WEIS MARKETS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM****10-K

(Mark One)

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended**December 27****,**2025

OR

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _to

Commission File Number 1-5039

WEIS MARKETS, INC**.**

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act. Yes [ ]No [X]

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act. [ ]

Indicate by check mark whether the registrant has filed a report on and attestation to its Management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.[X]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.[X]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). [X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No[X]

The aggregate market value of Common Stock held by non-affiliates of the Registrant is approximately $682,000,000 as of June 28, 2025 the last business day of the most recently completed second fiscal quarter.

Shares of common stock outstanding as of March 12, 2026 -24,744,597.

DOCUMENTS INCORPORATED BY REFERENCE: Selected portions of the 2026 Weis Markets, Inc. definitive proxy statement are incorporated herein by reference.

EXPLANATORY NOTE

Restatement of Previously Issued Financial Statements

Weis Markets, Inc. (the “Company”) is filing this Annual Report on Form 10-K for the fiscal year ended December 27, 2025. The Company has restated the consolidated financial statements for the years ended December 28, 2024 and December 30, 2023, as well as the condensed consolidated interim 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.

As described in our Current Report on Form 8-K filed on February 20, 2026, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), concluded that such previously issued financial statements for the years ended December 28, 2024 and December 30, 2023 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.

As disclosed, the Company became aware of errors related to the overstatement of inventory and the understatement of cost of goods sold at a single meat product manufacturing plant. Following the Company’s investigation which is described in Part II, Item 7. “Restatement of Previously Issued Financial Statements” of this Form 10-K, the errors resulted from the misconduct of a single former non-executive employee and accumulated over multiple fiscal periods, impacting previously reported interim and annual periods through September 27, 2025.

The Company has determined the amount of the errors for the impacted periods, including the income tax provision effects, and has concluded the consolidated financial statements for the years ended December 28, 2024 and December 30, 2023, as well as the condensed consolidated interim 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 be restated. Additionally, we have restated our retained earnings as of December 31, 2022 in the amount of $5.5 million net of taxes.

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.

In connection with the restatement of the financial statements and related disclosures for the year ended December 27, 2025, management 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.