WEIS MARKETS INC

Previous 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.

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.** **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 Low, Low Prices; Price Locks; Weekly Hot Buys; senior and military discounts; and Loyalty Rewards program. The Loyalty Rewards 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

Utilizing its own strategically located distribution center and transportation fleet, Weis Markets self distributes approximately 52% of products 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, PA where the Company was founded in 1912.

Current wording

Utilizing its own strategically located distribution center and transportation fleet, Weis Markets self distributes approximately 51% of products 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, PA where the Company was founded in 1912.

Previous 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.

Current wording

The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 195 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, 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.

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 March 28, 2026, and March 29, 2025, as well as periods ended March 29, 2025, and March 30, 2024, respectively. Comparable store sales increased 2.1 percent on an individual year-over-year basis and increased 3.0 percent on a two-year stacked basis for the thirteen weeks ended March 28, 2026.

Previous 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.

Current wording

According to the latest U.S. Bureau of Labor Statistics’ report, the Seasonally Adjusted Food-at-Home Consumer Price Index increased 0.5% and 1.0% for the thirteen week periods ended March 28, 2026 and March 29, 2025, respectively. According to the U.S. Department of Energy, the average price of gasoline in the Central Atlantic States decreased 2.0% or $0.07 per gallon in the thirteen weeks ended March 28, 2026, 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.

Previous 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.

Current wording

Total net sales increased 4.6% to $1.3 billion for the thirteen weeks ended March 28, 2026, from $1.2 billion for the thirteen weeks ended March 29, 2025. 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 March 28, 2026, compared to the same period in 2025 increased 2.1% including fuel and 1.2% excluding fuel.

Previous wording

Cost of sales consists of direct product costs (net of discounts and allowances), net advertising costs, distribution center and transportation costs, as well as manufacturing facility operations.

Current wording

Cost of sales consists of direct product costs (net of vendor discounts and allowances), net advertising costs, distribution center and transportation costs, as well as manufacturing facility operations.

Previous 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.

Current wording

Gross profit on sales increased 10.7% for the thirteen weeks ended March 28, 2026, compared to the same period in 2025. Gross profit margin increased 1.5% for the thirteen weeks ended March 28, 2026 when compared to the same period in 2025.

Previous 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.

Current wording

Non-cash LIFO inventory valuation adjustments represent expense of $282 thousand in the first thirteen weeks of 2026 compared to income of $77 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.

Previous 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.

Current wording

Employee expenses such as wages, employer paid taxes, health care benefits and retirement plans, comprise approximately 58.3% of the total “Operating, general and administrative expenses.” As a percent of sales, direct store labor increased 0.1% in the thirteen week period ended March 28, 2026 when compared to the same period in 2025.

Previous 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.

Current wording

Depreciation and amortization expense charged to “Operating, general and administrative expenses” was $28.5 million, or 2.3% of net sales during the thirteen weeks ended March 28, 2026 compared to $26.7 million, or 2.2% of net sales during the thirteen weeks ended March 29, 2025. See the Liquidity and Capital Resources section for further information regarding the Company’s capital expenditure program.

Previous wording

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).

Current wording

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).

Previous 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.

Current wording

The effective income tax rate was 25.5% and 26.3% for the thirteen weeks ended March 28, 2026 and March 29, 2025, respectively. The effective income tax rate differed from the federal statutory rate, primarily due to the effect of state

Previous wording

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 September 27, 2025, the availability under the Credit Agreement was $17.4 million, net of $12.6 million letters of credit. The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company.

Current wording

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 March 28, 2026, the availability under the Credit Agreement was $23.1 million, net of $6.9 million letters of credit. The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company.

Previous wording

The Company anticipates funding the long-term capital expenditure program, the acquisition of retail stores, the construction of additional distribution facilities, repurchase of common stock, and cash dividends on common stock through its cash and cash equivalents, marketable securities, cash flows from operating activities, and the Credit Agreement. The Company has no other commitment of capital resources as of September 27, 2025, other than the lease commitments on its store facilities and transportation equipment under operating leases that expire at various dates through 2038.

Current wording

The Company’s capital expenditure program includes the construction of new 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. The Company continues to reinvest and anticipates funding 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 Credit Agreement.

Previous 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.

Current wording

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.

Previous wording

In addition to historical information, this Form 10-Q 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 technology, including cybersecurity and data privacy risks, and competitive factors, including increased competition with regional and national retailers; and price pressures. 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.

Current wording

In addition to historical information, this Form 10-Q 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 technology, including cybersecurity and data privacy risks, and competitive factors, including increased competition with regional and national retailers; and price pressures; further expenditures related to restatement of our financial statements; and the results of any shareholder actions associated with 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. 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.