vlgea-20260124

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

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
	Class A Common Stock, No Par Value	10,626,925 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			23

Item 1A. Risk Factors			23



Item 5. Other Information			25

Item 6. Exhibits			25

Signatures			26

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


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

	January 24, 2026		July 26, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	160,105	$	110,699
Merchandise inventories	45,182		51,424
Patronage dividend receivable	6,132		14,144

Income taxes receivable	110		5,265
Other current assets	23,080		19,223
Assets held for sale	—		4,354
Total current assets	234,609		205,109
Property, equipment and fixtures, net	321,083		322,889
Operating lease assets	239,705		252,291
Notes receivable from Wakefern	115,357		111,205
Investment in Wakefern	32,207		32,207
Investments in real estate partnerships	21,527		21,701
Goodwill	24,190		24,190
Other assets	38,571		34,119
Total assets	$	1,027,249	$	1,003,711
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Operating lease obligations	$	21,737	$	21,585
Finance lease obligations	1,091		1,037
Notes payable to Wakefern	479		541
Current portion of long-term debt	9,370		9,370
Accounts payable to Wakefern	90,765		83,258
Accounts payable and accrued expenses	36,607		33,177
Accrued wages and benefits	30,024		32,004
Income taxes payable	1,396		297
Total current liabilities	191,469		181,269
Operating lease obligations	228,996		241,216
Finance lease obligations	17,565		18,243
Notes payable to Wakefern and other related parties	395		405
Long-term debt	49,510		48,621
Pension liabilities	2,999		3,284
Other liabilities	19,645		18,709
Total liabilities	510,579		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 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
Retained earnings	446,911		423,690
Accumulated other comprehensive income	4,126		4,453
Treasury stock, Class A, at cost: 997 shares at January 24, 2026 and July 26, 2025	(20,465)		(20,465)
Total shareholders' equity	516,670		491,964
Total liabilities and shareholders' equity	$	1,027,249	$	1,003,711

See notes to consolidated financial statements.


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

	13 Weeks Ended				26 Weeks Ended
	January 24, 2026		January 25, 2025		January 24, 2026		January 25, 2025
Sales	$	640,959	$	599,651	$	1,223,552	$	1,157,347

Cost of sales	461,081		429,645		878,723		825,463

Gross profit	179,878		170,006		344,829		331,884

Operating and administrative expense	147,886		139,254		289,332		276,774

Depreciation and amortization expense	8,529		8,602		16,934		16,985

Operating income	23,463		22,150		38,563		38,125



Interest expense	847		982		1,709		1,972

Interest income	(3,176)		(3,356)		(6,444)		(6,972)

Income before income taxes	25,792		24,524		43,298		43,125

Income taxes	7,920		7,628		13,425		13,428

Net income	$	17,872	$	16,896	$	29,873	$	29,697

Net income per share:
Class A common stock:
Basic	$	1.34	$	1.27	$	2.25	$	2.23
Diluted	1.21		1.14		2.02		2.01

Class B common stock:
Basic	$	0.87	$	0.82	$	1.46	$	1.45
Diluted	0.87		0.82		1.46		1.45

See notes to consolidated financial statements.


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

	13 Weeks Ended				26 Weeks Ended
	January 24, 2026		January 25, 2025		January 24, 2026		January 25, 2025
Net income	$	17,872	$	16,896	$	29,873	$	29,697

Other comprehensive income (loss):
Unrealized gains (losses) on interest rate swaps, net of tax (1)	162		283		(478)		(110)
Amortization of pension actuarial gain, net of tax (2)	(27)		(68)		(54)		(135)
Pension settlement loss, net of tax (3)	—		—		205		—

Total other comprehensive income (loss)	135		215		(327)		(245)
Comprehensive income	$	18,007	$	17,111	$	29,546	$	29,452

(1)Amounts are net of tax of $79 and $128 for the 13 weeks ended January 24, 2026 and January 25, 2025, respectively, and $215 and $50 for the 26 weeks ended January 24, 2026 and January 25, 2025, respectively.

(2)Amounts are net of tax of $12 and $31 for the 13 weeks ended January 24, 2026 and January 25, 2025, respectively, and $24 and $62 for the 26 weeks ended January 24, 2026 and January 25, 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 26 weeks ended January 24, 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 SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (In thousands) (Unaudited)

	13 Weeks Ended January 24, 2026 and January 25, 2025
	Class A Common Stock			Class B Common Stock					Accumulated Other Comprehensive Income (Loss)		Treasury Stock Class A			Total Shareholders' Equity
	Shares Issued	Amount		Shares Issued	Amount		Retained Earnings				Shares	Amount
Balance, 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	—	—		—	—		16,896		—		—	—		16,896
Other comprehensive income, net of tax of $97	—	—		—	—		—		215		—	—		215
Dividends	—	—		—	—		(3,330)		—		—	—		(3,330)


Restricted shares forfeited	(14)	(150)		—	—		—		—		—	—		(150)
Share-based compensation expense	—	875		—	—		—		—		—	—		875

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
	Class A Common Stock			Class B Common Stock					Accumulated Other Comprehensive Income (Loss)		Treasury Stock Class A			Total Shareholders' Equity
	Shares Issued	Amount		Shares Issued	Amount		Retained Earnings				Shares	Amount
Balance, July 26, 2025	11,627	$	83,616	4,125	$	670	$	423,690	$	4,453	997	$	(20,465)	$	491,964
Net income	—	—		—	—		29,873		—		—	—		29,873
Other comprehensive loss, net of tax of $146	—	—		—	—		—		(327)		—	—		(327)
Dividends	—	—		—	—		(6,652)		—		—	—		(6,652)


Restricted shares forfeited	(3)	(48)		—	—		—		—		—	—		(48)
Share-based compensation expense	—	1,860		—	—		—		—		—	—		1,860

Balance, January 24, 2026	11,624	$	85,428	4,125	$	670	$	446,911	$	4,126	997	$	(20,465)	$	516,670

Balance, July 27, 2024	11,559	$	80,186	4,204	$	683	$	380,618	$	6,579	999	$	(20,507)	$	447,559
Net income	—	—		—	—		29,697		—		—	—		29,697
Other comprehensive loss, net of tax of $112	—	—		—	—		—		(245)		—	—		(245)
Dividends	—	—		—	—		(6,652)		—		—	—		(6,652)
Exercise of stock options	—	5		—	—		—		—		(1)	16		21

Restricted shares forfeited	(18)	(194)		—	—		—		—		—	—		(194)
Share-based compensation expense	—	1,782		—	—		—		—		—	—		1,782
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

See notes to consolidated financial statements.


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

	26 Weeks Ended
	January 24, 2026		January 25, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	29,873	$	29,697
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	17,943		18,149
Share-based compensation expense	1,812		1,588

Deferred taxes	757		(47)
Provision to value inventories at LIFO	496		344

Gain on sale of property, equipment and fixtures	(22)		—
Changes in assets and liabilities:
Merchandise inventories	5,746		(3,502)
Patronage dividend receivable	8,012		10,255
Accounts payable to Wakefern	9,031		8,279
Accounts payable and accrued expenses	3,359		964
Accrued wages and benefits	(1,980)		(2,142)
Income tax receivables and payables	6,254		2,486
Other assets and liabilities	(2,501)		(5,119)
Net cash provided by operating activities	78,780		60,952
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(17,709)		(27,548)
Proceeds from the sale of assets	4,494		—
Investment in notes receivable from Wakefern	(4,152)		(4,298)



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	(21,798)		(32,185)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	—		21

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	(5,602)		(5,468)


Dividends	(6,652)		(6,652)

Net cash used in financing activities	(6,469)		(12,099)

NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	50,513		16,668
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD	110,699		117,261
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	161,212	$	133,929

SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
Interest	$	1,709	$	1,972
Income taxes	$	6,415	$	10,989

NONCASH SUPPLEMENTAL DISCLOSURES:

Capital expenditures included in accounts payable and accrued expenses	$	7,897	$	9,762
Lease obligations obtained in exchange for right-of-use assets	$	175	$	10,239

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 24, 2026 and July 26, 2025 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 26 weeks ended January 24, 2026 and January 25, 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 26 weeks ended January 24, 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						26 Weeks Ended
	January 24, 2026			January 25, 2025 (4)			January 24, 2026			January 25, 2025 (4)
	Amount		%	Amount		%	Amount		%	Amount		%
Center Store (1)	$	384,500	60.0%	$	364,942	60.9%	$	727,202	59.4%	$	698,274	60.4%
Fresh (2)	227,150		35.4%	209,420		34.9%	438,134		35.8%	407,514		35.2%
Pharmacy	26,272		4.1%	22,616		3.8%	52,549		4.3%	46,610		4.0%
Other (3)	3,037		0.5%	2,673		0.4%	5,667		0.5%	4,949		0.4%

Total Sales	$	640,959	100.0%	$	599,651	100.0%	$	1,223,552	100.0%	$	1,157,347	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 67% and 64% of the Company's merchandise inventories were valued by the last-in, first-out ("LIFO") method at January 24, 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 $22,878 and $22,382 higher than reported at January 24, 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				26 Weeks Ended
	January 24, 2026		January 25, 2025		January 24, 2026		January 25, 2025
Net income	$	17,872	$	16,896	$	29,873	$	29,697
Distributed and allocated undistributed Net income to unvested restricted shareholders	572		572		956		1,006
Net income available to Class A and Class B shareholders	$	17,300	$	16,324	$	28,917	$	28,691

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


	January 24, 2026
	13 Weeks Ended				26 Weeks Ended
	Class A		Class B		Class A		Class B
Numerator:
Net income allocated, basic	$	13,701	$	3,599	$	22,901	$	6,016
Conversion of Class B to Class A shares	3,599		—		6,016		—

Net income allocated, diluted	$	17,300	$	3,599	$	28,917	$	6,016

Denominator:
Weighted average shares outstanding, basic	10,200		4,125		10,200		4,125
Conversion of Class B to Class A shares	4,125		—		4,125		—

Weighted average shares outstanding, diluted	14,325		4,125		14,325		4,125

	January 25, 2025
	13 Weeks Ended				26 Weeks Ended
	Class A		Class B		Class A		Class B
Numerator:
Net income allocated, basic	$	12,924	$	3,400	$	22,661	$	6,030
Conversion of Class B to Class A shares	3,400		—		6,030		—

Net income allocated, diluted	$	16,324	$	3,400	$	28,691	$	6,030

Denominator:
Weighted average shares outstanding, basic	10,182		4,125		10,144		4,163
Conversion of Class B to Class A shares	4,125		—		4,163		—

Weighted average shares outstanding, diluted	14,307		4,125		14,307		4,163

Non-vested restricted Class A shares of 425 and 437, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at January 24, 2026 and January 25, 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 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 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 24, 2026 and July 26, 2025 are $129,427 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 24, 2026, the Company's indebtedness to Wakefern for the outstanding amount of stock subscriptions was $652, of which $479 is recorded in notes payable to Wakefern and $173 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 Company is in the process of evaluating its options for alternative relief with respect to Wakefern and the Acquisition. Notwithstanding the above, the Second Amended Complaint is pending resolution on the merits. In addition, there is currently a dispute that arose in August 2025 between the Company and Wakefern related to certain trademark and other agreements between the parties, which delayed the approval of new stores that the Company has planned. To date, this dispute has not significantly impacted the Company's operations or financial performance or significantly delayed the opening of any new stores. However, Wakefern has indicated that it could take additional actions against the Company if the matter in controversy is not resolved. 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

Secured term loans	$	43,244	$	45,378
Unsecured term loan	10,085		12,613
New Market Tax Credit financing	5,551		—
Total debt	58,880		57,991
Less: current portion of long-term debt	9,370		9,370
Total long-term debt	$	49,510	$	48,621

Credit Facility

SEC Form 10-Q filed by Village Super Market Inc.