ワイスマーケッツの適時開示・重要契約・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2025 (June 6, 2025)

WEIS MARKETS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

(State or other jurisdiction of incorporation)

1-5039		24-0755415
(Commission File Number)		(IRS Employer Identification No.)

1000 South Second Street
Sunbury, PA		17801
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (570) 286-4571

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


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

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 6, 2025, Weis Markets, Inc. (the “Company”) purchased 2,153,846 shares of its common stock, no par value (the “Transaction”) from certain trusts established by or for the benefit of the late Patricia G. Ross Weis, The Patricia R. Weis Marital Trust (the “Marital Trust”) and The Patricia G. Ross Weis Revocable Trust (the “Revocable Trust”), pursuant to a Share Purchase Agreement (the “Purchase Agreement”), entered into on June 6, 2025. The purchase price was approximately $65.00 per share, for an aggregate purchase price of $140 million in cash. The late Patricia G. Ross Weis, who passed away on October 30, 2024, was the mother of Jonathan H. Weis, the Company’s Chairman, President and Chief Executive Officer. Mr. Weis is a trustee of, and has an interest in a portion of, each of the Marital Trust and the Revocable Trust. The sources of funds for the Transaction were a combination of the Company’s cash on hand and cash from the sale of marketable securities. As a private transaction, the Transaction does not affect the Company’s 2004 existing share repurchase plan, which remains in effect.

The Purchase Agreement and the price and other terms of the Transaction were negotiated by a Special Committee of the Company’s Board of Directors consisting entirely of independent directors and formed for the purpose of evaluating the Transaction. The Company’s Board of Directors approved the Purchase Agreement and the terms of the Transaction following unanimous recommendation by the Special Committee. The Special Committee retained independent legal and financial advisors to assist it in evaluating and approving the Transaction and the terms of the Purchase Agreement. The Special Committee received a fairness opinion from Kroll, LLC (acting through its Duff & Phelps Opinion Practice), its independent financial advisor regarding the Transaction.

The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A press release announcing the Transaction was issued and is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are furnished with this report on Form 8-K.


Exhibit No.	Description
10.1	Share Purchase Agreement, dated June 6, 2025, by and among Weis Markets, Inc., The Patricia R. Weis Marital Trust, and The Patricia G. Ross Weis Revocable Trust.*
99.1	Weis Markets, Inc. Press Release dated June 6, 2025.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

*	The exhibits and schedules to this agreement have been omitted. A copy of the omitted exhibits and schedules will be provided to the Securities and Exchange Commission upon request.

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 hereunto duly authorized.


		WEIS MARKETS, INC.


		By: /s/ Michael T. Lockard
		Name: Michael T. Lockard
		Title: Senior Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

Dated: June 6, 2025

EX-10.1 2 wmk-20250606xex10d1.htm EX-10.1

Exhibit 10.1

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 6, 2025, by and among Weis Markets, Inc., a Pennsylvania corporation (the “Company”), and Jennifer Weis Monksy and Colleen Ross Weis, as Trustees of The Patricia R. Weis Marital Trust, and Jennifer Weis Monsky and Colleen Ross Weis, as Trustees of The Patricia G. Ross Weis Revocable Trust (each a “Seller” and collectively, the “Sellers”).

Background

A.The Sellers own and have agreed to transfer, assign, sell, convey, and deliver 2,153,846 shares in the aggregate (the “Shares”) of the Company’s Common Stock with no par value (“Common Stock”) to the Company on the terms and conditions set forth in this Agreement.

B.The Company has agreed to purchase all of the Shares at the price and upon the terms and conditions provided in this Agreement.

C.The board of directors of the Company (the “Board”) formed a special committee of the Board (the “Special Committee”) consisting solely of disinterested, independent directors to, among other things, review, evaluate, negotiate, approve and recommend, or reject the purchase of the Shares. The Board further resolved it would not approve the purchase of the Shares without the prior favorable recommendation by the Special Committee.

D.The Special Committee has received a fairness opinion (the “Opinion”) from Kroll, LLC (acting through its Duff & Phelps Opinion Practice), the independent financial advisor to the Special Committee, regarding the consideration to be paid by the Company in exchange for the Shares.

E.The Special Committee has, at a duly convened and held meeting and based on, among other things, the Opinion, unanimously recommended that the Board approve the Company’s entering into this Agreement and the consummation of the transactions contemplated hereby (the “Special Committee Recommendation”), and the Board (with Jonathan Weis being recused from voting with respect thereto) has, at a duly convened and held meeting, acting on the Special Committee Recommendation, approved the execution of this Agreement by the Company and the consummation of the transactions contemplated hereby.

In consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the undersigned hereby agree as follows:

Agreement

1.Purchase.

(a)On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the Sellers, severally (and not jointly and severally), agree to transfer, assign, sell, convey, and deliver to the Company the number of Shares as reflected on Schedule A hereto. The Company hereby agrees to purchase from each Seller the number of shares set forth beside such Seller’s name on Schedule A hereto, for an aggregate amount of $140,000,000 (the “Purchase Price”), or approximately $65.00 per share, allocable to each Seller on a pro rata basis based on the number of Shares sold. The Parties hereto acknowledge that the Sellers intend that the sale of the Shares to the Company be treated for U.S. federal income tax purposes as a redemption described in Section 303 of the Code.

(b)The closing of the sale of the Shares (the “Closing”) shall take place by conference call at 8:00 a.m. eastern time on June 6, 2025, or on such other date and time as the parties agree in writing. Payment for the Shares shall be made by wire transfer of immediately available funds to the account specified by each respective Seller on Exhibit A in an aggregate amount equal to the Purchase Price. Any excise taxes or transfer taxes payable in connection with the sale of such Shares, if any, shall be paid by the Company.

(c)By executing this Agreement, the Sellers hereby authorize the Company, and the officers thereof, to, at the Closing, reflect the transfer, assignment, sale, conveyance, and delivery of the Shares to the Company, in all cases contemplated by, and in accordance with, this Agreement. At the Closing (i) in accordance with the preceding sentence, Sellers shall take any and all additional action necessary to cause the Shares to be transferred, assigned, sold, conveyed, and delivered to the Company, including delivering duly and validly endorsed or accompanied stock powers sufficient to convey to the Company good, valid, and marketable title in and to the Shares, free and clear of any Liens (as defined in Section 4(d) below) or, in lieu of delivering certificates representing the Shares, cause their respective broker(s) to deliver the applicable Shares to the Company or its transfer agent through the facilities of the Depository Trust Company’s DWAC system pursuant to such documentation as the Company or its transfer agent may reasonably request, and (ii) the Company shall pay to Sellers the Purchase Price.

2.Public Announcement; Public Filings.

(a)The Company intends, on the date hereof, to issue a press release in the form of Exhibit B hereto. Sellers shall not issue any press release or make any public statement relating to the transactions contemplated hereby that is inconsistent with, or is otherwise contrary to, the statements in the press release, other than as required by law or regulation.

(b)Promptly following the date hereof, the Sellers shall cause to be filed with the U.S. Securities and Exchange Commission (the “SEC”) all beneficial ownership filings or reports under Section 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder necessary to report or reflect the sale and purchase of the Shares, and prior to the filing thereof, will provide the Company and its counsel and the counsel to the Special Committee a reasonable opportunity to review and comment on each such filing or report, which comments the Sellers shall consider in good faith. To the extent required by applicable law or otherwise deemed appropriate by the Company, the Company shall cause to be filed with the SEC a Current Report on Form 8-K disclosing, among other things, the execution of this Agreement, which filing the Company will provide to the Sellers and its counsel in advance and provide a reasonable opportunity to review and comment on such filing, which comments the Company shall consider in good faith.

3.Company Representations. In connection with the transactions contemplated hereby, the Company represents and warrants to the Sellers as of the date hereof and as of the Closing that:

(a)(i) The Company is a corporation presently subsisting under the laws of the Commonwealth of Pennsylvania; (ii) the Company has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (iii) all corporate action required to be taken for the due and proper authorization, execution, and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.

(b)This Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, or other laws affecting enforcement of creditors’ rights or by general equitable principles.

4.Representations of the Sellers. In connection with the transactions contemplated hereby, each Seller, severally (and not jointly and severally), represents and warrants to the Company as of the date hereof and as of the Closing that:

(a)Such Seller is a trust validly existing under the laws of the jurisdiction of its organization.

(b)All consents, approvals, authorizations, and orders necessary for the execution and delivery by such Seller of this Agreement, and for the sale and delivery of the Shares to be sold by such Seller hereunder, have been obtained; and such Seller has full right, power, and authority to enter into this Agreement, and to sell, assign, transfer, convey, and deliver the Shares to be sold by such Seller hereunder.

(c)This Agreement has been duly authorized, executed, and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, or other laws affecting enforcement of creditors’ rights or by general equitable principles.

(d)Such Seller has valid title to the Shares to be sold hereunder by such Seller, and, upon transfer of the Shares to be sold by such Seller hereunder and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities, or adverse claims (collectively, “Liens”), will pass to the Company.

(e)Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the sale of the Shares. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the sale of the Shares and has had full access to such other information concerning the Company it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the sale of the Shares. Such Seller is an informed and sophisticated party and has engaged, to the extent each such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that neither the Company nor any person on behalf of the Company has made, and such Seller has not relied upon, any express or implied representations, warranties, or statements of any nature, whether or not in writing or orally, including as to the accuracy and completeness of any information provided by or on behalf of the Company to the Sellers or their representatives, except as expressly set forth for the benefit of the Sellers in this Agreement.

(f)There is no suit, action, investigation, or proceeding pending or, to the knowledge of such Seller, threatened against such Seller that could impair the ability of such Seller to perform its obligations hereunder or to consummate the transactions contemplated hereby.

(g)Such Seller is not, as of the date hereof, and such Seller will not become, a party to any agreement, arrangement, or understanding which could result in the Company having any obligation or liability for any brokerage fees, commissions, underwriting discounts, or other similar fees or expenses relating to the transactions contemplated by this Agreement. No payment made by the Company to such Seller pursuant to this Agreement shall be subject to income tax withholding. Prior to the Closing, such Seller has provided to the Company an appropriate, correct and complete Internal Revenue Service Form W-9 or W-8.

(h)Such Seller represents that (i) such Seller is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended, and (ii) the sale of the applicable Shares by such Seller (x) was privately negotiated in an independent transaction and (y) does not violate any rules or regulations applicable to such Seller.

5.Information. Each Seller acknowledges and understands that the Company and members of the Board and of the Company’s management may have material, non-public information regarding the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans (including, without limitation, plans regarding other potential exchanges or purchases of Common Stock, which may be for different amounts or types of consideration), and prospects (collectively, the “Information”). The Sellers acknowledge and agree that (i) Sellers may not have access to all material, non-public information, including, but not limited to, the Information and (ii) neither the Company nor any member of the Board or of the Company’s management has any obligation to disclose to the Sellers any of the Information. The Sellers hereby waive and release, except to the extent expressly prohibited by law, any and all claims and causes of action (whether known or unknown) they currently have or may have in the future against the Company and its affiliates, controlling persons, officers, directors, employees, representatives, and agents, based upon, relating to or arising out of (A) the nondisclosure of the Information or (B) lack of access to material, non-public information, including, but not limited to the Information, in connection with the transactions contemplated by this Agreement. The Sellers are aware that the Company is relying on the foregoing acknowledgement and waiver in this Section 5 in connection with the transactions contemplated by this Agreement.

6.Miscellaneous.

(a)Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(b)Counterparts; Execution of Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic transmission, including by e-mail attachment or PDF document, shall be as effective as delivery of a manually executed counterpart of this Agreement.

(c)No Third-Party Beneficiaries or Other Rights. This Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns, and nothing herein express or implied shall give or shall be construed to confer any legal or equitable rights or remedies to any person other than the parties to this Agreement and their successors and permitted assigns.

(d)Governing Law; Jurisdiction. This Agreement and all disputes arising out of or related to this Agreement, whether in contract, tort or otherwise, will be governed by and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to any applicable principles of conflicts of law that might require the application of the laws of any other jurisdiction. The parties irrevocably consent to the exclusive jurisdiction of any state or federal court in Northumberland County, Pennsylvania. Each of the parties acknowledges and agrees that such venue is the most convenient forum for such party. Each of the parties waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.

(e)Mutuality of Drafting. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(f)Amendment and Waiver. The provisions of this Agreement may be amended, modified, or waived only with the prior written consent of the Sellers and the Company; provided, in the case of the Company, such amendment, modification, or waiver has been approved by the Special Committee or, if the Special Committee is no longer in existence, by a majority of the members of the Board unaffiliated with the Sellers, or a committee of such directors. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions of this Agreement, nor shall any waiver constitute a continuing waiver. Moreover, no failure by any party to insist upon strict performance of any of the provisions of this Agreement or to exercise any right or remedy arising out of a breach thereof shall constitute a waiver of any other provisions or any other breaches of this Agreement.

(g)Further Assurances. Each of the Company and the Sellers shall execute and deliver such additional documents and instruments and shall take such further action as may be necessary or appropriate to effectuate fully the provisions of this Agreement.

(h)Expenses. Each of the Company and the Sellers shall bear their own respective expenses in connection with the drafting, negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(i)Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior or contemporaneous agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof.

[Signatures on the following page.]

IN WITNESS WHEREOF, the parties hereto have executed this Share Purchase Agreement as of the date first written above.


Company:
	WEIS MARKETS, INC.
	By:	/s/ John F. O’Hara
		Name: John F. O’Hara Title: SVP of Legal Affairs and Real Estate
Sellers:
	PATRICIA R. WEIS MARITAL TRUST
		/s/ Jennifer Weis Monsky
		Name: Jennifer Weis Monsky Title: Trustee
		/s/ Colleen Ross Weis
		Name: Colleen Ross Weis Title: Trustee
	PATRICIA G ROSS WEIS REVOCABLE TRUST
		/s/ Jennifer Weis Monsky
		Name: Jennifer Weis Monsky Title: Trustee
		/s/ Colleen Ross Weis
		Name: Colleen Ross Weis Title: Trustee

EX-99.1 3 wmk-20250606xex99d1.htm EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact:

Dennis Curtin

Weis Markets, Inc.

570-847-3636

dennis.curtin@weismarkets.com

WEIS MARKETS, INC. SHARE PURCHASE AGREEMENT

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

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

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

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About Weis Markets

Founded in 1912, Weis Markets, Inc. (NYSE: WMK) is a Mid Atlantic food retailer operating 198 stores in Pennsylvania, Maryland, Delaware, New Jersey, New York, West Virginia and Virginia. For more information, please visit: WeisMarkets.com or Facebook.com/WeisMarkets.

In addition to historical information, this news release may contain forward-looking statements, which are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. For example, risks and uncertainties can arise with changes in: general economic conditions, including their impact on capital expenditures; tariffs and trade policies; business conditions and trends in the retail industry; the regulatory environment; rapidly changing technology, including cybersecurity and data privacy risks, and competitive factors, including increased competition with regional and national retailers; and price pressures. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect Management’s analysis only as of the date hereof. The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risk factors described in other documents the Company files periodically with the Securities and Exchange Commission.

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