WEIS MARKETS INC 10-K

Item 8. Financial Statements and Supplementary Data: WEIS MARKETS, INC. CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 28, 2024 (amounts in thousands, except shares) ​ ​ ​ December 27, 2025 ​ ​ ​ (As restated) Assets ​ ​ ​ ​ ​ ​ Current: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 117,091 ​ $ 190,323 Marketable securities ​ ​ 97,091 ​ ​ 191,971 SERP investment ​ ​ 33,391 ​ ​ 31,123 Accounts receivable, net ​ ​ 95,416 ​ ​ 81,567 Inventories ​ ​ 287,532 ​ ​ 292,037 Income taxes recoverable ​ ​ 6,624 ​ ​ — Prepaid expenses and other current assets ​ ​ 44,090 ​ ​ 40,980 Total current assets ​ ​ 681,235 ​ ​ 828,002 Property and equipment, net ​ ​ 1,089,945 ​ ​ 1,011,498 Operating lease right-to-use ​ ​ 165,070 ​ ​ 165,760 Goodwill ​ ​ 65,691 ​ ​ 61,255 Intangible and other assets, net ​ ​ 25,418 ​ ​ 24,066 Total assets ​ $ 2,027,359 ​ $ 2,090,582 ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ Current: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 237,371 ​ $ 234,278 Accrued expenses ​ ​ 41,458 ​ ​ 34,196 Operating leases ​ ​ 39,640 ​ ​ 39,336 Accrued self-insurance ​ ​ 20,186 ​ ​ 19,729 Deferred revenue, net ​ ​ 14,072 ​ ​ 13,040 Income taxes payable ​ ​ — ​ ​ 2,724 Total current liabilities ​ ​ 352,727 ​ ​ 343,304 Postretirement benefit obligations ​ ​ 33,391 ​ ​ 31,123 Accrued self-insurance ​ ​ 25,147 ​ ​ 25,662 Operating leases ​ ​ 132,454 ​ ​ 134,127 Deferred income taxes ​ ​ 126,850 ​ ​ 107,686 Other ​ ​ 4,880 ​ ​ 15,044 Total liabilities ​ ​ 675,449 ​ ​ 656,946 Shareholders’ Equity ​ ​ ​ ​ ​ ​ 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 ​ ​ 9,949 ​ ​ 9,949 Retained earnings ​ ​ 1,635,974 ​ ​ 1,577,402 Accumulated other comprehensive income (loss) (Net of deferred taxes of $ 626 in 2025 and $ 1,029 in 2024) ​ ​ ( 1,756 ) ​ ​ ( 2,859 ) ​ ​ ​ 1,644,167 ​ ​ 1,584,492 Treasury stock at cost, 8,303,210 shares as of December 27, 2025 ​ ​ ( 292,257 ) ​ ​ ( 150,857 ) Total shareholders’ equity ​ ​ 1,351,910 ​ ​ 1,433,635 Total liabilities and shareholders’ equity ​ $ 2,027,359 ​ $ 2,090,582 ​ 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 . ​ ​ ​ 25 Table of Contents WEIS MARKETS, INC. CONSOLIDATED STATEMENTS OF INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (amounts in thousands, except shares and per share amounts) ​ ​ ​ ​ 2024 ​ 2023 For the Fiscal Years Ended December 27, 2025, ​ 2025 ​ (As restated) ​ (As restated) December 28, 2024 and December 30, 2023 ​ ​ ​ (52 weeks) ​ (52 weeks) ​ (52 weeks) Net sales ​ $ 4,939,373 ​ ​ ​ $ 4,773,880 ​ ​ ​ $ 4,696,950 Other revenue ​ ​ 18,336 ​ ​ 17,850 ​ ​ 17,623 Total revenue ​ ​ 4,957,709 ​ ​ 4,791,730 ​ ​ 4,714,573 Cost of sales, including advertising, warehousing and distribution expenses ​ ​ 3,717,846 ​ ​ 3,592,980 ​ ​ 3,539,054 Gross profit ​ ​ 1,239,863 ​ ​ 1,198,750 ​ ​ 1,175,519 Operating, general and administrative expenses ​ ​ 1,126,210 ​ ​ 1,072,364 ​ ​ 1,042,378 Income from operations ​ ​ 113,653 ​ ​ 126,386 ​ ​ 133,141 Investment income (loss) and interest expense ​ ​ 14,697 ​ ​ 21,970 ​ ​ 13,162 Other income (expense) ​ ​ ( 4,403 ) ​ ​ ( 3,409 ) ​ ​ ( 3,652 ) Income before provision for income taxes ​ ​ 123,947 ​ ​ 144,947 ​ ​ 142,651 Provision for income taxes ​ ​ 30,256 ​ ​ 38,923 ​ ​ 41,797 Net income ​ $ 93,691 ​ $ 106,024 ​ $ 100,854 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding, basic and diluted ​ ​ 25,685,425 ​ ​ 26,898,443 ​ ​ 26,898,443 Cash dividends per share ​ $ 1.36 ​ $ 1.36 ​ $ 1.36 Basic and diluted earnings per share ​ $ 3.65 ​ $ 3.94 ​ $ 3.75 ​ ​ 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. ​ ​ ​ ​ 26 Table of Contents WEIS MARKETS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ ​ ​ ​ 2024 ​ 2023 For the Fiscal Years Ended December 27, 2025, ​ 2025 ​ (As restated) ​ (As restated) December 28, 2024 and December 30, 2023 ​ ​ ​ (52 weeks) ​ (52 weeks) ​ (52 weeks) Net income ​ $ 93,691 ​ ​ ​ $ 106,024 ​ ​ ​ $ 100,854 Other comprehensive income (loss) by component, net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ Available-for-sale marketable securities ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized holding gains (losses) arising during period (Net of deferred taxes of $ 403 , $ 599 and $ 1,912 , respectively) ​ ​ 1,103 ​ ​ ( 1,666 ) ​ ​ 5,255 Other comprehensive income (loss), net of tax ​ ​ 1,103 ​ ​ ( 1,666 ) ​ ​ 5,255 Comprehensive income, net of tax ​ $ 94,794 ​ $ 104,358 ​ $ 106,109 ​ ​ See accompanying notes to Consolidated Financial Statements. ​ ​ ​ ​ 27 Table of Contents WEIS MARKETS, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ (amounts in thousands, except shares) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ Total For the Fiscal Years Ended December 27, 2025, ​ Common Stock ​ Retained ​ Comprehensive ​ Treasury Stock ​ Shareholders’ December 28, 2024 and December 30, 2023 ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Earnings ​ ​ ​ Income (Loss) ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Equity Balance at December 31, 2022 (As restated) ​ 33,047,807 ​ $ 9,949 ​ $ 1,443,689 ​ $ ( 6,449 ) ​ 6,149,364 ​ $ ( 150,857 ) ​ $ 1,296,332 Net income (As restated) ​ — ​ ​ — ​ ​ 100,854 ​ ​ — ​ — ​ ​ — ​ ​ 100,854 Other comprehensive income (loss), net of tax ​ — ​ ​ — ​ ​ — ​ ​ 5,255 ​ — ​ ​ — ​ ​ 5,255 Dividends paid ​ — ​ ​ — ​ ​ ( 36,582 ) ​ ​ — ​ — ​ ​ — ​ ​ ( 36,582 ) Balance at December 30, 2023 (As restated) ​ 33,047,807 ​ $ 9,949 ​ $ 1,507,962 ​ $ ( 1,193 ) ​ 6,149,364 ​ $ ( 150,857 ) ​ $ 1,365,861 Net income (As restated) ​ — ​ ​ — ​ ​ 106,024 ​ ​ — ​ — ​ ​ — ​ ​ 106,024 Other comprehensive income (loss), net of tax ​ — ​ ​ — ​ ​ — ​ ​ ( 1,666 ) ​ — ​ ​ — ​ ​ ( 1,666 ) Dividends paid ​ — ​ ​ — ​ ​ ( 36,582 ) ​ ​ — ​ — ​ ​ — ​ ​ ( 36,582 ) Balance at December 28, 2024 (As restated) ​ 33,047,807 ​ $ 9,949 ​ $ 1,577,402 ​ $ ( 2,859 ) ​ 6,149,364 ​ $ ( 150,857 ) ​ $ 1,433,635 Net income ​ — ​ ​ — ​ ​ 93,691 ​ ​ — ​ — ​ ​ — ​ ​ 93,691 Other comprehensive income (loss), net of tax ​ — ​ ​ — ​ ​ — ​ ​ 1,103 ​ — ​ ​ — ​ ​ 1,103 Dividends paid ​ — ​ ​ — ​ ​ ( 35,117 ) ​ ​ — ​ — ​ ​ — ​ ​ ( 35,117 ) Share purchase ​ — ​ ​ — ​ ​ — ​ ​ — ​ 2,153,846 ​ ​ ( 141,400 ) ​ ​ ( 141,400 ) Balance at December 27, 2025 ​ 33,047,807 ​ $ 9,949 ​ $ 1,635,974 ​ $ ( 1,756 ) ​ 8,303,210 ​ $ ( 292,257 ) ​ $ 1,351,910 ​ See accompanying notes to Consolidated Financial Statements. ​ ​ 28 Table of Contents WEIS MARKETS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 52 Weeks Ended 52 Weeks Ended ​ ​ 52 Weeks Ended December 28, 2024 December 30, 2023 (amounts in thousands) ​ ​ December 27, 2025 ​ ​ (As restated) ​ ​ (As restated) Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 93,691 ​ $ 106,024 ​ $ 100,854 Adjustments to reconcile net income to ​ ​ ​ ​ ​ ​ ​ ​ ​ net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 124,789 ​ ​ 113,875 ​ ​ 108,438 (Gain) loss on disposition of fixed assets ​ ​ ( 7,840 ) ​ ​ ( 4,447 ) ​ ​ ( 46 ) (Gain) loss on equity securities ​ ​ ( 1,313 ) ​ ​ ( 1,020 ) ​ ​ 275 Deferred income taxes ​ ​ 18,761 ​ ​ ( 6,755 ) ​ ​ 3,884 Unrealized (gain) loss in SERP ​ ​ ( 2,144 ) ​ ​ ( 2,987 ) ​ ​ ( 2,834 ) Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Inventories ​ ​ 4,655 ​ ​ ( 7,308 ) ​ ​ 1,162 Accounts receivable and prepaid expenses ​ ​ ( 16,959 ) ​ ​ ( 23,347 ) ​ ​ ( 18,564 ) Accounts payable and other liabilities ​ ​ 2,558 ​ ​ 11,364 ​ ​ 13,095 Income taxes ​ ​ ( 9,347 ) ​ ​ 2,208 ​ ​ ( 5,839 ) Other ​ ​ 355 ​ ​ ( 139 ) ​ ​ 1,176 Net cash provided by operating activities ​ ​ 207,206 ​ ​ 187,467 ​ ​ 201,602 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchase of property and equipment ​ ​ ( 202,381 ) ​ ​ ( 161,349 ) ​ ​ ( 104,010 ) Proceeds from the sale of property and equipment ​ ​ 10,109 ​ ​ 6,507 ​ ​ 867 Purchase of marketable securities ​ ​ ( 25,056 ) ​ ​ ( 163,638 ) ​ ​ ( 112,979 ) Proceeds from the sale and maturities of marketable securities ​ ​ 121,101 ​ ​ 195,662 ​ ​ 79,518 Acquisition of business ​ ​ ( 7,447 ) ​ ​ ( 16,225 ) ​ ​ — Purchase of intangible assets ​ ​ ( 1,523 ) ​ ​ ( 4,251 ) ​ ​ ( 1,075 ) Change in SERP investment ​ ​ ( 124 ) ​ ​ ( 1,485 ) ​ ​ ( 1,120 ) Net cash used in investing activities ​ ​ ( 105,321 ) ​ ​ ( 144,779 ) ​ ​ ( 138,800 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Share purchase ​ ​ ( 140,000 ) ​ ​ — ​ ​ — Dividends paid ​ ​ ( 35,117 ) ​ ​ ( 36,582 ) ​ ​ ( 36,582 ) Net cash used in financing activities ​ ​ ( 175,117 ) ​ ​ ( 36,582 ) ​ ​ ( 36,582 ) Net increase (decrease) in cash and cash equivalents ​ ​ ( 73,232 ) ​ ​ 6,106 ​ ​ 26,220 Cash and cash equivalents at beginning of year ​ ​ 190,323 ​ ​ 184,217 ​ ​ 157,997 Cash and cash equivalents at end of period ​ $ 117,091 ​ $ 190,323 ​ $ 184,217 ​ See accompanying notes to Consolidated Financial Statements. Cash paid for income taxes was $ 20.8 million, $ 43.1 million, $ 43.8 million in 2025, 2024 and 2023, respectively. Cash paid for interest related to long-term debt was $ 43 thousand, $ 45 thousand, $ 41 thousand in 2025, 2024 and 2023, respectively. ​ ​ 29 Table of Contents WEIS MARKETS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1 Summary of Significant Accounting Policies The following is a summary of the significant accounting policies utilized in preparing the Company’s Consolidated Financial Statements: (a) Description of Business Weis Markets, Inc. is a Pennsylvania business corporation founded in 1912 and incorporated in 1924. The Company is engaged principally in the retail sale of food in Pennsylvania and surrounding states. The Company’s operations are reported as a single reportable segment. There was no material change in the nature of the Company’s business during fiscal 2025. (b) Definition of Fiscal Year The Company’s fiscal year ends on the last Saturday in December. Fiscal 2025 was comprised of 52 weeks, ending on December 27, 2025. Fiscal 2024 was comprised of 52 weeks, ending on December 28, 2024. Fiscal 2023 was comprised of 52 weeks, ending on December 30, 2023. References to years in this Annual Report relate to fiscal years. (c) Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. (d) Use of Estimates Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates. (e) Cash and Cash Equivalents The Company maintains its cash balances in the form of core checking accounts and money market accounts. The Company maintains cash deposits with banks that at times exceed applicable insurance limits. The Company reduces its exposure to credit risk by maintaining such deposits with high quality financial institutions that Management believes are creditworthy. The Company considers investments with an original maturity of three months or less to be cash equivalents. Investment amounts classified as cash equivalents as of December 27, 2025, and December 28, 2024, totaled $ 49.0 million and $ 129.7 million, respectively. Consumer electronic payments accepted at the point of sale, including all credit card, debit card and electronic benefits transfer transactions that process in three days or less are classified as cash equivalents. Consumer electronic payment amounts classified as cash equivalents as of December 27, 2025, and December 28, 2024, totaled $ 41.5 million and $ 31.6 million, respectively. ​ ​ ​ ​ ​ ​ ​ ​ 30 Table of Contents WEIS MARKETS, INC. Note 1 Summary of Significant Accounting Policies (continued) (f) Marketable Securities Marketable securities consist of corporate and municipal bonds, commercial paper and equity securities. The Company invests primarily in high-grade marketable debt securities. The Company classifies all of its marketable securities as available-for-sale. Available-for-sale securities are recorded at fair value as determined by quoted market price based on national markets. To determine fair value the Company utilizes standard pricing procedures of its investment advisory firm(s), which include various third-party pricing services. If the cost of an investment exceeds its fair value, the Company evaluates general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. Unrealized holding gains and losses, net of the related tax effect, on corporate and municipal bonds and commercial paper are excluded from earnings and are reported as a separate component of shareholders’ equity until realized. Unrealized holding gains and losses on equity securities are recorded in investment income (loss) and interest expense. Dividend and interest income is recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of securities. Investment amounts classified as marketable securities as of December 27, 2025, and December 28, 2024, totaled $ 97.1 million and $ 192.0 million, respectively. 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 $ 1.3 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 Accounts receivable are stated net of an allowance for uncollectible accounts of $ 3.2 million and $ 3.4 million as of December 27, 2025, and December 28, 2024, respectively. The reserve balance relates to amounts due from pharmacy third party providers, retail customer returned checks, manufacturing customers, vendors and tenants. 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 December 31, 2023 amounted to $ 65.1 million. (h) Inventories Inventories are valued at the lower of cost or net realizable value, using both the retail inventory and average cost methods. The retail inventory method is commonly used by retail companies to determine cost and calculate gross margin based on applying a cost-to-retail ratio to each similar merchandise category’s ending retail value. The Company’s center store and pharmacy inventories are valued using last in, first out (LIFO). The Company’s fresh inventories are valued using average cost. The Company evaluates inventory shortages throughout the year based on actual physical counts in its facilities. Allowances for inventory shortages are recorded based on the results of these counts and to provide for estimated shortages from the last physical count to the financial statement date. (i) Property and Equipment Property and equipment are recorded at cost. Depreciation is provided on the cost of buildings and improvements and equipment using the straight-line method. Leasehold improvements are amortized using the straight-line method over the terms of the leases or the useful lives of the assets, whichever is shorter. Maintenance and repairs are expensed and renewals and betterments are capitalized. When assets are retired or otherwise disposed of, the assets and accumulated depreciation are removed from the respective accounts and any profit or loss on the disposition is credited or charged to “Operating, general and administrative expenses.” ​ ​ ​ ​ ​ 31 Table of Contents WEIS MARKETS, INC. Note 1 Summary of Significant Accounting Policies (continued) ​ (j) Leases The Company leases approximately 47 % of its open store facilities under operating leases that expire at various dates through 2038, with the remaining store facilities being owned. These leases generally provide for fixed annual rentals; however, several provide for minimum annual rentals plus variable lease costs related to real estate taxes and insurance as well as contingent rentals based on a percentage of annual sales or increases periodically based on inflation. These variable lease costs are not included in the measurement of the operating lease right-to-use assets or lease liabilities and are charged to the related expense category included in “Operating, general and administrative expenses.” Most of the leases contain multiple renewal options, under which the Company may extend the lease terms from 2 to 20 years . Additionally, the Company has operating leases for certain transportation and other equipment. The Company leases or subleases space to tenants in owned, vacated and open store facilities. Rental income is recorded when earned as a component of “Operating, general and administrative expenses.” (k) Goodwill and Intangible Assets Goodwill is not amortized but tested for impairment on an annual basis and between annual tests when indicators of impairment are identified. 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, 2025 ​ ​ ​ ​ ​ ​ ​ December 28, 2024 ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ (amounts in thousands) ​ ​ ​ Gross ​ ​ ​ Amortization ​ ​ ​ Net ​ ​ ​ Gross ​ ​ ​ Amortization ​ ​ ​ Net Liquor licenses ​ $ 16,410 ​ $ — ​ $ 16,410 ​ $ 16,394 ​ $ — ​ $ 16,394 Software license ​ ​ 3,656 ​ ​ 1,373 ​ ​ 2,283 ​ ​ 3,656 ​ ​ — ​ ​ 3,656 Asset acquisitions and other ​ 4,341 ​ 1,553 ​ 2,788 ​ 2,683 ​ 1,259 ​ 1,424 Total ​ $ 24,407 ​ $ 2,926 ​ $ 21,481 ​ $ 22,733 ​ $ 1,259 ​ $ 21,474 ​ 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 $ 1.6 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. (l) Impairment of Long-Lived Assets The Company periodically evaluates the period of depreciation or amortization for long-lived assets to determine whether current circumstances warrant revised estimates of useful lives. The Company completes an impairment test annually. The Company also reviews its property and equipment for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the net undiscounted cash flows expected to be generated by the asset. An impairment loss would be recorded for the excess of net book value over the fair value of the asset impaired. The fair value is estimated based on current market values or expected discounted future cash flows. 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. The results of impairment tests are subject to Management’s estimates and assumptions of projected cash flows and operating results. The Company believes that, based on current conditions, materially different reported results are not likely to result from long-lived asset impairments. 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. 32 Table of Contents WEIS MARKETS, INC. Note 1 Summary of Significant Accounting Policies (continued) (m) Self-Insurance 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. 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 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. ​ (n) Income Taxes The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company reviews the tax positions taken or expected to be taken on tax returns to determine whether and to what extent a benefit can be recognized in the Consolidated Financial Statements. Refer to Note 10 to the Consolidated Financial Statements for the amount of unrecognized tax benefits and other disclosures related to uncertain tax positions. To the extent interest and penalties would be assessed by taxing authorities on any underpayment of income tax, such amounts are accrued and classified as a component of income tax expense. (o) Earnings Per Share Earnings per share are based on the weighted-average number of common shares outstanding. (p) Revenue Recognition Revenue from the sale of products to the Company’s customers is recognized at the point of sale. Discounts provided to customers at the point of sale through the Weis Club Preferred Shopper loyalty program are recognized as a reduction in sales as products are sold. Periodically, the Company will run a point-based sales incentive program that rewards customers with future sales discounts. The Company makes reasonable and reliable estimates of the amount of future discounts based upon historical experience and its customer data tracking software. Sales are reduced rationally and systematically by these estimates over the life of the program. Discounts to customers at the point of sale provided by vendors, usually in the form of paper coupons, are not recognized as a reduction in sales provided the discounts are redeemable at any retailer that accepts those discounts. The Company records “Deferred revenue” for the sale of gift cards and revenue is recognized in “Net sales” at the time of customer redemption for products. 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 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. 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 $ 18.3 million in 2025, $ 17.9 million in 2024, $ 17.6 million in 2023. 33 Table of Contents WEIS MARKETS, INC. Note 1 Summary of Significant Accounting Policies (continued) (q) Cost of Sales, Including Advertising, Warehousing and Distribution Expenses “Cost of sales, including advertising, warehousing and distribution expenses” consists of direct product costs (net of discounts and allowances), advertising (net of vendor paid cooperative advertising credits), distribution center and transportation costs, as well as manufacturing facility operations. 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. (r) Vendor Allowances Vendor allowances related to the Company’s buying and merchandising activities are recorded as a reduction of cost of sales as they are earned, in accordance with the underlying agreement. Off-invoice and bill-back allowances are used to reduce direct product costs upon the receipt of goods. Promotional rebates and credits are accounted for as a reduction in the cost of inventory and recognized when the related inventory is sold. Volume incentive discounts are accounted for as a reduction of cost of sales and realized using estimated amounts at the time it is deemed probable that the incentive target will be reached. Long-term contract incentives, which require an exclusive vendor relationship, are allocated over the life of the contract. Promotional allowance funds for specific vendor-sponsored programs are recognized as a reduction of cost of sales as the program occurs and the funds are earned per the agreement. Cash discounts for prompt payment of invoices are realized in cost of sales as invoices are paid. Warehouse and back-haul allowances provided by suppliers for distributing their product through the Company’s distribution system are recorded in cost of sales offsetting costs incurred. Warehouse slotting allowances are recorded in cost of sales when new items are initially set up in the Company’s distribution system, which is when the related expenses are incurred and performance under the agreement is complete. Swell allowances for damaged goods are realized in cost of sales as provided by the supplier, helping to offset product shrink losses also recorded in cost of sales. Vendor allowances recorded as credits in cost of sales totaled $ 124.9 million in 2025, $ 122.9 million in 2024 and $ 106.9 million in 2023. Vendor paid cooperative advertising credits totaled $ 2.3 million in 2025, $ 2.8 million in 2024 and $ 3.1 million in 2023. These credits were netted against advertising costs within “Cost of Sales, including Advertising, Warehousing and Distribution expenses.” The Company had accounts receivable due from vendors of $ 431 thousand and $ 318 thousand for earned advertising credits and $ 11.0 million and $ 10.1 million for earned promotional discounts as of December 27, 2025, and December 28, 2024, respectively. The Company had $ 1.5 million and $ 1.6 million in unearned income included in accrued liabilities for unearned vendor programs under long-term contracts for display and shelf space allocation as of December 27, 2025, and December 28, 2024, respectively. (s) Operating, General and Administrative Expenses Business operating costs including expenses generated from administration and purchasing functions, are recorded in “Operating, general and administrative expenses” in the Consolidated Statements of Income. Business operating costs include items such as wages, benefits, utilities, repairs and maintenance, rent, insurance, depreciation, leasehold amortization and costs for outside provided services. (t) Advertising Costs The Company expenses advertising costs as incurred. The Company recorded advertising expense, before vendor paid cooperative advertising credits, of $ 26.4 million in 2025, $ 25.5 million in 2024, $ 24.2 million in 2023 in “Cost of Sales, including Advertising, Warehousing and Distribution Expenses.” (u) Rental Income The Company leases or subleases space to tenants in owned, vacated and open store facilities. Rental income is recorded when earned as a component of “Operating, general and administrative expenses.” All leases are operating leases. Refer to Note 5 to the Consolidated Financial Statements for further disclosure on operating leases and rental income. ​ ​ 34 Table of Contents WEIS MARKETS, INC. Note 1 Summary of Significant Accounting Policies (continued) (v) Current Relevant Accounting Standards The Company regularly monitors recently issued accounting standards and assesses their applicability and impact. The Company believes there are three accounting standard updates (ASU) that have or will have an impact on the Company’s disclosures. ​ 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 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): 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. ​ 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 35 Table of Contents WEIS MARKETS, INC. Note 2 Marketable Securities The Company’s marketable securities are all classified as available-for-sale within “Current Assets” in the Company’s Consolidated Balance Sheets. Financial Accounting Standards Board (FASB) has established three levels of inputs that may be used to measure fair value: Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2 Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and 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 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. The Company’s corporate and municipal bonds and commercial paper are valued using a combination of pricing for similar securities, recently executed transactions, cash flow models with yield curves and other pricing models utilizing observable inputs, which are considered Level 2 inputs. For Level 2 investment valuation, the Company utilizes standard pricing procedures of its investment advisory firm(s), which include various third-party pricing services. These procedures also require specific price monitoring practices as well as pricing review reports, valuation oversight and pricing challenge procedures to maintain the most accurate representation of investment fair market value. The Company accrues interest on its bond and commercial paper portfolio throughout the life of each bond and commercial paper held. Dividends from the equity securities are recognized as received. 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 $ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ (amounts in thousands) ​ Amortized ​ Unrealized ​ Unrealized ​ Fair December 27, 2025 ​ ​ ​ Cost ​ ​ ​ Holding Gains ​ ​ ​ Holding Losses ​ ​ ​ Value Available-for-sale: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate and municipal bonds ​ $ 94,527 ​ $ 2,105 ​ $ ( 4,519 ) ​ ​ 92,113 Commercial paper ​ ​ 4,946 ​ ​ 32 ​ ​ — ​ ​ 4,978 Total ​ $ 99,473 ​ $ 2,137 ​ $ ( 4,519 ) ​ $ 97,091 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ (amounts in thousands) ​ Amortized ​ Unrealized ​ Unrealized ​ Fair December 28, 2024 ​ ​ ​ Cost ​ ​ ​ Holding Gains ​ ​ ​ Holding Losses ​ ​ ​ Value Available-for-sale: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 5,930 Level 2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate and municipal bonds ​ $ 171,258 ​ $ 2,525 ​ $ ( 6,583 ) ​ ​ 167,201 Commercial paper ​ ​ 18,671 ​ ​ 169 ​ ​ — ​ ​ 18,840 Total ​ $ 189,930 ​ $ 2,695 ​ $ ( 6,583 ) ​ $ 191,971 ​ 36 Table of Contents WEIS MARKETS, INC. Note 2 Marketable Securities (continued) Maturities of marketable securities classified as available-for-sale at December 27, 2025, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized ​ Fair (amounts in thousands) ​ ​ ​ Cost ​ ​ ​ Value Available-for-sale: ​ ​ ​ ​ ​ ​ Due within one year ​ $ 8,598 ​ $ 8,590 Due after one year through five years ​ ​ 30,573 ​ ​ 29,550 Due after five years through ten years ​ ​ 7,761 ​ ​ 7,612 Due after ten years ​ ​ 52,541 ​ ​ 51,339 Total ​ $ 99,473 ​ $ 97,091 ​ SERP Investments 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. The Company chooses to invest in the underlying mutual fund investments to offset the liability associated with the non-qualified deferred compensation plans. 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 $ 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).” ​ Note 3 Inventories Inventories, as of December 27, 2025, and December 28, 2024, were valued as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 (amounts in thousands) ​ ​ ​ 2025 ​ ​ ​ (As restated) LIFO ​ $ 196,597 ​ $ 198,029 Average cost ​ 90,935 ​ 94,008 Total ​ $ 287,532 ​ $ 292,037 ​ 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. If all inventories were valued on the average cost method, which approximates current cost, total inventories would have been $ 90.9 million and $ 94.0 million higher than as reported on the above methods as of December 27, 2025, and December 28, 2024, respectively. ​ ​ Note 4 Property and Equipment Property and equipment, as of December 27, 2025, and December 28, 2024, consisted of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Useful Life ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ ​ ​ (in years) ​ ​ ​ 2025 ​ ​ ​ 2024 Land ​ ​ ​ $ 166,130 ​ $ 160,282 Buildings and improvements ​ 10 - 60 ​ ​ 971,529 ​ ​ 876,022 Equipment ​ 3 - 12 ​ ​ 1,576,633 ​ ​ 1,488,166 Leasehold improvements ​ 2 - 20 ​ ​ 251,816 ​ ​ 242,295 Total, at cost ​ ​ ​ ​ 2,966,108 ​ ​ 2,766,765 Less accumulated depreciation and amortization ​ ​ ​ ​ 1,876,163 ​ ​ 1,755,267 Total ​ ​ ​ $ 1,089,945 ​ $ 1,011,498 ​ ​ ​ ​ 37 Table of Contents WEIS MARKETS, INC. Note 5 Lease Commitments The following is a schedule of the lease costs included in “Operating, general and administrative expenses” for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 52 Weeks Ended 52 Weeks Ended 52 Weeks Ended (amounts in thousands) ​ ​ December 27, 2025 ​ ​ December 28, 2024 ​ ​ December 30, 2023 Operating lease cost ​ $ 46,548 ​ $ 46,179 ​ $ 47,187 Variable lease cost ​ ​ 11,680 ​ ​ 11,079 ​ ​ 11,335 Lease or sublease income ​ ​ ( 11,311 ) ​ ​ ( 10,572 ) ​ ​ ( 10,210 ) Net lease cost ​ $ 46,917 ​ $ 46,686 ​ $ 48,312 ​ ​ The following is a schedule by year of the future minimum rental payments required under operating leases and total minimum sublease and lease rental income to be received as of December 27, 2025. ​ ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ ​ ​ Leases ​ ​ ​ Subleases 2026 ​ $ 47,882 $ ( 5,792 ) 2027 ​ ​ 42,921 ​ ( 5,012 ) 2028 ​ ​ 35,174 ​ ( 3,653 ) 2029 ​ ​ 26,296 ​ ( 2,725 ) 2030 ​ ​ 16,459 ​ ( 2,085 ) Thereafter ​ ​ 34,273 ​ ( 1,973 ) Total lease payments ​ $ 203,005 $ ( 21,240 ) Less: interest ​ ​ 30,911 ​ - Present value of lease liabilities ​ ​ 172,094 ​ ( 21,240 ) ​ ​ 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. ​ ​ ​ ​ ​ ​ ​ ​ Lease Term and Discount Rate ​ ​ ​ December 27, 2025 ​ ​ ​ December 28, 2024 ​ ​ ​ December 30, 2023 Weighted-average remaining lease term ​ 3.68 ​ 3.56 ​ 3.63 Weighted-average discount rate ​ 4.14 % ​ 4.08 % ​ 3.43 % ​ ​ ​ ​ The following is a schedule of supplemental cash flow information related to leases as of December 27, 2025, December 28, 2024, and December 30, 2023. ​ ​ ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ ​ ​ December 27, 2025 ​ ​ ​ December 28, 2024 ​ ​ ​ December 30, 2023 Cash paid for amounts included in the measurement of operating lease liabilities ​ 47,726 ​ 47,203 ​ 48,476 Right of use assets obtained in exchange for operating lease liabilities ​ 45,241 ​ 40,163 ​ 39,928 ​ 38 Table of Contents WEIS MARKETS, INC. Note 6 Retirement Plans The following is a schedule of the retirement plan costs for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Retirement savings plan ​ 6,526 ​ 5,976 ​ 5,882 Deferred compensation plan ​ — ​ ( 2,381 ) ​ 821 Supplemental executive retirement plan ​ 747 ​ 793 ​ 875 Total ​ $ 7,273 ​ $ 4,388 ​ $ 7,578 ​ The Company has a qualified retirement savings plan, the Weis Markets, Inc. Retirement Savings Plan, covering substantially all employees. Employer contributions are made at the sole discretion of the Company. ​ 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 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. 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. This plan is unfunded and accounted for on an accrual basis. Plan participants are 100 % vested in their accounts after three years of service with the Company. Benefits are distributed among participants upon termination or retirement. Substantial risk of benefit forfeiture does exist for participants in this plan. 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. ​ Note 7 Revenue Recognition The following table represents net sales by product category and other revenue for years ending December 27, 2025, December 28, 2024, and December 30, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 52 Weeks Ended ​ 52 Weeks Ended ​ 52 Weeks Ending ​ ( amounts in thousands ) ​ December 27, 2025 ​ December 28, 2024 ​ December 30, 2023 ​ Grocery ​ $ 4,012,189 ​ 81.3 % $ 3,927,461 ​ 82.3 % $ 3,921,041 ​ 83.5 % Pharmacy ​ ​ 671,749 ​ 13.6 ​ ​ 603,216 ​ 12.6 ​ ​ 527,010 ​ 11.2 ​ Fuel ​ ​ 248,425 ​ 5.0 ​ ​ 235,126 ​ 4.9 ​ ​ 239,665 ​ 5.1 ​ Manufacturing ​ ​ 7,010 ​ 0.1 ​ ​ 8,077 ​ 0.2 ​ ​ 9,233 ​ 0.2 ​ Total net sales ​ $ 4,939,373 ​ 100.0 % $ 4,773,880 ​ 100.0 % $ 4,696,950 ​ 100.0 % Other revenue ​ ​ 18,336 ​ ​ ​ ​ 17,850 ​ ​ ​ ​ 17,623 ​ ​ ​ Total revenue ​ $ 4,957,709 ​ ​ ​ $ 4,791,730 ​ ​ ​ $ 4,714,573 ​ ​ ​ ​ ​ ​ ​ ​ Note 8 Segment Reporting The Company manages the business activities on a consolidated basis and has one operating segment: retail. 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, 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. ​ 39 Table of Contents WEIS MARKETS, INC. Note 8 Segment Reporting (continued) 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. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 (amounts in thousands) ​ ​ ​ 2025 ​ ​ ​ (As restated) ​ ​ ​ (As restated) Net sales ​ $ 4,939,373 ​ $ 4,773,880 ​ $ 4,696,950 Other revenue (1) ​ ​ 18,336 ​ ​ 17,850 ​ ​ 17,623 Total revenue ​ ​ 4,957,709 ​ ​ 4,791,730 ​ ​ 4,714,573 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales - stores ​ ​ 3,629,431 ​ ​ 3,508,283 ​ ​ 3,491,616 Labor - stores ​ ​ 445,036 ​ ​ 425,333 ​ ​ 410,681 Depreciation and amortization - stores (2) ​ ​ 97,012 ​ ​ 90,890 ​ ​ 88,508 Occupancy - stores ​ ​ 88,094 ​ ​ 85,872 ​ ​ 84,345 All other expense - stores (3) ​ ​ 328,644 ​ ​ 312,690 ​ ​ 276,197 Administration, manufacturing, and property management expense ​ ​ 135,522 ​ ​ 131,114 ​ ​ 122,458 Distribution and transportation ​ ​ 120,317 ​ ​ 111,161 ​ ​ 107,626 Income from operations ​ ​ 113,653 ​ ​ 126,386 ​ ​ 133,141 Other income (expense) (4) ​ ​ ( 4,403 ) ​ ​ ( 3,409 ) ​ ​ ( 3,652 ) Investment income (loss) and interest expense ​ ​ 14,697 ​ ​ 21,970 ​ ​ 13,162 Provision for income taxes ​ ​ 30,256 ​ ​ 38,923 ​ ​ 41,797 Net income ​ $ 93,691 ​ $ 106,024 ​ $ 100,854 ​ (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 27, 2025, December 28, 2024, and December 30, 2023, was $ 125 million, $ 114 million and $ 108 million, respectively. Segment additions of long-lived assets for the years ended December 27, 2025, December 28, 2024, and December 30, 2023, was $ 205 million, $ 169 million and $ 104 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. ​ ​ 40 Table of Contents WEIS MARKETS, INC. Note 9 Accumulated Other Comprehensive Income All balances in accumulated other comprehensive income are related to available-for-sale marketable securities. The following table sets forth the balance of the Company’s accumulated other comprehensive income, net of tax. ​ ​ ​ ​ ​ ​ ​ Unrealized Gains (Losses) ​ ​ on Available-for-Sale (amounts in thousands) ​ ​ ​ Marketable Securities Accumulated other comprehensive income (loss) balance as of December 30, 2023 ​ $ ( 1,193 ) Other comprehensive income (loss) ​ ​ ( 1,666 ) Net current period other comprehensive income (loss) ​ ​ ( 1,666 ) Accumulated other comprehensive income (loss) balance as of December 28, 2024 ​ $ ( 2,859 ) Other comprehensive income (loss) ​ ​ 1,103 Net current period other comprehensive income (loss) ​ ​ 1,103 Accumulated other comprehensive income (loss) balance as of December 27, 2025 ​ $ ( 1,756 ) ​ ​ Note 10 Income Taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 (amounts in thousands) ​ ​ ​ 2025 ​ ​ ​ (As restated) ​ ​ ​ (As restated) Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 6,414 ​ $ 33,979 ​ $ 28,392 State ​ ​ 5,083 ​ ​ 11,699 ​ ​ 9,521 Deferred: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ 16,966 ​ ​ ( 7,058 ) ​ ​ 106 State ​ ​ 1,794 ​ ​ 303 ​ ​ 3,778 Total ​ $ 30,256 ​ $ 38,923 ​ $ 41,797 ​ The following table presents the effective income tax rate reconciliation for the year ended December 27, 2025: ​ ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ ​ ​ 2025 ​ ​ US federal statutory tax rate ​ $ 26,029 21.0 % State and local income tax, net of federal income tax effect (1) ​ ​ 5,252 4.2 ​ Nontaxable or nondeductible items ​ ​ ​ ​ ​ Limitations on executive compensation ​ ​ 1,246 1.0 ​ Other ​ ​ ( 1,217 ) ( 1.0 ) ​ Tax credits ​ ​ ( 1,682 ) ( 1.4 ) ​ Changes in unrecognized tax benefits ​ ​ ( 58 ) - ​ Other ​ ​ 687 0.6 ​ Effective tax rate ​ $ 30,256 24.4 % ​ (1) The state that contributes to the majority ( greater than 50% ) of the tax effect in this category is Pennsylvania for 2025. ​ ​ ​ ​ ​ ​ ​ ​ 41 Table of Contents 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. The following table presents the effective income tax reconciliation for the years ended December 28, 2024, and December 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 (amounts in thousands) ​ (As restated) ​ (As restated) Income taxes at federal statutory rate ​ $ 30,452 ​ $ 29,957 State income taxes, net of federal income tax benefit ​ ​ 8,594 ​ ​ 9,579 Nondeductible employee-related expenses ​ ​ 2,137 ​ ​ 2,709 Tax credits ​ ​ ( 1,450 ) ​ ​ - Other ​ ​ ( 810 ) ​ ​ ( 448 ) Provision for income taxes ​ $ 38,923 ​ $ 41,797 ​ The effective income tax rate was 24.4 %, 26.9 % and 29.3 % in 2025, 2024, and 2023, respectively. 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. 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) ​ ​ ​ ​ Jurisdiction Cash Payments (Refunds) Percentage of Total Federal $ 13,800 66.2 % Pennsylvania ​ 4,016 19.3 ​ Maryland ​ 2,224 10.7 ​ All other states ​ 805 3.8 ​ Total taxes paid $ 20,845 100.0 % ​ 42 Table of Contents WEIS MARKETS, INC. Note 10 Income Taxes (continued) The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities at December 27, 2025, and December 28, 2024, are: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 (amounts in thousands) ​ ​ ​ 2025 ​ ​ ​ (As restated) Deferred tax assets: ​ ​ ​ ​ ​ ​ Accounts receivable ​ $ 869 ​ $ 794 Employment incentives ​ ​ 3,412 ​ ​ 4,300 Self-insurance liability ​ ​ 9,107 ​ ​ 9,283 Postretirement benefit obligations ​ ​ 7,000 ​ ​ 6,454 Net operating loss and credit carryforwards ​ ​ 1,849 ​ ​ 1,533 Unrecognized tax benefits ​ ​ - ​ ​ 549 174 R&D capitalization ​ ​ 1,422 ​ ​ 6,411 Unrealized (gains) or losses on marketable securities ​ ​ 626 ​ ​ - Other ​ ​ - ​ ​ 116 Total deferred tax assets ​ ​ 24,285 ​ ​ 29,440 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Inventories ​ ​ ( 13,451 ) ​ ​ ( 7,348 ) Unrealized (gains) or losses on marketable securities ​ ​ - ​ ​ ( 223 ) Prepaids ​ ​ ( 10,765 ) ​ ​ ( 9,895 ) Nondeductible accruals and other ​ ​ ( 380 ) ​ ​ 382 Depreciation ​ ​ ( 126,539 ) ​ ​ ( 120,042 ) Total deferred tax liabilities ​ ​ ( 151,135 ) ​ ​ ( 137,126 ) Net deferred tax liability ​ $ ( 126,850 ) ​ $ ( 107,686 ) ​ The following table summarizes the activity related to the Company’s unrecognized tax benefits: ​ ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Unrecognized tax benefits at beginning of year ​ $ 2,616 ​ $ 6,384 Reductions for tax positions of prior years ​ ​ ( 74 ) ​ ​ ( 1,042 ) Settlements ​ ​ ( 2,542 ) ​ ​ ( 2,726 ) Unrecognized tax benefits at end of year ​ $ — ​ $ 2,616 ​ 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 . ​ ​ ​ ​ ​ 43 Table of Contents WEIS MARKETS, INC. 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 Inventories $ 150 Property and equipment ​ 2,861 Goodwill ​ 4,436 Total fair value of assets acquired $ 7,447 ​ 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: ​ ​ ​ ​ ​ 2 Sunnyway ​ Food Stores (dollars in thousands) October 21, 2024 Inventories $ 101 Property and equipment ​ 7,200 Goodwill ​ 8,924 Total fair value of assets acquired $ 16,225 ​ ​ 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. ​ ​ ​ ​ ​ 44 Table of Contents 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 (unaudited) ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands ) ​ Reported ​ Adjustment ​ As Restated Inventories ​ $ 323,375 ​ $ ( 21,628 ) ​ $ 301,747 Income taxes recoverable ​ ​ 9,807 ​ ​ 1,263 ​ ​ 11,070 Total current assets ​ ​ 679,705 ​ ​ ( 20,365 ) ​ ​ 659,340 Total assets ​ ​ 2,017,813 ​ ​ ( 20,365 ) ​ ​ 1,997,448 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ ​ 126,035 ​ ​ ( 4,462 ) ​ ​ 121,573 Total liabilities ​ ​ 674,385 ​ ​ ( 4,462 ) ​ ​ 669,923 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retained earnings ​ ​ 1,628,330 ​ ​ ( 15,903 ) ​ ​ 1,612,427 Total shareholders' equity ​ ​ 1,343,428 ​ ​ ( 15,903 ) ​ ​ 1,327,525 Total liabilities and shareholders' equity ​ $ 2,017,813 ​ $ ( 20,365 ) ​ $ 1,997,448 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Balance Sheets ​ As of June 28, 2025 (unaudited) ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands ) ​ Reported ​ Adjustment ​ As Restated Inventories ​ $ 316,609 ​ $ ( 19,819 ) ​ $ 296,790 Income taxes recoverable ​ ​ 83 ​ ​ 784 ​ ​ 867 Total current assets ​ ​ 659,032 ​ ​ ( 19,035 ) ​ ​ 639,997 Total assets ​ ​ 1,960,892 ​ ​ ( 19,035 ) ​ ​ 1,941,857 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ ​ 109,953 ​ ​ ( 4,462 ) ​ ​ 105,491 Total liabilities ​ ​ 628,709 ​ ​ ( 4,462 ) ​ ​ 624,247 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retained earnings ​ ​ 1,618,510 ​ ​ ( 14,573 ) ​ ​ 1,603,937 Total shareholders' equity ​ ​ 1,332,182 ​ ​ ( 14,573 ) ​ ​ 1,317,609 Total liabilities and shareholders' equity ​ $ 1,960,892 ​ $ ( 19,035 ) ​ $ 1,941,857 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Balance Sheets ​ As of March 29, 2025 (unaudited) ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands ) ​ Reported ​ Adjustment ​ As Restated Inventories ​ $ 314,309 ​ $ ( 18,121 ) ​ $ 296,188 Total current assets ​ ​ 806,471 ​ ​ ( 18,121 ) ​ ​ 788,350 Total assets ​ ​ 2,081,333 ​ ​ ( 18,121 ) ​ ​ 2,063,212 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income taxes payable ​ ​ 8,951 ​ ​ ( 335 ) ​ ​ 8,616 Total current liabilities ​ ​ 325,850 ​ ​ ( 335 ) ​ ​ 325,515 Deferred income taxes ​ ​ 111,149 ​ ​ ( 4,462 ) ​ ​ 106,687 Total liabilities ​ ​ 624,376 ​ ​ ( 4,797 ) ​ ​ 619,579 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retained earnings ​ ​ 1,601,129 ​ ​ ( 13,324 ) ​ ​ 1,587,805 Total shareholders' equity ​ ​ 1,456,957 ​ ​ ( 13,324 ) ​ ​ 1,443,633 Total liabilities and shareholders' equity ​ $ 2,081,333 ​ $ ( 18,121 ) ​ $ 2,063,212 ​ ​ ​ ​ 45 Table of Contents WEIS MARKETS, INC. ​ Note 12 Restatements (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 28, 2024 Consolidated Balance Sheets ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands ) ​ Reported ​ Adjustment ​ As Restated Inventories ​ $ 308,895 ​ $ ( 16,857 ) ​ $ 292,037 Total current assets ​ ​ 844,859 ​ ​ ( 16,857 ) ​ ​ 828,002 Total assets ​ ​ 2,107,438 ​ ​ ( 16,857 ) ​ ​ 2,090,582 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ ​ 112,149 ​ ​ ( 4,462 ) ​ ​ 107,686 Total liabilities ​ ​ 661,409 ​ ​ ( 4,462 ) ​ ​ 656,946 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retained earnings ​ ​ 1,589,797 ​ ​ ( 12,395 ) ​ ​ 1,577,402 Total shareholders' equity ​ ​ 1,446,031 ​ ​ ( 12,395 ) ​ ​ 1,433,635 Total liabilities and shareholders' equity ​ $ 2,107,438 ​ $ ( 16,857 ) ​ $ 2,090,582 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 30, 2023 Consolidated Balance Sheets ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands ) ​ Reported ​ Adjustment ​ As Restated Inventories ​ $ 296,157 ​ $ ( 11,527 ) ​ $ 284,630 Total current assets ​ ​ 832,214 ​ ​ ( 11,527 ) ​ ​ 820,687 Total assets ​ ​ 2,039,632 ​ ​ ( 11,527 ) ​ ​ 2,028,105 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ ​ 118,091 ​ ​ ( 3,051 ) ​ ​ 115,040 Total liabilities ​ ​ 665,296 ​ ​ ( 3,051 ) ​ ​ 662,245 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retained earnings ​ ​ 1,516,438 ​ ​ ( 8,476 ) ​ ​ 1,507,962 Total shareholders' equity ​ ​ 1,374,337 ​ ​ ( 8,476 ) ​ ​ 1,365,861 Total liabilities and shareholders' equity ​ $ 2,039,632 ​ $ ( 11,527 ) ​ $ 2,028,105 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022 Consolidated Balance Sheets ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands ) ​ Reported ​ Adjustment ​ As Restated Inventories ​ $ 293,274 ​ $ ( 7,482 ) ​ $ 285,792 Total current assets ​ ​ 741,170 ​ ​ ( 7,482 ) ​ ​ 733,688 Total assets ​ ​ 1,959,150 ​ ​ ( 7,482 ) ​ ​ 1,951,668 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ ​ 111,225 ​ ​ ( 1,980 ) ​ ​ 109,245 Total liabilities ​ ​ 657,316 ​ ​ ( 1,980 ) ​ ​ 655,336 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retained earnings ​ ​ 1,449,191 ​ ​ ( 5,502 ) ​ ​ 1,443,689 Total shareholders' equity ​ ​ 1,301,834 ​ ​ ( 5,502 ) ​ ​ 1,296,332 Total liabilities and shareholders' equity ​ $ 1,959,150 ​ $ ( 7,482 ) ​ $ 1,951,668 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 46 Table of Contents WEIS MARKETS, INC. ​ Note 12 Restatements (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Statements of Income ​ 13 Weeks Ended (unaudited) ​ September 27, 2025 ​ September 28, 2024 (amounts in thousands, ​ As Previously ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ except per share amounts) ​ Reported ​ Adjustment ​ As Restated ​ Reported ​ Adjustment ​ As Restated Cost of sales including advertising, warehousing, distribution ​ $ 933,619 ​ $ 1,809 ​ $ 935,428 ​ $ 895,092 ​ $ 1,806 ​ $ 896,898 Gross profit on sales ​ ​ 308,688 ​ ​ ( 1,809 ) ​ ​ 306,879 ​ ​ 295,015 ​ ​ ( 1,806 ) ​ ​ 293,209 Income from operations ​ ​ 22,375 ​ ​ ( 1,809 ) ​ ​ 20,566 ​ ​ 29,558 ​ ​ ( 1,806 ) ​ ​ 27,752 Income before provision for income taxes ​ ​ 24,086 ​ ​ ( 1,809 ) ​ ​ 22,277 ​ ​ 35,785 ​ ​ ( 1,806 ) ​ ​ 33,979 Provision for income taxes ​ ​ 5,853 ​ ​ ( 479 ) ​ ​ 5,374 ​ ​ 9,945 ​ ​ ( 478 ) ​ ​ 9,467 Net income ​ $ 18,233 ​ $ ( 1,330 ) ​ $ 16,903 ​ $ 25,840 ​ $ ( 1,328 ) ​ $ 24,512 Basic and diluted earnings per share ​ $ 0.74 ​ $ ( 0.05 ) ​ $ 0.69 ​ $ 0.96 ​ $ ( 0.05 ) ​ $ 0.91 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Statements of Income ​ 39 Weeks Ended (unaudited) ​ September 27, 2025 ​ September 28, 2024 (amounts in thousands, ​ As Previously ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ except per share amounts) ​ Reported ​ Adjustment ​ As Restated ​ Reported ​ Adjustment ​ As Restated Cost of sales including advertising, warehousing, distribution ​ $ 2,745,325 ​ $ 4,771 ​ $ 2,750,096 ​ $ 2,669,728 ​ $ 3,991 ​ $ 2,673,719 Gross profit on sales ​ ​ 916,554 ​ ​ ( 4,771 ) ​ ​ 911,783 ​ ​ 889,049 ​ ​ ( 3,991 ) ​ ​ 885,058 Income from operations ​ ​ 77,347 ​ ​ ( 4,771 ) ​ ​ 72,576 ​ ​ 89,409 ​ ​ ( 3,991 ) ​ ​ 85,418 Income before provision for income taxes ​ ​ 86,958 ​ ​ ( 4,771 ) ​ ​ 82,187 ​ ​ 103,441 ​ ​ ( 3,991 ) ​ ​ 99,450 Provision for income taxes ​ ​ 21,721 ​ ​ ( 1,263 ) ​ ​ 20,458 ​ ​ 28,178 ​ ​ ( 1,056 ) ​ ​ 27,122 Net income ​ $ 65,237 ​ $ ( 3,508 ) ​ $ 61,729 ​ $ 75,263 ​ $ ( 2,935 ) ​ $ 72,328 Basic and diluted earnings per share ​ $ 2.51 ​ $ ( 0.13 ) ​ $ 2.38 ​ $ 2.80 ​ $ ( 0.11 ) ​ $ 2.69 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Statements of Income ​ 13 Weeks Ended (unaudited) ​ June 28, 2025 ​ June 29, 2024 (amounts in thousands, ​ As Previously ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ except per share amounts) ​ Reported ​ Adjustment ​ As Restated ​ Reported ​ Adjustment ​ As Restated Cost of sales including advertising, warehousing, distribution ​ $ 910,431 ​ $ 1,698 ​ $ 912,129 ​ $ 886,695 ​ $ 1,161 ​ $ 887,856 Gross profit on sales ​ ​ 308,365 ​ ​ ( 1,698 ) ​ ​ 306,667 ​ ​ 299,024 ​ ​ ( 1,161 ) ​ ​ 297,863 Income from operations ​ ​ 31,937 ​ ​ ( 1,698 ) ​ ​ 30,239 ​ ​ 32,489 ​ ​ ( 1,161 ) ​ ​ 31,328 Income before provision for income taxes ​ ​ 35,068 ​ ​ ( 1,698 ) ​ ​ 33,370 ​ ​ 36,144 ​ ​ ( 1,161 ) ​ ​ 34,983 Provision for income taxes ​ ​ 8,541 ​ ​ ( 449 ) ​ ​ 8,092 ​ ​ 9,885 ​ ​ ( 307 ) ​ ​ 9,578 Net income ​ $ 26,526 ​ $ ( 1,249 ) ​ $ 25,277 ​ $ 26,259 ​ $ ( 854 ) ​ $ 25,405 Basic and diluted earnings per share ​ $ 1.01 ​ $ ( 0.05 ) ​ $ 0.96 ​ $ 0.98 ​ $ ( 0.03 ) ​ $ 0.95 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Statements of Income ​ 26 Weeks Ended (unaudited) ​ June 28, 2025 ​ June 29, 2024 (amounts in thousands, ​ As Previously ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ except per share amounts) ​ Reported ​ Adjustment ​ As Restated ​ Reported ​ Adjustment ​ As Restated Cost of sales including advertising, warehousing, distribution ​ $ 1,811,706 ​ $ 2,962 ​ $ 1,814,668 ​ $ 1,774,636 ​ $ 2,185 ​ $ 1,776,821 Gross profit on sales ​ ​ 607,866 ​ ​ ( 2,962 ) ​ ​ 604,904 ​ ​ 594,034 ​ ​ ( 2,185 ) ​ ​ 591,849 Income from operations ​ ​ 54,972 ​ ​ ( 2,962 ) ​ ​ 52,010 ​ ​ 59,852 ​ ​ ( 2,185 ) ​ ​ 57,667 Income before provision for income taxes ​ ​ 62,872 ​ ​ ( 2,962 ) ​ ​ 59,910 ​ ​ 67,657 ​ ​ ( 2,185 ) ​ ​ 65,472 Provision for income taxes ​ ​ 15,868 ​ ​ ( 784 ) ​ ​ 15,084 ​ ​ 18,233 ​ ​ ( 578 ) ​ ​ 17,655 Net income ​ $ 47,004 ​ $ ( 2,178 ) ​ $ 44,826 ​ $ 49,424 ​ $ ( 1,607 ) ​ $ 47,817 Basic and diluted earnings per share ​ $ 1.77 ​ $ ( 0.08 ) ​ $ 1.69 ​ $ 1.84 ​ $ ( 0.06 ) ​ $ 1.78 ​ ​ ​ ​ ​ 47 Table of Contents WEIS MARKETS, INC. ​ Note 12 Restatements (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Statements of Income ​ 13 Weeks Ended (unaudited) ​ March 29, 2025 ​ March 30, 2024 (amounts in thousands, ​ As Previously ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ except per share amounts) ​ Reported ​ Adjustment ​ As Restated ​ Reported ​ Adjustment ​ As Restated Cost of sales including advertising, warehousing, distribution ​ $ 901,274 ​ $ 1,264 ​ $ 902,538 ​ $ 887,194 ​ $ 1,024 ​ $ 888,218 Gross profit on sales ​ ​ 299,502 ​ ​ ( 1,264 ) ​ ​ 298,238 ​ ​ 295,011 ​ ​ ( 1,024 ) ​ ​ 293,987 Income from operations ​ ​ 23,036 ​ ​ ( 1,264 ) ​ ​ 21,772 ​ ​ 27,364 ​ ​ ( 1,024 ) ​ ​ 26,340 Income before provision for income taxes ​ ​ 27,804 ​ ​ ( 1,264 ) ​ ​ 26,540 ​ ​ 31,514 ​ ​ ( 1,024 ) ​ ​ 30,490 Provision for income taxes ​ ​ 7,326 ​ ​ ( 335 ) ​ ​ 6,991 ​ ​ 8,349 ​ ​ ( 271 ) ​ ​ 8,078 Net income ​ $ 20,478 ​ $ ( 929 ) ​ $ 19,549 ​ $ 23,165 ​ $ ( 753 ) ​ $ 22,412 Basic and diluted earnings per share ​ $ 0.76 ​ $ ( 0.03 ) ​ $ 0.73 ​ $ 0.86 ​ $ ( 0.03 ) ​ $ 0.83 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 28, 2024 Consolidated Statements of Income ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands, except per share amounts) ​ Reported ​ Adjustment ​ As Restated Cost of sales including advertising, warehousing, distribution ​ $ 3,587,651 ​ $ 5,329 ​ $ 3,592,980 Gross profit on sales ​ ​ 1,204,079 ​ ​ ( 5,329 ) ​ ​ 1,198,750 Income from operations ​ ​ 131,715 ​ ​ ( 5,329 ) ​ ​ 126,386 Income before provision for income taxes ​ ​ 150,275 ​ ​ ( 5,329 ) ​ ​ 144,946 Provision for income taxes ​ ​ 40,334 ​ ​ ( 1,411 ) ​ ​ 38,923 Net income ​ $ 109,941 ​ $ ( 3,918 ) ​ $ 106,024 Basic and diluted earnings per share ​ $ 4.09 ​ $ ( 0.15 ) ​ $ 3.94 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 30, 2023 Consolidated Statements of Income ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands, except per share amounts) ​ Reported ​ Adjustment ​ As Restated Cost of sales including advertising, warehousing, distribution ​ $ 3,535,009 ​ $ 4,045 ​ $ 3,539,054 Gross profit on sales ​ ​ 1,179,564 ​ ​ ( 4,045 ) ​ ​ 1,175,519 Income from operations ​ ​ 137,186 ​ ​ ( 4,045 ) ​ ​ 133,141 Income before provision for income taxes ​ ​ 146,696 ​ ​ ( 4,045 ) ​ ​ 142,651 Provision for income taxes ​ ​ 42,868 ​ ​ ( 1,071 ) ​ ​ 41,797 Net income ​ $ 103,828 ​ $ ( 2,974 ) ​ $ 100,854 Basic and diluted earnings per share ​ $ 3.86 ​ $ ( 0.11 ) ​ $ 3.75 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 13 Weeks Ended Consolidated Statements of Comprehensive Income ​ September 27, 2025 ​ September 28, 2024 (unaudited) ​ As Previously ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ Reported ​ Adjustment ​ As Restated ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 18,233 ​ $ ( 1,330 ) ​ $ 16,903 ​ $ 25,840 ​ $ ( 1,328 ) ​ $ 24,512 Comprehensive income, net of tax ​ $ 19,659 ​ $ ( 1,330 ) ​ $ 18,329 ​ $ 26,630 ​ $ ( 1,328 ) ​ $ 25,302 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 39 Weeks Ended Consolidated Statements of Comprehensive Income ​ September 27, 2025 ​ September 28, 2024 (unaudited) ​ As Previously ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ Reported ​ Adjustment ​ As Restated ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 65,237 ​ $ ( 3,508 ) ​ $ 61,729 ​ $ 75,263 ​ $ ( 2,935 ) ​ $ 72,328 Comprehensive income, net of tax ​ $ 65,502 ​ $ ( 3,508 ) ​ $ 61,994 ​ $ 75,827 ​ $ ( 2,935 ) ​ $ 72,892 ​ ​ ​ ​ 48 Table of Contents WEIS MARKETS, INC. ​ Note 12 Restatements (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 13 Weeks Ended Consolidated Statements of Comprehensive Income ​ June 28, 2025 ​ June 29, 2024 (unaudited) ​ As Previously ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ Reported ​ Adjustment ​ As Restated ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 26,526 ​ $ ( 1,249 ) ​ $ 25,277 ​ $ 26,259 ​ $ ( 854 ) ​ $ 25,405 Comprehensive income, net of tax ​ $ 25,771 ​ $ ( 1,249 ) ​ $ 24,522 ​ $ 26,489 ​ $ ( 854 ) ​ $ 25,635 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 26 Weeks Ended Consolidated Statements of Comprehensive Income ​ June 28, 2025 ​ June 29, 2024 (unaudited) ​ As Previously ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ Reported ​ Adjustment ​ As Restated ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 47,004 ​ $ ( 2,178 ) ​ $ 44,826 ​ $ 49,424 ​ $ ( 1,607 ) ​ $ 47,817 Comprehensive income, net of tax ​ $ 45,843 ​ $ ( 2,178 ) ​ $ 43,665 ​ $ 49,199 ​ $ ( 1,607 ) ​ $ 47,592 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 13 Weeks Ended Consolidated Statements of Comprehensive Income ​ March 29, 2025 ​ March 30, 2024 (unaudited) ​ As Previously ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ Reported ​ Adjustment ​ As Restated ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 20,478 ​ $ ( 929 ) ​ $ 19,549 ​ $ 23,165 ​ $ ( 753 ) ​ $ 22,412 Comprehensive income, net of tax ​ $ 20,073 ​ $ ( 929 ) ​ $ 19,144 ​ $ 22,710 ​ $ ( 753 ) ​ $ 21,957 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 28, 2024 Consolidated Statement of Comprehensive Income ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 109,941 ​ $ ( 3,918 ) ​ $ 106,024 Comprehensive income, net of tax ​ $ 108,275 ​ $ ( 3,918 ) ​ $ 104,357 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 30, 2023 Consolidated Statement of Comprehensive Income ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 103,828 ​ $ ( 2,974 ) ​ $ 100,854 Comprehensive income, net of tax ​ $ 109,083 ​ $ ( 2,974 ) ​ $ 106,109 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 39 Weeks Ended Consolidated Statement of Cash Flows ​ September 27, 2025 ​ September 28, 2024 (unaudited) ​ As Previously ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ Reported ​ Adjustment ​ As Restated ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 65,237 ​ $ ( 3,508 ) ​ $ 61,729 ​ $ 75,263 ​ $ ( 2,935 ) ​ $ 72,328 Deferred income taxes ​ ​ 13,783 ​ ​ - ​ ​ 13,783 ​ ​ ( 6,740 ) ​ ​ ( 1,056 ) ​ ​ ( 7,796 ) Inventories ​ ​ ( 14,330 ) ​ ​ 4,771 ​ ​ ( 9,559 ) ​ ​ ( 8,171 ) ​ ​ 3,991 ​ ​ ( 4,180 ) Income taxes ​ ​ ( 12,530 ) ​ ​ ( 1,263 ) ​ ​ ( 13,793 ) ​ ​ 244 ​ ​ - ​ ​ 244 Net cash provided by operating activities ​ $ 120,612 ​ $ - ​ $ 120,612 ​ $ 100,324 ​ $ - ​ $ 100,324 ​ ​ ​ ​ ​ ​ ​ 49 Table of Contents WEIS MARKETS, INC. ​ Note 12 Restatements (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 26 Weeks Ended Consolidated Statement of Cash Flows ​ June 28, 2025 ​ June 29, 2024 (unaudited) ​ As Previously ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ Reported ​ Adjustment ​ As Restated ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 47,004 ​ $ ( 2,178 ) ​ $ 44,826 ​ $ 49,424 ​ $ ( 1,607 ) ​ $ 47,817 Deferred income taxes ​ ​ ( 1,795 ) ​ ​ - ​ ​ ( 1,795 ) ​ ​ ( 963 ) ​ ​ ( 578 ) ​ ​ ( 1,541 ) Inventories ​ ​ ( 7,564 ) ​ ​ 2,962 ​ ​ ( 4,602 ) ​ ​ ( 363 ) ​ ​ 2,185 ​ ​ 1,822 Income taxes ​ ​ ( 2,806 ) ​ ​ ( 784 ) ​ ​ ( 3,590 ) ​ ​ 2,311 ​ ​ - ​ ​ 2,311 Net cash provided by operating activities ​ $ 61,417 ​ $ - ​ $ 61,417 ​ $ 74,498 ​ $ - ​ $ 74,498 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 13 Weeks Ended Consolidated Statement of Cash Flows ​ March 29, 2025 ​ March 30, 2024 (unaudited) ​ As Previously ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ Reported ​ Adjustment ​ As Restated ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 20,478 ​ $ ( 929 ) ​ $ 19,549 ​ $ 23,166 ​ $ ( 753 ) ​ $ 22,413 Deferred income taxes ​ ​ ( 868 ) ​ ​ - ​ ​ ( 868 ) ​ ​ ( 407 ) ​ ​ ( 271 ) ​ ​ ( 678 ) Inventories ​ ​ ( 5,264 ) ​ ​ 1,264 ​ ​ ( 4,000 ) ​ ​ 395 ​ ​ 1,024 ​ ​ 1,419 Income taxes ​ ​ 6,228 ​ ​ ( 335 ) ​ ​ 5,893 ​ ​ 7,455 ​ ​ - ​ ​ 7,455 Net cash provided by operating activities ​ $ 4,856 ​ $ - ​ $ 4,856 ​ $ 34,239 ​ $ - ​ $ 34,239 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 28, 2024 Consolidated Statement of Cash Flows ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 109,941 ​ $ ( 3,918 ) ​ $ 106,024 Deferred income taxes ​ ​ ( 5,344 ) ​ ​ ( 1,411 ) ​ ​ ( 6,755 ) Inventories ​ ​ ( 12,637 ) ​ ​ 5,329 ​ ​ ( 7,308 ) Net cash provided by operating activities ​ $ 187,467 ​ $ - ​ $ 187,467 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 30, 2023 Consolidated Statement of Cash Flows ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 103,828 ​ $ ( 2,974 ) ​ $ 100,854 Deferred income taxes ​ ​ 4,955 ​ ​ ( 1,071 ) ​ ​ 3,884 Inventories ​ ​ ( 2,883 ) ​ ​ 4,045 ​ ​ 1,162 Net cash provided by operating activities ​ $ 201,602 ​ $ - ​ $ 201,602 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2022 Consolidated Statement of Cash Flows ​ As Previously ​ ​ ​ ​ ​ ​ (amounts in thousands) ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 125,196 ​ $ ( 5,502 ) ​ $ 119,694 Deferred income taxes ​ ​ ( 852 ) ​ ​ ( 1,980 ) ​ ​ ( 2,832 ) Inventories ​ ​ ( 23,687 ) ​ ​ 7,482 ​ ​ ( 16,205 ) Net cash provided by operating activities ​ $ 218,024 ​ $ - ​ $ 218,024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 50 Table of Contents 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. Weis. 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 The carrying amounts for cash, accounts receivable and accounts payable approximate fair value because of the short maturities of these instruments. The fair values of the Company’s marketable securities, as disclosed in Note 2, are based on quoted market prices and institutional pricing guidelines for those securities not classified as Level 1 securities. The Company’s SERP investments are classified as trading securities and are carried at fair value using Level 1 inputs. ​ Note 15 Commitments and Contingencies The Company is involved in various legal actions arising out of the normal course of business. The Company also accrues for contingencies when it is probable that a liability has been incurred and the amount of the contingency can be reasonably estimated, based on experience. 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. ​ 51 Table of Contents WEIS MARKETS, INC. Note 16 Long-Term Debt The primary source of cash is cash flows generated from operations. In addition, the Company has access to a revolving credit agreement entered into on September 1, 2016 , and amended on September 29, 2023, with Wells Fargo Bank, N.A. (the “Credit Agreement”). The Credit Agreement matures on October 1, 2027 , and provides for an unsecured revolving credit facility with an aggregate principal amount not to exceed $ 30.0 million with an additional discretionary amount available of $ 70.0 million. As of December 27, 2025, the availability under the revolving credit agreement was $ 19.9 million with $ 10.1 million of letters of credit outstanding. The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company. Interest expense related to long-term debt was $ 43 thousand, $ 45 thousand and $ 41 thousand for 2025, 2024 and 2023, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 52 Table of Contents 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 Financial Statements We have audited the accompanying consolidated balance sheets of Weis Markets, Inc. 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 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 These financial statements are the responsibility of the Company’s management. 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 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. We conducted our audits in accordance with the standards of the PCAOB. 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. 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 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 As described in Note 1 to the consolidated financial statements, the Company accounts for retail center store inventory under the retail inventory method (RIM) using the last-in, first-out (LIFO) method. RIM is commonly used by retail companies to determine cost and calculate gross margin based on applying a cost-to-retail ratio to each similar merchandise category’s ending retail value. ​ 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 53 Table of Contents 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: ​ ​ ● 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 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. ​ 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 We have served as the Company's auditor since 2016. Philadelphia, Pennsylvania March 12, 2026 54 Table of Contents WEIS MARKETS, INC. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Weis Markets, Inc. ​ O pinion on the Internal Control Over Financial Reporting 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ​ Definition and Limitations of Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; 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. 55 Table of Contents WEIS MARKETS, INC. ​ Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ /s/ RSM US LLP ​ Philadelphia, Pennsylvania March 12, 2026 56 Table of Contents WEIS MARKETS, INC. ​ Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure: None. ​