10-Q - VLGEA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
	For the quarterly period ended January 28, 2023
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File No. 0-2633

VILLAGE SUPER MARKET, INC.

(Exact name of registrant as specified in its charter)

New Jersey		22-1576170
(State or other jurisdiction of incorporation or organization)		(I. R. S. Employer Identification No.)
733 Mountain Avenue, Springfield, New Jersey, 07081
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:		(973) 467-2200
Securities registered pursuant to Section 12(b) of the Act:
Class A common stock, no par value	VLGEA	The NASDAQ Stock Market
(Title of Class)	(Trading Symbol)	(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12-b2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐<br><br>(Do not check if a smaller reporting company)	Smaller reporting company ☒
	Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).<br><br>Yes ☐ No ☒.			Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
---	---	---
		March 8, 2023
	Class A Common Stock, No Par Value	10,217,646 Shares
	Class B Common Stock, No Par Value	4,293,748 Shares

VILLAGE SUPER MARKET, INC.

INDEX

PART I	PAGE NO.
FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statements of Comprehensive Income	5
Consolidated Statements of Shareholders' Equity	6
Consolidated Statements of Cash Flows	7
Notes to Consolidated Financial Statements	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative & Qualitative Disclosures about Market Risk	21
Item 4. Controls and Procedures	21
PART II
OTHER INFORMATION
Item 6. Exhibits	22
Signatures	23

ITEM 1. FINANCIAL STATEMENTS

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES<br><br>CONSOLIDATED BALANCE SHEETS<br><br>(In thousands) (Unaudited)
	January 28,<br>2023		July 30,<br>2022
ASSETS
Current assets
Cash and cash equivalents	$	124,492	$	134,832
Merchandise inventories	48,389		44,190
Patronage dividend receivable	5,050		12,239
Notes receivable from Wakefern	—		28,627
Income taxes receivable	1,184		631
Other current assets	18,660		17,446
Total current assets	197,775		237,965
Property, equipment and fixtures, net	274,879		265,333
Operating lease assets	280,608		293,295
Notes receivable from Wakefern	90,357		29,157
Investment in Wakefern	33,107		33,004
Investments in Real Estate Partnerships	10,481		7,162
Goodwill	24,190		24,190
Other assets	37,204		34,342
Total assets	$	948,601	$	924,448
LIABILITIES and SHAREHOLDERS' EQUITY
Current liabilities
Operating lease obligations	$	20,621	$	20,351
Finance lease obligations	631		596
Notes payable to Wakefern	1,187		1,134
Current portion of debt	9,370		7,466
Accounts payable to Wakefern	79,427		77,037
Accounts payable and accrued expenses	25,398		24,266
Accrued wages and benefits	26,514		27,221
Income taxes payable	328		98
Total current liabilities	163,476		158,169
Long-term debt
Operating lease obligations	272,297		284,300
Finance lease obligations	21,076		21,510
Notes payable to Wakefern	1,716		1,961
Long-term debt	77,159		66,264
Total long-term debt	372,248		374,035
Pension liabilities	4,738		4,569
Other liabilities	16,554		15,566
Commitments and contingencies (Note 6)
Shareholders' equity
Preferred stock, no par value: Authorized 10,000 shares, none issued	—		—
Class A common stock, no par value: Authorized 20,000 shares; issued 10,970 shares at January 28, 2023 and 10,971 shares at July 30, 2022	74,099		72,891
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,294 shares at January 28, 2023 and July 30, 2022	697		697
Retained earnings	323,872		306,974
Accumulated other comprehensive income	7,505		6,135
Less treasury stock, Class A, at cost: 752 shares at January 28, 2023 and July 30, 2022	(14,588)		(14,588)
Total shareholders’ equity	391,585		372,109
Total liabilities and shareholders’ equity	$	948,601	$	924,448

See notes to consolidated financial statements.

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES<br><br>CONSOLIDATED STATEMENTS OF OPERATIONS<br><br>(In thousands, except per share amounts) (Unaudited)
	13 Weeks Ended				26 Weeks Ended
	January 28,<br>2023		January 29,<br>2022		January 28,<br>2023		January 29,<br>2022
Sales	$	563,866	$	537,408	$	1,083,555	$	1,031,619
Cost of sales	408,987		387,797		779,391		741,829
Gross profit	154,879		149,611		304,164		289,790
Operating and administrative expense	130,103		126,487		255,665		247,770
Depreciation and amortization	8,659		8,460		17,205		16,795
Operating income	16,117		14,664		31,294		25,225
Interest expense	(966)		(963)		(2,052)		(1,932)
Interest income	2,679		905		4,647		1,881
Income before income taxes	17,830		14,606		33,889		25,174
Income taxes	5,508		4,477		10,484		7,717
Net income	$	12,322	$	10,129	$	23,405	$	17,457
Net income per share:
Class A common stock:
Basic	$	0.95	$	0.78	$	1.80	$	1.34
Diluted	$	0.85	$	0.69	$	1.61	$	1.20
Class B common stock:
Basic	$	0.62	$	0.50	$	1.17	$	0.87
Diluted	$	0.62	$	0.50	$	1.17	$	0.87

See notes to consolidated financial statements.

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES<br><br>CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME<br><br>(In thousands) (Unaudited)
	13 Weeks Ended				26 Weeks Ended
	January 28,<br>2023		January 29,<br>2022		January 28,<br>2023		January 29,<br>2022
Net income	$	12,322	$	10,129	$	23,405	$	17,457
Other comprehensive income:
Unrealized (losses) gains on interest rate swaps, net of tax (1)	(1,203)		759		1,562		1,550
Amortization of pension actuarial (gain) loss, net of tax (2)	(96)		88		(192)		176
Comprehensive income	$	11,023	$	10,976	$	24,775	$	19,183

(1)Amount is net of tax of $540 and $324 for the 13 weeks ended January 28, 2023 and January 29, 2022, respectively, and $702 and $663 for the 26 weeks ended January 28, 2023 and January 29, 2022, respectively.

(2)Amounts are net of tax of $43 and $38 for the 13 weeks ended January 28, 2023 and January 29, 2022, respectively, and $86 and $76 for the 26 weeks ended January 28, 2023 and January 29, 2022, respectively. All amounts are reclassified from accumulated other comprehensive income to operating and administrative expense.

See notes to consolidated financial statements.

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES<br>CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY<br>(In thousands) (Unaudited)
	13 Weeks Ended January 28, 2023 and January 29, 2022
	Class A <br>Common Stock			Class B <br>Common Stock					Accumulated<br>Other<br>Comprehensive<br>Income (Loss)			Treasury Stock <br>Class A				Total<br>Shareholders'<br>Equity
	Shares Issued	Amount		Shares Issued	Amount		Retained Earnings				Shares		Amount
Balance, October 29, 2022	10,971	$	73,499	4,294	$	697	$	314,803	$	8,804		752		$	(14,588)	$	383,215
Net income	—	—		—	—		12,322		—			—		—		12,322
Other comprehensive loss, net of tax of $583	—	—		—	—		—		(1,299)			—		—		(1,299)
Dividends	—	—		—	—		(3,253)		—			—		—		(3,253)
Restricted shares forfeited	(1)	(41)		—	—		—		—			—		—		(41)
Share-based compensation expense	—	641		—	—		—		—			—		—		641
Balance, January 28, 2023	10,970	$	74,099	4,294	$	697	$	323,872	$	7,505		752		$	(14,588)	$	391,585
Balance, October 30, 2021	10,987	$	71,238	4,294	$	697	$	297,249	$	(8,185)		730		$	(14,028)	$	346,971
Net income	—	—		—	—		10,129		—			—		—		10,129
Other comprehensive income, net of tax of $362	—	—		—	—		—		847			—		—		847
Dividends	—	—		—	—		(3,261)		—			—		—		(3,261)
Restricted shares forfeited	(6)	(56)		—	—		—		—			—		—		(56)
Share-based compensation expense	—	626		—	—		—		—			—		—		626
Balance, January 29, 2022	10,981	$	71,808	4,294	$	697	$	304,117	$	(7,338)		730		$	(14,028)	$	355,256
	26 Weeks Ended January 28, 2023 and January 29, 2022
	Class A <br>Common Stock			Class B <br>Common Stock					Accumulated<br>Other<br>Comprehensive<br>Income (Loss)			Treasury Stock <br>Class A				Total<br>Shareholders'<br>Equity
	Shares Issued	Amount		Shares Issued	Amount		Retained Earnings				Shares		Amount
Balance, July 30, 2022	10,971	$	72,891	4,294	$	697	$	306,974	$	6,135		752		$	(14,588)	$	372,109
Net income	—	—		—	—		23,405		—			—		—		23,405
Other comprehensive income, net of tax of $616	—	—		—	—		—		1,370			—		—		1,370
Dividends	—	—		—	—		(6,507)		—			—		—		(6,507)
Restricted shares forfeited	(1)	(41)		—	—		—		—			—		—		(41)
Share-based compensation expense	—	1,249		—	—		—		—			—		—		1,249
Balance, January 28, 2023	10,970	$	74,099	4,294	$	697	$	323,872	$	7,505		752		$	(14,588)	$	391,585
Balance, July 31, 2021	10,978	$	70,594	4,294	$	697	$	293,185	$	(9,064)		726		$	(13,939)	$	341,473
Net income	—	—		—	—		17,457		—			—		—		17,457
Other comprehensive income, net of tax of $739	—	—		—	—		—		1,726			—		—		1,726
Dividends	—	—		—	—		(6,525)		—			—		—		(6,525)
Treasury stock purchases	—	—		—	—		—		—			4		(89)		(89)
Restricted shares forfeited	(6)	(56)		—	—		—		—			—		—		(56)
Share-based compensation expense	9	1,270		—	—		—		—			—		—		1,270
Balance, January 29, 2022	10,981	$	71,808	4,294	$	697	$	304,117	$	(7,338)		730		$	(14,028)	$	355,256

See notes to consolidated financial statements.

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES<br><br>CONSOLIDATED STATEMENTS OF CASH FLOWS<br><br>(In thousands) (Unaudited)
	26 Weeks Ended
	January 28,<br>2023		January 29,<br>2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	23,405	$	17,457
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	18,026		17,549
Non-cash share-based compensation	1,208		1,214
Deferred taxes	218		(1,233)
Provision to value inventories at LIFO	1,288		521
Gain on sale of property, equipment and fixtures	(63)		(220)
Changes in assets and liabilities:
Merchandise inventories	(5,487)		(2,138)
Patronage dividend receivable	7,189		6,948
Accounts payable to Wakefern	3,012		7,767
Accounts payable and accrued expenses	1,488		(2,129)
Accrued wages and benefits	(707)		(831)
Income taxes receivable / payable	(324)		(4,860)
Other assets and liabilities	(896)		229
Net cash provided by operating activities	48,357		40,274
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(28,550)		(30,483)
Proceeds from the sale of assets	63		4,225
Investment in notes receivable from Wakefern	(61,423)		(1,190)
Maturity of notes receivable from Wakefern	28,850		—
Investment in real estate partnership	(3,319)		—
Net cash used in investing activities	(64,379)		(27,448)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt	17,125		7,350
Principal payments of long-term debt	(4,903)		(3,975)
Debt issuance costs	(33)		(4)
Dividends	(6,507)		(6,525)
Treasury stock purchases, including shares surrendered for withholding taxes	—		(89)
Net cash provided by (used in) financing activities	5,682		(3,243)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(10,340)		9,583
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	134,832		116,314
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	124,492	$	125,897
SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
Interest	$	2,052	$	1,932
Income taxes	$	10,590	$	13,810
NONCASH SUPPLEMENTAL DISCLOSURES:
Capital expenditures included in accounts payable and accrued expenses	$	2,806	$	3,247

See notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited)

BASIS OF PRESENTATION and ACCOUNTING POLICIES

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly the consolidated financial position as of January 28, 2023 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 26 weeks ended January 28, 2023 and January 29, 2022 of Village Super Market, Inc. (“Village” or the “Company”).

The significant accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements in the July 30, 2022 Village Super Market, Inc. Annual Report on Form 10-K, which should be read in conjunction with these financial statements. The results of operations for the period ended January 28, 2023 are not necessarily indicative of the results to be expected for the full year.

Disaggregated Revenues

The following table presents the Company's sales by product categories during each of the periods indicated:

	13 Weeks Ended								26 Weeks Ended
	January 28, 2023				January 29, 2022				January 28, 2023				January 29, 2022
	Amount		%		Amount		%		Amount		%		Amount		%
Center Store (1)	$	343,818	61.0	%	$	324,362	60.3	%	$	655,642	60.6	%	$	620,336	60.1	%
Fresh (2)	200,503		35.6		194,329		36.2		389,511		35.9		374,152		36.3
Pharmacy	17,621		3.1		16,756		3.1		34,790		3.2		33,604		3.3
Other (3)	1,924		0.3		1,961		0.4		3,612		0.3		3,527		0.3
Total Sales	$	563,866	100.0	%	$	537,408	100.0	%	$	1,083,555	100.0	%	$	1,031,619	100.0	%

(1) Consists primarily of grocery, dairy, frozen, health and beauty care, general merchandise and liquor.

(2) Consists primarily of produce, meat, deli, seafood, bakery, prepared foods and floral.

(3) Consists primarily of sales related to other income streams, including service fees related to digital sales, gift card and lottery commissions and wholesale sales.

2. MERCHANDISE INVENTORIES

At both January 28, 2023 and July 30, 2022, approximately 61% of merchandise inventories are valued by the LIFO method while the balance is valued by FIFO. If the FIFO method had been used for the entire inventory, inventories would have been $19,904 and $18,616 higher than reported at January 28, 2023 and July 30, 2022, respectively.

3. NET INCOME PER SHARE

The Company has two classes of common stock. Class A common stock is entitled to cash dividends as declared 54% greater than those paid on Class B common stock. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time.

The Company utilizes the two-class method of computing and presenting net income per share. The two-class method is an earnings allocation formula that calculates basic and diluted net income per share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. Under the two-class method, Class A common stock is assumed to receive a 54% greater participation in undistributed earnings than Class B common stock, in accordance with the classes' respective dividend rights. Unvested share-based payment awards that contain nonforfeitable rights to dividends are treated as participating securities and therefore included in computing net income per share using the two-class method.

Diluted net income per share for Class A common stock is calculated utilizing the if-converted method, which assumes the conversion of all shares of Class B common stock to Class A common stock on a share-for-share basis, as this method is more dilutive than the two-class method. Diluted net income per share for Class B common stock does not assume conversion of Class B common stock to shares of Class A common stock.

The table below reconciles Net income to Net income available to Class A and Class B shareholders:

	13 Weeks Ended				26 Weeks Ended
	January 28,<br>2023		January 29,<br>2022		January 28,<br>2023		January 29,<br>2022
Net income	$	12,322	$	10,129	$	23,405	$	17,457
Distributed and allocated undistributed Net income to unvested restricted shareholders	339		298		644		521
Net income available to Class A and Class B shareholders	$	11,983	$	9,831	$	22,761	$	16,936

The tables below reconcile the numerators and denominators of basic and diluted Net income per share for all periods presented.

	13 Weeks Ended				26 Weeks Ended
	January 28, 2023				January 28, 2023
	Class A		Class B		Class A		Class B
Numerator:
Net income allocated, basic	$	9,342	$	2,642	$	17,743	$	5,017
Conversion of Class B to Class A shares	2,642		—		5,017		—
Net income allocated, diluted	$	11,984	$	2,642	$	22,760	$	5,017
Denominator:
Weighted average shares outstanding, basic	9,863		4,294		9,863		4,294
Conversion of Class B to Class A shares	4,294		—		4,294		—
Weighted average shares outstanding, diluted	14,157		4,294		14,157		4,294
	13 Weeks Ended				26 Weeks Ended
	January 29, 2022				January 29, 2022
	Class A		Class B		Class A		Class B
Numerator:
Net income allocated, basic	$	7,666	$	2,165	$	13,204	$	3,732
Conversion of Class B to Class A shares	2,165		—		3,732		—
Net income allocated, diluted	$	9,831	$	2,165	$	16,936	$	3,732
Denominator:
Weighted average shares outstanding, basic	9,873		4,294		9,868		4,294
Conversion of Class B to Class A shares	4,294		—		4,294		—
Weighted average shares outstanding, diluted	14,167		4,294		14,162		4,294

Outstanding stock options to purchase Class A shares of 90 and 102 were excluded from the calculation of diluted net income per share at January 28, 2023 and January 29, 2022, respectively, as a result of their anti-dilutive effect. In addition, 358 and 380 non-vested restricted Class A shares, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at January 28, 2023 and January 29, 2022, respectively, due to their anti-dilutive effect.

4. PENSION PLANS

Net periodic pension cost for the two defined benefit pension plans sponsored in fiscal 2023 and the three defined

benefit pension plans sponsored in fiscal 2022 includes the following components:

	13 Weeks Ended				26 Weeks Ended
	January 28,<br>2023		January 29,<br>2022		January 28,<br>2023		January 29,<br>2022
Service cost	$	34	$	47	$	68	$	94
Interest cost on projected benefit obligations	70		420		139		840
Expected return on plan assets	(19)		(409)		(38)		(818)
Amortization of net (gains) losses	(139)		126		(278)		252
Net periodic pension cost	$	(54)	$	184	$	(109)	$	368

In April 2022, the Company terminated the Village Super Market, Inc. Employees’ Retirement Plan. Prior to termination, the Company made a $1,485 contribution to fully fund the plan. Plan assets were liquidated to fund lump sum distributions to participants of $37,289 and purchase annuity contracts totaling $14,930 with an insurance company for all participants who did not elect a lump sum distribution. The Company recognized a $12,296 pre-tax settlement charge as a result of the termination, including a $10,856 non-cash charge for unrecognized losses within accumulated other comprehensive loss as of the termination date. No benefit obligation or plan assets related to the Village Super Market, Inc. Employees’ Retirement Plan remain as of January 28, 2023.

Contributions to the remaining plans are expected to be immaterial in fiscal 2023.

5. RELATED PARTY INFORMATION

A description of the Company’s transactions with Wakefern, its principal supplier, and with other related parties is included in the Company’s Annual Report on Form 10-K for the year ended July 30, 2022.

On August 15, 2022, notes receivable due from Wakefern of $28,850 that earned interest at the prime rate plus 1.25% matured. The Company invested all of the proceeds received in variable rate notes receivable from Wakefern that earn interest at the prime rate plus .50% and mature on August 15, 2027. On September 28, 2022, the Company invested an additional $30,000 in variable rate notes receivable from Wakefern that earn interest at the prime rate plus .50% and mature on September 28, 2027. At January 28, 2023, the Company held variable rate notes receivable due from Wakefern of $30,171 that earn interest at the prime rate plus .75% and mature on February 15, 2024, $29,615 that earn interest at the prime rate plus .50% and mature on August 15, 2027 and $30,571 that earn interest at the prime rate plus .50% and mature on September 28, 2027. Wakefern has the right to prepay these notes at any time. Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.

Included in cash and cash equivalents at January 28, 2023 and July 30, 2022 are $99,636 and $110,739, respectively, of demand deposits invested at Wakefern at overnight money market rates.

On April 28, 2022 the Company entered into a partnership agreement for 30% interest in the development of a retail center in Old Bridge, New Jersey, which includes a Village replacement store with future lease obligations of $9,280. Village's share of project costs are estimated to be $15,000 to $20,000. As of January 28, 2023, Village has invested $8,329 into the real estate partnership, which is accounted for as an equity method investment.

There have been no other significant changes in the Company’s relationships or nature of transactions with related parties during the 26 weeks ended January 28, 2023.

COMMITMENTS and CONTINGENCIES

The Company is involved in litigation incidental to the normal course of business. Company management is of the opinion that the ultimate resolution of these legal proceedings should not have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company.

7. DEBT

Long-term debt consists of:

	January 28,<br>2023		July 30,<br>2022
Secured term loans	$	56,005	$	50,796
Unsecured term loan	25,219		17,507
New Market Tax Credit Financing	5,305		5,427
Total debt, excluding obligations under leases	86,529		73,730
Less current portion	9,370		7,466
Total long-term debt, excluding obligations under leases	$	77,159	$	66,264

Credit Facility

The Company has a credit facility (the “Credit Facility”) with Wells Fargo National Bank, National Association (“Wells Fargo”). The principal purpose of the Credit Facility is to finance general corporate and working capital requirements, Village’s fiscal 2020 acquisition of certain Fairway assets and certain capital expenditures. Among other things, the Credit Facility provides for:

•An unsecured revolving line of credit providing a maximum amount available for borrowing of $75,000. Indebtedness under this agreement bears interest at the applicable Secured Overnight Financing Rate ("SOFR") plus 1.10% and expires on May 6, 2025.

•An unsecured $25,500 term loan issued on May 12, 2020, repayable in equal monthly installments based on a seven-year amortization schedule through May 4, 2027 and bearing interest at the applicable SOFR plus 1.46%. An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at .26% per annum through May 4, 2027, resulting in a fixed effective interest rate of 1.72% on the term loan.

•A secured $50,000 term loan issued on September 1, 2020 repayable in equal monthly installments based on a fifteen-year amortization schedule through September 1, 2035 and bearing interest at the applicable SOFR plus 1.61%. An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at .57% per annum through September 1, 2035, resulting in a fixed effective interest rate of 2.18% on the term loan. The term loan is secured by real properties of Village Super Market, Inc. and its subsidiaries, including the sites of three Village stores.

•A secured $7,350 term loan issued on January 28, 2022 repayable in equal monthly installments based on a fifteen-year amortization schedule through January 28, 2037 and bearing interest at the applicable SOFR plus 1.50%. An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at 1.41% per annum through January 28, 2037, resulting in a fixed effective interest rate of 2.91% on the term loan. The term loan is secured by the Galloway store shopping center acquired for $9,800 in the first quarter of fiscal 2022.

On September 1, 2022, the Company amended the Credit Facility due to the execution of a seven year $10,000 unsecured term loan. The unsecured term loan is repayable in equal monthly installments based on a seven year amortization schedule through September 4, 2029 and bears interest at the applicable SOFR plus 1.35%. Village also executed an interest rate swap for a notional amount equal to the term loan amount that fixes the base SOFR at 2.95%, resulting in a fixed effective rate of 4.30%. This loan qualified for an interest rate subsidy program with Wakefern on financing related to certain capital expenditure projects. Net of the subsidy, the Company will pay interest at a fixed effective rate of 2.30%.

On January 27, 2023, the Company purchased the Vineland store shopping center for $9,500. As part of the purchase, the Company amended the Credit Facility due to the execution of a fifteen year $7,125 term loan secured by the Vineland store shopping center. The secured term loan is repayable in equal monthly installments based on a fifteen year amortization schedule through January 27, 2038 and bears interest at the applicable SOFR plus 1.75%. Village also executed an interest rate swap for a notional amount equal to the term loan amount that fixes the base SOFR at 3.59%, resulting in a fixed effective rate of 5.34%.

The Credit Facility also provides for up to $25,000 of letters of credit ($7,336 outstanding at January 28, 2023), which secure obligations for store leases and construction performance guarantees to municipalities. The Credit Facility contains covenants that, among other conditions, require a minimum tangible net worth, a minimum fixed charge coverage ratio and a maximum adjusted debt to EBITDAR ratio. The Company was in compliance with all covenants of the credit agreement at January 28, 2023. As of January 28, 2023, $67,664 remained available under the unsecured revolving line of credit.

New Markets Tax Credit Financing

On December 29, 2017, the Company entered into a financing transaction with Wells Fargo Community Investment Holdings, LLC (“Wells Fargo”) under a qualified New Markets Tax Credit (“NMTC”) program related to the construction of a new store in the Bronx, New York. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the “Act”) and is intended to induce capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their Federal income taxes for up to 39% of qualified investments in the equity of community development entities (“CDEs”). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments.

In connection with the financing, the Company loaned $4,835 to VSM Investment Fund, LLC (the "Investment Fund") at an interest rate of 1.403% per year and with a maturity date of December 31, 2044. Repayments on the loan commence in March 2025. Wells Fargo contributed $2,375 to the Investment Fund and, by virtue of such contribution, is entitled to substantially all of the tax benefits derived from the NMTC. The Investment Fund is a wholly owned subsidiary of Wells Fargo. The loan to the Investment Fund is recorded in Other assets in the consolidated balance sheets.

The Investment Fund then contributed the proceeds to a CDE, which, in turn, loaned combined funds of $6,563, net of debt issuance costs, to Village Super Market of NY, LLC, a wholly-owned subsidiary of the Company, at an interest rate of 1.000% per year with a maturity date of December 31, 2051. These loans are secured by the leasehold improvements and equipment related to the construction of the Bronx store. Repayment of the loans commences in March 2025. The proceeds of the loans from the CDE were used to partially fund the construction of the Bronx store. The Notes payable related to New Markets Tax Credit, net of debt issuance costs, are recorded in long-term debt in the consolidated balance sheets.

The NMTC is subject to 100% recapture for a period of seven years. The Company is required to be in compliance with various regulations and contractual provisions that apply to the New Markets Tax Credit arrangement. Noncompliance could result in Wells Fargo's projected tax benefits not being realized and, therefore, require the Company to indemnify Wells Fargo for any loss or recapture of NMTCs. The Company does not anticipate any credit recapture will be required in connection with this financing arrangement. The transaction includes a put/call provision whereby the Company may be obligated or entitled to repurchase Wells Fargo's interest in the Investment Fund. The value attributed to the put/call is de minimis. We believe that Wells Fargo will exercise the put option in December 2024, at the end of the recapture period, that will result in a net benefit to the Company of $1,728. The Company is recognizing the net benefit over the seven-year compliance period in operating and administrative expense.

8. DERIVATIVES AND HEDGING ACTIVITIES

The Company is exposed to interest rate risk arising from fluctuations in SOFR related to the Company’s Credit Facility. The Company manages exposure to this risk and the variability of related cash flows primarily by the use of derivative financial instruments, specifically, interest rate swaps.

The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

As of January 28, 2023, the Company had five interest rate swaps with an aggregate initial notional value of $99,975 to hedge the variable cash flows associated with variable-rate loans under the Company's Credit Facility. The interest rate swaps were executed for risk management and are not held for trading purposes. The objective of the interest rate swaps is to hedge the variability of cash flows resulting from fluctuations in the reference rate. The swaps replaced the applicable reference rate with fixed interest rates and payments are settled monthly when payments are made on the variable-rate loans. The Company's derivatives qualify and have been designated as cash flow hedges of interest rate risk. The gain or loss on the derivative is recorded in Accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in Accumulated other comprehensive

income related to derivatives will be reclassified to interest expense as interest payments are made on the variable-rate loans. The Company reclassified $506 and $85 during the 13 weeks ended January 28, 2023 and January 29, 2022, respectively, and $748 and $173 during the 26 weeks ended January 28, 2023 and January 29, 2022, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $81,558 as of January 28, 2023. The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $8,284 as of January 28, 2023.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in Thousands)

OVERVIEW

Village Super Market, Inc. (the “Company” or “Village”) was founded in 1937. Village operates a chain of 34 supermarkets in New Jersey (26), New York (6), Maryland (1) and Pennsylvania (1) under the ShopRite and Fairway banners and four Gourmet Garage specialty markets in New York City. Village is the second largest member of Wakefern Food Corporation (“Wakefern”), the nation’s largest retailer-owned food cooperative and owner of the ShopRite, Fairway and Gourmet Garage names. As further described in the Company’s Form 10-K, this ownership interest in Wakefern provides Village with many of the economies of scale in purchasing, distribution, advanced retail technology, marketing and advertising associated with chains of greater size and geographic coverage.

The supermarket industry is highly competitive and characterized by narrow profit margins. The Company competes directly with multiple retail formats, both in-store and online, including national, regional and local supermarket chains as well as warehouse clubs, supercenters, drug stores, discount general merchandise stores, fast food chains, restaurants, dollar stores and convenience stores. The Company competes by providing a superior customer service experience, competitive pricing and a broad range of consistently available quality products. The ShopRite Price Plus customer loyalty program enables Village to offer continuity programs, focus on target marketing initiatives and to offer discounts and attach digital coupons directly to a customer's Price Plus card.

Online grocery ordering for in-store pick up or home delivery is available in all of our ShopRite stores through shoprite.com, the ShopRite app or through third party service providers. Additionally, the ShopRite Order Express app enables customers to pre-order deli, catering, specialty occasion cakes and other items. Online ordering for home delivery is available in all Fairway and Gourmet Garage stores through third party service providers.

To promote production efficiency, product quality and consistency, the Company operates a centralized commissary supplying certain products in deli, bakery, prepared foods and other perishable product categories to all stores. The Company also owns and operates an automated micro-fulfillment center to facilitate online order fulfillment for the south New Jersey stores.

The Company’s stores, eight of which are owned, average 54,000 total square feet. These larger store sizes enable the Company to offer a wide variety of national branded and locally sourced food products, including grocery, meat, produce, dairy, deli, seafood, prepared foods, bakery and frozen foods as well as non-food product offerings, including health and beauty care, general merchandise, liquor and 21 in-store pharmacies. Most product departments include high-quality, competitively priced own-brand offerings under the Wholesome Pantry, Bowl & Basket, Paperbird and Fairway brands. Our Fairway Markets offer a one-stop destination shopping experience with an emphasis on fresh, unique, and high quality offerings paired with an expansive variety of natural, organic, specialty and gourmet products. Our Gourmet Garage specialty markets offer organic produce, signature soups and prepared foods, high-quality meat and seafood, charcuterie and gourmet cheeses, artisan baked bread and pastries, chef-prepared meals to go and pantry staples.

The Company has an ongoing program to upgrade and expand its supermarket chain. This program has included store remodels as well as the opening or acquisition of additional stores. When remodeling, Village has sought, whenever possible, to increase the amount of selling space in its stores. On August 14, 2022, we converted the Pelham, NY store from the Fairway banner to the ShopRite banner and a major remodel of the store was completed in late October 2022. On April 29, 2022, Village opened a 14,600 sq. ft. Gourmet Garage in the West Village in Manhattan, NYC.

We consider a variety of indicators to evaluate our performance, such as same store sales; percentage of total sales by department (mix); shrink; departmental gross profit percentage; sales per labor hour; units per labor hour; and hourly labor rates.

RESULTS OF OPERATIONS

The following table sets forth the major components of the Consolidated Statements of Operations as a percentage of sales:

	13 Weeks Ended				26 Weeks Ended
	January 28, 2023		January 29, 2022		January 28, 2023		January 29, 2022
Sales	100.00	%	100.00	%	100.00	%	100.00	%
Cost of sales	72.53		72.16		71.93		71.91
Gross profit	27.47		27.84		28.07		28.09
Operating and administrative expense	23.07		23.54		23.60		24.02
Depreciation and amortization	1.54		1.58		1.58		1.62
Operating income	2.86		2.72		2.89		2.45
Interest expense	(0.17)		(0.18)		(0.19)		(0.19)
Interest income	0.48		0.17		0.43		0.18
Income before income taxes	3.17		2.71		3.13		2.44
Income taxes	0.98		0.83		0.97		0.75
Net income	2.19	%	1.88	%	2.16	%	1.69	%

Sales. Sales were $563,866 in the 13 weeks ended January 28, 2023, an increase of 4.9% compared to the 13 weeks ended January 29, 2022. Sales increased due to an increase in same store sales of 3.2%, the opening of a Gourmet Garage in the West Village in Manhattan, NY on April 29, 2022 and increased sales due to the remodel and conversion of the Pelham, NY Fairway to the ShopRite banner on August 15, 2022. Same store sales increased due primarily to retail price inflation.

Sales were $1,083,555 in the 26 weeks ended January 28, 2023, an increase of 5.0% compared to the 26 weeks ended January 29, 2022. Sales increased due to an increase in same store sales of 3.7%, the opening of a Gourmet Garage in the West Village in Manhattan, NY on April 29, 2022 and increased sales due to the remodel and conversion of the Pelham, NY Fairway to the ShopRite banner on August 15, 2022. Same store sales increased due primarily to retail price inflation.

New stores, replacement stores and stores with banner changes are included in same store sales in the quarter after the store has been in operation for four full quarters. Store renovations and expansions are included in same store sales immediately.

Gross Profit. Gross profit as a percentage of sales decreased .37% in the 13 weeks ended January 28, 2023 compared to the 13 weeks ended January 29, 2022 due primarily to decreased departmental gross margin percentages (.18%), increased warehouse assessment charges from Wakefern (.11%), higher promotional spending (.11%) and increased LIFO charges (.08%) partially offset by a favorable change in product mix (.04%) and increased patronage dividends and rebates received from Wakefern (.07%).

Gross profit as a percentage of sales decreased .02% in the 26 weeks ended January 28, 2023 compared to the 26 weeks ended January 29, 2022 due primarily to increased LIFO charges (.12%), higher promotional spending (.03%) and decreased patronage dividends and rebates received from Wakefern (.01%) partially offset by increased departmental gross margin percentages (.04%), a favorable change in product mix (.06%) and decreased warehouse assessment charges from Wakefern (.04%).

Operating and Administrative Expense. Operating and administrative expense as a percentage of sales decreased .47% in the 13 weeks ended January 28, 2023 compared to the 13 weeks ended January 29, 2022 due primarily to lower labor costs and fringe benefits (.41%) and decreased supply spending (.13%). Labor costs and fringe benefits decreased due primarily to sales leverage and ongoing productivity initiatives partially offset by minimum wage and market-driven pay rate increases.

Operating and administrative expense as a percentage of sales decreased .42% in the 26 weeks ended January 28, 2023 compared to the 26 weeks ended January 29, 2022 due primarily to lower labor costs and fringe benefits (.30%) and decreased supply spending (.14%). Labor costs and fringe benefits decreased due primarily to sales leverage and ongoing productivity initiatives partially offset by minimum wage and market-driven pay rate increases.

Depreciation and Amortization. Depreciation and amortization expense increased in the 13 and 26 weeks ended January 28, 2023 compared to the 13 and 26 weeks ended January 29, 2022 due primarily to capital expenditures.

Interest Expense. Interest expense increased in the 13 and 26 weeks ended January 28, 2023 compared to the 13 and 26 weeks ended January 29, 2022 due primarily to higher average outstanding debt balances.

Interest Income. Interest income increased in the 13 and 26 weeks ended January 28, 2023 compared to the 13 and 26 weeks ended January 29, 2022 due primarily to higher interest rates and larger amounts invested in variable rate notes receivable from Wakefern and demand deposits at Wakefern.

Income Taxes. The effective income tax rate was 30.9% in the 13 and 26 weeks ended January 28, 2023 compared to 30.7% in both the 13 and 26 weeks ended January 29, 2022. The increase in the effective income tax rate is due primarily to greater apportionment in higher state tax rate jurisdictions.

Net Income. Net Income was $12,322 in the 13 weeks ended January 28, 2023 compared to net income of $10,129 in the 13 weeks ended January 29, 2022. Net income increased 22% due primarily to the 3.2% increase in same store sales, lower operating and administrative expenses as a percentage of sales and higher interest income.

Net income was $23,405 in the 26 weeks ended January 28, 2023 compared to $17,457 in the 26 weeks ended January 29, 2022. Net income increased 34% due primarily to the 3.7% increase in same store sales, lower operating and administrative expenses as a percentage of sales and higher interest income.

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Company’s financial condition and results of operations. These policies require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company’s critical accounting policies relating to the impairment of long-lived assets, goodwill and indefinite-lived intangible assets, accounting for patronage dividends earned as a stockholder of Wakefern and accounting for pension plans, are described in the Company’s Annual Report on Form 10-K for the year ended July 30, 2022. As of January 28, 2023, there have been no changes to the critical accounting policies contained therein.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $48,357 in the 26 weeks ended January 28, 2023 compared to $40,274 in the corresponding period of the prior year. The change in cash flows from operating activities in fiscal 2023 was primarily due to higher net income adjusted for non-cash items partially offset by changes in working capital. Working capital changes, including Other assets and liabilities, increased cash flows from operating activities by $4,275 in fiscal 2023 compared to a increase of $4,986 in fiscal 2022. The change in impact of working capital is due primarily to increased merchandise inventories, the timing of tax payments, accounts payable to Wakefern and accounts payable and accrued expenses .

During the 26 weeks ended January 28, 2023, Village used cash to fund capital expenditures of $28,550, dividends of $6,507, principal payments of long-term debt of $4,903, an investment in a real estate partnership for the development of a retail center in Old Bridge, New Jersey of $3,319 and additional net investments of $32,573 in notes receivable from Wakefern. Capital expenditures primarily include costs associated with the remodel and conversion of the Pelham, NY Fairway to the ShopRite banner, the new Gourmet Garage store in the West Village of New York City, the purchase of the Vineland store shopping center, installation of electronic shelf labels, continued expansion of self-checkout, and various technology, equipment and facility upgrades.

We have revised our budgeted capital expenditures downward from prior estimates to approximately $60,000 in fiscal 2023 due to the timing of construction spends for replacement stores shifting from fiscal 2023 into fiscal 2024. Planned

expenditures include costs for construction of three replacement stores scheduled to open in fiscal 2024 and fiscal 2025, two major remodels, including the conversion of the Pelham, NY store from the Fairway to the ShopRite banner, the purchase of the Vineland store shopping center, several smaller store remodels and merchandising initiatives, installation of electronic shelf labels in six stores, continued expansion of self-checkout, and various technology, equipment and facility upgrades. The Company’s primary sources of liquidity in fiscal 2023 are expected to be cash and cash equivalents on hand at January 28, 2023 and operating cash flow generated in fiscal 2023.

On April 28, 2022 the Company entered into a partnership agreement for 30% interest in the development of a retail center in Old Bridge, New Jersey, which includes a Village replacement store with future lease obligations of $9,280. Village will fund its share of project costs estimated to be $15,000 to $20,000 over the two to three year life of the project. As of January 28, 2023, Village has invested $8,329 into the real estate partnership, which is accounted for as an equity method investment included in Investments in Real Estate Partnerships on the Consolidated Balance Sheet.

Working capital was $34,299 at January 28, 2023 compared to $79,796 at July 30, 2022. Working capital ratios at the same dates were 1.21 and 1.50 to one, respectively. The decrease in working capital in fiscal 2023 compared to fiscal 2022 is due primarily to $28,850 in notes receivable from Wakefern that matured on August 15, 2022 and were reinvested in long-term notes receivable from Wakefern and an additional $30,017 investment in long-term notes receivable from Wakefern. The Company’s working capital needs are reduced, since inventories are generally sold by the time payments to Wakefern and other suppliers are due.

Credit Facility

Based on current trends, the Company believes cash and cash equivalents on hand at January 28, 2023, operating cash flow and availability under our Credit Facility are sufficient to meet our liquidity needs for the next twelve months and for the foreseeable future beyond the next twelve months.

There have been no other substantial changes as of January 28, 2023 to the contractual obligations and commitments discussed in the Company’s Annual Report on Form 10-K for the year ended July 30, 2022.

OUTLOOK

This Form 10-Q contains certain forward-looking statements about Village’s future performance. These statements are based on management’s assumptions and beliefs in light of information currently available. Such statements relate to, for example: same store sales; economic conditions; expected pension plan contributions; projected capital expenditures; cash flow requirements; inflation expectations; and legal matters; and are indicated by words such as “will,” “expect,” “should,” “intend,” “anticipates,” “believes” and similar words or phrases. The Company cautions the reader that there is no assurance that actual results or business conditions will not differ materially from the results expressed, suggested or implied by such forward-looking statements. The Company undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof.

•We expect the increase in same store sales to range from 2.0% to 4.0% in fiscal 2023.

•We have revised our budgeted capital expenditures downward from prior estimates to approximately $60,000 in fiscal 2023 due to the timing of construction spends for replacement stores shifting from fiscal 2023 into fiscal 2024. Planned expenditures include costs for construction of three replacement stores scheduled to open in fiscal 2024 and fiscal 2025, two major remodels, including the conversion of the Pelham, NY store from the Fairway to the ShopRite banner, the purchase of the Vineland store shopping center, several smaller store remodels and merchandising initiatives, installation of electronic shelf labels in six stores, continued expansion of self-checkout, and various technology, equipment and facility upgrades.

•The Board’s current intention is to continue to pay quarterly dividends in 2023 at the most recent rate of $.25 per Class A and $.1625 per Class B share.

•We believe cash and cash equivalents on hand, operating cash flow and the Company's Credit Facility will be adequate to meet anticipated requirements for working capital, capital expenditures and debt payments for the foreseeable future.

•We expect our effective income tax rate in fiscal 2023 to be in the range of 31.0% - 32.0%.

Various uncertainties and other factors could cause actual results to differ from the forward-looking statements contained in this report. These include:

•The COVID-19 pandemic created significant volatility and uncertainty in our business since the first outbreak in our trade area in March 2020. Its continuing impact and the impact of new virus variants and the measures taken in response could adversely impact our business, financial condition and results of operations. We continue to monitor and adjust the safety measures we have implemented since the beginning of the pandemic. Our business may be affected by uncertain or changing economic and market conditions arising in connection with and in response to the COVID-19 pandemic, including labor shortages, inflation, disruptions to supply chains, higher operating and/or compliance costs, changes in customer trends and consumer demand, changes in federal, state and local laws, regulations and community response measures, the form and impact of economic stimulus, our customers access to and the continued availability of government benefit programs through the Supplemental Nutrition Assistance Program ("SNAP") and general overall economic instability. It is unclear whether and to what extent sales, consumer behavior, general economic and business activity will return to pre-pandemic levels and its impact on our business. Furthermore, the impact of the COVID-19 health crisis may exacerbate other risks and uncertainties included herein, which could have a material effect on the Company.

•The Fairway acquisition involves a number of risks, uncertainties and challenges, including under-performance relative to our expectations, additional capital requirements, unforeseen expenses or delays, imprecise assumptions or our inability to achieve projected cost savings or other synergies, competitive factors in the marketplace and difficulties integrating the business, including merging company cultures, cultivating brand strategy, expansion of food production and conforming the acquired company's technology, standards, processes, procedures and controls. Sales and operating profits have underperformed in Manhattan due primarily to less residential, commuter and tourist traffic during the COVID-19 pandemic. Many of these potential circumstances are outside of our control and any of them could result in an adverse impact on our results of operations, financial condition and cash flows and the diversion of management time and resources.

•The supermarket business is highly competitive and characterized by narrow profit margins. Results of operations may be materially adversely impacted by competitive pricing and promotional programs, industry consolidation and competitor store openings. Village competes directly with multiple retail formats both in-store and online, including national, regional and local supermarket chains as well as warehouse clubs, supercenters, drug stores, discount general merchandise stores, fast food chains, restaurants, dollar stores and convenience stores. Some of these competitors have greater financial resources, lower merchandise acquisition costs and lower operating expenses than we do.

•The Company’s stores are concentrated in New Jersey, New York, Pennsylvania and Maryland. We are vulnerable to economic downturns in these states in addition to those that may affect the country as a whole. Economic conditions such as inflation, deflation, interest rate fluctuations, movements in energy costs, social programs, minimum wage legislation, unemployment rates, disturbances due to social unrest and changing demographics may adversely affect our sales and profits.

•Village purchases substantially all of its merchandise from Wakefern. In addition, Wakefern provides the Company with support services in numerous areas including advertising, workers' compensation, liability and property insurance, supplies, certain equipment purchasing, coupon processing, certain financial accounting applications, retail technology support, and other store services. Further, Village receives patronage dividends and other product incentives from Wakefern and also has demand deposits and notes receivable due from Wakefern.

Any material change in Wakefern’s method of operation or a termination or material modification of Village’s relationship with Wakefern could have an adverse impact on the conduct of the Company’s business and could involve additional expense for Village. The failure of any Wakefern member to fulfill its obligations to Wakefern or a member’s insolvency or withdrawal from Wakefern could result in increased costs to the Company. Additionally, an adverse change in Wakefern’s results of operations could have an adverse effect on Village’s results of operations.

•Approximately 88% of our employees are covered by collective bargaining agreements. Any work stoppages could have an adverse impact on our financial results. If we are unable to control health care and pension costs provided for in the collective bargaining agreements, we may experience increased operating costs.

•The Company could be adversely affected if consumers lose confidence in the safety and quality of the food supply chain. The real or perceived sale of contaminated food products by us could result in a loss of consumer confidence and product liability claims, which could have a material adverse effect on our sales and operations.

•Certain of the multi-employer plans to which we contribute are underfunded. As a result, we expect that contributions to these plans may increase. Additionally, the benefit levels and related items will be issues in the negotiation of our collective bargaining agreements. Under current law, an employer that withdraws or partially withdraws from a multi-employer pension plan may incur a withdrawal liability to the plan, which represents the portion of the plan’s underfunding that is allocable to the withdrawing employer under very complex actuarial and allocation rules. The failure of a withdrawing employer to fund these obligations can impact remaining employers. The amount of any increase or decrease in our required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations, withdrawals by other participating employers and the actual return on assets held in the plans, among other factors.

•The Company uses a combination of insurance and self-insurance to provide for potential liability for workers’ compensation, automobile, general liability, property, director and officers’ liability, and certain employee health care benefits. Any projection of losses is subject to a high degree of variability. Changes in legal claims, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, and insolvency of insurance carriers could all affect our financial condition, results of operations, or cash flows.

•Our long-lived assets, primarily store property, equipment and fixtures, are subject to periodic testing for impairment. Failure of our asset groups to achieve sufficient levels of cash flow could result in impairment charges on long-lived assets.

•Our goodwill and indefinite-lived intangible assets are tested at the end of each fiscal year, or more frequently if circumstances dictate, for impairment. Failure of acquired businesses to achieve their forecasted expectations could result in impairment charges to goodwill and indefinite-lived intangible assets.

•Our effective tax rate may be impacted by the results of tax examinations and changes in tax laws.

•Wakefern provides all members of the cooperative with information system support that enables us to effectively manage our business data, customer transactions, ordering, communications and other business processes. These information systems are subject to damage or interruption from power outages, computer or telecommunications failures, computer viruses and related malicious software, catastrophic weather events, or human error. Any material interruption of our or Wakefern’s information systems could have a material adverse impact on our results of operations.

Due to the nature of our business, personal information about our customers, vendors and associates is received and stored in these information systems. In addition, confidential information is transmitted through our online business at shoprite.com and through the ShopRite app. Unauthorized parties may attempt to access information stored in or to sabotage or disrupt these systems. Wakefern and the Company maintain substantial security measures to prevent and detect unauthorized access to such information, including utilizing third-party service providers for monitoring our networks, security reviews, and other functions. It is possible that computer hackers, cyber terrorists and others may be able to defeat the security measures in place at the Company, Wakefern or those of third-party service providers.

Any breach of these security measures and loss of confidential information, which could be undetected for a period of time, could damage our reputation with customers, vendors and associates, cause Wakefern and Village to incur significant costs to protect any customers, vendors and associates whose personal data was compromised, cause us to make changes to our information systems and could result in government enforcement actions and litigation against Wakefern and/or Village from outside parties. Any such breach could have a material adverse impact on our operations, consolidated financial condition, results of operations, and liquidity if the related costs to Wakefern and Village are not covered or are in excess of carried insurance policies. In addition, a security breach could require Wakefern and Village to devote significant management resources to address problems created by the security breach and restore our reputation.

RELATED PARTY TRANSACTIONS

See note 5 to the unaudited consolidated financial statements for information on related party transactions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures at the end of the period. This evaluation was carried out under the supervision, and with the participation, of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer. Based upon that evaluation, the Company’s Chief Executive Officer, along with the Company’s Chief Financial Officer, concluded that the Company’s disclosure controls and procedures are effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in the Company’s internal control over financial reporting during the quarter ended January 28, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

ITEM 6. EXHIBITS
Exhibit 31.1	Certification
Exhibit 31.2	Certification
Exhibit 32.1	Certification (furnished, not filed)
Exhibit 32.2	Certification (furnished, not filed)
Exhibit 99.1	Press Release
Exhibit 4.1	Second Amendment to Amended and Restated Credit Agreement dated January 27, 2023
Exhibit 4.2	Term Loan Note dated January 27, 2023
101 INS	XBRL Instance
101 SCH	XBRL Schema
101 CAL	XBRL Calculation
101 DEF	XBRL Definition
101 LAB	XBRL Label
101 PRE	XBRL Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Village Super Market, Inc.
	Registrant
Dated: March 8, 2023	/s/ Robert P. Sumas
	Robert P. Sumas
	(Chief Executive Officer)
Dated: March 8, 2023	/s/ John Van Orden
	John Van Orden
	(Chief Financial Officer)

ex-41

Execution Version 1 Wells/Village – Second Amendment to A&R Credit Agreement 4855-4606-1891, v. 4 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) is entered into as of January 27, 2023 by and among VILLAGE SUPER MARKET, INC., a corporation organized under the laws of the State of New Jersey (“Village”), VILLAGE SUPER MARKET OF NJ, L.P., a limited partnership organized under the laws of the State of New Jersey (“Village NJ”), VILLAGE SUPERMARKET OF MARYLAND LLC, a limited liability company organized under the laws of the State of Maryland (“Village MD”), VILLAGE SUPER MARKET OF PA, LLC, a limited liability company organized under the laws of the Commonwealth of Pennsylvania (“Village PA”), VSM NEW MARKETS, LLC, a limited liability company organized under the laws of the State of New Jersey (“VSM New Markets”), VSM GOURMET, LLC, a limited liability company organized under the laws of the State of New York (“VSM Gourmet”), VSM NY HOLDINGS LLC, a limited liability company organized under the laws of the State of New York (“VSM Fairway”), GREATER MORRISTOWN RESTAURANT, LLC, a limited liability company organized under the laws of the State of New Jersey (“VSM Morristown”), HANOVER AND HORSEHILL DEVELOPMENT LIMITED LIABILITY COMPANY, a limited liability company organized under the laws of the State of New Jersey (“Hanover”), DELILAH PROPERTIES LLC, a limited liability company organized under the laws of the State of New Jersey (“Delilah”), FIRE BRANDS INNOVATION LLC, a limited liability company organized under the laws of the State of New Jersey (“Fire Brands”), VSM NY DISTRIBUTION LLC, a limited liability company organized under the laws of the State of New York (“VSM Distribution”), VILLAGE GALLOWAY SHOPPING CENTER LLC, a limited liability company organized under the laws of the State of New Jersey (“Galloway”) VILLAGE VINELAND 3600 LANDIS LLC (“Vineland” and collectively with Village, Village NJ, Village MD, Village PA, VSM New Markets, VSM Gourmet, VSM Fairway, VSM Morristown, Hanover, Delilah, Fire Brands, VSM Distribution and Galloway, the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”). RECITALS Whereas, the Borrower and Bank entered into a certain Amended and Restated Credit Agreement dated as of January 28, 2022 and a certain First Amendment to Amended and Restated Credit Agreement dated September 1, 2022 (collectively, as they may be further amended, replaced, restated, modified and/or extended from time to time, the “Credit Agreement”); and Whereas, Borrower and Bank have agreed to modify the terms of the Credit Agreement as set forth in this Second Amendment. Now, therefore, in consideration of the Bank’s continued extension of credit and the agreements contained herein, the parties agree as follows:

Execution Version 2 Wells/Village – Second Amendment to A&R Credit Agreement 4855-4606-1891, v. 4 AGREEMENT 1) ACKNOWLEDGMENT OF BALANCE. Borrower acknowledges that the most recent statement of account sent to the Borrower dated January 22, 2023 with respect to the Obligations is correct. 2) DEFINITIONS. The definitions in the Credit Agreement shall be and hereby are modified as follows: (a) The terms used herein and not otherwise defined or modified herein shall have the meanings ascribed to them in the Credit Agreement. The terms used herein and not otherwise defined or modified herein or defined in the Credit Agreement shall have the meanings ascribed to them by the Uniform Commercial Code as enacted in State of New Jersey. (b) The following definitions in Section 8.2 of the Credit Agreement are hereby deleted and are replaced to read as follows: “Advances” shall mean and include the Revolving Advances as well as the Letters of Credit, the Term Loan, the Converted Term Loan, the Galloway Term Loan, the 2022 Term Loan and the Vineland Term Loan. “Applicable Termination Date” shall mean, as applicable, the Termination Date, the Term Loan Maturity Date, the Converted Term Loan Maturity Date, the Galloway Term Loan Maturity Date, the 2022 Term Loan Maturity Date and/or the Vineland Term Loan Maturity Date. “Contract Rate” shall mean, as applicable, the Revolving Interest Rate, the Term Loan Rate, the Converted Term Loan Rate, the Galloway Term Loan Rate, the 2022 Term Loan Rate and the Vineland Term Loan Rate. “Loans” shall mean, collectively, the Revolving Advances, the Term Loan, the Converted Term Loan, the Galloway Term Loan, the 2022 Term Loan and the Vineland Term Loan. “Note” shall mean, collectively, the Revolving Credit Note, the Term Note, the Converted Term Note, the Galloway Term Note, the 2022 Term Loan Note and the Vineland Term Loan Note. “Term Loans” shall mean, as applicable, collectively and individually, the Term Loan, the Converted Term Loan, the Galloway Term Loan, the 2022 Term Loan and the Vineland Term Loan. “Term Loan Rates” shall mean, as applicable, collectively and individually, the Term Loan Rate, the Converted Term Loan Rate, the Galloway Term Loan Rate, the 2022 Term Loan Rate and the Vineland Term Loan Rate. (c) The following definitions are hereby added to Section 8.2 of the Credit Agreement to read as follows in alphabetical order:

Execution Version 3 Wells/Village – Second Amendment to A&R Credit Agreement 4855-4606-1891, v. 4 “Second Amendment” shall mean that certain Second Amendment to Amended and Restated Credit Agreement dated as of the Second Amendment Closing Date by and among the Borrower and the Bank. “Second Amendment Closing Date” shall mean as of January 27, 2023. “Vineland Premises” means the real property located at 3600 E. Landis Avenue, City of Vineland, Cumberland County, New Jersey 08361, which property is being mortgaged by Borrowers to the Bank under that certain Mortgage and Assignment of Rents and Leases executed on even date herewith. “Vineland Term Loan” shall mean the Advances made pursuant to Section 1.3(d) of this Agreement. “Vineland Term Loan Advance Date” shall mean January 27, 2023. “Vineland Term Loan Amount” shall mean $7,125,000. “Vineland Term Loan Conditions” shall have the meaning ascribed to it in Section 3 of the Second Amendment. “Vineland Term Loan Maturity Date” shall mean January 27, 2038. “Vineland Term Loan Rate” shall mean an interest rate per annum equal to the sum of (i) the greater of the SOFR Average (30-Day SOFR Average) and zero percent (0.00%) plus (ii) one and seventy-five hundredths of one percent (1.75%). “Vineland Term Loan Note” shall mean the promissory note described in Section 1.3(d)(i) hereof. 3) MODIFICATIONS. The Credit Agreement shall be and hereby is modified as follows: (a) The following Subsection (d) is hereby added to Section 1.3 of the Credit Agreement to read as follows: “(d) Vineland Term Loan. (i) Vineland Term Loan. Bank hereby agrees to make a term loan to Borrower in a principal amount equal to the Vineland Term Loan Amount (“Vineland Term Loan”). Borrower's obligation to repay the Vineland Term Loan shall be evidenced by a certain promissory note dated the Second Amendment Closing Date, as modified from time to time in form and substance attached as Exhibit A to the Second Amendment (“Vineland Term Note”). (ii) Repayment. The Vineland Term Loan shall be repayable in one hundred eighty (180) equal consecutive monthly principal installments based on a fifteen (15) year amortization schedule as more fully set forth on Schedule 1 attached to the Vineland Term Note, which shall be in the amount of $39,583.33 plus accrued interest commencing on the first Business Day of March,

Execution Version 4 Wells/Village – Second Amendment to A&R Credit Agreement 4855-4606-1891, v. 4 2023, and continuing on the first Business Day of each month thereafter, with the one hundred eightieth (180th) and final payment of any unpaid balance of principal and interest payable on the twenty-seventh (27th) day of January, 2038, and subject to mandatory prepayment and acceleration upon the occurrence of an Event of Default herewith or earlier termination of this Agreement pursuant to the terms hereof. Notwithstanding anything to the contrary herein, the Vineland Term Loan is due and payable in full if the Revolving Line of Credit is not extended beyond the applicable Termination Date. (iii) Prepayment. Borrower may prepay principal on the Vineland Term Loan solely in accordance with the provisions of the terms and conditions set forth herein including, but not limited to, Section 1.8 herein. (b) Section 1.4 of the Credit Agreement is hereby amended by the addition of the following subsection (vi) to be added in numerical order in the second sentence of Subsection (a) to read as follows: “and (vi) with respect to the Vineland Term Loan, the Vineland Term Loan Rate” (c) Section 4 of the Credit Agreement is hereby amended by the addition of Subsection 4.15 to be added to in numerical order to read as follows: SECTION 4.15 ADDITIONAL NOTICES. Furnish Bank with prompt written proof of compliance with all activity and use limitations, classification exception areas, deed restrictions, remedial action permits and any other ongoing reporting and compliance obligations such as continued monitoring, soil management plans, land-use restrictions and similar requirements, on no less than an annual basis. 4) CONDITIONS TO ADVANCING THE VINELAND TERM LOAN. (a) The obligation of the Bank hereunder to advance the Vineland Term Loan to the Borrower is subject to the satisfaction of the following restrictions and conditions precedent delivered prior to the Second Amendment Closing Date, unless the Bank agrees to extend such date due to the timing of the delivery of various items of due diligence set forth herein below, (collectively, the “Vineland Term Loan Conditions”): (i) The Bank shall have received fully executed copies of the Second Amendment, the Vineland Term Note and such other documents as Bank shall require; (ii) The Vineland Premises shall be mortgaged in favor of the Bank as security for the Vineland Term Loan; (iii) The Bank shall have received the applicable Mortgage and all applicable Mortgaged Premises Support Documentation with regard to the Vineland Premises; (iv) The Bank shall have received a final certificate of occupancy with respect to [each unit on] the Vineland Premises;

Execution Version 5 Wells/Village – Second Amendment to A&R Credit Agreement 4855-4606-1891, v. 4 (v) The Bank shall have received a fully executed lease between Village NJ and Vineland acceptable to the Bank and its counsel; (vi) The Bank shall have received a Closing Certificate from the Borrower; (vii) The Bank shall have received an Omnibus Certificate from the Borrower (other than Vineland); and (viii) The Borrower shall satisfy and/or deliver to the Bank such documentation, certificates and/or other terms and conditions, as reasonably required by the Bank. All of the foregoing shall be evidenced by and subject to the terms of the Loan Documents as Bank shall reasonably require, all in form and substance satisfactory to Bank. Borrower shall pay to Bank immediately upon demand the full amount of all charges, costs and expenses (to include fees paid to third parties and all allocated costs of Bank personnel), expended or incurred by Bank in connection with any of the foregoing security, including without limitation, filing and recording fees and costs of appraisals, audits and title insurance. 5) POST-CLOSING CONDITIONS. In order to induce the Bank to enter into this Second Amendment and to make the Vineland Term Loan and other financial accommodations to the Borrowers pursuant to this Second Amendment, the Borrowers hereby covenant and agree to deliver to the Bank not later than sixty (60) days from the Second Amendment Closing Date, proof, in form and substance acceptable to the Bank, of the reporting of all environmental conditions to the applicable governmental authority required by Environmental Laws and then on an ongoing basis, the Borrowers shall provide to the Bank the following documents, instruments and agreements (collectively, the “Post-Closing Documents”): (a) A true copy of the regulatory case closure letter and supporting documentation including, without limitation, documentation confirming the successful installation of a vapor mitigation system (“VMS”), if required by Environmental Laws, demonstrating the VMS is successfully mitigating vapor intrusion; (b) True copies of reports, correspondence and documentation, including without limitation, site investigation reports, remedial investigation reports, remedial action workplans, remedial action reports and any other reports supporting regulatory closure with the issuance of a written determination that no further action is required to the least restrictive applicable standards; and (c) Annual written status updates prepared by a licensed site remediation professional of record, as defined under Environmental Laws, regarding Borrower’s compliance with Environmental Laws. 6) RELEASE. Borrower and its representatives, successors and assigns hereby jointly and severally, knowingly and voluntarily RELEASE, DISCHARGE and FOREVER WAIVE and RELINQUISH any and all claims, demands, obligations, liabilities, defenses, affirmative

Execution Version 6 Wells/Village – Second Amendment to A&R Credit Agreement 4855-4606-1891, v. 4 defenses, setoffs, counterclaims, actions and causes of action of whatsoever kind or nature, whether known or unknown, which it has, may have or might have or may assert now or in the future against Bank directly or indirectly, arising out of, based upon or in any manner connected with any transaction, event, circumstance, action, failure to act or occurrence of any sort or type, in each case related to, arising from or in connection with the Credit Agreement and/or any other Loan Document, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Second Amendment Closing Date. The Borrower hereby acknowledges and agrees that the execution of this Second Amendment by Bank shall not constitute an acknowledgment of or an admission by Bank of the existence of any such claims or of liability for any matter or precedent upon which liability may be asserted. 7) NO WAIVER OF DEFAULTS. This Second Amendment does not constitute (a) a waiver of, or a consent to, (i) any provision of the Credit Agreement or any other Loan Document except as expressly stated in this Second Amendment, if applicable, or (ii) any present or future violation of, or Default or Event of Default under, any provision of the Credit Agreement or any other Loan Document, or (b) a waiver of Bank’s right to insist upon future compliance with each term, covenant, condition and provision of the Credit Agreement or any other Loan Document. The Borrower hereby acknowledges and agrees that failure to comply with any terms and/or conditions set forth herein shall be an Event of Default under the Credit Agreement and the other Loan Documents. 8) ACKNOWLEDGMENTS. Borrower acknowledges and represents that: (a) the Credit Agreement and the other Loan Documents, as amended hereby, are in full force and effect without any defense, claim, counterclaim, right or claim of set-off; (b) to the best of its knowledge, no default by the Bank in the performance of its duties under the Credit Agreement or the other Loan Documents has occurred; (c) all representations and warranties of the Borrower contained herein, in the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of this date, except for any representation or warranty that specifically refers to an earlier date; (d) No Material Adverse Effect has occurred during the period commencing on the Closing Date through and including the Second Amendment Closing Date; (e) Borrower has taken all necessary action to authorize the execution and delivery of this Second Amendment; and (f) this Second Amendment is a modification of an existing obligation and is not a novation. 9) EFFECT ON THE LOAN AGREEMENT. Upon the effectiveness of this Second Amendment: (a) each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Loan Agreement as amended hereby; (b) all references in the other Loan Documents to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby; and

Execution Version 7 Wells/Village – Second Amendment to A&R Credit Agreement 4855-4606-1891, v. 4 (c) except as specifically amended herein, the Credit Agreement, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. 10) MISCELLANEOUS. This Second Amendment shall be construed in accordance with and governed by the laws of the State of New Jersey, without reference to that state’s conflicts of law principles. This Second Amendment, the Credit Agreement and the other Loan Documents constitute the sole agreement of the parties with respect to the subject matter thereof and supersede all oral negotiations and prior writings with respect to the subject matter thereof. No amendment of this Second Amendment, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. The illegality, unenforceability or inconsistency of any provision of this Second Amendment shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Second Amendment, the Credit Agreement or the other Loan Documents. This Second Amendment, the Credit Agreement and the other Loan Documents are intended to be consistent. However, in the event of any inconsistencies among this Second Amendment, the Credit Agreement and/or any of the other Loan Documents, the terms of the Credit Agreement as modified by this Second Amendment shall control. The parties hereto shall execute and deliver such additional documents and take such additional action as may be necessary or desirable to effectuate the provisions and purposes of this Second Amendment. This Second Amendment may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed an original, but all such counterparts shall together constitute one and the same agreement. 11) Waiver of Jury Trial. To the fullest extent permitted by applicable law, Borrower hereby irrevocably waives any right to trial by jury of any claim, demand, action or cause of action arising under this Second Amendment or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Second Amendment or the transactions contemplated hereby, in each instance whether now existing or hereafter arising and whether in contract, tort, equity or otherwise. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT] IN WITNESS WHEREOF, the undersigned have signed and sealed this Second Amendment the day and year first above written. BORROWER: ATTEST: VILLAGE SUPER MARKET, INC. By Nan Title: c: Da iel McCarthy ral Counsel By: Nam : JOHN VAN RDEN Title: Chief Financial Officer WITNESS: VILLAGE SUPER MARKET OF NJ, L.P. By: Na Titl e • • Ge niel McCarthy ral Counsel By: Village Super Market, Inc., a New Jersey corporation, its General Partner BY be, idC),Lve, Name JOHN VAN ORDEN Title: Chief Financial Officer WITNESS: VILLAGE SUPERMARKET OF MARYLAND LLC By: Na Title. en e: D iel McCarthy al Counsel By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: Nang: JOHN VAN ORDEN Title: Chief Financial Officer at, [SIGNATURE PAGE TO FOLLOW] 8 Wells/Village — Second Amendment to A&R Credit Agreement 4855.4606-1891, v. 2

[SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT] WITNESS: VILLAGE SUPER MARKET OF PA, LLC By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: Nam : Da "el McCarthy Title: en al Counsel WITNESS: By: Nam Title: : a cue id McCarthy al Counsel By: Nam : JOHN VAN ORDEN Title: Chief Financial Officer VSM NEW MARKETS, LLC By: Village Super Market, Inc., a New Jersey corporation, its Sole Member BY: 14, 04e/1 Nam JOHN VAN ORDEN Title: Chief Financial Officer WITNESS: VSM GOURMET, LLC By N Ti e: Ce aniel McCarthy oral Counsel By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: (QP.t.,/4 Nam OHN VAN ORDEN Title: Chief Financial Officer [SIGNATURE PAGE TO FOLLOW] 9 WelisNillage — Second Amendment to A&R Credit Agreement 4855-4606-1891, v.2

[SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT] WITNESS: VSM NY HOLDINGS LLC By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: Na Title :D Gen niel McCarthy al Counsel EY Nam JOHN VAN ORDEN Title: Chief Financial Officer WITNESS: GREATER MORRISTOWN RESTAURANT, LLC By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: By: a"._ s . Nam iel McCarthy V Name JOHN VAN ORDEN Title: •al Counsel Title: Chief Financial Officer WITNESS: HANOVER AND HORSEHILL DEVELOPMENT LIMITED LIABILITY COMPANY By: Na Title e; Da Gener 'el McCarthy I Counsel By: Village Super Market, Inc., a New Jersey corporation, its Manager By: Name: OHN VAN ORDEN Title: Chief Financial Officer [SIGNATURE PAGE TO FOLLOW] 10 Wells/Village — Second Amendment to A&R Credit Agreement 4855-4606-1891, v. 2

[SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT] WITNESS: By: Nam Title : Da Ge iel McCarthy ral Counsel DELILAH PROPERTIES LLC By: Village Super Market, Inc., a Ne y Jersey corporation, its Sole Member By: Name JOHN VA ORDEN Title: Chief Financial Officer WITNESS: FIRE BRANDS INNOVATION LLC By: Na Title: : Da ene id McCa al Counsel y B Name OHN VAN 01 DEN Title: Manager WITNESS: VSM NY DISTRIBUTION LLC By: Nam Title: : Da ene WITNESS: By: Nam Title: Da ene id McCari h al Counsel By: Village Super Market, Inc., a N ersey corporation, its Sole Member B Nam J I I VAN ORDEN Title: Chief Financial Office VILLAGE GALLOWAY SHOPPING CENTER LLC By: Village Super Market, Inc., a New Jersey corporation, its sole ber By. 'eI McCart y Name: VAN ORDE I Counsel Title: Chief Financial Officer [SIGNATURE PAGE TO FOLLOW] 11 WeIisNillage — Second Amendment to A&R Credit Agreement 4855-4606-1891,v 2

[SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT] WITNESS: VILLAGE VINELAND 3600 LANDIS LLC By: Village Super Market, Inc., a New Jersey corporation, its sole member By: Nam Title :D Gene By: 'el McCarth V Name• JOHN VA ORDEN I Counsel Title: Chief Financial Officer [SIGNATURE PAGE TO FOLLOW] 12 Wells/Village — Second Amendment to A&R Credit Agreement 4855-4606-1891, v.2

[SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT] BANK: WELLS FARGO BANK, Or ASSOCIATION By: me: CATHERINE ALESSI Title: Senior Vice President 13 Wells/Village — Second Amendment to A&R Credit Agreement 4855-4606-1891, v. 2 SIGN RE GE O ND ENDMENT O ENDED ND TED EDIT REEMENT] NK: EL S GO NK, e: THERINE LES I itle: enior ice resident 13 ells/Vil age — ond mendment to R redit greement 5-4606-1891, v. 2 :

Execution Version Exhibit A Vineland Term Note See Attached 14 Wells/Village — Second Amendment to A&R Credit Agreement 4855-4606-1891, v. 4 ecution ersion ells/Vi lage – ond endment R redit gree ent 5-4606-1891, . xhibit i el nd er ote ee tt ched

Execution Version 1 Wells Fargo/Village – Vineland Term Loan Note 4890-0432-6214, v. 7 VINELAND TERM LOAN NOTE Wells Fargo Bank, National Association $7,125,000 As of January 27, 2023 Roseland, New Jersey This Vineland Term Loan Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Amended and Restated Credit Agreement dated as of January 28 2022, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated September 1, 2022, and a certain Second Amendment to Amended and Restated Credit Agreement dated as of even date herewith (collectively, as they may be further amended, replaced, restated, supplemented, modified and/or extended from time to time, the “Credit Agreement”) by and among VILLAGE SUPER MARKET, INC., a corporation organized under the laws of the State of New Jersey (“Village”), VILLAGE SUPER MARKET OF NJ, L.P., a limited partnership organized under the laws of the State of New Jersey (“Village NJ”), VILLAGE SUPERMARKET OF MARYLAND LLC, a limited liability company organized under the laws of the State of Maryland (“Village MD”), VILLAGE SUPER MARKET OF PA, LLC, a limited liability company organized under the laws of the Commonwealth of Pennsylvania (“Village PA”), VSM NEW MARKETS, LLC, a limited liability company organized under the laws of the State of New Jersey (“VSM New Markets”), VSM GOURMET, LLC, a limited liability company organized under the laws of the State of New York (“VSM Gourmet”), VSM NY HOLDINGS LLC, a limited liability company organized under the laws of the State of New York (“VSM Fairway”), GREATER MORRISTOWN RESTAURANT, LLC, a limited liability company organized under the laws of the State of New Jersey (“VSM Morristown”), HANOVER AND HORSEHILL DEVELOPMENT LIMITED LIABILITY COMPANY, a limited liability company organized under the laws of the State of New Jersey (“Hanover”), DELILAH PROPERTIES LLC, a limited liability company organized under the laws of the State of New Jersey (“Delilah”), FIRE BRANDS INNOVATION LLC, a limited liability company organized under the laws of the State of New Jersey (“Fire Brands”), VSM NY DISTRIBUTION LLC, a limited liability company organized under the laws of the State of New York (“VSM Distribution”), VILLAGE GALLOWAY SHOPPING CENTER LLC, a limited liability company organized under the laws of the State of New Jersey (“Galloway”), and VILLAGE VINELAND 3600 LANDIS LLC, a limited liability company organized under the laws of the State of New Jersey (“Vineland” and collectively with Village, Village NJ, Village MD, Village PA, VSM New Markets, VSM Gourmet, VSM Fairway, VSM Morristown, Hanover, Delilah, Fire Brands, VSM Distribution, and Galloway, the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). Capitalized terms not otherwise defined herein shall have the meanings provided in the Credit Agreement. FOR VALUE RECEIVED, Borrower hereby promise to pay to the order of the Bank, at the office of the Bank located at 190 River Road, 1st Floor, Summit, New Jersey 07901 or at such other place as the Bank may from time to time designate to Borrower in writing: (i) the principal sum of SEVEN MILLION ONE HUNDRED TWENTY FIVE THOUSAND AND 00/100 DOLLARS ($7,125,000) in one hundred eighty (180) equal consecutive monthly principal installments based on a fifteen (15) year amortization schedule as more fully set forth on Schedule 1 attached hereto, which shall be in the amount of $39,583.33 plus

Execution Version 2 Wells Fargo/Village – Vineland Term Loan Note 4890-0432-6214, v. 7 accrued interest commencing on the first Business Day of March, 2023, and continuing on the first Business Day of each month thereafter, with the one hundred eightieth (180th) and final payment of any unpaid balance of principal and interest payable on the twenty-seventh (27th) day of January, 2038, and subject to mandatory prepayment and acceleration upon the occurrence of an Event of Default under the Credit Agreement or earlier termination of the Credit Agreement pursuant to the terms thereof; (ii) interest on the principal amount of this Note from time to time outstanding until such principal amount is paid in full at the applicable Vineland Term Loan Rate in accordance with the provisions of the Credit Agreement. In no event, however, shall interest exceed the maximum interest rate permitted by law. Upon and after the occurrence of an Event of Default, and during the continuation thereof, interest shall be payable at the Default Rate in accordance with the Credit Agreement; and (iii) notwithstanding anything to the contrary herein, in the Credit Agreement and/or in any other Loan Document, all outstanding principal and interest hereunder which is due and payable in full if the Revolving Line of Credit is not extended beyond the applicable Termination Date. This Note is the “Vineland Term Loan Note” referred to in the Credit Agreement and is entitled to the benefits of the Credit Agreement and the other Loan Documents and is subject to all of the agreements, terms and conditions therein contained. This Note is subject to mandatory prepayment, and may be voluntarily prepaid, in whole or in part, in each case pursuant to the terms and conditions set forth in the Credit Agreement. If an Event of Default under Subsection 6.1(f) or 6.1(h) of the Credit Agreement shall occur, then this Note shall immediately become due and payable, without notice, together with reasonable attorneys’ fees if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof. If any other Event of Default shall occur under the Credit Agreement or any of the other Loan Documents, which is not cured within any applicable grace period, then this Note may, as provided in the Credit Agreement, be declared to be immediately due and payable, without notice, together with reasonable attorneys’ fees, if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof. Bank may at any time pledge or assign all or any portion of its rights under the Credit Agreement or the other Loan Documents (including any portion of this Note) to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under the Credit Agreement or any of the other Loan Documents. Upon the sale, transfer, hypothecation, assignment or other encumbrance, whether voluntary, involuntary or by operation of law, of all or any interest in any real property securing this Note, if any, or upon the occurrence of any Event of Default, the holder of this Note, at the holder's option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all

Execution Version 3 Wells Fargo/Village – Vineland Term Loan Note 4890-0432-6214, v. 7 payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees), expended or incurred by the holder in connection with the enforcement of the holder's rights and/or the collection of any amounts which become due to the holder under this Note whether or not suit is brought, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. Should more than one person or entity sign this Note as a Borrower, the obligations of each such Borrower shall be joint and several. The effective date of this Note shall be the date that Bank has accepted this Note and all conditions to the effectiveness of the Credit Agreement have been fulfilled to Bank's satisfaction. Notwithstanding the occurrence of the effective date of this Note, Bank shall not be obligated to extend credit under this Note until all conditions to each extension of credit set forth in the Credit Agreement have been fulfilled to Bank's satisfaction. This Note shall be construed and enforced in accordance with the laws of the State of New Jersey. Borrower expressly waives any presentment, demand, protest, notice of protest, or notice of any kind except as expressly provided in the Credit Agreement. [SIGNATURE PAGE TO FOLLOW]

4 Wells Fargo/Village – Vineland Term Loan Note 4890-0432-6214, v. 5 [SIGNATURE PAGE TO VINELAND TERM LOAN NOTE] ATTEST: VILLAGE SUPER MARKET, INC. By: By: Name: Name: JOHN VAN ORDEN Title: Title: Chief Financial Officer VILLAGE SUPER MARKET OF NJ, L.P. WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its General Partner By: By: Name: Name: JOHN VAN ORDEN Title: Title: Chief Financial Officer VILLAGE SUPERMARKET OF MARYLAND LLC WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: By: Name: Name: JOHN VAN ORDEN Title: Title: Chief Financial Officer [SIGNATURE PAGE TO FOLLOW] Execution Version

5 Wells Fargo/Village – Vineland Term Loan Note 4890-0432-6214, v. 5 [SIGNATURE PAGE TO VINELAND TERM LOAN NOTE] VILLAGE SUPER MARKET OF PA, LLC WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: By: Name: Name: JOHN VAN ORDEN Title: Title: Chief Financial Officer VSM NEW MARKETS, LLC WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: By: Name: Name: JOHN VAN ORDEN Title: Title: Chief Financial Officer VSM GOURMET, LLC WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: By: Name: Name: JOHN VAN ORDEN Title: Title: Chief Financial Officer [SIGNATURE PAGE TO FOLLOW] Execution Version

6 Wells Fargo/Village – Vineland Term Loan Note 4890-0432-6214, v. 5 [SIGNATURE PAGE TO VINELAND TERM LOAN NOTE] VSM NY HOLDINGS LLC WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: By: Name: Name: JOHN VAN ORDEN Title: Title: Chief Financial Officer GREATER MORRISTOWN RESTAURANT, LLC WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: By: Name: Name: JOHN VAN ORDEN Title: Title: Chief Financial Officer HANOVER AND HORSEHILL DEVELOPMENT LIMITED LIABILITY COMPANY WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Manager By: By: Name: Name: JOHN VAN ORDEN Title: Title: Chief Financial Officer [SIGNATURE PAGE TO FOLLOW] Execution Version

7 Wells Fargo/Village – Vineland Term Loan Note 4890-0432-6214, v. 5 [SIGNATURE PAGE TO VINELAND TERM LOAN NOTE] DELILAH PROPERTIES LLC WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: By: Name: Name: JOHN VAN ORDEN Title: Title: Chief Financial Officer WITNESS: FIRE BRANDS INNOVATION LLC By: By: Name: Name: JOHN VAN ORDEN Title: Title: Manager VSM NY DISTRIBUTION LLC WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: By: Name: Name: JOHN VAN ORDEN Title: Title: Chief Financial Officer WITNESS: VILLAGE GALLOWAY SHOPPING CENTER LLC By: Village Super Market, Inc., a New Jersey corporation, its sole member By:_____________________ By:__________________________ Name: Name: JOHN VAN ORDEN Title: Title: Chief Financial Officer Execution Version

8 Wells Fargo/Village – Vineland Term Loan Note 4890-0432-6214, v. 5 [SIGNATURE PAGE TO VINELAND TERM LOAN NOTE] WITNESS: VILLAGE VINELAND 3600 LANDIS LLC By: Village Super Market, Inc., a New Jersey corporation, its sole member By:_____________________ By:__________________________ Name: Name: JOHN VAN ORDEN Title: Title: Chief Financial Officer Execution Version

Execution Version 9 Wells Fargo/Village – Vineland Term Loan Note 4890-0432-6214, v. 7 SCHEDULE 1 The Note will be paid in the principal amounts plus accrued interest on the dates as shown below: Payment Due Date Principal Payment Due Mar 01, 2023 39,583.33 Apr 03, 2023 39,583.33 May 01, 2023 39,583.33 Jun 01, 2023 39,583.33 Jul 03, 2023 39,583.33 Aug 01, 2023 39,583.33 Sep 01, 2023 39,583.33 Oct 02, 2023 39,583.33 Nov 01, 2023 39,583.33 Dec 01, 2023 39,583.33 Jan 02, 2024 39,583.33 Feb 01, 2024 39,583.33 Mar 01, 2024 39,583.33 Apr 01, 2024 39,583.33 May 01, 2024 39,583.33 Jun 03, 2024 39,583.33 Jul 01, 2024 39,583.33 Aug 01, 2024 39,583.33 Sep 03, 2024 39,583.33 Oct 01, 2024 39,583.33 Nov 01, 2024 39,583.33 Dec 02, 2024 39,583.33 Jan 02, 2025 39,583.33 Feb 03, 2025 39,583.33 Mar 03, 2025 39,583.33 Apr 01, 2025 39,583.33 May 01, 2025 39,583.33 Jun 02, 2025 39,583.33 Jul 01, 2025 39,583.33 Aug 01, 2025 39,583.33 Sep 02, 2025 39,583.33 Oct 01, 2025 39,583.33 Nov 03, 2025 39,583.33 Dec 01, 2025 39,583.33 Jan 02, 2026 39,583.33 Feb 02, 2026 39,583.33 Mar 02, 2026 39,583.33

Execution Version 10 Wells Fargo/Village – Vineland Term Loan Note 4890-0432-6214, v. 7 Apr 01, 2026 39,583.33 May 01, 2026 39,583.33 Jun 01, 2026 39,583.33 Jul 01, 2026 39,583.33 Aug 03, 2026 39,583.33 Sep 01, 2026 39,583.33 Oct 01, 2026 39,583.33 Nov 02, 2026 39,583.33 Dec 01, 2026 39,583.33 Jan 04, 2027 39,583.33 Feb 01, 2027 39,583.33 Mar 01, 2027 39,583.33 Apr 01, 2027 39,583.33 May 03, 2027 39,583.33 Jun 01, 2027 39,583.33 Jul 01, 2027 39,583.33 Aug 02, 2027 39,583.33 Sep 01, 2027 39,583.33 Oct 01, 2027 39,583.33 Nov 01, 2027 39,583.33 Dec 01, 2027 39,583.33 Jan 03, 2028 39,583.33 Feb 01, 2028 39,583.33 Mar 01, 2028 39,583.33 Apr 03, 2028 39,583.33 May 01, 2028 39,583.33 Jun 01, 2028 39,583.33 Jul 03, 2028 39,583.33 Aug 01, 2028 39,583.33 Sep 01, 2028 39,583.33 Oct 02, 2028 39,583.33 Nov 01, 2028 39,583.33 Dec 01, 2028 39,583.33 Jan 02, 2029 39,583.33 Feb 01, 2029 39,583.33 Mar 01, 2029 39,583.33 Apr 02, 2029 39,583.33 May 01, 2029 39,583.33 Jun 01, 2029 39,583.33 Jul 02, 2029 39,583.33 Aug 01, 2029 39,583.33 Sep 04, 2029 39,583.33

Execution Version 11 Wells Fargo/Village – Vineland Term Loan Note 4890-0432-6214, v. 7 Oct 01, 2029 39,583.33 Nov 01, 2029 39,583.33 Dec 03, 2029 39,583.33 Jan 02, 2030 39,583.33 Feb 01, 2030 39,583.33 Mar 01, 2030 39,583.33 Apr 01, 2030 39,583.33 May 01, 2030 39,583.33 Jun 03, 2030 39,583.33 Jul 01, 2030 39,583.33 Aug 01, 2030 39,583.33 Sep 03, 2030 39,583.33 Oct 01, 2030 39,583.33 Nov 01, 2030 39,583.33 Dec 02, 2030 39,583.33 Jan 02, 2031 39,583.33 Feb 03, 2031 39,583.33 Mar 03, 2031 39,583.33 Apr 01, 2031 39,583.33 May 01, 2031 39,583.33 Jun 02, 2031 39,583.33 Jul 01, 2031 39,583.33 Aug 01, 2031 39,583.33 Sep 02, 2031 39,583.33 Oct 01, 2031 39,583.33 Nov 03, 2031 39,583.33 Dec 01, 2031 39,583.33 Jan 02, 2032 39,583.33 Feb 02, 2032 39,583.33 Mar 01, 2032 39,583.33 Apr 01, 2032 39,583.33 May 03, 2032 39,583.33 Jun 01, 2032 39,583.33 Jul 01, 2032 39,583.33 Aug 02, 2032 39,583.33 Sep 01, 2032 39,583.33 Oct 01, 2032 39,583.33 Nov 01, 2032 39,583.33 Dec 01, 2032 39,583.33 Jan 03, 2033 39,583.33 Feb 01, 2033 39,583.33 Mar 01, 2033 39,583.33

Execution Version 12 Wells Fargo/Village – Vineland Term Loan Note 4890-0432-6214, v. 7 Apr 01, 2033 39,583.33 May 02, 2033 39,583.33 Jun 01, 2033 39,583.33 Jul 01, 2033 39,583.33 Aug 01, 2033 39,583.33 Sep 01, 2033 39,583.33 Oct 03, 2033 39,583.33 Nov 01, 2033 39,583.33 Dec 01, 2033 39,583.33 Jan 03, 2034 39,583.33 Feb 01, 2034 39,583.33 Mar 01, 2034 39,583.33 Apr 03, 2034 39,583.33 May 01, 2034 39,583.33 Jun 01, 2034 39,583.33 Jul 03, 2034 39,583.33 Aug 01, 2034 39,583.33 Sep 01, 2034 39,583.33 Oct 02, 2034 39,583.33 Nov 01, 2034 39,583.33 Dec 01, 2034 39,583.33 Jan 02, 2035 39,583.33 Feb 01, 2035 39,583.33 Mar 01, 2035 39,583.33 Apr 02, 2035 39,583.33 May 01, 2035 39,583.33 Jun 01, 2035 39,583.33 Jul 02, 2035 39,583.33 Aug 01, 2035 39,583.33 Sep 04, 2035 39,583.33 Oct 01, 2035 39,583.33 Nov 01, 2035 39,583.33 Dec 03, 2035 39,583.33 Jan 02, 2036 39,583.33 Feb 01, 2036 39,583.33 Mar 03, 2036 39,583.33 Apr 01, 2036 39,583.33 May 01, 2036 39,583.33 Jun 02, 2036 39,583.33 Jul 01, 2036 39,583.33 Aug 01, 2036 39,583.33 Sep 02, 2036 39,583.33

Execution Version 13 Wells Fargo/Village – Vineland Term Loan Note 4890-0432-6214, v. 7 Oct 01, 2036 39,583.33 Nov 03, 2036 39,583.33 Dec 01, 2036 39,583.33 Jan 02, 2037 39,583.33 Feb 02, 2037 39,583.33 Mar 02, 2037 39,583.33 Apr 01, 2037 39,583.33 May 01, 2037 39,583.33 Jun 01, 2037 39,583.33 Jul 01, 2037 39,583.33 Aug 03, 2037 39,583.33 Sep 01, 2037 39,583.33 Oct 01, 2037 39,583.33 Nov 02, 2037 39,583.33 Dec 01, 2037 39,583.33 Jan 04, 2038 39,583.33 Jan 27, 2038 Remaining Balance

ex-42

[SIGNATURE PAGE TO VINELAND TERM LOAN NOTE] ATTEST: VILLAGE SUPER MARKET, INC. By: Nan Title e: D Gen niel McCarthy al Counsel By: Name7JOHN VAN ORDEN Title: Chief Financial Officer VILLAGE SUPER MARKET OF NJ, L.P. WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its General Partner By: Nam Title: D Ge niel McCarthy ral Counsel By: 0,04—, Name JOHN VAN ORDEN Title: Chief Financial Officer VILLAGE SUPERMARKET OF MARYLAND LLC WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: Name: Title: a iel McCa Gen ral Counsel By: Name: JOHN VAN ORDEN Title: Chief Financial Officer va, [SIGNATURE PAGE TO FOLLOW] 4 Wells FargoNillage — Vineland Term Loan Note 4890-0432-6214, v. 5 COPY C PY

[SIGNATURE PAGE TO VINELAND TERM LOAN NOTE] WITNESS: By: Nan Titl e: Da Gene 'el McCarthy :1 Counsel VILLAGE SUPER MARKET OF PA, LLC By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: 4..0 kv Name: JOHN VAN ORDEN Title: Chief Financial Officer VSM NEW MARKETS, LLC WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: Nam Title: • Gene mei McCarthy I Counsel Name JOAN VAN ORDEN Title: Chief Financial Officer VSM GOURMET, LLC WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: Nam Title :p Gene iel McCarthy I Counsel By: Name JOHN VAN ORDEN Title: Chief Financial Officer V [SIGNATURE PAGE TO FOLLOW] 5 Wells Fargo/Village — Vineland Term Loan Note 4890-0432-6214, v. 5 0, Oa' ni l By. / COPY

[SIGNATURE PAGE TO VINELAND TERM LOAN NOTE] VSM NY HOLDINGS LLC WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: Na Tit! c: • Ge nieI McCarthy ra I Counsel By: Nam: JOHN VAN ORDEN Title: Chief Financial Officer GREATER MORRISTOWN RESTAURANT, LLC WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: Na Tit! e: Dan Gene I McCarthy al Counsel By Na e: JOHN VAN ORDEN Title: Chief Financial Officer HANOVER AND HORSEHILL DEVELOPMENT LIMITED LIABILITY COMPANY WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Manager By N. Tit e: Da Gen 'el McCarth' al Counse By: Name. JOHN VAN ORDEN Title: Chief Financial Officer [SIGNATURE PAGE TO FOLLOW] 6 Wells Fargo/Village — Vineland Term Loan Note 4890-0432-6214, v. 5 C PY

[SIGNATURE PAGE TO VINELAND TERM LOAN NOTE] DELILAH PROPERTIES LLC WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: Na Tit e: • Ge iel McCarthy eral Counsel By: 114 b--" - Na : JOHN VAN ORDEN Title: Chief Financial Officer WITNESS: FIRE BRANDS INNOVATION LLC By: Nam Title: Dani • Gener McCarth I Counsel B Nam : JOHN AN ORDEN Title: Manager VSM NY DISTRIBUTION LLC WITNESS: By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By: Nam Title: •• D Gen WITNESS: By: Name Title: lel Mc al Counsel Da Gene 'el McCarthy -al Counsel Wells FargoNillage — Vineland Term Loan Note 4890-0432-6214, v.5 By. Nam JOHN VAN ORDEN Title: Chief Financial Officer VILLAGE GALLOWAY SHOPPING CENTER LLC By: Village Super Market, Inc., a New Jer . corporation, its sole member AA_ N ie: JOHN VAN ORDEN Title: Chief Financial Officer 7 me : C_ B. V C PY

[SIGNATURE PAGE TO VINELAND TERM LOAN NOTE] WITNESS: By: Na Title Ge niel McCarthy eral Counsel Wells Fargo/Village — Vineland Term Loan Note 4890-0432-6214, v. 5 VILLAGE VINELAND 3600 LANDIS LLC By: Village Super Market, Inc., a New Jersey corporation, its sole member 8 By: Nam JOHN VAN ORDEN Title: Chief Financial Officer e COPY

Document

Exhibit 31.1

I, Robert P. Sumas, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Village Super Market, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 8, 2023	/s/ Robert P. Sumas
---	---
	Robert P. Sumas
	Chief Executive Officer

Document

Exhibit 31.2

I, John Van Orden, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Village Super Market, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 8, 2023
---	---
	/s/ John Van Orden
	John Van Orden
	Chief Financial Officer &
	Principal Financial Officer

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Village Super Market, Inc. (the “Company”) on Form 10-Q for the period ended January 28, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert P. Sumas, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Robert P. Sumas
Robert P. Sumas
Chief Executive Officer
March 8, 2023

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Village Super Market, Inc. (the “Company”) on Form 10-Q for the period ended January 28, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Van Orden certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John Van Orden
John Van Orden
Chief Financial Officer &
Principal Financial Officer
March 8, 2023

Document

Exhibit 99.1

VILLAGE SUPER MARKET, INC.

REPORTS RESULTS FOR THE SECOND QUARTER ENDED

JANUARY 28, 2023

Contact:	John Van Orden, CFO
	(973) 467-2200
	villageinvestorrelations@wakefern.com

Springfield, New Jersey – March 7, 2023 – Village Super Market, Inc. (NASDAQ:VLGEA) (the "Company" or "Village") today reported its results of operations for the second quarter ended January 28, 2023.

Second Quarter Highlights

•Net income of $12.3 million, an increase of 22% compared to net income of $10.1 million in the second quarter of the prior year

•Sales increased 4.9% and same store sales increased 3.2%

•Same store digital sales increased 0.5%

1st Half of Fiscal 2023 Highlights

•Net income of $23.4 million, an increase of 34% compared to $17.5 million in the first half of fiscal 2022

•Sales increased 5.0% and same store sales increased 3.7%

•Same store digital sales increased 2.5%

Second Quarter of Fiscal 2023 Results

Sales were $563.9 million in the 13 weeks ended January 28, 2023 compared to $537.4 million in the 13 weeks ended January 29, 2022. Sales increased due to an increase in same store sales of 3.2%, the opening of a Gourmet Garage in the West Village in Manhattan, NY on April 29, 2022 and increased sales due to the remodel and conversion of the Pelham, NY Fairway to the ShopRite banner on August 15, 2022. Same store sales increased due primarily to retail price inflation. New stores, replacement stores and stores with banner changes are included in same store sales in the quarter after the store has been in operation for four full quarters. Store renovations and expansions are included in same store sales immediately.

Gross profit as a percentage of sales decreased to 27.47% in the 13 weeks ended January 28, 2023 compared to 27.84% in the 13 weeks ended January 29, 2022 due primarily to decreased departmental gross margin percentages (.18%), increased warehouse assessment charges from Wakefern (.11%), higher promotional spending (.11%) and increased LIFO charges (.08%) partially offset by a favorable change in product mix (.04%) and increased patronage dividends and rebates received from Wakefern (.07%).

Operating and administrative expense as a percentage of sales decreased to 23.07% in the 13 weeks ended January 28, 2023 compared to 23.54% in the 13 weeks ended January 29, 2022 due primarily to lower labor costs and fringe benefits (.41%) and decreased supply spending (.13%). Labor costs and fringe benefits decreased due primarily to sales leverage and ongoing productivity initiatives partially offset by minimum wage and market-driven pay rate increases.

Depreciation and amortization expense increased in the 13 weeks ended January 28, 2023 compared to the 13 weeks ended January 29, 2022 due primarily to capital expenditures.

Interest expense increased in the 13 weeks ended January 28, 2023 compared to the 13 weeks ended January 29, 2022 due primarily to higher average outstanding debt balances.

Interest income increased in the 13 weeks ended January 28, 2023 compared to the 13 weeks ended January 29, 2022 due primarily to higher interest rates and larger amounts invested in variable rate notes receivable from Wakefern and demand deposits at Wakefern.

The effective income tax rate was 30.9% in the 13 weeks ended January 28, 2023 compared to 30.7% in the 13 weeks ended January 29, 2022. The increase in the effective income tax rate is due primarily to greater apportionment in higher state tax rate jurisdictions.

1st Half of Fiscal 2023 Results

Sales were $1,083.6 million in the 26 weeks ended January 28, 2023 compared to $1,031.6 million in the 26 weeks ended January 29, 2022. Sales increased due to an increase in same store sales of 3.7%, the opening of a Gourmet Garage in the West

Exhibit 99.1

Village in Manhattan, NY on April 29, 2022 and increased sales due to the remodel and conversion of the Pelham, NY Fairway to the ShopRite banner on August 15, 2022. Same store sales increased due primarily to retail price inflation.

Gross profit as a percentage of sales decreased to 28.07% in the 26 weeks ended January 28, 2023 compared to 28.09% in the 26 weeks ended January 29, 2022 due primarily to increased LIFO charges (.12%), higher promotional spending (.03%) and decreased patronage dividends and rebates received from Wakefern (.01%) partially offset by increased departmental gross margin percentages (.04%), a favorable change in product mix (.06%) and decreased warehouse assessment charges from Wakefern (.04%).

Operating and administrative expense as a percentage of sales decreased to 23.60% in the 26 weeks ended January 28, 2023 compared to 24.02% in the 26 weeks ended January 29, 2022 due primarily to lower labor costs and fringe benefits (.30%) and decreased supply spending (.14%). Labor costs and fringe benefits decreased due primarily to sales leverage and ongoing productivity initiatives partially offset by minimum wage and market-driven pay rate increases.

Depreciation and amortization expense increased in the 26 weeks ended January 28, 2023 compared to the 26 weeks ended January 29, 2022 due primarily to capital expenditures.

Interest expense increased in the 26 weeks ended January 28, 2023 compared to the 26 weeks ended January 29, 2022 due primarily to higher average outstanding debt balances.

Interest income increased in the 26 weeks ended January 28, 2023 compared to the 26 weeks ended January 29, 2022 due primarily to higher interest rates and larger amounts invested in variable rate notes receivable from Wakefern and demand deposits at Wakefern.

The effective income tax rate was 30.9% in the 26 weeks ended January 28, 2023 compared to 30.7% in the 26 weeks ended January 29, 2022. The increase in the effective income tax rate is due primarily to greater apportionment in higher state tax rate jurisdictions.

Village Super Market operates a chain of 34 supermarkets in New Jersey, New York, Maryland and Pennsylvania under the ShopRite and Fairway banners and four Gourmet Garage specialty markets in New York City.

Forward Looking Statements

All statements, other than statements of historical fact, included in this Press Release are or may be considered forward-looking statements within the meaning of federal securities law. The Company cautions the reader that there is no assurance that actual results or business conditions will not differ materially from future results, whether expressed, suggested or implied by such forward-looking statements. The Company undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof. The following are among the principal factors that could cause actual results to differ from the forward-looking statements: risks and uncertainties related to the COVID-19 pandemic, including among others, the duration and severity of the pandemic, shifts in customers buying patterns, disruptions to supply chains, inability of the workforce to work due to illness, quarantine or government mandates, including travel restrictions and stay at home orders, the effectiveness and duration of COVID-19 stimulus packages; general economic conditions; competitive pressures from the Company’s operating environment; the ability of the Company to maintain and improve its sales and margins; the ability to attract and retain qualified associates; the availability of new store locations; risks, uncertainties and challenges associated with the Fairway acquisition, including under-performance relative to our expectations, additional capital requirements, unforeseen expenses or delays, imprecise assumptions or our inability to achieve projected cost savings or other synergies, competitive factors in the marketplace and difficulties integrating the business, including merging company cultures, cultivating brand strategy, expansion of food production and conforming the acquired company's technology, standards, processes, procedures and controls; the availability of capital; the liquidity of the Company; the success of operating initiatives; consumer spending patterns; the impact of changing energy prices; increased cost of goods sold, including increased costs from the Company’s principal supplier, Wakefern; disruptions or changes in Wakefern's operations; the results of litigation; the results of tax examinations; the results of union contract negotiations; competitive store openings and closings; the rate of return on pension assets; and other factors detailed herein and in the Company’s filings with the SEC.

We provide non-GAAP measures, including Adjusted net income and Adjusted operating and administrative expenses as management believes these supplemental measures are useful to investors and analysts. These non-GAAP financial measures should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP, nor as an alternative to net income, operating and administrative expense or any other GAAP measure of performance. Adjusted net income and Adjusted operating and administrative expense are useful to investors because they provide supplemental measures that exclude the financial impact of certain items that affect period-to-period comparability. Management and the Board of Directors use these measures as they provide greater transparency in assessing ongoing operating performance on a

Exhibit 99.1

period-to-period basis. Other companies may have different definitions of Non-GAAP Measures and provide for different adjustments, and comparability to the Company's results of operations may be impacted by such differences. The Company's presentation of Non-GAAP Measures should not be construed as an implication that its future results will be unaffected by unusual or non-recurring items.

Exhibit 99.1

VILLAGE SUPER MARKET, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts) (Unaudited)

	13 Weeks Ended						26 Weeks Ended
	January 28,<br>2023			January 29,<br>2022			January 28,<br>2023			January 29,<br>2022
Sales	$	563,866		$	537,408		$	1,083,555		$	1,031,619
Cost of sales	408,987			387,797			779,391			741,829
Gross profit	154,879			149,611			304,164			289,790
Operating and administrative expense	130,103			126,487			255,665			247,770
Depreciation and amortization	8,659			8,460			17,205			16,795
Operating income	16,117			14,664			31,294			25,225
Interest expense	(966)			(963)			(2,052)			(1,932)
Interest income	2,679			905			4,647			1,881
Income before income taxes	17,830			14,606			33,889			25,174
Income taxes	5,508			4,477			10,484			7,717
Net income	$	12,322		$	10,129		$	23,405		$	17,457
per share:
Class A common stock:
Basic	$	0.95		$	0.78		$	1.80		$	1.34
Diluted	$	0.85		$	0.69		$	1.61		$	1.20
Class B common stock:
Basic	$	0.62		$	0.50		$	1.17		$	0.87
Diluted	$	0.62		$	0.50		$	1.17		$	0.87
Gross profit as a % of sales	27.47		%	27.84		%	28.07		%	28.09		%
Operating and administrative expense as a % of sales	23.07		%	23.54		%	23.60		%	24.02		%