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WEIS MARKETS INC

For the period ended Sep 27, 2025. Filed Nov 6, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 27, 2025 · Filed Nov 6, 2025

WMK$77.72-1.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-28; filed 2025-08-07.

0000105418-25-000039

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-27; filed 2025-11-06.

0000105418-25-000045

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 49 previous paragraphs and 49 current paragraphs.

34 unchanged; 14 reworded; 1 added; 1 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)

Current report

Overall, the operating, general and administrative expenses as a percent of sales presented for the thirteen and thirty-nine weeks ended September 27, 2025, increased in comparison with the 2024 percent of sales. For the thirty-nine weeks ended September 27, 2025, the increases related to employee expenses (higher wages and health care insurance benefit costs), outside services and repairs (higher building and equipment maintenance costs), and fixed expenses (higher depreciation and amortization costs of three acquired stores, three newly constructed stores, and eleven acquired competitor pharmacy prescription files). Additional increases related to gain on disposition of fixed assets ($4.6 million gain on property sale in third quarter of 2024) and other expenses (higher electrical utilities costs and $1.2 million related party share purchase agreement transaction costs in second quarter of 2025).
Removed paragraphs (1)

Previous report

Overall, the operating, general and administrative expenses as a percent of sales presented for the thirteen and twenty-six weeks ended June 28, 2025 increased in comparison with the 2024 percent of sales. Outside services and repairs along with employee expenses, mainly wages and insurance benefits, have increased in dollars as well as a percent of sales for the thirteen and twenty-six weeks ended June 28, 2025. Fixed expenses increased due to increased spending towards the Company’s capital expenditure programs, which includes the construction of new superstores, the expansion and remodeling of existing units, the acquisition of sites for future expansion, new technology purchases and the continued upgrade of the Company’s distribution facilities and transportation fleet. Outside services increase is partially due to $1.1 million in legal and financial services for the related party share purchase transaction referenced in Note 11. Other expenses include $2.7 million in payments received to settle and monetize our legal claims related to being overcharged as a merchant for prior year credit card interchange fees.
Reworded paragraphs (14)

Previous wording

Weis Markets is a conventional supermarket chain that currently operates 199 retail stores with approximately 22 thousand employees located in Pennsylvania and six surrounding states: Delaware, Maryland, New Jersey, New York, Virginia and West Virginia. In June 2025, the Company opened a new store in Ijamsville, Maryland expanding its presence in Frederick County. 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; Weekly Hot Buys; 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.

Current wording

Weis Markets is a conventional supermarket chain that currently operates 201 retail stores with over 22 thousand employees located in Pennsylvania and six surrounding states: Delaware, Maryland, New Jersey, New York, Virginia and West Virginia.** **The Company opened a new store in Charlotte Hall, Maryland in August 2025 followed by another store opening in Leonardtown, Maryland in October 2025. 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; Weekly Hot Buys; 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.

Previous wording

The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 192 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 199 of its locations via multiple grocery delivery partners.

Current wording

The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 194 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 201 of its locations via multiple grocery delivery partners.

Previous wording

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, the impact of the Easter holiday in the second quarter of 2025, 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 28, 2025, and June 29, 2024, as well as periods ended June 29, 2024, and July 1, 2023, respectively. Comparable store sales increased 1.8 percent on an individual year-over-year basis and increased 2.3 percent on a two-year stacked basis for the thirteen weeks ended June 28, 2025. Comparable store sales increased 1.4 percent on an individual year-over-year basis and increased 3.2 percent on a two-year stacked basis for the twenty-six weeks ended June 28, 2025.

Current wording

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 September 27, 2025, and September 28, 2024, as well as periods ended September 28, 2024, and September 30, 2023, respectively. Comparable store sales increased 2.5 percent on an individual year-over-year basis and increased 5.0 percent on a two-year stacked basis for the thirteen weeks ended September 27, 2025. Comparable store sales increased 1.7 percent on an individual year-over-year basis and increased 3.7 percent on a two-year stacked basis for the thirty-nine weeks ended September 27, 2025.

Previous wording

According to the latest U.S. Bureau of Labor Statistics’ report, the Seasonally Adjusted Food-at-Home Consumer Price Index increased 0.1% for each thirteen week periods ended June 28, 2025 and June 29, 2024. The Seasonally Adjusted Food-at-Home Consumer Price Index increased 1.1% and 0.9% for the twenty-six week periods ended June 28, 2025 and June 29, 2024, respectively. According to the U.S. Department of Energy, the average price of gasoline in the Central Atlantic States decreased 11.7% or $0.44 per gallon in the thirteen weeks ended June 28, 2025, compared to the same period in 2024. The average price of gasoline in the Central Atlantic States decreased 7.9% or $0.28 per gallon in the first twenty-six weeks of 2025 when compared to the same period in 2024. 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.

Current wording

According to the latest U.S. Bureau of Labor Statistics’ report, the Seasonally Adjusted Food-at-Home Consumer Price Index increased 0.8% and 0.7% for the thirteen week periods ended September 27, 2025 and September 28, 2024, respectively. The Seasonally Adjusted Food-at-Home Consumer Price Index increased 1.9% and 1.6% for the thirty-nine week periods ended September 27, 2025 and September 28, 2024, respectively. According to the U.S. Department of Energy, the average price of gasoline in the Central Atlantic States decreased 8.7% or $0.31 per gallon in the thirteen weeks ended September 27, 2025, compared to the same period in 2024. The average price of gasoline in the Central Atlantic States decreased 8.2% or $0.29 per gallon in the first thirty-nine weeks of 2025 when compared to the same period in 2024. 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.

Previous wording

Total net sales increased 2.8% to $1.2 billion for the thirteen weeks ended June 28, 2025, from $1.2 billion for the thirteen weeks ended June 29, 2024. In the twenty-six weeks ended June 28, 2025, total net sales increased 2.2% to $2.4 billion from $2.4 billion in 2024. The Company’s second quarter sales were favorably impacted from the Easter holiday period which occurred in the second quarter this year but fell in the first quarter last year. The increase in total net sales includes retail price inflation in grocery, pharmacy and fresh product categories. Comparable store sales adjusted for the Easter holiday shift for the thirteen weeks ended June 28, 2025, compared to the same period in 2024 increased 0.6%. Comparable store sales for the same period increased 1.8% including fuel and 2.3% excluding fuel. Comparable store sales for the twenty-six weeks ended June 28, 2025, compared to the same period in 2024 increased 1.4% including fuel and 1.7% excluding fuel.

Current wording

Total net sales increased 4.4% to $1.2 billion for the thirteen weeks ended September 27, 2025, from $1.2 billion for the thirteen weeks ended September 28, 2024. In the thirty-nine weeks ended September 27, 2025, total net sales increased 2.9% to $3.6 billion from $3.5 billion in 2024. The increase in total net sales includes retail price inflation in grocery, pharmacy and fresh product categories. Comparable store sales for the thirteen weeks ended September 27, 2025, compared to the same period in 2024 increased 2.5% including fuel and excluding fuel. Comparable store sales for the thirty-nine weeks ended September 27, 2025, compared to the same period in 2024 increased 1.7% including fuel and 1.9% excluding fuel.

Previous wording

Gross profit on sales increased 3.1% and 2.3% for the thirteen and twenty-six weeks ended June 28, 2025, respectively, compared to the same period in 2024. Gross profit margin increased 0.1% for the thirteen weeks and remained the same for the twenty-six weeks ended June 28, 2025 when compared to the same period in 2024.

Current wording

Gross profit on sales increased 4.6% and 3.1% for the thirteen and thirty-nine weeks ended September 27, 2025, respectively, compared to the same period in 2024. Gross profit margin remained the same for the thirteen weeks and thirty-nine weeks ended September 27, 2025 when compared to the same period in 2024.

Previous wording

Non-cash LIFO inventory valuation adjustments represent expense of $99 thousand in the first twenty-six weeks of 2025 compared to expense of $2.2 million in the same period in 2024. 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.

Current wording

Non-cash LIFO inventory valuation adjustments represent expense of $329 thousand in the first thirty-nine weeks of 2025 compared to expense of $2.5 million in the same period in 2024. 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.

Previous wording

Employee expenses such as wages, employer paid taxes, health care benefits and retirement plans, comprise approximately 58.8% of the total “Operating, general and administrative expenses.” As a percent of sales, direct store labor increased 0.1% in the thirteen and twenty-six week periods ended June 28, 2025 when compared to the same periods in 2024.

Current wording

Employee expenses such as wages, employer paid taxes, health care benefits and retirement plans, comprise approximately 58.6% of the total “Operating, general and administrative expenses.” As a percent of sales, direct store labor increased 0.1% in the thirteen and thirty-nine week periods ended September 27, 2025 when compared to the same periods in 2024.

Previous wording

Depreciation and amortization expense charged to “Operating, general and administrative expenses” was $27.7 million, or 2.3% of net sales during the thirteen weeks ended June 28, 2025 compared to $25.2 million, or 2.1% of net sales during the thirteen weeks ended June 29, 2024. During the first twenty-six weeks of 2025 and 2024, depreciation and amortization expense charged to “Operating, general and administrative expenses” was $54.4 million, or 2.3% of net sales and $50.0 million, or 2.1% of net sales, respectively. See the Liquidity and Capital Resources section for further information regarding the Company’s capital expenditure program.

Current wording

Depreciation and amortization expense charged to “Operating, general and administrative expenses” was $28.7 million, or 2.3% of net sales during the thirteen weeks ended September 27, 2025 compared to $25.8 million, or 2.2% of net sales during the thirteen weeks ended September 28, 2024. During the first thirty-nine weeks of 2025 and 2024, depreciation and amortization expense charged to “Operating, general and administrative expenses” was $83.1 million, or 2.3% of net sales and $75.7 million, or 2.1% of net sales, respectively. See the Liquidity and Capital Resources section for further information regarding the Company’s capital expenditure program.

Previous wording

The effective income tax rate was 25.2% and 26.9% for the twenty-six weeks ended June 28, 2025 and June 29, 2024, respectively. The effective income tax rate differed from the federal statutory rate, primarily due to the effect of state taxes, net of permanent differences. 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. Accounting Standards Codification ASC 740, “Income Taxes” requires the Company to recognize any impacts of enacted legislation in the period enacted. As the OBBBA was enacted after the Company’s June 28, 2025 quarter end, the legislation will be evaluated to determine impact to the Company, and all changes required will be reflected on the Company’s Form 10-Q for the quarter ended September 27, 2025.

Current wording

The effective income tax rate was 25.0% and 27.2% for the thirty-nine weeks ended September 27, 2025 and September 28, 2024, respectively. The effective income tax rate differed from the federal statutory rate, primarily due to the effect of state taxes, net of permanent differences. 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 and all required changes are reflected on the Company’s Form 10-Q for the quarter ended 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 will decrease with no material impact to its effective tax rate.

Previous wording

The Company’s investment portfolio historically consists of high-grade bonds and commercial paper with maturity dates between one and 30 years and four high yield, large capitalized public company equity securities. In connection with the related party share purchase transaction in June 2025, the Company temporarily liquidated its commercial paper holdings. As of June 28, 2025, the investment portfolio totaled $126.9 million. Management anticipates maintaining the investment portfolio but has the ability to liquidate if needed.

Current wording

As of September 27, 2025, the Company's investment portfolio totaled $122.9 million consisting of high grade bonds with maturity dates between one and thirty years and four large capitalized public company equity securities. In June 2025, the Company liquidated its commercial paper holdings in connection with the related party share purchase transaction referenced in Note 11. Subsequent to September 27, 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.

Previous wording

Cash flows from operating activities decreased $13.1 million in the first twenty-six weeks of 2025 compared to the first twenty-six weeks of 2024. The decrease in cash flow from operating activities is primarily due to increased inventory purchases when compared to the same period in 2024.

Current wording

Cash flows from operating activities increased $20.3 million in the first thirty-nine weeks of 2025 compared to the first thirty-nine weeks of 2024. The increase in cash flow from operating activities is primarily due to lower cash income taxes and decreased accounts receivable offset by an increase in prepaid expenses when compared to the same period in 2024.

Previous wording

In the first twenty-six weeks of 2025, when compared to the same period in 2024, the purchase of property and equipment, net of proceeds from sales, increased $25.5 million**.** Additionally, as a percent of sales, capital expenditures were 3.8% in the first twenty-six weeks of 2025 compared to 2.8% in the first twenty-six weeks of 2024. The increase as a percent of sales in 2025 compared to 2024 is primarily due to two new stores, one which opened in Ijamsville, MD in June 2025 and another expected to open in the third quarter of 2025. Intangible assets increased in the first twenty-six weeks of 2025 compared to 2024 with the purchase of $1.3 million in prescription files from Rite-Aid related to its announced bankruptcy and subsequent store closures. The purchases of marketable securities, net of proceeds from sales and maturities, decreased $73.7 million in the first twenty-six weeks of 2025 when compared to the same period 2024. Proceeds from the sales of marketable securities were used to partially fund the share purchase transaction referenced in Note 11.

Current wording

In the first thirty-nine weeks of 2025, when compared to the same period in 2024, the purchase of property and equipment, net of proceeds from sales, increased $53.4 million.** **Additionally, as a percent of sales, capital expenditures were 4.2% in the first thirty-nine weeks of 2025 compared to 3.0% in the first thirty-nine weeks of 2024. The increase as a percent of sales in 2025 compared to 2024 is primarily due to three new stores, one of which opened in Charlotte Hall, Maryland in August 2025. Intangible assets increased in the thirty-nine weeks of 2025 compared to 2024 with the purchase of $1.4 million in prescription files from Rite-Aid related to its announced bankruptcy and subsequent store closures. The purchases of marketable securities, net of proceeds from sales and maturities, decreased $74.3 million in the first thirty-nine weeks of 2025 when compared to the same period 2024. Proceeds from the sales of marketable securities were used to partially fund the share purchase transaction referenced in Note 11.

Previous wording

Net cash used in financing activities in the first twenty-six weeks of 2025 was $158.3 million compared to $18.3 million in 2024. The Company purchased 2,153,846 shares of common stock from the family of the late Patricia G. Ross Weis at $65.00 per share on June 6, 2025 for an aggregate purchase price of $140 million dollars. The Company paid dividends of $18.3 million in each of the first twenty-six weeks of 2025 and 2024.

Current wording

Net cash used in financing activities in the first thirty-nine weeks of 2025 was $166.7 million compared to $27.4 million in 2024. The Company purchased 2,153,846 shares of common stock from the family of the late Patricia G. Ross Weis at $65.00 per share on June 6, 2025 for an aggregate purchase price of $140 million dollars. The Company paid dividends of $26.7 million and $27.4 million in each of the first thirty-nine weeks of 2025 and 2024, respectively.