WEIS MARKETS INC
For the period ended Dec 27, 2025. Filed Mar 12, 2026.
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FY2025 · Filed Mar 12, 2026
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Item 9a. Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
The Chief Executive Officer and Chief Financial Officer of the Company (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of the end of the period covered by this Report, that the Company’s disclosure controls and procedures were not effective. This conclusion results from the identification of a material weakness in internal control over financial reporting, which indicates that the Company’s controls did not operate effectively to ensure that information required to be disclosed under the Securities Exchange Act of 1934, as amended, was recorded, processed, summarized, and reported within the time periods specified by SEC rules and forms, or that such information was appropriately accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to support timely decisions regarding required disclosures.
Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act). Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control – Integrated Framework (2013 framework). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management concluded that there was a material weakness in internal controls due to the incorrect recording of certain overstated inventory amounts and that our internal controls over financial reporting were not designed to prevent or detect a material error as of December 27, 2025. The material weakness resulted in an overstatement of inventory in our previously issued financial statements. The impact of those errors has been corrected and presented in Note 12. Subsequent to the year ended December 27, 2025, the Company engaged outside legal counsel to conduct a separate investigation and report findings to the Audit Committee. A detailed analysis was completed by management to determine the impact of the overstated inventory. The Company also implemented management review controls over the completeness, accuracy and reasonableness of the inventory results and remedial actions are currently being taken in our testing and evaluation of the design and operating effectiveness of these internal controls. Planned actions include strengthened documentation and record retention controls, enhanced supervisory and accounting review procedures, revised inventory count and reconciliation protocols, improved monitoring and exception reporting mechanisms, and reinforced segregation of duties.
RSM US LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their attestation report on the Company’s internal control over financial reporting as of December 27, 2025. The report can be found in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
Except as noted in the preceding paragraphs, there were no changes in the Company’s internal control over financial reporting during the fiscal year ended December 27, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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