decision maker, analyzed store operational revenues by geographical area but each area offers customers similar product, has similar distribution methods, and supported by centralized management processes.

The Company’s operations are reported as a single reportable segment .

The following table represents net sales by product category for years ending December 30, 2023, December 31, 2022 and December 25, 2021.

The following table represents net sales by product category and other revenue for years ending December 28, 2024, December 30, 2023 and December 31, 2022.

52 Weeks Ended

7 unchanged sentences

Total net sales

Other revenue

Total revenue

Note 8 Segment Reporting

The Company manages the business activities on a consolidated basis and has one operating segment:

The Company derives all its revenue from sales within Pennsylvania and surrounding states.

The Company’s retail segment derives revenues from customers through the retail sale of a range of products including grocery, pharmaceutical and fuel from company owned supermarkets.

See Note 7 for the disaggregation of revenue by product category.

The accounting policies of the Company’s single segment are the same as those described in the Company’s Significant Accounting Policies.

The Company’s chief operating decision maker is the Chief Operating Officer.

The chief operating decision maker assesses performance for the segment and decides how to allocate resources based on operating income and net income that is also reported on the accompanying Consolidated Statements of Income.

The measure of segment assets used to assess performance and allocate resources is reported on the Consolidated Balance Sheets as total assets.

The chief operating decision maker uses operating income and net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the segment, such as for acquisitions.

Operating income and net income are used to monitor budget versus actual results.

The chief operating decision maker also uses operating income and net income in competitive analysis by benchmarking to the Company’s competitors.

The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment.

WEIS MARKETS, INC.

Note 8 Segment Reporting (continued)

The following table presents the retail segment’s revenue, significant segment expenses, and segment operating and net income for the years ended December 28, 2024, December 30, 2023, and December 31, 2022:

(amounts in thousands)

Other revenue (1)

Total revenue

Cost of sales - stores

Labor - stores

Depreciation and amortization - stores (2)

Occupancy - stores

All other expense - stores (3)

Administration, manufacturing, and property management expense

Distribution and transportation

Income from operations

Other income (expense) (4)

Investment income (loss) and interest expense

Provision for income taxes

(1) Other revenue represents commission income as described in Note 1.

(2) Segment depreciation and amortization expense, for stores and non-stores, for the years ended December 28, 2024, December 30, 2023 and December 31, 2022 was $ 114 million, $ 108 million and $ 104 million respectively.

Segment additions of long-lived assets for the years ended December 28, 2024, December 30, 2023 and December 31, 2022 was $ 169 million, $ 104 million and $ 122 million respectively.

(3) All other expense consists of all other store controllable and fixed expenses, such as financial services fees, utilities, and outside services.

(4) Other income (expenses) consists of gains (losses) on SERP investments.

Note 9 Accumulated Other Comprehensive Income

12 unchanged sentences

Accumulated other comprehensive income (loss) balance as of December 28, 2024

WEIS MARKETS, INC.

Note 10 Income Taxes

9 unchanged sentences

The effective income tax rate was 26.8 %, 29.2 % and 22.1 % in 2024, 2023, and 2022, respectively.

The effective income tax rate differs from the federal statutory rate of 21 % primarily due to state taxes as well as nondeductible employee-related expenses.

The effective income tax rate differs from the federal statutory rate of 21 % primarily due to state taxes, federal and state tax credits, and nondeductible employee-related expenses.

The Company reduced its provision for income taxes by $ 5.5 million in 2022 primarily due to the effects of Pennsylvania House Bill 1342 which was enacted on July 8, 2022.

The bill made significant changes to the Commonwealth’s corporate income tax laws which included lowering the tax rate gradually from 9.99 % in 2022 to 4.99 % in 2031.

The bill made significant changes to the Commonwealth’s corporate income tax laws which included lowering the tax rate gradually from 9.99 % in 2022 to 4.99 % in 2031, offset by taxable income changes, inclusive of, updating market sourcing rules, and codifying the economic nexus standard.

Cash paid for federal income taxes was $ 34.4 million, $ 23.0 million and $ 29.4 million in 2024, 2023 and 2022 respectively.

15 unchanged sentences

Unrealized gains on marketable securities

Nondeductible accruals and other

Total deferred tax liabilities

3 unchanged sentences

Unrecognized tax benefits at beginning of year

Increases based on tax positions related to the current year

Additions for tax positions of prior year

Reductions for tax positions of prior years

Expiration of the statute of limitations for assessment of taxes

Unrecognized tax benefits at end of year

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $ 0 in 2023, $ 3.6 million in 2022 and $ 1.7 million in 2021.

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $ 0 in 2024, $ 0 in 2023 and $ 3.6 million in 2022.

The Company or one of its subsidiaries files tax returns in the United States and various state jurisdictions.

The tax years subject to examination in the United States and in Pennsylvania, where the majority of the Company’s revenues are generated, are 2022 to 2024 .

The Company has net operating loss carryforwards of $ 14 million available for state income tax purposes.

The net operating losses will begin to expire starting in 2027.

The Company expects to fully utilize these net operating loss carryforwards.

WEIS MARKETS, INC.

Note 11 Acquisition of Business

Fiscal 2024 Acquisitions

On October 21, 2024, the Company purchased two Sunnyway Food stores located in South Central Pennsylvania.

The Company acquired these locations and their operations in an effort to expand its presence in the region.

The results of operations of the former Sunnyway Food stores acquisition are included in the accompanying Consolidated Financial Statements from the date of acquisition.

The two former Sunnyway Food stores contributed $ 5.4 million to sales in 2024.

The cash purchase price paid was $ 16.2 million for the property, equipment, inventories, and goodwill related to this purchase.

The Company accounted for this transaction as a business combination in accordance with the acquisition method.

The fair value of property and equipment were determined based on external appraisals.

Goodwill of $ 8.9 million has been recorded, based upon the expected benefits to be derived from new management business strategy and cost synergies.

The $ 8.9 million of goodwill is deductible for tax purposes.

The purchase price has been allocated to the acquired assets as follows:

(dollars in thousands)

October 21, 2024

Property and equipment

Total fair value of assets acquired

Note 12 Prior Year Revisions

As of December 28, 2024, the Company corrected the presentation of commission income which had previously been included in “Operating, general and administrative expenses” to be reflected as “Other revenue”.

The table below summarizes the effect of the correction of the previously reported Consolidated Financial Statements for the fiscal years ended December 30, 2023 and December 31, 2022.

December 30, 2023

December 31, 2022

Consolidated Statements of Income

As Previously

(dollars in thousands)

Other revenue

Total revenue

Operating, general and administrative expenses

Note 13 Fair Value Information

2 unchanged sentences

The Company’s SERP investments are classified as trading securities and are carried at fair value using Level 1 inputs.

WEIS MARKETS, INC.

Note 14 Commitments and Contingencies

2 unchanged sentences

In the opinion of Management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, and liquidity.

WEIS MARKETS, INC.

Note 15 Long-Term Debt

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

2 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

As described in Notes 1 and 9 of the consolidated financial statements, the Company is engaged principally in the retail sale of food in Pennsylvania and surrounding states.

The Company’s provision for income taxes is impacted based on interpretations of various state income tax laws.

Management prepared the Company’s provision for state income taxes using significant judgment when interpreting the provisions of state tax regulations and assessing the positions taken as a result of these considerations as to whether or not the amount of benefit recorded would be more likely than not to be sustained upon examination.

We identified the evaluation of the Company’s provision for state income taxes and its assessment of more likely than not surrounding state tax positions as a critical audit matter due to the significant judgments made by management when assessing the complex provisions of the tax laws and regulations.

Auditing the matter required significant auditor judgment and increased audit effort, including the use of our state tax professionals, in evaluating the recorded results of management’s tax positions and their assessment of the sustainability of these tax positions.

WEIS MARKETS, INC.

Our audit procedures related to the Company’s provision for state income taxes and its assessment of more likely than not surrounding state tax positions include the following, among others:

• We obtained an understanding of the relevant controls related to the determination of current and deferred taxes and the assessment of more likely than not surrounding state tax positions and tested such controls for design and operating effectiveness.

• We involved our state tax professionals to assist in evaluating the application of state tax regulations.

Our professionals developed an independent assessment of interpretations of state tax positions requiring significant judgement and compared them to the Company’s recorded positions.

• We tested the accuracy and completeness of the data and inputs used to calculate the effective state tax rate, current provision calculations, deferred tax assets/liabilities, more likely than not state tax positions assessment and income taxes receivable/payable rollforward.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Retail inventory and related cost of sales

3 unchanged sentences

The RIM inventory computations utilize critical inputs dependent on multiple information systems that capture and process high volume transactions that elevates the importance of data interfaces and reliability of information systems.

WEIS MARKETS, INC.

Our audit procedures related to the Company’s RIM inventory include the following, among others:

• We obtained an understanding of the relevant controls, including IT general controls, surrounding the retail inventory valuation process and tested such controls for design and operating effectiveness, including automated processes and transactional data interfaces and management’s review controls over these data inputs and the Company’s RIM calculation outputs.

● We obtained an understanding of the relevant controls, including IT application controls, surrounding the retail inventory valuation process and tested such controls for design and operating effectiveness, including automated processes and transactional data interfaces and management’s review controls over these data inputs and the Company’s RIM calculation outputs.

● We tested the accuracy and completeness of the key inputs into the RIM calculation, including purchases, sales, discounts, shrink and price changes (markdowns) by comparing the key inputs back to source information such as point of sale information via retail pricing and tender/cash receipts, third-party vendor invoices and third-party inventory count information, including testing of a rollforward from the inventory count date to year-end inventory valuation.

• We performed analytical procedures disaggregated by inventory category.

Such disaggregated analytical procedures included trend analysis of RIM inputs based on warehouse and direct store delivery purchases as percent of sales, cost of sales percentages compared to historical periods and trends, and discounts and markdown analytics based on inquiries with various Company personnel to assess the level of retail price changes due to pricing and promotional strategies and inflation/deflation within a category.

Additional analytics include trends analyses on store count and shrink results, store square footage analytics related to ending store level inventory values and gross profit analytics by category.

● We performed analytical procedures over cost of sales, disaggregated by cost category.

Such analytical procedures included an analysis of cost of sales as a percentage of sales compared to historical periods.

/s/ RSM US LLP

2 unchanged sentences

February 26, 2025

WEIS MARKETS, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Weis Markets, Inc.

Opinion on the Internal Control Over Financial Reporting

O pinion on the Internal Control Over Financial Reporting

WEIS MARKETS, INC.

We have audited Weis Markets, Inc.’s (the Company) internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 30, 2023 and December 31, 2022, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for the 52 week period ended December 30, 2023, the 53 week period ended December 31, 2022 and the 52 week period ended December 25, 2021, and the related notes to the consolidated financial statements and the financial statement schedule listed in the accompanying index, and our report dated February 28, 2024 expressed an unqualified opinion.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2024 and December 30, 2023, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for 52 week period ended December 28, 2024, the 52 week period ended December 30, 2023, and the 53 week period ended December 31, 2022, and the related notes to the consolidated financial statements and the financial statement schedule listed in the accompanying index, and our report dated February 26, 2025, expressed an unqualified opinion.

Basis for Opinion

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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-K

Item 8. Financial Statements and Supplementary Data