WEIS MARKETS, INC_June 27, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 27, 2026
or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to_________
Commission File Number 1-5039
WEIS MARKETS, INC .
(Exact name of registrant as specified in its charter)
Pennsylvania
24-0755415
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1000 S. Second Street
P. O. Box 471
17801-0471
Sunbury , Pennsylvania
(Zip Code)
(Address of principal executive offices)
Registrant’s telephone number, including area code: ( 570 ) 286-4571
Registrant’s web address: www.weismarkets.com
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [X]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [ ]
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Securities registered pursuant to section 12(b) of the act:
Title of each class
Trading symbol
Name of exchange on which registered
Common stock, no par value
WMK
New York Stock Exchange
As of August 6, 2026, there were 24,744,597 shares outstanding of the registrant’s common stock.
WEIS MARKETS, INC.
TABLE OF CONTENTS
FORM 10-Q
Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
1
Condensed Consolidated Statements of Income
2
Condensed Consolidated Statements of Comprehensive Income
3
Condensed Consolidated Statements of Shareholders’ Equity
4
Condensed Consolidated Statements of Cash Flows
5
Notes to Condensed Consolidated Financial Statements
6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
12
Item 3. Quantitative and Qualitative Disclosures about Market Risk
19
Item 4. Controls and Procedures
19
Part II. Other Information
Item 5. Other Information
21
Item 6. Exhibits
21
Signatures
22
Exhibit 31.1 Rule 13a-14(a) Certification – CEO
Exhibit 31.2 Rule 13a-14(a) Certification – CFO
Exhibit 32 Certification Pursuant to 18 U.S.C. Section 1350
Table of Contents
WEIS MARKETS, INC.
PART I – FINANCIAL INFORMATION
ITEM I – FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(amounts in thousands, except shares)
June 27, 2026
December 27, 2025
Assets
Current:
Cash and cash equivalents
$
103,529
$
117,091
Marketable securities
104,528
97,091
SERP investment
35,584
33,391
Accounts receivable, net
91,962
95,416
Inventories
296,899
287,532
Income taxes recoverable
1,548
6,624
Prepaid expenses and other current assets
43,737
44,090
Total current assets
677,787
681,235
Property and equipment, net
1,111,821
1,089,945
Operating lease right-to-use
163,733
165,070
Goodwill
65,691
65,691
Intangible and other assets, net
25,355
25,418
Total assets
$
2,044,387
$
2,027,359
Liabilities
Current:
Accounts payable
$
237,433
$
237,371
Accrued expenses
30,091
41,458
Operating leases
39,946
39,640
Accrued self-insurance
15,785
20,186
Deferred revenue, net
10,279
14,072
Total current liabilities
333,534
352,727
Postretirement benefit obligations
35,583
33,391
Accrued self-insurance
25,131
25,147
Operating leases
130,442
132,454
Deferred income taxes
126,618
126,850
Other
6,876
4,880
Total liabilities
658,184
675,449
Shareholders’ Equity
Common stock, no par value, 100,800,000 shares authorized, 33,047,807 shares issued, 24,744,597 shares outstanding
9,949
9,949
Retained earnings
1,669,857
1,635,974
Accumulated other comprehensive income (loss)
(Net of deferred taxes of $ 475 in 2026 and $ 626 in 2025)
( 1,346 )
( 1,756 )
1,678,460
1,644,167
Treasury stock at cost, 8,303,210 shares
( 292,257 )
( 292,257 )
Total shareholders’ equity
1,386,203
1,351,910
Total liabilities and shareholders’ equity
$
2,044,387
$
2,027,359
See accompanying notes to Condensed Consolidated Financial Statements.
1
Table of Contents
WEIS MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
13 Weeks Ended
26 Weeks Ended
(amounts in thousands, except shares and per share amounts)
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Net sales
$
1,270,858
$
1,214,479
$
2,522,576
$
2,411,284
Other revenue
4,450
4,317
8,644
8,288
Total revenue
1,275,308
1,218,796
2,531,220
2,419,572
Cost of sales, including advertising, warehousing and distribution expenses
946,907
912,129
1,872,572
1,814,668
Gross profit on sales
328,401
306,667
658,648
604,904
Operating, general and administrative expenses
299,294
276,428
593,839
552,894
Income from operations
29,107
30,239
64,809
52,010
Investment income (loss) and interest expense
4,830
5,294
5,292
9,705
Other income (expense)
( 3,280 )
( 2,163 )
( 2,068 )
( 1,805 )
Income before provision for income taxes
30,657
33,370
68,033
59,910
Provision for income taxes
7,801
8,092
17,324
15,084
Net income
$
22,856
$
25,277
$
50,709
$
44,826
Weighted-average shares outstanding, basic and diluted
24,744,597
26,354,064
24,744,597
26,626,254
Cash dividends per share
$
0.34
$
0.34
$
0.68
$
0.68
Basic and diluted earnings per share
$
0.92
$
0.96
$
2.05
$
1.69
See accompanying notes to Condensed 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 of the 2025 Annual Report filed on Form 10-K.
2
Table of Contents
WEIS MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
13 Weeks Ended
26 Weeks Ended
(amounts in thousands)
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Net income
$
22,856
$
25,277
$
50,709
$
44,826
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 $ 418 and $ 269 for the thirteen weeks and $ 151 and $ 401 for the twenty-six weeks in 2026 and 2025, respectively)
1,176
( 756 )
410
( 1,161 )
Other comprehensive income gain (loss), net of tax
1,176
( 756 )
410
( 1,161 )
Comprehensive income, net of tax
$
24,032
$
24,522
$
51,119
$
43,665
See accompanying notes to Condensed Consolidated Financial Statements.
3
Table of Contents
WEIS MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(unaudited)
Accumulated
(amounts in thousands, except shares)
Other
Total
For the Thirteen Weeks Ended
Common Stock
Retained
Comprehensive
Treasury Stock
Shareholders’
June 27, 2026 and June 28, 2025
Shares
Amount
Earnings
Income (Loss)
Shares
Amount
Equity
Balance at March 28, 2026
33,047,807
$
9,949
$
1,655,414
$
( 2,522 )
8,303,210
$
( 292,257 )
$
1,370,584
Net income
—
—
22,856
—
—
—
22,856
Other comprehensive income (loss), net of tax
—
—
—
1,176
—
—
1,176
Dividends paid
—
—
( 8,413 )
—
—
—
( 8,413 )
Balance at June 27, 2026
33,047,807
$
9,949
$
1,669,857
$
( 1,346 )
8,303,210
$
( 292,257 )
$
1,386,203
Balance at March 29, 2025
33,047,807
$
9,949
$
1,587,805
$
( 3,264 )
6,149,364
$
( 150,857 )
$
1,443,633
Net income
—
—
25,277
—
—
—
25,277
Other comprehensive income (loss), net of tax
—
—
-
( 756 )
—
—
( 756 )
Dividends paid
—
—
( 9,146 )
—
—
—
( 9,146 )
Share purchase
—
—
—
—
2,153,846
( 141,400 )
( 141,400 )
Balance at June 28, 2025
33,047,807
$
9,949
$
1,603,937
$
( 4,020 )
8,303,210
$
( 292,257 )
$
1,317,609
Accumulated
(amounts in thousands, except shares)
Other
Total
For the Twenty-Six Weeks Ended
Common Stock
Retained
Comprehensive
Treasury Stock
Shareholders’
June 27, 2026 and June 28, 2025
Shares
Amount
Earnings
Income (Loss)
Shares
Amount
Equity
Balance at December 27, 2025
33,047,807
$
9,949
$
1,635,974
$
( 1,756 )
8,303,210
$
( 292,257 )
$
1,351,910
Net income
—
—
50,709
—
—
—
50,709
Other comprehensive income (loss), net of tax
—
—
—
410
—
—
410
Dividends paid
—
—
( 16,826 )
—
—
—
( 16,826 )
Balance at June 27, 2026
33,047,807
$
9,949
$
1,669,857
$
( 1,346 )
8,303,210
$
( 292,257 )
$
1,386,203
Balance at December 28, 2024
33,047,807
$
9,949
$
1,577,402
$
( 2,859 )
6,149,364
$
( 150,857 )
$
1,433,635
Net income
—
—
44,826
—
—
—
44,826
Other comprehensive income (loss), net of tax
—
—
—
( 1,161 )
—
—
( 1,161 )
Dividends paid
—
—
( 18,291 )
—
—
—
( 18,291 )
Share purchase
—
—
—
—
2,153,846
( 141,400 )
( 141,400 )
Balance at June 28, 2025
33,047,807
$
9,949
$
1,603,937
$
( 4,020 )
8,303,210
$
( 292,257 )
$
1,317,609
See accompanying notes to Condensed Consolidated Financial Statements.
4
Table of Contents
WEIS MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
26 Weeks Ended
(amounts in thousands)
June 27, 2026
June 28, 2025
Cash flows from operating activities:
Net income
$
50,709
$
44,826
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization
63,509
60,218
(Gain) loss on disposition of fixed assets
380
( 400 )
Unrealized (gain) loss in value of equity securities
—
( 968 )
Deferred income taxes
( 383 )
( 1,795 )
Unrealized (gain) loss in SERP
( 1,946 )
( 867 )
Changes in operating assets and liabilities:
Inventories
( 9,367 )
( 4,602 )
Accounts receivable and prepaid expenses
3,807
( 251 )
Accounts payable and other liabilities
( 15,697 )
( 31,063 )
Income taxes
5,076
( 3,590 )
Other
( 790 )
( 91 )
Net cash provided by operating activities
95,298
61,417
Cash flows from investing activities:
Purchase of property and equipment
( 87,951 )
( 88,346 )
Proceeds from the sale of property and equipment
3,203
111
Purchase of marketable securities
( 22,728 )
( 16,610 )
Proceeds from the sale and maturities of marketable securities
15,793
80,855
Acquisition of business
—
( 7,447 )
Purchase of intangible assets
( 149 )
( 1,331 )
Proceeds from sale of intangible assets
45
—
Change in SERP investment
( 247 )
1,230
Net cash used in investing activities
( 92,034 )
( 31,538 )
Cash flows from financing activities:
Share purchase
—
( 140,000 )
Dividends paid
( 16,826 )
( 18,291 )
Net cash used in financing activities
( 16,826 )
( 158,291 )
Net increase (decrease) in cash and cash equivalents
( 13,562 )
( 128,412 )
Cash and cash equivalents at beginning of year
117,091
190,323
Cash and cash equivalents at end of period
$
103,529
$
61,911
See accompanying notes to Condensed Consolidated Financial Statements. In the first twenty-six weeks of 2026, there was $ 12.6 million cash paid for income taxes compared to $ 20.5 million in 2025 for the same period. Cash paid for interest related to long-term debt was $ 28 thousand and $ 19 thousand in the first twenty-six weeks of 2026 and 2025, respectively.
5
Table of Contents
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) Significant Accounting Policies
Basis of Presentation: The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring deferrals and accruals) considered necessary for a fair presentation have been included. The operating results for the periods presented are not necessarily indicative of the results to be expected for the full year. The Company has evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited Condensed Consolidated Financial Statements and there were no material subsequent events which require additional disclosure. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Company’s latest Annual Report on Form 10-K.
(2) Current Relevant Accounting Standards
The Company regularly monitors recently issued accounting standards and assesses their applicability and future impact. The Company believes there are three accounting standard updates (ASU) that will have an impact on the Company’s disclosures.
In November 2024, the Financial Accounting Standards Board (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.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides guidance on the form and content of interim financial statements, adds a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The ASU is effective for interim reporting periods in fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements and disclosures.
6
Table of Contents
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(3) Marketable Securities
The Company’s marketable securities are all classified as available-for-sale within “Current Assets” in the Company’s Condensed Consolidated Balance Sheets. The 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 bond and commercial paper portfolio is valued using Level 2 inputs. The Company’s bond and commercial paper portfolio is 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. Unrealized gains and losses on debt securities are recognized in “Accumulated other comprehensive income (loss)” on the Company’s Condensed Consolidated Balance Sheets. Dividends from the equity securities are recognized as received. Interest, dividends and unrealized gains and losses on equity securities are recognized in “Investment income (loss) and interest expense” on the Company’s Condensed Consolidated Statements of Income . In the thirteen weeks ended June 27, 2026, the Company recognized investment income of $ 1.6 million. In the thirteen weeks ended June 28, 2025, the Company recognized investment income of $ 3.1 million, which included an unrealized loss in equity securities of $ 97 thousand. In the twenty-six weeks ended June 27, 2026, the Company recognized investment income of $ 3.3 million. In the twenty-six weeks ended June 28, 2025, the Company recognized investment income of $ 7.9 million, which included an unrealized gain in equity securities of $ 968 thousand. As of June 27, 2026, the Company held no equity securities and the marketable securities portfolio consisting of high grade corporate and municipal bonds and commercial paper totaled $ 104.5 million.
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WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Marketable securities, as of June 27, 2026 and December 27, 2025, consisted of:
Gross
Gross
(amounts in thousands)
Amortized
Unrealized
Unrealized
Fair
June 27, 2026
Cost
Holding Gains
Holding Losses
Value
Available-for-sale:
Level 2
Corporate and municipal bonds
$
96,458
$
2,287
$
( 4,169 )
94,576
Commercial Paper
9,891
61
—
9,952
Total
$
106,349
$
2,348
$
( 4,169 )
$
104,528
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
Maturities of marketable securities classified as available-for-sale at June 27, 2026, were as follows:
Amortized
Fair
(amounts in thousands)
Cost
Value
Available-for-sale:
Due within one year
$
16,625
$
16,625
Due after one year through five years
28,783
27,806
Due after five years through ten years
8,090
7,946
Due after ten years
52,851
52,151
Total
$
106,349
$
104,528
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 which are reported on the Company’s Condensed 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 (loss) and interest expense” on the Company’s Condensed Consolidated Statements of Income. The Company recognized investment income of $ 3.3 million and $ 2.2 million in the thirteen weeks ended June 27, 2026 and June 28, 2025, respectively. The Company recognized investment income of $ 2.1 million and $ 1.8 million in the first twenty-six weeks of 2026 and 2025, respectively. The changes in the underlying liability to the employees are recorded in “Other income (expense).”
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WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
( unaudited)
(4) Accumulated Other Comprehensive Income (Loss)
All balances in accumulated other comprehensive loss are related to available-for-sale marketable debt securities. The following table sets forth the balance of the Company’s accumulated other comprehensive loss, net of tax.
Unrealized Gains (Losses)
on Available-for-Sale
(amounts in thousands)
Marketable Debt Securities
Accumulated other comprehensive income (loss) balance as of December 27, 2025
$
( 1,756 )
Other comprehensive income (loss)
410
Net current period other comprehensive income (loss)
410
Accumulated other comprehensive income (loss) balance as of June 27, 2026
$
( 1,346 )
(5) Long-Term Debt
On September 1, 2016 , Weis Markets entered into a revolving credit agreement with Wells Fargo Bank, N.A. (the “Credit Agreement”), which was last amended on September 29, 2023, and matures on October 1, 2027 . The Credit Agreement 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 June 27, 2026, the availability under the Credit Agreement was $ 23.3 million, net of $ 6.7 million letters of credit. 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 $ 14 thousand and $ 10 thousand in the thirteen weeks ended June 27, 2026, and June 28, 2025, respectively. Interest expense related to long-term debt was $ 28 thousand and $ 19 thousand in the twenty-six weeks ended June 27, 2026 and June 28, 2025, respectively.
(6) Revenue Recognition
The following table represents net sales by product category and other revenue for the thirteen weeks and twenty-six weeks ended June 27, 2026, and June 28, 2025:
13 Weeks Ended
( amounts in thousands )
June 27, 2026
June 28, 2025
Grocery
$
1,003,154
78.9
%
$
992,345
81.7
%
Pharmacy
167,193
13.2
158,567
13.1
Fuel
98,172
7.7
62,273
5.1
Manufacturing
2,339
0.2
1,294
0.1
Total net sales
$
1,270,858
100.0
%
$
1,214,479
100.0
%
Other revenue
4,450
4,317
Total revenue
$
1,275,308
$
1,218,796
26 Weeks Ended
( amounts in thousands )
June 27, 2026
June 28, 2025
Grocery
$
2,019,753
80.0
%
$
1,985,440
82.4
%
Pharmacy
332,232
13.2
306,658
12.7
Fuel
166,004
6.6
115,768
4.8
Manufacturing
4,587
0.2
3,418
0.1
Total net sales
$
2,522,576
100.0
%
$
2,411,284
100.0
%
Other revenue
8,644
8,288
Total revenue
$
2,531,220
$
2,419,572
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WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(7) 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 six 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 operated supermarkets. See Note 6 for the disaggregation of revenue by product category. The accounting policies of the Company’s single segment are the same as those described in the Company’s Significant Accounting Policies.
The Company’s chief operating decision maker is the Chief Operating Officer. The chief operating decision maker assesses performance for the segment and decides how to allocate resources based on operating income and net income that is also reported on the accompanying Consolidated Statements of Income. The measure of segment assets used to assess performance and allocate resources is reported on the Consolidated Balance Sheets as total assets. The chief operating decision maker uses operating income and net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the segment, such as for acquisitions. Operating income and net income are used to monitor budget versus actual results. The chief operating decision maker also uses operating income and net income in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment.
The following table presents the retail segment’s revenue, significant segment expenses, and segment operating and net income for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025:
13 Weeks Ended
26 Weeks Ended
(amounts in thousands)
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Net sales
$
1,270,858
$
1,214,479
$
2,522,576
$
2,411,284
Other revenue (1)
4,450
4,317
8,644
8,288
Total revenue
1,275,308
1,218,796
2,531,220
2,419,572
Less:
Cost of sales - stores
925,457
890,344
1,828,207
1,770,945
Labor - stores
116,173
110,789
231,885
219,595
Depreciation and amortization - stores (2)
24,802
23,574
49,467
46,800
Occupancy - stores
22,313
21,893
44,420
44,281
All other expense - stores (3)
86,949
79,897
174,507
159,962
Administration, manufacturing, and property management expense
42,181
32,667
80,985
66,688
Distribution and transportation
28,326
29,393
56,940
59,291
Income from operations
29,107
30,239
64,809
52,010
Other income (expense) (4)
( 3,280 )
( 2,163 )
( 2,068 )
( 1,805 )
Investment income (loss) and interest expense
4,830
5,294
5,292
9,705
Provision for income taxes
7,801
8,092
17,324
15,084
Net income
$
22,856
$
25,277
$
50,709
$
44,826
(1) Other revenue represents commission income earned from a variety of services such as lottery, money orders, third party gift cards, and third party bill pay services.
(2) Segment depreciation and amortization expense, for stores and non-stores, was $ 32.1 million and $ 30.6 million for the thirteen weeks ended June 27, 2026 and June 28, 2025 and $ 63.5 million and $ 60.2 million for the twenty-six weeks ended June 27, 2026 and June 28, 2025, respectively. Segment additions of long-lived assets was $ 48.6 million and $ 55.1 million for the thirteen weeks ended June 27, 2026 and June 28, 2025, respectively. Segment additions of long-lived assets was $ 88.0 million and $ 91.2 million (includes $ 2.8 million in assets from acquisition of business) for the twenty-six weeks ended June 27, 2026 and June 28, 2025, 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 liability.
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WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(8) Leases
As of June 27, 2026, the Company leased approximately 46 % 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 5 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.”
The following is a schedule of the lease costs included in “Operating, general and administrative expenses” for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025.
13 Weeks Ended
26 Weeks Ended
(amounts in thousands)
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Operating lease cost
$
11,712
$
11,557
$
23,375
$
23,172
Variable lease cost
2,854
2,952
5,602
5,637
Lease or sublease income
( 3,034 )
( 2,780 )
( 6,060 )
( 5,559 )
Net lease cost
$
11,532
$
11,729
$
22,917
$
23,250
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WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of Weis Markets, Inc.’s (the “Company”) financial condition and results of operations should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q, the Company’s audited Consolidated Financial Statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 27, 2025, filed with the U.S. Securities and Exchange Commission, as well as the cautionary statement captioned "Forward-Looking Statements" immediately following this analysis.
Company Summary
Weis Markets is a conventional supermarket chain that currently operates 202 retail stores with over 22 thousand employees located in Pennsylvania and six surrounding states: Delaware, Maryland, New Jersey, New York, Virginia and West Virginia. Approximately 94% of Weis Markets employees are paid an hourly wage. Its products sold include groceries, dairy products, frozen foods, meats, seafood, fresh produce, floral, pharmacy services at certain locations, deli products, prepared foods, bakery products, beer and wine, fuel, and general merchandise items, such as health and beauty care and household products. The store product selection includes national, local and private brands and the Company promotes competitive pricing by using Low, Low Prices; Price Locks; Weekly Hot Buys; senior and military discounts; and Loyalty Rewards program. The Loyalty Rewards program includes reward points that may be redeemed for discounts on items in store, at one of the Company’s fuel stations or one of its third-party fuel station partners.
Utilizing its own strategically located distribution center and transportation fleet, Weis Markets self distributes approximately 50% of products with the remaining being supplied by direct store delivery vendors and regional wholesalers. In addition, the Company has three manufacturing facilities which process milk, water, ice, ice cream and fresh meat products. The corporate offices are located in Sunbury, PA where the Company was founded in 1912.
The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 196 store locations. “Weis 2 Go Online” allows the customer to order on-line and have their order delivered or picked up at an expedient store drive-thru. The Company also currently offers home delivery to customers at all 202 of its locations via multiple grocery delivery partners.
Two-Year Stacked Comparable Store Sales Analysis
Management is providing Comparable Store Sales Two-Year Stacked analysis, a non-GAAP measure, because management believes this metric is useful to investors and analysts. A Comparable Store Sales Two-Year Stacked analysis presents a comparison of results and trends over a longer period of time to demonstrate the effect of fluctuating economic activity on the operating results of the Company. Information presented in the tables below is not intended for use as an alternative to any other measure of performance. It is not recommended that this table be considered a substitute for the Company’s operating results as reported in accordance with GAAP.
Year-over-year and sequential comparisons are the primary calculations used to analyze operating results, however, due to fluctuations caused by declining government benefits, pharmacy sales growth, and inflationary trends in the food retail industry, management believes it is necessary to provide a Two-Year Stacked Comparable Store Sales analysis. The following tables provide the two-year stacked comparable store sales, including and excluding fuel, for the periods ended June 27, 2026, and June 28, 2025, as well as periods ended June 28, 2025, and June 29, 2024, respectively. Comparable store sales increased 2.3 percent on an individual year-over-year basis and increased 4.1 percent on a two-year stacked basis for the thirteen weeks ended June 27, 2026. Comparable store sales increased 2.2 percent on an individual year-over-year basis and increased 3.6 percent on a two-year stacked basis for the twenty-six weeks ended June 27, 2026.
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WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Percentage Change
13 Weeks Ended
June 27, 2026
2026 vs. 2025
2025 vs. 2024
Comparable store sales (individual year)
2.3
%
1.8
%
Comparable store sales (two-year stacked)
4.1
Comparable store sales, excluding fuel (individual year)
(0.4)
2.3
%
Comparable store sales, excluding fuel (two-year stacked)
1.9
%
Percentage Change
26 Weeks Ended
June 27, 2026
2026 vs. 2025
2025 vs. 2024
Comparable store sales (individual year)
2.2
%
1.4
%
Comparable store sales (two-year stacked)
3.6
Comparable store sales, excluding fuel (individual year)
0.4
1.7
%
Comparable store sales, excluding fuel (two-year stacked)
2.1
%
When calculating the percentage change in comparable store sales, the Company defines a new store to be comparable after it has been in operation for five full fiscal quarters. Relocated stores and stores with expanded square footage are included in comparable store sales since these units are located in existing markets and are open during construction. Planned store dispositions are excluded from the calculation. The Company only includes retail food stores in the calculation.
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Table of Contents
WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Results of Operations
Analysis of Consolidated Statements of Income
Percentage Change
13 Weeks Ended
26 Weeks Ended
13 Weeks Ended
26 Weeks Ended
(amounts in thousands, except per share amounts)
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
2026 vs. 2025
2026 vs. 2025
Net sales
$
1,270,858
$
1,214,479
$
2,522,576
$
2,411,284
4.6
%
4.6
%
Other revenue
4,450
4,317
8,644
8,288
3.1
4.3
Total revenue
1,275,308
1,218,796
2,531,220
2,419,572
4.6
4.6
Cost of sales, including advertising, warehousing and distribution expenses
946,907
912,129
1,872,572
1,814,668
3.8
3.2
Gross profit on sales
328,401
306,667
658,648
604,904
7.1
8.9
Gross profit margin
25.8
%
25.3
%
26.1
%
25.1
%
Operating, general and administrative expenses
299,294
276,428
593,839
552,894
8.3
7.4
O, G & A, percent of net sales
23.6
%
22.8
%
23.5
%
22.9
%
Income from operations
29,107
30,239
64,809
52,010
(3.7)
24.6
Operating margin
2.3
%
2.5
%
2.6
%
2.2
%
Investment income (loss) and interest expense
4,830
5,294
5,292
9,705
(8.8)
(45.5)
Investment income (loss) and interest expense, percent of net sales
0.4
%
0.4
%
0.2
%
0.4
%
Other income (expense)
(3,280)
(2,163)
(2,068)
(1,805)
(51.6)
(14.6)
Other income (expense), percent of net sales
(0.3)
%
(0.2)
%
(0.1)
%
(0.1)
%
Income before provision for income taxes
30,657
33,370
68,033
59,910
(8.1)
13.6
Income before provision for income taxes, percent of net sales
2.4
%
2.7
%
2.7
%
2.5
%
Provision for income taxes
7,801
8,092
17,324
15,084
(3.6)
14.9
Effective income tax rate
25.4
%
24.2
%
25.5
%
25.2
%
Net income
$
22,856
$
25,277
$
50,709
$
44,826
(9.6)
%
13.1
%
Net income, percent of net sales
1.8
%
2.1
%
2.0
%
1.9
%
Basic and diluted earnings per share
$
0.92
$
0.96
$
2.05
$
1.69
(4.2)
%
21.3
%
Net Sales
Individual Year-Over-Year Analysis of Sales
Percentage Change
2026 vs. 2025
June 27, 2026
13 Weeks Ended
26 Weeks Ended
Net sales
4.6
%
4.6
%
Net sales, excluding fuel
1.7
2.6
Comparable store sales (individual year)
2.3
2.2
Comparable store sales, excluding fuel (individual year)
(0.4)
%
0.4
%
When calculating the percentage change in comparable store sales, the Company defines a new store to be comparable after it has been in operation for five full fiscal quarters. Relocated stores and stores with expanded square footage are included in comparable store sales since these units are located in existing markets and are open during construction.
14
Table of Contents
Planned store dispositions are excluded from the calculation. The Company only includes retail food stores in the calculation.
WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
According to the latest U.S. Bureau of Labor Statistics’ report, the Seasonally Adjusted Food-at-Home Consumer Price Index increased 0.9% and 0.1% for the thirteen week periods ended June 27, 2026 and June 28, 2025, respectively. The Seasonally Adjusted Food-at-Home Consumer Price Index increased 1.4% and 1.1% for the twenty-six week periods ended June 27, 2026 and June 28, 2025, respectively. According to the U.S. Department of Energy, the average price of gasoline in the Central Atlantic States increased 31.9% or $1.06 per gallon in the thirteen weeks ended June 27, 2026, compared to the same period in 2025. The average price of gasoline in the Central Atlantic States increased 14.9% or $0.50 per gallon in the first twenty-six weeks of 2026 when compared to the same period in 2025. Although the U.S. Bureau of Labor Statistics’ and the U.S. Department of Energy indices may be reflective of broader trends, they will not necessarily be indicative of the Company’s actual results.
Total net sales increased 4.6% to $1.3 billion for the thirteen weeks ended June 27, 2026, from $1.2 billion for the thirteen weeks ended June 28, 2025. In the twenty-six weeks ended June 27, 2026, total net sales increased 4.6% to $2.5 billion from $2.4 billion in 2025.The increase in total net sales includes retail price inflation in grocery, pharmacy, fresh product categories and fuel. Comparable store sales for the thirteen weeks ended June 27, 2026, compared to the same period in 2025 increased 2.3% including fuel and decreased 0.4% excluding fuel. Comparable store sales for the twenty-six weeks ended June 27, 2026, compared to the same period in 2025 increased 2.2% including fuel and 0.4% excluding fuel.
Although the Company experienced retail inflation and deflation in various commodities for the periods presented, the Company anticipates overall product costs to increase given the recent inflationary indicators in the food retail industry. Management cannot accurately measure the full impact of inflation or deflation on retail pricing due to changes in the types of merchandise sold between periods, shifts in customer buying patterns and the fluctuation of competitive factors. Management remains confident in its ability to generate long-term sales growth in a highly competitive environment, but also understands some competitors have greater financial resources and could use these resources to take measures which could adversely affect the Company’s competitive position.
Cost of Sales and Gross Profit
Cost of sales consists of direct product costs (net of vendor discounts and allowances), net advertising costs, distribution center and transportation costs, as well as manufacturing facility operations.
Gross profit on sales increased 7.1% and 8.9% for the thirteen and twenty-six weeks ended June 27, 2026, respectively, compared to the same period in 2025. Gross profit margin increased 0.5% and 1.0% for the thirteen and twenty-six weeks ended June 27, 2026, respectively, when compared to the same period in 2025.
Non-cash LIFO inventory valuation adjustments represent expense of $770 thousand in the first twenty-six weeks of 2026 compared to expense of $99 thousand in the same period in 2025. Although the Company experienced cost inflation and deflation in various commodities for the periods presented, the Company anticipates overall product costs to increase given the recent inflationary trends in the food retail industry.
15
Table of Contents
WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Operating, General and Administrative Expenses
The majority of the operating, general and administrative expenses are driven by sales volume.
Employee expenses such as wages, employer paid taxes, health care benefits and retirement plans, comprise approximately 58.4% of the total “Operating, general and administrative expenses.” As a percent of sales, direct store labor remained unchanged for the thirteen weeks and increased 0.1% for the twenty-six weeks ended June 27, 2026 when compared to the same period in 2025.
Depreciation and amortization expense included in “Operating, general and administrative expenses” totaled $28.9 million, or 2.3% of net sales, for the thirteen weeks ended June 27, 2026, compared to $27.7 million, or 2.3% of net sales, for the thirteen weeks ended June 28, 2025. For the twenty-six weeks ended June 27, 2026, depreciation and amortization expense was $57.4 million, or 2.3% of net sales, compared to $54.4 million, or 2.3% of net sales, for the twenty-six weeks ended June 28, 2025. See the Liquidity and Capital Resources section for further information regarding the Company’s capital expenditure program.
A breakdown of the material increases (decreases) as a percent of sales in "Operating, general and administrative expenses" is as follows:
13 Weeks Ended
(amounts in thousands)
Increase
Increase (Decrease)
June 27, 2026
(Decrease)
as a % of sales
Employee expenses
$
11,262
0.3
%
Interchange fee legal settlement
2,759
0.2
Utility expense
2,512
0.2
Outside services and repairs
2,482
0.0
Fixed expenses (property taxes, depreciation, asset retirement)
2,492
0.0
Other expenses
1,360
0.1
26 Weeks Ended
(amounts in thousands)
Increase
Increase (Decrease)
June 27, 2026
(Decrease)
as a % of sales
Employee expenses
$
21,481
0.3
%
Outside services and repairs
6,568
0.1
Utility expense
5,777
0.2
Fixed expenses (property taxes, depreciation, asset retirement)
3,924
(0.0)
Interchange fee legal settlement
2,759
0.1
Other expenses
436
0.0
Operating, general and administrative expenses, as a percent of sales, increased for both the thirteen and twenty-six weeks ended June 27, 2026, compared to the same periods in 2025. The increase was primarily attributable to higher employee costs, including wages and incentive compensation, increased outside services and repair expenses, driven by higher IT expenses and financial service fees, higher fixed expenses due to depreciation associated with new stores opened in 2025, and increased utility costs due to higher electricity rates. In 2025, the Company received and recognized an offset to operating expenses for $2.7 million in payments to settle and monetize legal claims related to being overcharged as a merchant for prior years of credit card interchange fees.
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Table of Contents
WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Provision for Income Taxes
The effective income tax rate was 25.5% and 25.2% for the twenty-six weeks ended June 27, 2026 and June 28, 2025, respectively. The effective income tax rate differed from the federal statutory rate, primarily due to the effect of state taxes and limitation on the deductibility of executive compensation.
Liquidity and Capital Resources
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 last 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 June 27, 2026, the availability under the Credit Agreement was $23.3 million, net of $6.7 million letters of credit. The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company.
The Company’s investment portfolio consists of high-grade corporate and municipal bonds with maturity dates between one and thirty years and commercial paper. The portfolio totaled $104.5 million as of June 27, 2026. Management anticipates maintaining the investment portfolio but has the ability to liquidate if needed.
The Company’s capital expenditure program includes the construction of new stores, the expansion and remodeling of existing units, the acquisition of sites for future expansion, new technology purchases and the continued upgrade of the Company’s distribution facilities and transportation fleet. The Company continues to reinvest and anticipates funding the long-term capital expenditure program, the acquisition of retail stores, the construction of additional distribution facilities, repurchases of common stock, and cash dividends on common stock through its cash and cash equivalents, marketable securities, cash flows from operating activities, and the revolving Credit Agreement.
The Board of Directors’ 2004 resolution authorizing the repurchase of up to one million shares of the Company’s common stock has a remaining balance of 752,468 shares, and no repurchases were made during the quarter ended June 27, 2026.
Quarterly Cash Dividends
At its regular meeting held in July, the Board of Directors declared a quarterly dividend of $0.34 per share, payable on August 10, 2026, to shareholders of record on July 27, 2026. The Company expects to continue paying regular cash dividends on a quarterly basis. However, the Board of Directors reconsiders the declaration of dividends quarterly. The Company pays these dividends at the discretion of the Board of Directors and the continuation of these payments and the amount of the dividends depends upon the results of operations, the financial condition of the Company and other factors which the Board of Directors deems relevant.
17
Table of Contents
WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Cash Flow Information
26 Weeks Ended
(amounts in thousands)
June 27, 2026
June 28, 2025
2026 vs. 2025
Net cash provided by (used in):
Operating activities
$
95,298
$
61,417
$
33,881
Investing activities
(92,034)
(31,538)
(60,496)
Financing activities
(16,826)
(158,291)
141,465
Operating
Cash flows from operating activities increased $33.9 million in the first twenty-six weeks of 2026 compared to the same period in 2025. This increase was primarily driven by higher net income and lower liabilities, including incentive accruals and income taxes, and by higher inventories.
Investing
The $60.5 million decrease in cash flow from investing activities in the first twenty-six weeks of 2026, compared to the same period in 2025, was primarily due to lower sales of marketable securities in 2026 following the $140.0 million share purchase in June 2025.
Financing
Cash flows from financing activities increased $141.5 million in the first twenty-six weeks of 2026 compared to the same period in 2025 primarily due to the $140.0 million share purchase in June 2025. The Company paid dividends of $16.8 million and $18.3 million in the first twenty-six weeks of 2026 and 2025, respectively.
Accounting Policies and Estimates
The Company has chosen accounting policies that it believes are appropriate to accurately and fairly report its operating results and financial position, and the Company applies those accounting policies in a consistent manner. The Significant Accounting Policies are summarized in Note 1 to the Consolidated Financial Statements included in the 2025 Annual Report on Form 10-K. There have been no changes to the Significant Accounting Policies since the Company filed its Annual Report on Form 10-K for the fiscal year ended December 27, 2025.
Forward-Looking Statements
In addition to historical information, this Form 10-Q report may contain forward-looking statements, which are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. For example, risks and uncertainties can arise with changes in: general economic conditions, including their impact on capital expenditures; tariffs and trade policies; business conditions and trends in the retail industry; the regulatory environment; rapidly changing technology, including cybersecurity and data privacy risks, and competitive factors, including increased competition with regional and national retailers; and price pressures; further expenditures related to restatement of our financial statements; and the results of any shareholder actions associated with the restatements referenced in Note 12 on the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 27, 2025. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect Management’s analysis only as of the date hereof. The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risk factors described in other documents the Company files periodically with the Securities and Exchange Commission.
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Table of Contents
WEIS MARKETS, INC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative Disclosure - There have been no material changes in the Company’s market risk during the fiscal quarter ended June 27, 2026. Quantitative information is set forth in Item 7a on the Company’s Annual Report on Form 10-K under the caption “Quantitative and Qualitative Disclosures About Market Risk,” which was filed for the fiscal year ended December 27, 2025, and is incorporated herein by reference.
Qualitative Disclosure - This information is set forth in the Company’s Annual Report on Form 10-K under the caption “Liquidity and Capital Resources,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed for the fiscal year ended December 27, 2025, and is incorporated herein by reference.
ITEM 4. CONTROLS AND PROCEDURES
The Chief Executive Officer and the Chief Financial Officer, together with the Company’s Disclosure Committee, evaluated the Company’s disclosure controls and procedures as of the fiscal quarter ended June 27, 2026. The Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective for the periods covered March 29, 2026 through June 27, 2026 to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports was accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025 and Quarterly Report on Form 10-Q, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective for the periods covered through December 27, 2025 and March 28, 2026, respectively.
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. As previously disclosed in Item 9a Controls and Procedures of our Annual Report on Form 10-K for the fiscal year ended December 27, 2025, 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 of our Annual Report on Form 10-K for the fiscal year ended December 27, 2025. 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. As part of the remediation efforts, the Company enhanced its inventory management processes and strengthened controls related to the completeness, accuracy, and valuation of inventory, which remediated controls have operated for a sufficient period of time. These actions included improved documentation and record-retention practices, enhanced supervisory and accounting review procedures, revised inventory count and reconciliation protocols, expanded monitoring and exception-reporting processes, and strengthened segregation-of-duties controls. The Company also implemented additional management review controls to further enhance its overall internal control environment.
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WEIS MARKETS, INC.
WEIS MARKETS, INC.
ITEM 4. CONTROLS AND PROCEDURES
(continued)
Based on management’s design and implementation and operating effectiveness testing of the redesigned and enhanced controls, discussed above, management concluded that the controls are operating effectively as of June 27, 2026. Accordingly, management has concluded that the previously identified material weakness has been remediated. The remediation efforts have been subject to ongoing oversight by senior management and the Audit Committee of the Board of Directors.
Except as noted in the preceding paragraphs, there was no change in the Company’s internal control over financial reporting during the fiscal quarter ended June 27, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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WEIS MARKETS, INC.
PART II – OTHER INFORMATION
ITEM 5. OTHER INFORMATION
During the thirteen weeks ended June 27, 2026, 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 6. EXHIBITS
Exhibits
Exhibit 10.1 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.*
Exhibit 10.2 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.*
Exhibit 31.1 Rule 13a-14(a) Certification - CEO
Exhibit 31.2 Rule 13a-14(a) Certification - CFO
Exhibit 32 Certification Pursuant to 18 U.S.C. Section 1350
Exhibit 101 The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2026, 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.
Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Management contract or compensatory plan arrangement.
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WEIS MARKETS, INC.
SIGNATURES
Pursuant to the requirements 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:
8/6/2026
/S/ Jonathan H. Weis
Jonathan H. Weis
Chairman,
President and Chief Executive Officer
(Principal Executive Officer)
Date:
8/6/2026
/S/ Michael T. Lockard
Michael T. Lockard
Senior Vice President, Chief Financial Officer
and Treasurer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.