What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-12 compared with 2025-02-26 · 31 added, 29 removed, 76 unchanged (44% of the section changed)

1 unchanged sentence

The Company’s stock is traded on the New York Stock Exchange (ticker symbol WMK).

The approximate number of shareholders, including individual participants in security position listings on February 26, 2025 was 12,475.

The approximate number of shareholders, including individual participants in security position listings on March 12, 2026 was 15,765.

The following line graph compares the yearly percentage change in the cumulative total shareholder return on the Company’s common stock against the cumulative total return of the S&P Composite-500 Stock Index and the cumulative total return of a Company-selected group index that the Company deems most properly represents its “Peer Group”, for the period of five years.

The updated Peer group is made up of six retail grocers that the Company feels most closely relate to its size and business profile, including one national grocer the Company believes to be an industry market leader.

The companies making up the Peer Group, in no particular order, are, Ingles Markets, Inc.;

Koninklijke Ahold Delhaize N.V., added for the year ending December 28, 2024;

The Updated Peer Group is made up of five retail grocers that the Company feels most closely relate to its size and business profile, including one national grocer the Company believes to be an industry market leader.

The companies making up the Updated Peer Group, in no particular order, are, Ingles Markets, Inc.;

Koninklijke Ahold Delhaize N.V.;

Village Super Market, Inc.;

SpartanNash Co., added for the year ending December 28, 2024;

Sprouts Farmers Market, Inc.

and The Kroger Company.

Smart & Final Stores has been removed from the peer group due to the acquisition of the company by Apollo Global Management, LLC in June 2019.

SpartanNash Co.

has been removed from the Updated Peer Group due to the acquisition of the company by C&S Wholesale Grocers in September 2025.

The graph depicts $100 invested at the close of trading on the last trading day preceding the first day of the fifth preceding year in Weis Markets, Inc.

common stock, S&P 500, and the Peer Group.

common stock, S&P 500, and the Updated and Prior Peer Groups.

The cumulative total return assumes reinvestment of dividends.

15 unchanged sentences

● Critical Accounting Policies and Estimates - a discussion of accounting policies that require critical judgments and estimates.

Restatement of Previously Issued Financial Statements

The accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations gives effect to the restatement of the Company’s previously reported consolidated financial statements for the years ended December 28, 2024 and December 30, 2023.

As described in our Current Report on Form 8-K filed on February 20, 2026, the Audit Committee concluded that such previously issued financial statements and related previously reported unaudited consolidated financial statements for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024, the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024, and the thirteen weeks ended March 29, 2025 and March 30, 2024 should no longer be relied upon.

This restatement related to the Company’s overstatement of certain inventory amounts related to a single meat product manufacturing plant.

The Audit Committee oversaw an investigation of this matter with the assistance of outside counsel and forensic accountants.

Following the investigation, the Company determined that the overstatement resulted from the actions of a single former non-executive employee who intentionally altered inventory amounts.

Company management also re-evaluated the effectiveness of the Company’s internal control over financial reporting and identified material weaknesses in the Company’s internal control over financial reporting as of December 27, 2025, described in Part II, Item 9a.

“Control and Procedures” of this Form 10-K.

For additional information and a detailed discussion of the restatement, see Note 1 and Note 12 in the notes to our consolidated financial statements included in this Annual Report on Form 10-K.

Restatement adjustments have also been made to the previously reported unaudited consolidated financial statements for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024, the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024, and the thirteen weeks ended March 29, 2025 and March 30, 2024.

For additional information related to the interim period restatements, see Note 1 and Note 12 in the notes to our consolidated financial statements included in this Annual Report on Form 10-K.

WEIS MARKETS, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

Company Overview

Weis Markets is a conventional supermarket chain that operates 198 retail stores with approximately 22 thousand employees located in Pennsylvania and six surrounding states:

Weis Markets is a conventional supermarket chain that currently operates 202 retail stores with over 22 thousand employees located in Pennsylvania and six surrounding states:

Delaware, Maryland, New Jersey, New York, Virginia, and West Virginia.

4 unchanged sentences

Low, Low Price;

Weekly Hot Buys;

senior and military discounts;

1 unchanged sentence

The Loyalty program includes reward points that may be redeemed for discounts on items in store, at one of the Company’s fuel stations or one of its third-party fuel station partners.

Utilizing its own strategically located distribution center and transportation fleet, Weis Markets self distributes approximately 53% of product supplied to stores with the remaining being supplied by direct store vendors and regional wholesalers.

Utilizing its own strategically located distribution center and transportation fleet, Weis Markets self distributes approximately 52% of product supplied to stores with the remaining being supplied by direct store delivery vendors and regional wholesalers.

In addition, the Company has three manufacturing facilities which process milk, water, ice, ice cream and fresh meat products.

The corporate offices are located in Sunbury, Pennsylvania where the Company was founded in 1912.

WEIS MARKETS, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

Company Overview (continued)

The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 195 store locations.

13 unchanged sentences

The Company will continue to assess and upgrade underlying technologies to support human capital development as a strategic imperative for future growth.

WEIS MARKETS, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

Company Overview (continued)

● Become More Relevant to Consumers – Understanding the consumer is crucial to the Company’s strategic plan.

8 unchanged sentences

As part of this strategy, Management is committed to offering its customers a strong combination of quality, service and value.

WEIS MARKETS, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

Company Overview (continued)

● Develop and Align Organizational Capabilities – The Company will elevate organizational capacity to support decision effectiveness and deliver consistent execution.

3 unchanged sentences

The Company believes these systems will continue to play a key role in the measurement of the Company’s strategic decisions and financial returns.

● Focus on Sustainability Strategies – The Company strives to be good stewards of the environment and makes this an important part of its overall mission.

● Focus on Sustainability Strategies and Community Stewardship – The Company strives to be good stewards of the environment and makes this an important part of its overall mission.

Its sustainability strategy operates under four key pillars:

green design, natural resource conservation, food and agricultural impact and community impact.

natural resource conservation, green design, community impact, and food and agricultural impact.

The goal of the sustainability strategy is to reduce the Company’s overall carbon footprint by reducing greenhouse gas emissions and reducing the impact on the environment.

In November 2025, the Company established the Weis Markets Charitable Foundation, Inc.

(the “Foundation”), a federal income tax-exempt nonprofit corporation organized under Internal Revenue Code Section 501(c)(3) as a public charity.

The Foundation’s mission is to continue to support and assist the local nonprofit organizations in communities where the Company operates.

The Company’s most recently published sustainability report is located at:

5 unchanged sentences

It is not recommended that this table be considered a substitute for the Company’s operating results as reported in accordance with GAAP.

Year-over-year and sequential comparisons are the primary calculations used to analyze operating results, however, due to significant fluctuations caused by the COVID-19 pandemic, inflation and declining government benefits, Management believes it is necessary to provide a Two-Year Stacked Comparable Store Sales analysis.

The following table provides the two-year stacked comparable store sales, excluding fuel and adjusted for an additional week in 2022 for the fiscal years ended December 28, 2024, and December 30, 2023, as well as fiscal years ended December 30, 2023, and December 31, 2022, respectively.

Percentage Change

Comparable store sales, adjusted for an additional week in 2022, excluding fuel (individual year)

Comparable store sales, adjusted for an additional week in 2022, excluding fuel (two-year stacked)

Comparable store sales, adjusted for an additional week in 2022 (individual year)

Comparable store sales, adjusted for an additional week in 2022 (two-year stacked)

Comparable store sales, excluding fuel (individual year)

Comparable store sales, excluding fuel (two-year stacked)

Comparable store sales (individual year)

Comparable store sales (two-year stacked)

The 2024 and 2023 years were comprised of 52 weeks, whereas the 2022 year was comprised of 53 weeks.

WEIS MARKETS, INC.

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 5. Market for Registrant’s Common Equity