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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): November 4, 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 2.02 Results of Operations and Financial Condition.

On November 4, 2025, the Company released its earnings for the third quarter ended September 27, 2025. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit.

99.1 Weis Markets, Inc. November 4, 2025, news release announcing the third quarter ended September 27, 2025 earnings.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 4, 2025

EX-99.1 2 wmk-20251104xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact:

Dennis Curtin

Weis Markets, Inc.

570-847-3636

dennis.curtin@weismarkets.com

WEIS MARKETS REPORTS THIRD QUARTER 2025 RESULTS

Company’s third quarter comparable store sales excluding fuel increased 2.5 percent

Sunbury, PA (November 4, 2025) – Weis Markets, Inc. (NYSE: WMK) today reported its financial results for the 13-week third quarter and 39-week year-to-date period ended September 27, 2025.

“We are grateful for the hard work and dedication of our associates for their excellent service and commitment to our customers and communities every day,” said Weis Markets, Inc. Chairman, President, and CEO Jonathan H. Weis. “Despite ongoing cautious consumer spending and macroeconomic uncertainty in the third quarter, our team increased net sales and gross profits through successful customer engagement and operational excellence. We are also focused on prudent cost management.” Mr. Weis added, “We continue to make significant investments in our associates, technologies, and facilities that will improve efficiencies, enhance customer experience, and generate long-term shareholder value.”

Third Quarter 2025 Results

Net sales and other revenue totaled $1.24 billion for the 13-week third quarter ended September 27, 2025, compared to $1.19 billion for the same period in 2024, up 4.4 percent. Third quarter comparable store sales excluding fuel increased 2.5 percent on an individual year-over-year basis and increased 5.5 percent on a two-year stacked basis.

The Company’s third quarter net income totaled $18.23 million compared to $25.84 million in 2024, down 29.4 percent. Adjusted for the weighted-average shares outstanding for the applicable reporting period, third quarter earnings per share totaled $0.74 compared to $0.96 per share for the same period in 2024. The third quarter net income in 2024 included a $4.58 million pre-tax gain on disposition of fixed assets.


Year-To-Date 2025 Results

Net sales and other revenue totaled $3.66 billion for the 39-week year-to-date period ended September 27, 2025, compared to $3.56 billion for the same period in 2024, up 2.9 percent. Year-to-date comparable store sales excluding fuel increased 1.9 percent on an individual year-over-year basis and increased 4.1 percent on a two-year stacked basis.

The Company’s year-to-date net income totaled $65.24 million, compared to $75.26 million in 2024, down 13.3 percent. Adjusted for the weighted-average shares outstanding for the applicable reporting period, year-to-date earnings per share totaled $2.51 compared to $2.80 per share for the same period in 2024. The year-to-date net income amount this year included $1.24 million in pre-tax related party share purchase agreement transaction expenses, while the year-to-date net income amount in 2024 included a $4.58 million pre-tax gain on disposition of fixed assets.

Quarterly Cash Dividend

The Weis Markets, Inc. Board of Directors declared on October 30, 2025, a quarterly cash dividend of $0.34 per share to shareholders of record as of November 10, 2025, payable on November 24, 2025.

###

About Weis Markets

Founded in 1912, Weis Markets, Inc. is a Mid Atlantic food retailer currently operating 201 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. Management is also providing a two-year stacked comparable store sales analysis, a non-GAAP measure, because Management believes this metric is useful to investors and analysts. It is not recommended that the two-year-stacked analysis be considered a substitute for the Company’s operating results as reported in accordance with GAAP.

###


WEIS MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Third Quarter – 2025

(Unaudited)

13 Weeks Ended

39 Weeks Ended

(amounts in thousands, except shares and per share amounts)

September 27, 2025

September 28, 2024

September 27, 2025

September 28, 2024

Net sales

$

1,238,208

$

1,186,232

$

3,649,492

$

3,546,602

Other revenue

4,099

3,875

12,387

12,175

Total revenue

1,242,307

1,190,107

3,661,879

3,558,777

Cost of sales, including advertising, warehousing and distribution expenses

933,619

895,092

2,745,325

2,669,728

Gross profit on sales

308,688

295,015

916,554

889,049

Operating, general and administrative expenses

286,313

265,457

839,207

799,640

Income from operations

22,375

29,558

77,347

89,409

Investment income (loss) and interest expense

3,276

7,848

12,981

17,461

Other income (expense)

(1,565)

(1,621)

(3,370)

(3,429)

Income before provision for income taxes

24,086

35,785

86,958

103,441

Provision for income taxes

5,853

9,945

21,721

28,178

Net income

$

18,233

$

25,840

$

65,237

$

75,263

Weighted-average shares outstanding, basic and diluted

24,744,597

26,898,443

25,999,035

26,898,443

Cash dividends per share

$

0.34

$

0.34

$

1.02

$

1.02

Basic and diluted earnings per share

$

0.74

$

0.96

$

2.51

$

2.80


WEIS MARKETS, INC.

INDIVIDUAL YEAR-OVER-YEAR ANALYSIS OF SALES

Third Quarter – 2025

(Unaudited)

Percentage Change

2025 vs. 2024

September 27, 2025

13 Weeks Ended

39 Weeks Ended

Net sales

    

4.4

%

2.9

%

Net sales, excluding fuel

4.2

2.9

Comparable store sales (individual year)

2.5

1.7

Comparable store sales, excluding fuel (individual year)

2.5

1.9


WEIS MARKETS, INC.

TWO-YEAR STACKED COMPARABLE STORE SALES

Third Quarter – 2025

(Unaudited)

Percentage Change

13 Weeks Ended

September 27, 2025

2025 vs. 2024

2024 vs. 2023

Comparable store sales (individual year)

2.5

%

2.5

%

Comparable store sales (two-year stacked)

5.0

Comparable store sales, excluding fuel (individual year)

2.5

3.0

%

Comparable store sales, excluding fuel (two-year stacked)

5.5

Percentage Change

39 Weeks Ended

September 27, 2025

2025 vs. 2024

2024 vs. 2023

Comparable store sales (individual year)

1.7

%

2.0

%

Comparable store sales (two-year stacked)

3.7

Comparable store sales, excluding fuel (individual year)

1.9

2.2

%

Comparable store sales, excluding fuel (two-year stacked)

4.1