Publix Super Markets 提交截至 2026 年 9 月 26 日的 Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 26, 2026

Commission File Number: 000-00981

PUBLIX SUPER MARKETS, INC.

(Exact name of Registrant as specified in its charter)

(863) 688-1188

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.

Yes    X          No         

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

Yes    X          No         

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer            Accelerated filer           Non-accelerated filer    X    

Smaller reporting company            Emerging growth company           

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.        

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes                 No    X  

The number of shares of the Registrant’s common stock outstanding as of October 15, 2026 was 3,172,000,000.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts are in millions, except par value)

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

1

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Amounts are in millions, except per share amounts)

(Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(Amounts are in millions)

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

2

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Amounts are in millions, except per share amounts)

(Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(Amounts are in millions)

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

3

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts are in millions)

(Unaudited)

See accompanying notes to condensed consolidated financial statements.     (Continued)

4

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts are in millions)

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

5

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts are in millions, except per share amounts)

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

6

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts are in millions, except per share amounts)

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

7

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)Basis of Presentation

The condensed consolidated financial statements of Publix Super Markets, Inc. and subsidiaries (Company) and the accompanying notes are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting. Accordingly, the accompanying statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, these statements include all adjustments that are of a normal and recurring nature necessary to present fairly the Company’s financial position and results of operations. Due to the seasonal nature of the Company’s business, the results of operations for the three and nine months ended September 26, 2026 may not necessarily be indicative of the results for the entire 2026 fiscal year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 27, 2025 (Annual Report).

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of 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.

(2)Fair Value of Financial Instruments

The fair value of certain financial instruments, including cash and cash equivalents, trade receivables and accounts payable, approximates their respective carrying amounts due to their short-term maturity.

The fair value of investments is based on market prices using the following measurement categories:

Level 1 – Fair value is determined by using quoted prices in active markets for identical investments. Investments included in this category are equity securities (primarily exchange traded funds).

Level 2 – Fair value is determined by using other than quoted prices. By using observable inputs (for example, benchmark yields, interest rates, reported trades and broker dealer quotes), the fair value is determined through processes such as benchmark curves, benchmarking of similar securities and matrix pricing of corporate and government-sponsored agency bonds by using pricing of similar bonds based on coupons, ratings and maturities. Investments included in this category are debt securities (taxable bonds), including restricted investments in taxable bonds held as collateral.

Level 3 – Fair value is determined by using other than observable inputs. Fair value is determined by using the best information available in the circumstances and requires significant management judgment or estimation. No investments are currently included in this category.

Following is a summary of fair value measurements for investments as of September 26, 2026 and December 27, 2025:

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PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(3)Investments

(a)Debt Securities

Following is a summary of debt securities as of September 26, 2026 and December 27, 2025:

The Company maintains restricted investments primarily for the benefit of the Company’s insurance carrier related to self-insurance reserves. These investments are held as collateral and not used for claim payments.

Following is a summary of the cost and fair value of debt securities by expected maturity as of September 26, 2026 and December 27, 2025:

9

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company had no debt securities with credit losses as of September 26, 2026 and December 27, 2025.

Following is a summary of debt securities with other unrealized losses by the time period impaired as of September 26, 2026 and December 27, 2025:

There were 654 debt securities contributing to the total unrealized losses of $455 million as of September 26, 2026. Unrealized losses related to debt securities are primarily due to increases in interest rates that occurred since the debt securities were purchased. The Company continues to receive scheduled principal and interest payments on these debt securities.

(b)Equity Securities

Equity securities are measured at fair value with net unrealized gains and losses from changes in the fair value recognized in earnings (fair value adjustment). The fair value of equity securities was $6.1 billion and $5.0 billion as of September 26, 2026 and December 27, 2025, respectively.

(c)Investment Income (Loss)

Net realized gain or loss on investments represents the difference between the cost and the proceeds from the sale of debt and equity securities. The net realized gain or loss on investments excludes the net gain or loss on the sale of equity securities previously recognized through the fair value adjustment, which is presented separately in the following table.

Following is a summary of investment income for the three and nine months ended September 26, 2026 and September 27, 2025:

10

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(4)Retirement Plan

The Company has a trusteed, noncontributory Employee Stock Ownership Plan (ESOP) for the benefit of eligible employees. Since the Company’s common stock is not traded on an established securities market, the ESOP includes a put option for shares of the Company’s common stock distributed from the ESOP. Shares are distributed from the ESOP primarily to separated vested participants and certain eligible participants who elect to diversify their account balances. Under the Company’s administration of the ESOP’s put option, if the owners of distributed shares desire to sell their shares, the Company is required to purchase the shares at fair value for a specified time period after distribution of the shares from the ESOP. The fair value of distributed shares subject to the put option totaled $905 million and $815 million as of September 26, 2026 and December 27, 2025, respectively. The cost of the shares held by the ESOP totaled $4.4 billion and $4.1 billion as of September 26, 2026 and December 27, 2025, respectively. Due to the Company’s obligation under the put option, the distributed shares subject to the put option and the shares held by the ESOP are classified as temporary equity in the mezzanine section of the condensed consolidated balance sheets and totaled $5.3 billion and $4.9 billion as of September 26, 2026 and December 27, 2025, respectively. The fair value of the shares held by the ESOP totaled $12.7 billion and $13.9 billion as of September 26, 2026 and December 27, 2025, respectively.

(5)Accumulated Other Comprehensive Earnings (Losses)

Following is a reconciliation of the changes in accumulated other comprehensive (losses) earnings net of income taxes for the three months ended September 26, 2026 and September 27, 2025:

11

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Following is a reconciliation of the changes in accumulated other comprehensive (losses) earnings net of income taxes for the nine months ended September 26, 2026 and September 27, 2025:

12

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(6)Segment Reporting

Following is a summary of information for the Company’s single reportable segment for the three and nine months ended September 26, 2026 and September 27, 2025:

(1)Other segment items includes payroll costs, depreciation and amortization, lease expense, other facility costs, advertising and other operating expenses.

(2)This measure is not in accordance with, or an alternative to, GAAP. The Company excludes the impact of the fair value adjustment since it is primarily due to temporary equity market fluctuations that do not reflect the Company’s operations. The Company believes this information is useful in providing period-to-period comparisons of the results of operations.

Total assets for the Company’s single reportable segment were $42.8 billion and $41.0 billion as of September 26, 2026 and December 27, 2025, respectively.

(7)Subsequent Event

On October 1, 2026, the Company declared a quarterly dividend on its common stock of $0.116 per share or $368 million, payable November 2, 2026 to stockholders of record as of the close of business October 15, 2026.

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

The objective of this section is to provide a summary of material information relevant to enhancing the stockholders’ understanding of the financial condition and results of operations of the Company. Following is an analysis of the financial condition and results of operations of the Company for the three and nine months ended September 26, 2026 as compared with the three and nine months ended September 27, 2025. This information should be read in conjunction with the Company’s condensed consolidated financial statements and accompanying notes and the Annual Report.

Overview

The Company is engaged in the retail food industry, operating 1,443 supermarkets in the southeast region of the United States as of September 26, 2026. The Company has no other significant lines of business or industry segments. For the nine months ended September 26, 2026, 23 supermarkets were opened (including seven replacement supermarkets) and 78 supermarkets were remodeled. Twelve supermarkets were closed during the period. The replacement supermarkets that opened during the nine months ended September 26, 2026 replaced two supermarkets closed in 2026 and five supermarkets closed in a previous period. Nine supermarkets closed in 2026 will be replaced on site in a subsequent period and one supermarket will not be replaced. In the normal course of operations, the Company replaces supermarkets and closes supermarkets that are not meeting performance expectations. The impact of future supermarket closings is not expected to be material.

Results of Operations

Sales

Sales for the three months ended September 26, 2026 were $15.5 billion as compared with $15.4 billion for the three months ended September 27, 2025, an increase of $151 million or 1.0%. Sales for the nine months ended September 26, 2026 were $47.4 billion as compared with $46.8 billion for the nine months ended September 27, 2025, an increase of $633 million or 1.4%. The increase in sales for the three and nine months ended September 26, 2026 as compared with the three and nine months ended September 27, 2025 was primarily due to new supermarket sales, partially offset by pharmacy reimbursement changes effective January 1, 2026. Beginning in January 2026, reduced drug prices went into effect for 10 drugs through the Medicare Drug Price Negotiation Program (Negotiation Program). The Negotiation Program was established by the Inflation Reduction Act of 2022 to negotiate the price, referred to as the maximum fair price (MFP), for certain drugs. The impact of the MFP change resulted in a decrease in sales. Additionally, sales were negatively affected by economic conditions impacting consumer spending.

Comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets) for the three months ended September 26, 2026 as compared with the three months ended September 27, 2025 decreased 0.6%. Comparable store sales for the nine months ended September 26, 2026 as compared with the nine months ended September 27, 2025 decreased 0.4%. The decrease in comparable store sales for the three and nine months ended September 26, 2026 as compared with the three and nine months ended September 27, 2025 was primarily due to the impact of the MFP change and economic conditions impacting consumer spending. Sales for supermarkets that are replaced on site are classified as new supermarket sales since the replacement period for the supermarket is generally 12 to 15 months.

Gross profit

Gross profit (sales less cost of merchandise sold) as a percentage of sales was 25.0% and 25.3% for the three months ended September 26, 2026 and September 27, 2025, respectively. The decrease in gross profit as a percentage of sales for the three months ended September 26, 2026 as compared with the three months ended September 27, 2025 was primarily due to increased fuel costs, increased shrink and the relative sales growth of pharmacy products which decreased gross profit as a percentage of sales. The decrease in gross profit as a percentage of sales was partially offset by the impact of the MFP change which increased gross profit as a percentage of sales. Gross profit as a percentage of sales was 25.6% for the nine months ended September 26, 2026 and September 27, 2025. Gross profit as a percentage of sales for the nine months ended September 26, 2026 as compared with the nine months ended September 27, 2025 was unchanged primarily due to the impact of the MFP change which increased gross profit as a percentage of sales, offset by the relative sales growth of pharmacy products and increased shrink which decreased gross profit as a percentage of sales. The MFP change reduces both sales and cost of sales and does not have a significant impact on gross profit dollars.

Operating and administrative expenses

Operating and administrative expenses as a percentage of sales were 19.8% and 19.1% for the three months ended September 26, 2026 and September 27, 2025, respectively. Operating and administrative expenses as a percentage of sales were 19.3% and 18.7% for the nine months ended September 26, 2026 and September 27, 2025, respectively. The increase in operating and administrative expenses as a percentage of sales for the three and nine months ended September 26, 2026 as compared with the three and nine months ended September 27, 2025 was primarily due to the decrease in sales from the MFP change and increases in facility costs as a percentage of sales and payroll costs as a percentage of sales.

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Operating profit

Operating profit as a percentage of sales was 6.0% and 6.9% for the three months ended September 26, 2026 and September 27, 2025, respectively. The decrease in operating profit as a percentage of sales for the three months ended September 26, 2026 as compared with the three months ended September 27, 2025 was due to the increase in operating and administrative expenses as a percentage of sales and the decrease in gross profit as a percentage of sales. Operating profit as a percentage of sales was 7.0% and 7.6% for the nine months ended September 26, 2026 and September 27, 2025, respectively. The decrease in operating profit as a percentage of sales for the nine months ended September 26, 2026 as compared with the nine months ended September 27, 2025 was primarily due to the increase in operating and administrative expenses as a percentage of sales.

Investment income (loss)

Investment income for the three months ended September 26, 2026 and September 27, 2025 was $349 million and $398 million, respectively. Excluding the impact of net unrealized gains on equity securities in 2026 and 2025, investment income would have been $137 million and $126 million for the three months ended September 26, 2026 and September 27, 2025, respectively. Excluding the impact of net unrealized gains on equity securities in 2026 and 2025, the increase in investment income for the three months ended September 26, 2026 as compared with the three months ended September 27, 2025 was due to the increase in interest and dividend income.

Investment income for the nine months ended September 26, 2026 and September 27, 2025 was $958 million and $856 million, respectively. Excluding the impact of net unrealized gains on equity securities in 2026 and 2025, investment income would have been $414 million and $361 million for the nine months ended September 26, 2026 and September 27, 2025, respectively. Excluding the impact of net unrealized gains on equity securities in 2026 and 2025, the increase in investment income for the nine months ended September 26, 2026 as compared with the nine months ended September 27, 2025 was primarily due to the increase in interest and dividend income.

Income tax expense

The effective income tax rate was 18.6% and 20.6% for the three months ended September 26, 2026 and September 27, 2025, respectively. The effective income tax rate was 19.5% and 20.8% for the nine months ended September 26, 2026 and September 27, 2025, respectively. The decrease in the effective income tax rate for the three and nine months ended September 26, 2026 as compared with the three and nine months ended September 27, 2025 was primarily due to the increased impact of permanent deductions and credits relative to earnings before income tax expense.

Net earnings

Net earnings were $1.1 billion or $0.33 per share and $1.2 billion or $0.37 per share for the three months ended September 26, 2026 and September 27, 2025, respectively. Net earnings as a percentage of sales were 6.9% and 7.7% for the three months ended September 26, 2026 and September 27, 2025, respectively. Excluding the impact of net unrealized gains on equity securities in 2026 and 2025, net earnings would have been $908 million or $0.29 per share and 5.8% as a percentage of sales for the three months ended September 26, 2026 and $980 million or $0.30 per share and 6.4% as a percentage of sales for the three months ended September 27, 2025. Excluding the impact of net unrealized gains on equity securities in 2026 and 2025, the decrease in net earnings as a percentage of sales for the three months ended September 26, 2026 as compared with the three months ended September 27, 2025 was primarily due to the decrease in operating profit as a percentage of sales, partially offset by the impact of the decrease in the effective tax rate.

Net earnings were $3.5 billion or $1.10 per share and $3.6 billion or $1.10 per share for the nine months ended September 26, 2026 and September 27, 2025, respectively. Net earnings as a percentage of sales were 7.4% and 7.6% for the nine months ended September 26, 2026 and September 27, 2025, respectively. Excluding the impact of net unrealized gains on equity securities in 2026 and 2025, net earnings would have been $3.1 billion or $0.97 per share and 6.6% as a percentage of sales for the nine months ended September 26, 2026 and $3.2 billion or $0.98 per share and 6.8% as a percentage of sales for the nine months ended September 27, 2025. Excluding the impact of net unrealized gains on equity securities in 2026 and 2025, the decrease in net earnings as a percentage of sales for the nine months ended September 26, 2026 as compared with the nine months ended September 27, 2025 was primarily due to the decrease in operating profit as a percentage of sales, partially offset by the impact of the decrease in the effective tax rate and the increase in interest and dividend income.

15

Non-GAAP Financial Measures

In addition to reporting financial results for the three and nine months ended September 26, 2026 and September 27, 2025 in accordance with GAAP, the Company presents net earnings and earnings per share excluding the impact of equity securities being measured at fair value with net unrealized gains and losses from changes in the fair value recognized in earnings (fair value adjustment). These measures are not in accordance with, or an alternative to, GAAP. The Company excludes the impact of the fair value adjustment since it is primarily due to temporary equity market fluctuations that do not reflect the Company’s operations. The Company believes this information is useful in providing period-to-period comparisons of the results of operations.

Following is a reconciliation of net earnings to net earnings excluding the impact of the fair value adjustment for the three and nine months ended September 26, 2026 and September 27, 2025:

(1)Income tax expense is based on the Company’s combined federal and state statutory income tax rates.

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Liquidity and Capital Resources

Cash and cash equivalents, short-term investments and long-term investments totaled $18.5 billion, $17.7 billion and $17.6 billion as of September 26, 2026, December 27, 2025 and September 27, 2025, respectively. The Company’s operations have historically provided the necessary liquidity to fund operations and invest in long-term growth.

Net cash provided by operating activities

Net cash provided by operating activities was $5.3 billion and $4.8 billion for the nine months ended September 26, 2026 and September 27, 2025, respectively. The increase in net cash provided by operating activities for the nine months ended September 26, 2026 as compared with the nine months ended September 27, 2025 was primarily due to the timing of purchases of inventories and the decrease in income taxes paid.

Net cash used in investing activities

Net cash used in investing activities was $2.9 billion and $2.6 billion for the nine months ended September 26, 2026 and September 27, 2025, respectively. The primary use of net cash in investing activities for the nine months ended September 26, 2026 was funding capital expenditures and net increases in investments. Capital expenditures for the nine months ended September 26, 2026 totaled $2.2 billion. These expenditures were incurred in connection with the opening of 23 supermarkets (including seven replacement supermarkets) and the remodeling of 78 supermarkets. Expenditures were also incurred for new supermarkets and remodels in progress, construction or expansion of warehouses, new or enhanced information technology hardware and software and the acquisition or development of shopping centers in which the Company operates. For the nine months ended September 26, 2026, the payment for investments, net of the proceeds from the sale and maturity of investments, was $716 million.

Net cash used in financing activities

Net cash used in financing activities was $2.5 billion and $2.2 billion for the nine months ended September 26, 2026 and September 27, 2025, respectively. The primary use of net cash in financing activities was funding net common stock repurchases and dividend payments. Net common stock repurchases totaled $1.4 billion and $1.1 billion for the nine months ended September 26, 2026 and September 27, 2025, respectively. The Company currently repurchases common stock at the stockholders’ request in accordance with the terms of the Company’s Employee Stock Purchase Plan (ESPP), Non-Employee Directors Stock Purchase Plan (Directors Plan), 401(k) Plan and ESOP. The amount of common stock offered to the Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company expects to continue to repurchase its common stock, as offered by its stockholders from time to time, at its then current value. However, with the exception of certain shares distributed from the ESOP, such purchases are not required and the Company retains the right to discontinue them at any time.

Dividends

The Company paid quarterly dividends on its common stock totaling $1.1 billion or $0.3425 per share and $1.1 billion or $0.3285 per share during the nine months ended September 26, 2026 and September 27, 2025, respectively.

Capital expenditures projection

Capital expenditures for the remainder of 2026 are expected to be approximately $700 million, primarily related to new supermarkets, remodeling existing supermarkets, construction or expansion of warehouses, new or enhanced information technology hardware and software and the acquisition or development of shopping centers in which the Company operates. Capital expenditures are expected to be funded with internally generated funds or liquid assets. This capital program is subject to continuing change and review.