Weis Markets Inc 10-Q for FY2026 Q2
Weis Markets Inc (WMK)
About this 10-Q
Weis Markets Inc filed this 10-Q on August 6, 2026, covering the quarter ended June 27, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 27, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.28B
- up 4.6% from $1.22B a year earlier
- Net income
- $22.86M
- down 9.6% from net income of $25.28M a year earlier
- Diluted EPS
- $0.92
- down 4.2% from $0.96 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________to_________
Commission File Number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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| (Zip Code) | |
(Address of principal executive offices) | | |
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Registrant’s telephone number, including area code: ( | Registrant’s web address: www.weismarkets.com |
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Securities registered pursuant to section 12(b) of the act:
As of August 6, 2026, there were
WEIS MARKETS, INC.
TABLE OF CONTENTS
FORM 10-Q | | Page |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 12 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk | | 19 |
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WEIS MARKETS, INC.
PART I – FINANCIAL INFORMATION
ITEM I – FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(amounts in thousands, except shares) | | June 27, 2026 | | December 27, 2025 | ||
Assets | | | | | | |
Current: | | | | | | |
Cash and cash equivalents | | $ | | | $ | |
Marketable securities | | | | | | |
SERP investment | | | | | | |
Accounts receivable, net | | | | | | |
Inventories | | | | | | |
Income taxes recoverable | | | | | | |
Prepaid expenses and other current assets | | | | | | |
Total current assets | | | | | | |
Property and equipment, net | | | | | | |
Operating lease right-to-use | | | | | | |
Goodwill | | | | | | |
Intangible and other assets, net | | | | | | |
Total assets | | $ | | | $ | |
| | | | | | |
Liabilities | | | | | | |
Current: | | | | | | |
Accounts payable | | $ | | | $ | |
Accrued expenses | | | | | | |
Operating leases | | | | | | |
Accrued self-insurance | | | | | | |
Deferred revenue, net | | | | | | |
Total current liabilities | | | | | | |
Postretirement benefit obligations | | | | | | |
Accrued self-insurance | | | | | | |
Operating leases | | | | | | |
Deferred income taxes | | | | | | |
Other | | | | | | |
Total liabilities | | | | | | |
Shareholders’ Equity | | | | | | |
Common stock, | | | | | | |
Retained earnings | | | | | | |
Accumulated other comprehensive income (loss) | | | ( | | | ( |
| | | | | | |
Treasury stock at cost, | | | ( | | | ( |
Total shareholders’ equity | | | | | | |
Total liabilities and shareholders’ equity | | $ | | | $ | |
See accompanying notes to Condensed Consolidated Financial Statements.
1
WEIS MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
| | | 13 Weeks Ended | | 26 Weeks Ended | ||||||||
(amounts in thousands, except shares and per share amounts) | | | June 27, 2026 | | | June 28, 2025 | | | June 27, 2026 | | | June 28, 2025 | |
Net sales | | $ | | | $ | | | $ | | | $ | | |
Other revenue | | | | | | | | | | | | | |
Total revenue | | | | | | | | | | | | | |
Cost of sales, including advertising, warehousing and distribution expenses | | | | | | | | | | | | | |
Gross profit on sales | | | | | | | | | | | | | |
Operating, general and administrative expenses | | | | | | | | | | | | | |
Income from operations | | | | | | | | | | | | | |
Investment income (loss) and interest expense | | | | | | | | | | | | | |
Other income (expense) | | | ( | | | ( | | | ( | | | ( | |
Income before provision for income taxes | | | | | | | | | | | | | |
Provision for income taxes | | | | | | | | | | | | | |
Net income | | $ | | | $ | | | $ | | | $ | | |
| | | | | | | | | | | | | |
Weighted-average shares outstanding, basic and diluted | | | | | | | | | | | | | |
Cash dividends per share | | $ | | | $ | | | $ | | | $ | | |
Basic and diluted earnings per share | | $ | | | $ | | | $ | | | $ | | |
| | | | | | | | ||||||
See accompanying notes to Condensed Consolidated Financial Statements. The weighted average shares reflects the change in the number of shares outstanding after the purchase of
2
WEIS MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
| | 13 Weeks Ended | | 26 Weeks Ended | ||||||||
(amounts in thousands) | | | June 27, 2026 | | | June 28, 2025 | | | June 27, 2026 | | | June 28, 2025 |
Net income | | $ | | | $ | | | $ | | | $ | |
Other comprehensive income (loss) by component, net of tax: | | | | | | | | | | | | |
Available-for-sale marketable securities | | | | | | | | | | | | |
Unrealized holding gains (losses) arising during period | | | | | | ( | | | | | | ( |
Other comprehensive income gain (loss), net of tax | | | | | | ( | | | | | | ( |
Comprehensive income, net of tax | | $ | | | $ | | | $ | | | $ | |
| | | | | | | ||||||
See accompanying notes to Condensed Consolidated Financial Statements.
3
WEIS MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(unaudited)
| | | | | | | | | | Accumulated | | | | | | | | | |
(amounts in thousands, except shares) | | | | | | | | | | Other | | | | | | | Total | ||
For the Thirteen Weeks Ended | | Common Stock | | Retained | | Comprehensive | Treasury Stock | | Shareholders’ | ||||||||||
June 27, 2026 and June 28, 2025 | | Shares | | Amount | | Earnings | | Income (Loss) | Shares | | Amount | | Equity | ||||||
Balance at March 28, 2026 | | | | $ | | | $ | | | $ | ( | | | | $ | ( | | $ | |
Net income | | — | | | — | | | | | | — | | — | | | — | | | |
Other comprehensive income (loss), net of tax | | — | | | — | | | — | | | | | — | | | — | | | |
Dividends paid | | — | | | — | | | ( | | | — | | — | | | — | | | ( |
Balance at June 27, 2026 | | | | $ | | | $ | | | $ | ( | | | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | |
Balance at March 29, 2025 | | | | $ | | | $ | | | $ | ( | | | | $ | ( | | $ | |
Net income | | — | | | — | | | | | | — | | — | | | — | | | |
Other comprehensive income (loss), net of tax | | — | | | — | | | - | | | ( | | — | | | — | | | ( |
Dividends paid | | — | | | — | | | ( | | | — | | — | | | — | | | ( |
Share purchase | | — | | | — | | | — | | | — | | | | | ( | | | ( |
Balance at June 28, 2025 | | | | $ | | | $ | | | $ | ( | | | | $ | ( | | $ | |
| |||||||||||||||||||
| | | | | | | | | | Accumulated | | | | | | | | | |
(amounts in thousands, except shares) | | | | | | | | | | Other | | | | | | | Total | ||
For the Twenty-Six Weeks Ended | | Common Stock | | Retained | | Comprehensive | | Treasury Stock | | Shareholders’ | |||||||||
June 27, 2026 and June 28, 2025 | | Shares | | Amount | | Earnings | | Income (Loss) | | Shares | | Amount | | Equity | |||||
Balance at December 27, 2025 | | | | $ | | | $ | | | $ | ( | | | | $ | ( | | $ | |
Net income | | — | | | — | | | | | | — | | — | | | — | | | |
Other comprehensive income (loss), net of tax | | — | | | — | | | — | | | | | — | | | — | | | |
Dividends paid | | — | | | — | | | ( | | | — | | — | | | — | | | ( |
Balance at June 27, 2026 | | | | $ | | | $ | | | $ | ( | | | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | |
Balance at December 28, 2024 | | | | $ | | | $ | | | $ | ( | | | | $ | ( | | $ | |
Net income | | — | | | — | | | | | | — | | — | | | — | | | |
Other comprehensive income (loss), net of tax | | — | | | — | | | — | | | ( | | — | | | — | | | ( |
Dividends paid | | — | | | — | | | ( | | | — | | — | | | — | | | ( |
Share purchase | | — | | | — | | | — | | | — | | | | | ( | | | ( |
Balance at June 28, 2025 | | | | $ | | | $ | | | $ | ( | | | | $ | ( | | $ | |
| |||||||||||||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
4
WEIS MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| | 26 Weeks Ended | ||||
(amounts in thousands) | | | June 27, 2026 | | | June 28, 2025 |
Cash flows from operating activities: | | | | | | |
Net income | | $ | | | $ | |
Adjustments to reconcile net income to | | | | | | |
net cash provided by operating activities: | | | | | | |
Depreciation and amortization | | | | | | |
(Gain) loss on disposition of fixed assets | | | | | | ( |
Unrealized (gain) loss in value of equity securities | | | — | | | ( |
Deferred income taxes | | | ( | | | ( |
Unrealized (gain) loss in SERP | | | ( | | | ( |
Changes in operating assets and liabilities: | | | | | | |
Inventories | | | ( | | | ( |
Accounts receivable and prepaid expenses | | | | | | ( |
Accounts payable and other liabilities | | | ( | | | ( |
Income taxes | | | | | | ( |
Other | | | ( | | | ( |
Net cash provided by operating activities | | | | | | |
Cash flows from investing activities: | | | | | | |
Purchase of property and equipment | | | ( | | | ( |
Proceeds from the sale of property and equipment | | | | | | |
Purchase of marketable securities | | | ( | | | ( |
Proceeds from the sale and maturities of marketable securities | | | | | | |
Acquisition of business | | | — | | | ( |
Purchase of intangible assets | | | ( | | | ( |
Proceeds from sale of intangible assets | | | | | | — |
Change in SERP investment | | | ( | | | |
Net cash used in investing activities | | | ( | | | ( |
Cash flows from financing activities: | | | | | | |
Share purchase | | | — | | | ( |
Dividends paid | | | ( | | | ( |
Net cash used in financing activities | | | ( | | | ( |
Net increase (decrease) in cash and cash equivalents | | | ( | | | ( |
Cash and cash equivalents at beginning of year | | | | | | |
Cash and cash equivalents at end of period | | $ | | | $ | |
See accompanying notes to Condensed Consolidated Financial Statements. In the first twenty-six weeks of 2026, there was $
5
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) Significant Accounting Policies
Basis of Presentation: The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring deferrals and accruals) considered necessary for a fair presentation have been included. The operating results for the periods presented are not necessarily indicative of the results to be expected for the full year. The Company has evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited Condensed Consolidated Financial Statements and there were no material subsequent events which require additional disclosure. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Company’s latest Annual Report on Form 10-K.
(2) Current Relevant Accounting Standards
The Company regularly monitors recently issued accounting standards and assesses their applicability and future impact. The Company believes there are three accounting standard updates (ASU) that will have an impact on the Company’s disclosures.
In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The new guidance is effective for annual reporting periods after December 15, 2026, and interim periods with annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which modernizes the accounting for internal-use software costs by removing all references to prescriptive and sequential software development stages. The new standard requires entities to consider whether significant development uncertainty has been resolved before starting to capitalize software costs and aligns disclosure requirements with ASC 360, Property, Plant, and Equipment. The ASU is effective for annual and interim reporting periods beginning after December 15, 2027, and can be applied prospectively, retrospectively, or using a modified transition method, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements and disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides guidance on the form and content of interim financial statements, adds a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The ASU is effective for interim reporting periods in fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements and disclosures.
6
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(3) Marketable Securities
The Company’s marketable securities are all classified as available-for-sale within “Current Assets” in the Company’s Condensed Consolidated Balance Sheets. The FASB has established three levels of inputs that may be used to measure fair value:
Level 1Observable inputs such as quoted prices in active markets for identical assets or liabilities;
Level 2Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and
Level 3Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.
The Company’s bond and commercial paper portfolio is valued using Level 2 inputs. The Company’s bond and commercial paper portfolio is valued using a combination of pricing for similar securities, recently executed transactions, cash flow models with yield curves and other pricing models utilizing observable inputs, which are considered Level 2 inputs.
For Level 2 investment valuation, the Company utilizes standard pricing procedures of its investment advisory firm(s) which include various third-party pricing services. These procedures also require specific price monitoring practices as well as pricing review reports, valuation oversight and pricing challenge procedures to maintain the most accurate representation of investment fair market value.
The Company accrues interest on its bond and commercial paper portfolio throughout the life of each bond and commercial paper held. Unrealized gains and losses on debt securities are recognized in “Accumulated other comprehensive income (loss)” on the Company’s Condensed Consolidated Balance Sheets. Dividends from the equity securities are recognized as received. Interest, dividends and unrealized gains and losses on equity securities are recognized in “Investment income (loss) and interest expense” on the Company’s Condensed Consolidated Statements of Income. In the thirteen weeks ended June 27, 2026, the Company recognized investment income of $
7
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Marketable securities, as of June 27, 2026 and December 27, 2025, consisted of:
| | | | | Gross | | Gross | | | | ||
(amounts in thousands) | | Amortized | | Unrealized | | Unrealized | | Fair | ||||
June 27, 2026 | | Cost | | Holding Gains | | Holding Losses | | Value | ||||
Available-for-sale: | | | | | | | | | | | | |
Level 2 | | | | | | | | | | | | |
| $ | | | $ | | | $ | ( | | | | |
| | | | | | | | — | | | | |
Total | | $ | | | $ | | | $ | ( | | $ | |
| | | | | Gross | | Gross | | | | ||
(amounts in thousands) | | Amortized | | Unrealized | | Unrealized | | Fair | ||||
December 27, 2025 | | Cost | | Holding Gains | | Holding Losses | | Value | ||||
Available-for-sale: | | | | | | | | | | | | |
Level 2 | | | | | | | | | | | | |
| $ | | | $ | | | $ | ( | | | | |
| | | | | | | | — | | | | |
Total | | $ | | | $ | | | $ | ( | | $ | |
Maturities of marketable securities classified as available-for-sale at June 27, 2026, were as follows:
| | Amortized | | Fair | ||
(amounts in thousands) | | Cost | | Value | ||
Available-for-sale: | | | | | | |
Due within one year | | $ | | | $ | |
Due after one year through five years | | | | | | |
Due after five years through ten years | | | | | | |
Due after ten years | | | | | | |
Total | | $ | | | $ | |
SERP Investments
The Company also maintains a non-qualified supplemental executive retirement plan (SERP) for certain of its employees which allows them to defer income to future periods. Participants in the plans earn a return on their deferrals based on mutual fund investments. The Company chooses to invest in the underlying mutual fund investments to offset the liability associated with the non-qualified deferred compensation plans. Such investments which are reported on the Company’s Condensed Consolidated Balance Sheets as “SERP investment,” are classified as trading securities and are measured at fair value using Level 1 inputs with gains and losses included in “Investment income (loss) and interest expense” on the Company’s Condensed Consolidated Statements of Income. The Company recognized investment income of $
8
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(4) Accumulated Other Comprehensive Income (Loss)
All balances in accumulated other comprehensive loss are related to available-for-sale marketable debt securities. The following table sets forth the balance of the Company’s accumulated other comprehensive loss, net of tax.
| | Unrealized Gains (Losses) | |
| | on Available-for-Sale | |
(amounts in thousands) | | Marketable Debt Securities | |
Accumulated other comprehensive income (loss) balance as of December 27, 2025 | | $ | ( |
Other comprehensive income (loss) | | | |
Net current period other comprehensive income (loss) | | | |
Accumulated other comprehensive income (loss) balance as of June 27, 2026 | | $ | ( |
(5) Long-Term Debt
On
Interest expense related to long-term debt was $
(6) Revenue Recognition
The following table represents net sales by product category and other revenue for the thirteen weeks and twenty-six weeks ended June 27, 2026, and June 28, 2025:
| | 13 Weeks Ended | |||||||||
(amounts in thousands) | | June 27, 2026 | | June 28, 2025 | |||||||
Grocery | | $ | | | | % | $ | | | | % |
Pharmacy | | | | | | | | | | | |
Fuel | | | | | | | | | | | |
Manufacturing | | | | | | | | | | | |
Total net sales | | $ | | | | % | $ | | | | % |
Other revenue | | | | | | | | | | | |
Total revenue | | $ | | | | | $ | | | | |
| | | | | | | | | | | |
| | 26 Weeks Ended | |||||||||
(amounts in thousands) | | June 27, 2026 | | June 28, 2025 | | ||||||
Grocery | | $ | | | % | $ | | | % | ||
Pharmacy | | | | | | | | | | ||
Fuel | | | | | | | | | | ||
Manufacturing | | | | | | | | | | ||
Total net sales | | $ | | | % | $ | | | % | ||
Other revenue | | | | | | | | | | | |
Total revenue | | $ | | | | | $ | | | | |
9
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(7) Segment Reporting
The Company manages the business activities on a consolidated basis and has
The Company’s chief operating decision maker is the Chief Operating Officer. The chief operating decision maker assesses performance for the segment and decides how to allocate resources based on operating income and net income that is also reported on the accompanying Consolidated Statements of Income. The measure of segment assets used to assess performance and allocate resources is reported on the Consolidated Balance Sheets as total assets. The chief operating decision maker uses operating income and net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the segment, such as for acquisitions. Operating income and net income are used to monitor budget versus actual results. The chief operating decision maker also uses operating income and net income in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment.
The following table presents the retail segment’s revenue, significant segment expenses, and segment operating and net income for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025:
| | 13 Weeks Ended | | 26 Weeks Ended | ||||||||
(amounts in thousands) | | June 27, 2026 | | June 28, 2025 | | June 27, 2026 | | June 28, 2025 | ||||
Net sales | | $ | | | $ | | | $ | | | $ | |
Other revenue (1) | | | | | | | | | | | | |
Total revenue | | | | | | | | | | | | |
Less: | | | | | | | | | | | | |
Cost of sales - stores | | | | | | | | | | | | |
Labor - stores | | | | | | | | | | | | |
Depreciation and amortization - stores (2) | | | | | | | | | | | | |
Occupancy - stores | | | | | | | | | | | | |
All other expense - stores (3) | | | | | | | | | | | | |
Administration, manufacturing, and property management expense | | | | | | | | | | | | |
Distribution and transportation | | | | | | | | | | | | |
Income from operations | | | | | | | | | | | | |
Other income (expense) (4) | | | ( | | | ( | | | ( | | | ( |
Investment income (loss) and interest expense | | | | | | | | | | | | |
Provision for income taxes | | | | | | | | | | | | |
Net income | | $ | | | $ | | | $ | | | $ | |
| (1) | Other revenue represents commission income earned from a variety of services such as lottery, money orders, third party gift cards, and third party bill pay services. |
| (2) | Segment depreciation and amortization expense, for stores and non-stores, was $ |
| (3) |
| (4) | Other income (expenses) consists of gains (losses) on SERP liability. |
10
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(8) Leases
As of June 27, 2026, the Company leased approximately
The Company leases or subleases space to tenants in owned, vacated and open store facilities. Rental income is recorded when earned as a component of “Operating, general and administrative expenses.”
The following is a schedule of the lease costs included in “Operating, general and administrative expenses” for the thirteen and twenty-six weeks ended June 27, 2026 and June 28, 2025.
| | 13 Weeks Ended | | 26 Weeks Ended | ||||||||
(amounts in thousands) | | | June 27, 2026 | | | June 28, 2025 | | | June 27, 2026 | | | June 28, 2025 |
Operating lease cost | | $ | | | $ | | | $ | | | $ | |
Variable lease cost | | | | | | | | | | | | |
Lease or sublease income | | | ( | | | ( | | | ( | | | ( |
Net lease cost | | $ | | | $ | | | $ | | | $ | |
11
WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of Weis Markets, Inc.’s (the “Company”) financial condition and results of operations should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q, the Company’s audited Consolidated Financial Statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 27, 2025, filed with the U.S. Securities and Exchange Commission, as well as the cautionary statement captioned "Forward-Looking Statements" immediately following this analysis.
Company Summary
Weis Markets is a conventional supermarket chain that currently operates 202 retail stores with over 22 thousand employees located in Pennsylvania and six surrounding states: Delaware, Maryland, New Jersey, New York, Virginia and West Virginia. Approximately 94% of Weis Markets employees are paid an hourly wage. Its products sold include groceries, dairy products, frozen foods, meats, seafood, fresh produce, floral, pharmacy services at certain locations, deli products, prepared foods, bakery products, beer and wine, fuel, and general merchandise items, such as health and beauty care and household products. The store product selection includes national, local and private brands and the Company promotes competitive pricing by using Low, Low Prices; Price Locks; Weekly Hot Buys; senior and military discounts; and Loyalty Rewards program. The Loyalty Rewards program includes reward points that may be redeemed for discounts on items in store, at one of the Company’s fuel stations or one of its third-party fuel station partners.
Utilizing its own strategically located distribution center and transportation fleet, Weis Markets self distributes approximately 50% of products with the remaining being supplied by direct store delivery vendors and regional wholesalers. In addition, the Company has three manufacturing facilities which process milk, water, ice, ice cream and fresh meat products. The corporate offices are located in Sunbury, PA where the Company was founded in 1912.
The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 196 store locations. “Weis 2 Go Online” allows the customer to order on-line and have their order delivered or picked up at an expedient store drive-thru. The Company also currently offers home delivery to customers at all 202 of its locations via multiple grocery delivery partners.
Two-Year Stacked Comparable Store Sales Analysis
Management is providing Comparable Store Sales Two-Year Stacked analysis, a non-GAAP measure, because management believes this metric is useful to investors and analysts. A Comparable Store Sales Two-Year Stacked analysis presents a comparison of results and trends over a longer period of time to demonstrate the effect of fluctuating economic activity on the operating results of the Company. Information presented in the tables below is not intended for use as an alternative to any other measure of performance. It is not recommended that this table be considered a substitute for the Company’s operating results as reported in accordance with GAAP.
Year-over-year and sequential comparisons are the primary calculations used to analyze operating results, however, due to fluctuations caused by declining government benefits, pharmacy sales growth, and inflationary trends in the food retail industry, management believes it is necessary to provide a Two-Year Stacked Comparable Store Sales analysis. The following tables provide the two-year stacked comparable store sales, including and excluding fuel, for the periods ended June 27, 2026, and June 28, 2025, as well as periods ended June 28, 2025, and June 29, 2024, respectively. Comparable store sales increased 2.3 percent on an individual year-over-year basis and increased 4.1 percent on a two-year stacked basis for the thirteen weeks ended June 27, 2026. Comparable store sales increased 2.2 percent on an individual year-over-year basis and increased 3.6 percent on a two-year stacked basis for the twenty-six weeks ended June 27, 2026.
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WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
| | Percentage Change | |||||
| | 13 Weeks Ended | |||||
June 27, 2026 | | | 2026 vs. 2025 | | | 2025 vs. 2024 | |
Comparable store sales (individual year) | | | 2.3 | % | | 1.8 | % |
Comparable store sales (two-year stacked) | | | 4.1 | | | | |
Comparable store sales, excluding fuel (individual year) | | | (0.4) | | | 2.3 | % |
Comparable store sales, excluding fuel (two-year stacked) | | | 1.9 | % | | | |
| | | | | | | |
| | Percentage Change | |||||
| | 26 Weeks Ended | |||||
June 27, 2026 | | | 2026 vs. 2025 | | | 2025 vs. 2024 | |
Comparable store sales (individual year) | | | 2.2 | % | | 1.4 | % |
Comparable store sales (two-year stacked) | | | 3.6 | | | | |
Comparable store sales, excluding fuel (individual year) | | | 0.4 | | | 1.7 | % |
Comparable store sales, excluding fuel (two-year stacked) | | | 2.1 | % | | | |
When calculating the percentage change in comparable store sales, the Company defines a new store to be comparable after it has been in operation for five full fiscal quarters. Relocated stores and stores with expanded square footage are included in comparable store sales since these units are located in existing markets and are open during construction. Planned store dispositions are excluded from the calculation. The Company only includes retail food stores in the calculation.
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WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Results of Operations
Analysis of Consolidated Statements of Income
| | | | | | | | | | | | | | | Percentage Change | | |||||||||||
| | 13 Weeks Ended | | 26 Weeks Ended | | 13 Weeks Ended | | 26 Weeks Ended | | ||||||||||||||||||
(amounts in thousands, except per share amounts) | | | June 27, 2026 | | | June 28, 2025 | | | June 27, 2026 | | | June 28, 2025 | | | 2026 vs. 2025 | | 2026 vs. 2025 | | |||||||||
Net sales | | $ | 1,270,858 | | $ | 1,214,479 | | $ | 2,522,576 | | $ | 2,411,284 | | | 4.6 | % | | 4.6 | % | ||||||||
Other revenue | | | 4,450 | | | 4,317 | | | 8,644 | | | 8,288 | | | 3.1 | | | 4.3 | | ||||||||
Total revenue | | | 1,275,308 | | | 1,218,796 | | | 2,531,220 | | | 2,419,572 | | | 4.6 | | | 4.6 | | ||||||||
Cost of sales, including advertising, warehousing and distribution expenses | | | 946,907 | | | 912,129 | | | 1,872,572 | | | 1,814,668 | | | 3.8 | | | 3.2 | | ||||||||
Gross profit on sales | | | 328,401 | | | 306,667 | | | 658,648 | | | 604,904 | | | 7.1 | | | 8.9 | | ||||||||
Gross profit margin | | | 25.8 | % | | 25.3 | % | | 26.1 | % | | 25.1 | % | | | | | | | ||||||||
Operating, general and administrative expenses | | | 299,294 | | | 276,428 | | | 593,839 | | | 552,894 | | | 8.3 | | | 7.4 | | ||||||||
O, G & A, percent of net sales | | | 23.6 | % | | 22.8 | % | | 23.5 | % | | 22.9 | % | | | | | | | ||||||||
Income from operations | | | 29,107 | | | 30,239 | | | 64,809 | | | 52,010 | | | (3.7) | | | 24.6 | | ||||||||
Operating margin | | | 2.3 | % | | 2.5 | % | | 2.6 | % | | 2.2 | % | | | | | | | ||||||||
Investment income (loss) and interest expense | | | 4,830 | | | 5,294 | | | 5,292 | | | 9,705 | | | (8.8) | | | (45.5) | | ||||||||
Investment income (loss) and interest expense, percent of net sales | | | 0.4 | % | | 0.4 | % | | 0.2 | % | | 0.4 | % | | | | | | | ||||||||
Other income (expense) | | | (3,280) | | | (2,163) | | | (2,068) | | | (1,805) | | | (51.6) | | | (14.6) | | ||||||||
Other income (expense), percent of net sales | | | (0.3) | % | | (0.2) | % | | (0.1) | % | | (0.1) | % | | | | | | | ||||||||
Income before provision for income taxes | | | 30,657 | | | 33,370 | | | 68,033 | | | 59,910 | | | (8.1) | | | 13.6 | | ||||||||
Income before provision for income taxes, percent of net sales | | | 2.4 | % | | 2.7 | % | | 2.7 | % | | 2.5 | % | | | | | | | ||||||||
Provision for income taxes | | | 7,801 | | | 8,092 | | | 17,324 | | | 15,084 | | | (3.6) | | | 14.9 | | ||||||||
Effective income tax rate | | | 25.4 | % | | 24.2 | % | | 25.5 | % | | 25.2 | % | | | | | | | ||||||||
Net income | | $ | 22,856 | | $ | 25,277 | | $ | 50,709 | | $ | 44,826 | | | (9.6) | % | | 13.1 | % | ||||||||
Net income, percent of net sales | | | 1.8 | % | | 2.1 | % | | 2.0 | % | | 1.9 | % | | | | | | | ||||||||
Basic and diluted earnings per share | | $ | 0.92 | | $ | 0.96 | | $ | 2.05 | | $ | 1.69 | | | (4.2) | % | | 21.3 | % | ||||||||
Net Sales
Individual Year-Over-Year Analysis of Sales
| | Percentage Change | ||||
| | 2026 vs. 2025 | ||||
June 27, 2026 | | 13 Weeks Ended | 26 Weeks Ended | | ||
Net sales | | 4.6 | % | | 4.6 | % |
Net sales, excluding fuel | | 1.7 | | | 2.6 | |
Comparable store sales (individual year) | | 2.3 | | | 2.2 | |
Comparable store sales, excluding fuel (individual year) | | (0.4) | % | | 0.4 | % |
When calculating the percentage change in comparable store sales, the Company defines a new store to be comparable after it has been in operation for five full fiscal quarters. Relocated stores and stores with expanded square footage are included in comparable store sales since these units are located in existing markets and are open during construction.
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Planned store dispositions are excluded from the calculation. The Company only includes retail food stores in the calculation.
WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
According to the latest U.S. Bureau of Labor Statistics’ report, the Seasonally Adjusted Food-at-Home Consumer Price Index increased 0.9% and 0.1% for the thirteen week periods ended June 27, 2026 and June 28, 2025, respectively. The Seasonally Adjusted Food-at-Home Consumer Price Index increased 1.4% and 1.1% for the twenty-six week periods ended June 27, 2026 and June 28, 2025, respectively. According to the U.S. Department of Energy, the average price of gasoline in the Central Atlantic States increased 31.9% or $1.06 per gallon in the thirteen weeks ended June 27, 2026, compared to the same period in 2025. The average price of gasoline in the Central Atlantic States increased 14.9% or $0.50 per gallon in the first twenty-six weeks of 2026 when compared to the same period in 2025. Although the U.S. Bureau of Labor Statistics’ and the U.S. Department of Energy indices may be reflective of broader trends, they will not necessarily be indicative of the Company’s actual results.
Total net sales increased 4.6% to $1.3 billion for the thirteen weeks ended June 27, 2026, from $1.2 billion for the thirteen weeks ended June 28, 2025. In the twenty-six weeks ended June 27, 2026, total net sales increased 4.6% to $2.5 billion from $2.4 billion in 2025.The increase in total net sales includes retail price inflation in grocery, pharmacy, fresh product categories and fuel. Comparable store sales for the thirteen weeks ended June 27, 2026, compared to the same period in 2025 increased 2.3% including fuel and decreased 0.4% excluding fuel. Comparable store sales for the twenty-six weeks ended June 27, 2026, compared to the same period in 2025 increased 2.2% including fuel and 0.4% excluding fuel.
Although the Company experienced retail inflation and deflation in various commodities for the periods presented, the Company anticipates overall product costs to increase given the recent inflationary indicators in the food retail industry. Management cannot accurately measure the full impact of inflation or deflation on retail pricing due to changes in the types of merchandise sold between periods, shifts in customer buying patterns and the fluctuation of competitive factors. Management remains confident in its ability to generate long-term sales growth in a highly competitive environment, but also understands some competitors have greater financial resources and could use these resources to take measures which could adversely affect the Company’s competitive position.
Cost of Sales and Gross Profit
Cost of sales consists of direct product costs (net of vendor discounts and allowances), net advertising costs, distribution center and transportation costs, as well as manufacturing facility operations.
Gross profit on sales increased 7.1% and 8.9% for the thirteen and twenty-six weeks ended June 27, 2026, respectively, compared to the same period in 2025. Gross profit margin increased 0.5% and 1.0% for the thirteen and twenty-six weeks ended June 27, 2026, respectively, when compared to the same period in 2025.
Non-cash LIFO inventory valuation adjustments represent expense of $770 thousand in the first twenty-six weeks of 2026 compared to expense of $99 thousand in the same period in 2025. Although the Company experienced cost inflation and deflation in various commodities for the periods presented, the Company anticipates overall product costs to increase given the recent inflationary trends in the food retail industry.
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WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Operating, General and Administrative Expenses
The majority of the operating, general and administrative expenses are driven by sales volume.
Employee expenses such as wages, employer paid taxes, health care benefits and retirement plans, comprise approximately 58.4% of the total “Operating, general and administrative expenses.” As a percent of sales, direct store labor remained unchanged for the thirteen weeks and increased 0.1% for the twenty-six weeks ended June 27, 2026 when compared to the same period in 2025.
Depreciation and amortization expense included in “Operating, general and administrative expenses” totaled $28.9 million, or 2.3% of net sales, for the thirteen weeks ended June 27, 2026, compared to $27.7 million, or 2.3% of net sales, for the thirteen weeks ended June 28, 2025. For the twenty-six weeks ended June 27, 2026, depreciation and amortization expense was $57.4 million, or 2.3% of net sales, compared to $54.4 million, or 2.3% of net sales, for the twenty-six weeks ended June 28, 2025. See the Liquidity and Capital Resources section for further information regarding the Company’s capital expenditure program.
A breakdown of the material increases (decreases) as a percent of sales in "Operating, general and administrative expenses" is as follows:
| | 13 Weeks Ended | | |||
(amounts in thousands) | | Increase | | Increase (Decrease) | | |
June 27, 2026 | | (Decrease) | | as a % of sales | | |
Employee expenses | | $ | 11,262 | | 0.3 | % |
Interchange fee legal settlement | | | 2,759 | | 0.2 | |
Utility expense | | | 2,512 | | 0.2 | |
Outside services and repairs | | | 2,482 | | 0.0 | |
Fixed expenses (property taxes, depreciation, asset retirement) | | | 2,492 | | 0.0 | |
Other expenses | | | 1,360 | | 0.1 | |
| | | | | | |
| | 26 Weeks Ended | | |||
(amounts in thousands) | | Increase | | Increase (Decrease) | | |
June 27, 2026 | | (Decrease) | | as a % of sales | | |
Employee expenses | | $ | 21,481 | | 0.3 | % |
Outside services and repairs | | | 6,568 | | 0.1 | |
Utility expense | | | 5,777 | | 0.2 | |
Fixed expenses (property taxes, depreciation, asset retirement) | | | 3,924 | | (0.0) | |
Interchange fee legal settlement | | | 2,759 | | 0.1 | |
Other expenses | | | 436 | | 0.0 | |
Operating, general and administrative expenses, as a percent of sales, increased for both the thirteen and twenty-six weeks ended June 27, 2026, compared to the same periods in 2025. The increase was primarily attributable to higher employee costs, including wages and incentive compensation, increased outside services and repair expenses, driven by higher IT expenses and financial service fees, higher fixed expenses due to depreciation associated with new stores opened in 2025, and increased utility costs due to higher electricity rates. In 2025, the Company received and recognized an offset to operating expenses for $2.7 million in payments to settle and monetize legal claims related to being overcharged as a merchant for prior years of credit card interchange fees.
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WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Provision for Income Taxes
The effective income tax rate was 25.5% and 25.2% for the twenty-six weeks ended June 27, 2026 and June 28, 2025, respectively. The effective income tax rate differed from the federal statutory rate, primarily due to the effect of state taxes and limitation on the deductibility of executive compensation.
Liquidity and Capital Resources
The primary source of cash is cash flows generated from operations. In addition, the Company has access to a revolving credit agreement entered into on September 1, 2016, and last amended on September 29, 2023, with Wells Fargo Bank, N.A. (the “Credit Agreement”). The Credit Agreement matures on October 1, 2027, and provides for an unsecured revolving credit facility with an aggregate principal amount not to exceed $30.0 million with an additional discretionary amount available of $70.0 million. As of June 27, 2026, the availability under the Credit Agreement was $23.3 million, net of $6.7 million letters of credit. The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company.
The Company’s investment portfolio consists of high-grade corporate and municipal bonds with maturity dates between one and thirty years and commercial paper. The portfolio totaled $104.5 million as of June 27, 2026. Management anticipates maintaining the investment portfolio but has the ability to liquidate if needed.
The Company’s capital expenditure program includes the construction of new stores, the expansion and remodeling of existing units, the acquisition of sites for future expansion, new technology purchases and the continued upgrade of the Company’s distribution facilities and transportation fleet. The Company continues to reinvest and anticipates funding the long-term capital expenditure program, the acquisition of retail stores, the construction of additional distribution facilities, repurchases of common stock, and cash dividends on common stock through its cash and cash equivalents, marketable securities, cash flows from operating activities, and the revolving Credit Agreement.
The Board of Directors’ 2004 resolution authorizing the repurchase of up to one million shares of the Company’s common stock has a remaining balance of 752,468 shares, and no repurchases were made during the quarter ended June 27, 2026.
Quarterly Cash Dividends
At its regular meeting held in July, the Board of Directors declared a quarterly dividend of $0.34 per share, payable on August 10, 2026, to shareholders of record on July 27, 2026. The Company expects to continue paying regular cash dividends on a quarterly basis. However, the Board of Directors reconsiders the declaration of dividends quarterly. The Company pays these dividends at the discretion of the Board of Directors and the continuation of these payments and the amount of the dividends depends upon the results of operations, the financial condition of the Company and other factors which the Board of Directors deems relevant.
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WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Cash Flow Information
| | 26 Weeks Ended | | | | ||||
(amounts in thousands) | | | June 27, 2026 | | | June 28, 2025 | | | 2026 vs. 2025 |
Net cash provided by (used in): | | | | | | | | | |
Operating activities | | $ | 95,298 | | $ | 61,417 | | $ | 33,881 |
Investing activities | | | (92,034) | | | (31,538) | | | (60,496) |
Financing activities | | | (16,826) | | | (158,291) | | | 141,465 |
Operating
Cash flows from operating activities increased $33.9 million in the first twenty-six weeks of 2026 compared to the same period in 2025. This increase was primarily driven by higher net income and lower liabilities, including incentive accruals and income taxes, and by higher inventories.
Investing
The $60.5 million decrease in cash flow from investing activities in the first twenty-six weeks of 2026, compared to the same period in 2025, was primarily due to lower sales of marketable securities in 2026 following the $140.0 million share purchase in June 2025.
Financing
Cash flows from financing activities increased $141.5 million in the first twenty-six weeks of 2026 compared to the same period in 2025 primarily due to the $140.0 million share purchase in June 2025. The Company paid dividends of $16.8 million and $18.3 million in the first twenty-six weeks of 2026 and 2025, respectively.
Accounting Policies and Estimates
The Company has chosen accounting policies that it believes are appropriate to accurately and fairly report its operating results and financial position, and the Company applies those accounting policies in a consistent manner. The Significant Accounting Policies are summarized in Note 1 to the Consolidated Financial Statements included in the 2025 Annual Report on Form 10-K. There have been no changes to the Significant Accounting Policies since the Company filed its Annual Report on Form 10-K for the fiscal year ended December 27, 2025.
Forward-Looking Statements
In addition to historical information, this Form 10-Q report may contain forward-looking statements, which are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. For example, risks and uncertainties can arise with changes in: general economic conditions, including their impact on capital expenditures; tariffs and trade policies; business conditions and trends in the retail industry; the regulatory environment; rapidly changing technology, including cybersecurity and data privacy risks, and competitive factors, including increased competition with regional and national retailers; and price pressures; further expenditures related to restatement of our financial statements; and the results of any shareholder actions associated with the restatements referenced in Note 12 on the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 27, 2025. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect Management’s analysis only as of the date hereof. The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risk factors described in other documents the Company files periodically with the Securities and Exchange Commission.
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WEIS MARKETS, INC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative Disclosure - There have been no material changes in the Company’s market risk during the fiscal quarter ended June 27, 2026. Quantitative information is set forth in Item 7a on the Company’s Annual Report on Form 10-K under the caption “Quantitative and Qualitative Disclosures About Market Risk,” which was filed for the fiscal year ended December 27, 2025, and is incorporated herein by reference.
Qualitative Disclosure - This information is set forth in the Company’s Annual Report on Form 10-K under the caption “Liquidity and Capital Resources,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed for the fiscal year ended December 27, 2025, and is incorporated herein by reference.
ITEM 4. CONTROLS AND PROCEDURES
The Chief Executive Officer and the Chief Financial Officer, together with the Company’s Disclosure Committee, evaluated the Company’s disclosure controls and procedures as of the fiscal quarter ended June 27, 2026. The Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective for the periods covered March 29, 2026 through June 27, 2026 to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports was accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025 and Quarterly Report on Form 10-Q, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective for the periods covered through December 27, 2025 and March 28, 2026, respectively.
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act). Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 framework). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed in Item 9a Controls and Procedures of our Annual Report on Form 10-K for the fiscal year ended December 27, 2025, management concluded that there was a material weakness in internal controls due to the incorrect recording of certain overstated inventory amounts and that our internal controls over financial reporting were not designed to prevent or detect a material error as of December 27, 2025. The material weakness resulted in an overstatement of inventory in our previously issued financial statements. The impact of those errors has been corrected and presented in Note 12 of our Annual Report on Form 10-K for the fiscal year ended December 27, 2025. Subsequent to the year ended December 27, 2025, the Company engaged outside legal counsel to conduct a separate investigation and report findings to the Audit Committee. A detailed analysis was completed by management to determine the impact of the overstated inventory. As part of the remediation efforts, the Company enhanced its inventory management processes and strengthened controls related to the completeness, accuracy, and valuation of inventory, which remediated controls have operated for a sufficient period of time. These actions included improved documentation and record-retention practices, enhanced supervisory and accounting review procedures, revised inventory count and reconciliation protocols, expanded monitoring and exception-reporting processes, and strengthened segregation-of-duties controls. The Company also implemented additional management review controls to further enhance its overall internal control environment.
19
WEIS MARKETS, INC.
WEIS MARKETS, INC.
ITEM 4. CONTROLS AND PROCEDURES
(continued)
Based on management’s design and implementation and operating effectiveness testing of the redesigned and enhanced controls, discussed above, management concluded that the controls are operating effectively as of June 27, 2026. Accordingly, management has concluded that the previously identified material weakness has been remediated. The remediation efforts have been subject to ongoing oversight by senior management and the Audit Committee of the Board of Directors.
Except as noted in the preceding paragraphs, there was no change in the Company’s internal control over financial reporting during the fiscal quarter ended June 27, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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WEIS MARKETS, INC.
PART II – OTHER INFORMATION
ITEM 5. OTHER INFORMATION
During the thirteen weeks ended June 27, 2026,
ITEM 6. EXHIBITS
Exhibits
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| Exhibit 101 The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2026, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Shareholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. |
| Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Management contract or compensatory plan arrangement. |
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WEIS MARKETS, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | WEIS MARKETS, INC. |
| | | (Registrant) |
| | | |
Date: | 8/6/2026 | | /S/ Jonathan H. Weis |
| | | Jonathan H. Weis |
| | | Chairman, |
| | | President and Chief Executive Officer |
| | | (Principal Executive Officer) |
| | | |
Date: | 8/6/2026 | | /S/ Michael T. Lockard |
| | | Michael T. Lockard |
| | | Senior Vice President, Chief Financial Officer |
| | | and Treasurer |
| | | (Principal Financial Officer) |
22
Exhibit 31.1
WEIS MARKETS, INC.
CERTIFICATION- CHIEF EXECUTIVE OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jonathan H. Weis, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Weis Markets, 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 periods 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 controls 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 registrant's 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; and
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 functions):
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: | August 6, 2026 | | /S/ Jonathan H. Weis |
| | | Jonathan H. Weis |
| | | Chairman, |
| | | President and Chief Executive Officer |
Exhibit 31.2
WEIS MARKETS, INC.
CERTIFICATION- CHIEF FINANCIAL OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael T. Lockard, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Weis Markets, 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 periods 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 controls 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 registrant's 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; and
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 functions):
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: | August 6, 2026 | | /S/ Michael T. Lockard |
| | | Michael T. Lockard |
| | | Senior Vice President, Chief Financial Officer |
| | | and Treasurer |
Exhibit 32
WEIS MARKETS, INC.
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 Weis Markets, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended June 27, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Jonathan H. Weis, Chairman, President and Chief Executive Officer, and Michael T. Lockard, Senior Vice President, Chief Financial Officer and Treasurer, of the Company, certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) to my knowledge the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/S/ Jonathan H. Weis |
Jonathan H. Weis |
Chairman, President and Chief Executive Officer |
8/6/2026 |
|
|
/S/ Michael T. Lockard |
Michael T. Lockard |
Senior Vice President, Chief Financial Officer and Treasurer |
8/6/2026 |
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the report or as a separate disclosure document.
A signed original of this written statement required by Section 906 has been provided to Weis Markets, Inc. and will be retained by Weis Markets, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.