VLGEA 10-K & 10-Q changes, risk factors and insider trading

Online grocery ordering for in-store pick up or home delivery is available in all of our ShopRite stores through either 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 stores through fairwaymarket.com, the Fairway app or through third party service providers. Online ordering for home delivery is available in all Gourmet Garage stores through gourmetgarage.com, the Gourmet Garage app or through third party service providers.

The Company’s stores, eightnine of which are owned, average 56,00057,000 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, Fairway and Gourmet Garage 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 following tables reconcilesreconcile Net income to Adjusted net income and Operating and administrative expenses to Adjusted operating and administrative expenses:

(1) Fiscal 2025 pre-opening costs are associated with opening of the Watchung, NJ ShopRite replacement store that opened on April 9, 2025 and fiscal 2024 pre-opening costs are associated with the opening of the Old Bridge, NJ ShopRite replacement store that opened on March 17, 2024.

(24) Fiscal 2025 includes non-cash impairment charges on the long-lived assets of one Gourmet Garage store and assets held for sale. Fiscal 2024 includes non-cash impairment charges for long-lived assets due to the closure of the automated micro-fulfillment center in south NJ.

Sales were $2,320,690 in fiscal 2025 compared to $2,236,566 in fiscal 2024 compared to $2,166,654 in fiscal 2023.2024. Sales increased due primarily to an increase in same store sales of 2.3%2.1%, the opening of the Watchung, NJ replacement store on April 9, 2025 and the opening of the Old Bridge, NJ replacement store on March 17, 2024 partially offset by the impact of the closure of a Gourmet Garage location on November 1, 2023.2024. Same store sales increased due primarily to retail price inflation, digital sales growth, higher pharmacy sales and continued growth in recently remodeled stores.stores, higher pharmacy sales and inflation in the meat and dairy departments. These increases were partially offset by cannibalization of existing stores from the Watchung replacement store opening and recent competitive store openings.

Gross profit as a percentage of sales increaseddecreased to 28.57% in fiscal 2025 compared to 28.70% in fiscal 2024 compared to 28.45% in fiscal 2023 due primarily to increasedan unfavorable change in product mix (.15%), higher promotional spending (.08%) and decreased departmental gross margin percentages (.21%.06%), increasedpartially offset by higher patronage dividends and rebates received from Wakefern (.13%.07%), and decreased warehouse assessment charges from Wakefern (.10%) and lower LIFO charges (.09%) partially offset by higher promotional spending (.18%) and an unfavorable change in product mix (.11%). Department gross margins increased due primarily to pricing initiatives and improvements in commissary operations partially offset by higher inventory shrink.

Operating and administrative expense as a percentage of sales increaseddecreased to 23.92% in fiscal 2025 compared to 24.34% in fiscal 2024 compared to 23.86% in fiscal 2023.2024. Adjusted operating and administrative expense as a percentage of sales increaseddecreased to 23.95% in fiscal 2025 compared to 24.30% in fiscal 20242024. comparedThe to 23.91%decrease in fiscalAdjusted 2023operating and administrative expenses is due primarily to increasedlower laboremployee costs and fringe benefits (.21%.16%), increased external fees associated with digital sales growthleverage on occupancy and facility costs (.08%.13%), expandedlower storefacility securityinsurance costs (.06%) and softwarereduced licensingsupply associated with retail and commissary technology investmentsspending (.05%.06%). Higherpartially laboroffset and fringe benefit costs are due primarily to minimum wage and demand driven pay rate increases andby higher unionutility healthrates and welfare plan costs.(.07%).

Depreciation and amortization expense decreasedincreased in fiscal 20242025 compared to fiscal 20232024 due primarily to the timing of capital expenditures.

Impairment of assets in fiscal 2025 includes non-cash impairment charges on the long-lived assets of one Gourmet Garage store and assets held for sale. Impairment of assets in fiscal 2024 includes non-cash charges for long-lived assets at the automated micro-fulfillment center which was closed in September 2024.

Interest income increaseddecreased in fiscal 20242025 compared to fiscal 20232024 due primarily to higherlower interest rates andearned larger amounts invested inon variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.

The Company’s effective income tax rate was 31.1% in fiscal 2025 compared to 30.6% in fiscal 20242024. comparedThe to 31.6%increase in fiscal 2023. Thethe effective income tax rate decreasedis in fiscal 2024 compareddue to fiscalthe 2023prior dueyear primarily to increased estimated work opportunity tax credits andincluding a favorable deferred tax asset revaluation to reflect changes in state tax rates.

Net income was $56,380 in fiscal 2025 compared to $50,462 in fiscal 2024 compared to $49,716 in fiscal 2023.2024. Adjusted net income was $56,901 in fiscal 2025 compared to $52,554 in fiscal 2024 compared to $48,888 in fiscal 2023.2024. Adjusted net income increased 7%8% compared to the prior year due primarily to the 2.3%2.1% increase in same store sales,sales and improvements in grossoperating profit and increased interest income.margin.

Net cash provided by operating activities was $93,222 in fiscal 2025 compared to $80,849 in fiscal 2024 compared to $104,513 in fiscal 2023.2024. The change in cash flows from operating activities in fiscal 20242025 was primarily due to changes in working capital partially offset by an increase in net income.income and changes in working capital. Working capital changes, including Other assets and liabilities, decreased cash flows from operating activities by $7,922 in fiscal 2025 compared to a decrease of $11,340 in fiscal 2024 compared to an increase of $15,021 in fiscal 2023.2024. The change in impact of working capital is due primarily to the timing of tax payments.

Working capital was $23,840 at July 26, 2025 compared to $25,485 at July 27, 2024 compared to $67,714 at July 29, 2023.2024. Working capital ratios at the same dates were 1.151.13 and 1.381.15 to one, respectively. The decrease in working capital in fiscal 2024 compared to fiscal 2023 is due primarily to $33,338 in notes receivable from Wakefern that matured on February 15, 2024 and were reinvested 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.

We have budgeted $75,000 for capital expenditures in fiscal 2025.2026. Planned expenditures include costs for construction of a replacement storesstore in both East Orange, NJ andexpected Watchung,to NJ,open realin estatefiscal purchases,2026, construction of a replacement store expected to open in fiscal 2027, several smaller store remodels and merchandising initiatives and various technology, equipment and facility upgrades. The Company’s primary sources of liquidity in fiscal 20252026 are expected to be cash and cash equivalents on hand at July 27,26, 20242025 and operating cash flow generated in fiscal 2025.2026.

During fiscal 2022 the Company entered into a partnership agreement for a 30% interest in the development of a retail center in Old Bridge, New Jersey, which includes the Village Old Bridge replacement store with an operating lease obligation of $4,374$4,328 as of July 27,26, 2024. 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.2025. As of July 27,26, 2024,2025, Village has invested $17,355$17,694 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. No additional equity investment is expected for this partnership.

AtOn JulyFebruary 27,15, 2024, the Company held variable rate notes receivable due from Wakefern of $33,740$33,338 that earnearned interest at the prime rate plus .50%.75% andmatured. matureThe onCompany Augustinvested 15,all 2027, $34,829 that earn interest atof the primeproceeds received in variable rate plusnotes .50%receivable andfrom mature on September 28, 2027, and $34,293Wakefern that earn interest at the SOFR plus 2.25% and mature on February 15, 2029.

•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%1.25% and expires on MayApril 6,30, 2025.2030.

•We have budgeted $75,000 for capital expenditures in fiscal 2025.2026. Planned expenditures include costs for construction of a replacement storesstore in both East Orange, NJ andexpected Watchung,to NJ,open realin estatefiscal purchases,2026, construction of a replacement store expected to open in fiscal 2027, several smaller store remodels and merchandising initiatives and various technology, equipment and facility upgrades. The Company’s primary sources of liquidity in fiscal 2026 are expected to be cash and cash equivalents on hand at July 26, 2025 and operating cash flow generated in fiscal 2026.

•The Board’s current intention is to continue to pay quarterly dividends in 2025fiscal 2026 at the most recent rate of $.25 per Class A and $.1625 per Class B share.

•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. Results of operations may be materially adversely impacted by inflation, deflation, interest rate fluctuations, movements in energy costs, social programs, minimum wage legislation, changes in tariffs, labor shortages, changing demographics, natural disasters, terrorist attacks, the outbreak of pandemics or other illnesses, disruptions to supply chains and disturbances due to social unrest, geopolitical conflict and political instability.

On February 15, 2024, notes receivable due from Wakefern of $33,338 that earned interest at the prime rate plus .75% matured. The Company invested all of the proceeds received in variable rate notes receivable from Wakefern that earn interest at the SOFR plus 2.25% and mature on February 15, 2029.

The Company leases a supermarket from a realty firm 30% owned by certain Village officers and members of Village.the Board of Directors. The Company paid rent to related parties under this lease of $735 in both fiscal 20242025 and 2023,2024, respectively, and has a related lease obligation of $1,144$425 at July 27,26, 2024.2025. This lease expires in fiscal 2026 with options to extend at increasing annual rents.

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 chainschains, 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 and Fairway Insider customer loyalty programs enable Village to offer continuity programs, focus on target marketing initiatives and to offer discounts and attach digital coupons directly to a customer's loyalty card.

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

The Company has an ongoing program to evaluate, upgrade and expand its supermarket chain. This program has included store remodelsremodels, 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.

Sales. Sales were $1,223,552$572,587 in the 2613 weeks ended JanuaryApril 24,25, 2026, an increase of 5.7%1.6% compared to the 2613 weeks ended JanuaryApril 25,26, 2025. Sales increased due primarily to an increase in same store sales of 3.7% and the opening of the Watchung, NJ replacement store on April 9, 2025.2025, partially offset by a decline in same store sales of 0.2%. Same store sales increasedwere duenegatively primarilyimpacted toby significantlyWinter higherStorm salesFern, which resulted in store closures at the laststart of the third quarter, as well as a shift in demand into the final week of the second quarter of fiscal 2026 as customers prepared for Winter Storm Fern, as well as digital sales growth, continued growth in recently replaced or remodeled stores and higher fresh and pharmacy sales. These increases were partially offset by cannibalization of existing stores from the Watchung replacement store opening and recent competitive store openings.storm. Excluding the estimated impact of Winter Storm Fern,Fern on the first week of the quarter, same store sales increased 2.0%1.3% in the 2613 weeks ended JanuaryApril 24,25, 2026 compared to the 2613 weeks ended JanuaryApril 25,26, 2025.

Gross Profit. Gross profit as a percentage of sales decreased .29%.69% in the 13 weeks ended JanuaryApril 24,25, 2026 compared to the 13 weeks ended JanuaryApril 25,26, 2025 due primarily to lower patronage dividends and other rebates received from Wakefern (.42%.56%), increased warehouse assessment charges from Wakefern (.09%), an unfavorable change in product mix (.07%.08%) and increased promotional spending (.03%.05%), partially offset by increased departmental gross margin percentages (.21%) and decreased warehouse assessment charges from Wakefern (.02%.08%). Gross profit in both the 13 weeks ended January 24, 2026 and January 25, 2025 were favorably impacted by receipt of patronage dividends from Wakefern greater than estimated amounts accrued in both the second quarter of fiscal 2026 (.32%) and fiscal 2025 (.62%).

Gross profit as a percentage of sales decreased .50%.56% in the 2639 weeks ended JanuaryApril 24,25, 2026 compared to the 2639 weeks ended JanuaryApril 25,26, 2025 due primarily to lower patronage dividends and other rebates received from Wakefern (.36%.42%), an unfavorable change in product mix (.08%) and increased promotional spending (.05%). Gross profit in both the 26 weeks ended January 24, 2026 and January 25, 2025 were favorably impacted by receipt of patronage dividends from Wakefern greater than estimated amounts accrued in both the second quarter of fiscal 2026 (.17%) and fiscal 2025 (.32%).

Operating and Administrative Expense. Operating and administrative expense as a percentage of sales decreasedincreased .15%.33% in the 13 weeks ended JanuaryApril 24,25, 2026 compared to the 13 weeks ended JanuaryApril 25,26, 2025. The decreaseincrease in Operating and administrative expenses is due primarily to lowerhigher employeeutility, repair and weather-related maintenance costs (.40%.18%), lower advertising costs (.15%) and lower occupancy costs (.08%), partially offset by increased external service, technology, legal and other professional fees (.15%), increased weather-related maintenance costs (.13%), higher facility insurance costs (.11%.08%) and increasedhigher store pre-openingemployee costs (.06%), partially offset by lower advertising costs (.11%). EmployeeOperating and occupancyadministrative costsexpense as a percentage of sales decreasedincreased due primarily to lower operating leverage resulting from store closures at the start of the third quarter due to Winter Storm Fern, as well as a result of significantly higher salesshift in demand into the lastfinal week of the second quarter as acustomers resultprepared offor Winterthe Storm Fern.storm.

Operating and administrative expense as a percentage of sales decreased 0.26%.09% in the 2639 weeks ended JanuaryApril 24,25, 2026 compared to the 2639 weeks ended JanuaryApril 25,26, 2025. Adjusted operating and administrative expenses decreased .29%.11% in the 2639 weeks ended JanuaryApril 24,25, 2026 compared to the 2639 weeks ended JanuaryApril 25,26, 2025. The decrease in Adjusted operating and administrative expenses is due primarily to lower employee costs (.37%), lower short-term rental income (.10%.24%), lower advertising costs (.10%.11%) and lowershort-term occupancyrental costsincome (.09%), partially offset by increased external service, technology, legal and other professional fees (.13%.14%), increased utility, repair and weather-related maintenance costs (.13%), increased store pre-opening costs (.09%.14%) and higher facility insurance costs (.05%). Employee and occupancy costs as a percentage of sales decreased due primarily to operating leverage as a result of significantly higher sales in the last week of the second quarter as a result of Winter Storm Fern.

Depreciation and Amortization. Depreciation and amortization expense decreased in the 13 and 2639 weeks ended JanuaryApril 24,25, 2026 compared to the comparative prior year fiscal periods due primarily to timing of capital expenditures.

Interest Expense. Interest expense decreased in the 13 and 2639 weeks ended JanuaryApril 24,25, 2026 compared to the comparative prior year fiscal periods due primarily to lower average outstanding debt balances.

Interest Income. Interest income decreased in the 13 and 2639 weeks ended JanuaryApril 24,25, 2026 compared to the comparative prior year fiscal periods due primarily to lower interest rates on variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.

Income Taxes. The effective income tax rate was 30.7%16.2% in the 13 weeks ended JanuaryApril 24,25, 2026 compared to 31.1%30.6% in the 13 weeks ended JanuaryApril 25,26, 2025. The decrease in the effective income tax rate was 31.0%primarily due to the excess tax benefit from vested stock-based compensation in the 2613 weeks ended January 24, 2026 compared to 31.1% in the 26 weeks ended JanuaryApril 25, 2025.2026.

Net Income. Net income was $17,872$8,964 in the 13 weeks ended JanuaryApril 24,25, 2026 compared to $16,896$11,161 in the 13 weeks ended JanuaryApril 25,26, 2025. Net income was $29,873 in the 26 weeks ended January 24, 2026 compared to $29,697 in the 26 weeks ended January 25, 2025.

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’smanagement'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 and accounting for patronage dividends earned as a stockholder of Wakefern, are described in the Company's Annual Report on Form 10-K for the year ended July 26, 2025. As of JanuaryApril 24,25, 2026, there have been no changes to the critical accounting policies contained therein.

The following table details our cash flows for the 2639 weeks ended JanuaryApril 24,25, 2026 and JanuaryApril 25,26, 2025:

Net Cash Provided by Operating Activities. Net cash provided by operating activities was $78,780$78,535 in the 2639 weeks ended JanuaryApril 24,25, 2026 compared to $60,952$71,593 in the 2639 weeks ended JanuaryApril 25,26, 2025. The $17,828$6,942 net increase in cash provided by operating activities was due primarily to a net favorable change related to our operating assets and liabilities, including our working capital.

The net favorable change related to our operating assets and liabilities, including our working capital, was due primarily to the favorable changes in our merchandise inventories largely driven by higherthe salesimpact associatedof withthe Winteropening Stormof Fernthe Watchung, NJ replacement store on April 9, 2025 and incomeother tax receivablesassets and payablesliabilities largely driven by lower taxpension-related paymentspayments. dueThese tofavorable taxchanges benefits resulting from bonus depreciation,were partially offset by lower patronage dividends received in the 2639 weeks ended JanuaryApril 24,25, 2026 compared to the prior fiscal year period.

Net Cash Used In Investing Activities. Net cash used in investing activities was $21,798$39,790 in the 2639 weeks ended JanuaryApril 24,25, 2026 compared to $32,185$55,334 in the 2639 weeks ended JanuaryApril 25,26, 2025. The $10,387$15,544 net decrease in cash used in investing activities was due primarily to a $9,839$14,947 decrease in capital expenditures and proceeds of $4,494 in 2639 weeks ended JanuaryApril 24,25, 2026 in connection to the sale of real estate assets related to our closed automated micro-fulfillment center in south NJ. These increasesdecreases in cash used in investing activities were partially offset by an investment of $4,431 in notes receivable related to a New Markets Tax Credit financing transaction associated with our replacement store in East Orange, NJ.

During the 2639 weeks ended JanuaryApril 24,25, 2026, we invested $17,709$33,758 on capital expenditures related primarily to the construction of replacement stores in East Orange, NJ and Galloway, NJ, one major remodel, several smaller remodels and merchandising initiatives, and various technology, equipment and facility upgrades.upgrades, including installation of solar panels at four locations.

Net Cash Used In Financing Activities. Net cash used in financing activities was $6,469$20,768 in the 2639 weeks ended JanuaryApril 24,25, 2026 compared to $12,099$18,160 in the 2639 weeks ended JanuaryApril 25,26, 2025. The $5,630$2,608 net decreaseincrease in cash used in financing activities was due primarily to $8,163 of shares surrendered for withholding taxes during the third quarter of fiscal 2026 associated with the vesting of restricted stock awards, partially offset by $5,563 in proceeds from the issuance of long-term debt, net of debt issuance costs, associated with a New Markets Tax Credit financing transaction associated with our replacement store in East Orange, NJ.

During each of the 2639 weeks ended JanuaryApril 24,25, 2026 and JanuaryApril 25,26, 2025, we made dividend payments of $6,652.$9,995 and $9,979, respectively.

Working capital was $43,140$30,078 at JanuaryApril 24,25, 2026 compared to $23,840 at July 26, 2025. Working capital ratios at the same dates were 1.231.17 and 1.13 to one, respectively. The Company’sCompany's working capital needs are reduced, since inventories are generally sold by the time payments to Wakefern and other suppliers are due.

We havecontinue revisedto our budgetedexpect capital expenditures downward from prior estimates toof approximately $65,000 in fiscal 2026 due to delays in the timing of certain projects.2026. Planned expenditures include costs for construction of a replacement store in East Orange, NJ expectedwhich toopened openon inMay fiscal27, 2026, construction of a replacement store in Galloway, NJ expected to open in fiscal 2027, several smaller store remodels and merchandising initiatives and various technology, equipment and facility upgrades.upgrades, including installation of solar panels at four locations. The Company's primary sources of liquidity in fiscal 2026 are expected to be cash and cash equivalents on hand at JanuaryApril 24,25, 2026 and operating cash flowflows generated in fiscal 2026.

At JanuaryApril 24,25, 2026, the Company held variable rate notes receivable due from Wakefern of $38,078$38,759 that earn interest at the prime rate plus .50% and mature on August 15, 2027, $39,307$40,010 that earn interest at the prime rate plus .50% and mature on September 28, 2027, and $37,972$38,531 that earn interest at the SOFR plus 2.25% and mature on February 15, 2029. 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.

The Credit Facility also provides for up to $25,000 of letters of credit ($9,021 outstanding at JanuaryApril 24,25, 2026), 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 JanuaryApril 24,25, 2026. As of JanuaryApril 24,25, 2026, $65,979 remained available under the unsecured revolving line of credit.

Based on current trends, the Company believes cash and cash equivalents on hand at JanuaryApril 24,25, 2026, operating cash flowflows 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 JanuaryApril 24,25, 2026 to the contractual obligations and commitments discussed in the Company’sCompany's Annual Report on Form 10-K for the year ended July 26, 2025.

•We havecontinue revisedto our budgetedexpect capital expenditures downward from prior estimates toof approximately $65,000 in fiscal 2026 due to delays in the timing of certain projects.2026. Planned expenditures include costs for construction of a replacement store in East Orange, NJ expectedwhich toopened openon inMay fiscal27, 2026, construction of a replacement store in Galloway, NJ expected to open in fiscal 2027, several smaller store remodels and merchandising initiatives and various technology, equipment and facility upgrades. The Company's primary sources of liquidity in fiscal 2026 are expected to be cash and cash equivalents on hand at JanuaryApril 24,25, 2026 and operating cash flows generated in fiscal 2026.

•We expecthave revised our estimated effective income tax rate in fiscal 2026 to be in the range of 30.5%28.5% to 31.5%.29.5% primarily due to the excess tax benefit from vested stock-based compensation in the 13 weeks ended April 25, 2026.

•Village purchases substantially all of its merchandise from Wakefern. In addition, Wakefern provides the Company with support services in numerous areas including advertising, liability and property insurance, supplies, certain equipment purchasing, coupon processing, certain financial accounting applications, retail technology support,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.

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.comshoprite.com, fairwaymarket.com and gourmetgarage.com, as well as through theour ShopRiteShopRite, app.Fairway and Gourmet Garage apps. 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.

In connection with our participation in a New Markets Tax Credit program related to the construction of a replacement store in East Orange, New Jersey, on December 19, 2025, the Company and its Chief Executive Officer, John J. Sumas, entered into a joint venture agreement to form the Leverage Lender (as defined in Note 6 to the accompanying consolidated financial statements), an affiliate of the Company. The Company and Mr. Sumas have a 95% and 5% ownership interest in the Leverage Lender, respectively. In connection with this joint venture, Mr. Sumas loaned the the Company $222. See Note 6 to the accompanying consolidated financial statements for additional discussion regarding this related party transaction.

There have been no other significant changes in the Company's relationships or nature of transactions with related parties during the 2639 weeks ended JanuaryApril 24,25, 2026.