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What changed in WEIS MARKETS INC's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of WEIS MARKETS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+160 added135 removedSource: 10-K (2026-03-12) vs 10-K (2025-02-26)

Top changes in WEIS MARKETS INC's 2025 10-K

160 paragraphs added · 135 removed · 99 edited across 10 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThe following schedule shows the changes in the number of retail food stores, total square footage and store additions/remodels as of year-end: 2024 2023 2022 2021 2020 Beginning store count 197 197 196 196 198 New/relocated stores (1) 2 2 4 2 Closed/relocated stores (1) (1) (4) (4) Ending store count 198 197 197 196 196 Total square feet (000’s), at year-end 9,757 9,710 9,710 9,617 9,568 Additions/major remodels 12 4 9 13 13 (1) In 2024, the Company acquired two former Sunnyway Food stores located in Chambersburg and Greencastle in Pennsylvania from Sunnyway Foods, Inc. Utilizing its own strategically located distribution center and transportation fleet, Weis Markets self distributes approximately 53% of product supplied to stores with the remaining being supplied by direct store vendors and regional wholesalers.
Biggest changeThe following schedule shows the changes in the number of retail food stores, total square footage and store additions/remodels as of year-end: 2025 2024 2023 2022 2021 Beginning store count 198 197 197 196 196 New/relocated stores (1) 5 2 2 4 Closed/relocated stores (1) (1) (1) (4) Ending store count 202 198 197 197 196 Total square feet (000’s), at year-end 9,993 9,757 9,710 9,710 9,617 Additions/major remodels 7 12 4 9 13 (1) In 2025, the Company acquired a former Saylor’s Market food store located in Newville, Pennsylvania and opened four new store locations, three in Maryland and one in Delaware. Utilizing its own strategically located distribution center and transportation fleet, Weis Markets self distributes approximately 52% of product supplied to stores with the remaining being supplied by direct store delivery vendors and regional wholesalers.
Business: (continued) The Company strives to be good stewards of the environment and makes this an important part of its overall mission. Its sustainability strategy operates under four key pillars: green design, natural resource conservation, food and agricultural impact and community impact.
Business: (continued) The Company strives to be good stewards of the environment and makes this an important part of its overall mission. Its sustainability strategy operates under four key pillars: natural resource conservation, green design, community impact, and food and agricultural impact.
The Company believes that a strong employment brand is necessary to attract and retain top talent and affects its ability to compete and execute strategic plans. The Company will continue to assess and upgrade underlying technologies to support human capital development as a strategic imperative for future growth. The Company currently employs approximately 22,000 full-time and part-time employees.
The Company believes that a strong employment brand is necessary to attract and retain top talent and affects its ability to compete and execute strategic plans. The Company will continue to assess and upgrade underlying technologies to support human capital development as a strategic imperative for future growth. The Company currently employs over 22,000 full-time and part-time employees.
“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 198 of its locations via multiple grocery delivery partners. Human Capital.
“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. Human Capital.
The Company is the exclusive licensee of nearly 115 trademarks registered and/or pending in the United States Patent and Trademark Office from WMK Holdings, Inc., including trademarks for its product lines and promotions such as Weis, Weis 2 Go, Weis Great Meals Start Here, Weis Gas-n-Go and Weis Nutri-Facts.
The Company is the exclusive licensee of nearly 100 trademarks registered and/or pending in the United States Patent and Trademark Office from WMK Holdings, Inc., including trademarks for its product lines and promotions such as Weis, Weis 2 Go, Weis Great Meals Start Here, Weis Gas-n-Go and Weis Nutri-Facts.
The location and appearance of its stores are important components of attracting new and retaining current customers. On an average basis, the Company has two to three new/relocated stores in the process of being developed and dedicates one third of its capital expenditure budget to new stores annually, excluding acquisitions.
The location and appearance of its stores are important components of attracting new and retaining current customers. On an average basis, the Company has up to three new/relocated stores in the process of being developed and dedicates one third of its capital expenditure budget to new stores and fuel centers annually, excluding acquisitions.
Generally, another fifteen to twenty percent of the capital expenditure budget is dedicated to store remodels while the remainder is attributable to supply chain, technology, smaller in-store sales-driven projects, store maintenance and store support function expenditures.
Generally, another fifteen to twenty percent of the capital expenditure budget is dedicated to store remodels while the remainder is attributable to supply chain, manufacturing facilities, technology, smaller in-store sales-driven projects, store maintenance, property management, and store support function expenditures.
Item 1. Business: (continued) All retail food store locations operate as conventional supermarkets. The retail food stores range in size from 8,000 to 71,000 square feet, with an average size of approximately 49,000 square feet.
Item 1. Business: (continued) All retail food store locations operate as conventional supermarkets. The retail food stores range in size from 8,000 to 71,000 square feet, with an average size of approximately 49,000 square feet. The Company’s store fleet includes a variety of sizes.
The Company makes available, free of charge, on the “Investor Relations” page of its web site, its Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after the Company electronically files such 3 Table of Contents WEIS MARKETS, INC.
The Company makes available, free of charge, on the “Investor Relations” page of its web site, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after the Company electronically files such material or furnishes it to the U.S.
The following summarizes the number of stores by size categories as of year-end: 2024 2024 2023 2023 Square feet Number of stores % of Total Number of stores % of Total Over 55,000 64 32% 64 32% 45,000 to 54,999 70 35% 70 36% 35,000 to 44,999 47 24% 46 23% 25,000 to 34,999 12 6% 12 6% Under 25,000 5 3% 5 3% Total 198 100% 197 100% The Company believes that opening new stores and remodeling current stores are vital for future Company growth.
The following summarizes the number of stores by size categories as of year-end: 2025 2025 2024 2024 Square feet Number of stores % of Total Number of stores % of Total Over 55,000 67 33% 64 32% 45,000 to 54,999 70 35% 70 35% 35,000 to 44,999 49 24% 47 24% 25,000 to 34,999 11 5% 12 6% Under 25,000 5 3% 5 3% Total 202 100% 198 100% The Company believes that opening new stores, fuel centers and remodeling current stores are vital for future Company growth.
The Company continues to effectively compete by offering a strong combination of value, quality and service. The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 190 store locations.
This competition is augmented by the food retail industry’s expansion into the online market in recent years. The Company continues to effectively compete by offering a strong combination of value, quality and service. The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 195 store locations.
The Company’s principal competition consists of international, national, regional and local food chains, as well as independent food stores. The Company also faces substantial competition from convenience stores, membership warehouse clubs, specialty retailers, supercenters and large-scale drug and pharmaceutical chains. This competition is augmented by the food retail industry’s expansion into the online market in recent years.
The Company operates in a highly competitive marketplace. The number and the variety of competitors vary by market. The Company’s principal competition consists of international, national, regional and local food chains, as well as independent food stores. The Company also faces substantial competition from convenience stores, membership warehouse clubs, specialty retailers, supercenters and large-scale drug and pharmacy chains.
The Company’s store fleet includes a variety of sizes with a few locations in operation since the 1950s; all stores are branded Weis Markets and provide the same basic offerings scaled to the size of each store.
All stores are branded Weis Markets and provide the same basic offerings scaled to the size of each store.
Item 1. Business: (continued) material or furnishes it to the U.S. Securities and Exchange Commission (SEC) by clicking on the “SEC Information” link. The Company’s Corporate Governance materials can be found on the “Governance” page of its web site.
Securities and Exchange Commission (SEC) by clicking on the SEC information link. 3 Table of Contents WEIS MARKETS, INC. Item 1. Business: (continued) The Company’s Corporate Governance materials can be found on the “Corporate Governance” page of its web site.
The goal of the sustainability strategy is to reduce the Company’s overall carbon footprint by reducing greenhouse gas emissions and reducing the impact on the environment, which also serves to increase the Company’s efficiency. The Company continues to be a member of the EPA GreenChill program for advancing environmentally beneficial refrigerant management systems.
The goal of the sustainability strategy is to reduce the Company’s overall carbon footprint by reducing greenhouse gas emissions and reducing the impact on the environment, which also serves to increase the Company’s efficiency and benefit the communities in which it operates.
These statistics and more can be found in the Company’s most recently published sustainability report, linked below in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Company operates in a highly competitive marketplace. The number and the variety of competitors vary by market.
The Company adheres to comprehensive refrigerant management ( or strict refrigeration maintenance) standards to proactively reduce refrigerant gas leak rates and continues to refine its food donation and diversion practices. More information can be found in the Company’s most recently published sustainability report, linked below in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Although supply chain conditions relating to labor and materials needed for opening and remodeling stores are stabilizing, labor and supply chain disruptions resulted in multiple store development and construction projects (new, relocated, addition, major remodel) to be carried over for completion in 2025 and 2026.
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The Company currently has fifteen stores certified under this program and plans to expand this program to more stores. Since 2017, the Company has replaced 96% of its stores fluorescent lighting with more energy efficient and environmentally friendly LED lighting. The Company continues to emphasize recycling in all areas, diverting approximately 40 thousand tons of waste from landfills annually.
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Item 1a. Risk Factors: (continued) uncertainties, including, without limitation, the possibility of imprecise assumptions underlying expectations regarding potential synergies and the integration process, unforeseen expenses and delays diverting Management’s time and attention and competitive factors in the marketplace.
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The Company’s investment portfolio may suffer losses from changes in market interest rates and changes in market conditions which could adversely affect results of operations and liquidity. The Company’s marketable securities consist of corporate and municipal bonds, commercial paper and equity securities. These investments are subject to general credit, liquidity, market and interest rate risks.
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As a result, the Company may experience a reduction in value or loss of liquidity from investments, which may have a negative impact on the Company’s financial condition and results of operations. Unexpected factors affecting self-insurance claims and reserve estimates could adversely affect the Company.
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The Company uses a combination of insurance and self-insurance to provide for potential liabilities for workers’ compensation, general liability, vehicle accident, property and employee medical benefit claims.
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Management estimates the liabilities associated with the risks retained by the Company, in part, by considering historical claims experience, demographic and severity factors and other actuarial assumptions which, by their nature, are subject to a high degree of variability. Any projection of losses concerning workers’ compensation and general liability is subject to a high degree of variability.
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Among the causes of this variability are unpredictable external factors affecting future inflation rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. Information Security, Cybersecurity and Data Privacy Risks Disruptions or cybersecurity breaches in the Company’s information technology systems could adversely affect results of operations.
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The Company’s business is highly dependent on complex information technology systems that are vital to its continuing operations. If the Company was to experience difficulties maintaining existing systems or implementing new systems, significant losses could be incurred due to disruptions in its operations.
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Additionally, these systems contain valuable proprietary data as well as receipt and storage of personal information about its employees and customers, in particular electronic payment data and personal health information that, if breached, would have an adverse effect on the Company.
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Such an occurrence could adversely affect the Company’s reputation with its customers, employees, and vendors, as well as the Company’s financial condition, results of operations, and liquidity with potential litigation against the Company or the imposition of penalties.
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The techniques and sophistication used in breach information technology systems and the rapid evolution and increased adoption of artificial intelligence technologies may intensify the Company’s cyber security risks. Supply Chain and Third-Party Risks The Company is affected by certain operating costs which could increase or fluctuate considerably, and other potential disruptions.
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Employee expenses contribute to the majority of the Company’s operating costs. The Company’s financial performance is potentially affected by increasing wage and benefit costs, a competitive labor market, regulatory wage increases and the risk of unionized labor disruptions of its non-union workforce. The Company’s profit is particularly sensitive to the cost of oil.
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Oil prices directly affect the Company’s product transportation costs, as well as its utility and petroleum-based supply costs. It also affects the costs of its suppliers, which impacts its cost of goods. Additionally, disruptions to the Company’s distribution of food products pose significant risks to the Company's operations.
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Various factors such as extreme weather conditions, food and drug safety, health epidemics or pandemics, and civil unrest could all contribute to such disruptions. 5 Table of Contents WEIS MARKETS, INC.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeCurrently, the Company benefits from a combination of its corporate structure and certain state tax laws. The Company is a controlled Company due to the common stock holdings of the Weis family. The Weis family’s share ownership represents approximately 65% of the combined voting power of the Company’s common stock as of December 28, 2024.
Biggest changeThe Company’s future effective tax rate may increase from current rates due to changes in laws and the status of pending items with various taxing authorities. Currently, the Company benefits from a combination of its corporate structure and certain state tax laws. The Company is a controlled Company due to the common stock holdings of the Weis family.
Item 1a. Risk Factors: (continued) Changes in vendor promotions or allowances, including the way vendors target their promotional spending, and the Company’s ability to effectively manage these programs could significantly impact margins and profitability. The Company cooperatively engages in a variety of promotional programs with its vendors.
Risk Factors: (continued) Changes in vendor promotions or allowances, including the way vendors target their promotional spending, and the Company’s ability to effectively manage these programs could significantly impact margins and profitability. The Company cooperatively engages in a variety of promotional programs with its vendors.
Any or all of such requirements could have an adverse effect on the Company’s financial condition, results of operations and liquidity. Changes in tax laws may result in higher income tax. The Company’s future effective tax rate may increase from current rates due to changes in laws and the status of pending items with various taxing authorities.
Any or all of such requirements could have an adverse effect on the Company’s financial condition, results of operations and liquidity. The Company’s operations are exposed to risk from global economic events. In 2025, the United States and foreign governments imposed tariffs on specific goods imported from certain trading partners.
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Currently, one of the Company’s five directors is a member of the Weis family. 6 Table of Contents WEIS MARKETS, INC.
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Item 1a. Risk Factors: (continued) uncertainties, including, without limitation, the possibility of imprecise assumptions underlying expectations regarding potential synergies and the integration process, unforeseen expenses and delays diverting Management’s time and attention and competitive factors in the marketplace.
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The Company’s investment portfolio may suffer losses from changes in market interest rates and changes in market conditions which could adversely affect results of operations and liquidity. The Company’s marketable securities consist of corporate and municipal bonds and commercial paper. These investments are subject to general credit, liquidity, market and interest rate risks.
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As a result, the Company may experience a reduction in value or loss of liquidity from investments, which may have a negative impact on the Company’s financial condition and results of operations. Unexpected factors affecting self-insurance claims and reserve estimates could adversely affect the Company.
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The Company uses a combination of insurance and self-insurance to provide for potential liabilities for workers’ compensation, general liability, vehicle accident, property and employee medical benefit claims.
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Management estimates the liabilities associated with the risks retained by the Company, in part, by considering historical claims experience, demographic and severity factors and other actuarial assumptions which, by their nature, are subject to a high degree of variability. Any projection of losses concerning workers’ compensation and general liability is subject to a high degree of variability.
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Among the causes of this variability are unpredictable external factors affecting future inflation rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. Information Security, Cybersecurity and Data Privacy Risks Disruptions or cybersecurity breaches in the Company’s information technology systems could adversely affect results of operations.
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The Company’s business is highly dependent on complex information technology systems that are vital to its continuing operations. If the Company was to experience difficulties maintaining existing systems or implementing new systems, significant losses could be incurred due to disruptions in its operations.
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Additionally, these systems contain valuable proprietary data as well as receipt and storage of personal information about its employees and customers, in particular electronic payment data and personal health information that, if breached, would have an adverse effect on the Company.
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Such an occurrence could adversely affect the Company’s reputation with its customers, employees, and vendors, as well as the Company’s financial condition, results of operations, and liquidity with potential litigation against the Company or the imposition of penalties.
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The techniques and sophistication used in breach information technology systems and the rapid evolution and increased adoption of artificial intelligence technologies may intensify the Company’s cybersecurity risks. Supply Chain and Third-Party Risks The Company is affected by certain operating costs which could increase or fluctuate considerably, and other potential disruptions.
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Employee expenses contribute to the majority of the Company’s operating costs. The Company’s financial performance is potentially affected by increasing wage and benefit costs, a competitive labor market, regulatory wage increases and the risk of unionized labor disruptions of its non-union workforce. The Company’s profit is particularly sensitive to the cost of oil.
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Oil prices directly affect the Company’s product transportation costs, as well as its utility and petroleum-based supply costs. It also affects the costs of its suppliers, which impacts its cost of goods. Additionally, disruptions to the Company’s distribution of food products pose significant risks to the Company's operations.
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Various factors such as extreme weather conditions, food and drug safety, health epidemics or pandemics, and civil unrest could all contribute to such disruptions. 5 Table of Contents WEIS MARKETS, INC. Item 1a.
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These current or proposed tariffs could result in an adverse and uncertain economic environment. The Company may face risks related to the uncertainty of future government actions, including government shutdowns, or regulations such as tariffs, duties, interpretations, administrative orders or applications that may have an adverse impact on the Company’s business and operations and the operations of the Company’s suppliers.
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Such risks may include lower sales volume, increased material costs, declining profitability, operational supply-chain disruptions and potential retaliatory actions. ​ 6 Table of Contents WEIS MARKETS, INC. Item 1a. Risk Factors: (continued) Changes in tax laws may result in higher income tax.
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The Weis family’s share ownership represents approximately 61% of the combined voting power of the Company’s common stock as of December 27, 2025.
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Currently, one of the Company’s five directors is a member of the Weis family. We have concluded that previously issued financial statements as detailed below should not be relied upon and have restated those previously issued financial statements, which has led to unanticipated costs for accounting and legal fees, and may result in certain other risks.
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We have concluded that our previously issued financial statements as of December 28, 2024 and December 30, 2023, and our previously reported unaudited consolidated financial statements for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024, the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024, and the thirteen weeks ended March 29, 2025 and March 30, 2024 should no longer be relied upon.
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The determination that the applicable financial statements should no longer be relied upon and that these financial statements would be restated was made following the identification of an overstatement of certain inventory amounts related to a single meat product manufacturing plant.
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Although the Company has restated these financial statements and remedial actions are currently being taken in our testing and evaluation of the design and operating effectiveness of these internal controls, as a result of these misstatements, we have become subject to a number of additional risks and uncertainties, including unanticipated costs for accounting and legal fees in connection with or related to the restatement, the potential for litigation and investigations, potential loss of investor confidence, and a negative impact on our stock price.
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Any litigation or investigation could result in substantial defense costs regardless of the outcome and the possibility of substantial damages or settlement costs. We are remediating certain internal controls and procedures, which, if not successful, could result in additional misstatements in our financial statements negatively affecting our results of operations. We are in the process of implementing certain remediation actions.
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See Item 9a. “Controls and Procedures” of this Form 10-K for a description of these remediation measures.
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To the extent these steps are not successful, not sufficient to correct our material weakness in internal control over financial reporting or are not completed in a timely manner, future financial statements may contain material misstatements and we could be required to restate our financial results.
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Any of these matters could adversely affect our business, reputation, revenues, results of operations, financial condition and stock price and limit our ability to access the capital markets through equity or debt issuances.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese relationships enable Management to leverage specialized knowledge and insights with respect to the Company’s cybersecurity strategies and processes. 7 Table of Contents WEIS MARKETS, INC. Item1c.
Biggest changeThese relationships enable Management to leverage specialized knowledge and insights with respect to the Company’s cybersecurity strategies and processes.
Cybersecurity: (continued) The Company's Information Security Incident Response Plan includes detailed processes and controls related to cybersecurity awareness training for employees, phishing simulations, backup and recovery, response planning, vulnerability management and endpoint protection as well as ongoing cybersecurity requirements for third-party service providers. The framework is regularly reviewed, assessed, and updated.
The Company's Information Security Incident Response Plan includes detailed processes and controls related to cybersecurity awareness training for employees, phishing simulations, backup and recovery, response planning, vulnerability management and endpoint protection as well as ongoing cybersecurity requirements for third-party service providers. The framework is regularly reviewed, assessed, and updated.
This framework is designed to mitigate risks related to data breaches or other security incidents originating from third parties.
This framework is designed to mitigate risks related to data breaches or other security incidents originating from third parties. 8 Table of Contents WEIS MARKETS, INC.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties: As of December 28, 2024, the Company owned and operated 105 of its retail food stores and leased and operated 93 stores under operating leases that expire at various dates through 2038.
Biggest changeItem 2. Properties: As of December 27, 2025, the Company owned and operated 108 of its retail food stores and leased and operated 94 stores under operating leases that expire at various dates through 2038.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe Company estimates any exposure to these legal proceedings and establishes accruals for the estimated liabilities, where it is reasonably possible to estimate and where an adverse outcome is probable.
Biggest changeItem 3. Legal Proceedings: The Company estimates any exposure to routine litigation to the business and establishes accruals for the estimated liabilities, where it is reasonably possible to estimate and where an adverse outcome is probable. Kurt Schertle, the former Chief Operating Officer and Secretary of the Company, filed the claim, Kurt Schertle vs.
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Item 3. Legal Proceedings: Neither the Company nor any subsidiary is presently a party to, nor is any of their property subject to, any pending legal proceedings, other than routine litigation incidental to the business that would not have a material adverse effect on the financial results.
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Weis Markets Inc. and the Weis Markets Inc. Retirement Committee, on November 4, 2025 in the U.S. District Court for the Middle District of Pennsylvania. The case relates to certain benefit plan amounts that Mr. Schertle claims he is entitled to as a result of his former employment with the Company. The Company asserts that termination of Mr.
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Schertle’s employment on October 16, 2024 was for cause and that no obligation to Mr. Schertle remains. The Company does not believe the demand received on November 4, 2025 has any merit and will vigorously dispute any claim for payment.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeZeh has worked in senior finance and information technology positions in the food retail and service industries including as Vice President and Chief Information Officer at The Golub Corporation/ Price Chopper Supermarkets. 10 Table of Contents WEIS MARKETS, INC.
Biggest changeZeh has worked in senior finance and information technology positions in the food retail and service industries including as Vice President and Chief Information Officer at The Golub Corporation/Price Chopper Supermarkets. 11 Table of Contents WEIS MARKETS, INC.
Prior to joining the Company, Ms. Rogers held various financial management positions with Foot Locker, Inc. 9 Table of Contents WEIS MARKETS, INC. Information about Our Executive Officers: (continued) (g) Jonathan H. Weis. Mr. Weis joined the Company in 1989. Mr.
Prior to joining the Company, Ms. Rogers held various financial management positions with Foot Locker, Inc. 10 Table of Contents WEIS MARKETS, INC. Information about Our Executive Officers: (continued) (g) Jonathan H. Weis. Mr. Weis joined the Company in 1989. Mr.
Rogers (f) 50 Vice President, Corporate Controller, Assistant Secretary Jonathan H. Weis (g) 57 Chairman of the Board, President and Chief Executive Officer R. Gregory Zeh Jr. (h) 52 Senior Vice President, Chief Information Officer (a) Robert G. Gleeson. Mr. Gleeson joined the Company in October 2018 and was promoted to Vice President of Fresh Merchandising in July 2019.
Rogers (f) 51 Vice President, Corporate Controller, Assistant Secretary Jonathan H. Weis (g) 58 Chairman of the Board, President and Chief Executive Officer R. Gregory Zeh Jr. (h) 53 Senior Vice President, Chief Information Officer (a) Robert G. Gleeson. Mr. Gleeson joined the Company in October 2018 and was promoted to Vice President of Fresh Merchandising in July 2019.
Item 4. Mine Safety Disclosures: Not Applicable. 8 Table of Contents WEIS MARKETS, INC.
Item 4. Mine Safety Disclosures: Not Applicable. 9 Table of Contents WEIS MARKETS, INC.
Gose II (b) 58 Senior Vice President of Operations Michael T. Lockard (c) 55 Senior Vice President, Chief Financial Officer and Treasurer James E. Marcil (d) 66 Senior Vice President of Human Resources John F. O'Hara (e) 65 Senior Vice President of Legal Affairs & Real Estate, Secretary Jeanette R.
Gose II (b) 59 Senior Vice President of Operations Michael T. Lockard (c) 56 Senior Vice President, Chief Financial Officer and Treasurer James E. Marcil (d) 67 Senior Vice President of Human Resources John F. O'Hara (e) 66 Senior Vice President of Legal Affairs & Real Estate, Secretary Jeanette R.
Information about Our Executive Officers The following sets forth the names and ages of the Company’s executive officers as of February 26, 2025, indicating all positions held during the past five years: Name Age Current Title Robert G. Gleeson (a) 59 Chief Operating Officer David W.
Information about Our Executive Officers The following sets forth the names and ages of the Company’s executive officers as of March 12, 2026, indicating all positions held during the past five years: Name Age Current Title Robert G. Gleeson (a) 60 Chief Operating Officer David W.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe companies making up the Peer Group, in no particular order, are, Ingles Markets, Inc.; Koninklijke Ahold Delhaize N.V., added for the year ending December 28, 2024; Village Super Market, Inc.; SpartanNash Co., added for the year ending December 28, 2024; Sprouts Farmers Market, Inc. and The Kroger Company.
Biggest changeThe companies making up the Updated Peer Group, in no particular order, are, Ingles Markets, Inc.; Koninklijke Ahold Delhaize N.V.; Village Super Market, Inc.; Sprouts Farmers Market, Inc. and The Kroger Company. SpartanNash Co. has been removed from the Updated Peer Group due to the acquisition of the company by C&S Wholesale Grocers in September 2025.
The updated Peer group is made up of six retail grocers that the Company feels most closely relate to its size and business profile, including one national grocer the Company believes to be an industry market leader.
The Updated Peer Group is made up of five retail grocers that the Company feels most closely relate to its size and business profile, including one national grocer the Company believes to be an industry market leader.
The graph depicts $100 invested at the close of trading on the last trading day preceding the first day of the fifth preceding year in Weis Markets, Inc. common stock, S&P 500, and the Peer Group. The cumulative total return assumes reinvestment of dividends.
The graph depicts $100 invested at the close of trading on the last trading day preceding the first day of the fifth preceding year in Weis Markets, Inc. common stock, S&P 500, and the Updated and Prior Peer Groups. The cumulative total return assumes reinvestment of dividends.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities: The Company’s stock is traded on the New York Stock Exchange (ticker symbol WMK). The approximate number of shareholders, including individual participants in security position listings on February 26, 2025 was 12,475.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities: The Company’s stock is traded on the New York Stock Exchange (ticker symbol WMK). The approximate number of shareholders, including individual participants in security position listings on March 12, 2026 was 15,765.
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Smart & Final Stores has been removed from the peer group due to the acquisition of the company by Apollo Global Management, LLC in June 2019.
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Comparative Five-Year Total Returns ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 ​ ​ ​ 2021 ​ ​ ​ 2022 ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Weis Markets, Inc. 100.00 138.51 ​ 179.06 ​ 141.98 ​ 157.14 ​ 150.22 S&P 500 100.00 125.82 ​ 102.22 ​ 126.99 ​ 158.97 ​ 184.50 Updated Peer Group 100.00 132.02 129.89 140.35 207.85 225.16 Prior Peer Group 100.00 132.22 130.59 140.44 206.85 224.88 ​ ​ ​ ​
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Comparative Five-Year Total Returns ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2019 2020 2021 2022 2023 2024 Weis Markets, Inc. 100.00 121.26 ​ 170.83 ​ 217.12 ​ 172.16 ​ 189.16 S&P 500 100.00 116.26 ​ 147.52 ​ 118.84 ​ 147.64 ​ 182.05 Updated Peer Group 100.00 113.33 153.85 147.22 157.20 226.45 Prior Peer Group 100.00 110.27 162.03 165.30 179.25 282.28 ​ ​ ​

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeThe Company will develop and cultivate a culture where it is continually “on trend” with its consumers at the current time and where they are going next. The Company researches and studies the wants and needs of core consumers and casual consumers. It measures customer satisfaction and shares insights across the organization to improve communication between Management and its consumers.
Biggest changeThe Company researches and studies the wants and needs of core consumers and casual consumers. It measures customer satisfaction and shares insights across the organization to improve communication between Management and its consumers. The Company uses consumer data to measure the value of programs offered and support consumer attraction and retention.
The Company believes these systems will continue to play a key role in the measurement of the Company’s strategic decisions and financial returns. Focus on Sustainability Strategies The Company strives to be good stewards of the environment and makes this an important part of its overall mission.
The Company believes these systems will continue to play a key role in the measurement of the Company’s strategic decisions and financial returns. Focus on Sustainability Strategies and Community Stewardship The Company strives to be good stewards of the environment and makes this an important part of its overall mission.
Utilizing its own strategically located distribution center and transportation fleet, Weis Markets self distributes approximately 53% of product supplied to stores with the remaining being supplied by direct store vendors and regional wholesalers. In addition, the Company has three manufacturing facilities which process milk, water, ice, ice cream and fresh meat products.
Utilizing its own strategically located distribution center and transportation fleet, Weis Markets self distributes approximately 52% of product supplied to stores with the remaining being supplied by direct store delivery vendors and regional wholesalers. In addition, the Company has three manufacturing facilities which process milk, water, ice, ice cream and fresh meat products.
The Company also currently offers home delivery to customers at all 198 of its locations via multiple grocery delivery partners.
The Company also currently offers home delivery to customers at all 202 of its locations via multiple grocery delivery partners.
The store product selection includes national, local and private brands and the Company promotes competitive pricing by using Everyday Lower Price; Low Price Guarantee; Low, Low Price; 3 Day Sale; senior and military discounts; and Loyalty programs.
The store product selection includes national, local and private brands and the Company promotes competitive pricing by using Everyday Lower Price; Low Price Guarantee; Low, Low Price; Weekly Hot Buys; senior and military discounts; and Loyalty programs.
Management’s Discussion and Analysis of Financial Condition and Results of Operations: Overview The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand Weis Markets, Inc., its operations and its present business environment.
Item 6. [Reserved] 12 Table of Contents WEIS MARKETS, INC. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations: Overview The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand Weis Markets, Inc., its operations and its present business environment.
It is not recommended that this table be considered a substitute for the Company’s operating results as reported in accordance with GAAP.
It is not recommended that this table be considered a substitute for the Company’s operating results as reported in accordance with GAAP. 15 Table of Contents WEIS MARKETS, INC.
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.
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.
Its sustainability strategy operates under four key pillars: green design, natural resource conservation, food and agricultural impact and community impact. The goal of the sustainability strategy is to reduce the Company’s overall carbon footprint by reducing greenhouse gas emissions and reducing the impact on the environment. The Company’s most recently published sustainability report is located at: https://www.weismarkets.com/sustainability.
Its sustainability strategy operates under four key pillars: natural resource conservation, green design, community impact, and food and agricultural impact. The goal of the sustainability strategy is to reduce the Company’s overall carbon footprint by reducing greenhouse gas emissions and reducing the impact on the environment. In November 2025, the Company established the Weis Markets Charitable Foundation, Inc.
Company Overview General Weis Markets is a conventional supermarket chain that operates 198 retail stores with approximately 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.
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Company Overview General 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.
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Company Overview (continued) The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 190 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 corporate offices are located in Sunbury, Pennsylvania 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 195 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 will continue to assess and upgrade underlying technologies to support human capital development as a strategic imperative for future growth. Become More Relevant to Consumers Understanding the consumer is crucial to the Company’s strategic plan.
The Company will continue to assess and upgrade underlying technologies to support human capital development as a strategic imperative for future growth. 14 Table of Contents WEIS MARKETS, INC. Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Company Overview (continued) Develop and Align Organizational Capabilities The Company will elevate organizational capacity to support decision effectiveness and deliver consistent execution. To support this strategy the Company will assess organizational capacity to support the Company’s strategic direction.
As part of this strategy, Management is committed to offering its customers a strong combination of quality, service and value. Develop and Align Organizational Capabilities The Company will elevate organizational capacity to support decision effectiveness and deliver consistent execution. To support this strategy the Company will assess organizational capacity to support the Company’s strategic direction.
Removed
Item 6. [Reserved] ​ ​ ​ 11 Table of Contents WEIS MARKETS, INC. ​ ​ ​ Item 7.
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Restatement of Previously Issued Financial Statements The accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations gives effect to the restatement of the Company’s previously reported consolidated financial statements for the years ended December 28, 2024 and December 30, 2023.
Removed
The corporate offices are located in Sunbury, Pennsylvania where the Company was founded in 1912. ​ 12 Table of Contents WEIS MARKETS, INC. Item 7.
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As described in our Current Report on Form 8-K filed on February 20, 2026, the Audit Committee concluded that such previously issued financial statements and related previously reported unaudited consolidated financial statements for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024, the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024, and the thirteen weeks ended March 29, 2025 and March 30, 2024 should no longer be relied upon.
Removed
The Company uses consumer data to measure the value of programs offered and support consumer attraction and retention.
Added
This restatement related to the Company’s overstatement of certain inventory amounts related to a single meat product manufacturing plant. The Audit Committee oversaw an investigation of this matter with the assistance of outside counsel and forensic accountants.
Removed
As part of this strategy, Management is committed to offering its customers a strong combination of quality, service and value. 13 Table of Contents WEIS MARKETS, INC. Item 7.
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Following the investigation, the Company determined that the overstatement resulted from the actions of a single former non-executive employee who intentionally altered inventory amounts.
Removed
Year-over-year and sequential comparisons are the primary calculations used to analyze operating results, however, due to significant fluctuations caused by the COVID-19 pandemic, inflation and declining government benefits, Management believes it is necessary to provide a Two-Year Stacked Comparable Store Sales analysis.
Added
Company management also re-evaluated the effectiveness of the Company’s internal control over financial reporting and identified material weaknesses in the Company’s internal control over financial reporting as of December 27, 2025, described in Part II, Item 9a. “Control and Procedures” of this Form 10-K.
Removed
The following table provides the two-year stacked comparable store sales, excluding fuel and adjusted for an additional week in 2022 for the fiscal years ended December 28, 2024, and December 30, 2023, as well as fiscal years ended December 30, 2023, and December 31, 2022, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage Change ​ ​ Year Ended ​ ​ ​ 2024 vs. 2023 ​ ​ 2023 vs. 2022 ​ Comparable store sales, adjusted for an additional week in 2022, excluding fuel (individual year) ​ ​ 1.9 % ​ 2.3 % Comparable store sales, adjusted for an additional week in 2022, excluding fuel (two-year stacked) ​ ​ 4.2 ​ ​ ​ ​ Comparable store sales, adjusted for an additional week in 2022 (individual year) ​ ​ 1.7 ​ ​ 1.7 ​ Comparable store sales, adjusted for an additional week in 2022 (two-year stacked) ​ ​ 3.4 ​ ​ ​ ​ Comparable store sales, excluding fuel (individual year) ​ ​ 1.9 ​ ​ 0.3 ​ Comparable store sales, excluding fuel (two-year stacked) ​ ​ 2.2 ​ ​ ​ ​ Comparable store sales (individual year) ​ ​ 1.7 ​ ​ (0.2) % Comparable store sales (two-year stacked) ​ ​ 1.5 % ​ ​ ​ The 2024 and 2023 years were comprised of 52 weeks, whereas the 2022 year was comprised of 53 weeks. 14 Table of Contents WEIS MARKETS, INC.
Added
For additional information and a detailed discussion of the restatement, see Note 1 and Note 12 in the notes to our consolidated financial statements included in this Annual Report on Form 10-K.
Added
Restatement adjustments have also been made to the previously reported unaudited consolidated financial statements for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024, the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024, and the thirteen weeks ended March 29, 2025 and March 30, 2024.
Added
For additional information related to the interim period restatements, see Note 1 and Note 12 in the notes to our consolidated financial statements included in this Annual Report on Form 10-K. ​ ​ 13 Table of Contents WEIS MARKETS, INC. Item 7.
Added
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Company Overview (continued) ● Become More Relevant to Consumers – Understanding the consumer is crucial to the Company’s strategic plan. The Company will develop and cultivate a culture where it is continually “on trend” with its consumers at the current time and where they are going next.
Added
(the “Foundation”), a federal income tax-exempt nonprofit corporation organized under Internal Revenue Code Section 501(c)(3) as a public charity. The Foundation’s mission is to continue to support and assist the local nonprofit organizations in communities where the Company operates. The Company’s most recently published sustainability report is located at: https://www.weismarkets.com/sustainability .

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

49 edited+23 added10 removed9 unchanged
Biggest changeThe Company only includes retail food stores in the calculation. Analysis of Consolidated Statements of Income Percentage Change (amounts in thousands except per share amounts) 2024 2023 2022 2024 vs. 2023 vs. For the Fiscal Years Ended December 28, 2024, December 30, 2023 and December 31, 2022 (52 Weeks) (52 Weeks) (53 Weeks) 2023 2022 Net sales $ 4,773,880 $ 4,696,950 $ 4,695,943 1.6 % 0.0 % Other revenue 17,850 17,623 18,043 1.3 (2.3) Total revenue 4,791,730 4,714,573 4,713,986 1.6 0.0 Cost of sales, including advertising, warehousing and distribution expenses 3,587,651 3,535,009 3,514,029 1.5 0.6 Gross profit 1,204,079 1,179,564 1,199,957 2.1 (1.7) Gross profit margin 25.2 % 25.1 % 25.6 % Operating, general and administrative expenses 1,072,364 1,042,378 1,042,905 2.9 (0.1) O, G & A, percent of net sales 22.5 % 22.2 % 22.2 % Income from operations 131,715 137,186 157,052 (4.0) (12.6) Operating margin 2.8 % 2.9 % 3.3 % Investment income (loss) and interest expense 21,970 13,162 (82) 66.9 16151.2 Investment income (loss) and interest expense, percent of net sales 0.5 % 0.3 % 0.0 % Other income (expense) (3,409) (3,652) 3,807 6.7 (195.9) Other income (expense), percent of net sales (0.1) % (0.1) % 0.1 % Income before provision for income taxes 150,275 146,696 160,777 2.4 (8.8) Income before provision for income taxes, percent of net sales 3.1 % 3.1 % 3.4 % Provision for income taxes 40,334 42,868 35,581 (5.9) 20.5 Effective income tax rate 26.8 % 29.2 % 22.1 % Net income $ 109,941 $ 103,828 $ 125,196 5.9 % (17.1) % Net income, percent of net sales 2.3 % 2.2 % 2.7 % Basic and diluted earnings per share $ 4.09 $ 3.86 $ 4.65 6.0 % (17.0) % Net Sales Individual Year-Over-Year Analysis of Sales Percentage Change 2024 vs. 2023 vs. 2023 2022 Net sales, adjusted for an additional week in 2022, excluding fuel 1.8 % 2.6 % Net sales, adjusted for an additional week in 2022 1.6 1.9 Net sales, excluding fuel 1.8 0.6 Net sales 1.6 0.0 Comparable store sales excluding fuel 1.9 0.3 Comparable store sales 1.7 % (0.2) % The 2024 and 2023 years were comprised of 52 weeks, whereas the 2022 year was comprised of 53 weeks. When calculating the percentage change in comparable store sales, the Company defines a new store to be comparable when it has been in operation after five full fiscal quarters.
Biggest changeThe Company only includes retail food stores in the calculation. Analysis of Consolidated Statements of Income 2024 2023 Percentage Change (amounts in thousands except per share amounts) 2025 (As restated) (As restated) 2025 vs. 2024 vs. For the Fiscal Years Ended December 27, 2025, December 28, 2024 and December 30, 2023 (52 Weeks) (52 Weeks) (52 Weeks) 2024 2023 Net sales $ 4,939,373 $ 4,773,880 $ 4,696,950 3.5 % 1.6 % Other revenue 18,336 17,850 17,623 2.7 1.3 Total revenue 4,957,709 4,791,730 4,714,573 3.5 1.6 Cost of sales, including advertising, warehousing and distribution expenses 3,717,846 3,592,980 3,539,054 3.5 1.5 Gross profit 1,239,863 1,198,750 1,175,519 3.4 2.0 Gross profit margin 25.1 % 25.1 % 25.0 % Operating, general and administrative expenses 1,126,210 1,072,364 1,042,378 5.0 2.9 O, G & A, percent of net sales 22.8 % 22.5 % 22.2 % Income from operations 113,653 126,386 133,141 (10.1) (5.1) Operating margin 2.3 % 2.6 % 2.8 % Investment income (loss) and interest expense 14,697 21,970 13,162 (33.1) 66.9 Investment income (loss) and interest expense, percent of net sales 0.3 % 0.5 % 0.3 % Other income (expense) (4,403) (3,409) (3,652) 29.2 (6.7) Other income (expense), percent of net sales (0.1) % (0.1) % (0.1) % Income before provision for income taxes 123,947 144,947 142,651 (14.5) 1.6 Income before provision for income taxes, percent of net sales 2.5 % 3.0 % 3.0 % Provision for income taxes 30,256 38,923 41,797 (22.3) (6.9) Effective income tax rate 24.4 % 26.9 % 29.3 % Net income $ 93,691 $ 106,024 $ 100,854 (11.6) % 5.1 % Net income, percent of net sales 1.9 % 2.2 % 2.1 % Basic and diluted earnings per share $ 3.65 $ 3.94 $ 3.75 (7.4) % 5.0 % 16 Table of Contents WEIS MARKETS, INC.
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.
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.
The Company anticipates to fund 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 revolving credit agreement.
The Company continues to reinvest and anticipates to fund 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.
Readers should carefully review the risk factors described in other documents the Company files periodically with the Securities and Exchange Commission. 21 Table of Contents WEIS MARKETS, INC.
Readers should carefully review the risk factors described in other documents the Company files periodically with the Securities and Exchange Commission. 23 Table of Contents WEIS MARKETS, INC.
Depreciation and amortization expense charged to “Operating, general and administrative expenses” was $102.8 million, or 2.2% of net sales, for 2024 compared to $98.0 million, or 2.2% of net sales, for 2023 compared to $94.6 million, or 2.0% of net sales, for 2022. See the Liquidity and Capital Resources section for further information regarding the Company’s capital expenditure program.
Depreciation and amortization expense charged to “Operating, general and administrative expenses” was $112.8 million, or 2.3% of net sales, for 2025 compared to $102.8 million, or 2.2% of net sales, for 2024 compared to $98.0 million, or 2.2% of net sales, for 2023. See the Liquidity and Capital Resources section for further information regarding the Company’s capital expenditure program.
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 as the required performance is completed.
Warehouse and back-haul allowances provided by suppliers for distributing their product through the Company’s distribution system are recorded in cost of sales as the required performance is completed.
Employee-related costs such as wages, employer paid taxes, health care benefits and retirement plans, comprise approximately 55.7% of the total “Operating, general and administrative expenses.” As a percent of sales, direct store labor increased by 0.2% in 2024 compared to 2023 and increased 0.1% in 2023 compared to 2022.
Employee-related costs such as wages, employer paid taxes, health care benefits and retirement plans, comprise approximately 58.8% of the total “Operating, general and administrative expenses.” As a percent of sales, direct store labor increased by 0.1% in 2025 compared to 2024 and increased by 0.2% in 2024 compared to 2023 due to increased wage expenses for hourly employees.
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 28, 2024, the availability under the revolving credit agreement was $14.5 million with $15.5 million of letters of credit outstanding.
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 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 financial condition of the Company, results of operations and other factors which the Board of Directors deems relevant. 18 Table of Contents WEIS MARKETS, INC. Item 7.
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 financial condition of the Company, results of operations and other factors which the Board of Directors deems relevant.
The bill made significant changes to the Commonwealth’s corporate income tax laws which included lowering the tax rate gradually from 9.99% in 2022 to 4.99% in 2031, offset by taxable income changes, inclusive of, updating market sourcing rules, and codifying the economic nexus standard. Liquidity and Capital Resources The primary source of cash is cash flows generated from operations.
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.
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. 15 Table of Contents WEIS MARKETS, INC. Item 7.
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. According to the latest U.S.
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”).
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 amended on September 29, 2023, with Wells Fargo Bank, N.A. (the “Credit Agreement”).
Contractual Obligations The following table represents scheduled maturities of the Company’s long-term contractual obligations as of December 28, 2024. Payments due by period Less than More than (dollars in thousands) Total 1 year 1-3 years 3-5 years 5 years Operating leases $ 202,996 $ 47,184 $ 76,339 $ 45,813 $ 33,660 Total $ 202,996 $ 47,184 $ 76,339 $ 45,813 $ 33,660 Off-Balance Sheet Arrangements The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the Company’s financial condition, results of operations or cash flows. 19 Table of Contents WEIS MARKETS, INC.
Contractual Obligations The following table represents scheduled maturities of the Company’s long-term contractual obligations as of December 27, 2025. Payments due by period Less than More than (dollars in thousands) Total 1 year 1-3 years 3-5 years 5 years Operating leases $ 203,005 $ 47,882 $ 78,095 $ 42,755 $ 34,273 Total $ 203,005 $ 47,882 $ 78,095 $ 42,755 $ 34,273 Off-Balance Sheet Arrangements The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the Company’s financial condition, results of operations or cash flows.
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. 16 Table of Contents WEIS MARKETS, INC. Item 7.
The Company has experienced retail inflation and deflation in various commodities for the periods presented. 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.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Critical 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.
Critical 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.
The Significant Accounting Policies are summarized in Note 1 to the Consolidated Financial Statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that the Company makes estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that the Company makes estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances.
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.
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.
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Critical Accounting Policies and Estimates (continued) 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.
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.
For example, risks and uncertainties can arise with changes in: general economic conditions, including their impact on capital expenditures; business conditions in the retail industry; the regulatory environment; rapidly changing technology and competitive factors, including increased competition with regional and national retailers; and price pressures.
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; price pressures; further expenditures related to restatement of our financial statement; and the results of any shareholder actions associated with the restatements.
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Results of Operations (continued) Operating, General and Administrative Expenses The majority of the expenses were driven by increased sales volume.
Operating, General and Administrative Expenses The majority of the expenses were driven by increased sales volume.
The Company also currently offers home delivery to customers in all 198 of its locations via multiple grocery delivery partners. 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.
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.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Results of Operations (continued) 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.
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Results of Operations (continued) Net Sales Individual Year-Over-Year Analysis of Sales Percentage Change 2025 vs. 2024 vs. 2024 2023 Net sales, excluding fuel 3.4 % 1.8 % Net sales 3.5 1.6 Comparable store sales, excluding fuel 2.1 1.9 Comparable store sales 2.0 % 1.7 % When calculating the percentage change in comparable store sales, the Company defines a new store to be comparable when it has been in operation after five full fiscal quarters.
The Company is self-insured for certain healthcare claims and stop-loss coverage is maintained for individual annual claim occurrences exceeding a $600 thousand specific deductible. The Company is liable for workers’ compensation claims ranging from $1.0 million to $2.0 million per claim.
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 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 its Consolidated Financial Statements.
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 its Consolidated Financial Statements. The assessment of the Company’s tax position relies on the judgment of Management to estimate the more likely than not merits associated with the Company’s various tax positions.
The Company’s investment portfolio consists of high-grade bonds with maturity dates between one and 30 years and four high yield, large capitalized public company equity securities. The portfolio totaled $192.0 million as of December 28, 2024. Management anticipates maintaining the investment portfolio but has the ability to liquidate if needed. See “Item 7a.
As of December 27, 2025, the Company’s marketable securities portfolio totaled $97.1 million consisting of high-grade corporate and municipal bonds with maturity dates between one and 30 years, commercial paper, and no equity securities. Management anticipates maintaining the investment portfolio but has the ability to liquidate if needed. See “Item 7a.
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.
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. 21 Table of Contents WEIS MARKETS, INC. Item 7.
Quantitative and Qualitative Disclosures about Market Risk” for more details regarding the Company’s market risk. The Company’s capital expenditure program includes the construction of new superstores, 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.
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Results of Operations (continued) 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.
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.
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.
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Results of Operations (continued) Cash Flow Information (amounts in thousands) For the Fiscal Years Ended December 28, 2024, 2024 2023 2022 2024 vs. 2023 vs. December 30, 2023 and December 31, 2022 (52 weeks) (52 Weeks) (53 weeks) 2023 2022 Net cash provided by (used in): Operating activities $ 187,467 $ 201,602 $ 218,024 $ (14,135) $ (16,422) Investing activities (144,779) (138,800) (111,107) (5,979) (27,693) Financing activities (36,582) (36,582) (34,968) (1,614) Operating Cash flows from operating activities decreased in 2024 as compared to 2023 and 2022.
Cash Flow Information (amounts in thousands) For the Fiscal Years Ended December 27, 2025, 2025 2024 2023 2025 vs. 2024 vs. December 28, 2024 and December 30, 2023 (52 weeks) (52 Weeks) (52 weeks) 2024 2023 Net cash provided by (used in): Operating activities $ 207,206 $ 187,467 $ 201,602 $ 19,739 $ (14,135) Investing activities (105,321) (144,779) (138,800) 39,458 (5,979) Financing activities (175,117) (36,582) (36,582) (138,535) Operating Cash flows from operating activities increased in 2025 as compared to 2024 and 2023.
The 52-week average price of gasoline in the Central Atlantic States, according to the U.S. Department of Energy, decreased 10.1%, or $0.42 per gallon, in 2023 compared to the 53-week average in 2022. Comparable store sales, excluding fuel and adjusted for the 53rd week in 2022, increased for all years presented.
Department of Energy, decreased 5.1%, or $0.19 cents per gallon, in 2024 compared to the 52-week average in 2023. Comparable store sales, excluding fuel, and comparable stores sales, including fuel, both increased for all years presented. Comparable store sales, excluding fuel, increased 2.1% and comparable store sales, including fuel, increased 2.0% for 2025 compared to 2024.
The Company increased its quarterly dividend from 32 cents per share to 34 cents per share in the fourth quarter of 2022. The Company expects to continue paying regular cash dividends on a quarterly basis. However, the Board of Directors reconsiders the declaration of dividends quarterly.
Quarterly Cash Dividends Total cash dividend payments on common stock, on a per share basis, amounted to $1.36 in 2025, 2024 and 2023. The Company expects to continue paying regular cash dividends on a quarterly basis. However, the Board of Directors reconsiders the declaration of dividends quarterly.
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.
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.
Bureau of Labor Statistics’ index rates may be reflective of a trend, it will not necessarily be indicative of the Company’s actual results. According to the U.S. Department of Energy, the 52-week average price of gasoline in the Central Atlantic States decreased 5.1%, or $0.19 cents per gallon, in 2024 compared to the 52-week average in 2023.
Department of Energy, the 52-week average price of gasoline in the Central Atlantic States decreased 7.1%, or $0.25 cents per gallon, in 2025 compared to the 52-week average in 2024. The 52-week average price of gasoline in the Central Atlantic States, according to the U.S.
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.
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.
The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 190 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.
“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 in all 202 of its locations via multiple grocery delivery partners.
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Results of Operations (continued) Net Sales (continued) According to the latest U.S. Bureau of Labor Statistics’ report, the annual Food-at-Home Price Index increased 1.8% in 2024, adjusted, 5.0% in 2023 and 11.4% in 2022. Even though the U.S.
Bureau of Labor Statistics’ report, the annual Food-at-Home Price Index increased 2.4% in 2025, 1.8% in 2024, and 5.0% in 2023. Even though the U.S. Bureau of Labor Statistics’ index rates may be reflective of a trend, it will not necessarily be indicative of the Company’s actual results. According to the U.S.
In 2024, the Company purchased two previously leased store locations. The Company also completed a business acquisition in 2024, for which cash consideration totaled $16.2 million. Financing The Company paid dividends of $36.6 million in 2024, $36.6 million in 2023 and $35.0 million in 2022.
The Company also completed a business acquisition in 2024, for which cash consideration totaled $16.2 million.
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.
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.” 22 Table of Contents WEIS MARKETS, INC. Item 7.
Forward-Looking Statements In addition to historical information, this Annual 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.
Any forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected.
As a percentage of sales, capital expenditures totaled 3.5% in 2024, 2.2% in 2023 and 2.5% in 2022. The Company decreased its marketable securities holdings in 2024 by $34.0 million to fund the increase in capital expenditures and increased its marketable securities holdings in 2023 by approximately $39.5 million and in 2022 the Company maintained its marketable securities portfolio.
The Company decreased its marketable securities holdings in 2025 by $94.9 million to partially fund the share purchase transaction referenced in Note 13 and decreased its marketable securities holdings in 2024 by $34.0 million to fund the increase in capital expenditures and increased its marketable securities holdings in 2023 by approximately $39.5 million. 20 Table of Contents WEIS MARKETS, INC.
The Company experienced unfavorable non-cash LIFO inventory valuation adjustments, decreasing gross profit by $608 thousand, $6.7 million and $29.2 million in 2024, 2023 and 2022, respectively. The Company has experienced retail inflation and deflation in various commodities for the periods presented.
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Results of Operations (continued) Cost of Sales and Gross Profit (continued) The Company experienced unfavorable non-cash LIFO inventory valuation adjustments, decreasing gross profit by $302 thousand, $608 thousand and $6.7 million in 2025, 2024 and 2023, respectively.
Rental income is recorded when earned as a component of “Operating, general and administrative expenses.” Self-Insurance The Company is self-insured for a majority of its workers’ compensation, general liability, vehicle accident and employee medical benefit claims.
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Critical Accounting Policies and Estimates (continued) Self-Insurance The Company is self-insured for a majority of its workers’ compensation, general liability, vehicle accident and employee medical benefit claims.
Direct store labor expenses increased in 2024 compared to 2023 due to increased wage expenses for hourly employees. Direct store labor increased slightly in 2023 compared to 2022 due to flat net sales results for the same period. Management continues to monitor store labor efficiencies and develop labor standards to reduce costs while maintaining the Company’s customer service expectations.
Management continues to monitor store labor efficiencies and develop labor standards to reduce costs while maintaining the Company’s customer service expectations.
A breakdown of the material increases (decreases) as a percent of sales in "Operating, general and administrative expenses" is as follows: 2024 vs. 2023 (amounts in thousands) Increase Increase (Decrease) December 28, 2024 (Decrease) as a % of sales Employee expense $ 12,498 0.1 % Employee insurance benefits expense 4,684 0.1 Third party fees (information technology, consulting, and financial service fees) 9,769 0.2 Supplies expense 2,999 0.0 Other expenses (utilities, asset disposals, and deferred compensation plan liability) 36 (0.1) The net increase in other expenses to 2024 from 2023 included a gain from the asset disposal on the sale of business assets and the change in the Company’s deferred compensation plan liability. Employee insurance benefit expense increased in 2024 from 2023 due to more high dollar claims. 2023 vs. 2022 (amounts in thousands) Increase Increase (Decrease) December 30, 2023 (Decrease) as a % of sales Employee insurance benefits expense $ (6,338) (0.1) % Fixed expense (amortization, depreciation, insurance expenses, and occupancy costs) 3,999 0.1 Repairs and maintenance expense 3,563 0.1 Other expenses (employee expense, utilities, technology, asset disposals and insurance proceeds) (1,751) (0.1) The majority of the decrease in other expenses to 2023 from 2022 were technology expenses due to more third-party information technology subscription and consulting services offset by less asset disposals and insurance proceeds.
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Results of Operations (continued) 2024 vs. 2023 (amounts in thousands) Increase Increase (Decrease) December 28, 2024 (Decrease) as a % of sales Employee expense $ 12,498 0.1 % Employee insurance benefits expense 4,684 0.1 Third party expense (technology, consulting, and financial service fees) 9,769 0.2 Supplies expense 2,999 0.0 Other expenses (utilities, asset disposals, and deferred compensation plan liability) 36 (0.1) Operating, general, and administrative expenses as a percent of sales increased by 0.3% for the fiscal year ended December 28, 2024, compared with 2023.
The decrease in 2024 from 2023 is due to increased value of inventory on hand due to timing of New Year’s selling period and in 2023 from 2022 is due to lower net income. Investing Property and equipment purchases totaled $168.5 million in 2024, $104.0 million in 2023 and $122.2 million in 2022.
The increase in 2025 from 2024 is due to a decrease in current income taxes as a result of the impacts of the OBBBA and the decrease in 2024 from 2023 is due to increased value of inventory on hand due to timing of New Year’s selling period.
These estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances. The Company evaluates these estimates and assumptions on an ongoing basis and may retain outside consultants, lawyers and actuaries to assist in its evaluation.
The Company evaluates these estimates and assumptions on an ongoing basis and may retain outside consultants, lawyers and actuaries to assist in its evaluation. The Company believes the following accounting policies are the most critical because they involve the most significant judgments and estimates used in preparation of its Consolidated Financial Statements.
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Results of Operations (continued) Provision for Income Taxes The effective income tax rate was 26.8%, 29.2% and 22.1% in 2024, 2023, and 2022, respectively. The effective income tax rate differs from the federal statutory rate of 21% primarily due to state taxes as well as nondeductible employee-related expenses.
The effective income tax rate differs from the federal statutory rate of 21% primarily due to state taxes, federal and state tax credits, and nondeductible employee-related expenses.
The 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. Quarterly Cash Dividends Total cash dividend payments on common stock, on a per share basis, amounted to $1.36 in 2024, $1.36 in 2023 and $1.30 in 2022.
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 year ended December 27, 2025.
Property and casualty insurance coverage is maintained with outside carriers at deductible or retention levels ranging from $250 thousand to $1.0 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.
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. Forward-Looking Statements In addition to historical information, this Annual Report may contain forward-looking statements, which are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
Removed
Comparable store sales, including fuel, increased in 2024 compared to 2023, which decreased when compared to 2022. On a comparable store sales basis pharmacy services increased in sales driven by the increased number of filled prescriptions. Comparable store sales increased 1.9% excluding fuel and 1.7% including fuel for 2024 compared to 2023.
Added
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Results of Operations (continued) Year-over-year and sequential comparisons are the primary calculations used to analyze operating results, however, due to significant fluctuations caused by retail inflation and deflation in various commodities and changes in government benefits such as SNAP/EBT, Management believes it is necessary to provide a Two-Year Stacked Comparable Store Sales analysis.
Removed
Gross profit rate was 25.2% in 2024, 25.1% in 2023, and 25.6% in 2022. The increase in gross profit rate is attributable to increased grocery sales, which have a higher gross profit margin than pharmacy and fuel sales.
Added
The following table provides the two-year stacked comparable store sales, including and excluding fuel, for the fiscal years ended December 27, 2025, and December 28, 2024, as well as fiscal years ended December 28, 2024, and December 30, 2023, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage Change ​ ​ Year Ended December 27, 2025 ​ ​ 2025 vs. 2024 ​ ​ 2024 vs. 2023 ​ Comparable store sales, excluding fuel (individual year) ​ ​ 2.1 ​ ​ 1.9 ​ Comparable store sales, excluding fuel (two-year stacked) ​ ​ 4.0 ​ ​ ​ ​ Comparable store sales (individual year) ​ ​ 2.0 ​ ​ 1.7 % Comparable store sales (two-year stacked) ​ ​ 3.7 % ​ ​ ​ ​ 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.
Removed
During 2023, the Company completed a multi-year initiative to install or upgrade self-checkouts in its stores in response to customer preference and labor supply, including adding convertible dual-use checkout lanes.
Added
On a comparable store sales basis, pharmacy services increased in sales driven by the increased number of filled prescriptions. The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 195 store locations.
Removed
Employee insurance benefits expense decreased to 2023 from 2022 due to a dependent audit which resulted in fewer claims. ​ 17 Table of Contents WEIS MARKETS, INC. Item 7.
Added
Gross profit rate was 25.1% in 2025 and 2024, and 25.0% in 2023. The increase is attributable to initiatives to improve merchandise category gross profit performance. 17 Table of Contents WEIS MARKETS, INC. Item 7.
Removed
The Company reduced its provision for income taxes by $5.5 million in 2022 primarily due to the effects of Pennsylvania House Bill 1342 which was enacted on July 8, 2022.
Added
A breakdown of the material increases (decreases) as a percent of sales in "Operating, general and administrative expenses" is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 vs. 2024 ​ (amounts in thousands) ​ Increase ​ Increase (Decrease) ​ December 27, 2025 ​ ​ ​ (Decrease) ​ ​ ​ as a % of sales ​ Employee expense ​ $ 19,732 ​ 0.0 % Fixed expense (depreciation and amortization expense) ​ ​ 13,046 ​ 0.1 ​ Employee insurance benefits expense ​ ​ 11,786 ​ 0.2 ​ Outside services and repairs expense ​ ​ 8,185 ​ 0.0 ​ Utilities expense ​ ​ 4,332 ​ 0.1 ​ Gain on disposition of fixed assets (real estate property sales) ​ ​ (3,386) ​ (0.1) ​ Other expenses (supplies and travel expense) ​ ​ 151 ​ 0.0 ​ ​ Operating, general, and administrative expenses as a percent of sales increased by 0.3% for the fiscal year ended December 27, 2025, compared with 2024.
Removed
The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company. The Company has not had an obligation on the Credit Agreement since the second quarter of 2018.
Added
The increase was driven primarily by higher employee-related expenses, including increased base pay and one-time deferred compensation plan liability credit in 2024, partially offset by lower employee incentive compensation costs.
Removed
The Company completed the purchase of a store located in Newville, Pennsylvania in the first quarter of 2025. Management continues to reinvest in its long-term capital expenditure program including plans to complete multiple carryover projects from prior years that were delayed due to labor and supply chain disruptions.
Added
Additional increases resulted from higher employee insurance benefits expense; higher outside services and repairs expense, including asset maintenance costs, technology contract costs, and share purchase transaction costs; higher fixed expenses due to increased depreciation and amortization costs associated with five new or relocated stores and twelve acquired competitor pharmacy prescription files; and higher utilities expense.
Removed
The Company increased its quarterly dividend from 32 cents per share to 34 cents per share in the fourth quarter of 2022.
Added
These increases were partially offset by a net gain on the disposition of fixed assets related to real estate property sales, which reduced operating, general, and administrative expenses in 2025 compared with 2024. ​ ​ ​ 18 Table of Contents WEIS MARKETS, INC. Item 7.
Removed
The Company believes the following accounting policies are the most critical because they involve the most significant judgments and estimates used in preparation of its Consolidated Financial Statements. Inventories Inventories are valued at the lower of cost or net realizable value, using both the retail inventory and average cost methods.
Added
The increase was driven primarily by higher employee-related expense; higher employee insurance benefits expense; higher third party expense, including technology, consulting, and financial services costs; and higher supplies expense.
Removed
The assessment of the Company’s tax position relies on the judgment of Management to estimate the more likely than not merits associated with the Company’s various tax positions. 20 Table of Contents WEIS MARKETS, INC. Item 7.
Added
These increases were partially offset by a net gain on the disposition of fixed assets related to real estate property sales and a one-time deferred compensation plan liability credit in 2024 in comparison to 2023. Provision for Income Taxes The effective income tax rate was 24.4%, 26.9% and 29.3% in 2025, 2024, and 2023, respectively.
Added
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.
Added
In accordance with Accounting Standards Codification ASC 740, “Income Taxes”, the Company recognized the enacted legislation effective September 27, 2025. The legislation has multiple effective dates with some provisions taking effect in 2025 and others phased in through 2027. As a result of the Company’s elections, the 2025 cash taxes decreased with no material impact to its effective tax rate.
Added
The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company. On October 1, 2025, the Company divested a portion of its marketable securities portfolio to increase cash and cash equivalents liquidity to satisfy working capital obligations, selling $7.2 million in equity securities and $24.4 million in corporate and municipal bonds.
Added
Quantitative and Qualitative Disclosures about Market Risk” for more details regarding the Company’s market risk. ​ 19 Table of Contents WEIS MARKETS, INC. Item 7.
Added
In 2025, the Company acquired one store in Pennsylvania and opened three new stores in Maryland and one new store in Delaware.
Added
The Company has no other commitment of capital resources as of December 27, 2025, other than the lease commitments on its store facilities and transportation equipment under operating leases that expire at various dates through 2038.
Added
Investing Property and equipment purchases totaled $205.2 million in 2025, $168.5 million in 2024 and $104.0 million in 2023. As a percentage of sales, capital expenditures totaled 4.2% in 2025, 3.5% in 2024 and 2.2% in 2023. In 2025, the Company purchased one new location and opened four new stores.
Added
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Results of Operations (continued) Financing Net cash used in financing activities in 2025 was $175.1 million compared to $36.6 million in 2024. The Company purchased 2,153,846 shares of common stock from the trustees of The Patricia R. Weis Marital Trust and The Patricia G.
Added
Ross Weis Revocable Trust at $65.00 per share on June 6, 2025 for an aggregate purchase price of $140.0 million dollars, as further described in Note 13. The Company paid dividends of $35.1 million in 2025, $36.6 million in 2024 and $36.6 million in 2023.
Added
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.
Added
Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued) Critical Accounting Policies and Estimates (continued) 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeQuantitative and Qualitative Disclosures about Market Risk: (dollars in thousands) Expected Maturity Dates Fair Value December 28, 2024 2025 2026 2027 2028 2029 Thereafter Total Dec. 28, 2024 Rate sensitive assets: Fixed interest rate securities $ 69,729 $ 26,000 $ 13,459 $ 13,995 $ 6,410 $ 55,135 $ 184,728 $ 186,041 Average interest rate 3.39 % 2.37 % 3.50 % 2.80 % 3.09 % 2.63 % 2.88 % Other Relevant Market Risks The Company’s equity securities at December 28, 2024 had a fair value of $5.9 million.
Biggest changeQuantitative and Qualitative Disclosures about Market Risk: (dollars in thousands) Expected Maturity Dates Fair Value December 27, 2025 2026 2027 2028 2029 2030 Thereafter Total Dec. 27, 2025 Rate sensitive assets: Fixed interest rate securities $ 8,620 $ 9,785 $ 8,270 $ 4,775 $ 6,345 $ 57,460 $ 95,255 $ 97,091 Average interest rate 1.91 % 1.97 % 2.18 % 2.60 % 2.18 % 4.31 % 3.39 % Other Relevant Market Risks On October 1, 2025, the Company divested a portion of its marketable securities portfolio to increase cash and cash equivalents liquidity to satisfy working capital obligations, selling $7.2 million in equity securities and $24.4 million in corporate and municipal bonds.
The Company’s revolving credit agreement is exposed to interest rate fluctuations to the extent of changes in the SOFR rate. The Company believes this exposure is not material due to availability of liquid assets to eliminate the outstanding credit facility. 22 Table of Contents
However, the Company believes that its exposure in this area is not material. The Company’s revolving credit agreement is exposed to interest rate fluctuations to the extent of changes in the SOFR rate. The Company believes this exposure is not material due to availability of liquid assets to eliminate the outstanding credit facility. 24 Table of Contents
The extent of the Company’s interest rate and other market risk is not quantifiable or predictable with precision due to the variability of future interest rates and other changes in market conditions. However, the Company believes that its exposure in this area is not material.
By their nature, both the fixed interest rate securities and the equity investments inherently expose the holders to market risk. The extent of the Company’s interest rate and other market risk is not quantifiable or predictable with precision due to the variability of future interest rates and other changes in market conditions.
Removed
The dividend yield realized on these equity investments was 5.2% in 2024. By their nature, both the fixed interest rate securities and the equity investments inherently expose the holders to market risk.
Added
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. Prior to the sale, the dividend yield realized on the equity investments was 3.2% in 2025.

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