WEIS MARKETS INC 10-K

Item 9a. Controls and Procedures: Management’s Report on Disclosure Controls and Procedures The Chief Executive Officer and Chief Financial Officer of the Company (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of the end of the period covered by this Report, that the Company’s disclosure controls and procedures were not effective. This conclusion results from the identification of a material weakness in internal control over financial reporting, which indicates that the Company’s controls did not operate effectively to ensure that information required to be disclosed under the Securities Exchange Act of 1934, as amended, was recorded, processed, summarized, and reported within the time periods specified by SEC rules and forms, or that such information was appropriately accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to support timely decisions regarding required disclosures. Management’s Report on Internal Control Over Financial Reporting The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act). Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 framework). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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. Management concluded that there was a material weakness in internal controls due to the incorrect recording of certain overstated inventory amounts and that our internal controls over financial reporting were not designed to prevent or detect a material error as of December 27, 2025. The material weakness resulted in an overstatement of inventory in our previously issued financial statements. The impact of those errors has been corrected and presented in Note 12. Subsequent to the year ended December 27, 2025, the Company engaged outside legal counsel to conduct a separate investigation and report findings to the Audit Committee. A detailed analysis was completed by management to determine the impact of the overstated inventory. The Company also implemented management review controls over the completeness, accuracy and reasonableness of the inventory results and remedial actions are currently being taken in our testing and evaluation of the design and operating effectiveness of these internal controls. Planned actions include strengthened documentation and record retention controls, enhanced supervisory and accounting review procedures, revised inventory count and reconciliation protocols, improved monitoring and exception reporting mechanisms, and reinforced segregation of duties. RSM US LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their attestation report on the Company’s internal control over financial reporting as of December 27, 2025. The report can be found in Item 8 of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting Except as noted in the preceding paragraphs, there were no changes in the Company’s internal control over financial reporting during the fiscal year ended December 27, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 57 Table of Contents WEIS MARKETS, INC. ​ Item 9b. Other Information: During the three months ended December 27, 2025, no director or officer of the Company, nor the Company itself, adopted or terminated a “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408(a) of Regulation S-K. ​ Item 9c. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections: ​ None. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 58 Table of Contents WEIS MARKETS, INC. PART III Item 10. Directors, Executive Officers and Corporate Governance: In addition to the information reported in Part I of this Form 10-K under the caption “Information about our Executive Officers,” “Election of Directors,” “Board Committees and Meeting Attendance, Audit Committee,” “Corporate Governance Matters,” “Compensation Tables” and “Stock Ownership” of the 2026 Weis Markets, Inc. definitive proxy statement are incorporated herein by reference. ​ The Company has adopted an insider trading policy governing the purchase, sale, and/or disposition of its securities by its directors, officers, employees, and other covered persons. The Company believes this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the NYSE listing standards. A copy of this policy is filed as Exhibit 19 to this Annual Report. Additionally, the Company’s policy is to only engage in transactions of the Company securities in compliance with insider trading laws. ​ Item 11. Executive Compensation: “Board Committees and Meeting Attendance, Compensation Committee,” “Executive Compensation, Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Tables” and “Other Information Concerning the Board of Directors, Compensation Committee Interlocks and Insider Participation” of the 2026 Weis Markets, Inc. definitive proxy statement are incorporated herein by reference. ​ The Company did not grant stock options or stock appreciation rights to its employees during Fiscal 2025 and does not anticipate that it will use stock options or stock appreciation rights as part of its compensation program going forward. The Company does not have any program, plan, or practice to time annual or ad hoc grants of equity-based awards in coordination with the release of material non-public information or otherwise, and does not grant stock options or stock appreciation rights during periods in which there is material nonpublic information about the Company, including at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. ​ Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters: “Stock Ownership” of the 2026 Weis Markets, Inc. definitive proxy statement is incorporated herein by reference. ​ Item 13. Certain Relationships and Related Transactions, and Director Independence: “Other Information Concerning the Board of Directors, Review and Approval of Related Party Transactions” and “Independence of Directors” of the 2026 Weis Markets, Inc. definitive proxy statement are incorporated herein by reference. ​ Item 14. Principal Accounting Fees and Services: “Ratification Of Appointment Of Independent Registered Public Accounting Firm” of the 2026 Weis Markets, Inc. definitive proxy statement are incorporated herein by reference. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 59 Table of Contents WEIS MARKETS, INC. PART IV ​ Item 15. Exhibits, Financial Statement Schedules: (a)(1)- The Company’s 2025 Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Item 8 of Part II. ​ Financial Statements Page Consolidated Balance Sheets 25 Consolidated Statements of Income 26 Consolidated Statements of Comprehensive Income 27 Consolidated Statements of Shareholders’ Equity 28 Consolidated Statements of Cash Flows 29 Notes to Consolidated Financial Statements 30 Report of Independent Registered Public Accounting Firm (PCAOB ID: 49 ) 53 ​ (a)(2)- Financial statement schedules required to be filed by Item 8 of this form, and by Item 15(c)(3) below: Schedule II - Valuation and Qualifying Accounts, page 63 of this Annual Report on Form 10-K All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted. 60 Table of Contents WEIS MARKETS, INC. Item 15. Exhibits, Financial Statement Schedules: (continued) (a)(3) A listing of exhibits filed or incorporated by reference is as follows: ​ ​ Exhibit No. ​ ​ ​ Exhibits 3-A ​ Articles of Incorporation, filed as exhibit 4.1 in Form S-8 on September 13, 2002 and incorporated herein by reference. 3-B ​ By-Laws , filed as exhibit under Part IV, Item 14(c) in the Annual Report on Form 10-K for the fiscal year ended December 29, 2001 and incorporated herein by reference. 4-A ​ Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended, filed as exhibit 4-A in the Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and incorporated herein by reference. 10-B ​ Supplemental Executive Retirement Plan , filed as exhibit 10-B in the Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and incorporated herein by reference. * 10-D ​ Supplemental Executive Retirement Plan Amendment, filed as exhibit 10-D in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and incorporated herein by reference. * 10-I ​ Executive Employment Agreement between the Company and Jonathan H Weis, Chairman, President and Chief Executive Officer, signed on November 15, 2019 effective January 1, 2020 and continuing thereafter through December 31, 2023, filed as Exhibit 10.1 to Form 8-K November 18, 2019 and incorporated herein by reference. * 10-J ​ Executive Employment Agreement between the Company and Jonathan H Weis, Chairman, President and Chief Executive Officer, signed on March 22, 2023 effective January 1, 2023 and continuing thereafter through December 31, 2025, filed as Exhibit 10.1 to Form 8-K March 24, 2023 and incorporated herein by reference. * 10-K ​ Share Purchase Agreement, dated June 6, 2025, by and among Weis Markets, Inc., The Patricia R. Weis Marital Trust, and The Patricia G. Ross Weis Revocable Trust (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 6, 2025). 10-L ​ Weis Markets, Inc. Chief Executive Officer Incentive Award Plan effective January 1, 2023 filed as Exhibit 10.2 to Form 8-K March 24, 2023 and incorporated herein by reference.* 10-M ​ Executive Employment Agreement between the Company and Jonathan H Weis, Chairman, President and Chief Executive Officer, signed on February 5, 2026 effective January 1, 2026 and continuing thereafter through December 31, 2028, filed as Exhibit 10.1 to Form 8-K February 10, 2026 and incorporated herein by reference.* 10-N ​ Weis Markets, Inc. Chief Executive Officer Incentive Award Plan effective January 1, 2026 filed as Exhibit 10.2 to Form 8-K February 10, 2026 and incorporated herein by reference.* 19 ​ Weis Markets, Inc. Securities Trading Policy , filed as Exhibit 19 in the Annual Report on Form 10-K for the fiscal year ended December 28, 2024 and incorporated herein by reference. 21 ​ Subsidiaries of the Registrant , filed with this Annual Report on Form 10-K 31.1 ​ Rule 13a-14(a) Certification - CEO, filed with this Annual Report on Form 10-K 31.2 ​ Rule 13a-14(a) Certification - CFO, filed with this Annual Report on Form 10-K 32 ​ Certification Pursuant to 18 U.S.C. Section 1350 , filed with this Annual Report on Form 10-K 97 ​ Policy Relating to Recovery of Erroneously Awarded Compensation , filed as Exhibit 97 in the Annual report on Form 10-K for the fiscal year ended December 30, 2023 and incorporated herein by reference. 101 ​ The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 27, 2025, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Shareholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Management contract or compensatory plan arrangement. 61 Table of Contents WEIS MARKETS, INC. Item 15. Exhibits, Financial Statement Schedules: (continued) The Company will provide a copy of any exhibit upon receipt of a written request for the particular exhibit or exhibits desired. All requests should be addressed to the Company’s principal executive offices. (b) The Company files as exhibits to this Annual Report on Form 10-K, those exhibits listed in Item 15(a)(3) above. ​ ​ 62 Table of Contents WEIS MARKETS, INC. Item 15(c)(3). Financial Statement Schedules: Schedule II - Valuation and Qualifying Accounts: SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS WEIS MARKETS, INC. (amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Col. A ​ Col. B ​ Col. C ​ Col. D ​ Col. E ​ ​ ​ ​ ​ Additions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ ​ Charged to ​ ​ ​ Charged to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ Beginning ​ Costs and ​ Accounts ​ Deductions ​ End of Description ​ of Period ​ Expenses ​ Describe ​ Describe (1) ​ Period Fiscal Year ended December 27, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deducted from asset accounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for uncollectible accounts ​ $ 3,389 ​ $ 2,598 ​ $ — ​ $ 2,798 ​ $ 3,189 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ended December 28, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deducted from asset accounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for uncollectible accounts ​ $ 2,041 ​ $ 2,231 ​ $ — ​ $ 883 ​ $ 3,389 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ended December 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deducted from asset accounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for uncollectible accounts ​ $ 4,577 ​ $ 73 ​ $ — ​ $ 2,609 ​ $ 2,041 (1) Deductions are uncollectible accounts written off, net of recoveries. ​ Item 16. Form 10-K Summary: None . ​ ​ 63 Table of Contents WEIS MARKETS, INC. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ ​ WEIS MARKETS, INC. ​ ​ (Registrant) ​ ​ ​ Date: 3/12/2026 ​ /S/ Jonathan H. Weis ​ ​ Jonathan H. Weis ​ ​ Chairman, ​ ​ President and Chief Executive Officer ​ ​ (Principal Executive Officer) ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. ​ ​ ​ ​ Date 3/12/2026 ​ /S/ Jonathan H. Weis ​ ​ ​ Jonathan H. Weis ​ ​ ​ Chairman, ​ ​ ​ President and Chief Executive Officer ​ ​ ​ and Director ​ ​ ​ (Principal Executive Officer) ​ ​ ​ ​ Date 3/12/2026 ​ /S/ Michael T. Lockard ​ ​ ​ Michael T. Lockard ​ ​ ​ Senior Vice President, Chief Financial Officer ​ ​ ​ and Treasurer ​ ​ ​ (Principal Financial Officer) ​ ​ ​ ​ Date 3/12/2026 ​ /S/ Harold G. Graber ​ ​ ​ Harold G. Graber ​ ​ ​ Director ​ ​ ​ ​ Date 3/12/2026 ​ /S/ Dennis G. Hatchell ​ ​ ​ Dennis G. Hatchell ​ ​ ​ Director ​ ​ ​ ​ Date 3/12/2026 ​ /S/ Edward J. Lauth III ​ ​ ​ Edward J. Lauth III ​ ​ ​ Director ​ ​ ​ ​ Date 3/12/2026 ​ /S/ Gerrald B. Silverman ​ ​ ​ Gerrald B. Silverman ​ ​ ​ Director ​ ​ ​ ​ Date 3/12/2026 ​ /S/ Jeanette R. Rogers ​ ​ ​ Jeanette R. Rogers ​ ​ ​ Vice President, Corporate Controller ​ ​ ​ (Principal Accounting Officer) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 64