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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 28, 2025

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or

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| [ ] | 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

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WEIS MARKETS, INC.

(Exact name of registrant as specified in its charter)

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​ | ​ | ​
Pennsylvania |  | 24-0755415
(State or other jurisdiction of incorporation or organization) | ​ | (I.R.S. Employer Identification No.)
​ | ​ | ​
1000 S. Second Street | ​ | ​
P. O. Box 471 | ​ | 17801-0471
Sunbury, Pennsylvania | ​ | (Zip Code)
(Address of principal executive offices) | ​ | ​

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​ | ​
Registrant’s telephone number, including area code: (570) 286-4571 | Registrant’s web address: www.weismarkets.com

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Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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, 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.

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​ | ​ | ​
Large accelerated filer [X] | ​ | Accelerated filer [ ]
Non-accelerated filer [ ] | ​ | Smaller reporting company [ ]
​ | ​ | Emerging growth company [ ]

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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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Securities registered pursuant to section 12(b) of the act:

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​ | ​ | ​
Title of each class | Trading symbol | Name of exchange on which registered
Common stock, no par value | WMK | New York Stock Exchange

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As of August 7, 2025, there were 24,744,597 shares outstanding of the registrant’s common stock.

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WEIS MARKETS, INC.

TABLE OF CONTENTS

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FORM 10-Q |  | Page
Part I. Financial Information | ​ | ​
Item 1. Financial Statements | ​ | ​
Condensed Consolidated Balance Sheets | ​ | 1
Condensed Consolidated Statements of Income | ​ | 2
Condensed Consolidated Statements of Comprehensive Income | ​ | 3
Condensed Consolidated Statements of Shareholders’ Equity | ​ | 4
Condensed Consolidated Statements of Cash Flows | ​ | 5
Notes to Condensed Consolidated Financial Statements | ​ | 6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | ​ | 14
Item 3. Quantitative and Qualitative Disclosures about Market Risk | ​ | 22
Item 4. Controls and Procedures | ​ | 22
Part II. Other Information | ​ | ​
Item 1A. Risk Factors | ​ | 23
Item 5. Other Information | ​ | 23
Item 6. Exhibits | ​ | 23
Signatures | ​ | 24
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 | ​ | ​

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Table of Contents

WEIS MARKETS, INC.

PART I – FINANCIAL INFORMATION

ITEM I – FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

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​ | ​ | ​ | ​ | ​ | ​ | ​
(amounts in thousands, except shares) |  | June 28, 2025 |  | December 28, 2024
Assets | ​ | ​ | ​ | ​ | ​ | ​
Current: | ​ | ​ | ​ | ​ | ​ | ​
Cash and cash equivalents | ​ | $ | 61,911 | ​ | $ | 190,323
Marketable securities | ​ | ​ | 126,872 | ​ | ​ | 191,971
SERP investment | ​ | ​ | 30,759 | ​ | ​ | 31,123
Accounts receivable, net | ​ | ​ | 81,798 | ​ | ​ | 81,567
Inventories | ​ | ​ | 316,609 | ​ | ​ | 308,895
Income taxes recoverable | ​ | ​ | 83 | ​ | ​ | —
Prepaid expenses and other current assets | ​ | ​ | 41,000 | ​ | ​ | 40,980
Total current assets | ​ | ​ | 659,032 | ​ | ​ | 844,859
Property and equipment, net | ​ | ​ | 1,048,930 | ​ | ​ | 1,011,498
Operating lease right-to-use | ​ | ​ | 162,354 | ​ | ​ | 165,760
Goodwill | ​ | ​ | 65,691 | ​ | ​ | 61,255
Intangible and other assets, net | ​ | ​ | 24,885 | ​ | ​ | 24,066
Total assets | ​ | $ | 1,960,892 | ​ | $ | 2,107,438
​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities | ​ | ​ | ​ | ​ | ​ | ​
Current: | ​ | ​ | ​ | ​ | ​ | ​
Accounts payable | ​ | $ | 224,396 | ​ | $ | 234,278
Accrued expenses | ​ | ​ | 36,926 | ​ | ​ | 34,196
Operating leases | ​ | ​ | 39,134 | ​ | ​ | 39,336
Accrued self-insurance | ​ | ​ | 18,201 | ​ | ​ | 19,729
Deferred revenue, net | ​ | ​ | 9,661 | ​ | ​ | 13,040
Income taxes payable | ​ | ​ | — | ​ | ​ | 2,723
Total current liabilities | ​ | ​ | 328,318 | ​ | ​ | 343,304
Postretirement benefit obligations | ​ | ​ | 30,759 | ​ | ​ | 31,123
Accrued self-insurance | ​ | ​ | 25,646 | ​ | ​ | 25,662
Operating leases | ​ | ​ | 130,263 | ​ | ​ | 134,127
Deferred income taxes | ​ | ​ | 109,953 | ​ | ​ | 112,149
Other | ​ | ​ | 3,770 | ​ | ​ | 15,044
Total liabilities | ​ | ​ | 628,709 | ​ | ​ | 661,409
Shareholders’ Equity | ​ | ​ | ​ | ​ | ​ | ​
Common stock, no par value, 100,800,000 shares authorized, 33,047,807 shares issued, 24,744,597 shares outstanding | ​ | ​ | 9,949 | ​ | ​ | 9,949
Retained earnings | ​ | ​ | 1,618,510 | ​ | ​ | 1,589,797
Accumulated other comprehensive income (loss) (Net of deferred taxes of $1,431 in 2025 and $1,029 in 2024) | ​ | ​ | (4,020) | ​ | ​ | (2,859)
​ | ​ | ​ | 1,624,439 | ​ | ​ | 1,596,888
Treasury stock at cost, 8,303,210 shares | ​ | ​ | (292,257) | ​ | ​ | (150,857)
Total shareholders’ equity | ​ | ​ | 1,332,182 | ​ | ​ | 1,446,031
Total liabilities and shareholders’ equity | ​ | $ | 1,960,892 | ​ | $ | 2,107,438

​

See accompanying notes to Condensed Consolidated Financial Statements. As of December 28, 2024, the number of shares outstanding was 26,898,443 and the number of shares of treasury stock was 6,149,364 prior to the stock purchase transaction referenced in Note 11.

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1

Table of Contents

WEIS MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | 13 Weeks Ended | ​ | 26 Weeks Ended
(amounts in thousands, except shares and per share amounts) | ​ | ​ | June 28, 2025 | ​ | ​ | June 29, 2024 | ​ | ​ | June 28, 2025 | ​ | ​ | June 29, 2024 | ​
Net sales | ​ | $ | 1,214,479 | ​ | $ | 1,181,456 | ​ | $ | 2,411,284 | ​ | $ | 2,360,370 | ​
Other revenue | ​ | ​ | 4,317 | ​ | ​ | 4,263 | ​ | ​ | 8,288 | ​ | ​ | 8,300 | ​
Total revenue | ​ | ​ | 1,218,796 | ​ | ​ | 1,185,719 | ​ | ​ | 2,419,572 | ​ | ​ | 2,368,670 | ​
Cost of sales, including advertising, warehousing and distribution expenses | ​ | ​ | 910,431 | ​ | ​ | 886,695 | ​ | ​ | 1,811,706 | ​ | ​ | 1,774,636 | ​
Gross profit on sales | ​ | ​ | 308,365 | ​ | ​ | 299,024 | ​ | ​ | 607,866 | ​ | ​ | 594,034 | ​
Operating, general and administrative expenses | ​ | ​ | 276,428 | ​ | ​ | 266,535 | ​ | ​ | 552,894 | ​ | ​ | 534,182 | ​
Income from operations | ​ | ​ | 31,937 | ​ | ​ | 32,489 | ​ | ​ | 54,972 | ​ | ​ | 59,852 | ​
Investment income (loss) and interest expense | ​ | ​ | 5,294 | ​ | ​ | 4,062 | ​ | ​ | 9,705 | ​ | ​ | 9,613 | ​
Other income (expense) | ​ | ​ | (2,163) | ​ | ​ | (407) | ​ | ​ | (1,805) | ​ | ​ | (1,808) | ​
Income before provision for income taxes | ​ | ​ | 35,068 | ​ | ​ | 36,144 | ​ | ​ | 62,872 | ​ | ​ | 67,657 | ​
Provision for income taxes | ​ | ​ | 8,541 | ​ | ​ | 9,885 | ​ | ​ | 15,868 | ​ | ​ | 18,233 | ​
Net income | ​ | $ | 26,526 | ​ | $ | 26,259 | ​ | $ | 47,004 | ​ | $ | 49,424 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted-average shares outstanding, basic and diluted | ​ | ​ | 26,354,064 | ​ | ​ | 26,898,443 | ​ | ​ | 26,626,254 | ​ | ​ | 26,898,443 | ​
Cash dividends per share | ​ | $ | 0.34 | ​ | $ | 0.34 | ​ | $ | 0.68 | ​ | $ | 0.68 | ​
Basic and diluted earnings per share | ​ | $ | 1.01 | ​ | $ | 0.98 | ​ | $ | 1.77 | ​ | $ | 1.84 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

​

​

See accompanying notes to Condensed Consolidated Financial Statements. The weighted average shares reflects the change in the number of shares outstanding after the purchase of 2,153,846 shares on June 6, 2025 referenced in Note 11.

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2

Table of Contents

WEIS MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 13 Weeks Ended | ​ | 26 Weeks Ended
(amounts in thousands) | ​ | ​ | June 28, 2025 | ​ | ​ | June 29, 2024 | ​ | ​ | June 28, 2025 | ​ | ​ | June 29, 2024
Net income | ​ | $ | 26,526 | ​ | $ | 26,259 | ​ | $ | 47,004 | ​ | $ | 49,424
Other comprehensive income (loss) by component, net of tax: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Available-for-sale marketable securities | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Unrealized holding gains (losses) arising during period (Net of deferred taxes of $269 and $83 for the thirteen weeks and $401 and $81 for the twenty-six weeks in 2025 and 2024, respectively) | ​ | ​ | (756) | ​ | ​ | 229 | ​ | ​ | (1,161) | ​ | ​ | (225)
Other comprehensive income gain (loss), net of tax | ​ | ​ | (756) | ​ | ​ | 229 | ​ | ​ | (1,161) | ​ | ​ | (225)
Comprehensive income, net of tax | ​ | $ | 25,771 | ​ | $ | 26,489 | ​ | $ | 45,843 | ​ | $ | 49,199
​ | ​ | ​ | ​ | ​ | ​ | ​

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See accompanying notes to Condensed Consolidated Financial Statements.

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3

Table of Contents

WEIS MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(unaudited)

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Accumulated | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(amounts in thousands, except shares) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Other | ​ | ​ | ​ | ​ | ​ | ​ | Total
For the Thirteen Weeks Ended | ​ | Common Stock | ​ | Retained | ​ | Comprehensive | Treasury Stock | ​ | Shareholders’
June 28, 2025 and June 29, 2024 | ​ | Shares | ​ | Amount | ​ | Earnings | ​ | Income (Loss) | Shares | ​ | Amount | ​ | Equity
Balance at March 29, 2025 |  | 33,047,807 | ​ | $ | 9,949 | ​ | $ | 1,601,129 | ​ | $ | (3,264) | ​ | 6,149,364 | ​ | $ | (150,857) | ​ | $ | 1,456,957
Net income | ​ | — | ​ | ​ | — | ​ | ​ | 26,526 | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 26,526
Other comprehensive income (loss), net of tax | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (756) | ​ | — | ​ | ​ | — | ​ | ​ | (756)
Dividends paid | ​ | — | ​ | ​ | — | ​ | ​ | (9,146) | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | (9,146)
Share purchase | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | 2,153,846 | ​ | ​ | (141,400) | ​ | ​ | (141,400)
Balance at June 28, 2025 | ​ | 33,047,807 | ​ | $ | 9,949 | ​ | $ | 1,618,510 | ​ | $ | (4,020) | ​ | 8,303,210 | ​ | $ | (292,257) | ​ | $ | 1,332,182
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at March 30, 2024 | ​ | 33,047,807 | ​ | $ | 9,949 | ​ | $ | 1,530,458 | ​ | $ | (1,648) | ​ | 6,149,364 | ​ | $ | (150,857) | ​ | $ | 1,387,902
Net income | ​ | — | ​ | ​ | — | ​ | ​ | 26,259 | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 26,259
Other comprehensive income (loss), net of tax | ​ | — | ​ | ​ | — | ​ | ​ | - | ​ | ​ | 229 | ​ | — | ​ | ​ | — | ​ | ​ | 229
Dividends paid | ​ | — | ​ | ​ | — | ​ | ​ | (9,146) | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | (9,146)
Balance at June 29, 2024 | ​ | 33,047,807 | ​ | $ | 9,949 | ​ | $ | 1,547,571 | ​ | $ | (1,419) | ​ | 6,149,364 | ​ | $ | (150,857) | ​ | $ | 1,405,244
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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Accumulated | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(amounts in thousands, except shares) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Other | ​ | ​ | ​ | ​ | ​ | ​ | Total
For the Twenty-Six Weeks Ended | ​ | Common Stock | ​ | Retained | ​ | Comprehensive | ​ | Treasury Stock | ​ | Shareholders’
June 28, 2025 and June 29, 2024 | ​ | Shares | ​ | Amount | ​ | Earnings | ​ | Income (Loss) | ​ | Shares | ​ | Amount | ​ | Equity
Balance at December 28, 2024 |  | 33,047,807 | ​ | $ | 9,949 | ​ | $ | 1,589,797 | ​ | $ | (2,859) | ​ | 6,149,364 | ​ | $ | (150,857) | ​ | $ | 1,446,031
Net income | ​ | — | ​ | ​ | — | ​ | ​ | 47,004 | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 47,004
Other comprehensive income (loss), net of tax | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,161) | ​ | — | ​ | ​ | — | ​ | ​ | (1,161)
Dividends paid | ​ | — | ​ | ​ | — | ​ | ​ | (18,291) | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | (18,291)
Share purchase | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | 2,153,846 | ​ | ​ | (141,400) | ​ | ​ | (141,400)
Balance at June 28, 2025 | ​ | 33,047,807 | ​ | $ | 9,949 | ​ | $ | 1,618,510 | ​ | $ | (4,020) | ​ | 8,303,210 | ​ | $ | (292,257) | ​ | $ | 1,332,182
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at December 30, 2023 | ​ | 33,047,807 | ​ | $ | 9,949 | ​ | $ | 1,516,438 | ​ | $ | (1,193) | ​ | 6,149,364 | ​ | $ | (150,857) | ​ | $ | 1,374,337
Net income | ​ | — | ​ | ​ | — | ​ | ​ | 49,424 | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 49,424
Other comprehensive income (loss), net of tax | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (225) | ​ | — | ​ | ​ | — | ​ | ​ | (225)
Dividends paid | ​ | — | ​ | ​ | — | ​ | ​ | (18,291) | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | (18,291)
Balance at June 29, 2024 | ​ | 33,047,807 | ​ | $ | 9,949 | ​ | $ | 1,547,571 | ​ | $ | (1,419) | ​ | 6,149,364 | ​ | $ | (150,857) | ​ | $ | 1,405,244
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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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​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 26 Weeks Ended
(amounts in thousands) | ​ | ​ | June 28, 2025 | ​ | ​ | June 29, 2024
Cash flows from operating activities: | ​ | ​ | ​ | ​ | ​ | ​
Net income | ​ | $ | 47,004 | ​ | $ | 49,424
Adjustments to reconcile net income to | ​ | ​ | ​ | ​ | ​ | ​
net cash provided by operating activities: | ​ | ​ | ​ | ​ | ​ | ​
Depreciation and amortization | ​ | ​ | 60,218 | ​ | ​ | 55,353
(Gain) loss on disposition of fixed assets | ​ | ​ | (400) | ​ | ​ | 126
Unrealized (gain) loss in value of equity securities | ​ | ​ | (968) | ​ | ​ | (385)
Deferred income taxes | ​ | ​ | (1,795) | ​ | ​ | (963)
Unrealized (gain) loss in SERP | ​ | ​ | (867) | ​ | ​ | (1,670)
Changes in operating assets and liabilities: | ​ | ​ | ​ | ​ | ​ | ​
Inventories | ​ | ​ | (7,564) | ​ | ​ | (363)
Accounts receivable and prepaid expenses | ​ | ​ | (251) | ​ | ​ | (12,166)
Accounts payable and other liabilities | ​ | ​ | (31,063) | ​ | ​ | (17,138)
Income taxes | ​ | ​ | (2,806) | ​ | ​ | 2,311
Other | ​ | ​ | (91) | ​ | ​ | (32)
Net cash provided by operating activities | ​ | ​ | 61,417 | ​ | ​ | 74,498
Cash flows from investing activities: | ​ | ​ | ​ | ​ | ​ | ​
Purchase of property and equipment | ​ | ​ | (88,346) | ​ | ​ | (65,606)
Proceeds from the sale of property and equipment | ​ | ​ | 111 | ​ | ​ | 63
Purchase of marketable securities | ​ | ​ | (16,610) | ​ | ​ | (83,675)
Proceeds from the sale and maturities of marketable securities | ​ | ​ | 80,855 | ​ | ​ | 74,172
Acquisition of business | ​ | ​ | (7,447) | ​ | ​ | —
Purchase of intangible assets | ​ | ​ | (1,331) | ​ | ​ | (419)
Change in SERP investment | ​ | ​ | 1,230 | ​ | ​ | (1,456)
Net cash used in investing activities | ​ | ​ | (31,538) | ​ | ​ | (76,921)
Cash flows from financing activities: | ​ | ​ | ​ | ​ | ​ | ​
Share purchase | ​ | ​ | (140,000) | ​ | ​ | —
Dividends paid | ​ | ​ | (18,291) | ​ | ​ | (18,291)
Net cash used in financing activities | ​ | ​ | (158,291) | ​ | ​ | (18,291)
Net increase (decrease) in cash and cash equivalents | ​ | ​ | (128,412) | ​ | ​ | (20,714)
Cash and cash equivalents at beginning of year | ​ | ​ | 190,323 | ​ | ​ | 184,217
Cash and cash equivalents at end of period | ​ | $ | 61,911 | ​ | $ | 163,502

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See accompanying notes to Condensed Consolidated Financial Statements. In the first twenty-six weeks of 2025, there was $20.5 million cash paid for income taxes compared to $16.5 million in 2024 for the same period. Cash paid for interest related to long-term debt was $19 thousand and $28 thousand in the first twenty-six weeks of 2025 and 2024, 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 two accounting standard updates (ASU) that will have an impact on the Company’s disclosures.

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In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), that is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires disclosures of reconciliation of the expected tax at the applicable statutory federal income tax rate to the reported tax in a tabular format, using both percentages and amounts, broken out into specific categories with certain reconciling items of five percent or greater of the expected tax further broken out by nature and/or jurisdiction, disclosure of income taxes paid, net of refunds received, broken out between federal and state and local income taxes and payments to individual jurisdictions representing five percent or more of the total income tax payments must also be separately disclosed. The disclosures are effective for annual periods beginning after December 15, 2024, with early adoption permitted. The disclosures in ASU 2023-09 should be applied on a prospective basis. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

In November 2024, the 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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(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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WEIS MARKETS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The Company’s marketable securities valued using Level 1 inputs include highly liquid equity securities, for which quoted market prices are available. 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 which includes 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 June 28, 2025, the Company recognized investment income of $3.1 million, which included an unrealized loss in equity securities of $97 thousand. In the thirteen weeks ended June 29, 2024, the Company recognized investment income of $3.7 million, which included an unrealized gain in equity securities of $151 thousand. In the twenty-six weeks ended June 28, 2025, the Company recognized investment income of $7.9 million, which included an unrealized gain in equity securities of $968 thousand. In the twenty-six weeks ended June 29, 2024, the Company recognized investment income of $7.8 million, which included an unrealized gain in equity securities of $385 thousand.

Marketable securities, as of June 28, 2025 and December 28, 2024, consisted of:

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Gross | ​ | Gross | ​ | ​ | ​
(amounts in thousands) | ​ | Amortized | ​ | Unrealized | ​ | Unrealized | ​ | Fair
June 28, 2025 |  | Cost |  | Holding Gains |  | Holding Losses |  | Value
Available-for-sale: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Level 1 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Equity securities | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 6,898
Level 2 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Corporate and municipal bonds | ​ | $ | 125,425 | ​ | $ | 2,007 | ​ | $ | (7,458) | ​ | ​ | 119,974
Total | ​ | $ | 125,425 | ​ | $ | 2,007 | ​ | $ | (7,458) | ​ | $ | 126,872

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Gross | ​ | Gross | ​ | ​ | ​
(amounts in thousands) | ​ | Amortized | ​ | Unrealized | ​ | Unrealized | ​ | Fair
December 28, 2024 |  | Cost |  | Holding Gains |  | Holding Losses |  | Value
Available-for-sale: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Level 1 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Equity securities | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 5,930
Level 2 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Corporate and municipal bonds | ​ | $ | 171,258 | ​ | $ | 2,525 | ​ | $ | (6,583) | ​ | ​ | 167,201
Commercial paper | ​ | ​ | 18,671 | ​ | ​ | 169 | ​ | ​ | — | ​ | ​ | 18,840
Total | ​ | $ | 189,930 | ​ | $ | 2,695 | ​ | $ | (6,583) | ​ | $ | 191,971

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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 June 28, 2025, were as follows:

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​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Amortized | ​ | Fair
(amounts in thousands) |  | Cost |  | Value
Available-for-sale: | ​ | ​ | ​ | ​ | ​ | ​
Due within one year | ​ | $ | 11,642 | ​ | $ | 11,581
Due after one year through five years | ​ | ​ | 51,372 | ​ | ​ | 49,622
Due after five years through ten years | ​ | ​ | 11,153 | ​ | ​ | 10,488
Due after ten years | ​ | ​ | 51,258 | ​ | ​ | 48,283
Total | ​ | $ | 125,425 | ​ | $ | 119,974

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SERP Investments

The Company also maintains a non-qualified supplemental executive retirement plan 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 income of $2.2 million and investment income of $407 thousand in the thirteen weeks ended June 28, 2025 and June 29, 2024, respectively. The Company recognized investment income of $1.8 million in the first twenty-six weeks of 2025 and 2024. 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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​ | ​ | ​ | ​
​ | ​ | Unrealized Gains (Losses)
​ | ​ | on Available-for-Sale
(amounts in thousands) |  | Marketable Debt Securities
Accumulated other comprehensive income (loss) balance as of December 28, 2024 | ​ | $ | (2,859)
Other comprehensive income (loss) | ​ | ​ | (1,161)
Net current period other comprehensive income (loss) | ​ | ​ | (1,161)
Accumulated other comprehensive income (loss) balance as of June 28, 2025 | ​ | $ | (4,020)

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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 June 28, 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.

Interest expense related to long-term debt was $10 thousand and $13 thousand in the thirteen weeks ended June 28, 2025, and June 29, 2024, respectively. Interest expense related to long-term debt was $19 thousand and $28 thousand in the twenty-six weeks ended June 28, 2025 and June 29, 2024, 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 and twenty-six weeks ended June 28, 2025, and June 29, 2024:

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 13 Weeks Ended
(amounts in thousands) | ​ | June 28, 2025 | ​ | June 29, 2024
Grocery |  | $ | 992,345 | ​ | 81.7 | % | $ | 967,437 | ​ | 81.9 | %
Pharmacy | ​ | ​ | 158,567 | ​ | 13.1 | ​ | ​ | 148,592 | ​ | 12.6 | ​
Fuel | ​ | ​ | 62,273 | ​ | 5.1 | ​ | ​ | 64,320 | ​ | 5.4 | ​
Manufacturing | ​ | ​ | 1,294 | ​ | 0.1 | ​ | ​ | 1,107 | ​ | 0.1 | ​
Total net sales | ​ | $ | 1,214,479 | ​ | 100.0 | % | $ | 1,181,456 | ​ | 100.0 | %
Other revenue | ​ | ​ | 4,317 | ​ | ​ | ​ | ​ | 4,263 | ​ | ​ | ​
Total revenue | ​ | $ | 1,218,796 | ​ | ​ | ​ | $ | 1,185,719 | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 26 Weeks Ended
(amounts in thousands) | ​ | June 28, 2025 | ​ | June 29, 2024 | ​
Grocery | ​ | $ | 1,985,440 | ​ | 82.4 | % | $ | 1,948,449 | ​ | 82.6 | %
Pharmacy | ​ | ​ | 306,658 | ​ | 12.7 | ​ | ​ | 291,441 | ​ | 12.3 | ​
Fuel | ​ | ​ | 115,768 | ​ | 4.8 | ​ | ​ | 117,718 | ​ | 5.0 | ​
Manufacturing | ​ | ​ | 3,418 | ​ | 0.1 | ​ | ​ | 2,762 | ​ | 0.1 | ​
Total net sales | ​ | $ | 2,411,284 | ​ | 100.0 | % | $ | 2,360,370 | ​ | 100.0 | %
Other revenue | ​ | ​ | 8,288 | ​ | ​ | ​ | ​ | 8,300 | ​ | ​ | ​
Total revenue | ​ | $ | 2,419,572 | ​ | ​ | ​ | $ | 2,368,670 | ​ | ​ | ​

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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, pharmaceutical 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 and twenty-six weeks ended June 28, 2025 and June 29, 2024:

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 13 Weeks Ended | ​ | 26 Weeks Ended
(amounts in thousands) |  | June 28, 2025 |  | June 29, 2024 |  | June 28, 2025 |  | June 29, 2024
Net sales | ​ | $ | 1,214,479 | ​ | $ | 1,181,456 | ​ | $ | 2,411,284 | ​ | $ | 2,360,370
Other revenue (1) | ​ | ​ | 4,317 | ​ | ​ | 4,263 | ​ | ​ | 8,288 | ​ | ​ | 8,300
Total revenue | ​ | ​ | 1,218,796 | ​ | ​ | 1,185,719 | ​ | ​ | 2,419,572 | ​ | ​ | 2,368,670
Less: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cost of sales - stores | ​ | ​ | 890,344 | ​ | ​ | 865,741 | ​ | ​ | 1,770,945 | ​ | ​ | 1,734,044
Labor - stores | ​ | ​ | 110,789 | ​ | ​ | 106,934 | ​ | ​ | 219,595 | ​ | ​ | 212,127
Depreciation and amortization - stores (2) | ​ | ​ | 23,574 | ​ | ​ | 22,405 | ​ | ​ | 46,800 | ​ | ​ | 44,369
Occupancy - stores | ​ | ​ | 21,893 | ​ | ​ | 21,155 | ​ | ​ | 44,281 | ​ | ​ | 42,808
All other expense - stores (3) | ​ | ​ | 79,897 | ​ | ​ | 77,412 | ​ | ​ | 159,962 | ​ | ​ | 155,336
Administration, manufacturing, and property management expense | ​ | ​ | 30,969 | ​ | ​ | 33,520 | ​ | ​ | 63,726 | ​ | ​ | 66,300
Distribution and transportation | ​ | ​ | 29,393 | ​ | ​ | 26,063 | ​ | ​ | 59,291 | ​ | ​ | 53,834
Income from operations | ​ | ​ | 31,937 | ​ | ​ | 32,489 | ​ | ​ | 54,972 | ​ | ​ | 59,852
Other income (expense) (4) | ​ | ​ | (2,163) | ​ | ​ | (407) | ​ | ​ | (1,805) | ​ | ​ | (1,808)
Investment income (loss) and interest expense | ​ | ​ | 5,294 | ​ | ​ | 4,062 | ​ | ​ | 9,705 | ​ | ​ | 9,613
Provision for income taxes | ​ | ​ | 8,541 | ​ | ​ | 9,885 | ​ | ​ | 15,868 | ​ | ​ | 18,233
Net income | ​ | $ | 26,526 | ​ | $ | 26,259 | ​ | $ | 47,004 | ​ | $ | 49,424

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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 $30.6 million and $27.9 million for the thirteen weeks ended June 28, 2025 and June 29, 2024 and $60.2 million and $55.3 million for the twenty-six weeks ended June 28, 2025 and June 29, 2024, respectively. Segment additions of long-lived assets was $55.1 million and $30.0 million for the thirteen weeks ended June 28, 2025 and June 29, 2024, respectively. Segment additions of long-lived assets was $91.2 million and $65.6 million for the twenty-six weeks ended June 28, 2025 and June 29, 2024, 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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WEIS MARKETS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(8) Leases

As of June 28, 2025, the Company leased approximately 47% 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 and twenty-six weeks ended June 28, 2025 and June 29, 2024.

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 13 Weeks Ended | ​ | 26 Weeks Ended
(amounts in thousands) |  |  | June 28, 2025 | ​ | ​ | June 29, 2024 | ​ | ​ | June 28, 2025 | ​ | ​ | June 29, 2024
Operating lease cost | ​ | $ | 11,557 | ​ | $ | 11,542 | ​ | $ | 23,172 | ​ | $ | 23,194
Variable lease cost | ​ | ​ | 2,952 | ​ | ​ | 2,780 | ​ | ​ | 5,637 | ​ | ​ | 5,539
Lease or sublease income | ​ | ​ | (2,780) | ​ | ​ | (2,611) | ​ | ​ | (5,559) | ​ | ​ | (5,231)
Net lease cost | ​ | $ | 11,729 | ​ | $ | 11,710 | ​ | $ | 23,250 | ​ | $ | 23,502

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(9) Acquisition of Business

In the first quarter of 2025, the Company acquired and opened the former Saylor’s Market store located in Newville, Pennsylvania. The completion of this acquisition expands the Company’s footprint in the Cumberland County region. The results of operations of the former Saylor’s Market store is included in the accompanying Consolidated Financial Statements from the date of acquisition. The former Saylor’s Market store contributed $8.0 million to sales in 2025. The cash purchase price paid was $7.5 million for the property, equipment, inventories, and goodwill related to this purchase. The Company accounted for this transaction as a business combination in accordance with the acquisition method. The fair value of property and equipment were determined based on external appraisals. Goodwill of $4.4 million was recorded, based upon the expected benefits to be derived from new management business strategy and cost synergies. The $4.4 million of goodwill is deductible for tax purposes. The purchase price has been allocated to the acquired assets as follows:

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​ | Saylor's Markets Inc.
(dollars in thousands) | January 21, 2025
Inventories | $ | 150
Property and equipment | ​ | 2,861
Goodwill | ​ | 4,436
Total fair value of assets acquired | $ | 7,447

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WEIS MARKETS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

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(10) Prior Year Revisions

As of December 28, 2024, the Company corrected the presentation of commission income which had previously been included in “Operating, general and administrative expenses” to be reflected as “Other revenue”.

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The table below summarizes the effect of the correction of the previously reported Condensed Consolidated Financial Statements for the thirteen and twenty-six weeks ended June 29, 2024.

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 13 Weeks Ended | ​ | 26 Weeks Ended
​ | ​ | June 29, 2024 | ​ | ​ | June 29, 2024
Consolidated Statements of Income | ​ | As Previously | ​ | ​ | ​ | ​ | ​ | ​ | ​ | As Previously | ​ | ​ | ​ | ​ | ​ | ​
(dollars in thousands) | ​ | Reported | ​ | Revision | ​ | As Adjusted | ​ | Reported | ​ | Revision | ​ | As Adjusted
Other revenue | ​ | $ | - | ​ | $ | 4,263 | ​ | $ | 4,263 | ​ | $ | - | ​ | $ | 8,300 | ​ | $ | 8,300
Total revenue | ​ | ​ | 1,181,456 | ​ | ​ | 4,263 | ​ | ​ | 1,185,719 | ​ | ​ | 2,360,370 | ​ | ​ | 8,300 | ​ | ​ | 2,368,670
Gross profit | ​ | ​ | 294,761 | ​ | ​ | 4,263 | ​ | ​ | 299,024 | ​ | ​ | 585,734 | ​ | ​ | 8,300 | ​ | ​ | 594,034
Operating, general and administrative expenses | ​ | ​ | 262,272 | ​ | ​ | 4,263 | ​ | ​ | 266,535 | ​ | ​ | 525,882 | ​ | ​ | 8,300 | ​ | ​ | 534,182

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(11) Related Party Share Purchase Agreement Transaction

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On June 6, 2025, the Company purchased in a private transaction 2,153,846 shares of its common stock, no par value (the “Transaction”) for an aggregate purchase price of $140,000,000, or approximately $65.00 per share, pursuant to a Share Purchase Agreement (the “Purchase Agreement”) among the trustees of The Patricia R. Weis Marital Trust and The Patricia G. Ross Weis Revocable Trust (collectively, the “Sellers”) and the Company. The Sellers are affiliated with Jonathan H. Weis, the Chairman, President, and CEO of the Company, and other members of the Weis family (collectively, the “Weis Family”). The Sellers will use the proceeds from the sale principally to satisfy estate tax obligations of the estate of Patricia R. Weis. Following the sale, the Sellers continue to own 4,051,383 shares of Common Stock, and members of the Weis Family remain owners of approximately 61% of the outstanding Common Stock.

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The approximate $65.00 per share purchase price represented a 12.3% discount to the closing price of the Common Stock as of June 5, 2025, a 15.6% discount to the 30-day volume weighted average trading price of the Common Stock as of June 5, 2025, a 12.8% discount to the 180-day volume weighted average trading price of the Common Stock as of June 5, 2025, and a 8.4% discount to the 1-year volume weighted average trading price of the Common Stock as of June 5, 2025. The Company funded the purchase by a combination of cash on hand and cash from the sale of marketable securities. The Purchase Agreement contained customary representations, warranties, and covenants of the parties.

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The Purchase Agreement was approved by the Company’s Board of Directors (other than Jonathan H. Weis who recused himself from voting), after having been negotiated and recommended by a special committee of the Company’s Board of Directors (the “Special Committee”), consisting solely of disinterested, independent directors. Kroll, LLC (acting through its Duff & Phelps Opinion Practice) was independent financial advisor to the Special Committee and provided a customary fairness opinion. K&L Gates LLP acted as counsel to the Special Committee. Reed Smith LLP was counsel to the Company, and Paul, Weiss, Rifkind, Wharton & Garrison LLP represented the Sellers.

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The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on June 6, 2025.

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WEIS MARKETS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The 2,153,846 shares in the Transaction represented 8% of the 26,898,443 shares outstanding of the Company’s Common Stock as of June 6, 2025. At the end of the second quarter of 2025, there are 24,744,597 shares outstanding. For per share disclosures, a weighted-average shares outstanding calculation is used for the applicable reporting period.

In connection with the Transaction, the Company recognized approximately $1.1 million in legal and financial expenses shown within “Operating, general and administrative expenses” and recognized $1.4 million in excise tax liability or 1% of the $140,000,000 aggregate purchase price shown within “Accounts payable and other liabilities”.

As a private transaction, the Transaction does not affect the Company’s 2004 existing share repurchase plan, which remains in effect with an authorized balance of 752,468 shares.

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WEIS MARKETS, INC.

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 28, 2024, 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 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.

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.

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.

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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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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, 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.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Percentage Change
​ | ​ | 13 Weeks Ended
June 28, 2025 | ​ | ​ | 2025 vs. 2024 | ​ | ​ | 2024 vs. 2023 | ​
Comparable store sales (individual year) | ​ | ​ | 1.8 | % | ​ | 0.5 | %
Comparable store sales (two-year stacked) | ​ | ​ | 2.3 | ​ | ​ | ​ | ​
Comparable store sales, excluding fuel (individual year) | ​ | ​ | 2.3 | ​ | ​ | 0.3 | %
Comparable store sales, excluding fuel (two-year stacked) | ​ | ​ | 2.6 | ​ | ​ | ​ | ​
Comparable store sales, adjusted for Easter shift (individual year) | ​ | ​ | 0.6 | % | ​ | ​ | ​
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​ | ​ | Percentage Change
​ | ​ | 26 Weeks Ended
June 28, 2025 | ​ | ​ | 2025 vs. 2024 | ​ | ​ | 2024 vs. 2023 | ​
Comparable store sales (individual year) | ​ | ​ | 1.4 | % | ​ | 1.8 | %
Comparable store sales (two-year stacked) | ​ | ​ | 3.2 | ​ | ​ | ​ | ​
Comparable store sales, excluding fuel (individual year) | ​ | ​ | 1.7 | ​ | ​ | 1.8 | %
Comparable store sales, excluding fuel (two-year stacked) | ​ | ​ | 3.5 | ​ | ​ | ​ | ​

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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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WEIS MARKETS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)

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Results of Operations

Analysis of Consolidated Statements of Income

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Percentage Change | ​
​ | ​ | 13 Weeks Ended | ​ | 26 Weeks Ended | ​ | 13 Weeks Ended | ​ | 26 Weeks Ended | ​
(amounts in thousands, except per share amounts) | ​ | ​ | June 28, 2025 | ​ | ​ | June 29, 2024 | ​ | ​ | June 28, 2025 | ​ | ​ | June 29, 2024 | ​ | ​ | 2025 vs. 2024 | ​ | 2025 vs. 2024 | ​
Net sales | ​ | $ | 1,214,479 | ​ | $ | 1,181,456 | ​ | $ | 2,411,284 | ​ | $ | 2,360,370 | ​ | ​ | 2.8 | % | ​ | 2.2 | %
Other revenue | ​ | ​ | 4,317 | ​ | ​ | 4,263 | ​ | ​ | 8,288 | ​ | ​ | 8,300 | ​ | ​ | 1.3 | ​ | ​ | (0.1) | ​
Total revenue | ​ | ​ | 1,218,796 | ​ | ​ | 1,185,719 | ​ | ​ | 2,419,572 | ​ | ​ | 2,368,670 | ​ | ​ | 2.8 | ​ | ​ | 2.1 | ​
Cost of sales, including advertising, warehousing and distribution expenses | ​ | ​ | 910,431 | ​ | ​ | 886,695 | ​ | ​ | 1,811,706 | ​ | ​ | 1,774,636 | ​ | ​ | 2.7 | ​ | ​ | 2.1 | ​
Gross profit on sales | ​ | ​ | 308,365 | ​ | ​ | 299,024 | ​ | ​ | 607,866 | ​ | ​ | 594,034 | ​ | ​ | 3.1 | ​ | ​ | 2.3 | ​
Gross profit margin | ​ | ​ | 25.4 | % | ​ | 25.3 | % | ​ | 25.2 | % | ​ | 25.2 | % | ​ | ​ | ​ | ​ | ​ | ​
Operating, general and administrative expenses | ​ | ​ | 276,428 | ​ | ​ | 266,535 | ​ | ​ | 552,894 | ​ | ​ | 534,182 | ​ | ​ | 3.7 | ​ | ​ | 3.5 | ​
O, G & A, percent of net sales | ​ | ​ | 22.8 | % | ​ | 22.6 | % | ​ | 22.9 | % | ​ | 22.6 | % | ​ | ​ | ​ | ​ | ​ | ​
Income from operations | ​ | ​ | 31,937 | ​ | ​ | 32,489 | ​ | ​ | 54,972 | ​ | ​ | 59,852 | ​ | ​ | (1.7) | ​ | ​ | (8.2) | ​
Operating margin | ​ | ​ | 2.6 | % | ​ | 2.7 | % | ​ | 2.3 | % | ​ | 2.5 | % | ​ | ​ | ​ | ​ | ​ | ​
Investment income (loss) and interest expense | ​ | ​ | 5,294 | ​ | ​ | 4,062 | ​ | ​ | 9,705 | ​ | ​ | 9,613 | ​ | ​ | 30.3 | ​ | ​ | 1.0 | ​
Investment income (loss) and interest expense, percent of net sales | ​ | ​ | 0.4 | % | ​ | 0.3 | % | ​ | 0.4 | % | ​ | 0.4 | % | ​ | ​ | ​ | ​ | ​ | ​
Other income (expense) | ​ | ​ | (2,163) | ​ | ​ | (407) | ​ | ​ | (1,805) | ​ | ​ | (1,808) | ​ | ​ | (431.4) | ​ | ​ | 0.2 | ​
Other income (expense), percent of net sales | ​ | ​ | (0.2) | % | ​ | (0.0) | % | ​ | (0.1) | % | ​ | (0.1) | % | ​ | ​ | ​ | ​ | ​ | ​
Income before provision for income taxes | ​ | ​ | 35,068 | ​ | ​ | 36,144 | ​ | ​ | 62,872 | ​ | ​ | 67,657 | ​ | ​ | (3.0) | ​ | ​ | (7.1) | ​
Income before provision for income taxes, percent of net sales | ​ | ​ | 2.9 | % | ​ | 3.1 | % | ​ | 2.6 | % | ​ | 2.9 | % | ​ | ​ | ​ | ​ | ​ | ​
Provision for income taxes | ​ | ​ | 8,541 | ​ | ​ | 9,885 | ​ | ​ | 15,868 | ​ | ​ | 18,233 | ​ | ​ | (13.6) | ​ | ​ | (13.0) | ​
Effective income tax rate | ​ | ​ | 24.4 | % | ​ | 27.3 | % | ​ | 25.2 | % | ​ | 26.9 | % | ​ | ​ | ​ | ​ | ​ | ​
Net income | ​ | $ | 26,526 | ​ | $ | 26,259 | ​ | $ | 47,004 | ​ | $ | 49,424 | ​ | ​ | 1.0 | % | ​ | (4.9) | %
Net income, percent of net sales | ​ | ​ | 2.2 | % | ​ | 2.2 | % | ​ | 1.9 | % | ​ | 2.1 | % | ​ | ​ | ​ | ​ | ​ | ​
Basic and diluted earnings per share | ​ | $ | 1.01 | ​ | $ | 0.98 | ​ | $ | 1.77 | ​ | $ | 1.84 | ​ | ​ | 3.1 | % | ​ | (3.8) | %

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Net Sales

Individual Year-Over-Year Analysis of Sales

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​ | ​ | Percentage Change
​ | ​ | 2025 vs. 2024
June 28, 2025 | ​ | 13 Weeks Ended | 26 Weeks Ended | ​
Net sales |  | 2.8 | % | ​ | 2.2 | %
Net sales, excluding fuel | ​ | 3.2 | ​ | ​ | 2.3 | ​
Net sales, adjusted for Easter shift | ​ | 1.6 | ​ | ​ | ​ | ​
Comparable store sales (individual year) | ​ | 1.8 | ​ | ​ | 1.4 | ​
Comparable store sales, excluding fuel (individual year) | ​ | 2.3 | ​ | ​ | 1.7 | ​
Comparable store sales, adjusted for Easter shift (individual year) | ​ | 0.6 | ​ | ​ | ​ | ​

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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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WEIS MARKETS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)

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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.

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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.

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 discounts and allowances), net advertising costs, distribution center and transportation costs, as well as manufacturing facility operations.

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.

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.

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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 58.8% 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.

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.

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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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(amounts in thousands) | ​ | Increase | ​ | Increase (Decrease) | ​
June 28, 2025 | ​ | (Decrease) | ​ | as a % of sales | ​
Employee expenses | ​ | $ | 5,004 | ​ | 0.0 | %
Outside services and repairs | ​ | ​ | 3,001 | ​ | 0.1 | ​
Fixed expenses (property taxes, depreciation, asset retirement) | ​ | ​ | 2,401 | ​ | 0.1 | ​
Other expenses | ​ | ​ | (513) | ​ | (0.1) | ​
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(amounts in thousands) | ​ | Increase | ​ | Increase (Decrease) | ​
June 28, 2025 | ​ | (Decrease) | ​ | as a % of sales | ​
Employee expenses | ​ | $ | 10,412 | ​ | 0.1 | %
Outside services and repairs | ​ | ​ | 2,794 | ​ | 0.0 | ​
Fixed expenses (property taxes, depreciation, asset retirement) | ​ | ​ | 3,973 | ​ | 0.1 | ​
Other expenses | ​ | ​ | 1,533 | ​ | 0.0 | ​

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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.

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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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Provision for Income Taxes

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.

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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 June 28, 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.

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.

The Company’s capital expenditure program 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. Management continues to invest in its long-term capital expenditure program including plans to complete multiple carryover projects from previous years that were delayed due to labor and supply chain disruptions.

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 June 28, 2025, other than the lease commitments on its store facilities and transportation equipment under operating leases that expire at various dates through 2038.

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 June 28, 2025.

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WEIS MARKETS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)

Quarterly Cash Dividends

At its regular meeting held in July, the Board of Directors declared a quarterly dividend of $0.34 per share, payable on August 11, 2025, to shareholders of record on July 28, 2025. 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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 26 Weeks Ended | ​ | ​ | ​
(amounts in thousands) | ​ | ​ | June 28, 2025 | ​ | ​ | June 29, 2024 | ​ | ​ | 2025 vs. 2024
Net cash provided by (used in): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating activities | ​ | $ | 61,417 | ​ | $ | 74,498 | ​ | $ | (13,081)
Investing activities | ​ | ​ | (31,538) | ​ | ​ | (76,921) | ​ | ​ | 45,383
Financing activities | ​ | ​ | (158,291) | ​ | ​ | (18,291) | ​ | ​ | (140,000)

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Operating

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.

Investing

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.

Financing

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.

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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 2024 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 28, 2024.

Forward-Looking Statements

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.

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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 June 28, 2025. 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 28, 2024, 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 28, 2024, 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 June 28, 2025. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report 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.

In connection with the evaluation described above, there was no change in the Company’s internal control over financial reporting during the fiscal quarter ended June 28, 2025, 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.

PART II – OTHER INFORMATION

ITEM 1A. RISK FACTORS

Since December 28, 2024, there have been no material changes to the Company’s Risk Factors, except as noted below:

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The Company’s operations are exposed to risk from global economic events.

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In 2025, the United States imposed tariffs on specific goods imported from certain trading partners and suggested the potential for additional widespread tariffs in the near term. Subsequently, new tariffs were announced and paused. The Company may face risks related to the uncertainty of future government actions or regulation such as tariffs, duties, interpretations, administrative orders or applications that may have an adverse impact on the Company’s business and operations and the operations of the Company’s suppliers. Such risks may include lower sales volume, increased material costs, declining profitability, operational supply-chain disruptions and potential retaliatory actions.

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ITEM 5. OTHER INFORMATION

During the thirteen weeks ended June 28, 2025, 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 Share Purchase Agreement, dated June 6, 2025, by and among Weis Markets, Inc., The Patricia R. Weis Marital Trust, and The Patricia G. Ross Weis Revocable Trust (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 6, 2025).
​ | 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 June 28, 2025, 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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WEIS MARKETS, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

​ | ​ | ​ | ​
​ | ​ | ​ | WEIS MARKETS, INC.
​ | ​ | ​ | (Registrant)
​ | ​ | ​ | ​
Date: | 8/7/2025 | ​ | /S/ Jonathan H. Weis
​ | ​ | ​ | Jonathan H. Weis
​ | ​ | ​ | Chairman,
​ | ​ | ​ | President and Chief Executive Officer
​ | ​ | ​ | (Principal Executive Officer)
​ | ​ | ​ | ​
Date: | 8/7/2025 | ​ | /S/ Michael T. Lockard
​ | ​ | ​ | Michael T. Lockard
​ | ​ | ​ | Senior Vice President, Chief Financial Officer
​ | ​ | ​ | and Treasurer
​ | ​ | ​ | (Principal Financial Officer)

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