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美国

证券交易委员会

华盛顿特区 20549

10-K 表格

(勾选一项)

☒ 根据1934年证券交易法第13条或第15(d)条提交的年度报告

截至2026年7月25日财年

或

☐ 根据1934年证券交易法第13条或第15(d)条提交的过渡报告

委员会文件编号：0-33360

VILLAGE SUPER MARKET, INC.

(注册人按其章程指定的确切名称)

新泽西州

22-1576170

(注册或组织所在司法管辖区)

(I.R.S. 雇主识别号)

733 Mountain Avenue, Springfield, New Jersey 07081

(主要行政办公室地址) (邮编)

注册人电话号码，包括区号： (973) 467-2200

根据该法第12(b)条注册的证券：

类别名称

交易代码

注册交易所名称

无面值 A 类普通股

VLGEA

纳斯达克证券交易所

根据该法第12(g)条注册的证券：无

在证券法第405条定义的知名成熟发行人，通过勾选标记指示注册人身份。是 ☐ 否 ý

在证券交易法第13条或第15(d)条要求提交报告的期限内，注册人是否被要求提交报告。是 ☐ 否 ý

通过勾选标记指示注册人是否 (1) 在过去12个月（或注册人被要求提交此类报告的较短期间）内根据1934年证券交易法第13条或第15(d)条提交了所有要求的报告，以及 (2) 在过去90天内一直遵守此类报告提交要求。是 ý 否 ☐

通过勾选标记指示注册人是否已根据规则 405（本章节第232.405条）在电子方式下提交并在其公司网站上发布了过去12个月（或注册人被要求提交和发布此类文件的较短期间）内要求提交和发布的每份交互式数据文件。是 ý 否 ☐

通过勾选标记指示根据规则 405（本章节第299.405条）披露迟报者是否未包含在本文件中，并且根据注册人最佳知识，也不会包含在本文件第 III 部分或本文件 10-K 的任何修订中包含的最终委托书或信息声明中。 ý

通过勾选标记指示注册人是大型加速申报人、加速申报人、非加速申报人、较小的报告公司还是新兴增长公司。请参阅交易法第 12b-2 条中“大型加速申报人”、“加速申报人”、“较小的报告公司”和“新兴增长公司”的定义。


大型加速申报人 ☐		加速提交者 ☒
非加速提交者 ☐ (如果为较小的报告公司，请不要勾选)		较小的报告公司 ☐
	新兴成长公司 ☐

如果为新兴成长公司，请通过勾选标记表明注册人是否已选择不使用根据《证券交易法》第13(a)条规定的任何新修订的财务会计标准的延长过渡期。 ☐

通过勾选标记表明注册人是否已由为其出具或签发审计报告的注册公众会计师事务所，根据《萨班斯-奥克斯利法案》第404(b)条(15 U.S.C.7262(b))提交了其管理层对财务报告内部控制有效性的评估报告和鉴证报告。 ý

如果证券根据《法案》第12(b)条注册，请通过勾选标记表明注册人提交的文件中包含的财务报表是否反映了对先前已发布财务报表的更正。 ☐

通过勾选标记表明这些更正是否为需要根据《§240.10D-1(b)》对注册人在相关回收期内收到的任何高管的基于激励的薪酬进行回收分析的重述。 ☐

通过勾选标记表明注册人是否为壳公司（根据《证券交易法》第12b-2条的定义）。是 ☐ 否 ý

Village Super Market, Inc. 的 Class A 普通股中非关联方持有的总市值约为 3.051 亿美元，Class B 普通股中非关联方持有的总市值约为 0.3 亿美元，基于 2026 年 1 月 24 日 NASDAQ 的 Class A 股票收盘价，这是第二财季的最后一个营业日。没有其他类别的有投票权股票流通。

说明截至最新可行日期，注册人每类普通股的流通股数量。


	流通股数量为
类别	2026 年 10 月 1 日
无面值的 Class A 普通股	10,681,283 股
无面值的 Class B 普通股	4,125,045 股

参考文件

包含在 2026 年最终代理声明中的信息，该声明将提交给委员会，并在 2026 年 12 月 11 日举行的年度会议上提交给股东，将参考引用到本 Form 10-K 的第 II 部分第 5 项和第 III 部分。

VILLAGE SUPER MARKET, INC.


		页码
	第一部分
项目 1。	业务	2
项目 1A。	风险因素	6
项目 1B。	未解决的工作人员意见	12
项目 1C。	网络安全	12
项目 2。	财产	13
项目 3。	法律诉讼	14
项目 4.	矿山安全披露	14
	第二部分
项目 5.	注册人普通股市场、相关股东事项及注册人普通股证券回购	15
项目 6.	保留	15
项目 7.	管理层讨论与分析：财务状况和经营成果	16
项目 7A.	关于市场风险的定量和定性披露	25
项目 8.	财务报表和补充数据	27
项目 9.	会计和财务披露方面与会计师的差异及变动	53
项目 9A.	控制和程序	53
项目 9B.	其他信息	53
项目 9C.	关于妨碍检查的外国司法管辖区的披露	53
	第三部分
项目 10.	董事、高级管理人员和公司治理	54
项目 11.	高管薪酬	54
项目 12.	特定受益所有人及管理层的证券所有权和相关股东事项	54
项目 13.	特定关系和关联交易，以及董事独立性	54
项目 14.	主要会计师费用和服务	54
	第四部分
项目 15.	附注和财务报表附表	55
项目 16.	10-K 摘要	57
	签字	58

关于前瞻性陈述的特别说明

本 Form 10-K 中的各种陈述或通过引用并入本 Form 10-K 的内容、我们向美国证券交易委员会（\"SEC\"）提交的未来备案文件、我们的新闻稿以及公司代表不时作出的口头陈述，可能包含 1995 年《私人证券诉讼改革法》含义内的某些“前瞻性陈述”。前瞻性陈述包括但不限于关于我们当前对公司未来经营业绩和财务状况、同店销售额、门店开设、资本支出、养老金缴款、股息支付、经济状况、通胀、公共卫生状况和法律事务的陈述。前瞻性陈述基于我们目前可获得的信息所做出的假设和信念，并通过诸如“预期”、“预期”、“预测”、“展望”、“估计”、“相信”、“将”、“应该”、“打算”以及类似词语或短语等词汇或短语来表示。公司提醒读者，无法保证实际结果或业务条件不会与这些前瞻性陈述所表达、建议或暗示的结果存在重大差异。可能导致或促成此类差异的因素包括但不限于本 Form 10-K 年度报告中第 I 部分第 1A 项“风险因素”中讨论的因素。公司不承担更新前瞻性陈述以反映本报告日期之后的发展或获得的信息的义务。

在本 Form 10-K 年度报告中，对“Village”、“我们”、“我们”、“我们的”和“公司”的引用指 Village Super Market, Inc. 及其子公司，除非上下文另有说明。我们的财年结束于 7 月的最后一个星期六。所有对“2027 财年”的引用代表截至 2027 年 7 月 31 日的 53 周财年。所有对“2026 财年”的引用代表截至 2026 年 7 月 25 日的 52 周财年。所有对“2025 财年”的引用代表截至 2025 年 7 月 26 日的 52 周财年。所有对“2024 财年”的引用代表截至 2024 年 7 月 27 日的 52 周财年。

PART I

(所有金额单位为千美元，每股和每平方英尺数据除外)

ITEM I. BUSINESS

General

Village 成立于 1937 年，在 New Jersey（26 个）、New York（6 个）、Maryland（1 个）和 Pennsylvania（1 个）经营着 34 家超市连锁店，使用 ShopRite 和 Fairway 两个品牌，并在 New York City 经营着 3 家 Gourmet Garage 特色市场。Village 是 Wakefern Food Corporation（\"Wakefern\"）的第二大成员，该公司是美国最大的零售商自有食品合作社，也是 ShopRite、Fairway 和 Gourmet Garage 品牌的所有者。这种对 Wakefern 的所有权权益使 Village 在采购、分销、先进零售技术、营销和广告方面获得了与规模更大、地理覆盖范围更广的连锁店相关的许多规模经济。

杂货行业竞争激烈，利润率很低。公司直接与多种零售业态竞争，包括店内和线上，如全国性、区域性及本地连锁超市、仓储俱乐部、超级中心、药店、折扣零售商、美元店、便利店、专业零售商、在线零售商、快餐连锁店、餐厅和餐食配送服务。公司通过提供卓越的客户服务体验、有竞争力的定价和种类丰富且始终有货的高质量产品来参与竞争。ShopRite Price Plus 和 Fairway Insider 客户忠诚度计划使 Village 能够提供连续性计划、专注于针对性营销举措，并直接向客户的忠诚卡提供折扣和数字优惠券。

通过 shoprite.com、ShopRite 应用或第三方服务提供商，所有 ShopRite 门店均提供店内自提或送货上门的在线杂货订购服务。通过 fairwaymarket.com、Fairway 应用或第三方服务提供商，所有 Fairway 门店均提供送货上门的在线订购服务。通过 gourmetgarage.com、Gourmet Garage 应用或第三方服务提供商，所有 Gourmet Garage 门店均提供送货上门的在线订购服务。此外，ShopRite 和 Fairway Order Express 应用使客户能够预先订购熟食、餐饮、特殊场合蛋糕和其他商品。

为了提高生产效率、产品质量和一致性，公司运营着一个中央厨房，向所有门店供应熟食、面包、预制食品和其他易腐产品类别的某些产品。

在 2026 财年，同店销售额为每家门店 62,841 美元，每平均销售面积 1,562 美元。新店、替换店和更换招牌的门店在开业满四个完整季度后的当季计入同店销售额。门店翻新和扩建立即计入同店销售额。

下表总结了截至 2026 年 7 月 25 日公司门店的规模范围：


总平方英尺	门店数量
大于 60,000	19
50,001 至 60,000	9
40,001 至 50,000	3
20,000 至 40,000	3
小于 20,000	3
总计	37

这些较大的门店规模使公司能够提供种类丰富的全国品牌和本地采购的食品产品，包括杂货、肉类、农产品、乳制品、熟食、海鲜、预制食品、面包和冷冻食品，以及非食品产品，包括健康美容护理、一般商品、酒类和 21 家店内药店。大多数产品部门包括 Wholesome Pantry、Bowl & Basket、Paperbird、Fairway 和 Gourmet Garage 品牌下的高质量、有竞争力的自有品牌产品。我们的 Fairway 市场提供一站式目的地购物体验，强调新鲜、独特和高品质的产品，并搭配种类繁多的天然、有机、特色和美食产品。我们的 Gourmet Garage 专业市场提供有机农产品、招牌汤和预制食品、高质量肉类和海鲜、冷切肉和美食奶酪、手工烘焙面包和糕点、厨师准备的外带餐食和 pantry staples。

下表显示了公司在每个所指期间分配到各个产品类别的销售额百分比：


	财年结束于
产品类别	2026年7月25日 2026年7月25日		2025年7月26日 2025年7月26日		2024年7月27日 2024年7月27日
杂货	34.5	%		34.9	%	35.0	%
乳制品和冷冻食品	16.9			17.4		17.0
农产品	13.3			13.1		13.3
肉类	10.1			9.8		9.3
熟食和加工食品	7.7			7.7		8.0
非食品类	6.6			6.7		6.9
药店	4.3			4.0		3.7
面包房	2.7			2.7		2.8
海鲜	2.6			2.6		2.7
酒类	0.7			0.7		0.8
其他	0.6			0.4		0.5
总计	100.0	%		100.0	%	100.0	%

影响公司每家门店盈利能力的因素多种多样，包括竞争、规模、交通和停车条件、租赁条款、管理监督以及当地社区中相关品牌的影响力。公司持续关注门店的装饰和布局，并根据当地社区的偏好调整每家门店的产品组合。Village会不断评估每家门店，以确定是否应关闭、翻新或更换。

2026年5月27日，我们在新泽西州埃斯特奥兰治开设了一家69,000平方英尺的ShopRite门店，取代了我们现有的50,000平方英尺门店。

2025年4月9日，我们在新泽西州沃奇洪开设了一家72,000平方英尺的ShopRite门店，取代了我们现有的44,000平方英尺门店。

2024年3月17日，我们在新泽西州老桥开设了一家83,000平方英尺的ShopRite门店，取代了我们现有的32,000平方英尺门店。

我们运营了一家自动化微 Fulfillment 中心，以协助我们新泽西南部门店的在线订单履行。该设施于2024年9月1日关闭，相关房地产随后在2026财年出售。

2023年11月1日，我们关闭了位于纽约市的一家8,400平方英尺的Gourmet Garage门店。关闭的影响以及持续的经营结果对Village的合并财务报表没有重大影响。

收购、开发与扩展

公司有一个持续的计划，用于评估、升级和扩展其超市连锁店。该计划包括门店翻新，以及开设或收购额外门店。在翻新过程中，Village尽可能增加门店的销售空间。

我们为2027财年预算了80,000美元的资本支出。计划支出包括在新泽西州Galloway开设一家替代门店的建设成本，预计于2027财年中期开业；在曼哈顿开设一家新的Fairway门店，预计于2027财年末开业；几家较小的门店翻新、商品促销计划以及各种技术和设备及设施升级，包括在我们某些门店安装太阳能板。公司2027财年的主要流动性来源预计为截至2026年7月25日的现金及现金等价物以及2027财年产生的经营现金流。

更多的门店翻新和新门店选址正处于不同发展阶段。如果出现合适的机会，Village也将考虑进一步的收购。

按财年划分的资本支出

2026 财年资本性支出主要包括与建设我们 East Orange 替代门店相关的成本，该店于 2026 年 5 月 27 日开业，Galloway, NJ 未来替代门店的建设成本预计于 2027 财年开业，一项主要翻新，几项较小的翻新和 merchandising initiatives，以及各种技术、设备和设施升级，包括在四个地点安装太阳能电池板的初始成本。

2025 财年资本性支出主要包括与建设我们 Watchung, NJ 替代门店相关的成本，该店于 2025 年 4 月 9 日开业，我们 East Orange, NJ 替代门店的建设成本（于 2026 财年开业），我们 Springfield, NJ 门店的房地产购买，几项较小的翻新和 merchandising initiatives，以及各种技术、设备和设施升级。公司还收购了潜在未来门店位置的租赁使用权资产。

2024 财年资本性支出主要包括与建设我们 Old Bridge, NJ 替代门店相关的成本，该店于 2024 年 3 月 17 日开业，我们 Watchung, NJ 和 East Orange, NJ 替代门店的初始建设成本（分别于 2025 财年和 2026 财年开业），房地产购买，几项较小的门店翻新和 merchandising initiatives，以及各种技术、设备和设施升级。

Wakefern Food Corporation

截至 2026 年 7 月 25 日，公司是 Wakefern 的第二大成员，持有 Wakefern 已发行股票的 13.0%。Wakefern 成立于 1946 年，是全国最大的零售商拥有的食品合作社。Wakefern 及其 38 名股东成员运营着 379 家超市和其他零售格式，其中包括 98 家由 Wakefern 运营的门店。只有 Wakefern 及其成员有权使用 Wakefern 品牌名称和商标，包括 ShopRite、Fairway、Gourmet Garage、PriceRite、The Fresh Grocer、Dearborn Market、Di Bruno Bros. 和 Morton Williams，并参与相关的广告和促销计划。

公司与 Wakefern 关系的主要好处是使用 ShopRite、Fairway 和 Gourmet Garage 名称和商标，批量采购，门店和自有品牌产品，分销和仓储的规模经济，广告和促销计划以及先进零售技术的发展。公司认为 ShopRite 和 Fairway 名称被其客户广泛认可，是其决定在何处购物的一个因素。门店和自有品牌产品在 2026 财年销售额中约占 17%。

Wakefern 向其每位股东分配其绝大部分收益的一部分作为“ patronage dividend”，分配比例基于该股东在每财年从 Wakefern 购买的美元金额。

虽然 Wakefern 拥有庞大的专业员工队伍，但它作为一家成员拥有的合作社运营。大多数成员的执行官为 Wakefern 的业务贡献时间。公司的高管花费大量时间在各个 Wakefern 委员会上工作，这些委员会监督和指导 Wakefern 的采购、 merchandising 和其他计划。此外，公司首席执行官 John J. Sumas 是 Wakefern 董事会成员。

公司的绝大部分广告由 Wakefern 的专业广告团队开发和投放。 Wakefern 负责所有广播电视、广播、印刷和数字广告。Wakefern 使用各种公式向其成员收费，这些公式根据广告对每个成员的预计比例收益来分配广告成本。公司还将 Wakefern 开发的材料投放给当地报纸。此外，Wakefern 及其附属机构还为公司提供其他服务，包括责任和财产保险、供应品、特定设备的采购、优惠券处理、某些财务会计应用、零售技术支持，包括 shoprite.com、gourmetgarage.com、fairwaymarket.com、品牌应用和其他商店服务。

Wakefern 在新泽西州的 Elizabeth、Keasbey、Dayton、Newark 和 Jamesburg，以及宾夕法尼亚州的 Gouldsboro、Breinigsville 和 Hatfield 运营仓库和配送设施。公司和 Wakefern 的所有其他成员都是 Wakefern 股东协议的当事方，该协议规定了 Wakefern 所有股东必须做出的某些承诺以及对其施加的限制。该协议将持续到代表 Wakefern 75% 销售额的股东通知 Wakefern，要求终止 Wakefern 股东协议之日起十年。每个成员都有义务从 Wakefern 购买其所需产品的至少 85%，这些产品由 Wakefern 提供。如果未履行此项购买义务，该成员必须支付 Wakefern 因未能履行此义务而产生的利润贡献缺口。公司在 2026 财年、2025 财年和 2024 财年履行了这一义务。该协议还规定，在公司控制权发生未经批准的变更或出售公司或个别公司门店（除非出售给合格的继任者）的情况下，公司必须向 Wakefern 支付一笔金额，等于因出售

门店或控制权变更而产生的年度利润贡献缺口。如果股东因出售门店而损失的销量被该股东通过现有或新门店增加的销量所取代，则无需支付任何款项。 “合格的继任者”必须是或同意成为 Wakefern 的成员，并且不得拥有或经营任何超市，除非是在纽约州、新泽西州、宾夕法尼亚州、特拉华州、马里兰州、弗吉尼亚州、康涅狄格州、马萨诸塞州、罗德岛州、佛蒙特州、新罕布什尔州、缅因州或哥伦比亚特区的 Wakefern 品牌门店，或者不得在美国其他任何地点拥有或经营超过 25 家非 Wakefern 品牌门店。

根据其章程中规定的特定情况，Wakefern 可能拒绝向任何成员出售商品，并可能回购该成员持有的 Wakefern 股票。此类情况可能包括成员的破产申请、成员未经批准转让其超市业务或其在 Wakefern 的资本股票、成员未经批准收购某些超市或杂货批发供应业务、成员违反 Wakefern 的任何章程条款或与 Wakefern 的任何协议的任何重大违约，或未能向 Wakefern 履行财务义务。

Wakefern运营方法的任何重大变化，或在上述协议终止后公司与Wakefern的关系的终止或重大修改，或以其他方式，可能会对公司的业务经营产生不利影响，并可能导致公司额外的费用。任何Wakefern成员未能履行这些协议中的义务，或该成员破产或退出Wakefern，可能导致剩余成员的成本增加。

Wakefern不对它的成员规定地理特许经营区域。公司、其他Wakefern成员或Wakefern本身可能开设新的Wakefern品牌门店的具体位置需经过Wakefern的选址委员会批准。该委员会由非Wakefern员工或成员的人士组成。委员会拒绝选址申请的决定可向Wakefern董事会提出上诉。 Wakefern通过提供适当的人口统计数据、销量预测和拟议门店对当地现有成员超市影响的估计，协助其成员进行选址。

Wakefern的每个成员都需根据该成员经营的门店数量以及这些门店从Wakefern采购的金额向Wakefern缴纳资本金。当成员开设或收购更多门店时，必须向Wakefern缴纳额外的资本金。截至2026年7月25日，公司对Wakefern及关联方的投资为32,207美元。截至2026年7月25日，所有向Wakefern承诺的资本金所产生的债务总额为396美元。目前每家门店的最大投资额为975美元。

根据Wakefern章程的要求，公司对Wakefern的投资被质押给Wakefern，以担保公司对Wakefern的义务。此外，Sumas家族的四位成员已担保公司对Wakefern的义务。这些个人担保要求任何积极参与公司运营的5%股东提供。 Wakefern不拥有公司的任何证券或其子公司的证券。公司对Wakefern的投资使公司拥有足够的投票权，可以选举一名成员进入Wakefern董事会。

人力资本

我们的员工是公司成功的关键，也是我们为顾客和我们运营的社区提供优质服务的能力所在。我们努力营造一种强调尊重、团队合作、责任、包容和职业成长机会的工作文化。我们认为，吸引、培养和留住一支才华横溢且积极进取的员工队伍对于执行我们的业务战略并为顾客提供积极的购物体验至关重要。

我们通过具有竞争力的薪酬、培训、职业发展机会和良好的工作环境来专注于招聘、留住和发展员工。我们提供入职培训、运营培训、领导力培训和岗位特定培训项目，旨在提升员工技能、支持职业发展并促进内部晋升。我们许多门店和公司的领导都是从门店起步的，这体现了我们从组织内部培养人才的承诺。

截至2026年7月25日，我们共有约7100名员工，其中约70%为兼职员工。我们约91%的员工受集体谈判协议的保护。公司与七个工会的合同到期日介于2025年3月至2030年8月之间。约12%的员工由工会代表，这些工会的合同已到期或将在一年内到期。公司许多竞争对手也类似地实行工会化。

我们致力于支持员工的健康、幸福和财务福祉。所有集体谈判协议均包括工资、医疗保障、带薪休假、退休及其他福利。未受集体谈判协议保护的员工也享有全面的福利计划。此外，我们还促进工作场所安全，并提供旨在支持员工福祉的资源。

季节性

我们大部分收入通常不具季节性。然而，全年主要节假日期间的收入往往会更高。

监管环境

公司业务需要各种许可证，并需向州和联邦卫生及药品监管机构注册设施。这些许可证和注册要求使公司必须遵守某些规则和法规，违反这些规则和法规可能导致许可证或注册的暂停或撤销，以及罚款或处罚。此外，大多数许可证需要定期更新。公司尚未在获得或保留许可证和注册方面遇到重大困难。

竞争

杂货行业竞争激烈，利润率通常较窄。 Village直接与多种零售形式竞争，包括线上和线下的全国性、区域性及本地超市连锁店、仓储俱乐部、大型综合超市、药店、折扣零售商、一元店、便利店、专业零售商、在线零售商、快餐连锁店、餐厅和外卖服务。公司的一些主要竞争对手包括Acme、Aldi、Amazon/Whole Foods、BJs、Costco、Foodtown、Giant、Kings、Lidl、Safeway、Stop & Shop、Target、Trader Joe's、Walmart、Wegmans和Weis。与这些零售点的竞争基于价格、产品种类和质量、门店位置、便利性、客户服务、技术、数字产品和促销计划。其中一些竞争对手拥有比我们更多的财务资源、更低的商品采购成本和更低的运营费用。

公开信息

作为Wakefern合作社的成员，Village依靠我们的以客户为中心的网站shoprite.com、gourmetgarage.com和fairwaymarket.com与客户和潜在员工进行互动。这些网站由Wakefern维护，供所有使用Wakefern品牌的超市使用，因此不包含与公司相关的任何财务信息。

公司将在收到任何股东的请求时，免费提供年度报告10-K表格、季度报告10-Q表格、当前报告8-K表格和新闻稿的纸质副本。此外，这些文件的电子版可在sec.gov获取。

第1A项。风险因素

投资我们的普通股存在风险和不确定性。应仔细考虑以下风险因素，以及本10-K年度报告中包含的其他信息和其中包含的前瞻性声明。以下任何一项风险都可能对我们的业务、财务状况、经营成果、现金流量、流动性、前景以及普通股的交易价格产生重大不利影响。我们目前未知的其他风险和不确定性，或我们认为不重要的风险和不确定性，也可能对我们的业务产生不利影响。

与一般经济状况相关的风险

不利的经济状况可能会减少客户的支出并对我们运营结果产生负面影响。

我们的业务受到我们无法控制的经济和市场状况的影响，包括通货膨胀；经济衰退；利率波动；商品、燃料和能源成本；就业水平和工资率；消费者债务水平；消费者信贷和政府援助计划的可用性；住房和金融市场状况；税收、贸易政策和关税；地缘政治事件；恐怖主义行为；军事冲突；人为或自然灾害，包括流行病；以及不利的天气状况。不利的经济状况可能会降低消费者的购买力，导致客户减少非必需品的支出，或增加对低利润率产品和促销产品的需求。这些因素可能对我们的销售额、盈利能力、财务状况和现金流量产生不利影响。

通货膨胀压力和其他运营成本的增加可能会对我们的业务和盈利能力产生重大不利影响。

我们面临产品成本、劳动力成本、员工医疗费用、公用事业费用、运输费用、财产税、保险费用、技术支出和其他运营费用的增加。尽管我们可能会通过定价措施、成本削减和运营效率来抵消这些成本的增加，但我们的能力可能受到竞争压力的限制。此外，我们因盗窃（包括有组织的零售犯罪）、损坏、变质、管理错误和欺诈而产生库存损失，或称“缩水”。近年来，零售行业盗窃和有组织的零售犯罪有所增加，我们为减少缩水所做的努力，包括在安全人员、技术和其他防损措施上的投资，可能会增加我们的运营成本，且可能不会成功。持续的通货膨胀压力、缩水的增加或经济状况的中断可能会降低消费者的购买力，改变消费者的支出模式，并对我们的销售额、利润率和盈利能力产生负面影响。

与食品杂货行业相关的风险

我们所处的行业竞争激烈，可能无法有效竞争。

零售行业竞争激烈，利润率狭窄。我们在店内和在线都直接与多种零售模式竞争，包括但不限于全国性、地区性和本地超市连锁店、仓储俱乐部、大型综合超市、药店、折扣零售商、一元店、便利店、专业零售商、在线零售商、快餐连锁店、餐厅和餐食配送服务。其中一些竞争对手拥有比我们更多的财务资源、更低的商品采购成本和更低的运营费用。竞争基于价格、产品种类和质量、门店位置、便利性、客户服务、技术、数字产品和促销计划。运营环境继续以积极扩张、非传统竞争对手的进入和市场整合为特点。不断变化的客户需求以及在线、配送和移动渠道的进步增加了我们行业的竞争。人工智能驱动的代理购物工具的出现可能会进一步颠覆传统的杂货零售。日益加剧的竞争压力可能会减少顾客流量，并要求采取额外促销、增加广告、在数字产品上增加资本投资或降价等应对措施，这可能会对我们的盈利能力、现金流和经营成果产生不利影响。

食品供应链内的中断可能对我们的运营和盈利能力产生不利影响。

我们的业务依赖于供应商和分销商提供的高质量产品。产品短缺、运输中断、劳动力短缺、供应商财务困难、极端天气事件、公共卫生紧急情况、地缘政治事件、关税和贸易中断、影响供应商的网络攻击以及其他中断可能会对产品供应产生负面影响，增加成本并减少销售额。目前或拟议的某些国家进口产品的关税可能会提高商品价格，而我们可能无法在不 adversely 影响销售量的情况下完全将这些成本增加转嫁给客户。我们许多产品包含乳制品、蛋白质、油、谷物和其他商品等成分，这些成分的价格可能波动，并可能受到地缘政治风险和国际贸易争端的影响。燃油和能源成本的增加也可能增加我们的配送费用，并影响供应商的成本，这可能会影响我们的商品成本。由于我们许多产品都是易腐食品，长期的中断可能对我们的业务和经营成果产生重大不利影响。

食品安全事件、产品污染或产品召回可能损害我们的声誉并对我们业务产生不利影响。

我们可能面临与食品安全、产品质量、污染、掺假、标签错误和产品召回相关的风险。我们门店销售的产品，包括我们自己或为我们生产的自有品牌产品，如果出现实际或被认为的食品安全问题，可能导致销售额下降、诉讼、监管行动、成本增加以及声誉和客户关系受损。我们从可能因实际或被认为的劳工、环境、健康和安全或道德采购问题而面临监管行动或批评的供应商和供应商处采购产品。由于任何监管行动或此类问题导致供应链中断，可能会对我们的运营和声誉产生不利影响。此类事件可能对我们的业务、财务状况和运营成果产生不利影响。

与我们的业务、运营和战略举措相关的风险

我们的业务高度依赖Wakefern。Wakefern的运营、财务状况或我们与Wakefern的关系发生变化可能会对我们的业务产生不利影响。

我们是Wakefern Food Corporation的第二大成员，这是一家由零售商拥有的合作社，我们从他们那里购买几乎所有商品。Wakefern还在许多领域提供支持服务，包括广告、保险计划、采购、技术、财务系统、优惠券处理和其他运营服务。我们有效竞争的能力在一定程度上取决于通过Wakefern提供的采购能力、技术能力、运营支持和营销计划。

我们还从Wakefern获得会员分红和其他产品激励，并在Wakefern保持存款和应收票据。截至2026年7月25日，我们持有来自Wakefern的可变利率应收票据119,290美元，以及在Wakefern的投资存款111,776美元。因此，我们的业务、财务状况和运营成果在很大程度上受到Wakefern的运营和财务表现的影响。

Wakefern业务实践、会员要求、治理、战略举措、资本贡献要求或成员公司之间关系的变化可能会增加我们的成本或对我们的运营产生不利影响。此外，Wakefern提供的利益减少、参与成本增加、Wakefern财务状况恶化、其他Wakefern成员未能履行其义务而破产、退出或失败，或我们与Wakefern的关系终止或重大修改，可能会对我们的竞争地位、盈利能力、财务状况和运营成果产生不利影响。

此外，我们目前正在与Wakefern进行诉讼。鉴于我们与Wakefern关系的重要性，此次诉讼的不利发展可能会对我们的业务、竞争地位、运营、财务状况和运营成果产生重大不利影响。有关此次诉讼的更多信息，请参见下面的“我们面临诉讼和其他法律程序”，第3项“法律程序”以及合并财务报表的注释10。

我们的业务地理分布集中，因此更容易受到对我们主要市场产生不利影响的事件的影响。

我们的门店位于新泽西州、纽约州、宾夕法尼亚州和马里兰州，其中新泽西州和纽约都会区的销售额占比较大。因此，我们容易受到这些州经济衰退的影响，以及可能影响全国的不利宏观经济状况的影响。我们的门店和其他设施也集中在易受极端天气事件影响的地区，包括飓风、热带风暴、东北风暴、洪水、极端高温和暴风雪，由于气候变化，这些事件的频率和严重程度可能会增加。此类事件可能导致我们的门店遭受物理损坏、库存损失或变质、停电、临时门店关闭、产品配送中断以及保险、能源和维修成本增加。由于我们的地理集中度，一次严重的天气事件或自然灾害可能同时影响我们大量的门店。此外，与气候相关的法律法规，包括与制冷剂和能源使用相关的法规，可能会增加我们的合规和资本成本。我们运营区域内任何不利的发展都可能对我们销售额、财务状况和经营成果产生不成比例的影响。

我们可能无法成功执行我们的战略计划。

我们未来的增长取决于我们成功实施战略计划的能力，包括门店翻新、扩建项目、电子商务计划、促销活动、技术升级、运营效率计划和商品策略。这些计划需要大量的资本投入和管理关注，可能无法实现预期结果。此外，我们许多门店都位于租赁场所。租赁期满后，我们可能无法以可接受的条款或根本无法续租，我们可能面临租金和占用成本的增加。由于对场地的竞争、分区限制、房地产成本或其他因素，我们可能无法找到并获得适合新店或搬迁店的地点，如果关闭租赁门店，我们可能仍需承担租赁下的租金和其他费用。未能成功执行这些计划，或无法以可接受的条款维持和获得合适的门店位置，可能会影响我们的增长前景和盈利能力。

我们的成功取决于我们吸引、保留和发展合格员工的能力。我们无法维持足够的员工数量和/或管理劳动力成本可能会对我们的业务和经营成果产生不利影响。

我们的运营依赖于我们吸引、培训和留住合格员工的能力，包括门店员工、管理人员、技术人员和其他熟练工人。截至2026年7月25日，我们约有7,100名员工，其中约91%受集体谈判协议的保护。劳动力短缺，包括因罢工、公共卫生危机或其他原因导致的短缺，可能对我们的客户服务、门店运营和财务表现产生不利影响。此外，工资上涨、最低工资立法、医疗成本增加、就业法律变化、带薪休假要求和其他与劳动力相关的进展可能会增加我们的运营成本并降低盈利能力。我们的成功在很大程度上还取决于高级管理团队和其他关键员工的持续贡献。如果失去这些人员中的任何一位，或我们未能有效规划和管理管理层的继任，可能会扰乱我们的业务并损害我们执行业务战略的能力，而且找到具备必要行业经验和业务知识的合格接替者可能会很困难。

我们还面临员工、承包商或其他代理人可能从事不当行为或其他不当活动的风险，包括未能遵守适用于我们业务的法律和法规，例如药品经营以及酒精和烟草销售的相关规定，未能准确报告财务或其他信息，挪用现金或库存，或不当使用或泄露机密信息，包括客户、患者和信用卡数据。尽管我们制定了旨在阻止和发现此类行为的政策、培训和控制措施，但这些措施在所有情况下可能并不有效。员工的不当行为可能导致监管制裁、诉讼、财务损失和声誉损害，所有这些都可能对我们的业务、财务状况和运营结果产生不利影响。

我们所缴纳的某些多雇主养老金计划存在资金不足的情况。因此，我们预计对这些计划的缴款可能会增加。此外，福利水平和相关事项将在我们集体谈判协议的谈判中成为议题。根据现行法律，如果雇主退出或部分退出多雇主养老金计划，可能需要向该计划支付退出责任，这代表了根据复杂的精算和分配规则分配给退出雇主的计划资金不足部分。退出雇主未能履行这些义务可能会影响其他剩余雇主。我们对这些多雇主养老金计划所需缴款的任何增减都将取决于集体谈判的结果、管理这些计划的受托人采取的行动、政府法规、其他参与雇主的退出以及计划所持资产的实际回报率等因素。有关我们参与这些计划的更多信息，请参见合并财务报表的第9号附注。

我们的保险和自保计划可能无法充分保护我们免受损失。

我们通过保险和自保相结合的方式，为工伤赔偿、汽车、一般责任、财产、董事及高管责任、网络风险和某些员工医疗福利可能产生的责任提供保障。其中一些保险计划通过Insure-Rite提供，Insure-Rite是Wakefern关联公司，Village持有其9%的股权。对于保险赔付，我们需承担根据索赔性质而变化的自付金额，某些损失可能不在保险覆盖范围内。我们针对自保或高免赔额计划的准备金基于对未来索赔发展的假设和估计。由于法律索赔、趋势和解释的变化、通货膨胀率的波动、索赔结算方式和方法的变化、适用法律变化导致的福利水平变化以及保险公司破产等因素，实际索赔情况可能与这些估计有较大差异。如果实际索赔超过我们的准备金或保险覆盖范围，我们的经营成果和现金流可能会受到不利影响。

我们可能需要为长期资产计提减值损失。

变化的经济状况、增加的竞争、门店表现不佳、消费者偏好变化、市场价值下降或对未来现金流预期的修订可能导致我们需对物业和设备、租赁资产、商誉、商标或其他长期资产计提减值损失。此类损失可能在确认期间显著减少报告的收益。

我们的信用协议包含财务和其他条款，可能会限制我们的运营，未能遵守这些条款可能对我们的流动性和财务状况产生不利影响。

我们与Wells Fargo签订了信用协议（“信用额度”），其中包含财务条款，要求我们保持最低的有形净值、最低的固定费用覆盖率以及最大调整后的债务与EBITDAR比率，以及其他可能限制我们承担额外债务、设立抵押权、进行某些投资或参与某些其他交易的条款。

信用额度下的某些定期贷款由我们的一些房地产作为担保。我们遵守这些条款的能力可能受到我们无法控制的事件影响，包括不利的经济状况、增加的竞争以及其他在此描述的风险。违反任何这些条款可能导致违约事件，这可能使贷款人加速偿还未偿债务、终止其进一步提供信用的承诺，并且对于担保的定期贷款，对作为贷款担保的房地产进行拍卖。此外，利率上升将增加我们对任何浮动利率债务的借款成本，我们可能无法在信用额度到期时以有利条件或甚至无法再融资或延长信用额度。这些任何事件都可能对我们的流动性、财务状况和经营成果产生不利影响。

未能保持有效的财务报告内部控制，包括信息技术控制，可能会影响我们准确报告财务结果的能力。

我们被要求保持有效的财务报告内部控制和披露控制程序。我们的控制环境依赖于财务报告流程和信息系统（包括系统访问控制、变更管理、数据完整性、网络安全以及财务信息的处理和报告）的有效性。由于我们依赖Wakefern提供某些支持我们运营和财务报告流程的系统、基础设施、应用程序和服务，我们财务报告内部控制的某些方面在一定程度上取决于Wakefern所维护的控制措施的设计和运行有效性，以及我们适当监控和评估这些控制措施的能力。

如果我们的内部控制（包括信息技术一般控制）或Wakefern所维护的内部控制存在缺陷、被规避、不可用、中断或以其他方式无法有效运行，我们可能无法准确处理交易、保护信息资产或及时可靠地编制财务报表和SEC报告。任何此类失败可能导致我们的财务报表出现重大错报、财务报告延迟、对以前发布的财务报表进行重述、财务报告内部控制的缺陷或重大缺陷、审计和合规成本增加、监管调查或执法行动、诉讼、声誉损害、投资者信心丧失以及我们A类普通股市场价格的下跌。

与信息技术、网络安全和数据隐私相关的风险

我们的业务依赖于信息系统和网络。我们信息系统（包括由Wakefern提供和维护的系统）的中断可能对我们的运营产生不利影响。

Our operations depend on information technology systems and related services provided by Wakefern and various third-party vendors, including systems used for merchandising, distribution, inventory management, point-of-sale processing (both in-store and online), financial reporting, communications and other business functions. These systems may be vulnerable to damage, interruption, degradation or failure resulting from power outages, telecommunications disruptions, software or hardware failures, human error, natural disasters, acts of terrorism or other events beyond our control. Because of our dependence on technology infrastructure of others, including Wakefern, any significant disruption affecting such systems or services could impair our ability to operate our stores, process transactions, manage inventory, fulfill customer orders or otherwise conduct business efficiently. Any prolonged interruption could adversely affect our business, financial condition and results of operations.

In addition, rapidly evolving developments relating to artificial intelligence (\"AI\") and other emerging technologies may increase competitive, operational, legal and cybersecurity risks. Although we utilize AI and machine learning capabilities in our business, competitors and other third parties may adopt these technologies more effectively, which could weaken our competitive position, reduce operational efficiencies or adversely affect our results of operations. To remain competitive, we may need to make significant investments in AI-related technologies and related processes, controls and safeguards. Additionally, evolving laws and regulations governing AI may increase compliance costs and legal risks, and our failure to adapt to new requirements in a timely and cost-effective manner could result in regulatory scrutiny, litigation or reputational harm.

Cybersecurity incidents or data security breaches could result in significant costs, liability and reputational harm.

In the normal course of business, we collect, process, store and transmit proprietary business information and personal information relating to customers, associates and vendors. Our computer systems and those of Wakefern, our contract service providers and other third parties are vulnerable to damage from cyberattacks, malicious intrusion, computer viruses, unauthorized access, data breaches, phishing attacks, ransomware, denial-of-service attacks, natural disasters, terrorism, war and telecommunication or electrical failures. The risks of a security breach or disruption, particularly through cyberattacks or

cyber intrusion, including by computer hackers, threat actors, personnel (such as through theft, inadvertent mistake or misuse), nation-state-supported actors, sovereign governments and cyber terrorists, have generally increased over time, including for geopolitical reasons and in conjunction with military conflicts and defense activities. AI systems and related technologies could result in an increased risk of cybersecurity threats impacting our information technology systems. Despite the security measures maintained by us and our service providers (including Wakefern) to protect our systems and data, there can be no assurance that such measures will be effective or that a cybersecurity incident will not occur. Although we have network security and cyber liability insurance to provide a level of financial protection should a data breach occur, such insurance may not cover us against all claims or costs associated with such a breach, and we cannot be certain that such insurance will continue to be available to us on economically reasonable terms or at all, or that our insurers will not deny coverage as to any future claim.

A cybersecurity incident could result in the loss, disclosure, corruption or misuse of sensitive information; operational disruptions; remediation and recovery costs; regulatory investigations and penalties; litigation and indemnification obligations; increased cybersecurity expenditures; and reputational damage. In addition, cybersecurity incidents affecting Wakefern or critical third-party service providers could have similar effects on our operations. Any such incident could materially adversely affect our business, financial condition, results of operations and reputation.

Risks Related to Laws and Regulations

Changes in laws, regulations and governmental policies, or our failure to comply with applicable requirements, could adversely affect our business and results of operations.

We are subject to a wide range of federal, state and local laws and regulations governing food manufacturing, labeling and safety, prescriptions, controlled substances, employment practices, consumer protection, data privacy and cybersecurity, environmental matters, healthcare, taxation, public company reporting, licensing for the sale of food, drugs and alcoholic beverages, and other aspects of our operations. Changes in existing laws and regulations, the enactment of new requirements or shifts in governmental policies could increase our operating and compliance costs, require modifications to our business practices, impose additional reporting obligations or otherwise adversely affect our business, financial condition and results of operations. In addition, we are subject to audits, inspections, investigations and enforcement actions by governmental authorities. Our pharmacy operations are subject to additional and extensive regulation, including federal and state laws governing pharmacy licensing, the dispensing of prescription drugs and controlled substances, patient privacy and the security of protected health information, and participation in Medicare, Medicaid and other government and third-party payor programs. The operation of retail pharmacies also exposes us to professional liability claims, including those arising from dispensing errors, and to reimbursement pressures from pharmacy benefit managers and government payors, and our insurance may not be adequate to cover all such claims. Failure, or alleged failure, to comply with applicable laws and regulations could result in fines, penalties, remediation costs, litigation, operational restrictions, loss of licenses or exclusion from government payor programs, reputational harm or other liabilities. Any of these developments, whether arising from regulatory changes or compliance matters, could materially and adversely affect our business, financial condition and results of operations.

Fluctuations in our tax obligations and effective tax rate may result in volatility of our operating results.

We are subject to U.S. federal, state and local income taxes, with the applicable tax rates varying by jurisdiction. Our income tax expense and liabilities are based on estimates and judgments that may differ from actual results. In addition, multiple tax years may be subject to examination by taxing authorities. Changes in tax laws, regulations, administrative interpretations or tax rates, as well as unfavorable outcomes from tax audits, examinations or other tax proceedings, could increase our tax liability and result in additional taxes, interest and penalties. Any such developments could adversely affect our business, financial condition and results of operations.

We are subject to litigation and other legal proceedings.

From time to time, we are involved in legal proceedings, regulatory investigations, employment claims, consumer claims, tax disputes, contractual disputes and other matters arising in the ordinary course of business. Adverse judgments, settlements, penalties or defense costs could adversely affect our business, financial condition and results of operations. We are currently engaged in litigation with Wakefern and certain members of its senior management. Given our significant business relationship with Wakefern, adverse developments in this litigation could materially adversely affect our business relationship with Wakefern, our competitive position, our operations, our financial condition and our results of operations. See Item 3, \"Legal Proceedings\" and Note 10 to the consolidated financial statements for additional information for further discussion of Village's legal matters.

Risks Related to Ownership of Our Common Stock

Future dividend payments are subject to the discretion of our Board of Directors.

Although we have historically paid dividends, future dividend declarations are subject to the discretion of our Board of Directors and will depend upon, among other things, our financial condition, results of operations, capital requirements, contractual restrictions, provisions in any future debt agreements, our tax status, applicable laws, general economic conditions and other factors. There can be no assurance that future dividends will be declared or paid or that any dividend we may pay will not be reduced or eliminated. Any failure to pay dividends at historical levels, or any reduction or elimination of dividends, could adversely affect the market price of our Class A common stock and diminish investor confidence in the Company.

Concentrated ownership may limit the influence of other shareholders.

Our Class B common stock has ten votes per share, while our Class A common stock has one vote per share. Certain members of the Sumas family and related trusts beneficially own a significant percentage of our Class B common stock and, as a result of the dual-class voting structure, control a majority of the combined voting power of all classes of our common stock. As a result, these shareholders have the ability to influence or control matters requiring shareholder approval, including the election and removal of directors, amendments to our certificate of incorporation and by-laws, approval of equity compensation plans, strategic transactions such as mergers, acquisitions, consolidations or sales of all or substantially all of our assets, and other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control or other transaction that might otherwise be beneficial to our shareholders, regardless of whether other shareholders approve of such a transaction, and may deprive shareholders of Class A common stock of an opportunity to sell their shares at a premium over prevailing market prices. The difference in voting rights and concentration of ownership may also adversely affect the market price of our Class A common stock to the extent that investors or any prospective purchaser of the Company views the superior voting rights of the Class B common stock to have value or perceives that conflicts of interest may exist or arise. Shares of Class B common stock are convertible into Class A common stock on a one-for-one basis at any time at the option of the holder, and any future conversions will further concentrate voting power among the remaining holders of Class B common stock.

The market price of our Class A common stock may be volatile and limited trading volume may make it difficult for shareholders to sell their shares.

The market price of our Class A common stock may fluctuate significantly in response to many factors, some of which are beyond our control, including variations in our quarterly operating results, changes in financial estimates or recommendations by securities analysts, announcements by us, Wakefern or our competitors, developments in pending litigation, sales of our common stock by significant shareholders, changes in dividend policy, general economic and stock market conditions and the other risks described herein. Because a significant portion of our outstanding common stock is held by a limited number of shareholders, the public float and trading volume of our Class A common stock are relatively limited, which may increase price volatility and make it more difficult for shareholders to sell their shares at or near prevailing market prices or at all.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

Wakefern provides all members of the cooperative with information system support that enables us to effectively manage our business data, customer transactions, ordering, communications and other business processes. As a member of a cooperative, Wakefern conducts an annual risk assessment that summarizes high-level threats, which are applicable to all cooperative members. The assessment considers potential cybersecurity threats, including, but not limited to, interruptions, outages and breaches affecting operational and financial systems. Wakefern maintains and publishes the majority of policies, processes and tools designed to assess, identify and manage risks associated with potential cybersecurity threats. We utilize a combination of cybersecurity awareness training, tools provided by Wakefern and annual assessments performed by third parties to manage cybersecurity-related risks. Village also maintains internal cybersecurity policies designed to establish procedures for incident escalation and communication, define the roles and responsibilities of relevant personnel in managing and responding to cybersecurity incidents, and support related incident response activities.

As of the date of this report, no cybersecurity incident has had a material adverse effect on our business, financial condition or results of operations. However, we recognize that no information system can be fully protected from cybersecurity threats. Although Village maintains insurance that may cover liabilities arising from certain disruptions, security breaches and other cybersecurity incidents, there can be no assurance that such coverage will be sufficient to fully compensate Village for any resulting losses.

For additional information regarding risks associated with cybersecurity threats, see Item 1A, \"Risk Factors.\"

Governance

Board of Directors Oversight

Our Board of Directors is responsible for providing oversight and strategic guidance to management to support the long-term interests of Village's shareholders. The Audit Committee is the lead committee of the Board of Directors responsible for oversight of the Company's risk-based cybersecurity program and bears the primary responsibility for this aspect of the business. Cybersecurity incidents are summarized and reported to the Audit Committee of the Board of Directors, which cover any identified cybersecurity incidents, results of third-party vulnerability testing and key developments in policies.

Management's Role in Managing Risk

Villages' cybersecurity risk management is managed by Village's Information Technology organization led by the Vice President of Information Technology. In order to effectively manage risks to information systems that support the members of the cooperative, Wakefern maintains an Information Security Organization led by its Chief Information Officer and its Director of Cybersecurity. Wakefern has a Security Incident Response Plan and Village coordinates with Wakefern on all cyber incidents. Wakefern engages regularly with a range of third-party experts, including consultants, cyber experts and others to test and evaluate its systems, including annual penetration testing. Where possible, these findings are then provided to leadership within the cooperative both in a quarterly Information Security update and an annual Cyber Risk update to enable management to leverage insights and specialized knowledge to make informed decisions regarding Village's cyber strategies, processes and risk exposure.

ITEM 2. PROPERTIES

As of July 25, 2026, Village owns the sites of nine of its supermarkets (containing 576,000 square feet of total space). The remaining 28 stores (containing 1,553,000 square feet of total space), the central commissary and the corporate headquarters are leased, with initial lease terms generally ranging from 20 to 30 years, usually with renewal options. The stores are freestanding or are located in shopping centers or city storefronts. Most of the Company's leases contain renewal options at increased rents of five years each at the Company's sole discretion. These options enable Village to retain the use of facilities in desirable operating areas. Each renewal option is evaluated when recognizing the lease right-of-use assets and liabilities, and the Company utilizes the lease term for which it is reasonably certain to use the underlying asset. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company is obligated under all leases to pay for real estate taxes, utilities and liability insurance, and under certain leases to pay additional amounts based on maintenance and a percentage of sales in excess of stipulated amounts. The Company accounts for rent holidays, escalating rent provisions and construction allowances on a straight-line basis over the term of the lease. The Company owns all trade fixtures and equipment in its stores and several other properties including retail shopping centers and parcels of vacant land, which are available as locations for possible future stores or other development.

As of July 25, 2026, finance lease right-of-use assets of $8,070 are included in property, equipment and fixtures, net in the Company's consolidated balance sheet.

The annual rental payment, including finance leases, for all of the Company's leased facilities for the year ended July 25, 2026 was approximately $38,969. For additional information on lease obligations, see Note 7 to the consolidated financial statements.

The Company holds a 30% interest in the development of a retail center in Old Bridge, New Jersey, which includes the Village Old Bridge replacement store. As of July 25, 2026, the Company had an operating lease obligation of $4,279 related to the project and had invested $17,694 in the real estate partnership. The investment is accounted for under the equity method and is included in Investments in Real Estate Partnerships on the consolidated balance sheets. No additional equity investment is expected for this project.

Village is a limited partner in two additional partnerships, one of which owns a shopping center in which one of our leased stores is located. The Company is also a general partner in a partnership that is a lessor of one of the Company's freestanding stores.

ITEM 3. LEGAL PROCEEDINGS

On May 2, 2025, the Company filed a Verified Complaint for Declaratory and Injunctive Relief (the \"Complaint\") against Wakefern and certain members of its senior management (\"Wakefern Management,\" and together with Wakefern, the \"Defendants\") in the Superior Court of New Jersey, Chancery Division, Middlesex County (the \"Chancery Court\"). The matter was captioned Village Super Market, Inc., et al. v. Wakefern Food Corp., et al. In the Complaint, the Company sought to enjoin Wakefern's acquisition of Morton Williams Supermarkets (the \"Acquisition\") on the basis that the Acquisition violates Wakefern's governing documents, which the Company believes prohibits Wakefern from acquiring and operating a retail chain that competes directly with its members. It also challenged certain actions and inactions by the Defendants in connection with the Acquisition. Subsequently, the Company filed an amended complaint in the Chancery Court on September 19, 2025 (the \"First Amended Complaint\") to include additional claims concerning the Defendant's actions against the Company that occurred beginning in 2025. The Court declined to enjoin the Acquisition and it closed on or about October 1, 2025.

On January 16, 2026, the Chancery Court denied Wakefern Management's motion to dismiss the claims asserted against them for breach of fiduciary duty. The Chancery Court also entered an Order granting the Company's motion to transfer the matter to the Superior Court of New Jersey, Law Division, Middlesex County (the \"Law Division\"). Subsequently, the Company filed a second amended complaint and Jury Demand with the Law Division on February 6, 2026 (the \"Second Amended Complaint\") to seek monetary and punitive damages, and removed the request for injunctive relief as a result of the consummation of the Acquisition.

In response to the Company's Second Amended Complaint, on March 19, 2026, Wakefern sought to file an Answer, Separate Defenses, Jury Demand, Counterclaims, and Third-Party Complaint with the Law Division. The Counterclaims sought, among other things, a declaration from the Court that good cause exists under the Wakefern By-Laws to compel the Company to sell its stock in Wakefern and to exit the cooperative. Although not dismissed with prejudice, on March 23, 2026, Wakefern's Counterclaims and Third-Party Complaint were rejected as procedurally deficient for filing by the Civil Division Manager's Office. The Company believes that all claims therein were frivolous and were filed in response to the Company seeking to assert its rights.

On June 15, 2026, the Company filed a Third Amended Complaint adding additional allegations concerning Defendants' retaliation against the Company and affiliated parties, including John J. Sumas, who is the Company's Chief Executive Officer and a director of Wakefern. Subsequently, Wakefern filed its First Amended Counterclaims and Third-Party Complaint on June 17, 2026, and the declaratory judgment claim described above was not included. Wakefern asserted claims against the Company and certain subsidiaries, as well as the Company's Chief Executive Officer, John J. Sumas, and President, Nicholas J. Sumas II.

On March 20, 2026, Village was served with a Complaint entitled Wakefern Food Corp. v. Village Super Market, Inc., VSM NY Holdings, LLC and VSM Gourmet, LLC filed in the United States District Court for the District of New Jersey. The Complaint alleges Trademark Infringement, Unfair Competition, False Endorsement, False Association, False Designation of Origin and Trademark Dilution of the Fairway and Gourmet Garage marks under the Lanham Act 15 U.S.C. §1113(1). Village denies the allegations in this lawsuit and is defending against the claims. A Pretrial Scheduling Order was entered on June 17, 2026, setting discovery deadlines.

The Company believes that all claims asserted by Wakefern are without legal and factual merit.

The Company continues to evaluate its options for relief with respect to Wakefern and the Acquisition. Notwithstanding the above, the Company's claims are pending resolution on the merits. To date, the Company believes the dispute with Wakefern has not materially impacted the Company's operations or financial performance. At this time, the Company is unable to determine the probability of the outcome of these matters, or the range of reasonably possible loss, if any.

The Company is involved in other litigation incidental to the normal course of business. Company management is of the opinion that the ultimate resolution of these legal proceedings should not have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(All dollar amounts are in thousands, except per share data)

Market Information on Common Stock

As of October 1, 2026, there were 228 holders of record of our Class A common stock and 11 holders of record of our Class B common stock. Our Class A common stock is traded is traded on the NASDAQ Global Select Market under the symbol \"VLGEA.\"

Shares of our Class B common stock may be converted immediately into Class A common stock on a one-for-one basis by the holder. There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or other consideration received by the Company. No shares of our Class B common stock were converted into Class A common stock during the fiscal quarter ended July 25, 2026.

Dividends

The Board's current intention is to continue to pay quarterly dividends in fiscal 2027 at the most recent rate of $.25 per Class A and $.1625 per Class B share. However, any decision to declare and pay dividends in the future will ultimately be made at the discretion of our Board of Directors and will depend on our results of operations, cash requirements, financial condition and other factors that the Board of Directors may deem relevant, including economic and market conditions.

Stock Performance Graph

The following graph compares the cumulative total stockholder return (stock price appreciation plus dividends) on our Class A common stock to the cumulative total return of the Standard & Poor's (\"S&P\") 500 Index and the Dow Jones U.S. Food Retailers & Wholesalers Total Stock Market Index for the period from July 31, 2021, the last day of our fiscal 2021, through July 25, 2026, the last day of our fiscal 2026. The returns are calculated by assuming a $100 investment made on July 31, 2021 in the Class A common stock and each index, with all dividends reinvested. Indexes calculated on month-end basis.

Comparison of 5 Year Cumulative Total Return $\"549755825281\"$

ITEM 6. RESERVED

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in thousands, except per share data)

The following management's discussion and analysis of financial condition and results of operations (\"MD&A\") should be read together with our audited consolidated financial statements and notes thereto, which are included elsewhere in this Form 10-K. The Company's MD&A contains forward-looking statements. Refer to the \"Special Note Regarding Forward-Looking Statements\" section at the beginning of this Form 10-K for risks, uncertainties and other information regarding forward-looking statements.

Included in the MD&A section of this Form 10-K is a discussion related to the results of operations and changes in our cash flows for fiscal 2026 compared to fiscal 2025. For discussion related to the results of operations and changes in our cash flows for fiscal 2025 compared to fiscal 2024, refer to Part II, Item 7, \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" in our fiscal 2025 Form 10-K.

OVERVIEW

Village Super Market, Inc. (the \"Company\" or \"Village\") operates a chain of 34 supermarkets in New Jersey (26), New York (6), Maryland (1) and Pennsylvania (1) under the ShopRite and Fairway banners and three Gourmet Garage specialty markets in New York City. Village is the second largest member of Wakefern Food Corporation (\"Wakefern\"), the nation's largest retailer-owned food cooperative and owner of the ShopRite, Fairway and Gourmet Garage names. This ownership interest in Wakefern provides Village with many of the economies of scale in purchasing, distribution, advanced retail technology, marketing and advertising associated with larger chains.

The grocery industry is highly competitive and characterized by narrow profit margins. The Company competes directly with multiple retail formats both in-store and online, including, but not limited to, national, regional and local supermarket chains, warehouse clubs, supercenters, pharmacies, discount retailers, dollar stores, convenience stores, specialty retailers, online retailers, fast food chains, restaurants and meal delivery services. The Company competes by providing a superior customer service experience, competitive pricing and a broad range of consistently available quality products. The ShopRite Price Plus and Fairway Insider customer loyalty programs enable Village to offer continuity programs, focus on targeted marketing initiatives and to offer discounts and attach digital coupons directly to a customer's loyalty card.

Online grocery ordering for in-store pick up or home delivery is available in all of our ShopRite stores through either shoprite.com, the ShopRite app or through third-party service providers. Online ordering for home delivery is available in all Fairway stores through fairwaymarket.com, the Fairway app or through third-party service providers. Online ordering for home delivery is available in all Gourmet Garage stores through gourmetgarage.com, the Gourmet Garage app or through third-party service providers. Additionally, the ShopRite and Fairway Order Express apps enable customers to pre-order deli, catering, specialty occasion cakes and other items.

To promote production efficiency, product quality and consistency, the Company operates a centralized commissary supplying certain products in deli, bakery, prepared foods and other perishable product categories to all stores.

The Company's stores, nine of which are owned, average 58,000 total square feet. These larger store sizes enable the Company to offer a wide variety of national branded and locally sourced food products, including grocery, meat, produce, dairy, deli, seafood, prepared foods, bakery and frozen foods, as well as non-food product offerings, including health and beauty care, general merchandise, liquor and 21 in-store pharmacies. Most product departments include high-quality, competitively priced own-brand offerings under the Wholesome Pantry, Bowl & Basket, Paperbird, Fairway and Gourmet Garage brands. Our Fairway markets offer a one-stop destination shopping experience with an emphasis on fresh, unique, and high quality offerings paired with an expansive variety of natural, organic, specialty and gourmet products. Our Gourmet Garage specialty markets offer organic produce, signature soups and prepared foods, high-quality meat and seafood, charcuterie and gourmet cheeses, artisan baked bread and pastries, chef-prepared meals to go and pantry staples.

The Company has an ongoing program to evaluate, upgrade and expand its supermarket chain. This program has included store remodels, as well as the opening or acquisition of additional stores. When remodeling, Village has sought, whenever possible, to increase the amount of selling space in its stores.

On May 27, 2026, we opened a 69,000 square foot ShopRite store in East Orange, NJ that replaced our existing 50,000 square foot store.

On April 9, 2025, we opened a 72,000 square foot ShopRite store in Watchung, NJ that replaced an existing 44,000 square foot store.

On March 17, 2024, we opened an 83,000 square foot ShopRite store in Old Bridge, NJ that replaced our existing 32,000 square foot store.

We operated an automated micro-fulfillment center to facilitate online order fulfillment for our south New Jersey stores. The facility was closed on September 1, 2024 and the related real estate was subsequently sold in fiscal 2026.

On November 1, 2023, we closed an 8,400 square foot Gourmet Garage store located in New York City. The impact associated with the closure and ongoing results of operating were not material to Village's consolidated financial statements.

We consider a variety of indicators to evaluate our performance, such as same store sales; percentage of total sales by department (mix); shrink; departmental gross profit percentage; sales per labor hour; units per labor hour; and hourly labor rates.

The Company utilizes a 52-53 week fiscal year ending on the last Saturday in the month of July. Fiscal 2026, 2025 and 2024 each contain 52 weeks.

NON-GAAP MEASURES

The accompanying consolidated financial statements, including the related notes, are presented in accordance with generally accepted accounting principles (\"GAAP\"). We provide non-GAAP measures, including Adjusted net income and Adjusted operating and administrative expenses as management believes these supplemental measures are useful to investors and analysts. These non-GAAP financial measures should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP, nor as an alternative to net income, operating and administrative expense or any other GAAP measure of performance. Management believes Adjusted net income and Adjusted operating and administrative expense are useful to investors because they provide supplemental measures that exclude the financial impact of certain items that affect period-to-period comparability. Management and the Board of Directors use these measures as they provide greater transparency in assessing ongoing operating performance on a period-to-period basis. Other companies may have different definitions of non-GAAP measures and provide for different adjustments, and comparability to the Company's results of operations may be impacted by such differences. The Company's presentation of non-GAAP measures should not be construed as an implication that its future results will be unaffected by unusual or non-recurring items.

The following table reconciles Net income to Adjusted net income and Operating and administrative expenses to Adjusted operating and administrative expenses:


	Years Ended
		July 25, 2026		July 26, 2025		July 27, 2024
Net Income		$	52,455		$	56,380	$	50,462

Adjustments to Operating and Administrative Expenses:
Pension settlement charge (gain) (1)		338		(874)		—
Rent concession (2)		—		(517)		—

Adjustments to Impairment of Assets:
Impairment of assets (3)		—		1,462		2,125

Adjustments to Income Taxes:
Tax impact of special items		(105)		(22)		(659)

Adjusted net income		$	52,688		$	56,429	$	51,928


Operating and administrative expenses		$	578,928		$	555,038	$	544,348
Adjustments to operating and administrative expenses		(338)		1,391		—
Adjusted operating and administrative expenses		$	578,590		$	556,429	$	544,348
Adjusted operating and administrative expenses as a % of sales		24.05	%		23.98	%	24.34	%

(1)Fiscal 2026 pension settlement charge relates to the termination of a Company-sponsored plan. Fiscal 2025 pension settlement gain relates to lump payments made under an unfunded, non-qualified company sponsored defined benefit plan.

(2)Fiscal 2025 includes income related to rent concessions received on one store location to compensate for disruption in operations during redevelopment of the retail center.

(3)Fiscal 2025 includes non-cash impairment charges on the long-lived assets of one Gourmet Garage store and real estate assets classified as held for sale. Fiscal 2024 includes non-cash impairment charges for long-lived assets due to the closure of the automated micro-fulfillment center in south New Jersey.

RESULTS OF OPERATIONS

The following table sets forth the components of the consolidated statements of operations of the Company as a percentage of sales:


	Years Ended
	July 25, 2026		July 26, 2025		July 27, 2024
Sales	100.00	%		100.00	%	100.00	%
Cost of sales	71.83	%		71.43	%	71.30	%
Gross profit	28.17	%		28.57	%	28.70	%
Operating and administrative expense	24.06	%		23.92	%	24.34	%
Depreciation and amortization expense	1.43	%		1.48	%	1.48	%
Impairment of assets	—	%		0.06	%	0.10	%
Operating income	2.68	%		3.11	%	2.78	%
Interest expense	0.14	%		0.16	%	0.18	%
Interest income	(0.53	%)		(0.58	%)	(0.66	%)
Income before income taxes	3.07	%		3.53	%	3.26	%
Income taxes	0.88	%		1.10	%	1.00	%
Net income	2.19	%		2.43	%	2.26	%

Sales

Sales were $2,405,707 in fiscal 2026 compared to $2,320,690 in fiscal 2025. Sales increased due primarily to same store sales growth of 2.2% and the openings of the Watchung, NJ and East Orange, NJ replacement stores on April 9, 2025 and May 27, 2026, respectively. Same store sales increased due primarily to digital sales growth, strong performance in fresh and pharmacy departments, and continued growth in remodeled and replacement stores. These increases were partially offset by egg price deflation and sales cannibalization from the Watchung replacement store. New stores, replacement stores and stores with banner changes are included in same store sales in the quarter after the store has been in operation for four full quarters. Store renovations and expansions are included in same store sales immediately.

Gross Profit

Gross profit as a percentage of sales decreased to 28.17% in fiscal 2026 compared to 28.57% in fiscal 2025. The decline was due primarily to lower patronage dividends and other rebates received from Wakefern (.32%), an unfavorable change in product mix (.07%) and increased promotional spending (.05%), partially offset by increased departmental gross margin percentages (.07%).

Operating and Administrative Expense

Operating and administrative expense as a percentage of sales increased to 24.06% in fiscal 2026 compared to 23.92% in fiscal 2025. Adjusted operating and administrative expense as a percentage of sales increased to 24.05% in fiscal 2026 compared to 23.98% in fiscal 2025. The increase in Adjusted operating and administrative expense is due primarily to higher legal and other professional fees (.12%), utility, repair and maintenance costs (.10%), facility insurance costs (.06%) and store pre-opening costs (.06%). These increases were largely offset by lower employee costs (.13%), lower advertising costs (.10%) and short-term rental income (.05%).

Depreciation and Amortization Expense

Depreciation and amortization expense increased in fiscal 2026 compared to fiscal 2025 due primarily to capital expenditures.

Impairment of Assets

Interest Expense

Interest expense decreased in fiscal 2026 compared to fiscal 2025 due primarily to lower average outstanding debt balances.

Interest Income

Interest income decreased in fiscal 2026 compared to fiscal 2025 due primarily to lower interest rates earned on variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.

Income Taxes

The effective income tax rate was 28.8% in fiscal 2026 compared to 31.1% in fiscal 2025. The decline in the effective income tax rate was primarily due to the excess tax benefit from vested stock-based compensation in fiscal 2026.

Net Income

Net income was $52,455 in fiscal 2026 compared to $56,380 in fiscal 2025. Adjusted net income was $52,688 in fiscal 2026 compared to $56,429 in fiscal 2025. Adjusted net income decreased approximately 7% compared to the prior fiscal year due primarily to the decline in gross margin and increase in operating and administrative expense, partially offset by the decline in the effective income tax rate, all as previously discussed.

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Company's financial condition and results of operations. These policies require management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Impairment

The Company reviews the carrying values of its long-lived assets, such as property, equipment and fixtures and operating lease assets on an individual store basis for possible impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Factors considered by the Company that could result in an impairment triggering event include a current period operating or cash flow loss, underperformance of a store relative to historical or expected operating results, and significant negative industry or economic trends. If an impairment triggering event is identified, the Company analyzes the undiscounted estimated future net cash flows from asset groups at the store level to determine if the carrying value of such assets are recoverable from their respective cash flows. If impairment is indicated, it is measured by comparing the fair value of the long-lived asset groups to their carrying value.

Goodwill and indefinite-lived intangible assets are tested at the end of each fiscal year, or more frequently if circumstances dictate, for impairment. The Company utilizes valuation techniques, such as earnings multiples, in addition to the Company's market capitalization, to assess goodwill for impairment. Calculating the fair value of a reporting unit requires the use of estimates. Management believes the fair value of Village's one reporting unit exceeds its carrying value as of July 25, 2026. Should the Company's carrying value of its one reporting unit exceed its fair value, the amount of any resulting goodwill impairment may be material to the Company's financial position and results of operations. The fair value of indefinite-lived intangible assets are estimated based on the discounted cash flow model using the relief from royalty method.

Patronage Dividends

As a stockholder of Wakefern, Village earns a share of Wakefern's earnings, which are distributed as a \"patronage dividend.\" This dividend is based on a distribution of substantially all of Wakefern's operating profits for its fiscal year (which ends on or about September 30) in proportion to the dollar volume of purchases by each member from Wakefern during that fiscal year. Patronage dividends are recorded as a reduction of cost of sales as merchandise is sold. Village accrues estimated patronage dividends due from Wakefern quarterly based on an estimate of the annual Wakefern patronage dividend and an estimate of Village's share of this annual dividend based on Village's estimated proportional share of the dollar volume of business transacted with Wakefern that year. The patronage dividend receivable based on these estimates was $14,870 and $14,144 as of July 25, 2026 and July 26, 2025, respectively.

RECENTLY ISSUED ACCOUNTING STANDARDS

For discussion related to recently issued accounting standards, see Note 1 to the consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following table details our cash flows in fiscal 2026 compared to fiscal 2025:


	Years Ended
	July 25, 2026		July 26, 2025		$ Change
Net cash provided by operating activities	$	108,800			$	93,277		$	15,523
Net cash used in investing activities	(61,753)			(75,578)			13,825
Net cash used in financing activities	(26,907)			(24,261)			(2,646)
Net increase (decrease) in cash and cash equivalents	$	20,140			$	(6,562)		$	26,702

Net Cash Provided by Operating Activities. Net cash provided by operating activities was $108,800 in fiscal 2026 compared to $93,277 in fiscal 2025. The $15,523 net increase in cash provided by operating activities was due to a net favorable change related to our operating assets and liabilities, including our working capital.

The net favorable change related to our operating assets and liabilities, including our working capital, was due primarily to favorable changes in income tax receivables and payables due to a lower effective tax rate and timing of payments, a lower increase in merchandise inventories and favorable changes in accounts payable (including to Wakefern) and accrued expenses largely driven by timing of payments. These favorable changes were partially offset by lower patronage dividends received in fiscal 2026 compared to the prior fiscal year.

Net Cash Used In Investing Activities. Net cash used in investing activities was $61,753 in fiscal 2026 compared to $75,578 in fiscal 2025. The $13,825 net decline in cash used in investing activities was due primarily to a $5,024 decrease in capital expenditures, proceeds from the sales of assets of $4,504 in fiscal 2026 primarily attributable to the sale of real estate assets of our closed automated micro-fulfillment center in south New Jersey and acquisition costs of $8,133 to purchase right-of-use assets in fiscal 2025. These decreases in cash used in investing activities were partially offset by an investment of $4,431 in notes receivable in fiscal 2026 related to a New Markets Tax Credit financing transaction associated with our replacement store in East Orange, NJ.

During fiscal 2026, we invested $53,741 on capital expenditures including costs associated with the construction of our East Orange replacement store that opened on May 27, 2026, construction costs for a future replacement store in Galloway, NJ expected to open in fiscal 2027, one major remodel, several smaller remodels and merchandising initiatives, and various technology, equipment and facility upgrades, including initial costs to install solar panels at four locations.

Net Cash Used In Financing Activities. Net cash used in financing activities was $26,907 in fiscal 2026 compared to $24,261 in fiscal 2025. The $2,646 net increase in cash used in financing activities was due primarily to repurchases of shares surrendered for withholding tax purposes of $8,163 associated with the vesting of restricted stock awards in fiscal 2026, partially offset by $5,563 in proceeds from the issuance of long-term debt, net of debt issuance costs, in fiscal 2026 associated with a New Markets Tax Credit financing transaction associated with our replacement store in East Orange, NJ.

During fiscal 2026 and 2025, we made dividend payments of $13,336 and $13,308, respectively.

Liquidity and Debt

Working capital was $27,108 as of July 25, 2026 compared to $23,840 as of July 26, 2025. Working capital ratios at the same dates were 1.14 and 1.13 to one, respectively. The Company's working capital needs are reduced, since inventories are generally sold by the time payments to Wakefern and other suppliers are due.

We have budgeted $80,000 for capital expenditures in fiscal 2027. Planned expenditures include costs for construction of a replacement store in Galloway, NJ expected to open in mid-fiscal 2027, a new Fairway store in Manhattan expected to open in late fiscal 2027, several smaller store remodels, merchandising initiatives and various technology, equipment and facility upgrades, including installation of solar panels at certain of our locations. The Company's primary sources of liquidity in fiscal 2027 are expected to be cash and cash equivalents on hand as of July 25, 2026 and operating cash flows generated in fiscal 2027.

As of July 25, 2026, the Company held variable rate notes receivable due from Wakefern of $39,460 that earn interest at the prime rate plus .50% and mature on August 15, 2027, $40,733 that earn interest at the prime rate plus .50% and mature on September 28, 2027, and $39,097 that earn interest at the SOFR plus 2.25% and mature on February 15, 2029. Wakefern has the right to prepay these notes at any time. Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.

As of July 25, 2026, Village had demand deposits invested at Wakefern in the amount of $111,776. These deposits earn overnight money market rates.

Credit Facility

The Company has a credit facility (the \"Credit Facility\") with Wells Fargo National Bank, National Association (\"Wells Fargo\"). The principal purpose of the Credit Facility is to finance general corporate and working capital requirements, Village's fiscal 2020 acquisition of certain Fairway assets and certain capital expenditures. Among other things, the Credit Facility provides for:

•An unsecured revolving line of credit providing a maximum amount available for borrowing of $75,000. Indebtedness under this agreement bears interest at the applicable Secured Overnight Financing Rate (\"SOFR\") plus 1.25% and expires on April 30, 2030.

•An unsecured $25,500 term loan issued on May 12, 2020, repayable in equal monthly installments based on a seven-year amortization schedule through May 4, 2027 and bearing interest at the applicable SOFR plus 1.46%. An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at .26% per annum through May 4, 2027, resulting in a fixed effective interest rate of 1.72% on the term loan.

•A secured $50,000 term loan issued on September 1, 2020 repayable in equal monthly installments based on a fifteen-year amortization schedule through September 1, 2035 and bearing interest at the applicable SOFR plus 1.61%. An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at .57% per annum through September 1, 2035, resulting in a fixed effective interest rate of 2.18% on the term loan. The term loan is secured by real properties of Village Super Market, Inc. and its subsidiaries, including the sites of three Village stores.

•A secured $7,350 term loan issued on January 28, 2022 repayable in equal monthly installments based on a fifteen-year amortization schedule through January 28, 2037 and bearing interest at the applicable SOFR plus 1.50%. An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at 1.41% per annum through January 28, 2037, resulting in a fixed effective interest rate of 2.91% on the term loan. The term loan is secured by the Galloway store shopping center.

•An unsecured $10,000 term loan issued on September 1, 2022 repayable in equal monthly installments based on a seven-year amortization schedule through September 4, 2029 and bearing interest at the applicable SOFR plus 1.35%. An interest rate swap for a notional amount equal to the term loan fixes the base SOFR at 2.95% per annum through September 4, 2029, resulting in a fixed effective interest rate of 4.30% on the term loan. This loan qualified for an interest rate subsidy program with Wakefern on financing related to certain capital expenditure projects. Net of the subsidy, the Company will pay interest at a fixed effective rate of 2.30%.

•A secured $7,125 term loan issued on January 27, 2023 repayable in equal monthly installments based on a fifteen-year amortization schedule through January 27, 2038 and bearing interest at the applicable SOFR plus 1.75%. An interest rate swap for a notional amount equal to the term loan fixes the base SOFR at 3.59% per annum through January 27, 2038, resulting in a fixed effective interest rate of 5.34% on the term loan. The term loan is secured by the Vineland store shopping center.

The Credit Facility also provides for up to $25,000 of letters of credit ($9,021 outstanding as of July 25, 2026), which secure obligations for store leases and construction performance guarantees to municipalities. The Credit Facility contains covenants that, among other conditions, require a minimum tangible net worth, a minimum fixed charge coverage ratio and a maximum adjusted debt to EBITDAR ratio. The Company was in compliance with all covenants of the credit agreement as of July 25, 2026. As of July 25, 2026, $65,979 remained available under the unsecured revolving line of credit.

Based on current trends, the Company believes cash and cash equivalents on hand as of July 25, 2026, operating cash flows and availability under our Credit Facility are sufficient to meet our liquidity needs for the next twelve months and for the foreseeable future beyond the next twelve months.

Village paid cash dividends of $13,336, $13,308 and $13,341 during fiscal 2026, 2025 and 2024, respectively. Dividends during each of these fiscal years consisted of $1.00 per Class A common share and $.65 per Class B common share. The Board's current intention is to continue to pay quarterly dividends in fiscal 2027 at the most recent rate of $.25 per Class A and $.1625 per Class B share. However, any decision to declare and pay dividends in the future will ultimately be made at the discretion of our Board of Directors and will depend on our results of operations, cash requirements, financial condition and other factors that the Board of Directors may deem relevant, including economic and market conditions.

Contractual Obligations and Commitments

Firm Commitments

The following table summarizes certain of our aggregate material cash requirements as of July 25, 2026, and the estimated timing and effect that such obligations are expected to have on our liquidity and cash flows in future periods. We expect to fund these contractual obligations with operating cash flows generated in the normal course of business and, if necessary, through availability under our credit facility or other accessible sources of financing.


	Fiscal 2027		Fiscal 2028		Fiscal 2029		Fiscal 2030	Fiscal 2031		Thereafter	Total
Operating leases	$	33,413			$	35,330		$	34,195		$	32,512		$	31,085		$	161,628	$	328,163
Finance leases	2,657			2,893			2,893		3,046		3,135		11,326			25,950
Debt	8,763			5,727			5,727		4,536		4,298		25,621			54,672
Total	$	44,833			$	43,950		$	42,815		$	40,094		$	38,518		$	198,575	$	408,785

The following is a description of our material, firmly committed obligations as of July 25, 2026:

•Lease obligations represent fixed payments due over the lease term of our noncancelable leases of real estate. Information has been presented separately for operating and finance leases.

•Debt represents the principal amounts due on our outstanding secured term loans, unsecured term loans and New Market Tax Credit Financing arrangement, all as described in Note 4 to the consolidated financial statements. Amounts do not include unamortized debt issuance costs or interest payments.

Excluded from the above contractual obligations table is the following: (i) amounts recorded in current liabilities in our consolidated balance sheet as of July 25, 2026, which will be paid within one year, other than lease obligations and current portion of debt; (ii) non-current pension liabilities of $2,590 as of July 25, 2026, as we cannot make a reliable estimate of the period in which the liabilities will be settled; (iii) future contributions to be made to various multi-employer benefit plans due to the uncertainty of the cash outflows associated with such contributions; and (iv) non-current liabilities that have no cash outflows associated with them or the cash outflows associated with them are uncertain or do not represent a \"purchase obligation\" as such term is used herein (e.g., deferred taxes and other miscellaneous items).

We are also obligated to purchase 85% of our primary merchandise requirements from Wakefern, as described in Note 3 to the consolidated financial statements.

Off-balance Sheet Arrangements

In addition to the commitments included in the above table, our other off-balance sheet firm commitments relating to our outstanding letters of credit amounted to $9,021 as of July 25, 2026. We do not maintain any other off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect on our consolidated financial statements.

OUTLOOK

Summarized below are the Company's current expectations of certain operating metrics for its fiscal 2027. Refer to the \"Special Note Regarding Forward-Looking Statements\" section at the beginning of this Form 10-K for risks, uncertainties and other information regarding forward-looking statements.

•We expect the increase in same store sales to range from 0.5% to 2.0% in fiscal 2027.

•We have budgeted $80,000 for capital expenditures in fiscal 2027. Planned expenditures include costs for construction of a replacement store in Galloway, NJ expected to open in mid-fiscal 2027, a new Fairway store in Manhattan expected to open in late fiscal 2027, several smaller store remodels, merchandising initiatives and various technology, equipment and facility upgrades, including installation of solar panels at certain of our locations. The Company's primary sources of liquidity in fiscal 2027 are expected to be cash and cash equivalents on hand as of July 25, 2026 and operating cash flows generated in fiscal 2027.

•The Board's current intention is to continue to pay quarterly dividends in fiscal 2027 at the most recent rate of $.25 per Class A and $.1625 per Class B share.

•We believe cash and cash equivalents on hand, operating cash flows and the Company's Credit Facility will be adequate to meet anticipated requirements for working capital, capital expenditures and debt payments for the foreseeable future.

•We expect our effective income tax rate in fiscal 2027 to be in the range of 31.0% to 32.0%.

RELATED PARTY TRANSACTIONS

The Company holds an investment in Wakefern, its principal supplier. Village purchases substantially all of its merchandise from Wakefern in accordance with the Wakefern Stockholder Agreement. As part of this agreement, Village is required to purchase certain amounts of Wakefern common stock. As of July 25, 2026, the Company's indebtedness to Wakefern for the outstanding amount of this stock subscription was $396. The maximum per store investment is currently $975. Wakefern distributes as a \"patronage dividend\" to each member a share of its earnings in proportion to the dollar volume of purchases by the member from Wakefern during the year. Wakefern provides the Company with support services in numerous areas including advertising, supplies, liability and property insurance, technology support and other store services. Additional information is provided in Note 3 to the consolidated financial statements.

On February 15, 2024, notes receivable due from Wakefern of $33,338 that earned interest at the prime rate plus .75% matured. The Company invested all of the proceeds received in variable rate notes receivable from Wakefern that earn interest at the SOFR plus 2.25% and mature on February 15, 2029.

As of July 25, 2026, Village had demand deposits invested at Wakefern in the amount of $111,776. These deposits earn overnight money market rates.

As disclosed under the heading \"Legal Proceedings,\" we are currently engaged in litigation with Wakefern. To date, the Company believes the dispute with Wakefern has not materially impacted the Company's operations or financial performance. At this time, the Company is unable to determine the probability of the outcome of this matter, or the range of reasonably possible loss, if any.

The Company leases a supermarket from a realty firm 30% owned by certain Village officers and members of the Board of Directors. The Company paid rent to related parties under this lease of $812, $735 and $735 in fiscal 2026, 2025 and 2024, respectively, and has a related lease obligation of $9,140 as of July 25, 2026. This lease agreement was extended in fiscal 2026 and expires in fiscal 2041, with options to extend at increasing annual rents.

The Company has ownership interests in four real estate partnerships. Village paid aggregate rents to three of these partnerships for leased stores of $2,223, $2,159 and $1,827 in fiscal 2026, 2025 and 2024, respectively, and has aggregate lease obligations of $14,279 as of July 25, 2026 related to these leases.

In connection with our participation in a New Markets Tax Credit program related to the construction of a replacement store in East Orange, New Jersey, on December 19, 2025, the Company and its Chief Executive Officer, John J. Sumas, entered into a joint venture agreement to form the Leverage Lender (as defined in Note 4 to the accompanying consolidated financial statements), an affiliate of the Company. The Company and Mr. Sumas have a 95% and 5% ownership interest in the Leverage Lender, respectively. In connection with this joint venture, Mr. Sumas loaned the Company $222. See Note 4 to the accompanying consolidated financial statements for additional discussion regarding this related party transaction.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In addition to the risks inherent in our operations, we are exposed to certain market risks, including interest rate risk associated with our credit facility, interest rate swaps and variable rate notes receivable due from Wakefern.

The Company is exposed to interest rate risk arising from fluctuations in SOFR related to the Company's Credit Facility. The Credit Facility includes an unsecured revolving line of credit providing a maximum amount available for borrowing of $75,000 that bears interest at the applicable SOFR plus 1.25% and expires on April 30, 2030. The unsecured revolving line of credit is exposed to interest rate fluctuations to the extent of changes in the SOFR. The Company believes this exposure is not material due to availability of liquid assets to eliminate the outstanding credit facility.

The Credit Facility includes variable-rate term loans that bear interest at SOFR plus an applicable spread. The Company manages exposure to this risk and the variability of related cash flows primarily by the use of derivative financial instruments, specifically, interest rate swaps. The Company's objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The interest rate swaps eliminate the economic interest rate exposure on the term loans within the Credit Facility, however the value of the interest rate swaps is exposed to interests rate risk. Generally, the fair market value of our interest rate swaps will decrease as interest rates fall and increase as interest rates rise.

As of July 25, 2026, the Company had five interest rate swaps with an aggregate initial notional value of $99,975 to hedge the variable cash flows associated with variable-rate loans under the Company's Credit Facility. The interest rate swaps were executed for risk management and are not held for trading purposes. The objective of the interest rate swaps is to hedge the variability of cash flows resulting from fluctuations in the reference rate. The swaps replaced the applicable reference rate with fixed interest rates and payments are settled monthly when payments are made on the variable-rate loans. The Company's derivatives qualify and have been designated as cash flow hedges of interest rate risk. The gain or loss on the derivative is recorded in accumulated other comprehensive income (\"AOCI\") and subsequently reclassified to interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives are reclassified to

interest expense as interest payments are made on the variable-rate loans. The Company reclassified $1,483, $2,240 and $3,027 during fiscal 2026, 2025 and 2024, respectively, from AOCI to interest expense.

The notional value of the interest rate swaps was $48,803 as of July 25, 2026. The fair value of interest rate swaps recorded in other assets in the consolidated balance sheets was $5,228 as of July 25, 2026.

As of July 25, 2026, the Company held variable rate notes receivable due from Wakefern of $39,460 that earn interest at the prime rate plus .50% and mature on August 15, 2027, $40,733 that earn interest at the prime rate plus .50% and mature on September 28, 2027, and $39,097 that earn interest at the SOFR plus 2.25% and mature on February 15, 2029. Changes in interest rates would impact the amount of interest income we realize on the variable rate notes receivable due from Wakefern. Wakefern has the right to prepay these notes at any time. Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.

Included in cash and cash equivalents as of July 25, 2026 and July 26, 2025 are $111,776 and $92,003, respectively, of demand deposits invested at Wakefern at overnight money market rates, which are exposed to the impact of interest rate changes.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands)

	July 25, 2026		July 26, 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	130,839			$	110,699
Merchandise inventories	52,348			51,424
Patronage dividend receivable	14,870			14,144

Income taxes receivable	736			5,265
Other current assets	22,097			19,223
Assets held for sale	—			4,354
Total current assets	220,890			205,109
Property, equipment and fixtures, net	341,380			322,889
Operating lease assets	237,177			252,291
Notes receivable from Wakefern	119,290			111,205
Investment in Wakefern	32,207			32,207
Investments in real estate partnerships	21,589			21,701
Goodwill	24,190			24,190
Other assets	38,099			34,119
Total assets	$	1,034,822			$	1,003,711
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Operating lease obligations	$	22,353			$	21,585
Finance lease obligations	1,149			1,037
Notes payable to Wakefern	371			541
Current portion of long-term debt	8,763			9,370
Accounts payable to Wakefern	87,416			83,258
Accounts payable and accrued expenses	40,341			33,177
Accrued wages and benefits	33,365			32,004
Income taxes payable	24			297
Total current liabilities	193,782			181,269
Operating lease obligations	226,364			241,216
Finance lease obligations	16,858			18,243
Notes payable to Wakefern and other related parties	247			405
Long-term debt	45,367			48,621
Pension liabilities	2,590			3,284
Other liabilities	22,367			18,709
Total liabilities	507,575			511,747
Commitments and contingencies (Notes 3, 4, 5, 6, 7, 9 and 10)
Shareholders' Equity:
Preferred stock, no par value: Authorized 10,000 shares, none issued	—			—
Class A common stock, no par value: Authorized 20,000 shares; issued 11,871 shares at July 25, 2026 and 11,627 shares at July 26, 2025	87,796			83,616
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,125 shares at July 25, 2026 and July 26, 2025	670			670
Retained earnings	462,809			423,690
Accumulated other comprehensive income	4,600			4,453
Treasury stock, Class A, at cost: 1,188 shares at July 25, 2026 and 997 shares at July 26, 2025	(28,628)			(20,465)
Total shareholders' equity	527,247			491,964
Total liabilities and shareholders' equity	$	1,034,822			$	1,003,711

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)

	Years Ended
	July 25, 2026		July 26, 2025		July 27, 2024


Sales	$	2,405,707			$	2,320,690		$	2,236,566
Cost of sales	1,727,956			1,657,724			1,594,591
Gross profit	677,751			662,966			641,975

Operating and administrative expense	578,928			555,038			544,348
Depreciation and amortization expense	34,507			34,398			33,449
Impairment of assets	—			1,462			2,125
Operating income	64,316			72,068			62,053

Interest expense	3,382			3,751			4,135
Interest income	(12,689)			(13,502)			(14,799)
Income before income taxes	73,623			81,819			72,717

Income taxes	21,168			25,439			22,255
Net income	$	52,455			$	56,380		$	50,462

Net income per share:
Class A common stock:
Basic	$	3.94			$	4.24		$	3.78
Diluted	3.54			3.81			3.40

Class B common stock:
Basic	$	2.56			$	2.75		$	2.46
Diluted	2.56			2.75			2.46

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands)

	Years Ended
	July 25, 2026		July 26, 2025		July 27, 2024


Net income	$	52,455			$	56,380		$	50,462

Other comprehensive income (loss):
Unrealized loss on interest rate swaps, net of tax (1)	(309)			(1,168)			(1,373)
Amortization of pension actuarial gain, net of tax (2)	(109)			(272)			(379)
Pension remeasurement, net of tax (3)	358			(91)			197
Pension settlement loss (gain), net of tax (4)	207			(595)			—


Total other comprehensive income (loss)	147			(2,126)			(1,555)
Comprehensive income	$	52,602			$	54,254		$	48,907

(1)Amounts are net of tax of $135, $518 and $406 for fiscal 2026, 2025 and 2024, respectively.

(2)Amounts are net of tax of $48, $120 and $59 for fiscal 2026, 2025 and 2024, respectively. All amounts are reclassified from accumulated other comprehensive income to operating and administrative expense.

(3)Amounts are net of tax of $157, $40 and $31 for fiscal 2026, 2025 and 2024, respectively.

(4)Amounts are net of tax of $91 and $264 for fiscal 2026 and 2025, respectively. All amounts are reclassified from accumulated other comprehensive income to operating and administrative expense.

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (In thousands)

	Years Ended July 25, 2026, July 26, 2025 and July 27, 2024
	Class A Common Stock	Class B Common Stock			Accumulated Other Comprehensive Income (Loss)		Treasury Stock Class A		Total Shareholders' Equity
	Shares Issued	Amount		Shares Issued	Amount		Retained Earnings		Shares		Amount
Balance, July 29, 2023	11,563		$	76,179		4,204			$	683		$	343,497		$	8,134			912			$	(18,327)	$	410,166
Net income	—		—		—			—			50,462		—		—			—			50,462
Other comprehensive loss, net of tax of $434	—		—		—			—			—		(1,555)		—			—			(1,555)
Dividends	—		—		—			—			(13,341)		—		—					(13,341)
Exercise of stock options	—		14		—			—			—		—		(2)			31			45
Treasury stock purchases	—		—		—			—			—		—		89			(2,211)			(2,211)
Restricted shares forfeited	(28)		(141)		—			—			—		—		—			—			(141)
Share-based compensation expense	24		4,134		—			—			—		—		—			—			4,134

Balance, July 27, 2024	11,559		$	80,186		4,204			$	683		$	380,618		$	6,579			999			$	(20,507)	$	447,559
Net income	—		—		—			—			56,380		—		—			—			56,380
Other comprehensive loss, net of tax of $942	—		—		—			—			—		(2,126)		—			—			(2,126)
Dividends	—		—		—			—			(13,308)		—		—			—			(13,308)
Exercise of stock options	2		11		—			—			—		—		(2)			42			53

Restricted shares forfeited	(21)		(214)		—			—			—		—		—			—			(214)
Share-based compensation expense	8		3,620		—		—			—		—		—			—			3,620
Conversion of Class B shares to Class A shares	79		13		(79)			(13)			—		—		—			—			—
Balance, July 26, 2025	11,627		$	83,616		4,125			$	670		$	423,690		$	4,453			997			$	(20,465)	$	491,964
Net income	—		—		—			—			52,455		—		—			—			52,455
Other comprehensive income, net of tax of $65	—		—		—			—			—		147		—			—			147
Dividends	—		—		—			—			(13,336)		—		—			—			(13,336)

Treasury stock purchases	—		—		—			—			—		—		191			(8,163)			(8,163)
Restricted shares forfeited	(7)		(75)		—			—			—		—		—			—			(75)
Share-based compensation expense	251		4,255		—			—			—		—		—			—			4,255

Balance, July 25, 2026	11,871		$	87,796		4,125			$	670		$	462,809		$	4,600			1,188			$	(28,628)	$	527,247

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
	Years ended
	July 25, 2026		July 26, 2025		July 27, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	52,455			$	56,380		$	50,462
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	36,564			36,654			35,461
Share-based compensation expense	4,180			3,406			3,993
Non-cash pension settlement loss (gain)	298			(859)			—
Deferred taxes	4,544			3,510			(170)
Provision to value inventories at LIFO	794			593			551

Impairment of assets	—			1,462			2,125
Gain on sale of assets	(32)			(2)			(233)
Changes in assets and liabilities:
Merchandise inventories	(1,718)			(5,278)			(2,775)
Patronage dividend receivable	(726)			1,924			(3,602)
Accounts payable to Wakefern	4,863			1,834			1,690
Accounts payable and accrued expenses	5,027			1,888			(1,209)
Accrued wages and benefits	1,361			(485)			2,636
Income taxes receivable and payable	4,256			(2,716)			(11,735)
Other assets and liabilities	(3,066)			(5,034)			3,680
Net cash provided by operating activities	108,800			93,277			80,874

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(53,741)			(58,765)			(63,113)
Proceeds from the sale of assets	4,504			2			233
Investment in notes receivable from Wakefern	(8,085)			(8,343)			(41,991)
Investment in real estate partnerships	—			(339)			(6,480)
Investment in notes receivable related to New Markets Tax Credit financing	(4,431)			—			—
Maturity of notes receivable from Wakefern	—			—			33,338
Acquisition of lease right-of-use assets	—			(8,133)			—

Net cash used in investing activities	(61,753)			(75,578)			(78,013)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt	6,000			—			—
Debt issuance costs	(437)			—			—
Proceeds from issuance of notes payable to related parties	222			—			—
Principal payments of long-term debt	(11,193)			(11,006)			(11,003)


Dividends	(13,336)			(13,308)			(13,341)
Treasury stock purchases, including shares surrendered for withholding taxes	(8,163)			—			(2,211)
Proceeds from exercise of stock options	—			53			45

Net cash used in financing activities	(26,907)			(24,261)			(26,510)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	20,140			(6,562)			(23,649)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	110,699			117,261			140,910
CASH AND CASH EQUIVALENTS, END OF YEAR	$	130,839			$	110,699		$	117,261

SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
Interest	$	3,382			$	3,751		$	4,135
Income taxes	12,367			24,695			34,160

NONCASH SUPPLEMENTAL DISCLOSURES:
Investment in Wakefern and increase in notes payable to Wakefern	$	—			$	—		$	31
Capital expenditures included in accounts payable and accrued expenses	10,782			9,350			5,972

See notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts are in thousands, except per share data)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Village Super Market, Inc. (the \"Company\" or \"Village\") operates a chain of 34 supermarkets under the ShopRite and Fairway names in New Jersey (26), New York (6), Maryland (1) and Pennsylvania (1) and three specialty markets under the Gourmet Garage name in New York City. The Company is a member of Wakefern Food Corporation (\"Wakefern\"), the nation's largest retailer-owned food cooperative and owner of the ShopRite, Fairway and Gourmet Garage names. This relationship provides Village many of the economies of scale in purchasing, distribution, store and own branded products, advanced retail technology, marketing and advertising associated with chains of greater size and geographic coverage.

Principles of Consolidation

The consolidated financial statements include the accounts of Village Super Market, Inc. and its subsidiaries, which are wholly owned. Intercompany balances and transactions have been eliminated.

Certain amounts have been reclassified in the fiscal 2025 and 2024 consolidated statements of cash flows to conform to the fiscal 2026 presentation.

Fiscal Year

The Company and its subsidiaries utilize a 52-53 week fiscal year ending on the last Saturday in the month of July. Fiscal 2026, 2025 and 2024 each contain 52 weeks.

Use of Estimates

In conformity with U.S. generally accepted accounting principles, management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods presented herein. Some of the more significant estimates are patronage dividends, accounting for contingencies, accounting for derivative instruments and hedging activities, and the impairment of long-lived assets, goodwill and indefinite-lived intangible assets. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized at the point of sale to the customer, including pharmacy sales. Digital channel sales are recognized either upon pickup in-store or upon delivery to the customer, including any related service revenues. Sales tax is excluded from revenue.

Discounts provided to customers through store coupons and loyalty programs are recognized as a reduction of sales as products are sold. Discounts provided to customers by vendors are not recognized as a reduction in sales. Rather, the Company records a receivable from the vendor for the difference in sales price and payment received from the customer.

The Company does not recognize revenue when it sells gift cards redeemable at Wakefern member stores. Payment collected from customers for sale of these gift cards is passed on to Wakefern as they can be redeemed at other locations, including those operated by Wakefern or other Wakefern members. Revenue is recognized and a receivable from Wakefern is recorded when a customer redeems these gift cards to purchase products or services at the Company's stores.

Disaggregated Revenues

The following table presents the Company's sales by product categories during each of the periods indicated:


	Years Ended
		July 25, 2026	July 26, 2025	July 27, 2024
				Amount		%		Amount		%		Amount		%
Center Store (1)				$	1,412,134			58.7	%		$	1,384,040			59.7	%	$	1,337,701		59.8	%
Fresh (2)				876,059			36.4	%		833,038			35.9	%		806,202		36.0	%
Pharmacy				103,521			4.3	%		93,453			4.0	%		82,276		3.7	%
Other (3)				13,993			0.6	%		10,159			0.4	%		10,387		0.5	%
Total Sales				$	2,405,707			100.0	%		$	2,320,690			100.0	%	$	2,236,566		100.0	%

(1)Consists primarily of grocery, dairy, frozen, health and beauty care, general merchandise and liquor.

(2)Consists primarily of produce, meat, deli, seafood, bakery, prepared foods and floral.

(3)Consists primarily of sales related to other income streams, including service fees related to digital sales, wholesale sales and gift card, lottery and other third-party commissions.

Cost of Sales

Cost of sales consists of costs of inventory, inbound freight charges and production costs at the Company's centralized commissary, including materials, labor and overhead. Depreciation expense of $2,057, $2,256 and $2,012 related to the centralized commissary is included in cost of sales in fiscal 2026, 2025 and 2024, respectively.

The Company receives vendor allowances and rebates, including the patronage dividend and amounts received as a pass through from Wakefern, related to the Company's buying and merchandising activities. Vendor allowances and rebates are recognized as a reduction in cost of sales when the related merchandise is sold or when the required contractual terms are completed.

Shipping and handling costs associated with the Company's digital sales are included in operating and administrative expense.

Operating and Administrative Expense

Operating and administrative expense consists primarily of store and corporate costs, including employee salaries, wages, company-sponsored and multi-employer health and welfare, pension and defined contribution benefits, supplies, advertising, utilities, facility repairs and maintenance, rent, occupancy costs and administrative expenses.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Included in cash and cash equivalents are proceeds due from credit and debit card transactions, which typically settle within five business days, of $13,058 and $12,493 as of July 25, 2026 and July 26, 2025, respectively. Included in cash and cash equivalents as of July 25, 2026 and July 26, 2025 are $111,776 and $92,003, respectively, of demand deposits invested at Wakefern at overnight money market rates.

Merchandise Inventories

Approximately 65% and 64% of the Company's merchandise inventories were valued using the last-in, first-out (\"LIFO\") method as of July 25, 2026 and July 26, 2025, respectively, while the remaining inventories were valued using the first-in, first-out (\"FIFO\") method. If the FIFO method had been used for all merchandise inventories, inventories would have been $23,176 and $22,382 higher than reported as of July 25, 2026 and July 26, 2025, respectively.

Property, Equipment and Fixtures

Property, equipment and fixtures are recorded at cost. Interest cost incurred to finance construction is capitalized as part of the cost of the asset. Maintenance and repairs are expensed as incurred.

Depreciation is recognized on a straight-line basis over estimated useful lives of thirty years for buildings, five to seven years for store fixtures and equipment, and three to seven years for computer equipment and software, shopping carts and vehicles. Leasehold improvements are amortized over the shorter of the related lease terms or the estimated useful lives of the related assets.

When assets are sold or retired, their cost and accumulated depreciation are removed from the accounts, and any gain or loss is reflected in the consolidated financial statements.

Investments

The Company's investments in its principal supplier, Wakefern, and a Wakefern affiliate, Insure-Rite, Ltd., are stated at cost (see Note 3). Village evaluates its investments in Wakefern and Insure-Rite, Ltd. for impairment through consideration of previous, current and projected levels of profit of those entities.

The Company's 20% to 50% investments in certain real estate partnerships are accounted for under the equity method. One of these partnerships is a variable interest entity which does not require consolidation as Village is not the primary beneficiary (see Note 7).

Store Opening and Closing Costs

All store opening costs are expensed as incurred. The Company records a liability for the future minimum lease payments and related costs for closed stores from the date of closure to the end of the remaining lease term, net of estimated cost recoveries that may be achieved through subletting, discounted using a risk-adjusted interest rate.

Leases

The Company determines if an arrangement is a lease at inception, and recognizes a finance or operating lease liability and asset for all leases with terms of more than 12 months at the lease commencement date. Finance and operating lease liabilities represent the present value of minimum lease payments not yet paid. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate as the discount rate implicit within its leases is generally not determinable. The Company's incremental borrowing rate reflects the rate it would pay to borrow on a secured basis, and incorporates the term and economic environment of the lease. Each renewal option is evaluated when recognizing the lease right-of-use assets and liabilities, and the Company utilizes the lease term for which it is reasonably certain to use the underlying asset. The Company is obligated under all leases to pay for real estate taxes, utilities and liability insurance, and under certain leases to pay additional amounts based on maintenance and a percentage of sales in excess of stipulated amounts. The Company accounts for rent holidays, escalating rent provisions and construction allowances related to operating leases in rent expense on a straight-line basis over the term of the lease. Finance lease payments are charged to interest expense and depreciation and amortization expense over the lease term. Additional information on leases is provided in Note 7.

Advertising

Advertising costs are expensed as incurred. Advertising expense was $9,596, $11,582 and $12,174 in fiscal 2026, 2025 and 2024, respectively.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

The Company recognizes a tax benefit for uncertain tax positions if it is \"more likely than not\" that the position is sustainable, based on its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with a taxing authority having full knowledge of all relevant information.

Derivative Instruments and Hedging Activities

The Company records all derivatives on the balance sheet at fair value. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. The Company records changes in the fair value of its interest rate swap contracts to accumulated other comprehensive income (\"AOCI\"), net of taxes, as the Company has elected to designate its swaps as cash flow hedges and apply hedge accounting when the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Additional information on derivative and hedging activities is provided in Note 5.

Fair Value

Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. The fair value guidance establishes a three-level hierarchy to prioritize the inputs used in measuring fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability.

Cash and cash equivalents, patronage dividend receivable, income taxes receivable/payable, accounts payable and accrued expenses are reflected in the consolidated financial statements at carrying value, which approximates fair value because of the short-term maturity of these instruments. The carrying values of the Company's notes receivable from Wakefern approximate their fair value as interest is earned at variable market rates. As the Company's investment in Wakefern can only be sold to Wakefern at amounts that approximate the Company's cost, it is not practicable to estimate the fair value of such investment.

Long-Lived Assets

The Company reviews the carrying values of its long-lived assets, such as property, equipment and fixtures and operating lease assets on an individual store basis for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Factors considered by the Company that could result in an impairment triggering event include a current period operating or cash flow loss, underperformance of a store relative to historical or expected operating results, and significant negative industry or economic trends. If an impairment triggering event is identified, the Company analyzes the undiscounted estimated future net cash flows from asset groups at the store level to determine if the carrying value of such assets are recoverable from their respective cash flows. If impairment is indicated, it is measured by comparing the fair value of the long-lived asset groups to their carrying value. For assets held for sale, the Company recognizes an impairment based on the excess of the carrying value plus estimated costs of disposal over the fair value.

No impairment charges were recorded in fiscal 2026. In fiscal 2025, Company recognized non-cash impairment charges of $1,462 on the long-lived assets of one Gourmet Garage store and real estate assets classified as held for sale related to the closed automated micro-fulfillment center in south New Jersey. In fiscal 2024, the Company recognized non-cash impairment charges of $2,125 related to the closure of the automated micro-fulfillment center.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and indefinite-lived intangible assets are tested at the end of each fiscal year, or more frequently if circumstances dictate, for impairment. The Company's indefinite-lived intangible assets balance of $13,299 as of July 25, 2026 and July 26, 2025 are related to the Fairway and Gourmet Garage trade names. An impairment loss is recognized to the extent that the carrying amount of goodwill and indefinite-lived intangible assets exceeds its implied fair value. Village considers earnings multiples and other valuation techniques to measure fair value of goodwill at the reporting unit level, in addition to the value of the Company's stock. The fair value of trade names are estimated based on the discounted cash flow model using the relief from royalty method.

Net Income per Share

The Company has two classes of common stock. Class A common stock is entitled to cash dividends as declared 54% greater than those paid on Class B common stock. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time.

The Company utilizes the two-class method of computing and presenting net income per share. The two-class method is an earnings allocation formula that calculates basic and diluted net income per share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. Under the two-class method, Class A common stock is assumed to receive a 54% greater participation in undistributed earnings than Class B common stock, in accordance with the classes' respective dividend rights. Unvested share-based payment awards that contain nonforfeitable rights to dividends are treated as participating securities and therefore included in computing net income per share using the two-class method.

Diluted net income per share for Class A common stock is calculated utilizing the if-converted method, which assumes the conversion of all shares of Class B common stock to Class A common stock on a share-for-share basis, as this method is more dilutive than the two-class method. Diluted net income per share for Class B common stock does not assume conversion of Class B common stock to shares of Class A common stock.

The table below reconciles net income to net income available to Class A and Class B shareholders:


	Years Ended
	July 25, 2026		July 26, 2025		July 27, 2024

Net income	$	52,455			$	56,380		$	50,462
Distributed and allocated undistributed net income to unvested restricted shareholders	1,414			1,870			1,866
Net income available to Class A and Class B shareholders	$	51,041			$	54,510		$	48,596

The tables below reconcile the numerators and denominators of basic and diluted net income per share for all periods presented.


	Years Ended
	July 25, 2026		July 26, 2025		July 27, 2024
	Class A		Class B		Class A		Class B	Class A		Class B
Numerator:
Net income allocated, basic	$	40,492			$	10,549		$	43,108		$	11,402		$	38,260	$	10,336
Conversion of Class B to Class A shares	10,549			—			11,402		—		10,336		—

Net income allocated, diluted	$	51,041			$	10,549		$	54,510		$	11,402		$	48,596	$	10,336

Denominator:
Weighted average shares outstanding, basic	10,282			4,125			10,170		4,144		10,109		4,204
Conversion of Class B to Class A shares	4,125			—			4,144		—		4,204		—

Weighted average shares outstanding, diluted	14,407			4,125			14,314		4,144		14,313		4,204

Net income per share is as follows:


	Years Ended
	July 25, 2026		July 26, 2025	July 27, 2024
	Class A		Class B	Class A		Class B	Class A		Class B
Basic	$	3.94		$	2.56		$	4.24		$	2.75	$	3.78	$	2.46
Diluted	$	3.54		$	2.56		$	3.81		$	2.75	$	3.40	$	2.46

Non-vested restricted Class A shares of 251, 427 and 456, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation as of July 25, 2026, July 26, 2025 and July 27, 2024, respectively, due to their anti-dilutive effect.

Share-Based Compensation

All share-based payments to employees are recognized in the financial statements as compensation costs based on the fair market value on the date of the grant.

Benefit Plans

The Company recognizes the funded status of its Company sponsored retirement plans on the consolidated balance sheet. Actuarial gains or losses, curtailments, prior service costs or credits, and transition obligations not previously recognized are recorded as a component of AOCI. The Company uses July 31 as the measurement date for these plans.

The Company also contributes to several multi-employer pension plans under the terms of collective bargaining agreements that cover certain union-represented employees. Pension expense for these plans is recognized as contributions are made.

Recently Adopted Accounting Standards

In December 2023, the Financial Accounting Standards Board (\"FASB\") issued Accounting Standards Update (\"ASU\") No. 2023-09, \"Improvements to Income Tax Disclosures\" (\"ASU 2023-09\"). ASU 2023-09 is intended to enhance the transparency and usefulness of annual income tax disclosures. Among its provisions, ASU 2023-09 requires disclosure of a reconciliation between an entity's effective tax rate, which is calculated by dividing each fiscal period's income tax provision by pretax income, and its statutory rate utilizing specific categories, along with a separate disclosure for reconciling items that meet a 5% quantitative threshold. In addition, ASU 2023-09 requires disclosure of income taxes paid (net of refunds received), disaggregated by federal and state, as well as by individual jurisdictions if a 5% quantitative threshold is met. The Company adopted ASU 2023-09 in fiscal 2026 and applied its provisions on a prospective basis. Other than the new disclosure requirements, ASU 2023-09 did not have an impact on the Company's consolidated financial statements. See Note 6 for further discussion of income taxes.

Recently Issued Accounting Standards

The Company monitors accounting standards recently issued by the FASB to assess their impact on the consolidated financial statements, if any.

Accounting for and Disclosure of Software Costs

In September 2025, the FASB issued ASU No. 2025-06, \"Targeted Improvements to the Accounting for Internal-Use Software\" (\"ASU 2025-06\"). Among its provisions, ASU 2025-06 modernizes and clarifies the threshold for when an entity is required to start capitalizing internal-use software costs, which occurs when (i) management has authorized and committed to funding a software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance in ASU 2025-06, which can be applied prospectively, retrospectively, or via a modified transition approach, becomes effective for the Company beginning in its fiscal year ending July 28, 2029 (\"fiscal 2029\"), with early adoption permitted. The Company is evaluating the impact that the guidance will have on its consolidated financial statements and related disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, \"Disaggregation of Income Statement Expenses\" (\"ASU 2024-03\"). ASU 2024-03 requires interim and annual tabular disclosure of disaggregated information for certain income statement expense captions. Specific expense categories required to be disclosed quantitatively include inventory purchases, employee compensation, depreciation and intangible asset amortization, as well as other specified expense categories currently disclosed under existing disclosure requirements. Any remaining amounts that are not separately disaggregated are required to be described qualitatively. ASU 2024-03 also requires separate disclosure of total selling expenses incurred each reporting period, with annual disclosure of the entity's definition of selling expenses. The annual disclosures required by ASU 2024-03 are effective for the Company beginning in its fiscal year ending July 29, 2028 (\"fiscal 2028\"), with interim disclosures effective beginning in fiscal 2029. The provisions of ASU 2024-03 are to be applied prospectively, although retrospective application is permitted. Early adoption is also permitted. Other than the new disclosure requirements, ASU 2024-03 will not have an impact on the Company's consolidated financial statements.

NOTE 2 — PROPERTY, EQUIPMENT AND FIXTURES

Property, equipment and fixtures are comprised as follows:


	July 25, 2026		July 26, 2025
Land and buildings	$	157,752			$	157,653
Store fixtures and equipment	379,756			380,890
Leasehold improvements	256,722			243,696
Leased property under finance leases	25,211			25,211
Construction in progress	36,580			17,625
Vehicles	1,395			1,422
Total property, equipment and fixtures	857,416			826,497
Accumulated depreciation	(498,895)			(487,414)
Accumulated amortization of property under finance leases	(17,141)			(16,194)
Property, equipment and fixtures, net	$	341,380			$	322,889

Amortization of leased property under finance leases is included in depreciation and amortization expense.

NOTE 3 — RELATED PARTY INFORMATION – WAKEFERN

The Company's ownership interest in its principal supplier, Wakefern, which is operated on a cooperative basis for its stockholder members, is 13.0% of the outstanding shares of Wakefern as of July 25, 2026. The investment is stated at cost and is pledged as collateral for any obligations to Wakefern. In addition, all obligations to Wakefern are personally guaranteed by certain shareholders of Village.

The Company is obligated to purchase 85% of its primary merchandise requirements from Wakefern until ten years from the date that stockholders representing 75% of Wakefern sales notify Wakefern that those stockholders request that the Wakefern Stockholder Agreement be terminated. If this purchase obligation is not met, Village is required to pay Wakefern's profit contribution shortfall attributable to this failure. Similar payments are due if Wakefern loses volume by reason of the sale of Company stores or a merger with another entity. Village fulfilled the above obligation in fiscal 2026, 2025 and 2024. The Company also has an investment of approximately 9% in Insure-Rite, Ltd., a Wakefern affiliated company, which provides Village with liability and property insurance coverage.

Wakefern has increased from time to time the required investment in its common stock for each supermarket owned by a member, with the exact amount per store computed based on the amount of each store's purchases from Wakefern. As of July 25, 2026, the Company's indebtedness to Wakefern for the outstanding amount of these stock subscriptions was $396, of which $371 is recorded in notes payable to Wakefern and $25 is recorded in notes payable to Wakefern and other related parties in the consolidated balance sheet. Installment payments of $371 and $25 are due in fiscal 2027 and 2028, respectively. The maximum per store investment remained $975 in fiscal 2026. Village receives additional shares of common stock to the extent paid for at the end of each fiscal year (which ends on or about September 30) of Wakefern calculated at the then book value per share. The payments, together with any stock issued thereunder, at the option of Wakefern, may be null and void and all payments on this subscription shall become the property of Wakefern in the event the Company does not complete the payment of this subscription in a timely manner.

Village purchases substantially all of its merchandise from Wakefern. As a stockholder of Wakefern, Village earns a share of Wakefern's earnings, which are distributed as a \"patronage dividend.\" This dividend is based on a distribution of substantially all of Wakefern's operating profits for its fiscal year in proportion to the dollar volume of purchases by each member from Wakefern during that fiscal year. Patronage dividends are recorded as a reduction of cost of sales as merchandise is sold. Village accrues estimated patronage dividends due from Wakefern quarterly based on an estimate of the annual Wakefern patronage dividend and an estimate of Village's share of this annual dividend based on Village's estimated proportional share of the dollar volume of business transacted with Wakefern that year. Patronage dividends and other vendor allowances and rebates amounted to $41,841, $49,467 and $46,302 in fiscal 2026, 2025 and 2024, respectively.

Wakefern provides the Company with support services in numerous areas including advertising, liability and property insurance, supplies, certain equipment purchasing, coupon processing, certain financial accounting applications, retail technology support and other store services. Village incurred charges of $39,087, $41,539 and $42,459 from Wakefern in fiscal

2026, 2025 and 2024, respectively, for non-merchandise products and services, which are reflected in operating and administrative expense in the consolidated statements of operations. Additionally, the Company has certain related party leases (see Note 7) with Wakefern.

Wakefern has the right to prepay these notes at any time. Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.

The Company had demand deposits invested at Wakefern in the amount of $111,776 and $92,003 as of July 25, 2026 and July 26, 2025, respectively. These deposits earn overnight money market rates.

Interest income earned on investments with Wakefern was $12,631, $13,464 and $14,717 in fiscal 2026, 2025 and 2024, respectively.

NOTE 4 — DEBT

Long-term debt consists of the following:


	July 25, 2026		July 26, 2025

Secured term loans	$	41,108			$	45,378
Unsecured term loans	7,555			12,613
New Market Tax Credit Financing	5,467			—
Total debt	54,130			57,991
Less: current portion of long-term debt	8,763			9,370
Total long-term debt	$	45,367			$	48,621

Credit Facility

•An unsecured revolving line of credit providing a maximum amount available for borrowing of $75,000. Indebtedness under this agreement bears interest at the applicable SOFR plus 1.25% and expires on April 30, 2030.

interest rate swap for a notional amount equal to the term loan fixes the base SOFR at 1.41% per annum through January 28, 2037, resulting in a fixed effective interest rate of 2.91% on the term loan. The term loan is secured by the Galloway store shopping center.

The carrying values of the Company's long-term debt related to its Credit Facility approximate their fair value as interest is charged at variable market rates. The estimated fair values of the Company's long-term debt are based on Level 2 inputs.

New Markets Tax Credit

On December 19, 2025, the Company entered into a financing transaction with Valley National Bank Community Investment Fund, LLC (\"Valley Bank\") under a qualified New Markets Tax Credit (\"NMTC\") program related to the construction of a replacement store in East Orange, New Jersey. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the \"Act\") and is intended to induce capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their Federal income taxes for up to 39% of qualified investments in the equity of community development entities (\"CDEs\"). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments.

In connection with the financing, VSM New Markets II LLC (the \"Leverage Lender\") loaned $4,431 to DV-ShopRite QEI, LLC (the \"Investment Fund) at an interest rate of 1.00% per year and with a maturity date of December 10, 2051. Additionally, Valley Bank contributed $1,929 to the Investment Fund and, by virtue of such contribution, is entitled to substantially all of the tax benefits derived from the NMTC. The Investment Fund is a wholly owned subsidiary of Valley Bank.

The Investment Fund then contributed $6,000 of the proceeds to a CDE, which, in turn, loaned combined funds of $5,563, net of debt issuance costs of $437, to Village Super Market of Brick Church LLC, a wholly-owned subsidiary of the Company, pursuant to a loan agreement with NJCC CDE 49 LLC (the \"Loan Agreement\") at an annual interest rate of approximately 1.24%, payable quarterly, and with a maturity date of December 19, 2055. The loans payable related to the NMTC program, net of debt issuance costs, are recorded in long-term debt in the consolidated balance sheets. The proceeds of the loans from the CDE were used to partially fund the construction of the East Orange replacement store.

The NMTC is subject to 100% recapture for a period of seven years. The Company is required to maintain compliance with various regulations and contractual provisions that apply to the NMTC program. Noncompliance could result in Valley Bank's projected tax benefits not being realized and, therefore, require the Company to indemnify Valley Bank for any loss or recapture of NMTCs. The Company does not anticipate any credit recapture will be required in connection with this financing arrangement. The transaction includes a put/call provision whereby the Company may be obligated or entitled to repurchase Valley Bank's interest in the Investment Fund. The value attributed to the put/call is de minimis. The Company expects that Valley Bank will exercise the put option in December 2032, at the end of the recapture period, resulting in a pretax benefit to the Company of $1,569. The Company is recognizing this benefit, together with the debt issuance costs, over the seven-year compliance period in operating and administrative expense and interest expense, respectively.

The Company and its Chief Executive Officer, John J. Sumas, entered into a joint venture agreement to form the Leverage Lender. The Company and Mr. Sumas have a 95% and 5% ownership interest in the Leverage Lender, respectively. Pursuant to a promissory note entered into between Mr. Sumas and the Leverage Lender on December 19, 2025 (the \"Promissory Note\"), Mr. Sumas provided a $222 loan to the Leverage Lender to partially fund the $4,431 leverage loan between the Leverage Lender and the Investment Fund and the remainder of the funds required for the leverage loan were funded by the Company. The Promissory Note between Mr. Sumas and the Leverage Lender, an affiliate of the Company, bears an annual interest rate of 7.00%, payable quarterly, matures on March 31, 2033 and is recorded in notes payable to Wakefern and other related parties in the consolidated balance sheets. The related interest expense paid to Mr. Sumas during fiscal 2026 was de minimis. The leverage loan receivable of $4,431 is recorded in other assets in the consolidated balance sheets and includes interest only quarterly payments that commenced in March 2026.

NOTE 5 — DERIVATIVES AND HEDGING ACTIVITIES

The Company is exposed to interest rate risk arising from fluctuations in SOFR related to the Company's Credit Facility. The Company manages exposure to this risk and the variability of related cash flows primarily by the use of derivative financial instruments, specifically, interest rate swaps.

The Company's objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

As of July 25, 2026, the Company had five interest rate swaps with an aggregate initial notional value of $99,975 to hedge the variable cash flows associated with variable-rate loans under the Company's Credit Facility. The interest rate swaps were executed for risk management and are not held for trading purposes. The objective of the interest rate swaps is to hedge the variability of cash flows resulting from fluctuations in the reference rate. The swaps replaced the applicable reference rate with fixed interest rates and payments are settled monthly when payments are made on the variable-rate loans. The Company's derivatives qualify and have been designated as cash flow hedges of interest rate risk. The gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the variable-rate loans. The Company reclassified $1,483, $2,240 and $3,027 during fiscal 2026, 2025 and 2024, respectively, from AOCI to interest expense.

The notional value of the interest rate swaps was $48,803 as of July 25, 2026. The fair value of interest rate swaps is included in the following captions on the consolidated balance sheets as of July 25, 2026 and July 26, 2025:


	July 25, 2026		July 26, 2025
Other assets	$	5,228		$	5,671

The fair values of the Company's interest rate swaps are based on Level 2 inputs, including the present value of estimated future cash flows based on market expectations of the yield curve on variable interest rates.

NOTE 6 — INCOME TAXES

The components of the provision for income taxes are as follows:


	Years Ended
	July 25, 2026		July 26, 2025		July 27, 2024
Federal:
Current	$	8,926			$	11,372		$	12,348
Deferred	3,623			3,803			1,148

State:
Current	7,698			10,557			10,077
Deferred	921			(293)			(1,318)
Total income taxes	$	21,168			$	25,439		$	22,255

In accordance with the Company's prospective adoption of ASU 2023-09 (see Note 1), a reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate is as follows:


	Year Ended
	July 25, 2026
	Amount		Percent
Income taxes at the U.S. federal statutory rate	$	15,461			21.0	%
State and local income taxes, net of Federal income effect (1)	6,808			9.2	%
Non-taxable or non-deductible items:
Excess tax benefits from share-based compensation	(1,194)			(1.6	%)
Non-deductible executive compensation	565			0.8	%

Other non-taxable or non-deductible items	(173)			(0.2	%)
Tax credits:
Work opportunity tax credits	(299)			(0.4	%)




Total income taxes and effective tax rate	$	21,168			28.8	%

(1)State taxes in New Jersey made up the majority (greater than 50%) of the tax effect in this category.

In accordance with the disclosure requirements in effect prior to the adoption of ASU 2023-09, a reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate is as follows:


	Years Ended
	July 26, 2025		July 27, 2024
Statutory federal income tax rate	21.0	%		21.0	%
State income taxes, net of federal tax benefit	9.9	%		10.2	%




Other	0.2	%		(0.6	%)
Effective income tax rate	31.1	%		30.6	%

In accordance with the Company's prospective adoption of ASU 2023-09, disclosure of disaggregated cash paid for income taxes, net of refunds received, in fiscal 2026 is as follows:


	Year Ended
	July 25, 2026
Federal	$	4,020
State and local:
New Jersey	6,504
New York State	880
New York City	823


Other	140
Total cash paid for income taxes, net of refunds	$	12,367

Cash paid for income taxes, net of refunds received, was $24,695 and $34,160 in fiscal 2025 and 2024, respectively.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows:


	July 25, 2026		July 26, 2025
Deferred tax assets:
Lease liabilities	$	81,509			$	86,132

Compensation related costs	4,466			6,282
Pension costs	926			1,127
Other	683			849
Total deferred tax assets	87,584			94,390

Deferred tax liabilities:
Tax over book depreciation	28,238			25,770
Lease assets	71,608			76,329
Patronage dividend receivable	4,196			4,022
Investment in partnerships	1,403			1,437
Other	1,645			1,731
Total deferred tax liabilities	107,090			109,289
Net deferred tax liability	$	(19,506)			$	(14,899)

Deferred income tax assets (liabilities) are included in the following captions on the consolidated balance sheets as of July 25, 2026 and July 26, 2025:


	July 25, 2026	July 26, 2025
Other assets	2,305		3,252
Other liabilities	(21,811)		(18,151)

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. In management's opinion, in view of the Company's previous, current and projected taxable income and reversal of deferred tax liabilities, such tax assets will more likely than not be fully realized. Accordingly, no valuation allowance was deemed to be required as of July 25, 2026 and July 26, 2025.

The Company files income tax returns with federal, state and local tax authorities, and is open to examination with varying statutes of limitations, generally ranging from three to four years.

NOTE 7 — LEASES

Description of Leasing Arrangements

The Company leases 28 retail stores, as well as a commissary, its corporate headquarters and equipment as of July 25, 2026. The majority of initial lease terms range from 20 to 30 years. Most of the Company's leases contain renewal options at increased rents of five years each at the Company's sole discretion. These options enable Village to retain the use of facilities in desirable operating areas.

The composition of total lease cost is as follows:


		Years Ended
	Classification in the Consolidated Statements of Operations	July 25, 2026		July 26, 2025		July 27, 2024
Operating lease cost	Operating and administrative expense	$	36,798			$	36,075		$	36,989
Finance lease cost:
Amortization of leased assets	Depreciation and amortization expense	947			947			947
Interest on lease liabilities	Interest expense	1,621			1,719			1,802
Variable lease cost	Operating and administrative expense	25,410			21,423			22,044
Total lease cost		$	64,776			$	60,164		$	61,782

As of July 25, 2026 and July 26, 2025, finance lease right-of-use assets of $8,070 and $9,017, respectively, are included in property, equipment and fixtures, net in the Company's consolidated balance sheets. Maturities of operating and finance lease liabilities, including options to extend lease terms that are reasonably certain of being exercised, as of July 25, 2026 are as follows:


	Operating Leases		Finance Leases		Total
Fiscal 2027	$	33,413			$	2,657		$	36,070
Fiscal 2028	35,330			2,893			38,223
Fiscal 2029	34,195			2,893			37,088
Fiscal 2030	32,512			3,046			35,558
Fiscal 2031	31,085			3,135			34,220
Thereafter	161,628			11,326			172,954
Total lease payments	328,163			25,950			354,113
Less amount representing interest	79,446			7,943			87,389
Present value of lease liabilities	$	248,717			$	18,007		$	266,724

The Company has no future payment obligations related to lease agreements that have not yet commenced but have been executed as of July 25, 2026.

As of July 25, 2026, the Company's lease terms and discount rates are as follows:


	July 25, 2026		July 26, 2025
Weighted-average remaining lease term (years)
Operating leases	11.7		12.1
Finance leases	9.7		10.6
Weighted-average discount rate
Operating leases	4.6	%		4.5	%
Finance leases	8.6	%		8.6	%

Supplemental cash flow information related to leases is as follows:


	Years Ended
	July 25, 2026		July 26, 2025		July 27, 2024
Cash paid for amounts in the measurement of lease liabilities:
Operating cash flows from operating leases	$	36,043			$	35,303		$	35,618
Operating cash flows from finance leases	1,621			1,719			1,802
Financing cash flows from finance leases	1,305			1,138			887
Lease obligations obtained in exchange for right-of-use assets (non-cash)	10,633			13,918			12,727

Related Party Leases

The Company leases a supermarket from a realty firm 30% owned by certain Village officers and members of the Board of Directors. The Company paid rent to related parties under this lease of $812, $735 and $735 in fiscal 2026, 2025 and 2024, respectively, and has a related lease obligation of $9,140 as of July 25, 2026. This lease was extended in fiscal 2026 and expires in fiscal 2041, with options to extend at increasing annual rent.

The Company has ownership interests in four real estate partnerships. Village paid aggregate rents to three of these partnerships for leased stores of $2,223, $2,159 and $1,827 in fiscal 2026, 2025 and 2024, respectively, and has related aggregate lease obligations of $14,279 as of July 25, 2026.

One of these partnerships is a variable interest entity, which is not consolidated as Village is not the primary beneficiary. This partnership owns one property, a stand-alone supermarket leased to the Company since 1974. Village is a general partner entitled to 33% of the partnership's profits and losses.

NOTE 8 — SHAREHOLDERS' EQUITY

The Company has two classes of common stock. Class A common stock is entitled to one vote per share and to cash dividends as declared 54% greater than those paid on Class B common stock. Class B common stock is entitled to 10 votes per share. Class A and Class B common stock share equally on a per share basis in any distributions in liquidation. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time. Class B common stock is not transferable except to another holder of Class B common stock or by will or under the laws of intestacy or pursuant to a resolution of the Board of Directors of the Company approving the transfer. As a result of this voting structure, the holders of the Class B common stock control greater than 50% of the total voting power of the shareholders of the Company and control the election of the Board of Directors.

The Company has authorized 10,000 shares of preferred stock. No shares have been issued. The Board of Directors is authorized to designate series, preferences, powers and participation of any preferred stock issued.

The Company maintains share repurchase programs that comply with Rule 10b5-1 under the Securities Exchange Act of 1934. Repurchases of Village Class A common stock may be made from time to time through a variety of methods, including open market purchases and other negotiated transactions. In September 2019, the Company's Board of Directors authorized an incremental $5,000 share repurchase program, supplementing the existing authorization. No open market purchases were made under the Company's Class A share repurchase program in fiscal 2026 and 2025, while purchases of $1,854 were made in fiscal 2024. The remaining availability under the Company's Class A share repurchase program was $1,349 as of July 25, 2026.

In addition, $8,163 and $357 in shares of Class A common stock were surrendered in satisfaction of withholding taxes in connection with the vesting of restricted shares in fiscal 2026 and 2024, respectively. No shares of Class A common stock were surrendered in satisfaction of withholding taxes in fiscal 2025.

On December 16, 2016, the shareholders of the Company approved the Village Super Market, Inc. 2016 Stock Plan (the \"2016 Plan\") under which awards of incentive and non-qualified stock options and restricted stock may be made. There are 1,200 shares of Class A common stock authorized for issuance to employees and directors under the 2016 Plan, of which 453 shares remain for future grants at July 25, 2026. Terms and conditions of awards are determined by the Board of Directors.

Historically, restricted stock awards were primarily granted once every three years and cliff vested three years from the date of grant, subject to the individual's continued employment with the Company through the vesting date. Effective beginning with the March 2026 restricted stock awards granted, the Company transitioned from a three-year, cliff-vesting model to a three-year, graded-vesting model. Specifically, the Company's March 2026 restricted stock grant will vest in three installments, subject to the individual's continued employment through each applicable vesting date, as follows: one-half of the shares vest on March 16, 2027; one-third of the shares vest on March 14, 2028; and the remaining shares vest on March 13, 2029. Future restricted stock grants are expected to primarily occur annually in March and will vest in three equal installments over a three-year period following the date of grant (i.e., one-third each year), subject to the individual's continued employment through each applicable vesting date.

Total shared-based compensation expense recognized in connection with 2016 Plan was $4,180, $3,406 and $3,993 in fiscal 2026, 2025 and 2024, respectively. Total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was $2,617, $859 and $868 in fiscal 2026, 2025 and 2024, respectively.

The following table summarizes restricted stock activity during the fiscal years presented:


	Years Ended
	July 25, 2026	July 26, 2025		July 27, 2024
	Shares	Weighted-average grant date fair value		Shares	Weighted-average grant date fair value		Shares		Weighted-average grant date fair value
Nonvested at beginning of year	427		$	23.17		456			$	22.98		503		$	22.90
Granted	251		41.81		8			33.04			24		24.42
Vested	(420)		23.13		(16)			22.90			(43)		22.90
Forfeited	(7)		31.21		(21)			22.93			(28)		22.90
Nonvested at end of year	251		$	41.61		427			$	23.17		456		$	22.98

The total fair value of restricted shares vested during fiscal 2026, 2025 and 2024 was $18,006, $530 and $1,141 respectively.

As of July 25, 2026, there was $8,543 of total unrecognized compensation costs related to nonvested restricted stock granted. That cost is expected to be recognized over a weighted-average period of 1.3 years.

No stock options were granted or exercised during fiscal 2026. The following table summarizes stock option activity during the fiscal years presented:


	Years Ended
	July 26, 2025	July 27, 2024
	Shares	Weighted-average exercise price		Shares	Weighted-average exercise price
Outstanding at beginning of year	2		$	25.47		88		$	28.72

Exercised	(2)		25.47		(2)		27.71
Forfeited	—		—		(84)		28.82

Outstanding at end of year	—		$	—		2		$	25.47

Options exercisable at end of year	—		$	—		2		$	25.47

The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model. The Company uses historical data for similar groups of employees in order to estimate the expected life of options granted. Expected volatility is based on the historical volatility of the Company's stock for a period of years corresponding to the expected life of the option. The risk-free interest rate is based on the U.S. Treasury yield curve at the time of grant for securities with a maturity period similar to the expected life of the option.

The Company declared and paid cash dividends on common stock as follows:


	Years Ended
	July 25, 2026		July 26, 2025		July 27, 2024
Per share:
Class A common stock	$	1.00			$	1.00		$	1.00
Class B common stock	0.65			0.65			0.65

Aggregate:
Class A common stock	$	10,655			$	10,614		$	10,609
Class B common stock	2,681			2,694			2,732
	$	13,336			$	13,308		$	13,341

NOTE 9 — BENEFIT PLANS

Multi-Employer Pension Plans

The Company contributes to three multi-employer pension plans under collective bargaining agreements covering union-represented employees. These plans provide benefits to participants that are generally based on a fixed amount for each year of service. Based on the most recent information available, certain of these multi-employer plans are underfunded. The amount of any increase or decrease in Village's required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations and the actual return on assets held in the plans, among other factors.

The risks of participating in multi-employer pension plans are different from the risks of participating in single-employer pension plans in the following respects:

•Assets contributed to a multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.

•If a participating employer stops contributing to the plan, the unfunded obligations of the plan allocable to such withdrawing employer may be borne by the remaining participating employers.

•If the Company stops participating in some of its multi-employer pension plans, the Company may be required to pay those plans an amount based on its allocable share of the underfunded status of the plan, referred to as a withdrawal liability.

The Company's participation in these plans is outlined in the following tables. The \"EIN / Pension Plan Number\" column provides the Employer Identification Number (\"EIN\") and the three-digit pension plan number. The most recent \"Pension Protection Act Zone Status\" available in 2025 and 2024 is for the plan's year-end at December 31, 2025 and December 31, 2024, respectively, unless otherwise noted. Among other factors, generally, plans in the red zone are less than 65 percent funded, plans in the yellow zone are between 65 and 80 percent funded, and plans in the green zone are at least 80 percent funded. The \"FIP/RP Status Pending / Implemented\" column indicates plans for which a funding improvement plan (\"FIP\") or a rehabilitation plan (\"RP\") is either pending or has been implemented.


		Pension Protection Act Zone Status	FIP/RP Status Pending / Implemented	Contributions for the Years Ended (5)		Expiration date of Collective- Bargaining Agreement
Pension Fund	EIN / Pension Plan Number	2025	2024	July 25, 2026		July 26, 2025	July 27, 2024	Surcharge Imposed (6)
Pension Plan of Local 464A (1)	22-6051600-001	Green	Green	N/A	$	891		$	904		$	903	N/A	August 2030
UFCW Local 1262 & Employers Pension Fund (2) (4)	22-6074414-001	Red	Red	Implemented	2,716		2,691			2,656	No	October 2027
UFCW Regional Pension Plan (3) (4)	16-6062287-074	Red	Red	Implemented	1,437		1,391			1,330	No	June 2028
Total Contributions					$	5,044		$	4,986		$	4,889

(1)The information for this fund was obtained from the Form 5500 filed for the plan's year-end at December 31, 2025 and December 31, 2024.

(2)The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at December 31, 2024 and December 31, 2023.

(3)The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at September 30, 2025 and September 30, 2024.

(4)This plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010. There were no changes to the plan's zone status as a result of this election.

(5)The Company's contributions represent more than 5% of the total contributions received by each applicable pension fund for all periods presented.

(6)Under the Pension Protection Act, a surcharge may be imposed when employers make contributions under a collective bargaining agreement that is not in compliance with a rehabilitation plan. As of July 25, 2026, the collective bargaining agreements under which the Company was making contributions were in compliance with rehabilitation plans adopted by each applicable pension fund.

Other Multi-Employer Benefit Plans

The Company also contributes to various other multi-employer benefit plans that provide health and welfare benefits to active and retired participants. Total contributions made by the Company to these other multi-employer benefit plans were $38,786, $37,978 and $37,216 in fiscal 2026, 2025 and 2024, respectively.

Defined Contribution Plans

The Company sponsors a 401(k) savings plan for certain eligible associates. Company contributions under that plan, which are based on specified percentages of associate contributions, were $2,388, $2,266 and $2,028 in fiscal 2026, 2025 and 2024, respectively. The Company also contributes to union sponsored defined contribution plans for certain eligible associates. Company contributions under these plans were $3,877, $3,770 and $3,339 in fiscal 2026, 2025 and 2024, respectively.

Defined Benefit Plans

In fiscal 2026, the Company sponsored two defined benefit pension plans. One of the plans, which had been previously frozen, was terminated during fiscal 2026, resulting in a pre-tax settlement loss of $338. Prior to termination, the Company made a $433 contribution to fully fund the plan. Plan assets were liquidated to fund lump sum distributions to participants and purchase annuity contracts with an insurance company for all participants who did not elect a lump sum distribution. No benefit obligation or plan assets related to this plan remain as of July 26, 2026. The second plan is an unfunded, nonqualified plan providing supplemental pension benefits to certain executives.

Pension liabilities were $2,590 and $3,284 as of July 25, 2026 and July 26, 2025, respectively, and net periodic pension cost for the plans were expenses of $395 and $10 in fiscal 2026 and 2024, respectively, and a gain of $774 in fiscal 2025.

Additionally, the Company recognized a settlement gain of $859 in fiscal 2025 related to the non-qualified plan as benefits paid exceeded the sum of the service cost and interest cost components of net periodic pension cost.

NOTE 10 — COMMITMENTS AND CONTINGENCIES

Approximately 91% of our employees are covered by collective bargaining agreements. Contracts with the Company's seven unions have or will expire between March 2025 and August 2030. Approximately 12% of our associates are represented by unions whose contracts have already expired or expire within one year. Any work stoppages could have an adverse impact on our financial results.

The Company believes that all claims asserted by Wakefern are without legal and factual merit.

NOTE 11 — SEGMENT REPORTING

The Company operates a chain of supermarkets in New Jersey, New York, Maryland and Pennsylvania. The Company consists of one operating segment, the retail sale of food and nonfood products. The Company's supermarkets offer similar products to a similar base of customers. Processes for purchasing and distribution, and the regulatory environments they operate in, are all similar and predominantly centralized. The Company does not have any customer representing 10% or more of total revenues.

The Company's Chief Executive Officer and its President, together as a group, are the chief operating decision maker (\"CODM\"), defined within Accounting Standards Codification Topic 280, \"Segment Reporting.\" The CODM assesses performance and allocates resources using income before income taxes and net income. The CODM also uses these measures to evaluate and make decisions on budgets, opening, closing, remodeling or replacing stores, marketing decisions, and acquisitions. The CODM is provided asset information on a consolidated basis as is reported on the consolidated balance sheets.

The following table summarizes sales, significant expenses, income before income taxes and net income on the Company's single reportable segment:


	Years Ended
July 25, 2026		July 26, 2025	July 27, 2024

Sales:
Net Merchandise Sales	$	2,391,714		$	2,310,531		$	2,226,179
Other Sales (1)	13,993		10,159			10,387
Total Sales	2,405,707		2,320,690			2,236,566
Less:
Cost of sales	1,727,956		1,657,724			1,594,591
Store labor	214,313		209,816			206,715
Other operating and administrative expense (2)	364,615		345,222			337,633
Depreciation and amortization expense	34,507		34,398			33,449
Impairment of assets	—		1,462			2,125
Interest expense	3,382		3,751			4,135
Interest income	(12,689)		(13,502)			(14,799)
Income before income taxes	73,623		81,819			72,717
Income taxes	21,168		25,439			22,255
Net income	$	52,455		$	56,380		$	50,462

Capital expenditures and payments for other long-lived asset	$	53,741		$	66,898		$	63,113

(1)Other sales consist primarily of sales related to other income streams, including service fees related to digital sales, wholesale sales and gift card, lottery and other third-party commissions.

(2)Other operating and administrative expense includes fringe payroll and benefit costs, occupancy expenses, utility costs, other facility costs, advertising, other operating expenses, non-store selling, general and administrative expenses and income from equity method investments. The Company had equity method investments of $23,305, $23,124 and $21,303 as of July 25, 2026, July 26, 2025 and July 27, 2024, respectively.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Village Super Market, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Village Super Market, Inc. and subsidiaries (the Company) as of July 25, 2026 and July 26, 2025, the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for each of the fiscal years in the three-year period ended July 25, 2026, and the related notes (collectively, the consolidated financial statements). We also have audited the Company's internal control over financial reporting as of July 25, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 25, 2026 and July 26, 2025, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended July 25, 2026, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 25, 2026 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of indicators of impairment of long-lived assets

As discussed in Note 1 to the consolidated financial statements, the Company reviews its long-lived assets, such as property, equipment and fixtures and operating lease assets, for events or changes in circumstances that might indicate the carrying amount of an asset group may not be recoverable. The Company's judgment regarding the identification of impairment indicators is based, in part, on operational performance at the store level. Factors considered by the Company that could result in an impairment triggering event include a current period operating or cash flow loss, underperformance of a store relative to historical or expected operating results, and significant negative industry or economic trends. At July 25, 2026, the Company had property, equipment and fixtures, net and operating lease assets of $341,380 thousand and $237,177 thousand, respectively.

We identified the assessment of impairment triggering events related to long-lived assets as a critical audit matter. A high degree of auditor judgment was required to evaluate the Company's assessment of whether any of the following were indicators of impairment: (1) stores with current period operating or cash flow losses, (2) underperforming stores based on current period operating or cash flow results relative to their respective historical and expected results, and (3) negative industry or economic trends.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's long-lived asset impairment process. This included a control related to the Company's assessment of impairment triggering events. We assessed the Company's identification and evaluation of potential impairment triggering events by:

•inspecting operating results and cash flows by store to identify stores with current period losses

•comparing actual operating and cash flow results to historical results, expected results, industry and economic trends, and to the net book value of store assets for a selection of stores

•reading board of directors meeting minutes and available industry information.

/s/ KPMG LLP

We have served as the Company’s auditor since 1987.

Morristown, New Jersey

October 8, 2026

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

As required by Rule 13a-15 of the Exchange Act, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures at the end of the period covered by this report. This evaluation was carried out under the supervision, and with the participation, of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company's Chief Executive Officer, along with the Company's Chief Financial Officer, concluded that the Company's disclosure controls and procedures are effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. With the participation of the Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that the Company's internal control over financial reporting was effective as of July 25, 2026.

The Company's independent registered public accounting firm has audited the accompanying consolidated financial statements and the Company's internal control over financial reporting, as stated in their report, which is included in Item 8 of this Form 10-K.


John J. Sumas	John L. Van Orden
Chief Executive Officer	Chief Financial Officer
(Principal Executive Officer)	(Principal Financial Officer)

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in the Company's internal control over financial reporting during the fourth quarter of fiscal 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

During fiscal quarter ended July 25, 2026, no director or officer of the Company 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.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before October 26, 2026, in connection with its Annual Meeting scheduled to be held on December 11, 2026.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before October 26, 2026, in connection with its Annual Meeting scheduled to be held on December 11, 2026.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information in the table below is as of July 25, 2026. All data relates to the Village Super Market, Inc. 2016 Stock Plan as described in Item 8 of this Form 10-K.


Plan category	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)		(c)
Equity compensation plans approved by security holders	—		$	—		452,610
Equity compensation plans not approved by security holders	—		—		—

Additional information required by this Item 12 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before October 26, 2026, in connection with its annual meeting scheduled to be held on December 11, 2026.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before October 26, 2026, in connection with its annual meeting scheduled to be held on December 11, 2026.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item 14 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before October 26, 2026, in connection with its annual meeting scheduled to be held on December 11, 2026.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES


(a)(1)		Financial Statements:
		Consolidated Balance Sheets – July 25, 2026 and July 26, 2025
		Consolidated Statements of Operations – years ended July 25, 2026, July 26, 2025 and July 27, 2024
		Consolidated Statements of Comprehensive Income – years ended July 25, 2026, July 26, 2025 and July 27, 2024
		Consolidated Statements of Shareholders' Equity – years ended July 25, 2026, July 26, 2025 and July 27, 2024
		Consolidated Statements of Cash Flows – years ended July 25, 2026, July 26, 2025 and July 27, 2024
		Notes to consolidated financial statements
		Report of Independent Registered Public Accounting Firm (KPMG LLP, Morristown, NJ, Auditor Firm ID: 185)
(a)(2)		Financial Statement Schedules:
		All schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or the notes hereto.
(a)(3)		Exhibits:


Exhibit Number		Description
3.1		Restated Certificate of Incorporation of Village Super Market, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed with the SEC on October 12, 2017)
3.2		By-Laws of Village Super Market, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on December 19, 2018)
4.1		Credit Agreement, dated May 6, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 13, 2020)
4.2		First Amendment to Credit Agreement, dated September 1, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 8, 2020)
4.3		Amended and Restated Credit Agreement, dated January 28, 2022 (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on March 10, 2022)
4.4		First Amendment to Amended and Restated Credit Agreement, dated September 1, 2022 (incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K filed with the SEC on October 13, 2022)
4.5		Second Amendment to Amended and Restated Credit Agreement, dated January 27, 2023 (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on March 8, 2023)
4.6		Third Amendment to Amended and Restated Credit Agreement, dated April 21, 2025 (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on June 4, 2025)
4.7		Joinder to Amended and Restated Revolving Credit Note, dated January 28, 2022 (incorporated by reference to Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q filed with the SEC on March 10, 2022)
4.8		Term Note, dated May 12, 2020 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on May 13, 2020)
4.9		Joinder to Term Note, dated January 28, 2022 (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 10, 2022)
4.10		Converted Term Note, dated September 1, 2020 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on September 8, 2020)
4.11		Joinder to Converted Term Note, dated January 28, 2022 (incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 10, 2022)
4.12		Term Loan Note, dated January 28, 2022 (incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on March 10, 2022)
4.13		Term Loan Note, dated September 1, 2022 (incorporated by reference to Exhibit 4.13 to the Company's Annual Report on Form 10-K filed with the SEC on October 13, 2022)
4.14		Term Loan Note, dated January 27, 2023 (incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on March 8, 2023)
4.15*		Description of Securities
10.1		Wakefern By-Laws (incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K filed with the SEC on October 10, 2024)


Exhibit Number		Description
10.2		Stockholders Agreement, dated February 20, 1992, between the Company and Wakefern Food Corp. (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K filed with the SEC on October 12, 2017)
10.3†		Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed with the SEC on October 8, 2014)
10.4†		2016 Stock Plan (incorporated by reference to Appendix A to the Company's definitive Proxy Statement on Schedule 14A filed with the SEC on October 31, 2016)
10.5		60-Month Adjustable Rate Promissory Note, dated August 15, 2022 (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K filed with the SEC on October 13, 2022)
10.6		60-Month Adjustable Rate Promissory Note, dated August 15, 2022 (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K filed with the SEC on October 13, 2022)
10.7		60-Month Adjustable Rate Promissory Note, dated August 15, 2022 (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the SEC on October 13, 2022)
10.8		60-Month Adjustable Rate Promissory Note, dated September 28, 2022 (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K filed with the SEC on October 13, 2022)
10.9		60-Month Adjustable Rate Promissory Note, dated September 28, 2022 (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K filed with the SEC on October 13, 2022)
10.10		60-Month Adjustable Rate Promissory Note, dated September 28, 2022 (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K filed with the SEC on October 13, 2022)
10.11		60-Month Adjustable Rate Promissory Note, dated September 28, 2022 (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K filed with the SEC on October 13, 2022)
10.12		60-Month Adjustable Rate Promissory Note, dated September 28, 2022 (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K filed with the SEC on October 13, 2022)
10.13		60-Month Adjustable Rate Promissory Note, dated September 28, 2022 (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K filed with the SEC on October 13, 2022)
10.14		60-Month Adjustable Rate Promissory Note, dated February 15, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on March 6, 2024)
10.15		60-Month Adjustable Rate Promissory Note, dated February 15, 2024 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on March 6, 2024)
10.16		60-Month Adjustable Rate Promissory Note, dated February 15, 2024 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on March 6, 2024)
10.17		60-Month Adjustable Rate Promissory Note, dated February 15, 2024 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed with the SEC on March 6, 2024)
10.18		60-Month Adjustable Rate Promissory Note, dated February 15, 2024 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed with the SEC on March 6, 2024)
10.19		60-Month Adjustable Rate Promissory Note, dated February 15, 2024 (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed with the SEC on March 6, 2024)
10.20		Loan Agreement, dated December 19, 2025, by and between Village Super Market of Brick Church LLC and NJCC CDE 49 LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 29, 2025)
10.21		Promissory Note, dated December 19, 2025, by and between VSM New Markets II LLC and John J. Sumas (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on December 29, 2025)
14*		Village Super Market, Inc. Code of Ethics
19.1*		Village Super Market, Inc. Insider Trading Policy
21*		Subsidiaries of Registrant
23*		Consent of KPMG LLP, Independent Registered Public Accounting Firm
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
97		Village Super Market, Inc. Policy on Incentive-Based Compensation Recovery (incorporated by reference to Exhibit 97 to the Company's Annual Report on Form 10-K filed with the SEC on November 7, 2025)
99.1*		Earnings Release
101 INS*		Inline XBRL Instance Document
101 SCH*		Inline XBRL Taxonomy Extension Schema Document


Exhibit Number		Description
101 CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101 DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101 LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101 PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
		The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

The information in Exhibits 32.1 and 32.2 is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Village Super Market, Inc. under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


*	Filed herewith
†	Management contract or compensatory plan or arrangement.

ITEM 16. FORM 10-K SUMMARY

None.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


		VILLAGE SUPER MARKET, INC.

	By:	/s/ John J. Sumas	/s/ John Van Orden
		John J. Sumas	John Van Orden
		Chief Executive Officer	Chief Financial Officer
		(Principal Executive Officer)	(Principal Financial Officer)

Date: October 8, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on dates indicated:


	/s/ John J. Sumas	/s/ Steven Crystal
	John J. Sumas, Director	Steven Crystal, Director
	October 8, 2026	October 8, 2026

	/s/ Nicholas J. Sumas II	/s/ Stephen F. Rooney
	Nicholas J. Sumas II, Director	Stephen F. Rooney, Director
	October 8, 2026	October 8, 2026

	/s/ Robert Sumas	/s/ Perry J. Blatt
	Robert Sumas, Director	Perry J. Blatt, Director
	October 8, 2026	October 8, 2026

	/s/ John P. Sumas	/s/ Prasad Pola
	John P. Sumas, Director	Prasad Pola, Director
	October 8, 2026	October 8, 2026

	/s/ Kevin Begley	/s/ John Van Orden
	Kevin Begley, Director	John Van Orden, Chief Financial Officer
	October 8, 2026	October 8, 2026

		/s/ Luigi Perri
		Luigi Perri, Vice President of Finance (Principal Accounting Officer)
		October 8, 2026

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