Weis Markets WMK Form 10-Q filing Q1 FY2026

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WEIS MARKETS, INC.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ITEM I – FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

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See accompanying notes to Condensed Consolidated Financial Statements.

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WEIS MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

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See accompanying notes to Condensed Consolidated Financial Statements.

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WEIS MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

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See accompanying notes to Condensed Consolidated Financial Statements.

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WEIS MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(unaudited)

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See accompanying notes to Condensed Consolidated Financial Statements.

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WEIS MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

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See accompanying notes to Condensed Consolidated Financial Statements. In the first thirteen weeks of 2026, there was $461 thousand cash paid for income taxes compared to $2.0 million in 2025 for the same period. Cash paid for interest related to long-term debt was $13 thousand and $10 thousand in the first thirteen weeks of 2026 and 2025, respectively.

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WEIS MARKETS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(1) Significant Accounting Policies

Basis of Presentation: The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring deferrals and accruals) considered necessary for a fair presentation have been included. The operating results for the periods presented are not necessarily indicative of the results to be expected for the full year. The Company has evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited Condensed Consolidated Financial Statements and there were no material subsequent events which require additional disclosure. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Company’s latest Annual Report on Form 10-K.

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(2) Current Relevant Accounting Standards

The Company regularly monitors recently issued accounting standards and assesses their applicability and future impact. The Company believes there are three accounting standard updates (ASU) that will have an impact on the Company’s disclosures.

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In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The new guidance is effective for annual reporting periods after December 15, 2026, and interim periods with annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

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In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which modernizes the accounting for internal-use software costs by removing all references to prescriptive and sequential software development stages. The new standard requires entities to consider whether significant development uncertainty has been resolved before starting to capitalize software costs and aligns disclosure requirements with ASC 360, Property, Plant, and Equipment. The ASU is effective for annual and interim reporting periods beginning after December 15, 2027, and can be applied prospectively, retrospectively, or using a modified transition method, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements and disclosures.

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In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides guidance on the form and content of interim financial statements, adds a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The ASU is effective for interim reporting periods in fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements and disclosures.

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WEIS MARKETS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(3) Marketable Securities

The Company’s marketable securities are all classified as available-for-sale within “Current Assets” in the Company’s Condensed Consolidated Balance Sheets. The FASB has established three levels of inputs that may be used to measure fair value:

Level 1Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and

Level 3Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

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The Company’s bond and commercial paper portfolio is valued using Level 2 inputs. The Company’s bond and commercial paper portfolio is valued using a combination of pricing for similar securities, recently executed transactions, cash flow models with yield curves and other pricing models utilizing observable inputs, which are considered Level 2 inputs.

For Level 2 investment valuation, the Company utilizes standard pricing procedures of its investment advisory firm(s) which include various third-party pricing services. These procedures also require specific price monitoring practices as well as pricing review reports, valuation oversight and pricing challenge procedures to maintain the most accurate representation of investment fair market value.

The Company accrues interest on its bond and commercial paper portfolio throughout the life of each bond and commercial paper held. Unrealized gains and losses on debt securities are recognized in “Accumulated other comprehensive income (loss)” on the Company’s Condensed Consolidated Balance Sheets. Dividends from the equity securities are recognized as received. Interest, dividends and unrealized gains and losses on equity securities are recognized in “Investment income (loss) and interest expense” on the Company’s Condensed Consolidated Statements of Income. In the thirteen weeks ended March 28, 2026, the Company recognized investment income of $1.7 million. In the thirteen weeks ended March 29, 2025, the Company recognized investment income of $4.8 million, which included an unrealized gain in equity securities of $1.1 million. As of March 28, 2026, the Company held no equity securities and the marketable securities portfolio consisting of high grade corporate and municipal bonds and commercial paper totaled $101.1 million.

Marketable securities, as of March 28, 2026 and December 27, 2025, consisted of:

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WEIS MARKETS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Maturities of marketable securities classified as available-for-sale at March 28, 2026, were as follows:

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SERP Investments

The Company also maintains a non-qualified supplemental executive retirement plan (SERP) for certain of its employees which allows them to defer income to future periods. Participants in the plans earn a return on their deferrals based on mutual fund investments. The Company chooses to invest in the underlying mutual fund investments to offset the liability associated with the non-qualified deferred compensation plans. Such investments are reported on the Company’s Condensed Consolidated Balance Sheets as “SERP investment,” are classified as trading securities and are measured at fair value using Level 1 inputs with gains and losses included in “Investment income (loss) and interest expense” on the Company’s Condensed Consolidated Statements of Income. The Company recognized investment losses of $1.2 million and $357 thousand in the thirteen weeks ended March 28, 2026 and March 29, 2025, respectively. The changes in the underlying liability to the employees are recorded in “Other income (expense).”

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(4) Accumulated Other Comprehensive Income (Loss)

All balances in accumulated other comprehensive loss are related to available-for-sale marketable debt securities. The following table sets forth the balance of the Company’s accumulated other comprehensive loss, net of tax.

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(5) Long-Term Debt

On September 1, 2016, Weis Markets entered into a revolving credit agreement with Wells Fargo Bank, N.A. (the “Credit Agreement”), which was last amended on September 29, 2023, and matures on October 1, 2027. The Credit Agreement 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.

Interest expense related to long-term debt was $13 thousand and $10 thousand in the thirteen weeks ended March 28, 2026, and March 29, 2025, respectively.

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WEIS MARKETS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(6) Revenue Recognition

The following table represents net sales by product category and other revenue for the thirteen weeks ended March 28, 2026, and March 29, 2025:

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(7) Segment Reporting

The Company manages the business activities on a consolidated basis and has one operating segment: retail. The Company derives all its revenue from sales within Pennsylvania and six surrounding states. The Company’s retail segment derives revenues from customers through the retail sale of a range of products including grocery, pharmacy and fuel from company operated supermarkets. See Note 6 for the disaggregation of revenue by product category. The accounting policies of the Company’s single segment are the same as those described in the Company’s Significant Accounting Policies.

The Company’s chief operating decision maker is the Chief Operating Officer. The chief operating decision maker assesses performance for the segment and decides how to allocate resources based on operating income and net income that is also reported on the accompanying Consolidated Statements of Income. The measure of segment assets used to assess performance and allocate resources is reported on the Consolidated Balance Sheets as total assets. The chief operating decision maker uses operating income and net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the segment, such as for acquisitions. Operating income and net income are used to monitor budget versus actual results. The chief operating decision maker also uses operating income and net income in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment.

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WEIS MARKETS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents the retail segment’s revenue, significant segment expenses, and segment operating and net income for the thirteen weeks ended March 28, 2026 and March 29, 2025:

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(1) Other revenue represents commission income earned from a variety of services such as lottery, money orders, third party gift cards, and third party bill pay services.

(2) Segment depreciation and amortization expense, for stores and non-stores, was $31.5 million and $29.6 million for the thirteen weeks ended March 28, 2026 and March 29, 2025, respectively. Segment additions of long-lived assets was $39.3 million and $36.0 million (includes $2.8 million in assets from acquisition of business) for the thirteen weeks ended March 28, 2026 and March 29, 2025, respectively.

(3) All other expense consists of all other store controllable and fixed expenses, such as financial services fees, utilities, and outside services.

(4) Other income (expenses) consists of gains (losses) on SERP liability.

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(8) Leases

As of March 28, 2026, the Company leased approximately 46% 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 following is a schedule of the lease costs included in “Operating, general and administrative expenses” for the thirteen weeks ended March 28, 2026 and March 29, 2025.

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WEIS MARKETS, INC.

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

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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The following discussion and analysis of Weis Markets, Inc.’s (the “Company”) financial condition and results of operations should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q, the Company’s audited Consolidated Financial Statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 27, 2025, filed with the U.S. Securities and Exchange Commission, as well as the cautionary statement captioned "Forward-Looking Statements" immediately following this analysis.

Company Summary

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.

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.

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.

Two-Year Stacked Comparable Store Sales Analysis

Management is providing Comparable Store Sales Two-Year Stacked analysis, a non-GAAP measure, because management believes this metric is useful to investors and analysts. A Comparable Store Sales Two-Year Stacked analysis presents a comparison of results and trends over a longer period of time to demonstrate the effect of fluctuating economic activity on the operating results of the Company. Information presented in the tables below is not intended for use as an alternative to any other measure of performance. It is not recommended that this table be considered a substitute for the Company’s operating results as reported in accordance with GAAP.

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.

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WEIS MARKETS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)

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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.

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Results of Operations

Analysis of Consolidated Statements of Income

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WEIS MARKETS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)

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Net Sales

Individual Year-Over-Year Analysis of Sales

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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.

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.

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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.

Although the Company experienced retail inflation and deflation in various commodities for the periods presented, the Company anticipates overall product costs to increase given the recent inflationary indicators in the food retail industry. Management cannot accurately measure the full impact of inflation or deflation on retail pricing due to changes in the types of merchandise sold between periods, shifts in customer buying patterns and the fluctuation of competitive factors. Management remains confident in its ability to generate long-term sales growth in a highly competitive environment, but also understands some competitors have greater financial resources and could use these resources to take measures which could adversely affect the Company’s competitive position.

Cost of Sales and Gross Profit

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.

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.

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.

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WEIS MARKETS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)

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Operating, General and Administrative Expenses

The majority of the operating, general and administrative expenses are driven by sales volume.

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.

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.

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A breakdown of the material increases (decreases) as a percent of sales in "Operating, general and administrative expenses" is as follows:

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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).

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Provision for Income Taxes

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

taxes and limitation on executive compensation.

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Liquidity and Capital Resources

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.

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 million as of March 28, 2026. Management anticipates maintaining the investment portfolio but has the ability to liquidate if needed.

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WEIS MARKETS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)

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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.

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.

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Quarterly Cash Dividends

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 Flow Information

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Operating

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.

Investing

The decrease in cash flow from investing activities is primarily due to decreased sales of marketable securities in the first thirteen weeks of 2026, when compared to the same period in 2025.

Financing

The Company paid dividends of $8.4 million and $9.1 million in the first thirteen weeks of 2026 and 2025, respectively.

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WEIS MARKETS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)

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Accounting Policies and Estimates

The Company has chosen accounting policies that it believes are appropriate to accurately and fairly report its operating results and financial position, and the Company applies those accounting policies in a consistent manner. The Significant Accounting Policies are summarized in Note 1 to the Consolidated Financial Statements included in the 2025 Annual Report on Form 10-K. There have been no changes to the Significant Accounting Policies since the Company filed its Annual Report on Form 10-K for the fiscal year ended December 27, 2025.

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WEIS MARKETS, INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative Disclosure - There have been no material changes in the Company’s market risk during the fiscal quarter ended March 28, 2026. Quantitative information is set forth in Item 7a on the Company’s Annual Report on Form 10-K under the caption “Quantitative and Qualitative Disclosures About Market Risk,” which was filed for the fiscal year ended December 27, 2025, and is incorporated herein by reference.

Qualitative Disclosure - This information is set forth in the Company’s Annual Report on Form 10-K under the caption “Liquidity and Capital Resources,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed for the fiscal year ended December 27, 2025, and is incorporated herein by reference.

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ITEM 4. CONTROLS AND PROCEDURES

The Chief Executive Officer and the Chief Financial Officer, together with the Company’s Disclosure Committee, evaluated the Company’s disclosure controls and procedures as of the fiscal quarter ended March 28, 2026. The Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective for the periods covered through March 28, 2026 to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports was accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025, the Chief Executive Officer and Chief Financial Officer made the same conclusion that the Company’s disclosure controls and procedures were not effective for the periods covered through December 27, 2025.

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) in Internal 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. As previously disclosed in Item 9a Controls and Procedures of our Annual Report on Form 10-K for the fiscal year ended December 27, 2025, 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 of our Annual Report on Form 10-K for the fiscal year ended December 27, 2025. 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 is currently executing its remediation plan and has 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.

WEIS MARKETS, INC.

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WEIS MARKETS, INC.

ITEM 4. CONTROLS AND PROCEDURES

(continued)

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Except as noted in the preceding paragraphs, there was no change in the Company’s internal control over financial reporting during the fiscal quarter ended March 28, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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WEIS MARKETS, INC.

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PART II – OTHER INFORMATION

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ITEM 5. OTHER INFORMATION

During the thirteen weeks ended March 28, 2026, no director or officer of the Company, nor the Company itself, adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

Exhibits

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​ Exhibit 10.1 Executive Employment Agreement between the Company and Jonathan H Weis, Chairman, President and Chief Executive Officer, signed on February 5, 2026 effective January 1, 2026 and continuing thereafter through December 31, 2028, filed as Exhibit 10.1 to Form 8-K February 10, 2026 and incorporated herein by reference.*

​ Exhibit 10.2 Weis Markets, Inc. Chief Executive Officer Incentive Award Plan effective January 1, 2026 filed as Exhibit 10.2 to Form 8-K February 10, 2026 and incorporated herein by reference.*

​ Exhibit 31.1 Rule 13a-14(a) Certification - CEO

​ Exhibit 31.2 Rule 13a-14(a) Certification - CFO

​ Exhibit 32 Certification Pursuant to 18 U.S.C. Section 1350

​ Exhibit 101 The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2026, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Shareholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

​ Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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* Management contract or compensatory plan arrangement.

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WEIS MARKETS, INC.

​ ​ ​ ​

​ ​ ​ WEIS MARKETS, INC.

​ ​ ​ (Registrant)

​ ​ ​ ​

Date: 5/7/2026 ​ /S/ Jonathan H. Weis

​ ​ ​ Jonathan H. Weis

​ ​ ​ Chairman,

​ ​ ​ President and Chief Executive Officer

​ ​ ​ (Principal Executive Officer)

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Date: 5/7/2026 ​ /S/ Michael T. Lockard

​ ​ ​ Michael T. Lockard

​ ​ ​ Senior Vice President, Chief Financial Officer

​ ​ ​ and Treasurer

​ ​ ​ (Principal Financial Officer)

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