WMK 10-K & 10-Q changes, risk factors and insider trading
Weis Markets Inc. · NYSE · Retail-Grocery Stores · CIK 105418 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “The Company’s operations are exposed to risk from global economic events.”
New heading “Item 1a. Risk Factors: (continued)”
New heading “We have concluded that previously issued financial statements as detailed below should not be relied upon and have restated those previously issued financial statements, which has led to unanticipated costs for accounting and legal fees, and may result in certain other risks.”
New heading “We are remediating certain internal controls and procedures, which, if not successful, could result in additional misstatements in our financial statements negatively affecting our results of operations.”
Largest changes
“We have concluded that our previously issued financial statements as of December 28, 2024 and December 30, 2023, and our previously reported unaudited consolidated financial statements for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024, the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024, and the thirteen weeks ended March 29, 2025 and March 30, 2024 should no longer be relied upon. …”see in full comparison
“We have concluded that previously issued financial statements as detailed below should not be relied upon and have restated those previously issued financial statements, which has led to unanticipated costs for accounting and legal fees, and may result in certain other risks.”see in full comparison
“In 2025, the United States and foreign governments imposed tariffs on specific goods imported from certain trading partners. These current or proposed tariffs could result in an adverse and uncertain economic environment. The Company may face risks related to the uncertainty of future government actions, including government shutdowns, or regulations such as tariffs, duties, interpretations, administrative orders or applications that may have an adverse impact on the Company’s business and operations and the operations of the Company’s suppliers. …”see in full comparison
“We are in the process of implementing certain remediation actions. See Item 9a. “Controls and Procedures” of this Form 10-K for a description of these remediation measures. To the extent these steps are not successful, not sufficient to correct our material weakness in internal control over financial reporting or are not completed in a timely manner, future financial statements may contain material misstatements and we could be required to restate our financial results. …”see in full comparison
“We are remediating certain internal controls and procedures, which, if not successful, could result in additional misstatements in our financial statements negatively affecting our results of operations.”see in full comparison
“The Company’s operations are exposed to risk from global economic events.”see in full comparison
Full comparison: every changed paragraph (9)
The Company’s marketable securities consist of corporate and municipal bonds,bonds and commercial paper and equity securities.paper. These investments are subject to general credit, liquidity, market and interest rate risks. As a result, the Company may experience a reduction in value or loss of liquidity from investments, which may have a negative impact on the Company’s financial condition and results of operations.
The Company’s business is highly dependent on complex information technology systems that are vital to its continuing operations. If the Company was to experience difficulties maintaining existing systems or implementing new systems, significant losses could be incurred due to disruptions in its operations. Additionally, these systems contain valuable proprietary data as well as receipt and storage of personal information about its employees and customers, in particular electronic payment data and personal health information that, if breached, would have an adverse effect on the Company. Such an occurrence could adversely affect the Company’s reputation with its customers, employees, and vendors, as well as the Company’s financial condition, results of operations, and liquidity with potential litigation against the Company or the imposition of penalties. The techniques and sophistication used in breach information technology systems and the rapid evolution and increased adoption of artificial intelligence technologies may intensify the Company’s cyber securitycybersecurity risks.
The Company’s operations are exposed to risk from global economic events.
In 2025, the United States and foreign governments imposed tariffs on specific goods imported from certain trading partners. These current or proposed tariffs could result in an adverse and uncertain economic environment. The Company may face risks related to the uncertainty of future government actions, including government shutdowns, or regulations such as tariffs, duties, interpretations, administrative orders or applications that may have an adverse impact on the Company’s business and operations and the operations of the Company’s suppliers. Such risks may include lower sales volume, increased material costs, declining profitability, operational supply-chain disruptions and potential retaliatory actions.
Item 1a. Risk Factors: (continued)
We have concluded that previously issued financial statements as detailed below should not be relied upon and have restated those previously issued financial statements, which has led to unanticipated costs for accounting and legal fees, and may result in certain other risks.
We have concluded that our previously issued financial statements as of December 28, 2024 and December 30, 2023, and our previously reported unaudited consolidated financial statements for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024, the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024, and the thirteen weeks ended March 29, 2025 and March 30, 2024 should no longer be relied upon. The determination that the applicable financial statements should no longer be relied upon and that these financial statements would be restated was made following the identification of an overstatement of certain inventory amounts related to a single meat product manufacturing plant. Although the Company has restated these financial statements and remedial actions are currently being taken in our testing and evaluation of the design and operating effectiveness of these internal controls, as a result of these misstatements, we have become subject to a number of additional risks and uncertainties, including unanticipated costs for accounting and legal fees in connection with or related to the restatement, the potential for litigation and investigations, potential loss of investor confidence, and a negative impact on our stock price. Any litigation or investigation could result in substantial defense costs regardless of the outcome and the possibility of substantial damages or settlement costs.
We are remediating certain internal controls and procedures, which, if not successful, could result in additional misstatements in our financial statements negatively affecting our results of operations.
We are in the process of implementing certain remediation actions. See Item 9a. “Controls and Procedures” of this Form 10-K for a description of these remediation measures. To the extent these steps are not successful, not sufficient to correct our material weakness in internal control over financial reporting or are not completed in a timely manner, future financial statements may contain material misstatements and we could be required to restate our financial results. Any of these matters could adversely affect our business, reputation, revenues, results of operations, financial condition and stock price and limit our ability to access the capital markets through equity or debt issuances.
Management's Discussion & Analysis (MD&A)
New heading “Restatement of Previously Issued Financial Statements”
New heading “Cost of Sales and Gross Profit (continued)”
New heading “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)”
New heading “Critical Accounting Policies and Estimates (continued)”
Removed heading “Company Overview (continued)”
Removed heading “The 2024 and 2023 years were comprised of 52 weeks, whereas the 2022 year was comprised of 53 weeks.”
Removed heading “The 2024 and 2023 years were comprised of 52 weeks, whereas the 2022 year was comprised of 53 weeks.”
Removed heading “Net Sales (continued)”
Largest changes
“The accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations gives effect to the restatement of the Company’s previously reported consolidated financial statements for the years ended December 28, 2024 and December 30, 2023. …”see in full comparison
“Restatement of Previously Issued Financial Statements”see in full comparison
In addition to historical information, this Annual Report may contain forward-looking statements, which are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. 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 changingsee in full comparisontechnologytechnology, including cybersecurity and data privacy risks, and competitive factors, including increased competition with regional and national retailers; price pressures; further expenditures related to restatement of our financial statement; andpricethepressures.results of any shareholder actions associated with the restatements. 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.
“For additional information and a detailed discussion of the restatement, see Note 1 and Note 12 in the notes to our consolidated financial statements included in this Annual Report on Form 10-K. Restatement adjustments have also been made to the previously reported unaudited consolidated financial statements for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024, the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024, and the thirteen weeks ended March 29, 2025 and March 30, 2024. …”see in full comparison
“Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)”see in full comparison
“The 2024 and 2023 years were comprised of 52 weeks, whereas the 2022 year was comprised of 53 weeks.”see in full comparison
Full comparison: every changed paragraph (41)
Restatement of Previously Issued Financial Statements
The accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations gives effect to the restatement of the Company’s previously reported consolidated financial statements for the years ended December 28, 2024 and December 30, 2023. As described in our Current Report on Form 8-K filed on February 20, 2026, the Audit Committee concluded that such previously issued financial statements and related previously reported unaudited consolidated financial statements for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024, the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024, and the thirteen weeks ended March 29, 2025 and March 30, 2024 should no longer be relied upon. This restatement related to the Company’s overstatement of certain inventory amounts related to a single meat product manufacturing plant. The Audit Committee oversaw an investigation of this matter with the assistance of outside counsel and forensic accountants. Following the investigation, the Company determined that the overstatement resulted from the actions of a single former non-executive employee who intentionally altered inventory amounts. Company management also re-evaluated the effectiveness of the Company’s internal control over financial reporting and identified material weaknesses in the Company’s internal control over financial reporting as of December 27, 2025, described in Part II, Item 9a. “Control and Procedures” of this Form 10-K.
For additional information and a detailed discussion of the restatement, see Note 1 and Note 12 in the notes to our consolidated financial statements included in this Annual Report on Form 10-K. Restatement adjustments have also been made to the previously reported unaudited consolidated financial statements for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024, the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024, and the thirteen weeks ended March 29, 2025 and March 30, 2024. For additional information related to the interim period restatements, see Note 1 and Note 12 in the notes to our consolidated financial statements included in this Annual Report on Form 10-K.
Weis Markets is a conventional supermarket chain that currently operates 198202 retail stores with approximatelyover 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 Everyday Lower Price; Low Price Guarantee; Low, Low Price; 3Weekly DayHot SaleBuys; senior and military discounts; and Loyalty programs. The Loyalty 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 53%52% of product supplied to stores with the remaining being supplied by direct store delivery vendors and regional wholesalers. In addition, the Company has three manufacturing facilities which process milk, water, ice, ice cream and fresh meat products. The corporate offices are located in Sunbury, Pennsylvania where the Company was founded in 1912.
Company Overview (continued)
Year-over-year and sequential comparisons are the primary calculations used to analyze operating results, however, due to significant fluctuations caused by the COVID-19 pandemic, inflation and declining government benefits, Management believes it is necessary to provide a Two-Year Stacked Comparable Store Sales analysis. The following table provides the two-year stacked comparable store sales, excluding fuel and adjusted for an additional week in 2022 for the fiscal years ended December 28, 2024, and December 30, 2023, as well as fiscal years ended December 30, 2023, and December 31, 2022, respectively.
The 2024 and 2023 years were comprised of 52 weeks, whereas the 2022 year was comprised of 53 weeks.
Year-over-year and sequential comparisons are the primary calculations used to analyze operating results, however, due to significant fluctuations caused by retail inflation and deflation in various commodities and changes in government benefits such as SNAP/EBT, Management believes it is necessary to provide a Two-Year Stacked Comparable Store Sales analysis. The following table provides the two-year stacked comparable store sales, including and excluding fuel, for the fiscal years ended December 27, 2025, and December 28, 2024, as well as fiscal years ended December 28, 2024, and December 30, 2023, respectively.
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.
Planned store dispositions are excluded from the calculation. The Company only includes retail food stores in the calculation.
The 2024 and 2023 years were comprised of 52 weeks, whereas the 2022 year was comprised of 53 weeks.
Net Sales (continued)
According to the latest U.S. Bureau of Labor Statistics’ report, the annual Food-at-Home Price Index increased 2.4% in 2025, 1.8% in 2024, adjusted,and 5.0% in 2023 and 11.4% in 2022.2023. Even though the U.S. Bureau of Labor Statistics’ index rates may be reflective of a trend, it will not necessarily be indicative of the Company’s actual results. According to the U.S. Department of Energy, the 52-week average price of gasoline in the Central Atlantic States decreased 5.1%,7.1%, or $0.19$0.25 cents per gallon, in 20242025 compared to the 52-week average in 2023.2024. The 52-week average price of gasoline in the Central Atlantic States, according to the U.S. Department of Energy, decreased 10.1%,5.1%, or $0.42$0.19 cents per gallon, in 20232024 compared to the 53-week52-week average in 2022.2023.
Comparable store sales, excluding fuelfuel, and adjustedcomparable forstores thesales, 53rdincluding weekfuel, in 2022,both increased for all years presented. Comparable store sales, excluding fuel, increased 2.1% and comparable store sales, including fuel, increased in2.0% 2024for 2025 compared to 2023, which decreased when compared to 2022.2024. On a comparable store sales basisbasis, pharmacy services increased in sales driven by the increased number of filled prescriptions. Comparable store sales increased 1.9% excluding fuel and 1.7% including fuel for 2024 compared to 2023. The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 190195 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 in all 198202 of its locations via multiple grocery delivery partners.
Gross profit rate was 25.2% in 2024, 25.1% in 2023,2025 and 25.6%2024, and 25.0% in 2022.2023. The increase in gross profit rate is attributable to increasedinitiatives groceryto sales,improve whichmerchandise have a highercategory gross profit margin than pharmacy and fuel sales.performance.
Cost of Sales and Gross Profit (continued)
The Company experienced unfavorable non-cash LIFO inventory valuation adjustments, decreasing gross profit by $302 thousand, $608 thousand,thousand and $6.7 million and $29.2 million in 2024,2025, 20232024 and 2022,2023, respectively.
Employee-related costs such as wages, employer paid taxes, health care benefits and retirement plans, comprise approximately 55.7%58.8% of the total “Operating, general and administrative expenses.” As a percent of sales, direct store labor increased by 0.2%0.1% in 20242025 compared to 20232024 and increased 0.1%by in 2023 compared to 2022. Direct store labor expenses increased0.2% in 2024 compared to 2023 due to increased wage expenses for hourly employees. Direct store labor increased slightly in 2023 compared to 2022 due to flat net sales results for the same period. Management continues to monitor store labor efficiencies and develop labor standards to reduce costs while maintaining the Company’s customer service expectations. During 2023, the Company completed a multi-year initiative to install or upgrade self-checkouts in its stores in response to customer preference and labor supply, including adding convertible dual-use checkout lanes.
Operating, general, and administrative expenses as a percent of sales increased by 0.3% for the fiscal year ended December 27, 2025, compared with 2024. The increase was driven primarily by higher employee-related expenses, including increased base pay and one-time deferred compensation plan liability credit in 2024, partially offset by lower employee incentive compensation costs. Additional increases resulted from higher employee insurance benefits expense; higher outside services and repairs expense, including asset maintenance costs, technology contract costs, and share purchase transaction costs; higher fixed expenses due to increased depreciation and amortization costs associated with five new or relocated stores and twelve acquired competitor pharmacy prescription files; and higher utilities expense. These increases were partially offset by a net gain on the disposition of fixed assets related to real estate property sales, which reduced operating, general, and administrative expenses in 2025 compared with 2024.
The net increase in other expenses to 2024 from 2023 included a gain from the asset disposal on the sale of business assets and the change in the Company’s deferred compensation plan liability.
Employee insurance benefit expense increased in 2024 from 2023 due to more high dollar claims.
The majority of the decrease in other expenses to 2023 from 2022 were technology expenses due to more third-party information technology subscription and consulting services offset by less asset disposals and insurance proceeds.
Employee insurance benefits expense decreased to 2023 from 2022 due to a dependent audit which resulted in fewer claims.
Operating, general, and administrative expenses as a percent of sales increased by 0.3% for the fiscal year ended December 28, 2024, compared with 2023. The increase was driven primarily by higher employee-related expense; higher employee insurance benefits expense; higher third party expense, including technology, consulting, and financial services costs; and higher supplies expense. These increases were partially offset by a net gain on the disposition of fixed assets related to real estate property sales and a one-time deferred compensation plan liability credit in 2024 in comparison to 2023.
The effective income tax rate was 26.8%,24.4%, 29.2%26.9% and 22.1%29.3% in 2025, 2024, 2023, and 2022,2023, respectively. The effective income tax rate differs from the federal statutory rate of 21% primarily due to state taxestaxes, asfederal welland asstate tax credits, and nondeductible employee-related expenses. The Company reduced its provision for income taxes by $5.5 million in 2022 primarily due to the effects of Pennsylvania House Bill 1342 which was enacted on July 8, 2022. The bill made significant changes to the Commonwealth’s corporate income tax laws which included lowering the tax rate gradually from 9.99% in 2022 to 4.99% in 2031, offset by taxable income changes, inclusive of, updating market sourcing rules, and codifying the economic nexus standard. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. This legislation includes provisions that permanently extend the expiring elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation on qualifying property placed in service after January 19, 2025, and full expensing of domestic research and development expenditures. In accordance with Accounting Standards Codification ASC 740, “Income Taxes”, the Company recognized the enacted legislation effective September 27, 2025. The legislation has multiple effective dates with some provisions taking effect in 2025 and others phased in through 2027. As a result of the Company’s elections, the 2025 cash taxes decreased with no material impact to its effective tax rate.
The primary source of cash is cash flows generated from operations. In addition, the Company has access to a revolving credit agreement entered into on September 1, 2016, and amended on September 29, 2023, with Wells Fargo Bank, N.A. (the “Credit Agreement”). The Credit Agreement matures on October 1, 2027, and provides for an unsecured revolving credit facility with an aggregate principal amount not to exceed $30.0 million with an additional discretionary amount available of $70.0 million. As of December 28,27, 2024,2025, the availability under the revolving credit agreement was $14.5$19.9 million with $15.5$10.1 million of letters of credit outstanding. The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company. The Company has not had an obligation on the Credit Agreement since the second quarter of 2018.
TheOn October 1, 2025, the Company divested a portion of its marketable securities portfolio to increase cash and cash equivalents liquidity to satisfy working capital obligations, selling $7.2 million in equity securities and $24.4 million in corporate and municipal bonds. As of December 27, 2025, the Company’s investmentmarketable securities portfolio consiststotaled $97.1 million consisting of high-grade corporate and municipal bonds with maturity dates between one and 30 yearsyears, commercial paper, and four high yield, large capitalized public companyno equity securities. The portfolio totaled $192.0 million as of December 28, 2024. Management anticipates maintaining the investment portfolio but has the ability to liquidate if needed. See “Item 7a. Quantitative and Qualitative Disclosures about Market Risk” for more details regarding the Company’s market risk.
The Company’s capital expenditure program includes the construction of new superstores,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. In 2025, the Company acquired one store in Pennsylvania and opened three new stores in Maryland and one new store in Delaware. The Company completed the purchase of a store located in Newville, Pennsylvania in the first quarter of 2025. Management continues to reinvest in its long-term capital expenditure program including plans to complete multiple carryover projects from prior years that were delayed due to labor and supply chain disruptions. The Company anticipates to fund the long-term capital expenditure program, the acquisition of retail stores, the construction of additional distribution facilities, repurchases of common stock, and cash dividends on common stock through its cash and cash equivalents, marketable securities, cash flows from operating activities, and the revolving creditCredit agreement.Agreement. The Company has no other commitment of capital resources as of December 27, 2025, other than the lease commitments on its store facilities and transportation equipment under operating leases that expire at various dates through 2038.
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.shares, and no repurchases were made during the year ended December 27, 2025.
Total cash dividend payments on common stock, on a per share basis, amounted to $1.36 in 2024,2025, $1.36 in 20232024 and $1.30 in 2022. The Company increased its quarterly dividend from 32 cents per share to 34 cents per share in the fourth quarter of 2022.2023. The Company expects to continue paying regular cash dividends on a quarterly basis. However, the Board of Directors reconsiders the declaration of dividends quarterly. The Company pays these dividends at the discretion of the Board of Directors and the continuation of these payments and the amount of the dividends depends upon the financial condition of the Company, results of operations and other factors which the Board of Directors deems relevant.
Cash flows from operating activities decreasedincreased in 20242025 as compared to 20232024 and 2022.2023. The increase in 2025 from 2024 is due to a decrease in current income taxes as a result of the impacts of the OBBBA and the decrease in 2024 from 2023 is due to increased value of inventory on hand due to timing of New Year’s selling period and in 2023 from 2022 is due to lower net income.period.
Property and equipment purchases totaled $205.2 million in 2025, $168.5 million in 2024,2024 and $104.0 million in 2023 and $122.2 million in 2022.2023. As a percentage of sales, capital expenditures totaled 4.2% in 2025, 3.5% in 2024 and 2.2% in 2023. In 2025, the Company purchased one new location and opened four new stores. The Company also completed a business acquisition in 2024, 2.2%for inwhich 2023cash andconsideration 2.5%totaled in$16.2 2022.million. The Company decreased its marketable securities holdings in 2025 by $94.9 million to partially fund the share purchase transaction referenced in Note 13 and decreased its marketable securities holdings in 2024 by $34.0 million to fund the increase in capital expenditures and increased its marketable securities holdings in 2023 by approximately $39.5 million and in 2022 the Company maintained its marketable securities portfolio. In 2024, the Company purchased two previously leased store locations. The Company also completed a business acquisition in 2024, for which cash consideration totaled $16.2 million.
Net cash used in financing activities in 2025 was $175.1 million compared to $36.6 million in 2024. The Company purchased 2,153,846 shares of common stock from the trustees of The Patricia R. Weis Marital Trust and The Patricia G. Ross Weis Revocable Trust at $65.00 per share on June 6, 2025 for an aggregate purchase price of $140.0 million dollars, as further described in Note 13.
The Company paid dividends of $36.6$35.1 million in 2024,2025, $36.6 million in 20232024 and $35.0$36.6 million in 2022. The Company increased its quarterly dividend from 32 cents per share to 34 cents per share in the fourth quarter of 2022.2023.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)
Critical Accounting Policies and Estimates (continued)
The Company leases approximately 47% of its open store facilities under operating leases that expire at various dates through 2038, with the remaining store facilities being owned. These leases generally provide for fixed annual rentals; however, several provide for minimum annual rentals plus variable lease costs related to real estate taxes and insurance as well as contingent rentals based on a percentage of annual sales or increases periodically based on inflation. These variable lease costs are not included in the measurement of the operating lease right-to-use assets or lease liabilities and are charged to the related expense category included in “Operating, general and administrative expenses.” Most of the leases contain multiple renewal options, under which the Company may extend the lease terms from 2 to 20 years. Additionally, the Company has operating leases for certain transportation and other equipment. The Company leases or subleases space to tenants in owned, vacated and open store facilities. Rental income is recorded when earned as a component of “Operating, general and administrative expenses.”
The Company leases approximately 47% of its open store facilities under operating leases that expire at various dates through 2038, with the remaining store facilities being owned. These leases generally provide for fixed annual rentals; however, several provide for minimum annual rentals plus variable lease costs related to real estate taxes and insurance as well as contingent rentals based on a percentage of annual sales or increases periodically based on inflation. These variable lease costs are not included in the measurement of the operating lease right-to-use assets or lease liabilities and are charged to the related expense category included in “Operating, general and administrative expenses.” Most of the leases contain multiple renewal options, under which the Company may extend the lease terms from 5 to 20 years. Additionally, the Company has operating leases for certain transportation and other equipment. The Company leases or subleases space to tenants in owned, vacated and open store facilities. Rental income is recorded when earned as a component of “Operating, general and administrative expenses.”
The Company is self-insured for a majority of its workers’ compensation, general liability, vehicle accident and employee medical benefit claims. The self-insurance liability for most of the medical benefit claims is determined based on historical data and an estimate of claims incurred but not reported. The other self-insurance liabilities including workers’ compensation are determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported. The Company is self-insured for certain healthcare claims and stop-loss coverage is maintained for individual annual claim occurrences exceeding a $600 thousand deductible with a specific deductible.aggregating deductible of $700 thousand. The Company isadministers liablea forself-insured commercial general liability program with a retention of $1.0 million per claim. The Company also manages self-insured workers’ compensation claimsprograms rangingin fromPennsylvania and Maryland, each with a $2.0 million retention per claim. In all other jurisdictions, including Delaware, New Jersey, New York, Virginia, and West Virginia, workers’ compensation coverage is maintained with a $1.0 million to $2.0 milliondeductible per claim. Property and casualty insurance coverage is maintainedplaced with outsidemultiple carriers aton deductibleeither a per claim or per occurrence basis, with deductibles and retention levels varying by coverage, ranging from $250 thousand$0 to $1.0$2.0 million. Significant assumptions used in the development of the actuarial estimates include reliance on the Company’s historical claims data including average monthly claims and average lag time between incurrence and reporting of the claim.
In addition to historical information, this Annual Report may contain forward-looking statements, which are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. 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 technologytechnology, including cybersecurity and data privacy risks, and competitive factors, including increased competition with regional and national retailers; price pressures; further expenditures related to restatement of our financial statement; and pricethe pressures.results of any shareholder actions associated with the restatements. 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.
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
New heading “ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS”
Largest changes
“Overall, the operating, general and administrative expenses as a percent of sales presented for the thirteen weeks ended March 28, 2026, increased in comparison with the 2025 percent of sales. For the thirteen weeks ended March 28, 2026, the increases related to employee expenses (higher wages), outside services and repairs (higher IT expenses, third party services and professional fees related to 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), and utilities expense (higher electricity costs).”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
“At its regular meeting held in April, the Board of Directors declared a quarterly dividend of $0.34 per share, payable on May 26, 2026, to shareholders of record on May 11, 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. …”see in full comparison
According to the latest U.S. Bureau of Labor Statistics’ report, the Seasonally Adjusted Food-at-Home Consumer Price Index increasedsee in full comparison0.5%0.9% and1.0%0.1% for the thirteen week periods endedMarchJune28,27, 2026 andMarchJune29,28, 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 Statesdecreasedincreased2.0%31.9% or$0.07$1.06 per gallon in the thirteen weeks endedMarchJune28,27, 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.
Full comparison: every changed paragraph (24)
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 MarchJune 28,27, 2026, and MarchJune 29,28, 2025, as well as periods ended MarchJune 29,28, 2025, and MarchJune 30,29, 2024, respectively. Comparable store sales increased 2.12.3 percent on an individual year-over-year basis and increased 3.04.1 percent on a two-year stacked basis for the thirteen weeks ended MarchJune 28,27, 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.
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.
Planned store dispositions are excluded from the calculation. The Company only includes retail food stores in the calculation.
According to the latest U.S. Bureau of Labor Statistics’ report, the Seasonally Adjusted Food-at-Home Consumer Price Index increased 0.5%0.9% and 1.0%0.1% for the thirteen week periods ended MarchJune 28,27, 2026 and MarchJune 29,28, 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 decreasedincreased 2.0%31.9% or $0.07$1.06 per gallon in the thirteen weeks ended MarchJune 28,27, 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 MarchJune 28,27, 2026, from $1.2 billion for the thirteen weeks ended MarchJune 29,28, 2025. TheIn 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 andpharmacy, fresh product categories.categories and fuel. Comparable store sales for the thirteen weeks ended MarchJune 28,27, 2026, compared to the same period in 2025 increased 2.1%2.3% including fuel and 1.2%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.
Gross profit on sales increased 10.7%7.1% and 8.9% for the thirteen and twenty-six weeks ended MarchJune 28,27, 2026, respectively, compared to the same period in 2025. Gross profit margin increased 1.5%0.5% and 1.0% for the thirteen and twenty-six weeks ended MarchJune 28,27, 20262026, respectively, when compared to the same period in 2025.
Non-cash LIFO inventory valuation adjustments represent expense of $282$770 thousand in the first thirteentwenty-six weeks of 2026 compared to incomeexpense of $77$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.
Employee expenses such as wages, employer paid taxes, health care benefits and retirement plans, comprise approximately 58.3%58.4% of the total “Operating, general and administrative expenses.” As a percent of sales, direct store labor increasedremained 0.1%unchanged infor the thirteen weekweeks periodand increased 0.1% for the twenty-six weeks ended MarchJune 28,27, 2026 when compared to the same period in 2025.
Depreciation and amortization expense chargedincluded toin “Operating, general and administrative expenses” wastotaled $28.5$28.9 million, or 2.3% of net salessales, duringfor the thirteen weeks ended MarchJune 28,27, 20262026, compared to $26.7$27.7 million, or 2.2%2.3% of net salessales, duringfor the thirteen weeks ended MarchJune 29,28, 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.
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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
Overall, the operating, general and administrative expenses as a percent of sales presented for the thirteen weeks ended March 28, 2026, increased in comparison with the 2025 percent of sales. For the thirteen weeks ended March 28, 2026, the increases related to employee expenses (higher wages), outside services and repairs (higher IT expenses, third party services and professional fees related to 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), and utilities expense (higher electricity costs).
The effective income tax rate was 25.5% and 26.3%25.2% for the thirteentwenty-six weeks ended MarchJune 28,27, 2026 and MarchJune 29,28, 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.
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 MarchJune 28,27, 2026, the availability under the Credit Agreement was $23.1$23.3 million, net of $6.9$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 $101.1$104.5 million as of MarchJune 28,27, 2026. Management anticipates maintaining the investment portfolio but has the ability to liquidate if needed.
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.
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.
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 March 28, 2026.
At its regular meeting held in April, the Board of Directors declared a quarterly dividend of $0.34 per share, payable on May 26, 2026, to shareholders of record on May 11, 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.
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.
Cash flows from operating activities increased $25.4 million in the first thirteen weeks of 2026 compared to the first thirteen weeks of 2025. The increase in cash flow from operating activities is primarily due to increased net income and decreased liabilities, net of increased inventories due to the Easter holiday occurring earlier in April this year when compared to the same period in 2025.
The $60.5 million decrease in cash flow from investing activities is primarily due to decreased sales of marketable securities in the first thirteentwenty-six weeks of 2026, when 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.
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.
The Company paid dividends of $8.4 million and $9.1 million in the first thirteen weeks of 2026 and 2025, respectively.
WMK insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-01 | Weis Jonathan H |
Inheritance | 1,350,461 | — | — |
| 2026-06-01 | Patricia R. Weis Marital Trust |
Inheritance | 4,051,383 | — | — |
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