What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-12 compared with 2025-02-26 · 435 added, 77 removed, 566 unchanged (47% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except shares)

December 28, 2024

(amounts in thousands, except shares)

December 27, 2025

(As restated)

Cash and cash equivalents

2 unchanged sentences

Accounts receivable, net

Income taxes recoverable

Prepaid expenses and other current assets

16 unchanged sentences

Shareholders’ Equity

Common stock, no par value, 100,800,000 shares authorized, 33,047,807 shares issued, 26,898,443 shares outstanding

Common stock, no par value, 100,800,000 shares authorized, 33,047,807 shares issued, 24,744,597 shares outstanding as of December 27, 2025

Retained earnings

1 unchanged sentence

(Net of deferred taxes of $ 626 in 2025 and $ 1,029 in 2024)

Treasury stock at cost, 6,149,364 shares

Treasury stock at cost, 8,303,210 shares as of December 27, 2025

Total shareholders’ equity

1 unchanged sentence

See accompanying notes to Consolidated Financial Statements.

As of December 28, 2024, the number of shares outstanding was 26,898,443 and the number of shares of treasury stock was 6,149,364 .

WEIS MARKETS, INC.

2 unchanged sentences

For the Fiscal Years Ended December 27, 2025,

(As restated)

December 28, 2024 and December 30, 2023

12 unchanged sentences

See accompanying notes to Consolidated Financial Statements.

The weighted average shares reflects the change in the number of shares outstanding after the purchase of 2,153,846 shares on June 6, 2025 referenced in Note 13.

WEIS MARKETS, INC.

2 unchanged sentences

For the Fiscal Years Ended December 27, 2025,

(As restated)

December 28, 2024 and December 30, 2023

15 unchanged sentences

Income (Loss)

Balance at December 25, 2021

Balance at December 31, 2022 (As restated)

Net income (As restated)

Other comprehensive income (loss), net of tax

Dividends paid

Balance at December 31, 2022

Balance at December 30, 2023 (As restated)

Net income (As restated)

Other comprehensive income (loss), net of tax

Dividends paid

Balance at December 30, 2023

Balance at December 28, 2024 (As restated)

Other comprehensive income (loss), net of tax

Dividends paid

Share purchase

Balance at December 27, 2025

5 unchanged sentences

52 Weeks Ended

(amounts in thousands)

December 28, 2024

December 30, 2023

(amounts in thousands)

December 27, 2025

(As restated)

Cash flows from operating activities:

3 unchanged sentences

(Gain) loss on disposition of fixed assets

Unrealized (gain) loss in value of equity securities

(Gain) loss on equity securities

Deferred income taxes

14 unchanged sentences

Cash flows from financing activities:

Share purchase

Dividends paid

51 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 $ 1.0 million gain in 2024 and a $ 275 thousand loss in 2023.

The Company recognized a $ 1.3 million gain in 2025 and a $ 1.0 million gain in 2024.

See additional disclosures regarding marketable securities in Note 2 and Note 14.

(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 .

Accounts receivable as of December 31, 2023 amounted to $ 65.1 million.

(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.

In 2025, the Company increased goodwill by $ 4.4 million from the acquisition of a Saylor’s Market store, increasing goodwill to $ 65.7 million in 2025 from $ 61.3 million in 2024.

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

The Company’s intangible assets and related accumulated amortization at December 27, 2025, and December 28, 2024, consisted of the following:

6 unchanged sentences

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.

Estimated amortization expense for the next five fiscal years is approximately $ 1.6 million in 2026, $ 1.5 million in 2027, $ 327 thousand in 2028, $ 289 thousand in 2029 and $ 289 thousand in 2030.

As of December 27, 2025, 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.

WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

(l) Impairment of Long-Lived Assets (continued)

The results of impairment tests are subject to Management’s estimates and assumptions of projected cash flows and operating results.

1 unchanged sentence

However, a change in assumptions or market conditions could result in a change in estimated future cash flows and the likelihood of materially different reported results.

WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

(m) Self-Insurance

2 unchanged sentences

The other self-insurance liabilities including workers’ compensation are determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported.

The Company is self-insured for certain healthcare claims and stop-loss coverage is maintained for individual annual claim occurrences exceeding a $ 600 thousand specific deductible.

The Company is liable for workers’ compensation claims ranging from $ 1.0 million to $ 2.0 million per claim.

Property and casualty insurance coverage is maintained with outside carriers at deductible or retention levels ranging from $ 250 thousand to $ 1.0 million.

The Company is self-insured for certain healthcare claims and stop-loss coverage is maintained for individual annual claim occurrences exceeding a $ 600 thousand deductible with a specific aggregating deductible of $ 700 thousand.

The Company administers a self-insured commercial general liability program with a retention of $ 1.0 million per claim.

The Company also manages self-insured workers’ compensation programs in Pennsylvania and Maryland , each with a $ 2.0 million retention per claim.

In all other jurisdictions, including Delaware, New Jersey, New York, Virginia, and West Virginia workers’ compensation coverage is maintained with a $ 1.0 million deductible per claim.

Property and casualty insurance is placed with multiple carriers on either a per claim or per occurrence basis, with deductibles and retention levels varying by coverage, ranging from $ 0 to $ 2.0 million.

Significant assumptions used in the development of the actuarial estimates include reliance on the Company’s historical claims data including average monthly claims and average lag time between incurrence and reporting of the claim.

16 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.

Gift card breakage income is not material for the periods 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.

2 unchanged sentences

Commission income earned from these services are recorded when earned as a component of “Other revenue.” The Company recorded commission income of $ 18.3 million in 2025, $ 17.9 million in 2024, $ 17.6 million in 2023.

WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

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

1 unchanged sentence

Advertising costs, net of vendor paid cooperative advertising credits, are expensed as incurred which are primarily funded by vendor cooperative advertising credits and occur in the same period as the product is sold.

WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

(r) Vendor Allowances

23 unchanged sentences

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

WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

(v) Current Relevant Accounting Standards

1 unchanged sentence

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.

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):

2 unchanged sentences

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.

The Company adopted ASU 2023-09 prospectively for the fiscal year ended December 27, 2025.

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

3 unchanged sentences

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

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which modernizes the accounting for internal-use software costs by removing all references to prescriptive and sequential software development stages.

The new standard requires entities to consider whether significant development uncertainty has been resolved before starting to capitalize software costs and aligns disclosure requirements with ASC 360, Property, Plant, and Equipment.

The ASU is effective for annual and interim reporting periods beginning after December 15, 2027, and can be applied prospectively, retrospectively, or using a modified transition method, with early adoption permitted.

The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements and disclosures.

(w) Restatement

The prior period consolidated financial statements have been restated to correct errors.

See Note 12 for further details.

WEIS MARKETS, INC.

Note 2 Marketable Securities

4 unchanged sentences

Level 3 Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company’s marketable securities valued using Level 1 inputs include four public company equity securities, for which quoted market prices are available.

The Company’s marketable securities are valued using Level 1 inputs for the periods presented and included four public company equity securities, for which quoted market prices are available.

The Company’s bond and commercial paper portfolio is valued using Level 2 inputs.

5 unchanged sentences

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 $ 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)

The Company recognized investment income of $ 10.3 million, $ 18.6 million and $ 9.5 million which included an unrealized gain in equity securities of $ 1.3 million, an unrealized gain in equity securities of $ 1.0 million, and an unrealized loss in equity securities of $ 275 thousand in the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively.

As noted above, the Company divested a portion of its marketable securities portfolio selling $ 7.2 million in equity securities and $ 24.4 million in corporate and municipal bonds.

Consequently, the Company realized capital gains of $ 6.0 million from these transactions.

As of December 27, 2025, the Company held no equity securities and the marketable securities portfolio consisting of high grade corporate and municipal bonds and commercial paper totaled $ 97.1 million.

Marketable securities, as of December 27, 2025, and December 28, 2024, consisted of:

4 unchanged sentences

Available-for-sale:

Equity securities

Corporate and municipal bonds

8 unchanged sentences

Commercial paper

WEIS MARKETS, INC.

Note 2 Marketable Securities (continued)

Maturities of marketable securities classified as available-for-sale at December 27, 2025, were as follows:

10 unchanged sentences

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 $ 3.4 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 Company recognized investment income of $ 4.4 million in the fiscal year ended December 27, 2025, investment income of $ 3.4 million in the fiscal year ended December 28, 2024, and investment income of $ 3.7 million in the fiscal year ended December 30, 2023, respectively.

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

WEIS MARKETS, INC.

Note 3 Inventories

1 unchanged sentence

(amounts in thousands)

(As restated)

Management believes the use of the LIFO method for valuing certain inventories represents the most appropriate matching of costs and revenues in the Company’s circumstances.

7 unchanged sentences

Less accumulated depreciation and amortization

WEIS MARKETS, INC.

Note 5 Lease Commitments

15 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 27, 2025, December 28, 2024, and December 30, 2023.

12 unchanged sentences

Right of use assets obtained in exchange for operating lease liabilities

WEIS MARKETS, INC.

Note 6 Retirement Plans

2 unchanged sentences

Retirement savings plan

Profit Sharing

Deferred compensation plan

3 unchanged sentences

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

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 .

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.

As of December 27, 2025, there were no active participants or recorded liabilities for this plan.

In 2024, a benefit payment of approximately $ 1.0 million was made and the $ 2.4 million remaining liability was reversed.

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

5 unchanged sentences

The present value of accumulated benefits amounted to $ 33.4 million and $ 31.1 million at December 27, 2025, and December 28, 2024, respectively, and is included in “Postretirement benefit obligations” in the Consolidated Balance Sheets.

WEIS MARKETS, INC.

Note 7 Revenue Recognition

14 unchanged sentences

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.

The Company’s retail segment derives revenues from customers through the retail sale of a range of products including grocery, pharmacy 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.

WEIS MARKETS, INC.

Note 8 Segment Reporting (continued)

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

5 unchanged sentences

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 27, 2025, December 28, 2024, and December 30, 2023:

(amounts in thousands)

(As restated)

Other revenue (1)

16 unchanged sentences

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

WEIS MARKETS, INC.

Note 9 Accumulated Other Comprehensive Income

12 unchanged sentences

Accumulated other comprehensive income (loss) balance as of December 27, 2025

WEIS MARKETS, INC.

Note 10 Income Taxes

(amounts in thousands)

(As restated)

The following table presents the effective income tax rate reconciliation for the year ended December 27, 2025:

(amounts in thousands)

US federal statutory tax rate

State and local income tax, net of federal income tax effect (1)

Nontaxable or nondeductible items

Limitations on executive compensation

Changes in unrecognized tax benefits

Effective tax rate

(1) The state that contributes to the majority ( greater than 50% ) of the tax effect in this category is Pennsylvania for 2025.

WEIS MARKETS, INC.

Note 10 Income Taxes (continued)

The reconciliation of income taxes has been computed at the federal statutory rate of 21 % in 2025, 2024 and 2023.

Ending deferred tax liability has been computed at the federal statutory rate of 21 %.

The following table presents the effective income tax reconciliation for the years ended December 28, 2024, and December 30, 2023:

(amounts in thousands)

(As restated)

Income taxes at federal statutory rate

1 unchanged sentence

Nondeductible employee-related expenses

State deferred rate change

Provision for income taxes

1 unchanged sentence

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, offset by taxable income changes, inclusive of, updating market sourcing rules, and codifying the economic nexus standard.

Pennsylvania House Bill 1342 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.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

This legislation includes provisions that permanently extend the expiring elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation on qualifying property placed in service after January 19, 2025, and full expensing of domestic research and development expenditures.

As a result, the 2025 cash taxes decreased with no material impact to its effective tax rate.

Cash paid for federal income taxes was $ 13.8 million, $ 34.4 million and $ 23.0 million in 2025, 2024 and 2023, respectively.

Cash paid for state income taxes was $ 7.0 million, $ 8.7 million and $ 20.8 million in 2025, 2024 and 2023, respectively.

The following table presents the income taxes paid by jurisdiction for the year ended December 27, 2025:

(amounts in thousands)

Cash Payments (Refunds)

Percentage of Total

All other states

Total taxes paid

WEIS MARKETS, INC.

2 unchanged sentences

(amounts in thousands)

(As restated)

Deferred tax assets:

6 unchanged sentences

174 R&D capitalization

Unrealized (gains) or losses on marketable securities

Total deferred tax assets

Deferred tax liabilities:

Unrealized gains on marketable securities

Unrealized (gains) or losses on marketable securities

Nondeductible accruals and other

6 unchanged sentences

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 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.

2 unchanged sentences

Note 11 Acquisition of Business

Fiscal 2025 Acquisition

On January 21, 2025, the Company acquired and opened the former Saylor’s Market store located in Newville, Pennsylvania.

The completion of this acquisition expands the Company’s footprint in the Cumberland County region.

The results of operations of the former Saylor’s Market store is included in the accompanying Consolidated Financial Statements from the date of acquisition.

The former Saylor’s Market store contributed $ 17.0 million to sales in 2025.

The cash purchase price paid was $ 7.5 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 $ 4.4 million was recorded, based upon the expected benefits to be derived from new management business strategy and cost synergies.

The $ 4.4 million of goodwill is deductible for tax purposes.

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

Saylor's Markets Inc.

(dollars in thousands)

January 21, 2025

Property and equipment

Total fair value of assets acquired

Fiscal 2024 Acquisitions

13 unchanged sentences

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

Note 12 Restatements

The Company became aware of errors related to the overstatement of inventory and the understatement of cost of goods sold at a single meat product manufacturing plant.

The errors resulted from the misconduct of a single former non-executive employee and accumulated over multiple fiscal periods, impacting previously reported interim and annual periods through September 27, 2025.

The Company has determined the amount of the errors for the impacted periods, including the income tax provision effects, and has concluded the consolidated financial statements for the years ended December 28, 2024 and December 30, 2023, as well as the condensed consolidated interim 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 be restated.

Additionally, we have restated our retained earnings as of December 31, 2022 in the amount of $ 5.5 million net of taxes.

WEIS MARKETS, INC.

Note 12 Restatements (continued)

The tables below summarize the effect of the restatement of previously reported consolidated financial statements for the fiscal years ending December 28, 2024 and December 30, 2023, 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.

Consolidated Balance Sheets

As of September 27, 2025

As Previously

(amounts in thousands )

Income taxes recoverable

Total current assets

Deferred income taxes

Total liabilities

Retained earnings

Total shareholders' equity

Total liabilities and shareholders' equity

Consolidated Balance Sheets

As of June 28, 2025

As Previously

(amounts in thousands )

Income taxes recoverable

Total current assets

Deferred income taxes

Total liabilities

Retained earnings

Total shareholders' equity

Total liabilities and shareholders' equity

Consolidated Balance Sheets

As of March 29, 2025

As Previously

(amounts in thousands )

Total current assets

Income taxes payable

Total current liabilities

Deferred income taxes

Total liabilities

Retained earnings

Total shareholders' equity

Total liabilities and shareholders' equity

WEIS MARKETS, INC.

Note 12 Restatements (continued)

As of December 28, 2024

Consolidated Balance Sheets

As Previously

(amounts in thousands )

Total current assets

Deferred income taxes

Total liabilities

Retained earnings

Total shareholders' equity

Total liabilities and shareholders' equity

As of December 30, 2023

Consolidated Balance Sheets

As Previously

(amounts in thousands )

Total current assets

Deferred income taxes

Total liabilities

Retained earnings

Total shareholders' equity

Total liabilities and shareholders' equity

As of December 31, 2022

Consolidated Balance Sheets

As Previously

(amounts in thousands )

Total current assets

Deferred income taxes

Total liabilities

Retained earnings

Total shareholders' equity

Total liabilities and shareholders' equity

WEIS MARKETS, INC.

Note 12 Restatements (continued)

Consolidated Statements of Income

13 Weeks Ended

September 27, 2025

September 28, 2024

(amounts in thousands,

As Previously

(dollars in thousands)

Other revenue

Total revenue

Operating, general and administrative expenses

except per share amounts)

Cost of sales including advertising, warehousing, distribution

Gross profit on sales

Income from operations

Income before provision for income taxes

Provision for income taxes

Basic and diluted earnings per share

Consolidated Statements of Income

39 Weeks Ended

September 27, 2025

September 28, 2024

(amounts in thousands,

As Previously

except per share amounts)

Cost of sales including advertising, warehousing, distribution

Gross profit on sales

Income from operations

Income before provision for income taxes

Provision for income taxes

Basic and diluted earnings per share

Consolidated Statements of Income

13 Weeks Ended

June 28, 2025

June 29, 2024

(amounts in thousands,

As Previously

except per share amounts)

Cost of sales including advertising, warehousing, distribution

Gross profit on sales

Income from operations

Income before provision for income taxes

Provision for income taxes

Basic and diluted earnings per share

Consolidated Statements of Income

26 Weeks Ended

June 28, 2025

June 29, 2024

(amounts in thousands,

As Previously

except per share amounts)

Cost of sales including advertising, warehousing, distribution

Gross profit on sales

Income from operations

Income before provision for income taxes

Provision for income taxes

Basic and diluted earnings per share

WEIS MARKETS, INC.

Note 12 Restatements (continued)

Consolidated Statements of Income

13 Weeks Ended

March 29, 2025

March 30, 2024

(amounts in thousands,

As Previously

except per share amounts)

Cost of sales including advertising, warehousing, distribution

Gross profit on sales

Income from operations

Income before provision for income taxes

Provision for income taxes

Basic and diluted earnings per share

For the year ended December 28, 2024

Consolidated Statements of Income

As Previously

(amounts in thousands, except per share amounts)

Cost of sales including advertising, warehousing, distribution

Gross profit on sales

Income from operations

Income before provision for income taxes

Provision for income taxes

Basic and diluted earnings per share

For the year ended December 30, 2023

Consolidated Statements of Income

As Previously

(amounts in thousands, except per share amounts)

Cost of sales including advertising, warehousing, distribution

Gross profit on sales

Income from operations

Income before provision for income taxes

Provision for income taxes

Basic and diluted earnings per share

13 Weeks Ended

Consolidated Statements of Comprehensive Income

September 27, 2025

September 28, 2024

As Previously

(amounts in thousands)

Comprehensive income, net of tax

39 Weeks Ended

Consolidated Statements of Comprehensive Income

September 27, 2025

September 28, 2024

As Previously

(amounts in thousands)

Comprehensive income, net of tax

WEIS MARKETS, INC.

Note 12 Restatements (continued)

13 Weeks Ended

Consolidated Statements of Comprehensive Income

June 28, 2025

June 29, 2024

As Previously

(amounts in thousands)

Comprehensive income, net of tax

26 Weeks Ended

Consolidated Statements of Comprehensive Income

June 28, 2025

June 29, 2024

As Previously

(amounts in thousands)

Comprehensive income, net of tax

13 Weeks Ended

Consolidated Statements of Comprehensive Income

March 29, 2025

March 30, 2024

As Previously

(amounts in thousands)

Comprehensive income, net of tax

For the year ended December 28, 2024

Consolidated Statement of Comprehensive Income

As Previously

(amounts in thousands)

Comprehensive income, net of tax

For the year ended December 30, 2023

Consolidated Statement of Comprehensive Income

As Previously

(amounts in thousands)

Comprehensive income, net of tax

39 Weeks Ended

Consolidated Statement of Cash Flows

September 27, 2025

September 28, 2024

As Previously

(amounts in thousands)

Deferred income taxes

Net cash provided by operating activities

WEIS MARKETS, INC.

Note 12 Restatements (continued)

26 Weeks Ended

Consolidated Statement of Cash Flows

June 28, 2025

June 29, 2024

As Previously

(amounts in thousands)

Deferred income taxes

Net cash provided by operating activities

13 Weeks Ended

Consolidated Statement of Cash Flows

March 29, 2025

March 30, 2024

As Previously

(amounts in thousands)

Deferred income taxes

Net cash provided by operating activities

For the year ended December 28, 2024

Consolidated Statement of Cash Flows

As Previously

(amounts in thousands)

Deferred income taxes

Net cash provided by operating activities

For the year ended December 30, 2023

Consolidated Statement of Cash Flows

As Previously

(amounts in thousands)

Deferred income taxes

Net cash provided by operating activities

For the year ended December 31, 2022

Consolidated Statement of Cash Flows

As Previously

(amounts in thousands)

Deferred income taxes

Net cash provided by operating activities

WEIS MARKETS, INC.

Note 13 Related Party Share Purchase Agreement Transaction

On June 6, 2025, the Company purchased in a private transaction 2,153,846 shares of its common stock, no par value (the “Transaction”) for an aggregate purchase price of $ 140,000,000 , or approximately $ 65.00 per share, pursuant to a Share Purchase Agreement (the “Purchase Agreement”) among the trustees of The Patricia R.

Weis Marital Trust and The Patricia G.

Ross Weis Revocable Trust (collectively, the “Sellers”) and the Company.

The Sellers are affiliated with Jonathan H.

Weis, the Chairman, President, and CEO of the Company, and other members of the Weis family (collectively, the “Weis Family”).

The Sellers will use the proceeds from the sale principally to satisfy estate tax obligations of the estate of Patricia R.

Following the sale, the Sellers

continue to own 4,051,383 shares of Common Stock, and members of the Weis Family remain owners of approximately 61 % of the outstanding Common Stock.

The approximate $ 65.00 per share purchase price represented a 12.3 % discount to the closing price of the Common Stock as of June 5, 2025, a 15.6 % discount to the 30-day volume weighted average trading price of the Common Stock as of June 5, 2025, a 12.8 % discount to the 180-day volume weighted average trading price of the Common Stock as of June 5, 2025, and a 8.4 % discount to the 1-year volume weighted average trading price of the Common Stock as of June 5, 2025.

The Company funded the purchase by a combination of cash on hand and cash from the sale of marketable securities.

The Purchase Agreement contained customary representations, warranties, and covenants of the parties.

The Purchase Agreement was approved by the Company’s Board of Directors (other than Jonathan H.

Weis who recused himself from voting), after having been negotiated and recommended by a special committee of the Company’s Board of Directors (the “Special Committee”), consisting solely of disinterested, independent directors.

Kroll, LLC (acting through its Duff & Phelps Opinion Practice) was independent financial advisor to the Special Committee and provided a customary fairness opinion.

K&L Gates LLP acted as counsel to the Special Committee.

Reed Smith LLP was counsel to the Company, and Paul, Weiss, Rifkind, Wharton & Garrison LLP represented the Sellers.

The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on June 6, 2025.

The 2,153,846 shares in the Transaction represented 8 % of the 26,898,443 shares outstanding of the Company’s Common Stock as of June 6, 2025.

As of December 27, 2025, there are 24,744,597 shares outstanding.

For per share disclosures, a weighted-average shares outstanding calculation is used for the applicable reporting period.

In connection with the Transaction, the Company recognized approximately $ 1.2 million in legal and financial expenses shown within “Operating, general and administrative expenses” and recognized $ 1.4 million in excise tax liability or 1 % of the $ 140,000,000 aggregate purchase price shown within “Accounts payable and other liabilities”.

As a private transaction, the Transaction does not affect the Company’s 2004 existing share repurchase plan, which remains in effect with an authorized balance of 752,468 shares.

Note 14 Fair Value Information

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The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company.

The Company has not had an obligation on the Credit Agreement since the second quarter of 2018.

Interest expense related to long-term debt was $ 43 thousand, $ 45 thousand and $ 41 thousand for 2025, 2024 and 2023, respectively.

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We have audited the accompanying consolidated balance sheets of Weis Markets, Inc.

and its subsidiaries (the Company) as of December 28, 2024 and December 30, 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the 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 (collectively, the financial statements).

and its subsidiaries (the Company) as of December 27, 2025 and December 28, 2024, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for the 52 week period ended December 27, 2025, the 52 week period ended December 28, 2024 and the 52 week period ended December 30, 2023, and the related notes to the consolidated financial statements and schedule (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for the 52 week period ended December 27, 2025, the 52 week period ended December 28, 2024 and the 52 week period ended December 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s 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, and our report dated February 26, 2025, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Our report dated March 12, 2026 expressed an opinion that the Company had not maintained effective internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Emphasis of Matter

As discussed in Note 12 to the consolidated financial statements, the 2024 and 2023 consolidated financial statements have been restated to correct a misstatement.

Basis for Opinion

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Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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.

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 a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Retail inventory and related cost of sales

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We identified the auditing of RIM inventory as a critical audit matter due to the increased audit effort, including involvement of more experienced audit team members and our information technology (IT) professionals.

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.

The RIM inventory computations utilize critical

WEIS MARKETS, INC.

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.

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

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

Restatement of previously issued financial statements

As described in Note 12 to the consolidated financial statements, the Company became aware of errors related to the overstatement of inventory and the understatement of cost of goods sold at a single meat product manufacturing plant.

The errors accumulated over multiple fiscal periods, impacting previously reported interim and annual periods.

As a result, the Company restated its previously issued financial statements.

We identified the restatement of the prior period financial statements as a critical audit matter because of the significant audit effort necessary to evaluate the sufficiency of the Company’s analysis and to evaluate the multi-period impact of the misstatements on the historical financial information of the Company.

The audit effort involved the use of professionals with specialized skills and knowledge to assist in the evaluation of the restatement process.

Our audit procedures related to the Company’s restatement of previously issued financial statements include the following, among others:

● We obtained an understanding of the circumstances that led to the inventory quantity errors at the meat product manufacturing plant, inclusive of the Company’s evaluation of the matter.

● We observed a full physical inventory count conducted by management at the meat product manufacturing plant and performed independent counts on a test basis.

● We tested management’s rollback of inventory activity from the full physical inventory count to the fiscal reporting periods presented by selecting a sample of inventory receipts and shipments and agreeing dates and quantities to supporting documentation.

● We tested management’s computation for restating historical reporting periods, inclusive of the adjustments to inventory, cost of goods sold and income taxes.

/s/ RSM US LLP

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Philadelphia, Pennsylvania

February 26, 2025

March 12, 2026

WEIS MARKETS, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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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 27, 2025, 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 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.

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 27, 2025, 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 27, 2025 and December 28, 2024, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for the 52 week period ended December 27, 2025, December 28, 2024, December 30, 2023, and the related notes to the consolidated financial statements and the financial statement schedule listed in the accompanying index, and our report dated March 12, 2026 expressed an unqualified opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management's assessment.

There were deficiencies in the design and operation of controls for certain inventory amounts that resulted in an overstatement of inventory as of December 27, 2025 and in the Company’s previously issued financial statements.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 financial statements, and this report does not affect our report dated March 12, 2026 on those financial statements.

Basis for Opinion

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and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

WEIS MARKETS, INC.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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Philadelphia, Pennsylvania

February 26, 2025

March 12, 2026

WEIS MARKETS, INC.

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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