UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended January 24, 2026
For the quarterly period ended April 25, 2026
or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-2633

VILLAGE SUPER MARKET, INC.

(Exact name of registrant as specified in its charter)

New Jersey

22-1576170

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

733 Mountain Avenue, Springfield, New Jersey, 07081

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

(973) 467-2200

Securities registered pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol

Name of Exchange on which Registered

Class A common stock, no par value

VLGEA

The NASDAQ Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ 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 12-b2 of the Exchange Act.


Large accelerated filer ☐						Accelerated filer ☒
Non-accelerated filer ☐						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 ☒.

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
		March 4, 2026
		May 29, 2026
	Class A Common Stock, No Par Value	10,~~626~~684,~~925~~446 Shares
	Class B Common Stock, No Par Value	4,125,045 Shares

VILLAGE SUPER MARKET, INC.

INDEX

PART I			PAGE NO.
FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets			3
Consolidated Statements of Operations			4
Consolidated Statements of Comprehensive Income			5
Consolidated Statements of Shareholders' Equity			6
Consolidated Statements of Cash Flows			7
Notes to Consolidated Financial Statements			8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			14
Item 3. Quantitative & Qualitative Disclosures about Market Risk			22
Item 4. Controls and Procedures			23
PART II
OTHER INFORMATION
Item 1. Legal Proceedings			2324
Item 1A. Risk Factors			2324
Item 5. Other Information			25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			26
Item 6. Exhibits			25
Item 5. Other Information			26
Signatures			26
Item 6. Exhibits			27
Signatures			28

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(In thousands) (Unaudited)
	January 24,2026		July 26,2025
	April 25,2026		July 26,2025
ASSETS
Current assets:
Cash and cash equivalents	$	~~160~~128,~~105~~676	$	110,699
Merchandise inventories	4551,~~182~~164		51,424
Patronage dividend receivable	610,~~132~~515		14,144
Income taxes receivable	~~110~~1,148		5,265
Other current assets	2320,~~080~~674		19,223
Assets held for sale	—		4,354
Total current assets	~~234~~212,~~609~~177		205,109
Property, equipment and fixtures, net	~~321~~329,~~083~~947		322,889
Operating lease assets	~~239~~233,~~705~~409		252,291
Notes receivable from Wakefern	~~115~~117,~~357~~300		111,205
Investment in Wakefern	32,207		32,207
Investments in real estate partnerships	21,~~527~~407		21,701
Goodwill	24,190		24,190
Other assets	3837,~~571~~802		34,119
Total assets	$	1,~~027~~008,~~249~~439	$	1,003,711
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Operating lease obligations	$	2122,~~737~~037	$	21,585
Finance lease obligations	1,~~091~~120		1,037
Notes payable to Wakefern	~~479~~432		541
Current portion of long-term debt	9,370		9,370
Accounts payable to Wakefern	9079,~~765~~826		83,258
Accounts payable and accrued expenses	3638,~~607~~664		33,177
Accrued wages and benefits	30,~~024~~650		32,004
Income taxes payable	~~1,396~~—		297
Total current liabilities	~~191~~182,~~469~~099		181,269
Operating lease obligations	~~228~~222,~~996~~654		241,216
Finance lease obligations	17,~~565~~215		18,243
Notes payable to Wakefern and other related parties	~~395~~314		405
Long-term debt	4947,~~510~~134		48,621
Pension liabilities	23,~~999~~052		3,284
Other liabilities	1921,~~645~~073		18,709
Total liabilities	~~510~~493,~~579~~541		511,747
Commitments and contingencies (Note 5)
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 11,624 shares at January 24, 2026 and 11,627 shares at July 26, 2025	85,428		83,616
Class A common stock, no par value: Authorized 20,000 shares; issued 11,874 shares at April 25, 2026 and 11,627 shares at July 26, 2025	86,391		83,616
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,125 shares at January 24, 2026 and July 26, 2025	670		670
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,125 shares at April 25, 2026 and July 26, 2025	670		670
Retained earnings	~~446~~452,~~911~~534		423,690
Accumulated other comprehensive income	43,~~126~~931		4,453
Treasury stock, Class A, at cost: 997 shares at January 24, 2026 and July 26, 2025	(20,465)		(20,465)
Treasury stock, Class A, at cost: 1,188 shares at April 25, 2026 and 997 shares at July 26, 2025	(28,628)		(20,465)
Total shareholders' equity	~~516~~514,~~670~~898		491,964
Total liabilities and shareholders' equity	$	1,~~027~~008,~~249~~439	$	1,003,711

See notes to consolidated financial statements.

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

13 Weeks Ended

2639 Weeks Ended

January 24,2026

January 25,2025

January 24,2026

January 25,2025

April 25,2026

April 26,2025

April 25,2026

April 26,2025

Sales

~~640~~572,~~959~~587

~~599~~563,~~651~~669

1,~~223~~796,~~552~~139

1,~~157~~721,~~347~~016

Cost of sales

~~461~~411,~~081~~781

~~429~~401,~~645~~488

~~878~~1,~~723~~290,503

~~825~~1,~~463~~226,951

Gross profit

~~179~~160,~~878~~806

~~170~~162,~~006~~181

~~344~~505,~~829~~636

~~331~~494,~~884~~065

Operating and administrative expense

~~147~~143,~~886~~772

139,~~254~~683

~~289~~433,~~332~~103

~~276~~416,~~774~~457

Depreciation and amortization expense

8,~~529~~629

8,~~602~~773

1625,~~934~~563

1625,~~985~~758

Operating income

238,~~463~~405

2213,~~150~~725

3846,~~563~~970

3851,~~125~~850

Interest expense

~~847~~833

~~982~~899

12,~~709~~542

12,~~972~~871

Interest income

(3,~~176~~128)

(3,~~356~~256)

(69,~~444~~572)

(610,~~972~~228)

Income before income taxes

2510,~~792~~700

2416,~~524~~082

4354,~~298~~000

4359,~~125~~207

Income taxes

71,~~920~~736

74,~~628~~921

1315,~~425~~161

1318,~~428~~349

Net income

178,~~872~~964

1611,~~896~~161

2938,~~873~~839

2940,~~697~~858

Net income per share:

Class A common stock:

Basic

10.3468

10.2784

2.2592

23.2307

Diluted

10.2161

10.1475

2.0262

2.0176

Class B common stock:

Basic

0.8744

0.8254

1.4690

1.4599

Diluted

0.8744

0.8254

1.4690

1.4599

See notes to consolidated financial statements.

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(In thousands) (Unaudited)
	13 Weeks Ended				2639 Weeks Ended
	January 24,2026		January 25,2025		January 24,2026		January 25,2025
	April 25,2026		April 26,2025		April 25,2026		April 26,2025
Net income	$	178,~~872~~964	$	1611,~~896~~161	$	2938,~~873~~839	$	2940,~~697~~858
Other comprehensive income (loss):
Other comprehensive loss:
Unrealized gains (losses) on interest rate swaps, net of tax (1)	162		283		(478)		(110)
Unrealized losses on interest rate swaps, net of tax (1)	(168)		(989)		(646)		(1,099)
Amortization of pension actuarial gain, net of tax (2)	(27)		(68)		(5481)		(~~135~~203)
Pension settlement loss, net of tax (3)	—		—		205		—
Total other comprehensive income (loss)	135		215		(327)		(245)
Total other comprehensive loss	(195)		(1,057)		(522)		(1,302)
Comprehensive income	$	188,~~007~~769	$	1710,~~111~~104	$	2938,~~546~~317	$	2939,~~452~~556

(1)Amounts are net of tax of $79 and $~~128~~447 for the 13 weeks ended ~~January~~April 2425, 2026 and ~~January~~April 2526, 2025, respectively, and $~~215~~294 and $50497 for the 2639 weeks ended ~~January~~April 2425, 2026 and ~~January~~April 2526, 2025, respectively.

(2)Amounts are net of tax of $1213 and $31 for the 13 weeks ended ~~January~~April 2425, 2026 and ~~January~~April 2526, 2025, respectively, and $2437 and $6293 for the 2639 weeks ended ~~January~~April 2425, 2026 and ~~January~~April 2526, 2025, respectively. All amounts are reclassified from accumulated other comprehensive income to operating and administrative expense.

(3)Amount is net of tax of $93 for the 2639 weeks ended ~~January~~April 2425, 2026. 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 SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY(In thousands) (Unaudited)
	13 Weeks Ended January 24, 2026 and January 25, 2025
	13 Weeks Ended April 25, 2026 and April 26, 2025
	Class A Common Stock			Class B Common Stock					AccumulatedOtherComprehensiveIncome (Loss)		Treasury Stock Class A			TotalShareholders'Equity
	Shares Issued	Amount		Shares Issued	Amount		Retained Earnings				Shares	Amount
Balance, October 25, 2025	11,626	$	84,529	4,125	$	670	$	432,366	$	3,991	997	$	(20,465)	$	501,091
Net income	—	—		—	—		17,872		—		—	—		17,872
Other comprehensive income, net of tax of $67	—	—		—	—		—		135		—	—		135
Dividends	—	—		—	—		(3,327)		—		—	—		(3,327)
Restricted shares forfeited	(2)	(30)		—	—		—		—		—	—		(30)
Share-based compensation expense	—	929		—	—		—		—		—	—		929
Balance, January 24, 2026	11,624	$	85,428	4,125	$	670	$	446,911	$	4,126	997	$	(20,465)	$	516,670
Balance, October 26, 2024	11,634	$	81,067	4,125	$	670	$	390,097	$	6,119	998	$	(20,491)	$	457,462
Net income	—	—		—	—		8,964		—		—	—		8,964
Net income	—	—		—	—		16,896		—		—	—		16,896
Other comprehensive loss, net of tax of $92	—	—		—	—		—		(195)		—	—		(195)
Other comprehensive income, net of tax of $97	—	—		—	—		—		215		—	—		215
Dividends	—	—		—	—		(3,341)		—		—	—		(3,341)
Dividends	—	—		—	—		(3,330)		—		—	—		(3,330)
Treasury stock purchases	—	—		—	—		—		—		191	(8,163)		(8,163)
Restricted shares forfeited	(141)	(~~150~~22)		—	—		—		—		—	—		(~~150~~22)
Share-based compensation expense	—251	~~875~~985		—	—		—		—		—	—		~~875~~985
Balance, April 25, 2026	11,874	$	86,391	4,125	$	670	$	452,534	$	3,931	1,188	$	(28,628)	$	514,898
Balance, January 25, 2025	11,620	$	81,792	4,125	$	670	$	403,663	$	6,334	998	$	(20,491)	$	471,968
	26 Weeks Ended January 24, 2026 and January 25, 2025
Net income	—	—		—	—		11,161		—		—	—		11,161
Other comprehensive loss, net of tax of $478	—	—		—	—		—		(1,057)		—	—		(1,057)
Dividends	—	—		—	—		(3,327)		—		—	—		(3,327)
Exercise of stock options	1	6		—	—		—		—		(1)	26		32
Restricted shares forfeited	(1)	(1)		—	—		—		—		—	—		(1)
Share-based compensation expense	8	904		—	—		—		—		—	—		904
Balance, April 26, 2025	11,628	$	82,701	4,125	$	670	$	411,497	$	5,277	997	$	(20,465)	$	479,680
	39 Weeks Ended April 25, 2026 and April 26, 2025
	Class A Common Stock			Class B Common Stock					AccumulatedOtherComprehensiveIncome (Loss)		Treasury Stock Class A			TotalShareholders'Equity
	Shares Issued	Amount		Shares Issued	Amount		Retained Earnings				Shares	Amount
Balance, July 26, 2025	11,627	$	83,616	4,125	$	670	$	423,690	$	4,453	997	$	(20,465)	$	491,964
Net income	—	—		—	—		2938,~~873~~839		—		—	—		2938,~~873~~839
Other comprehensive loss, net of tax of $146	—	—		—	—		—		(327)		—	—		(327)
Other comprehensive loss, net of tax of $238	—	—		—	—		—		(522)		—	—		(522)
Dividends	—	—		—	—		(69,~~652~~995)		—		—	—		(69,~~652~~995)
Restricted shares forfeited	(3)	(48)		—	—		—		—		—	—		(48)
Treasury stock purchases	—	—		—	—		—		—		191	(8,163)		(8,163)
Share-based compensation expense	—	1,860		—	—		—		—		—	—		1,860
Restricted shares forfeited	(4)	(70)		—	—		—		—		—	—		(70)
Balance, January 24, 2026	11,624	$	85,428	4,125	$	670	$	446,911	$	4,126	997	$	(20,465)	$	516,670
Share-based compensation expense	251	2,845		—	—		—		—		—	—		2,845
Balance, April 25, 2026	11,874	$	86,391	4,125	$	670	$	452,534	$	3,931	1,188	$	(28,628)	$	514,898
Balance, July 27, 2024	11,559	$	80,186	4,204	$	683	$	380,618	$	6,579	999	$	(20,507)	$	447,559
Net income	—	—		—	—		2940,~~697~~858		—		—	—		2940,~~697~~858
Other comprehensive loss, net of tax of $112	—	—		—	—		—		(245)		—	—		(245)
Other comprehensive loss, net of tax of $590	—	—		—	—		—		(1,302)		—	—		(1,302)
Dividends	—	—		—	—		(69,~~652~~979)		—		—	—		(69,~~652~~979)
Exercise of stock options	—2	511		—	—		—		—		(12)	1642		2153
Restricted shares forfeited	(1820)	(~~194~~195)		—	—		—		—		—	—		(~~194~~195)
Share-based compensation expense	—8	12,~~782~~686		—	—		—		—		—	—		12,~~782~~686
Conversion of Class B shares to Class A shares	79	13		(79)	(13)		—		—		—	—		—
Balance, January 25, 2025	11,620	$	81,792	4,125	$	670	$	403,663	$	6,334	998	$	(20,491)	$	471,968
Balance, April 26, 2025	11,628	$	82,701	4,125	$	670	$	411,497	$	5,277	997	$	(20,465)	$	479,680

See notes to consolidated financial statements.

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands) (Unaudited)

26 Weeks Ended

39 Weeks Ended

January 24,2026

January 25,2025

April 25,2026

April 26,2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

2938,~~873~~839

2940,~~697~~858

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

1727,~~943~~116

1827,~~149~~524

Share-based compensation expense

12,~~812~~775

12,~~588~~491

Deferred taxes

~~757~~2,982

(471,338)

Provision to value inventories at LIFO

~~496~~735

~~344~~614

Gain on sale of property, equipment and fixtures

(22)

—(26)

Changes in assets and liabilities:

Merchandise inventories

~~5,746~~(475)

(35,~~502~~056)

Patronage dividend receivable

83,~~012~~629

106,~~255~~123

Accounts payable to Wakefern

9(1,~~031~~170)

8(1,~~279~~587)

Accounts payable and accrued expenses

32,~~359~~691

~~964~~2,600

Accrued wages and benefits

(1,~~980~~354)

(~~2,142~~809)

Income tax receivables and payables

63,~~254~~820

24,~~486~~153

Other assets and liabilities

(21,~~501~~031)

(53,~~119~~954)

Net cash provided by operating activities

78,~~780~~535

6071,~~952~~593

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

(1733,~~709~~758)

(2748,~~548~~705)

Proceeds from the sale of assets

4,494

—

Investment in notes receivable from Wakefern

(46,~~152~~095)

(46,~~298~~290)

Investment in notes receivable related to New Markets Tax Credit financing

(4,431)

—

Investment in real estate partnership

—

(339)

Net cash used in investing activities

(2139,~~798~~790)

(3255,~~185~~334)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of stock options

—

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

(58,~~602~~395)

(58,~~468~~234)

Dividends

(69,~~652~~995)

(69,~~652~~979)

Net cash used in financing activities

(6,469)

(12,099)

Treasury stock purchases, including shares surrendered for withholding taxes

(8,163)

—

NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

50,513

16,668

Proceeds from exercise of stock options

—

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

110,699

117,261

Net cash used in financing activities

(20,768)

(18,160)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

161,212

133,929

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

17,977

(1,901)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

110,699

117,261

CASH AND CASH EQUIVALENTS, END OF PERIOD

128,676

115,360

SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:

Interest

12,~~709~~542

12,~~972~~871

Income taxes

68,~~415~~360

1015,~~989~~535

NONCASH SUPPLEMENTAL DISCLOSURES:

Capital expenditures included in accounts payable and accrued expenses

79,~~897~~885

913,~~762~~087

Lease obligations obtained in exchange for right-of-use assets

175

10,~~239~~805

See notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited)

1. BASIS OF PRESENTATION and ACCOUNTING POLICIES

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly the consolidated financial position as of ~~January~~April 2425, 2026 and July 26, 2025 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 2639 weeks ended ~~January~~April 2425, 2026 and ~~January~~April 2526, 2025 of Village Super Market, Inc. ("Village" or the “Company").

The significant accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements in the July 26, 2025 Village Super Market, Inc. Annual Report on Form 10-K, which should be read in conjunction with these financial statements. The results of operations for the 13 and 2639 weeks ended ~~January~~April 2425, 2026 are not necessarily indicative of the results to be expected for the full year.

Disaggregated Revenues

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

	13 Weeks Ended						2639 Weeks Ended
	January 24, 2026			January 25, 2025 (4)			January 24, 2026			January 25, 2025 (4)
	April 25, 2026			April 26, 2025 (4)			April 25, 2026			April 26, 2025 (4)
	Amount		%	Amount		%	Amount		%	Amount		%
Center Store (1)	$	~~384~~334,~~500~~838	6058.05%	$	~~364~~335,~~942~~913	6059.97%	$	~~727~~1,~~202~~062,040	59.41%	$	~~698~~1,~~274~~034,187	60.42%
Fresh (2)	~~227~~209,~~150~~679		3536.46%	~~209~~202,~~420~~573		3435.9%	~~438~~647,~~134~~813		3536.81%	~~407~~610,~~514~~087		35.24%
Pharmacy	2624,~~272~~591		4.13%	22,~~616~~710		34.80%	5277,~~549~~140		4.3%	4669,~~610~~320		4.0%
Other (3)	3,~~037~~479		0.56%	2,~~673~~473		0.4%	59,~~667~~146		0.5%	47,~~949~~422		0.4%
Total Sales	$	~~640~~572,~~959~~587	100.0%	$	~~599~~563,~~651~~669	100.0%	$	1,~~223~~796,~~552~~139	100.0%	$	1,~~157~~721,~~347~~016	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 3rd party commissions.

(4)Fiscal 2025 revenues by category have been reclassified to conform to the fiscal 2026 current presentation by product category.

2. MERCHANDISE INVENTORIES

Approximately 6765% and 64% of the Company's merchandise inventories were valued by the last-in, first-out ("LIFO") method at ~~January~~April 2425, 2026 and July 26, 2025, respectively, while the remaining balances were valued by the first-in, first-out ("FIFO") method. If the FIFO method had been used for the entire inventory, inventories would have been $2223,~~878~~117 and $22,382 higher than reported at ~~January~~April 2425, 2026 and July 26, 2025, respectively.

3. 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:

13 Weeks Ended

2639 Weeks Ended

January 24,2026

January 25,2025

January 24,2026

January 25,2025

April 25,2026

April 26,2025

April 25,2026

April 26,2025

Net income

178,~~872~~964

1611,~~896~~161

2938,~~873~~839

2940,~~697~~858

Distributed and allocated undistributed Net income to unvested restricted shareholders

~~572~~200

~~572~~364

~~956~~1,159

1,~~006~~371

Net income available to Class A and Class B shareholders

178,~~300~~764

1610,~~324~~797

2837,~~917~~680

2839,~~691~~487

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

January 24, 2026

April 25, 2026

13 Weeks Ended

2639 Weeks Ended

Class A

Class B

Class A

Class B

Numerator:

Net income allocated, basic

136,~~701~~961

31,~~599~~803

2229,~~901~~862

67,~~016~~818

Conversion of Class B to Class A shares

31,~~599~~803

—

67,~~016~~818

—

Net income allocated, diluted

178,~~300~~764

31,~~599~~803

2837,~~917~~680

67,~~016~~818

Denominator:

Weighted average shares outstanding, basic

10,~~200~~298

4,125

10,~~200~~232

4,125

Conversion of Class B to Class A shares

4,125

—

4,125

—

Weighted average shares outstanding, diluted

14,~~325~~423

4,125

14,~~325~~357

4,125

January 25, 2025

April 26, 2025

13 Weeks Ended

2639 Weeks Ended

Class A

Class B

Class A

Class B

Numerator:

Net income allocated, basic

128,~~924~~550

32,~~400~~247

2231,~~661~~210

68,~~030~~277

Conversion of Class B to Class A shares

32,~~400~~247

—

68,~~030~~277

—

Net income allocated, diluted

1610,~~324~~797

32,~~400~~247

2839,~~691~~487

68,~~030~~277

Denominator:

Weighted average shares outstanding, basic

10,~~182~~190

4,125

10,~~144~~160

4,~~163~~150

Conversion of Class B to Class A shares

4,125

—

4,~~163~~150

—

Weighted average shares outstanding, diluted

14,~~307~~315

4,125

14,~~307~~310

4,~~163~~150

Non-vested restricted Class A shares of ~~425~~254 and ~~437~~429, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at ~~January~~April 2425, 2026 and ~~January~~April 2526, 2025, respectively, due to their anti-dilutive effect.

4. RELATED PARTY INFORMATION – WAKEFERN

A description of the Company’'s transactions with Wakefern Food Corporation ("Wakefern"), its principal supplier, and with other related parties is included in the Company's Annual Report on Form 10-K for the year ended July 26, 2025.

At ~~January~~April 2425, 2026, the Company held variable rate notes receivable due from Wakefern of $38,~~078~~759 that earn interest at the prime rate plus .50% and mature on August 15, 2027, $3940,~~307~~010 that earn interest at the prime rate plus .50% and mature on September 28, 2027 and $3738,~~972~~531 that earn interest at the Secured Overnight Financing Rate ("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.

Included in cash and cash equivalents at ~~January~~April 2425, 2026 and July 26, 2025 are $~~129~~110,~~427~~988 and $92,003, respectively, of demand deposits invested at Wakefern at overnight money market rates.

The Company is required to invest in Wakefern's common stock. At ~~January~~April 2425, 2026, the Company's indebtedness to Wakefern for the outstanding amount of stock subscriptions was $~~652~~524, of which $~~479~~432 is recorded in notes payable to Wakefern and $~~173~~92 is recorded in notes payable to Wakefern and other related parties in the consolidated balance sheet.

5. COMMITMENTS and CONTINGENCIES

On May 2, 2025, the Company filed a Verified Complaint for Declaratory and Injunctive Relief (the "Complaint") against defendants 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 in August 2025. The Acquisition 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.

~~The~~In ~~Company~~response isto in the ~~process~~Company's ofSecond ~~evaluating~~Amended ~~its~~Complaint, ~~options~~on ~~for~~March ~~alternative~~19, ~~relief~~2026, ~~with~~Wakefern ~~respect~~sought to ~~Wakefern~~file ~~and~~an ~~the~~Answer, ~~Acquisition.~~Separate ~~Notwithstanding~~Defenses, ~~the~~Jury ~~above~~Demand, ~~the~~Counterclaims, ~~Second~~and ~~Amended~~Third-Party Complaint iswith ~~pending resolution on~~ the ~~merits~~Law Division. InThe ~~addition~~Counterclaims sought, ~~there~~among isother ~~currently~~things, a ~~dispute~~declaration ~~that~~from ~~arose~~the inCourt ~~August~~that ~~2025~~good ~~between~~cause ~~the~~exists ~~Company~~under ~~and~~the Wakefern ~~related~~By-Laws to ~~certain~~compel ~~trademark and other agreements between~~ the ~~parties,~~Company ~~which~~to ~~delayed~~sell ~~the~~its ~~approval~~stock ofin ~~new~~Wakefern ~~stores~~and ~~that~~to exit the ~~Company has planned~~cooperative. ToAlthough ~~date, this dispute has~~ not ~~significantly~~dismissed ~~impacted~~with ~~the~~prejudice, ~~Company's~~on ~~operations~~March or23, ~~financial performance or significantly delayed the opening of any new stores. However~~2026, Wakefern's ~~has~~Counterclaims ~~indicated~~and ~~that~~Third-Party itComplaint ~~could~~were ~~take~~rejected ~~additional~~as ~~actions~~procedurally ~~against~~deficient ~~the~~for ~~Company~~filing ifby the ~~matter~~Civil inDivision ~~controversy~~Manager's ~~is not resolved~~Office. AtThe ~~this time, the~~ Company isbelieves ~~unable~~that toall ~~determine~~claims ~~the~~therein ~~probability~~were offrivolous ~~the~~and ~~outcome~~were offiled ~~these~~in ~~matters,~~response orto the ~~range~~Company ofseeking ~~reasonably~~to ~~possible~~assert ~~loss,~~its ~~if any~~rights.

Subsequently, Wakefern and the Company have consented to each filing amended pleadings with the Law Division and currently await the Court's approval. Based upon Wakefern's representations to the Company and the Court, Wakefern's amended Counterclaims will not include the declaratory judgment claim described above.

The Company continues to evaluate its options for alternative 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.

6. DEBT

Long-term debt consists of the following:

	January 24,2026		July 26,2025
	April 25,2026		July 26,2025
Secured term loans	$	4342,~~244~~175	$	45,378
Unsecured term loan	108,~~085~~820		12,613
New Market Tax Credit financing	5,~~551~~509		—
Total debt	5856,~~880~~504		57,991
Less: current portion of long-term debt	9,370		9,370
Total long-term debt	$	4947,~~510~~134	$	48,621

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 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 pays 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 at ~~January~~April 2425, 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 at ~~January~~April 2425, 2026. As of ~~January~~April 2425, 2026, $65,979 remained available under the unsecured revolving line of credit.

New Markets Tax Credit Financing

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 ~~are~~were ~~restricted~~used ~~in use~~ to ~~funding~~partially fund the construction ~~and store opening costs~~ of the East Orange replacement store. ~~As of January 24, 2026, the unused proceeds of the loans was $1,107, which is classified as restricted cash and recorded in other current assets in the consolidated balance sheets.~~

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 ~~beginning in March 2026~~, 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 the 39 weeks ended April 25, 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 ~~commencing~~that commenced in March 2026.

7. 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.

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 into 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 $~~395~~328 and $~~577~~496 during the 13 weeks ended ~~January~~April 2425, 2026 and ~~January~~April 2526, 2025, respectively, and $~~849~~1,178 and $1,~~272~~768 during the 2639 weeks ended ~~January~~April 2425, 2026 and ~~January~~April 2526, 2025, respectively from AOCI to interest expense.

The notional value of the interest rate swaps were $5351,~~488~~145 as of ~~January~~April 2425, 2026. The fair value of interest rate swaps recorded in other assets in the consolidated balance sheets was $4,~~977~~732 as of ~~January~~April 2425, 2026.

8. 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 more than 10% of total revenues.

The Company's Chief Executive Officer and its President, together as a group, are the chief operating decision maker ("CODM") as 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:

13 Weeks Ended

2639 Weeks Ended

January 24,2026

January 25,2025

January 24,2026

January 25,2025

April 25,2026

April 26,2025

April 25,2026

April 26,2025

Sales:

Net Merchandise Sales

~~637~~569,~~922~~108

~~596~~561,~~978~~196

1,~~217~~786,~~885~~993

1,~~152~~713,~~398~~594

Other Sales (1)

3,~~037~~479

2,~~673~~473

59,~~667~~146

47,~~949~~422

Total Sales

~~640~~572,~~959~~587

~~599~~563,~~651~~669

1,~~223~~796,~~552~~139

1,~~157~~721,~~347~~016

Less:

Cost of sales

~~461~~411,~~081~~781

~~429~~401,~~645~~488

~~878~~1,~~723~~290,503

~~825~~1,~~463~~226,951

Store labor

5452,~~762~~078

52,~~951~~232

~~107~~159,~~908~~986

~~103~~156,~~884~~117

Other operating and administrative expense (2)

9391,~~124~~694

8687,~~303~~451

~~181~~273,~~424~~117

~~172~~260,~~890~~340

Depreciation and amortization expense

8,~~529~~629

8,~~602~~773

1625,~~934~~563

1625,~~985~~758

Interest expense

~~847~~833

~~982~~899

12,~~709~~542

12,~~972~~871

Interest income

(3,~~176~~128)

(3,~~356~~256)

(69,~~444~~572)

(610,~~972~~228)

Income before income taxes

2510,~~792~~700

2416,~~524~~082

4354,~~298~~000

4359,~~125~~207

Income taxes

71,~~920~~736

74,~~628~~921

1315,~~425~~161

1318,~~428~~349

Net income

178,~~872~~964

1611,~~896~~161

2938,~~873~~839

2940,~~697~~858

Capital expenditures and payments for other long-lived assets

816,~~763~~049

1521,~~847~~157

1733,~~709~~758

2748,~~548~~705

(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 3rd 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 $2322,~~042~~922 and $23,124 at ~~January~~April 2425, 2026 and July 26, 2025, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in Thousands)

OVERVIEW

Village Super Market, Inc. (the "Company" or "Village") was founded in 1937. 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. As further described in the Company's Form 10-K, 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 chains of greater size and geographic coverage.

The supermarket industry is highly competitive and characterized by narrow profit margins. The Company competes directly with multiple retail formats, both in-store and online, including national, regional and local supermarket chains, as well as warehouse clubs, supercenters, drug stores, discount general merchandise stores, fast food chains, restaurants, dollar stores and convenience stores. 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 target 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. ~~Additionally, the ShopRite and Fairway Order Express apps enable customers to pre-order deli, catering, specialty occasion cakes and other items.~~ 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 57,000 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 April 9, 2025, we opened a 72,000 square foot replacement ShopRite store in Watchung, NJ, that replaced an existing 44,000 square foot store.

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.

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. We believe 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 tables reconciles Net income to Adjusted net income and Operating and administrative expenses to Adjusted operating and administrative expenses:

	26 Weeks Ended
	39 Weeks Ended
		January 24,2026			January 25,2025
		April 25,2026			April 26,2025
Net Income		$	2938,~~873~~839		$	2940,~~697~~858
Adjustments to Operating and Administrative Expenses:
Pension settlement charge (1)		338			—
Adjustments to Income Taxes:
Tax impact of special items		(105)			—
Adjusted net income		$	3039,~~106~~072		$	2940,~~697~~858
Operating and administrative expenses		$	~~289~~433,~~332~~103		$	~~276~~416,~~774~~457
Adjustments to operating and administrative expenses		(338)			—
Adjusted operating and administrative expenses		$	~~288~~432,~~994~~765		$	~~276~~416,~~774~~457
Adjusted operating and administrative expenses as a % of sales		2324.6209%		%	2324.9120%		%

(1)Fiscal 2026 pension settlement charges relate to the termination of a company-sponsored plan.

RESULTS OF OPERATIONS

The following table sets forth the major components of the Consolidated Statements of Operations as a percentage of sales:

	13 Weeks Ended		2639 Weeks Ended
	January 24, 2026	January 25, 2025	January 24, 2026	January 25, 2025
	April 25,2026	April 26,2025	April 25,2026	April 26,2025
Sales	100.00%	100.00%	100.00%	100.00%
Cost of sales	71.9492%	71.6523%	71.8285%	71.3229%
Gross profit	28.0608%	28.3577%	28.1815%	28.6871%
Operating and administrative expense	2325.0711%	2324.2278%	2324.6511%	2324.9120%
Depreciation and amortization expense	1.3350%	1.4456%	1.3843%	1.4749%
Operating income	31.6647%	32.6943%	32.1561%	3.3002%
Interest expense	0.1315%	0.16%	0.14%	0.17%
Interest income	(0.5055%)	(0.5658%)	(0.53%)	(0.6059%)
Income before income taxes	41.0387%	42.0985%	3.5400%	3.7344%
Income taxes	10.2430%	10.2787%	10.1084%	1.1607%
Net income	21.7957%	21.8298%	2.4416%	2.5737%

Sales. Sales were $~~640~~572,~~959~~587 in the 13 weeks ended ~~January~~April 2425, 2026, an increase of 61.96% compared to the 13 weeks ended ~~January~~April 2526, 2025. Sales increased due primarily to ~~an increase in same store sales of 4.8% and~~ the opening of the Watchung, NJ replacement store on April 9, 2025., ~~Same~~partially ~~store~~offset ~~sales~~by ~~increased~~a ~~due~~decline ~~primarily~~in tosame ~~significantly~~store ~~higher~~ sales ~~in the last week~~ of ~~the~~0.2%. ~~second~~Same ~~quarter~~store ofsales ~~fiscal~~were ~~2026~~negatively asimpacted ~~customers~~by ~~prepared for~~ Winter Storm Fern, aswhich ~~well~~resulted asin ~~digital~~store ~~sales~~closures ~~growth,~~at ~~continued~~the ~~growth~~start inof ~~recently~~the ~~replaced~~third orquarter, ~~remodeled~~as ~~stores~~well ~~and~~as ~~higher~~a ~~fresh~~shift ~~and~~in ~~pharmacy~~demand ~~sales.~~into ~~These~~the ~~increases~~final ~~were~~week ~~partially offset by cannibalization~~ of ~~existing stores from~~ the ~~Watchung~~second ~~replacement~~quarter ~~store~~as ~~opening~~customers ~~and~~prepared ~~recent~~for ~~competitive~~the ~~store openings~~storm. Excluding the estimated impact of Winter Storm Fern on the first week of the quarter, same store sales increased 1.43% in the 13 weeks ended ~~January~~April 2425, 2026 compared to the 13 weeks ended ~~January~~April 2526, 2025. 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.

~~Sales~~Same ~~were~~store ~~$1,223,552~~sales inwere ~~the~~also 26negatively ~~weeks~~impacted ~~ended~~by ~~January 24,~~deflation ~~2026, an increase of 5.7% compared to the 26 weeks ended January 25, 2025. Sales increased due to an increase~~ in ~~same~~egg ~~store~~pricing ~~sales~~and cannibalization of ~~3.7%~~existing ~~and~~stores ~~the~~from ~~opening of~~ the Watchung, NJ replacement store ~~on April 9~~opening, ~~2025.~~partially ~~Same~~offset ~~store~~by ~~sales increased due primarily to significantly higher sales in the last week of the second quarter of fiscal 2026 as customers prepared for Winter Storm Fern, as well as~~ digital sales growth, continued growth in recently replaced or remodeled stores and higher ~~fresh~~sales ~~and~~in ~~pharmacy~~fresh ~~sales~~departments. ~~These~~Pharmacy ~~increases~~sales ~~were~~positively ~~partially~~impacted ~~offset~~same bystore ~~cannibalization~~sales ofdespite ~~existing~~lower ~~stores~~pricing resulting from the ~~Watchung~~Inflation ~~replacement~~Reduction ~~store~~Act. ~~opening~~New ~~and~~stores, ~~recent~~replacement ~~competitive~~stores ~~store~~and ~~openings.~~stores ~~Excluding~~with ~~the~~banner ~~estimated~~changes ~~impact~~are ofincluded ~~Winter~~in ~~Storm Fern,~~ same store sales ~~increased~~in ~~2.0%~~the inquarter after the 26store ~~weeks~~has ~~ended~~been ~~January 24,~~in ~~2026~~operation ~~compared~~for tofour ~~the~~full 26quarters. ~~weeks~~Store ~~ended~~renovations ~~January 25,~~and ~~2025~~expansions are included in same store sales immediately.

~~Gross~~Sales ~~Profit. Gross~~were ~~profit~~$1,796,139 ~~as a percentage of sales decreased .29%~~ in the 1339 weeks ended ~~January~~April 2425, 2026, an increase of 4.4% compared to the 1339 weeks ended ~~January~~April 2526, 2025. Sales increased due primarily to ~~lower~~same ~~patronage~~store ~~dividends~~sales ~~and~~growth ~~other~~of ~~rebates received from Wakefern (~~2.424%), anand ~~unfavorable~~the ~~change~~opening inof ~~product~~the ~~mix~~Watchung, ~~(.07%)~~NJ ~~and~~replacement ~~increased~~store ~~promotional~~on ~~spending~~April ~~(.03%)~~9, ~~partially~~2025. ~~offset~~Same bystore ~~increased~~digital ~~departmental~~sales ~~gross~~reflected ~~margin~~continued ~~percentages~~growth ~~(.21%)~~in ~~and~~recently ~~decreased~~replaced ~~warehouse~~or ~~assessment~~remodeled ~~charges~~stores ~~from~~and ~~Wakefern~~higher ~~(.02%).~~fresh ~~Gross~~and ~~profit~~pharmacy insales, ~~both~~partially ~~the~~offset 13by ~~weeks~~deflation ~~ended~~in ~~January 24,~~egg ~~2026~~pricing and ~~January 25,~~cannibalization ~~2025 were favorably impacted by receipt~~ of ~~patronage~~existing ~~dividends~~stores from ~~Wakefern greater than estimated amounts accrued in both~~ the ~~second~~Watchung ~~quarter~~replacement ofstore ~~fiscal 2026 (~~opening.~~32%) and fiscal 2025 (.62%).~~

Gross Profit. Gross profit as a percentage of sales decreased .5069% in the 2613 weeks ended ~~January~~April 2425, 2026 compared to the 2613 weeks ended ~~January~~April 2526, 2025 due primarily to lower patronage dividends and other rebates received from Wakefern (.3656%), increased warehouse assessment charges from Wakefern (.09%), an unfavorable change in product mix (.08%) and increased promotional spending (.05%)~~. Gross profit in both the 26 weeks ended January 24~~, ~~2026~~partially ~~and~~offset ~~January 25, 2025 were favorably impacted~~ by ~~receipt~~increased ofdepartmental ~~patronage~~gross ~~dividends~~margin ~~from~~percentages ~~Wakefern greater than estimated amounts accrued in both the second quarter of fiscal 2026~~ (.1708%) ~~and fiscal 2025 (~~.~~32%).~~

Gross profit as a percentage of sales decreased .56% in the 39 weeks ended April 25, 2026 compared to the 39 weeks ended April 26, 2025 due primarily to lower patronage dividends and other rebates received from Wakefern (.42%), an unfavorable change in product mix (.08%) and increased promotional spending (.05%).

Operating and Administrative Expense. Operating and administrative expense as a percentage of sales increased .33% in the 13 weeks ended April 25, 2026 compared to the 13 weeks ended April 26, 2025. The increase in Operating and administrative expenses is due primarily to higher utility, repair and weather-related maintenance costs (.18%), increased external service, technology, legal and other professional fees (.15%), higher facility insurance costs (.08%) and higher employee costs (.06%), partially offset by lower advertising costs (.11%). Operating and administrative expense as a percentage of sales increased due primarily to lower operating leverage resulting from store closures at the start of the third quarter due to Winter Storm Fern, as well as a shift in demand into the final week of the second quarter as customers prepared for the storm.

Operating and ~~Administrative Expense. Operating and~~ administrative expense as a percentage of sales decreased .1509% in the 1339 weeks ended ~~January~~April 2425, 2026 compared to the 1339 weeks ended ~~January~~April 26, 2025. Adjusted operating and administrative expenses decreased .11% in the 39 weeks ended April 25, 2026 compared to the 39 weeks ended April 26, 2025. The decrease in ~~Operating~~Adjusted operating and administrative expenses is due primarily to lower employee costs (.4024%), lower advertising costs (.1511%) and ~~lower~~short-term ~~occupancy~~rental ~~costs~~income (.0809%), partially offset by increased external service, technology, legal and other professional fees (.1514%), increased utility, repair and weather-related maintenance costs (.1314%), and higher facility insurance costs (.1105%) ~~and increased store pre-opening costs (~~.06%). Employee and occupancy costs as a percentage of sales decreased due primarily to operating leverage as a result of significantly higher sales in the last week of the second quarter as a result of Winter Storm Fern.

~~Operating~~Depreciation and ~~administrative~~Amortization. Depreciation ~~expense~~and asamortization aexpense ~~percentage of sales~~ decreased ~~0.26%~~ in the 2613 ~~weeks~~and ~~ended~~39 ~~January 24, 2026 compared to the 26~~ weeks ended ~~January~~April 25, ~~2025. Adjusted operating and administrative expenses decreased .29% in the 26 weeks ended January 24,~~ 2026 compared to the 26comparative ~~weeks~~prior ~~ended~~year ~~January 25,~~fiscal ~~2025.~~periods ~~The decrease in Adjusted operating and administrative expenses is~~ due primarily to ~~lower~~timing employee costs (.37%), lower short-term rental income (.10%), lower advertising costs (.10%) and lower occupancy costs (.09%), partially offset by increased external service, technology, legal and other professional fees (.13%), increased repair and weather-related maintenance costs (.13%), increased store pre-opening costs (.09%) and higher facility insurance costs (.05%). Employee and occupancy costs as a percentage of ~~sales~~capital ~~decreased due primarily to operating leverage as a result of significantly higher sales in the last week of the second quarter as a result of Winter Storm Fern~~expenditures.

~~Depreciation~~Interest ~~and Amortization~~Expense. ~~Depreciation~~Interest ~~and amortization~~ expense decreased in the 13 and 2639 weeks ended ~~January~~April 2425, 2026 compared to the comparative prior year fiscal periods due primarily to ~~timing~~lower ofaverage ~~capital~~outstanding ~~expenditures~~debt balances.

Interest ~~Expense~~Income. Interest ~~expense~~income decreased in the 13 and 2639 weeks ended ~~January~~April 2425, 2026 compared to the comparative prior year fiscal periods due primarily to lower ~~average~~interest ~~outstanding~~rates ~~debt~~on ~~balances~~variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.

~~Interest~~ Income Taxes. ~~Interest~~The effective income ~~decreased~~tax rate was 16.2% in the 13 ~~and 26~~ weeks ended ~~January~~April 2425, 2026 compared to ~~the~~30.6% ~~comparative~~in ~~prior~~the ~~year~~13 ~~fiscal~~weeks ~~periods~~ended ~~due~~April 26, ~~primarily~~2025. toThe ~~lower~~decrease ~~interest~~in ~~rates~~the oneffective ~~variable~~tax rate ~~notes~~was ~~receivable~~primarily due to the excess tax benefit from ~~Wakefern~~vested ~~and~~stock-based ~~demand~~compensation ~~deposits~~in ~~invested~~the at13 ~~Wakefern.~~weeks ended April 25, 2026.

~~Income Taxes.~~ The effective income tax rate was 3028.71% in the 1339 weeks ended ~~January~~April 2425, 2026 compared to 31.10% in the 1339 weeks ended ~~January~~April 2526, 2025. The ~~effective~~decrease ~~income~~in the effective tax rate was ~~31.0%~~primarily indue to the 26excess ~~weeks~~tax ~~ended~~benefit ~~January 24,~~from ~~2026~~vested ~~compared~~stock-based tocompensation ~~31.1%~~ in the 2613 weeks ended ~~January~~April 25, ~~2025~~2026.

Net Income. Net income was $178,~~872~~964 in the 13 weeks ended ~~January~~April 2425, 2026 compared to $1611,~~896~~161 in the 13 weeks ended ~~January~~April ~~25, 2025. Net income was $29,873 in the~~ 26 ~~weeks ended January 24~~, ~~2026 compared to $29,697 in the 26 weeks ended January 25,~~ 2025.

Net income was $38,839 in the 39 weeks ended April 25, 2026 compared to $40,858 in the 39 weeks ended April 26, 2025. Adjusted net income was $39,072 in the 39 weeks ended April 25, 2026 compared to $40,858 in the 39 weeks ended April 26, 2025.

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 Company's critical accounting policies relating to the impairment of long-lived assets, goodwill and indefinite-lived intangible assets and accounting for patronage dividends earned as a stockholder of Wakefern, are described in the Company's Annual Report on Form 10-K for the year ended July 26, 2025. As of ~~January~~April 2425, 2026, there have been no changes to the critical accounting policies contained therein.

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.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following table details our cash flows for the 2639 weeks ended ~~January~~April 2425, 2026 and ~~January~~April 2526, 2025:

	26 Weeks Ended
	39 Weeks Ended
	January 24,2026		January 25,2025		$Change
	April 25,2026		April 26,2025		$Change
Net cash provided by operating activities	$	78,~~780~~535	$	6071,~~952~~593	$	176,~~828~~942
Net cash used in investing activities	(2139,~~798~~790)		(3255,~~185~~334)		1015,~~387~~544
Net cash used in financing activities	(620,~~469~~768)		(1218,~~099~~160)		5(2,~~630~~608)
Net increase in cash, cash equivalents and restricted cash	$	50,513	$	16,668	$	33,845
Net increase in cash and cash equivalents	$	17,977	$	(1,901)	$	19,878

Net Cash Provided by Operating Activities. Net cash provided by operating activities was $78,~~780~~535 in the 2639 weeks ended ~~January~~April 2425, 2026 compared to $6071,~~952~~593 in the 2639 weeks ended ~~January~~April 2526, 2025. The $176,~~828~~942 net increase in cash provided by operating activities was due primarily 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 the favorable changes in our merchandise inventories largely driven by ~~higher~~the ~~sales~~impact ~~associated~~of ~~with~~the ~~Winter~~opening ~~Storm~~of ~~Fern~~the ~~and~~Watchung, ~~income~~NJ ~~tax~~replacement ~~receivables~~store on April 9, 2025 and ~~payables~~other assets and liabilities largely driven by lower ~~tax~~pension-related payments. ~~due~~These tofavorable ~~tax~~changes ~~benefits~~were ~~resulting from bonus depreciation,~~ partially offset by lower patronage dividends received in the 2639 weeks ended ~~January~~April 2425, 2026 compared to the prior fiscal year period.

Net Cash Used In Investing Activities. Net cash used in investing activities was $2139,~~798~~790 in the 2639 weeks ended ~~January~~April 2425, 2026 compared to $3255,~~185~~334 in the 2639 weeks ended ~~January~~April 2526, 2025. The $1015,~~387~~544 net decrease in cash used in investing activities was due primarily to a $914,~~839~~947 decrease in capital expenditures and proceeds of $4,494 in 2639 weeks ended ~~January~~April 2425, 2026 in connection to the sale of real estate assets related to our closed automated micro-fulfillment center in south NJ. These ~~increases~~decreases in cash used in investing activities were partially offset by an investment of $4,431 in notes receivable related to a New Markets Tax Credit financing transaction associated with our replacement store in East Orange, NJ.

During the 2639 weeks ended ~~January~~April 2425, 2026, we invested $1733,~~709~~758 on capital expenditures related primarily to the construction of replacement stores in East Orange, NJ and Galloway, NJ, one major remodel, several smaller remodels and merchandising initiatives, and various technology, equipment and facility upgrades, including installation of solar panels at four locations.

Net Cash Used In Financing Activities. Net cash used in financing activities was $620,~~469~~768 in the 2639 weeks ended ~~January~~April 2425, 2026 compared to $1218,~~099~~160 in the 2639 weeks ended ~~January~~April 2526, 2025. The $52,~~630~~608 net ~~decrease~~increase in cash used in financing activities was due primarily to $8,163 of shares surrendered for withholding taxes during the third quarter of fiscal 2026 associated with the vesting of restricted stock awards, partially offset by $5,563 in proceeds from the issuance of long-term debt, net of debt issuance costs, associated with a New Markets Tax Credit financing transaction associated with our replacement store in East Orange, NJ.

During ~~each of~~ the 2639 weeks ended ~~January~~April 2425, 2026 and ~~January~~April 2526, 2025, we made dividend payments of $69,~~652.~~995 and $9,979, respectively.

Liquidity and Debt

Working capital was $4330,~~140~~078 at ~~January~~April 2425, 2026 compared to $23,840 at July 26, 2025. Working capital ratios at the same dates were 1.2317 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~~continue ~~revised~~to ~~our~~expect ~~budgeted~~ capital expenditures ~~downward~~of ~~from prior estimates to~~ approximately $65,000 in fiscal 2026 ~~due to delays in the timing of certain projects~~. Planned expenditures include costs for construction of a replacement store in East Orange, NJ ~~expected~~which toopened ~~open~~on inMay ~~fiscal~~27, 2026, construction of a replacement store in Galloway, NJ expected to open in fiscal 2027, several smaller store remodels and merchandising initiatives and various technology, equipment and facility upgrades., ~~The~~including ~~Company's~~installation ~~primary sources~~ of ~~liquidity~~solar inpanels ~~fiscal 2026 are expected to be cash and cash equivalents on hand~~ at ~~January 24,~~four ~~2026~~locations. ~~and~~The ~~operating~~Company's ~~cash~~primary ~~flow generated in fiscal 2026.~~

~~September 28,~~sources ~~2027,~~of ~~and~~liquidity ~~$37,972~~in ~~that~~fiscal ~~earn~~2026 ~~interest~~are atexpected ~~the~~to ~~SOFR~~be ~~plus~~cash ~~2.25%~~ and ~~mature~~cash equivalents on ~~February~~hand ~~15, 2029. Wakefern has the right to prepay these notes~~ at ~~any time. Under certain conditions~~April 25, ~~the~~2026 ~~Company~~and ~~can~~operating ~~require~~cash ~~Wakefern~~flows togenerated ~~prepay~~in ~~the~~fiscal ~~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~~2026.

At April 25, 2026, the Company held variable rate notes receivable due from Wakefern of $38,759 that earn interest at the prime rate plus .50% and mature on August 15, 2027, $40,010 that earn interest at the prime rate plus .50% and mature on September 28, 2027, and $38,531 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.

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.

Based on current trends, the Company believes cash and cash equivalents on hand at January 24, 2026, operating cash flow 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.

There have been no other substantial changes as of January 24, 2026 to the contractual obligations and commitments discussed in the Company’s Annual Report on Form 10-K for the year ended July 26, 2025.

Based on current trends, the Company believes cash and cash equivalents on hand at April 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.

There have been no other substantial changes as of April 25, 2026 to the contractual obligations and commitments discussed in the Company's Annual Report on Form 10-K for the year ended July 26, 2025.

OUTLOOK

This Form 10-Q contains certain forward-looking statements about Village's future performance. These statements are based on management's assumptions and beliefs in light of information currently available. Such statements relate to, for example: same store sales; economic conditions; expected pension plan contributions; projected capital expenditures; cash flow requirements; inflation expectations; and legal matters; and are indicated by words such as "will," "expect," "should," "intend," "anticipates," "believes" and similar words or phrases. The Company cautions the reader that there is no assurance that actual results or business conditions will not differ materially from the results expressed, suggested or implied by such forward-looking statements. The Company undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof. Readers should carefully review the risk factors identified in "Risk Factors" in this Form 10-Q.

•We expect the increase in same store sales to range from 1.05% to 32.05% in fiscal 2026.

•We ~~have~~continue ~~revised~~to ~~our~~expect ~~budgeted~~ capital expenditures ~~downward~~of ~~from prior estimates to~~ approximately $65,000 in fiscal 2026 ~~due to delays in the timing of certain projects~~. Planned expenditures include costs for construction of a replacement store in East Orange, NJ ~~expected~~which toopened ~~open~~on inMay ~~fiscal~~27, 2026, construction of a replacement store in Galloway, NJ expected to open in fiscal 2027, several smaller store remodels and merchandising initiatives and various technology, equipment and facility upgrades. The Company's primary sources of liquidity in fiscal 2026 are expected to be cash and cash equivalents on hand at ~~January~~April 2425, 2026 and operating cash flows generated in fiscal 2026.

•The Board's current intention is to continue to pay quarterly dividends in fiscal 2026 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~~have revised our estimated effective income tax rate in fiscal 2026 to be in the range of 3028.5% to 3129.5% primarily due to the excess tax benefit from vested stock-based compensation in the 13 weeks ended April 25, 2026.

Various uncertainties and other factors could cause actual results to differ from the forward-looking statements contained in this report. These include:

•The supermarket business is highly competitive and characterized by narrow profit margins. Results of operations may be materially adversely impacted by competitive pricing and promotional programs, industry consolidation and competitor store openings. Village competes directly with multiple retail formats both in-store and online, including national, regional and local supermarket chains as well as warehouse clubs, supercenters, drug stores, discount general merchandise stores, fast food chains, restaurants, dollar stores and convenience stores. Some of these competitors have greater financial resources, lower merchandise acquisition costs and lower operating expenses than we do.

•The Company's stores are concentrated in New Jersey, New York, Pennsylvania and Maryland. We are vulnerable to economic downturns in these states in addition to those that may affect the country as a whole. Results of operations may be materially adversely impacted by inflation, deflation, interest rate fluctuations, movements in energy costs, social programs, minimum wage legislation, labor shortages, changing demographics, natural disasters, terrorist attacks, the outbreak of pandemics or other illnesses, disruptions to supply chains and disturbances due to social unrest, geopolitical conflict and political instability.

•Village purchases substantially all of its merchandise from Wakefern. In addition, 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. Further, Village receives patronage dividends and other product incentives from Wakefern and also has demand deposits and notes receivable due from Wakefern.

Any material change in Wakefern's method of operation or a termination or material modification of Village's relationship with Wakefern could have an adverse impact on the conduct of the Company’s business and could involve additional expense for Village. The failure of any Wakefern member to fulfill its obligations to Wakefern or a member's insolvency or withdrawal from Wakefern could result in increased costs to the Company. Additionally, an adverse change in Wakefern's results of operations could have an adverse effect on Village's results of operations.

Any material change in Wakefern's method of operation or a termination or material modification of Village's relationship with Wakefern could have an adverse impact on the conduct of the Company's business and could involve additional expense for Village. The failure of any Wakefern member to fulfill its obligations to Wakefern or a member's insolvency or withdrawal from Wakefern could result in increased costs to the Company. Additionally, an adverse change in Wakefern's results of operations could have an adverse effect on Village's results of operations.

•Approximately 91% of our employees are covered by collective bargaining agreements. Any work stoppages could have an adverse impact on our financial results. If we are unable to control health care and pension costs provided for in the collective bargaining agreements, we may experience increased operating costs.

•The Company could be adversely affected if consumers lose confidence in the safety and quality of the food supply chain. The real or perceived sale of contaminated food products by us could result in a loss of consumer confidence and product liability claims, which could have a material adverse effect on our sales and operations.

•Certain of the multi-employer plans to which we contribute are underfunded. As a result, we expect that contributions to these plans may increase. Additionally, the benefit levels and related items will be issues in the negotiation of our collective bargaining agreements. Under current law, an employer that withdraws or partially withdraws from a multi-employer pension plan may incur a withdrawal liability to the plan, which represents the portion of the plan's underfunding that is allocable to the withdrawing employer under very complex actuarial and allocation rules. The failure of a withdrawing employer to fund these obligations can impact remaining employers. The amount of any increase or decrease in our 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, withdrawals by other participating employers and the actual return on assets held in the plans, among other factors.

•The Company uses a combination of insurance and self-insurance to provide for potential liability for workers' compensation, automobile, general liability, property, employment practices, director and officers' liability, and certain employee health care benefits. Any projection of losses is subject to a high degree of variability. Changes in legal claims, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, and insolvency of insurance carriers could all affect our financial condition, results of operations, or cash flows.

•Our long-lived assets, primarily store property, equipment and fixtures, are subject to periodic testing for impairment. Failure of our asset groups to achieve sufficient levels of cash flow could result in impairment charges on long-lived assets.

•Our goodwill and indefinite-lived intangible assets are tested at the end of each fiscal year, or more frequently if circumstances dictate, for impairment. Failure of acquired businesses to achieve their forecasted expectations could result in impairment charges to goodwill and indefinite-lived intangible assets.

•Our effective tax rate may be impacted by the results of tax examinations and changes in tax laws.

•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. These information systems are subject to damage or interruption from power outages, computer or telecommunications failures, computer viruses and related malicious software, catastrophic weather events, or human error. Any material interruption of our or Wakefern's information systems could have a material adverse impact on our results of operations.

Due to the nature of our business, personal information about our customers, vendors and associates is received and stored in these information systems. In addition, confidential information is transmitted through our online business at shoprite.com, fairwaymarket.com and gourmetgarage.com, as well as through ~~the~~our ShopRite, ~~app~~Fairway and Gourmet Garage apps. Unauthorized parties may attempt to access information stored in or to sabotage or disrupt these systems. Wakefern and the Company maintain substantial security measures to prevent and detect unauthorized access to such information, including utilizing third-party service providers for monitoring our networks, security reviews, and other functions. It is possible that computer hackers, cyber terrorists and others may be able to defeat the security measures in place at the Company, Wakefern or those of third-party service providers.

Any breach of these security measures and loss of confidential information, which could be undetected for a period of time, could damage our reputation with customers, vendors and associates, cause Wakefern and Village to incur significant costs to protect any customers, vendors and associates whose personal data was compromised, cause us to make changes to our information systems and could result in government enforcement actions and litigation against Wakefern and/or Village from outside parties. Any such breach could have a material adverse impact on our operations, consolidated financial condition, results of operations, and liquidity if the related costs to Wakefern and Village are not covered or are in excess of carried insurance policies. In addition, a security breach could require Wakefern and Village to devote significant management resources to address problems created by the security breach and restore our reputation.

Wakefern and/or Village from outside parties. Any such breach could have a material adverse impact on our operations, consolidated financial condition, results of operations, and liquidity if the related costs to Wakefern and Village are not covered or are in excess of carried insurance policies. In addition, a security breach could require Wakefern and Village to devote significant management resources to address problems created by the security breach and restore our reputation.

RELATED PARTY TRANSACTIONS

As previously disclosed, we are currently engaged in litigation with Wakefern. At this time, we are unable to assess the impact of the litigation on our results of operations. See Note 5 of the accompanying consolidated financial statements for additional discussion regarding this litigation.

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 6 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 ~~the~~ Company $222. See Note 6 to the accompanying consolidated financial statements for additional discussion regarding this related party transaction.

There have been no other significant changes in the Company's relationships or nature of transactions with related parties during the 2639 weeks ended ~~January~~April 2425, 2026.

ITEM 3. 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 Secured Overnight Financing Rate ("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 ~~January~~April 2425, 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 $~~395~~328 and $~~577~~496 during the 13 weeks ended ~~January~~April 2425, 2026 and ~~January~~April 2526, 2025, respectively, and $~~849~~1,178 and $1,~~272~~768 for the 2639 weeks ended ~~January~~April 2425, 2026 and ~~January~~April 2526, 2025, respectively from AOCI to interest expense.

At January 24, 2026, the Company held variable rate notes receivable due from Wakefern of $38,078 that earn interest at the prime rate plus .50% and mature on August 15, 2027, $39,307 that earn interest at the prime rate plus .50% and mature on September 28, 2027 and $37,972 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~~At inApril 25, ~~cash~~2026, ~~and~~the ~~cash~~Company ~~equivalents~~held variable rate notes receivable due from Wakefern of $38,759 that earn interest at ~~January~~the prime rate plus .50% and mature on August 2415, ~~2026~~2027, $40,010 that earn interest at the prime rate plus .50% and ~~July~~mature on September 2628, ~~2025~~2027 ~~are~~and $~~129~~38,~~427~~531 that earn interest at the SOFR plus 2.25% and ~~$92,003,~~mature ~~respectively~~on February 15, 2029. Changes in interest rates would impact the amount of ~~demand~~interest ~~deposits~~income ~~invested~~we atrealize on the variable rate notes receivable due from Wakefern. Wakefern has the right to prepay these notes at ~~overnight~~any ~~money~~time. ~~market~~Under ~~rates~~certain conditions, ~~which~~the ~~are~~Company ~~exposed~~can require Wakefern to prepay the ~~impact~~notes, ofalthough interest ~~rate~~earned ~~changes~~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 at April 25, 2026 and July 26, 2025 are $110,988 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 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under 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. This evaluation was carried out under the supervision, and with the participation, of the Company's management, including the Company's Chief Executive Officer along with the Company’s 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 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.

There have been no changes in the Company's internal control over financial reporting during the quarter ended ~~January~~April 2425, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Except as discussed in Note 5 to the accompanying consolidated financial statements, during the period ended ~~January~~April 2425, 2026, there were no material developments in the legal proceedings described in our Annual Report on Form 10-K for the year ended July 26, 2025.

ITEM 1A. RISK FACTORS

COMPETITIVE ENVIRONMENT

The supermarket business is highly competitive and characterized by narrow profit margins. Results of operations may be materially adversely impacted by competitive pricing and promotional programs, industry consolidation and competitor store openings. Village competes directly with multiple retail formats both in-store and online, including national, regional and local supermarket chains as well as warehouse clubs, supercenters, drug stores, discount general merchandise stores, fast food chains, restaurants, dollar stores and convenience stores. Some of these competitors have greater financial resources, lower merchandise acquisition costs and lower operating expenses than we do.

GEOGRAPHIC CONCENTRATION AND NEW TRADE AREA

The Company's stores are concentrated in New Jersey, New York, Pennsylvania and Maryland. We are vulnerable to economic downturns in these states in addition to those that may affect the country as a whole. Results of operations may be materially adversely impacted by inflation, deflation, interest rate fluctuations, movements in energy costs, social programs, minimum wage legislation, changes in tariffs, labor shortages, changing demographics, natural disasters, terrorist attacks, the outbreak of pandemics or other illnesses, disruptions to supply chains and disturbances due to social unrest, geopolitical conflict and political instability.

WAKEFERN RELATIONSHIP

Village purchases substantially all of its merchandise from Wakefern. In addition, 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. Further, Village receives patronage dividends and other product incentives from Wakefern and also has demand deposits and notes receivable due from Wakefern.

Any material change in Wakefern's method of operation or a termination or material modification of Village's relationship with Wakefern could have an adverse impact on the conduct of the Company's business and could involve additional expense for Village. The failure of any Wakefern member to fulfill its obligations to Wakefern or a member's insolvency or withdrawal from Wakefern could result in increased costs to the Company. Additionally, an adverse change in Wakefern's results of operations could have an adverse effect on Village’'s results of operations.

LABOR RELATIONS

Approximately 91% of our employees are covered by collective bargaining agreements. Any work stoppages could have an adverse impact on our financial results. If we are unable to control health care and pension costs provided for in the collective bargaining agreements, we may experience increased operating costs.

FOOD SAFETY

The Company could be adversely affected if consumers lose confidence in the safety and quality of the food supply chain. The real or perceived sale of contaminated food products by us could result in a loss of consumer confidence and product liability claims, which could have a material adverse effect on our sales and operations.

MULTI-EMPLOYER PENSION PLANS

Certain of the multi-employer plans to which we contribute are underfunded. As a result, we expect that contributions to these plans may increase. Additionally, the benefit levels and related items will be issues in the negotiation of our collective bargaining agreements. Under current law, an employer that withdraws or partially withdraws from a multi-employer pension plan may incur a withdrawal liability to the plan, which represents the portion of the plan’s underfunding that is allocable to the withdrawing employer under very complex actuarial and allocation rules. The failure of a withdrawing employer to fund these obligations can impact remaining employers. The amount of any increase or decrease in our 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, withdrawals by other participating employers and the actual return on assets held in the plans, among other factors.

plan may incur a withdrawal liability to the plan, which represents the portion of the plan's underfunding that is allocable to the withdrawing employer under very complex actuarial and allocation rules. The failure of a withdrawing employer to fund these obligations can impact remaining employers. The amount of any increase or decrease in our 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, withdrawals by other participating employers and the actual return on assets held in the plans, among other factors.

INSURANCE

The Company uses a combination of insurance and self-insurance to provide for potential liability for workers' compensation, automobile, general liability, property, director and officers' liability, and certain employee health care benefits. Any projection of losses is subject to a high degree of variability. Changes in legal claims, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, and insolvency of insurance carriers could all affect our financial condition, results of operations, or cash flows.

IMPAIRMENT OF LONG-LIVED ASSETS

Our long-lived assets, primarily store property, equipment and fixtures, are subject to periodic testing for impairment. Failure of our asset groups to achieve sufficient levels of cash flow could result in impairment charges on long-lived assets.

IMPAIRMENT OF GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS

Our goodwill and indefinite-lived intangible assets are tested at the end of each fiscal year, or more frequently if circumstances dictate, for impairment. Failure of acquired businesses to achieve their forecasted expectations could result in impairment charges to goodwill and indefinite-lived intangible assets.

TAXES

Our effective tax rate may be impacted by the results of tax examinations and changes in tax laws.

INFORMATION TECHNOLOGY

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. These information systems are subject to damage or interruption from power outages, computer or telecommunications failures, computer viruses and related malicious software, catastrophic weather events, or human error. Any material interruption of our or Wakefern's information systems could have a material adverse impact on our results of operations.

Due to the nature of our business, personal information about our customers, vendors and associates is received and stored in these information systems. In addition, confidential information is transmitted through our online businesses at shoprite.com, fairwaymarket.com and gourmetgarage.com, as well as through our ShopRite, Fairway and Gourmet Garage apps. Unauthorized parties may attempt to access information stored in or to sabotage or disrupt these systems. Wakefern and the Company maintain substantial security measures to prevent and detect unauthorized access to such information, including utilizing third-party service providers for monitoring our networks, security reviews, and other functions. It is possible that computer hackers, cyber terrorists and others may be able to defeat the security measures in place at the Company, Wakefern or those of third-party service providers.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Sales of Unregistered Securities

Shares of the Company's 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. The shares of Class A Common Stock issued by the Company in such conversions are exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

No shares of the Company's Class B common stock were converted into Class A common stock during third quarter of fiscal 2026.

(b) Not Applicable

The number and average price of shares purchased in each fiscal month of the third quarter of fiscal 2026 are set forth in the table below:


Period (1)	Total Number of Shares Purchased (2)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
January 25, 2026 to February 21, 2026	—	$	—	—	$	1,348,854
February 22, 2026 to March 21, 2026	190,757	42.79		—	1,348,854
March 22, 2026 to April 25, 2026	—	—		—	1,348,854
Total	190,757	42.79		—

(1)The reported periods conform to our fiscal calendar.

(2)Represents shares surrendered to the Company to satisfy employee-related taxes withheld on restricted stock that vested during the period.

(3)Includes amount remaining under the $5.0 million repurchase program of the Company's Class A Common Stock authorized by the Board of Directors and announced on September 13, 2019 . Repurchases may be made from time-to-time through a variety of methods, including open market purchases and other negotiated transactions, including through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.

ITEM 5. OTHER INFORMATION

During the period covered by this Quarterly Report on Form 10-Q, 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 6. EXHIBITS
Exhibit 31.1			Certification
Exhibit 31.2			Certification
Exhibit 32.1			Certification (furnished, not filed)
Exhibit 32.2			Certification (furnished, not filed)
Exhibit 99.1			Press Release
101 INS			XBRL Instance
101 SCH			XBRL Schema
101 CAL			XBRL Calculation
101 DEF			XBRL Definition
101 LAB			XBRL Label
101 PRE			XBRL Presentation

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SIGNATURES

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

			Village Super Market, Inc.
			Registrant
Dated: March 4, 2026			/s/ John J. Sumas
Dated: June 3, 2026			/s/ John J. Sumas
			John J. Sumas
			(Chief Executive Officer)
Dated: March 4, 2026			/s/ John Van Orden
Dated: June 3, 2026			/s/ John Van Orden
			John Van Orden
			(Chief Financial Officer)

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Filing Compare · VILLAGE SUPER MARKET INC