10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 30, 2023

OR

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to_________

Commission File Number 1-5039

WEIS MARKETS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania (State or other jurisdiction of incorporation or organization) 1000 S. Second Street P. O. Box 471	24-0755415 (I.R.S. Employer Identification No.)
Sunbury, Pennsylvania (Address of principal executive offices) Registrant’s telephone number, including area code: (570) 286-4571	17801-0471 (Zip Code) Registrant’s web address: www.weismarkets.com

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

Securities registered pursuant to Section 12(g) of the act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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 [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

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

Large accelerated filer [ X ]	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 has filed a report on and attestation to its Management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. [X]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. [ ]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

The aggregate market value of Common Stock held by non-affiliates of the Registrant is approximately $607,000,000 as of July 1, 2023 the last business day of the most recently completed second fiscal quarter.

Shares of common stock outstanding as of February 28, 2024 - 26,898,443.

DOCUMENTS INCORPORATED BY REFERENCE: Selected portions of the 2024 Weis Markets, Inc. definitive proxy statement are incorporated herein by reference.

WEIS MARKETS, INC.

TABLE OF CONTENTS

FORM 10-K	Page
Part I
Item 1. Business	1
Item 1a. Risk Factors	4
Item 1b. Unresolved Staff Comments	7
Item 1c. Cybersecurity	7
Item 2. Properties	8
Item 3. Legal Proceedings	8
Item 4. Mine Safety Disclosures	8
Information about our Executive Officers	9
Part II	11
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6. [Reserved]	11
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7a. Quantitative and Qualitative Disclosures about Market Risk	22
Item 8. Financial Statements and Supplementary Data	23
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	43
Item 9a. Controls and Procedures	43
Item 9b. Other Information	43
Item 9c. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	43
Part III
Item 10. Directors, Executive Officers and Corporate Governance	44
Item 11. Executive Compensation	44
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	44
Item 13. Certain Relationships and Related Transactions, and Director Independence	44
Item 14. Principal Accountant Fees and Services	44
Part IV
Item 15. Exhibits, Financial Statement Schedules	44
Item 15(c)(3). Schedule II - Valuation and Qualifying Accounts	46
Item 16. Form 10-K Summary	46
Signatures	47
Exhibit 21 Subsidiaries of the Registrant
Exhibit 31.1 Rule 13a-14(a) Certification - CEO
Exhibit 31.2 Rule 13a-14(a) Certification - CFO
Exhibit 32 Certification Pursuant to 18 U.S.C. Section 1350

WEIS MARKETS, INC.

PART I

Item 1.   Business:

Weis Markets, Inc. (Weis Markets or the Company) is a Pennsylvania business founded by Harry and Sigmund Weis in 1912 and incorporated in 1924. The Company is engaged principally in the retail sale of food in Pennsylvania and surrounding states. There was no material change in the nature of the Company’s business during fiscal 2023. The Company’s stock has been traded on the New York Stock Exchange since 1965 under the symbol “WMK.” The Weis family currently owns approximately 65% of the outstanding shares. Jonathan H. Weis serves as Chairman of the Board of Directors, President and Chief Executive Officer.

The Company’s retail food stores sell groceries, dairy products, frozen foods, meats, seafood, fresh produce, floral, pharmacy services, deli products, prepared foods, bakery products, beer and wine, fuel and general merchandise items, such as health and beauty care and household products. The store product selection includes national, local and private brands including natural, gluten-free and organic varieties. The Company advertises its products and promotes its brand through digital and printed circulars; television ads; radio ads; e-mail blasts; and on-line via its web site, social media and mobile applications. The Company promotes competitive pricing by using Everyday Lower Price; Low Price Guarantee; Low, Low Price; 3 Day Sale; senior and military discounts; and Loyalty programs. The Loyalty program includes reward points that may be redeemed for discounts on items in store, at the Company’s fuel stations or at one of its third-party fuel station partners. The Company currently owns and operates 197 retail food stores many of which have on-line order customer service. The Company’s operations are reported as a single reportable segment. The majority of the Company’s revenues are generally not seasonal in nature. However, revenues tend to be higher during the major holidays throughout the year. Additionally, significant inclement weather systems, particularly winter storms, tend to affect sales trends.

The following table provides additional detail on the percentage of consolidated net sales contributed by product category for fiscal years 2023, 2022 and 2021, respectively:

	2023		2022		2021
Center Store (1)	54.4	%	54.7	%	54.9	%
Fresh (2)	29.1		30.0		31.1
Pharmacy Services	11.2		9.4		9.4
Fuel	5.1		5.6		4.4
Other	0.2		0.3		0.2
Consolidated net sales	100.0	%	100.0	%	100.0	%

(1) Consists primarily of groceries, dairy products, frozen foods, beer and wine, and general merchandise items, such as health and beauty care and household products.

(2) Consists primarily of meats, seafood, fresh produce, floral, deli products, prepared foods and bakery products.

At the end of 2023, Weis Markets, Inc. operated 3 stores in Delaware, 49 stores in Maryland, 6 stores in New Jersey, 9 stores in New York, 118 stores in Pennsylvania, 9 stores in Virginia and 3 stores in West Virginia, for a total of 197 retail food stores operating under the Weis Markets trade name.

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WEIS MARKETS, INC.

Item 1.   Business: (continued)

All retail food store locations operate as conventional supermarkets. The retail food stores range in size from 8,000 to 71,000 square feet, with an average size of approximately 49,000 square feet. The Company’s store fleet includes a variety of sizes with a few locations in operation since the 1950s; all stores are branded Weis Markets and provide the same basic offerings scaled to the size of each store. The following summarizes the number of stores by size categories as of year-end:

	2023	2023	2022	2022
Square feet	Number of stores	% of Total	Number of stores	% of Total
Over 55,000	64	32%	64	32%
45,000 to 54,999	70	36%	70	36%
35,000 to 44,999	46	23%	46	23%
25,000 to 34,999	12	6%	12	6%
Under 25,000	5	3%	5	3%
Total	197	100%	197	100%

The Company believes that opening new stores and remodeling current stores are vital for future Company growth. The location and appearance of its stores are important components of attracting new and retaining current customers. On an average basis, the Company has two to three new/relocated stores in the process of being developed and dedicates one third of its capital expenditure budget to new stores annually, excluding acquisitions. Significant labor and supply chain disruptions in 2022 and 2023 resulted in multiple store development and construction projects (new, relocated, addition, major remodel) to be carried over for completion in 2024 and 2025 as supply chain conditions stabilize. Generally, another fifteen to twenty percent of the capital expenditure budget is dedicated to store remodels while the remainder is attributable to supply chain, technology, smaller in-store sales-driven projects, store maintenance and store support function expenditures.

The following schedule shows the changes in the number of retail food stores, total square footage and store additions/remodels as of year-end:

	2023	2022	2021	2020	2019
Beginning store count	197	196	196	198	202
New/relocated stores	—	2	4	2	1
Closed/relocated stores	—	(1)	(4)	(4)	(5)
Ending store count	197	197	196	196	198
Total square feet (000’s), at year-end	9,710	9,710	9,617	9,568	9,642
Additions/major remodels	4	9	13	13	12

Utilizing its own strategically located distribution center and transportation fleet, Weis Markets self distributes approximately 56% of product supplied to stores with the remaining being supplied by direct store vendors and regional wholesalers. In addition, the Company has three manufacturing facilities which process milk, ice cream and fresh meat products. The corporate offices are located in Sunbury, Pennsylvania where the Company was founded in 1912.

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WEIS MARKETS, INC.

Item 1.   Business: (continued)

The Company strives to be good stewards of the environment and makes this an important part of its overall mission. Its sustainability strategy operates under four key pillars: green design, natural resource conservation, food and agricultural impact and community impact. The goal of the sustainability strategy is to reduce the Company’s overall carbon footprint by reducing greenhouse gas emissions and reducing the impact on the environment. The Company continues to be a member of the EPA GreenChill program for advancing environmentally beneficial refrigerant management systems. The Company currently has thirteen stores certified under this program and plans to expand this program to more stores. Since 2017, the Company has replaced 96% of its stores fluorescent lighting with more energy efficient and environmentally friendly LED lighting. The Company continues to emphasize recycling in all areas, most recently noting a decrease in store waste where the Company has diverted approximately 43 thousand tons of waste from landfills. These statistics and more can be found in the Company’s most recently published sustainability report, linked below in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Company operates in a highly competitive marketplace. The number and the variety of competitors vary by market. The Company’s principal competition consists of international, national, regional and local food chains, as well as independent food stores. The Company also faces substantial competition from convenience stores, membership warehouse clubs, specialty retailers, supercenters and large-scale drug and pharmaceutical chains. This competition is augmented by the food retail industry’s expansion into the online market in recent years. The Company continues to effectively compete by offering a strong combination of value, quality and service. The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 188 store locations. “Weis 2 Go Online” allows the customer to order on-line and have their order delivered or picked up at an expedient store drive-thru. The Company also currently offers home delivery to customers in all 197 of its locations via multiple grocery delivery partners.

Human Capital. The Company believes that talent is a business differentiator and is committed to creating a sustainable competitive advantage through the selection, development and promotion of talented, highly motivated people. The Company believes that establishing a learning culture supports its commitment to be an employer of choice and helps drive customer engagement with its associates. Improvements in the Company’s talent management and development will help drive business impact while providing internal career opportunities. The Company continues to grow leaders at every level throughout the organization by creating a culture of mentoring, coaching and leveraging on-the-job assignments for continued development. The Company believes that a strong employment brand is necessary to attract and retain top talent and affects its ability to compete and execute strategic plans. The Company will continue to assess and upgrade underlying technologies to support human capital development as a strategic imperative for future growth.

The Company currently employs approximately 23,000 full-time and part-time associates. Approximately 95% of Weis Markets associates are paid an hourly wage.

Trade Names and Trademarks. The Company has invested significantly in the development and protection of “Weis Markets” both as a trade name and a trademark and considers it to be an important asset. The Company is the exclusive licensee of nearly 125 trademarks registered and/or pending in the United States Patent and Trademark Office from WMK Holdings, Inc., including trademarks for its product lines and promotions such as Weis, Weis 2 Go, Weis Great Meals Start Here, Weis Gas-n-Go and Weis Nutri-Facts. Each trademark registration is for an initial period of 10 years and may be renewed so long as it is in continued use in commerce.

The Company considers its trademarks to be of material importance to its business and actively defends and enforces its rights.

The Company maintains a corporate web site at www.weismarkets.com/investor-relations. The Company makes available, free of charge, on the “Investor Relations” page of its web site, its Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after the Company electronically files such

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WEIS MARKETS, INC.

Item 1.   Business: (continued)

material or furnishes it to the U.S. Securities and Exchange Commission (SEC) by clicking on the “SEC Information” link.

The Company’s Corporate Governance materials can be found on the “Governance” page of its web site. These materials include the Corporate Governance Guidelines; the Charters of the Audit, Compensation and Disclosure Committees; and both the Code of Business Conduct and Ethics and the Code of Ethics for the CEO and CFO. A copy of the foregoing corporate governance materials is available upon written request to the Company’s principal executive offices.

Item 1a.   Risk Factors:

Competitive and Reputational Risks

The Company’s industry is highly competitive. If the Company is unable to compete effectively, the Company’s financial condition and results of operations could be materially affected.

The retail food industry is intensely price competitive, and the competition the Company encounters may have a negative impact on product retail prices. The operating environment continues to be characterized by aggressive expansion, entry of non-traditional competitors, market consolidation and increasing fragmentation of retail and online formats. The introduction of on-line food retail in recent years has augmented competition in industry. The financial results may be adversely impacted by a competitive environment that could cause the Company to reduce retail prices without a reduction in its product cost to maintain market share; thus, reducing sales and gross profit margins.

Food safety issues could result in the loss of consumer confidence in the Company.

Customers count on the Company to provide them with safe and wholesome food products. Concerns regarding the safety of food products sold in its stores could cause shoppers to avoid purchasing certain products from the Company, or to seek alternative sources of supply for all of their food needs, even if the basis for the concern is outside of the Company’s control. A loss in confidence on the part of its customers would be difficult and costly to reestablish. As such, any issue regarding the safety of any food items sold by the Company, regardless of the cause, could have a substantial and adverse effect on operations.

The Company may be unable to retain key management personnel.

The Company’s success depends to a significant degree upon the continued contributions of senior management. The loss of any key member of management may prevent the Company from implementing its business plans in a timely manner. In addition, employment conditions specifically may affect the Company’s ability to hire and train qualified associates.

Financial, Investments and Infrastructure Risks

The failure to execute expansion plans could have a material adverse effect on the Company’s business and results of its operations.

Circumstances outside the Company’s control could negatively impact anticipated capital investments in store, distribution and manufacturing projects, information technology and equipment. The Company cannot determine with certainty whether its new or acquired stores will meet expected benefits including, among other things, operating efficiencies, procurement savings, innovation, sharing of best practices and increased market share that may allow for future growth. Achieving the anticipated benefits may be subject to a number of significant challenges and uncertainties, including, without limitation, the possibility of imprecise assumptions underlying expectations regarding potential

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WEIS MARKETS, INC.

Item 1a.   Risk Factors: (continued)

synergies and the integration process, unforeseen expenses and delays diverting Management’s time and attention and competitive factors in the marketplace.

The Company’s investment portfolio may suffer losses from changes in market interest rates and changes in market conditions which could adversely affect results of operations and liquidity.

The Company’s marketable securities consist of corporate and municipal bonds, commercial paper and equity securities. These investments are subject to general credit, liquidity, market and interest rate risks. As a result, the Company may experience a reduction in value or loss of liquidity from investments, which may have a negative impact on the Company’s financial condition and results of operations.

Unexpected factors affecting self-insurance claims and reserve estimates could adversely affect the Company.

The Company uses a combination of insurance and self-insurance to provide for potential liabilities for workers’ compensation, general liability, vehicle accident, property and associate medical benefit claims. Management estimates the liabilities associated with the risks retained by the Company, in part, by considering historical claims experience, demographic and severity factors and other actuarial assumptions which, by their nature, are subject to a high degree of variability. Any projection of losses concerning workers’ compensation and general liability is subject to a high degree of variability. Among the causes of this variability are unpredictable external factors affecting future inflation rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns.

Information Security, Cybersecurity and Data Privacy Risks

Disruptions or cybersecurity breaches in the Company’s information technology systems could adversely affect results of operations.

The Company’s business is highly dependent on complex information technology systems that are vital to its continuing operations. If the Company was to experience difficulties maintaining existing systems or implementing new systems, significant losses could be incurred due to disruptions in its operations. Additionally, these systems contain valuable proprietary data as well as receipt and storage of personal information about its associates and customers, in particular electronic payment data and personal health information that, if breached, would have an adverse effect on the Company. Such an occurrence could adversely affect the Company’s reputation with its customers, associates, and vendors, as well as the Company’s financial condition, results of operations, and liquidity with potential litigation against the Company or the imposition of penalties.

Supply Chain and Third-Party Risks

The Company is affected by certain operating costs which could increase or fluctuate considerably, and other potential disruptions.

Associate expenses contribute to the majority of the Company’s operating costs. The Company’s financial performance is potentially affected by increasing wage and benefit costs, a competitive labor market, regulatory wage increases and the risk of unionized labor disruptions of its non-union workforce. The Company’s profit is particularly sensitive to the cost of oil. Oil prices directly affect the Company’s product transportation costs, as well as its utility and petroleum-based supply costs. It also affects the costs of its suppliers, which impacts its cost of goods. Additionally, disruptions to the Company’s distribution of food products pose significant risks to the Company's operations. Various factors such as adverse weather conditions, food safety, and civil unrest could all contribute to such disruptions.

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Item 1a.   Risk Factors: (continued)

Changes in vendor promotions or allowances, including the way vendors target their promotional spending, and the Company’s ability to effectively manage these programs could significantly impact margins and profitability.

The Company cooperatively engages in a variety of promotional programs with its vendors. As the parties assess the results of specific promotions and plan for future promotions, the nature of these programs and the allocation of dollars among them changes over time. The Company manages these programs to maintain or improve margins while at the same time increasing sales. A reduction in overall promotional spending or a shift by vendors in promotional spending away from certain types of promotions that the Company and its customers have historically utilized could have a significant impact on profitability.

Legal, Regulatory and Other External Risks

The trade area of the Company is located within a region and is subject to the economic, social and climate variables of that region.

The majority of the Company’s stores are concentrated in central and northeast Pennsylvania, central Maryland, suburban Washington, DC and Baltimore regions and New York’s Southern Tier. Changes in economic and social conditions in the Company’s operating regions, including fluctuations in the inflation rate along with changes in population and employment and job growth rates and changes in government benefits such as SNAP/EBT or child care credits, affect customer shopping habits. Business disruptions due to weather and catastrophic events may also affect our business. The Company’s geographic regions could receive an extreme variance in the amount of annual snowfall that may materially affect sales and expense results.

Various aspects of the Company’s business are subject to federal, state and local laws and regulations.

The Company is subject to various federal, state and local laws, regulations and administrative practices that affect the Company’s business. The Company must comply with numerous provisions regulating health and sanitation standards, food labeling, equal employment opportunity, minimum wages and licensing for the sale of food, drugs and alcoholic beverages. The Company’s compliance with these regulations may require additional capital expenditures and could adversely affect the Company’s ability to conduct the Company’s business as planned. Management cannot predict either the nature of future laws, regulations, interpretations or applications, or the effect either additional government regulations or administrative orders, when and if promulgated, or disparate federal, state, and local regulatory schemes would have on the Company’s future business. They could, however, require the reformulation of certain products to meet new standards, the recall or discontinuance of certain products not able to be reformulated, additional record keeping, expanded documentation of the properties of certain products, expanded or different labeling and/or scientific substantiation. Any or all of such requirements could have an adverse effect on the Company’s financial condition, results of operations and liquidity.

Changes in tax laws may result in higher income tax.

The Company’s future effective tax rate may increase from current rates due to changes in laws and the status of pending items with various taxing authorities. Currently, the Company benefits from a combination of its corporate structure and certain state tax laws.

The Company is a controlled Company due to the common stock holdings of the Weis family.

The Weis family’s share ownership represents approximately 65% of the combined voting power of the Company’s common stock as of December 30, 2023. As a result, the Weis family has the power to elect a majority of the Company’s directors and approve any action requiring the approval of the shareholders of the Company, including adopting certain amendments to the Company’s charter and approving mergers or sales of substantially all of the Company’s assets. Currently, one of the Company’s five directors is a member of the Weis family.

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WEIS MARKETS, INC.

Item 1a.   Risk Factors: (continued)

The Company’s business and operations, and the operations of the Company’s suppliers, have been, and may in the future be adversely affected by epidemics or pandemics such as the novel Coronavirus (COVID-19) pandemic outbreak.

The Company may face risks related to health epidemics and pandemics or other outbreaks of communicable diseases. The global spread of COVID-19 created significant volatility, uncertainty and economic disruption. The Company’s business was deemed essential during the novel coronavirus pandemic and the Company is committed to maintaining a safe work and shopping environment. Management cannot assess the ultimate economic impact to the Company, which will be determined by, among other things, the length of time that such circumstances occur, nor can the Company predict the effects of governmental and public responses to changing conditions. The risks and uncertainties surrounding the coronavirus pandemic, as well as any future pandemics, are broad.

Item 1b.   Unresolved Staff Comments:

There are no unresolved staff comments.

Item 1c. Cybersecurity:

Risk Management and Strategy

The Company utilizes information systems to support a variety of business processes and activities in its operations. These systems may be subject to cyber-based attacks or breaches. Some examples of the cybersecurity threats that could negatively impact the Company are credit card skimmers, denial of service attacks, excessive port scans, firewall breach and computer virus outbreak.

Cybersecurity risk management is part of Management’s annual risk assessment program. In order to manage the risks associated with cybersecurity threats, the Company maintains a risk-based cybersecurity program consisting of processes, technologies, and controls to assess, identify and manage material risks from cybersecurity threats.

While the Company's information systems are exposed to cybersecurity threats and risks, the Company has not experienced any material cybersecurity incidents affecting its business strategy, results of operations, or financial condition, and any costs or operational impacts related to cybersecurity incidents were immaterial during the period presented.

For additional information related to the risks associated with cybersecurity threats, refer to the Information Security, Cybersecurity and Data Privacy Risks section of Item 1a. Risk Factors.

Governance

Board of Directors Oversight

The Company’s Board of Directors is responsible for providing oversight and strategic guidance to management to support the long-term interests of the Company's shareholders. The Audit Committee is the lead committee of the Board of Directors responsible for oversight of the Company’s risk-based cybersecurity program and bears the primary responsibility for this aspect of the business. As part of this responsibility, the Audit Committee of the Board of Directors annually reviews the Company's Information Security Incident Response Plan.

On a quarterly basis cybersecurity incidents are summarized and reported to the Audit Committee of the Board of Directors which cover any identified cybersecurity incidents, results of third-party vulnerability testing, and key developments in policies.

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Item 1c. Cybersecurity: (continued)

Management’s Role Managing Risk

The Company’s cybersecurity risk management is part of the Company's Information Security Office, led by the Chief Information Officer. In order to manage the risks associated with cybersecurity threats, the Company has implemented an Information Security Incident Response Plan.

The Company engages with a range of third-party experts, including cybersecurity assessors, consultants, and auditors in evaluating and testing its risk management systems. These relationships enable Management to leverage specialized knowledge and insights with respect to the Company’s cybersecurity strategies and processes.

The Company's Information Security Incident Response Plan includes detailed processes and controls related to cybersecurity awareness training for employees, phishing simulations, backup and recovery, response planning, vulnerability management and endpoint protection as well as ongoing cybersecurity requirements for third-party service providers. The framework is regularly reviewed, assessed, and updated. This framework is designed to mitigate risks related to data breaches or other security incidents originating from third parties.

Item 2.   Properties:

As of December 30, 2023, the Company owned and operated 101 of its retail food stores and leased and operated 96 stores under operating leases that expire at various dates through 2036. The Company owns all trade fixtures and equipment in its stores and several parcels of vacant land, which are available as locations for possible future stores or other expansion.

The Company owns and operates one distribution center in Milton, Pennsylvania of approximately 1.3 million square feet, and one in Northumberland, Pennsylvania totaling approximately 76 thousand square feet. The Company also owns one warehouse complex in Sunbury, Pennsylvania totaling approximately 535 thousand square feet. The Company utilizes 258 thousand square feet of its Sunbury location to operate its three manufacturing facilities which process milk, ice cream and fresh meat products.

Item 3.   Legal Proceedings:

Neither the Company nor any subsidiary is presently a party to, nor is any of their property subject to, any pending legal proceedings, other than routine litigation incidental to the business that would not have a material adverse effect on the financial results. The Company estimates any exposure to these legal proceedings and establishes accruals for the estimated liabilities, where it is reasonably possible to estimate and where an adverse outcome is probable.

Item 4. Mine Safety Disclosures:

Not Applicable.

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Information about Our Executive Officers

The following sets forth the names and ages of the Company’s executive officers as of February 28, 2024, indicating all positions held during the past five years:

Name	Age	Title
Robert G. Gleeson (a)	58	Senior Vice President of Merchandising and Marketing
David W. Gose II (b)	57	Senior Vice President of Operations
Harold G. Graber (c)	68	Senior Vice President of Real Estate and Development, Secretary
Michael T. Lockard (d)	54	Senior Vice President, Chief Financial Officer and Treasurer
James E. Marcil (e)	65	Senior Vice President of Human Resources
John F. O'Hara (f)	64	Senior Vice President of Legal Affairs & Real Estate, Assistant Secretary
Jeanette R. Rogers (g)	49	Vice President, Corporate Controller, Assistant Treasurer
Kurt A. Schertle (h)	52	Chief Operating Officer
Jonathan H. Weis (i)	56	Chairman of the Board, President and Chief Executive Officer
Richard G. Zeh Jr. (j)	51	Senior Vice President, Chief Information Officer

(a) Robert G. Gleeson. Mr. Gleeson joined the Company in October 2018 and was promoted to Vice President of Fresh Merchandising in July 2019. In March 2021, Mr. Gleeson was promoted to Senior Vice President of Merchandising and Marketing. Prior to joining the Company, Mr. Gleeson held senior level merchandising positions, including Vice President of Center Store for Shoppers and Senior Vice President of Merchandising and Division President for Supervalu.

(b) David W. Gose II. Mr. Gose joined the Company in May 2014 as Senior Vice President of Operations. Prior to joining the Company, Mr. Gose was Senior Director and Regional General Manager of Walmart Ohio, a retail store Supercenter, from February 2010 until May 2014. Walmart Ohio consisted of 92 stores that geographically included all stores south of Toledo, Cleveland, Akron and Youngstown.

(c) Harold G. Graber. Mr. Graber joined the Company in October 1989 as the Director of Real Estate. Mr. Graber, who served the Company as Vice President for Real Estate since 1996, was promoted to Senior Vice President of Real Estate and Development in February 2010. Mr. Graber was elected as Secretary of the Company in February 2014. In February 2024, Mr. Graber announced his intention to retire from the Company, effective February 29, 2024. Upon Mr. Graber’s retirement announcement, John F. O’Hara is promoted to Senior Vice President of Legal Affairs and Real Estate, Assistant Secretary and Kurt A. Schertle was elected as Secretary of the Company upon Mr. Graber’s retirement effective February 29, 2024. Mr. Graber will continue to serve on the Board of Directors upon his retirement.

(d) Michael T. Lockard. Mr. Lockard joined the Company in January 2021 as Senior Vice President and also became Chief Financial Officer and Treasurer effective March 12, 2021. Prior to joining the Company, Mr. Lockard was Senior Vice President and Chief Financial Officer of K-VA-T Food Stores, Inc. from March 2012 until January 2021. K-VA-T Food Stores, Inc. is a self-distributing regional supermarket chain operating in Kentucky, Virginia, Tennessee, Georgia and Alabama. Prior to 2012, Mr. Lockard held various financial management positions with Walmart and UPS.

(e) James E. Marcil. Mr. Marcil joined the Company in September 2002 as Vice President of Human Resources. In February 2010, Mr. Marcil was promoted to Senior Vice President of Human Resources. Prior to joining the Company, Mr. Marcil held senior level Human Resources positions with CVS and General Electric.

(f) John F. O’Hara. Mr. O’Hara joined the Company in January 2006 as Real Estate Manager. In June 2012, Mr. O’Hara was promoted to Vice President of Legal Affairs and Real Estate. Mr. O’Hara was elected as Assistant

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Secretary of the Company in February 2014. In February 2024, Mr. O’Hara was promoted to Senior Vice President of Legal Affairs and Real Estate, Assistant Secretary.

(g) Jeanette R. Rogers. Ms. Rogers joined the Company in November 2013 as Corporate Controller. Ms. Rogers was appointed as Assistant Treasurer of the Company in February 2014. In August 2016, Ms. Rogers was promoted to Vice President, Corporate Controller, Assistant Treasurer. Prior to joining the Company, Ms. Rogers held various financial management positions with Foot Locker, Inc.

(h) Kurt A. Schertle. Mr. Schertle joined the Company in March 2009 as its Vice President of Sales and Merchandising, which included the responsibility of overseeing the Marketing Department. In February 2010, Mr. Schertle was promoted to Senior Vice President of Sales and Merchandising. In July 2012, Mr. Schertle was promoted to Executive Vice President of Sales and Merchandising at which time, he assumed the additional responsibility of overseeing the Company’s Supply Chain. In September 2013, Mr. Schertle assumed the additional responsibility of overseeing Store Operations and Mr. Schertle was promoted to Chief Operating Officer in March 2014. In February 2024, Mr. Schertle was elected as Secretary of the Company upon Harold G. Graber’s retirement effective February 29, 2024.

(i) Jonathan H. Weis. Mr. Weis joined the Company in 1989. Mr. Weis served the Company as Vice President of Property Management and Development from 1996 until April 2002, at which time he was appointed as Vice President and Secretary. In January of 2004, the Board appointed Mr. Weis as Vice Chairman and Secretary. Mr. Weis became the Company’s interim President and Chief Executive Officer in September 2013 and was appointed as President and Chief Executive Officer in February 2014. The Board elected Mr. Weis as Chairman of the Board in April 2015.

(j) Richard G. Zeh, Jr. Mr. Zeh joined the Company in September 2016 as Chief Information Officer. In February 2021, Mr. Zeh was promoted to Senior Vice President, Chief Information Officer. Prior to joining the Company, Mr. Zeh was Chief Financial Officer of Mazzone Management Group. During his career, Mr. Zeh has worked in senior finance and information technology positions in the food retail and service industries including as Vice President and Chief Information Officer at The Golub Corporation/ Price Chopper Supermarkets.

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PART II

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities:

The Company’s stock is traded on the New York Stock Exchange (ticker symbol WMK). The approximate number of shareholders, including individual participants in security position listings on February 28, 2024 was 11,987.

The following line graph compares the yearly percentage change in the cumulative total shareholder return on the Company’s common stock against the cumulative total return of the S&P Composite-500 Stock Index and the cumulative total return of a Company-selected group index that the Company deems most properly represents its “Peer Group”, for the period of five years. The Peer group is made up of five retail grocers that the Company feels most closely relate to its size and business profile, including one national grocer the Company believes to be an industry market leader. The companies making up the Peer Group, in no particular order, are, Ingles Markets, Inc.; Village Super Market, Inc.; Smart & Final Stores, Inc. (included through June 20, 2019 when it was acquired by Apollo Global Management, LLC); Sprouts Farmers Market, Inc. and The Kroger Company. The graph depicts $100 invested at the close of trading on the last trading day preceding the first day of the fifth preceding year in Weis Markets, Inc. common stock, S&P 500, and the Peer Group. The cumulative total return assumes reinvestment of dividends.

Comparative Five-Year Total Returns

	2018	2019	2020	2021	2022	2023
Weis Markets, Inc.	100.00	88.30	107.20	149.67	193.49	153.42
S&P 500	100.00	130.34	148.97	190.12	154.46	191.89
Peer Group	100.00	119.55	118.05	172.79	186.76	198.26

Item 6. [Reserved]

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Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations:

Overview

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand Weis Markets, Inc., its operations and its present business environment. The MD&A is provided as a supplement to and should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto contained in “Item 8. Financial Statements and Supplementary Data” of this report. The following analysis should also be read in conjunction with the Financial Statements included in the Quarterly Reports on Form 10-Q and the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission, as well as the cautionary statement captioned “Forward-Looking Statements” immediately following this analysis. This overview summarizes the MD&A, which includes the following sections:

● Company Overview - a general description of the Company’s business and strategic imperatives.

● Results of Operations - an analysis of the Company’s consolidated results of operations for the three years presented in the Company’s Consolidated Financial Statements.

● Liquidity and Capital Resources - an analysis of cash flows, aggregate contractual obligations, and off-balance sheet arrangements.

● Critical Accounting Policies and Estimates - a discussion of accounting policies that require critical judgments and estimates.

Company Overview

General

Weis Markets is a conventional supermarket chain that operates 197 retail stores with approximately 23 thousand associates located in Pennsylvania and six surrounding states: Delaware, Maryland, New Jersey, New York, Virginia, and West Virginia. Approximately 95% of Weis Markets associates are paid an hourly wage. Its products sold include groceries, dairy products, frozen foods, meats, seafood, fresh produce, floral, pharmacy services at certain locations, deli products, prepared foods, bakery products, beer and wine, fuel, and general merchandise items, such as health and beauty care and household products. The store product selection includes national, local and private brands and the Company promotes competitive pricing by using Everyday Lower Price; Low Price Guarantee; Low, Low Price; 3 Day Sale; senior and military discounts; and Loyalty programs. The Loyalty program includes reward points that may be redeemed for discounts on items in store, at one of the Company’s fuel stations or one of its third-party fuel station partners.

Utilizing its own strategically located distribution center and transportation fleet, Weis Markets self distributes approximately 56% of product supplied to stores with the remaining being supplied by direct store vendors and regional wholesalers. In addition, the Company has three manufacturing facilities which process milk, water, ice, ice cream and fresh meat products. The corporate offices are located in Sunbury, Pennsylvania where the Company was founded in 1912.

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Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)

Company Overview (continued)

The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 188 store locations. “Weis 2 Go Online” allows the customer to order on-line and have their order delivered or picked up at an expedient store drive-thru. The Company also currently offers home delivery to customers in all 197 of its locations via multiple grocery delivery partners.

Strategic Imperatives

The following strategic imperatives continue to be focused upon by the Company to attempt to ensure the success of the Company in the coming years:

● Establish a Sales Driven Culture – The Company continues to focus on sales and profits growth, improved operating practices, increased productivity and positive cash flow. The Company believes disciplined growth will increase its market share and operating profits, resulting in enhanced shareholder value. The Company’s method of driving sales includes focused preparation and execution of sales programs, investing in new stores and remodels, and strategic acquisitions. Communicating clear executable standards and aligning performance measures across the organization will help to instill a sales-driven operating environment.

● Build and Support Human Capital – The Company believes that talent is a business differentiator and is committed to creating a sustainable competitive advantage through the selection, development and promotion of talented, highly motivated people. The Company believes that establishing a learning culture supports its commitment to be an employer of choice and helps drive customer engagement with its associates. Improvements in the Company’s talent management and development will help drive business impact while providing internal career opportunities. The Company continues to grow leaders at every level throughout the organization by creating a culture of mentoring, coaching and leveraging on-the-job assignments for continued development. The Company believes that a strong employment brand is necessary to attract and retain top talent and affects its ability to compete and execute strategic plans. The Company will continue to assess and upgrade underlying technologies to support human capital development as a strategic imperative for future growth.

● Become More Relevant to Consumers – Understanding the consumer is crucial to the Company’s strategic plan. The Company will develop and cultivate a culture where it is continually “on trend” with its consumers at the current time and where they are going next. The Company researches and studies the wants and needs of core consumers and casual consumers. It measures customer satisfaction and shares insights across the organization to improve communication between Management and its consumers. The Company uses consumer data to measure the value of programs offered and support consumer attraction and retention. The Company believes that its private brand products exceed consumer expectations and will continue to focus on the value and attribute messaging to drive organic growth.

● Create Meaningful Differentiation – The Company recognizes the need to offer a compelling reason for customers to choose them over other channels. The Company has identified product pricing and promotion, customer shopping experience, and merchandising strategies as critical components of future success. The Company recognizes that the core of the strategy will focus on alignment of merchandising programs that foster customer engagement supported by a shopping experience that surpasses customers’ expectations. As part of this strategy, Management is committed to offering its customers a strong combination of quality, service and value.

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Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)

Company Overview (continued)

● Develop and Align Organizational Capabilities – The Company will elevate organizational capacity to support decision effectiveness and deliver consistent execution. To support this strategy the Company will assess organizational capacity to support the Company’s strategic direction. The Company will align business functions and processes to enhance key capabilities and to support scalability of operations. Continued investments in information technology systems to improve associate engagement, increase productivity, and provide valuable insight into customer behavior/shopping trends will remain a focus of the Company. The Company believes these systems will continue to play a key role in the measurement of the Company’s strategic decisions and financial returns.

● Focus on Sustainability Strategies – The Company strives to be good stewards of the environment and makes this an important part of its overall mission. Its sustainability strategy operates under four key pillars: green design, natural resource conservation, food and agricultural impact and community impact. The goal of the sustainability strategy is to reduce the Company’s overall carbon footprint by reducing greenhouse gas emissions and reducing the impact on the environment. The Company’s most recently published sustainability report is located at: https://www.weismarkets.com/sustainability.

Results of Operations

Two-Year Stacked Comparable Store Sales Analysis

Management is providing Comparable Store Sales Two-Year Stacked analysis, a non-GAAP measure, because Management believes this metric is useful to investors and analysts. A Comparable Store Sales Two-Year Stacked analysis presents a comparison of results and trends over a longer period of time to demonstrate the effect of the novel coronavirus pandemic on the operating results of the Company. Information presented in the tables below is not intended for use as an alternative to any other measure of performance. It is not recommended that this table be considered a substitute for the Company’s operating results as reported in accordance with GAAP.

Year-over-year and sequential comparisons are the primary calculations used to analyze operating results, however, due to significant fluctuations caused by the COVID-19 pandemic, inflation and declining government benefits, Management believes it is necessary to provide a Two-Year Stacked Comparable Store Sales analysis. The following table provides the two-year stacked comparable store sales, excluding fuel and adjusted for an additional week in 2022 for the fiscal years ended December 30, 2023, and December 31, 2022, as well as fiscal years ended December 31, 2022, and December 25, 2021, respectively.

	Percentage Change
	Year Ended
		2023 vs. 2022		2022 vs. 2021
Comparable store sales, adjusted for an additional week in 2022, excluding fuel (individual year)		2.3	%	7.5	%
Comparable store sales, adjusted for an additional week in 2022, excluding fuel (two-year stacked)		9.8
Comparable store sales, adjusted for an additional week in 2022 (individual year)		1.7		8.8
Comparable store sales, adjusted for an additional week in 2022 (two-year stacked)		10.5
Comparable store sales, excluding fuel (individual year)		0.3		9.5
Comparable store sales, excluding fuel (two-year stacked)		9.8
Comparable store sales (individual year)		(0.2)		10.9	%
Comparable store sales (two-year stacked)		10.7	%

The 2023 and 2021 years were comprised of 52 weeks, whereas the 2022 year was comprised of 53 weeks.

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Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)

Results of Operations (continued)

When calculating the percentage change in comparable store sales, the Company defines a new store to be comparable after it has been in operation for five full fiscal quarters. Relocated stores and stores with expanded square footage are included in comparable store sales since these units are located in existing markets and are open during construction. Planned store dispositions are excluded from the calculation. The Company only includes retail food stores in the calculation.

Analysis of Consolidated Statements of Income

										Percentage Change
(amounts in thousands except per share amounts)	2023			2022			2021			2023 vs.		2022 vs.
For the Fiscal Years Ended December 30, 2023, December 31, 2022 and December 25, 2021	(52 Weeks)			(53 Weeks)			(52 Weeks)			2022		2021
Net sales	$	4,696,950		$	4,695,943		$	4,224,417		0.0	%	11.2	%
Cost of sales, including advertising, warehousing and distribution expenses		3,535,009			3,514,029			3,108,710		0.6		13.0
Gross profit on sales		1,161,941			1,181,914			1,115,707		(1.7)		5.9
Gross profit margin		24.7	%		25.2	%		26.4	%
Operating, general and administrative expenses		1,024,755			1,024,862			968,996		(0.0)		5.8
O, G & A, percent of net sales		21.8	%		21.8	%		22.9	%
Income from operations		137,186			157,052			146,711		(12.6)		7.0
Operating margin		2.9	%		3.3	%		3.5	%
Investment income (loss) and interest expense		13,162			(82)			5,007		16151.2		(101.6)
Investment income (loss) and interest expense, percent of net sales		0.3	%		0.0	%		0.1	%
Other income (expense)		(3,652)			3,807			(3,411)		(195.9)		211.6
Other income (expense), percent of net sales		(0.1)	%		0.1	%		(0.1)	%
Income before provision for income taxes		146,696			160,777			148,307		(8.8)		8.4
Income before provision for income taxes, percent of net sales		3.1	%		3.4	%		3.5	%
Provision for income taxes		42,868			35,581			39,458		20.5		(9.8)
Effective income tax rate		29.2	%		22.1	%		26.6	%
Net income	$	103,828		$	125,196		$	108,849		(17.1)	%	15.0	%
Net income, percent of net sales		2.2	%		2.7	%		2.6	%
Basic and diluted earnings per share	$	3.86		$	4.65		$	4.05		(17.0)	%	14.8	%

Net Sales

Individual Year-Over-Year Analysis of Sales

	Percentage Change
		2023 vs.		2022 vs.
		2022		2021
Net sales, adjusted for an additional week in 2022, excluding fuel		2.6	%	7.5	%
Net sales, adjusted for an additional week in 2022		1.9		8.8
Net sales, excluding fuel		0.6		9.6
Net sales		0.0		11.2
Comparable store sales excluding fuel		0.3		9.5
Comparable store sales		(0.2)	%	10.9	%

The 2023 and 2021 years were comprised of 52 weeks, whereas the 2022 year was comprised of 53 weeks.

When calculating the percentage change in comparable store sales, the Company defines a new store to be comparable when it has been in operation after five full fiscal quarters. Relocated stores and stores with expanded square footage are included in comparable store sales since these units are located in existing markets and are open during construction. Planned store dispositions are excluded from the calculation. The Company only includes retail food stores in the calculation.

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Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)

Results of Operations (continued)

Net Sales (continued)

According to the latest U.S. Bureau of Labor Statistics’ report, the annual Seasonally Adjusted Food-at-Home Consumer Price Index increased 5.0% in 2023, 11.4% in 2022, 3.5% in 2021. Even though the U.S. Bureau of Labor Statistics’ index rates may be reflective of a trend, it will not necessarily be indicative of the Company’s actual results. According to the U.S. Department of Energy, the 52-week average price of gasoline in the Central Atlantic States decreased 10.1%, or $0.42 cents per gallon, in 2023 compared to the 53-week average in 2022. The 53-week average price of gasoline in the Central Atlantic States, according to the U.S. Department of Energy, increased 31.4%, or $1.00 per gallon, in 2022 compared to the 52-week average in 2021.

Comparable store sales, excluding fuel and adjusted for the 53rd week in 2022, increased for all years presented. Comparable store sales, including fuel, decreased year over year. On a comparable store sales basis pharmacy services increased in sales. Comparable store sales, adjusted for an additional week in 2022 increased 2.3% excluding fuel and 1.7% including fuel for 2023 compared to 2022. The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 188 store locations. “Weis 2 Go Online” allows the customer to order on-line and have their order delivered or picked up at an expedient store drive-thru. The Company also currently offers home delivery to customers in all 197 of its locations via multiple grocery delivery partners.

During 2023, the Company’s net sales were negatively impacted by declining government benefits. Although the Company experienced retail inflation and deflation in various commodities for the periods presented, the Company anticipates overall product costs to increase given the recent inflationary indicators in the food retail industry. Management cannot accurately measure the full impact of inflation or deflation on retail pricing due to changes in the types of merchandise sold between periods, shifts in customer buying patterns and the fluctuation of competitive factors. Management remains confident in its ability to generate long-term sales growth in a highly competitive environment, but also understands some competitors have greater financial resources and could use these resources to take measures which could adversely affect the Company’s competitive position.

Cost of Sales and Gross Profit

Cost of sales consists of direct product costs (net of discounts and allowances), net advertising costs, warehousing costs, transportation costs, as well as manufacturing facility costs. Increased sales volume resulted in an increase in cost of sales. Both direct product cost and distribution cost increase when sales volume increases.

Gross profit rate was 24.7% in 2023, 25.2% in 2022, 26.4% in 2021. The decrease in gross profit rate is attributable to increased pharmacy and fuel sales, which have a lower gross profit margin than grocery sales; and higher product and supply chain costs.

The Company experienced unfavorable non-cash LIFO inventory valuation adjustments, decreasing gross profit by $6.7 million, $29.2 million and $4.0 million in 2023, 2022 and 2021, respectively.

The Company has experienced retail inflation and deflation in various commodities for the periods presented. Management cannot accurately measure the full impact of inflation or deflation on retail pricing due to changes in the types of merchandise sold between periods, shifts in customer buying patterns and the fluctuation of competitive factors.

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Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)

Results of Operations (continued)

Operating, General and Administrative Expenses

The majority of the expenses were driven by increased sales volume.

Employee-related costs such as wages, employer paid taxes, health care benefits and retirement plans, comprise approximately 59.9% of the total “Operating, general and administrative expenses.” As a percent of sales, direct store labor increased 0.1% in 2023 compared to 2022 and decreased 0.5% in 2022 compared to 2021. Direct store labor expenses increased slightly in 2023 compared to 2022 due to flat net sales results for the same period. Direct store labor increased in 2022 compared to 2021, as sales increases outpaced the labor expense increase causing the rate to fall, primarily due to the fixed component of store labor. Management continues to monitor store labor efficiencies and develop labor standards to reduce costs while maintaining the Company’s customer service expectations. During 2023, the Company completed a multi-year initiative to install or upgrade self-checkouts in its stores in response to customer preference and labor supply, including adding convertible dual-use checkout lanes.

The Company’s self-insured health care benefit expenses decreased by 18.0% and 8.5% in 2023 and 2022, respectively. As a percent of sales, the Company’s self-insured health care benefit expenses decreased by 0.1% and 0.2%, in 2023 and 2022, respectively.

Depreciation and amortization expense charged to “Operating, general and administrative expenses” was $98.0 million, or 2.1% of net sales, for 2023 compared to $94.6 million, or 2.0% of net sales, for 2022 compared to $93.8 million, or 2.2% of net sales, for 2021. See the Liquidity and Capital Resources section for further information regarding the Company’s capital expenditure program.

A breakdown of the material increases (decreases) as a percent of sales in "Operating, general and administrative expenses" is as follows:

	2023 vs. 2022
(amounts in thousands)	Increase		Increase (Decrease)
December 30, 2023	(Decrease)		as a % of sales
Associate insurance benefits expense	$	(6,338)	(0.1)	%
Fixed expense (amortization, depreciation, insurance expenses, and occupancy costs)		3,999	0.1
Repairs and maintenance expense		3,563	0.1
Other expenses (Employee expense, utilities, technology, asset disposals and insurance proceeds)		(1,324)	(0.1)

	2022 vs. 2021
(amounts in thousands)	Increase		Increase (Decrease)
December 31, 2022	(Decrease)		as a % of sales
Employee expense	$	18,910	(1.0)	%
Utilities expense		12,375	0.2
Fixed expense (amortization, depreciation, insurance expenses, and occupancy costs)		5,389	(0.3)
Other expenses (financial service fees, technology, repairs and maintenance, supplies)		21,209	0.1

The majority of the increases in other expenses from 2022 to 2023 were technology expenses due to more third-party information technology subscription and consulting services and less asset disposals and insurance proceeds. The majority of the increases in other expenses from 2021 to 2022 were higher financial service fees due to more sales transaction dollars paid with debit and credit cards and more third-party information technology subscription and consulting services.

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Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)

Results of Operations (continued)

Provision for Income Taxes

The effective income tax rate was 29.2%, 22.1% and 26.6% in 2023, 2022, and 2021, respectively. The effective income tax rate differs from the federal statutory rate of 21% primarily due to state taxes as well as nondeductible employee-related expenses. The Company reduced its provision for income taxes by $5.5 million in 2022 primarily due to the effects of Pennsylvania House Bill 1342 which was enacted on July 8, 2022. The bill made significant changes to the Commonwealth’s corporate income tax laws which included lowering the tax rate gradually from 9.99% in 2022 to 4.99% in 2031.

Liquidity and Capital Resources

The primary source of cash is cash flows generated from operations. In addition, the Company has access to a revolving credit agreement entered into on September 1, 2016, and amended on September 29, 2023, with Wells Fargo Bank, N.A. (the “Credit Agreement”). The Credit Agreement matures on October 1, 2027, and provides for an unsecured revolving credit facility with an aggregate principal amount not to exceed $30.0 million with an additional discretionary amount available of $70.0 million. As of December 30, 2023, the availability under the revolving credit agreement was $22.3 million with $7.7 million of letters of credit outstanding. The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company. The Company has not had an obligation on the Credit Agreement since the second quarter of 2018.

The Company’s investment portfolio consists of high-grade bonds with maturity dates between one and 30 years and four high yield, large capitalized public company equity securities. The portfolio totaled $226.0 million as of December 30, 2023. Management anticipates maintaining the investment portfolio but has the ability to liquidate if needed. See “Item 7a. Quantitative and Qualitative Disclosures about Market Risk” for more details regarding the Company’s market risk.

The Company’s capital expenditure program includes the construction of new superstores, the expansion and remodeling of existing units, the acquisition of sites for future expansion, new technology purchases and the continued upgrade of the Company’s distribution facilities and transportation fleet. Management continues to reinvest in its long-term capital expenditure program including plans to complete multiple carryover projects from 2022 and 2023 that were delayed due to labor and supply chain disruptions. The Company anticipates to fund the long-term capital expenditure program, the acquisition of retail stores, the construction of additional distribution facilities, repurchases of common stock, and cash dividends on common stock through its cash and cash equivalents, marketable securities, cash flows from operating activities, and revolving credit agreement.

The Board of Directors’ 2004 resolution authorizing the repurchase of up to one million shares of the Company’s common stock has a remaining balance of 752,468 shares.

Quarterly Cash Dividends

Total cash dividend payments on common stock, on a per share basis, amounted to $1.36 in 2023, $1.30 in 2022 and $1.25 in 2021. The Company increased its quarterly dividend from 32 cents per share to 34 cents per share in the fourth quarter of 2022. The Company expects to continue paying regular cash dividends on a quarterly basis. However, the Board of Directors reconsiders the declaration of dividends quarterly. The Company pays these dividends at the discretion of the Board of Directors and the continuation of these payments and the amount of the dividends depends upon the financial condition of the Company, results of operations and other factors which the Board of Directors deems relevant.

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Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)

Results of Operations (continued)

Cash Flow Information

(amounts in thousands)
For the Fiscal Years Ended December 30, 2023,	2023		2022		2021		2023 vs.		2022 vs.
December 31, 2022 and December 25, 2021	(52 weeks)		(53 Weeks)		(52 weeks)		2022		2021
Net cash provided by (used in):
Operating activities	$	201,602	$	218,024	$	227,709	$	(16,422)	$	(9,685)
Investing activities		(138,800)		(111,107)		(244,650)		(27,693)		133,543
Financing activities		(36,582)		(34,968)		(33,623)		(1,614)		(1,345)

Operating

Cash flows from operating activities decreased in 2023 as compared to 2022 and 2021, respectively. The decrease in 2023 from 2022 is due to lower net income and in 2022 from 2021 is due to increases in inventory.

Investing

Property and equipment purchases totaled $104.0 million in 2023, $122.2 million in 2022 and $151.8 million in 2021. As a percentage of sales, capital expenditures totaled 2.2% in 2023, 2.5% in 2022 and 3.6% in 2021. Multiple projects from 2022 and 2023 are expected to be completed in 2024 due to labor and supply chain disruptions. The Company significantly increased its marketable securities holdings in 2023 by approximately $39.5 million and in 2022 the Company maintained its marketable securities portfolio.

Financing

The Company paid dividends of $36.6 million in 2023, $35.0 million in 2022 and $33.6 million in 2021. The Company increased its quarterly dividend from 32 cents per share to 34 cents per share in the fourth quarter of 2022. The Company previously increased its quarterly dividend from 31 cents per share to 32 cents per share in the fourth quarter of 2021.

Contractual Obligations

The following table represents scheduled maturities of the Company’s long-term contractual obligations as of December 30, 2023.

	Payments due by period
			Less than						More than
(dollars in thousands)	Total		1 year		1-3 years		3-5 years		5 years
Operating leases	$	209,042	$	47,918	$	80,001	$	47,902	$	33,220
Total	$	209,042	$	47,918	$	80,001	$	47,902	$	33,220

Off-Balance Sheet Arrangements

The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the Company’s financial condition, results of operations or cash flows.

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Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)

Critical Accounting Policies and Estimates

The Company has chosen accounting policies that it believes are appropriate to accurately and fairly report its operating results and financial position, and the Company applies those accounting policies in a consistent manner. The Significant Accounting Policies are summarized in Note 1 to the Consolidated Financial Statements.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that the Company makes estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances. The Company evaluates these estimates and assumptions on an ongoing basis and may retain outside consultants, lawyers and actuaries to assist in its evaluation. The Company believes the following accounting policies are the most critical because they involve the most significant judgments and estimates used in preparation of its Consolidated Financial Statements.

Inventories

Inventories are valued at the lower of cost or net realizable value, using both the retail inventory and average cost methods. The retail inventory method is commonly used by retail companies to determine cost and calculate gross margin based on applying a cost-to-retail ratio to each similar merchandise category’s ending retail value. The Company’s center store and pharmacy inventories are valued using last in, first out (LIFO). The Company’s fresh inventories are valued using average cost. The Company evaluates inventory shortages throughout the year based on actual physical counts in its facilities. Allowances for inventory shortages are recorded based on the results of these counts and to provide for estimated shortages from the last physical count to the financial statement date.

Vendor Allowances

Vendor allowances related to the Company’s buying and merchandising activities are recorded as a reduction of cost of sales as they are earned, in accordance with the underlying agreement. Off-invoice and bill-back allowances are used to reduce direct product costs upon the receipt of goods. Promotional rebates and credits are accounted for as a reduction in the cost of inventory and recognized when the related inventory is sold. Volume incentive discounts are accounted for as a reduction of cost of sales and realized using estimated amounts at the time it is deemed probable that the incentive target will be reached. Long-term contract incentives, which require an exclusive vendor relationship, are allocated over the life of the contract. Promotional allowance funds for specific vendor-sponsored programs are recognized as a reduction of cost of sales as the program occurs and the funds are earned per the agreement. Cash discounts for prompt payment of invoices are realized in cost of sales as invoices are paid. Warehouse and back-haul allowances provided by suppliers for distributing their product through the Company’s distribution system are recorded in cost of sales as the required performance is completed. Warehouse slotting allowances are recorded in cost of sales when new items are initially set up in the Company’s distribution system, which is when the related expenses are incurred and performance under the agreement is complete. Swell allowances for damaged goods are realized in cost of sales as provided by the supplier, helping to offset product shrink losses also recorded in cost of sales.

Income Taxes

Income taxes are inherently complex and require Management’s evaluation and estimates, specifically regarding current and deferred income taxes and uncertain tax positions. The Company reviews the tax positions taken, or expected to be taken, on tax returns to determine whether, and to what extent, a benefit can be recognized in its Consolidated Financial Statements. The assessment of the Company’s tax position relies on the judgment of Management to estimate the more likely than not merits associated with the Company’s various tax positions.

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WEIS MARKETS, INC.

Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)

Critical Accounting Policies and Estimates (continued)

Leases

The Company leases approximately 49% of its open store facilities under operating leases that expire at various dates through 2036, with the remaining store facilities being owned. These leases generally provide for fixed annual rentals; however, several provide for minimum annual rentals plus variable lease costs related to real estate taxes and insurance as well as contingent rentals based on a percentage of annual sales or increases periodically based on inflation. These variable lease costs are not included in the measurement of the operating lease right-to-use assets or lease liabilities and are charged to the related expense category included in “Operating, general and administrative expenses.” Most of the leases contain multiple renewal options, under which the Company may extend the lease terms from 5 to 20 years. Additionally, the Company has operating leases for certain transportation and other equipment. The Company leases or subleases space to tenants in owned, vacated and open store facilities. Rental income is recorded when earned as a component of “Operating, general and administrative expenses.”

Self-Insurance

The Company is self-insured for a majority of its workers’ compensation, general liability, vehicle accident and associate medical benefit claims. The self-insurance liability for most of the medical benefit claims is determined based on historical data and an estimate of claims incurred but not reported. The other self-insurance liabilities including workers’ compensation are determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported. The Company is self-insured for certain healthcare claims and stop-loss coverage is maintained for individual annual claim occurrences exceeding a $500 thousand specific deductible. The Company is liable for workers’ compensation claims ranging from $1.0 million to $2.0 million per claim. Property and casualty insurance coverage is maintained with outside carriers at deductible or retention levels ranging from $250 thousand to $1.0 million. Significant assumptions used in the development of the actuarial estimates include reliance on the Company’s historical claims data including average monthly claims and average lag time between incurrence and reporting of the claim.

Forward-Looking Statements

In addition to historical information, this Annual Report 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; business conditions in the retail industry; the regulatory environment; rapidly changing technology 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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WEIS MARKETS, INC.

Item 7a.   Quantitative and Qualitative Disclosures about Market Risk:

(dollars in thousands)	Expected Maturity Dates																					Fair Value
December 30, 2023	2024			2025			2026			2027			2028			Thereafter			Total			Dec. 30, 2023
Rate sensitive assets:
Fixed interest rate securities	$	96,870		$	31,450		$	16,000		$	13,459		$	14,090		$	48,280		$	220,149		$	221,080
Average interest rate		4.39	%		4.19	%		3.55	%		3.43	%		3.58	%		3.70	%		3.80	%

Other Relevant Market Risks

The Company’s equity securities at December 30, 2023 had a fair value of $4.9 million. The dividend yield realized on these equity investments was 6.2% in 2023. By their nature, both the fixed interest rate securities and the equity investments inherently expose the holders to market risk. The extent of the Company’s interest rate and other market risk is not quantifiable or predictable with precision due to the variability of future interest rates and other changes in market conditions. However, the Company believes that its exposure in this area is not material.

The Company’s revolving credit agreement is exposed to interest rate fluctuations to the extent of changes in the SOFR rate. The Company believes this exposure is not material due to availability of liquid assets to eliminate the outstanding credit facility.

22

Item 8.   Financial Statements and Supplementary Data:

WEIS MARKETS, INC.

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except shares)	December 30, 2023		December 31, 2022
Assets
Current:
Cash and cash equivalents	$	184,217	$	157,997
Marketable securities		225,991		186,419
SERP investment		26,651		22,696
Accounts receivable, net		65,092		50,863
Inventories		296,157		293,274
Prepaid expenses and other current assets		34,107		29,921
Total current assets		832,214		741,170
Property and equipment, net		961,353		970,913
Operating lease right-to-use		174,208		175,952
Goodwill		52,330		52,330
Intangible and other assets, net		19,527		18,785
Total assets	$	2,039,632	$	1,959,150
Liabilities
Current:
Accounts payable	$	226,164	$	206,849
Accrued expenses		42,676		57,431
Operating leases		40,658		43,527
Accrued self-insurance		18,353		19,416
Deferred revenue, net		12,416		11,774
Income taxes payable		516		6,354
Total current liabilities		340,782		345,351
Postretirement benefit obligations		29,032		25,270
Accrued self-insurance		25,174		23,712
Operating leases		142,345		142,424
Deferred income taxes		118,091		111,225
Other		9,871		9,334
Total liabilities		665,296		657,316
Shareholders’ Equity
Common stock, no par value, 100,800,000 shares authorized, 33,047,807 shares issued, 26,898,443 shares outstanding		9,949		9,949
Retained earnings		1,516,438		1,449,191
Accumulated other comprehensive income (loss) (Net of deferred taxes of $430 in 2023 and $2,342 in 2022)		(1,193)		(6,449)
		1,525,194		1,452,691
Treasury stock at cost, 6,149,364 shares		(150,857)		(150,857)
Total shareholders’ equity		1,374,337		1,301,834
Total liabilities and shareholders’ equity	$	2,039,632	$	1,959,150

See accompanying notes to Consolidated Financial Statements.

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WEIS MARKETS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(amounts in thousands, except shares and per share amounts)
For the Fiscal Years Ended December 30, 2023,	2023		2022		2021
December 31, 2022 and December 25, 2021	(52 weeks)		(53 weeks)		(52 weeks)
Net sales	$	4,696,950	$	4,695,943	$	4,224,417
Cost of sales, including advertising, warehousing and distribution expenses		3,535,009		3,514,029		3,108,710
Gross profit on sales		1,161,941		1,181,914		1,115,707
Operating, general and administrative expenses		1,024,755		1,024,862		968,996
Income from operations		137,186		157,052		146,711
Investment income (loss) and interest expense		13,162		(82)		5,007
Other income (expense)		(3,652)		3,807		(3,411)
Income before provision for income taxes		146,696		160,777		148,307
Provision for income taxes		42,868		35,581		39,458
Net income	$	103,828	$	125,196	$	108,849
Weighted-average shares outstanding, basic and diluted		26,898,443		26,898,443		26,898,443
Cash dividends per share	$	1.36	$	1.30	$	1.25
Basic and diluted earnings per share	$	3.86	$	4.65	$	4.05

See accompanying notes to Consolidated Financial Statements.

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WEIS MARKETS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(amounts in thousands)
For the Fiscal Years Ended December 30, 2023,	2023		2022		2021
December 31, 2022 and December 25, 2021	(52 weeks)		(53 weeks)		(52 weeks)
Net income	$	103,828	$	125,196	$	108,849
Other comprehensive income (loss) by component, net of tax:
Available-for-sale marketable securities
Unrealized holding gains (losses) arising during period (Net of deferred taxes of $1,912, $3,011 and $630, respectively)		5,255		(8,135)		(1,599)
Other comprehensive income (loss), net of tax		5,255		(8,135)		(1,599)
Comprehensive income, net of tax	$	109,083	$	117,061	$	107,250

See accompanying notes to Consolidated Financial Statements.

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WEIS MARKETS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

						Accumulated
(amounts in thousands, except shares)						Other					Total
For the Fiscal Years Ended December 30, 2023,	Common Stock			Retained		Comprehensive		Treasury Stock			Shareholders’
December 31, 2022 and December 25, 2021	Shares	Amount		Earnings		Income (Loss)		Shares	Amount		Equity
Balance at December 26, 2020	33,047,807	$	9,949	$	1,283,737	$	3,286	6,149,364	$	(150,857)	$	1,146,115
Net income	—		—		108,849		—	—		—		108,849
Other comprehensive income (loss), net of tax	—		—		—		(1,599)	—		—		(1,599)
Dividends paid	—		—		(33,623)		—	—		—		(33,623)
Balance at December 25, 2021	33,047,807	$	9,949	$	1,358,963	$	1,687	6,149,364	$	(150,857)	$	1,219,742
Net income	—		—		125,196		—	—		—		125,196
Other comprehensive income (loss), net of tax	—		—		—		(8,135)	—		—		(8,135)
Dividends paid	—		—		(34,968)		—	—		—		(34,968)
Balance at December 31, 2022	33,047,807	$	9,949	$	1,449,191	$	(6,449)	6,149,364	$	(150,857)	$	1,301,834
Net income	—		—		103,828		—	—		—		103,828
Other comprehensive income (loss), net of tax	—		—		—		5,255	—		—		5,255
Dividends paid	—		—		(36,582)		—	—		—		(36,582)
Balance at December 30, 2023	33,047,807	$	9,949	$	1,516,438	$	(1,193)	6,149,364	$	(150,857)	$	1,374,337

See accompanying notes to Consolidated Financial Statements.

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WEIS MARKETS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	52 Weeks Ended		53 Weeks Ended		52 Weeks Ended
(amounts in thousands)		December 30, 2023		December 31, 2022		December 25, 2021
Cash flows from operating activities:
Net income	$	103,828	$	125,196	$	108,849
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization		108,438		104,026		102,804
(Gain) loss on disposition of fixed assets		(46)		(2,407)		1,026
Unrealized (gain) loss in value of equity securities		275		1,325		900
Deferred income taxes		4,955		(852)		12,313
Unrealized (gain) loss in SERP		(2,834)		5,653		(2,309)
Changes in operating assets and liabilities:
Inventories		(2,883)		(23,687)		(563)
Accounts receivable and prepaid expenses		(18,564)		2,436		2,727
Accounts payable and other liabilities		13,095		7,695		174
Income taxes		(5,839)		(1,005)		2,302
Other		1,176		(356)		(514)
Net cash provided by operating activities		201,602		218,024		227,709
Cash flows from investing activities:
Purchase of property and equipment		(104,010)		(122,169)		(151,800)
Proceeds from the sale of property and equipment		867		6,691		5,932
Purchase of marketable securities		(112,979)		(355,757)		(116,268)
Proceeds from the sale and maturities of marketable securities		79,518		362,237		19,680
Purchase of intangible assets		(1,075)		(819)		(208)
Change in SERP investment		(1,120)		(1,290)		(1,986)
Net cash used in investing activities		(138,800)		(111,107)		(244,650)
Cash flows from financing activities:
Dividends paid		(36,582)		(34,968)		(33,623)
Net cash used in financing activities		(36,582)		(34,968)		(33,623)
Net increase (decrease) in cash and cash equivalents		26,220		71,949		(50,564)
Cash and cash equivalents at beginning of year		157,997		86,048		136,612
Cash and cash equivalents at end of period	$	184,217	$	157,997	$	86,048

See accompanying notes to Consolidated Financial Statements. Cash paid for income taxes was $43.8 million, $37.4 million, $24.8 million in 2023, 2022 and 2021, respectively. Cash paid for interest related to long-term debt was $41 thousand, $40 thousand, $32 thousand in 2023, 2022 and 2021, respectively.

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WEIS MARKETS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1    Summary of Significant Accounting Policies

The following is a summary of the significant accounting policies utilized in preparing the Company’s Consolidated Financial Statements:

(a)  Description of Business

Weis Markets, Inc. is a Pennsylvania business corporation founded in 1912 and incorporated in 1924. The Company is engaged principally in the retail sale of food in Pennsylvania and surrounding states. The Company’s operations are reported as a single reportable segment. There was no material change in the nature of the Company’s business during fiscal 2023.

(b)  Definition of Fiscal Year

The Company’s fiscal year ends on the last Saturday in December. Fiscal 2023 was comprised of 52 weeks, ending on December 30, 2023. Fiscal 2022 was comprised of 53 weeks, ending on December 31, 2022. Fiscal 2021 was comprised of 52 weeks, ending on December 25, 2021. References to years in this Annual Report relate to fiscal years.

(c)  Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

(d)  Use of Estimates

Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

(e)  Cash and Cash Equivalents

The Company maintains its cash balances in the form of core checking accounts and money market accounts. The Company maintains cash deposits with banks that at times exceed applicable insurance limits. The Company reduces its exposure to credit risk by maintaining such deposits with high quality financial institutions that Management believes are creditworthy.

The Company considers investments with an original maturity of three months or less to be cash equivalents. Investment amounts classified as cash equivalents as of December 30, 2023 and December 31, 2022 totaled $118.4 million and $80.5 million, respectively.

Consumer electronic payments accepted at the point of sale, including all credit card, debit card and electronic benefits transfer transactions that process in three days or less are classified as cash equivalents. Consumer electronic payment amounts classified as cash equivalents as of December 30, 2023 and December 31, 2022 totaled $39.7 million and $42.9 million, respectively.

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WEIS MARKETS, INC.

Note 1    Summary of Significant Accounting Policies (continued)

(f)  Marketable Securities

Marketable securities consist of corporate and municipal bonds, commercial paper and equity securities. The Company invests primarily in high-grade marketable debt securities. The Company classifies all of its marketable securities as available-for-sale.

Available-for-sale securities are recorded at fair value as determined by quoted market price based on national markets. To determine fair value the Company utilizes standard pricing procedures of its investment advisory firm(s), which include various third-party pricing services. If the cost of an investment exceeds its fair value, the Company evaluates general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. Unrealized holding gains and losses, net of the related tax effect, on corporate and municipal bonds and commercial paper are excluded from earnings and are reported as a separate component of shareholders’ equity until realized. Unrealized holding gains and losses on equity securities are recorded in investment income (loss) and interest expense. Dividend and interest income is recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of securities.

Investment amounts classified as marketable securities as of December 30, 2023 and December 31, 2022 totaled $226.0 million and $186.4 million, respectively.

Equity securities are measured at fair value and the unrealized holding gains and losses are recorded in investment income (loss) and interest expense. The Company recognized a $275 thousand loss in 2023 and a $1.3 million loss in 2022.

(g)  Accounts Receivable

Accounts receivable are stated net of an allowance for uncollectible accounts of $2.0 million and $4.6 million as of December 30, 2023 and December 31, 2022, respectively. The reserve balance relates to amounts due from pharmacy third party providers, retail customer returned checks, manufacturing customers, vendors and tenants. The Company maintains an allowance for the amount of receivables deemed to be uncollectible and calculates this amount based upon historical collection activity adjusted for current conditions.

(h)  Inventories

Inventories are valued at the lower of cost or net realizable value, using both the retail inventory and average cost methods. The retail inventory method is commonly used by retail companies to determine cost and calculate gross margin based on applying a cost-to-retail ratio to each similar merchandise category’s ending retail value. The Company’s center store and pharmacy inventories are valued using last in, first out (LIFO). The Company’s fresh inventories are valued using average cost. The Company evaluates inventory shortages throughout the year based on actual physical counts in its facilities. Allowances for inventory shortages are recorded based on the results of these counts and to provide for estimated shortages from the last physical count to the financial statement date.

(i)  Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided on the cost of buildings and improvements and equipment using the straight-line method.

Leasehold improvements are amortized using the straight-line method over the terms of the leases or the useful lives of the assets, whichever is shorter.

Maintenance and repairs are expensed and renewals and betterments are capitalized. When assets are retired or otherwise disposed of, the assets and accumulated depreciation are removed from the respective accounts and any profit or loss on the disposition is credited or charged to “Operating, general and administrative expenses.”

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WEIS MARKETS, INC.

Note 1    Summary of Significant Accounting Policies (continued)

(j)  Leases

The Company leases approximately 49% of its open store facilities under operating leases that expire at various dates through 2036, with the remaining store facilities being owned. These leases generally provide for fixed annual rentals; however, several provide for minimum annual rentals plus variable lease costs related to real estate taxes and insurance as well as contingent rentals based on a percentage of annual sales or increases periodically based on inflation. These variable lease costs are not included in the measurement of the operating lease right-to-use assets or lease liabilities and are charged to the related expense category included in “Operating, general and administrative expenses.” Most of the leases contain multiple renewal options, under which the Company may extend the lease terms from 5 to 20 years. Additionally, the Company has operating leases for certain transportation and other equipment. The Company leases or subleases space to tenants in owned, vacated and open store facilities. Rental income is recorded when earned as a component of “Operating, general and administrative expenses.”

(k)  Goodwill and Intangible Assets

Goodwill is not amortized but tested for impairment on an annual basis and between annual tests when indicators of impairment are identified. Intangible assets with an indefinite useful life are not amortized until their useful life is determined to be no longer indefinite and are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

The Company’s intangible assets and related accumulated amortization at December 30, 2023 and December 31, 2022 consisted of the following:

			December 30, 2023						December 31, 2022
			Accumulated						Accumulated
(amounts in thousands)	Gross		Amortization		Net		Gross		Amortization		Net
Liquor licenses	$	15,975	$	—	$	15,975	$	15,899	$	—	$	15,899
Asset acquisitions and other		3,612		1,734		1,878		2,566		1,433		1,133
Total	$	19,587	$	1,734	$	17,853	$	18,465	$	1,433	$	17,032

Intangible assets with a definite useful life are generally amortized on a straight-line basis over periods up to 10 years for customer lists. Estimated amortization expense for the next five fiscal years is approximately $430 thousand in 2024, $299 thousand in 2025, $265 thousand in 2026, $168 thousand in 2027 and $146 thousand in 2028. As of December 30, 2023, the Company’s intangible assets with indefinite lives consisted of goodwill and liquor licenses.

(l)  Impairment of Long-Lived Assets

The Company periodically evaluates the period of depreciation or amortization for long-lived assets to determine whether current circumstances warrant revised estimates of useful lives. The Company completes an impairment test annually. The Company also reviews its property and equipment for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the net undiscounted cash flows expected to be generated by the asset. An impairment loss would be recorded for the excess of net book value over the fair value of the asset impaired. The fair value is estimated based on current market values or expected discounted future cash flows.

With respect to owned property and equipment associated with closed stores, the value of the property and equipment would be adjusted to reflect recoverable values if current economic conditions and estimated fair values of the property was less than the net book value.

In accordance with Accounting Standards Codification No. 360, Property, Plant and Equipment, the Company believes that, based on current conditions, materially different reported results are not likely to result from long-lived asset impairments.

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WEIS MARKETS, INC.

Note 1    Summary of Significant Accounting Policies (continued)

(l)  Impairment of Long-Lived Assets (continued)

The results of impairment tests are subject to Management’s estimates and assumptions of projected cash flows and operating results. The Company believes that, based on current conditions, materially different reported results are not likely to result from long-lived asset impairments. However, a change in assumptions or market conditions could result in a change in estimated future cash flows and the likelihood of materially different reported results.

(m)  Self-Insurance

The Company is self-insured for a majority of its workers’ compensation, general liability, vehicle accident and associate medical benefit claims. The self-insurance liability for most of the medical benefit claims is determined based on historical data and an estimate of claims incurred but not reported. The other self-insurance liabilities including workers’ compensation are determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported. The Company is self-insured for certain healthcare claims and stop-loss coverage is maintained for individual annual claim occurrences exceeding a $500 thousand specific deductible. The Company is liable for workers’ compensation claims ranging from $1.0 million to $2.0 million per claim. Property and casualty insurance coverage is maintained with outside carriers at deductible or retention levels ranging from $250 thousand to $1.0 million. Significant assumptions used in the development of the actuarial estimates include reliance on the Company’s historical claims data including average monthly claims and average lag time between incurrence and reporting of the claim.

(n)  Income Taxes

The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company reviews the tax positions taken or expected to be taken on tax returns to determine whether and to what extent a benefit can be recognized in the Consolidated Financial Statements. Refer to Note 9 to the Consolidated Financial Statements for the amount of unrecognized tax benefits and other disclosures related to uncertain tax positions. To the extent interest and penalties would be assessed by taxing authorities on any underpayment of income tax, such amounts are accrued and classified as a component of income tax expense.

(o)  Earnings Per Share

Earnings per share are based on the weighted-average number of common shares outstanding.

(p)  Revenue Recognition

Revenue from the sale of products to the Company’s customers is recognized at the point of sale. Discounts provided to customers at the point of sale through the Weis Club Preferred Shopper loyalty program are recognized as a reduction in sales as products are sold. Periodically, the Company will run a point-based sales incentive program that rewards customers with future sales discounts. The Company makes reasonable and reliable estimates of the amount of future discounts based upon historical experience and its customer data tracking software. Sales are reduced rationally and systematically by these estimates over the life of the program. Discounts to customers at the point of sale provided by vendors, usually in the form of paper coupons, are not recognized as a reduction in sales provided the discounts are redeemable at any retailer that accepts those discounts. The Company records “Deferred revenue” for the sale of gift cards and revenue is recognized in “Net sales” at the time of customer redemption for products. Gift card breakage income is recognized in “Operating, general and administrative expenses” based upon historical redemption patterns and represents the balance of gift cards for which the Company believes the likelihood of redemption by the customer is remote. Sales tax is excluded from “Net sales.” The Company charges sales tax on all taxable customer purchases and remits these taxes monthly to the appropriate taxing jurisdiction. Merchandise return activity is immaterial to revenues due to products being returned quickly and the relatively low unit cost.

(q)  Cost of Sales, Including Advertising, Warehousing and Distribution Expenses

“Cost of sales, including advertising, warehousing and distribution expenses” consists of direct product costs (net of discounts and allowances), advertising (net of vendor paid cooperative advertising credits), distribution center and transportation costs, as well as manufacturing facility operations. Advertising costs, net of vendor paid cooperative advertising credits, are expensed as incurred which are primarily funded by vendor cooperative advertising credits and occur in the same period as the product is sold.

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WEIS MARKETS, INC.

Note 1    Summary of Significant Accounting Policies (continued)

(r)  Vendor Allowances

Vendor allowances related to the Company’s buying and merchandising activities are recorded as a reduction of cost of sales as they are earned, in accordance with the underlying agreement. Off-invoice and bill-back allowances are used to reduce direct product costs upon the receipt of goods. Promotional rebates and credits are accounted for as a reduction in the cost of inventory and recognized when the related inventory is sold. Volume incentive discounts are accounted for as a reduction of cost of sales and realized using estimated amounts at the time it is deemed probable that the incentive target will be reached. Long-term contract incentives, which require an exclusive vendor relationship, are allocated over the life of the contract. Promotional allowance funds for specific vendor-sponsored programs are recognized as a reduction of cost of sales as the program occurs and the funds are earned per the agreement. Cash discounts for prompt payment of invoices are realized in cost of sales as invoices are paid. Warehouse and back-haul allowances provided by suppliers for distributing their product through the Company’s distribution system are recorded in cost of sales offsetting costs incurred. Warehouse slotting allowances are recorded in cost of sales when new items are initially set up in the Company’s distribution system, which is when the related expenses are incurred and performance under the agreement is complete. Swell allowances for damaged goods are realized in cost of sales as provided by the supplier, helping to offset product shrink losses also recorded in cost of sales.

Vendor allowances recorded as credits in cost of sales totaled $106.9 million in 2023, $120.0 million in 2022 and $100.1 million in 2021. Vendor paid cooperative advertising credits totaled $3.1 million in 2023, $2.9 million in 2022 and $3.4 million in 2021. These credits were netted against advertising costs within “Cost of Sales, including Advertising, Warehousing and Distribution expenses.” The Company had accounts receivable due from vendors of $450 thousand and $617 thousand for earned advertising credits and $8.8 million and $3.5 million for earned promotional discounts as of December 30, 2023 and December 31, 2022, respectively. The Company had $2.4 million and $3.3 million in unearned income included in accrued liabilities for unearned vendor programs under long-term contracts for display and shelf space allocation as of December 30, 2023 and December 31, 2022, respectively.

(s)  Operating, General and Administrative Expenses

Business operating costs including expenses generated from administration and purchasing functions, are recorded in “Operating, general and administrative expenses” in the Consolidated Statements of Income. Business operating costs include items such as wages, benefits, utilities, repairs and maintenance, rent, insurance, depreciation, leasehold amortization and costs for outside provided services.

(t)  Advertising Costs

The Company expenses advertising costs as incurred. The Company recorded advertising expense, before vendor paid cooperative advertising credits, of $24.2 million in 2023, $23.7 million in 2022, $24.9 million in 2021 in “Cost of Sales, including Advertising, Warehousing and Distribution Expenses.”

(u)  Rental and Commission Income

The Company leases or subleases space to tenants in owned, vacated and open store facilities. Rental income is recorded when earned as a component of “Operating, general and administrative expenses.” All leases are operating leases. Refer to Note 5 to the Consolidated Financial Statements for further disclosure on operating leases and rental income.

The Company provides a variety of services to its customers, including but not limited to lottery, money orders, third-party gift cards, and third-party bill pay services. Commission income earned from these services are recorded when earned as a component of “Operating, general and administrative expenses.” The Company recorded commission income of $17.6 million in 2023, $18.0 million in 2022, $18.9 million in 2021.

(v)  Current Relevant Accounting Standards

The Company regularly monitors recently issued accounting standards and assesses their applicability and impact. The Company believes there is one accounting standard update that has or will have a material or significant impact on the Company’s accounting policies.

The FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), that is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires disclosures of reconciliation of the expected tax at the applicable statutory federal income tax rate to the reported tax in a tabular format, using both percentages and amounts, broken out into specific categories with certain reconciling items of five percent or greater of the expected tax further broken out by

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nature and/or jurisdiction, disclosure of income taxes paid, net of refunds received, broken out between federal and state and local income taxes and payments to individual jurisdictions representing five percent or more of the total income tax payments must also be separately disclosed.

The disclosures required by ASU 2023-09 are required in the Company’s annual financial statements beginning with the year ended December 28, 2024, with early adoption permitted.

Note 2    Marketable Securities

The Company’s marketable securities are all classified as available-for-sale within “Current Assets” in the Company’s Consolidated Balance Sheets. Financial Accounting Standards Board (FASB) has established three levels of inputs that may be used to measure fair value:

Level 1Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and

Level 3Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company’s marketable securities valued using Level 1 inputs include four public company equity securities, for which quoted market prices are available. The Company’s bond and commercial paper portfolio is valued using Level 2 inputs. The Company’s corporate and municipal bonds and commercial paper are valued using a combination of pricing for similar securities, recently executed transactions, cash flow models with yield curves and other pricing models utilizing observable inputs, which are considered Level 2 inputs.

For Level 2 investment valuation, the Company utilizes standard pricing procedures of its investment advisory firm(s), which include various third-party pricing services. These procedures also require specific price monitoring practices as well as pricing review reports, valuation oversight and pricing challenge procedures to maintain the most accurate representation of investment fair market value.

The Company accrues interest on its bond and commercial paper portfolio throughout the life of each bond and commercial paper held. Dividends from the equity securities are recognized as received. Both interest and dividends are recognized in “Investment income and interest expense” on the Company’s Consolidated Statements of Income. The Company recognized investment income of $9.5 million, $3.8 million and $1.6 million which included unrealized losses of $275 thousand, $1.3 million and $900 thousand in the fiscal years ended December 30, 2023, December 31, 2022 and December 25, 2021, respectively.

Marketable securities, as of December 30, 2023 and December 31, 2022, consisted of:

			Gross		Gross
(amounts in thousands)	Amortized		Unrealized		Unrealized		Fair
December 30, 2023	Cost		Holding Gains		Holding Losses		Value
Available-for-sale:
Level 1
Equity securities							$	4,910
Level 2
Corporate and municipal bonds	$	177,972	$	3,853	$	(6,553)		175,272
Commercial Paper		44,732		1,076		—		45,808
Total	$	222,704	$	4,929	$	(6,553)	$	225,991

Gross

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			Gross
(amounts in thousands)	Amortized		Unrealized		Unrealized		Fair
December 31, 2022	Cost		Holding Gains		Holding Losses		Value
Available-for-sale:
Level 1
Equity securities							$	5,185
Level 2
Corporate and municipal bonds	$	190,025	$	2,110	$	(10,901)		181,234
Total	$	190,025	$	2,110	$	(10,901)	$	186,419

Maturities of marketable securities classified as available-for-sale at December 30, 2023, were as follows:

	Amortized		Fair
(amounts in thousands)	Cost		Value
Available-for-sale:
Due within one year	$	93,503	$	95,188
Due after one year through five years		77,187		74,573
Due after five years through ten years		16,308		15,351
Due after ten years		35,706		35,968
Total	$	222,704	$	221,080

SERP Investments

The Company also maintains a non-qualified supplemental executive retirement plan (SERP) for certain of its associates which allows them to defer income to future periods. Participants in the plans earn a return on their deferrals based on mutual fund investments. The Company chooses to invest in the underlying mutual fund investments to offset the liability associated with the non-qualified deferred compensation plans. Such investments are reported on the Company’s Consolidated Balance Sheets as “SERP investment,” are classified as trading securities and are measured at fair value using Level 1 inputs with gains and losses included in “Investment income and interest expense” on the Company’s Consolidated Statements of Income. The Company recognized investment income of $3.7 million in the fiscal year ended December 30, 2023, investment loss of $3.8 million in the fiscal year ended December 31, 2022 and investment income of $3.4 million in the fiscal year ended December 25, 2021, respectively. The changes in the underlying liability to the associates are recorded in “Other income (expense).”

Note 3    Inventories

Inventories, as of December 30, 2023 and December 31, 2022, were valued as follows:

(amounts in thousands)	2023		2022
LIFO	$	201,683	$	192,984
Average cost		94,474		100,290
Total	$	296,157	$	293,274

Management believes the use of the LIFO method for valuing certain inventories represents the most appropriate matching of costs and revenues in the Company’s circumstances. If all inventories were valued on the average cost method, which approximates current cost, total inventories would have been $110.3 million and $103.6 million higher than as reported on the above methods as of December 30, 2023 and December 31, 2022, respectively.

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Note 4    Property and Equipment

Property and equipment, as of December 30, 2023 and December 31, 2022, consisted of:

	Useful Life
(amounts in thousands)	(in years)	2023		2022
Land		$	137,784	$	137,132
Buildings and improvements	10-60		839,202		828,407
Equipment	3-12		1,397,659		1,313,676
Leasehold improvements	5-20		234,287		233,300
Total, at cost			2,608,932		2,512,515
Less accumulated depreciation and amortization			1,647,579		1,541,602
Total		$	961,353	$	970,913

Note 5    Lease Commitments

The following is a schedule of the lease costs included in “Operating, general and administrative expenses” for the fiscal years ended December 30, 2023, December 31, 2022 and December 25, 2021.

	52 Weeks Ended		53 Weeks Ended		52 Weeks Ended
(amounts in thousands)		December 30, 2023		December 31, 2022		December 25, 2021
Operating lease cost	$	47,187	$	48,289	$	45,435
Variable lease cost		11,335		11,221		10,875
Lease or sublease income		(10,210)		(9,744)		(10,055)
Net lease cost	$	48,312	$	49,766	$	46,255

The following is a schedule by year of the future minimum rental payments required under operating leases and total minimum sublease and lease rental income to be received as of December 30, 2023.

(amounts in thousands)	Leases			Subleases
2024	$	47,918	$	(4,560)
2025		44,439		(3,985)
2026		35,562		(3,121)
2027		27,515		(2,522)
2028		20,387		(1,710)
Thereafter		33,220		(3,614)
Total Lease Payments	$	209,042	$	(19,513)
Less: Interest		26,038		—
Present value of lease liabilities		183,003		(19,513)

The following is a schedule of weighted-average remaining lease terms and weighted-average discount rates as of December 30, 2023, December 31, 2022, and December 25, 2021.

Lease Term and Discount Rate	December 30, 2023	December 31, 2022	December 25, 2021
Weighted-average remaining lease term	3.63	3.85	4.11
Weighted-average discount rate	3.43%	2.81%	2.73%

The following is a schedule of supplemental cash flow information related to leases as of December 30, 2023, December 31, 2022, and December 25, 2021.

(amounts in thousands)	December 30, 2023	December 31, 2022	December 25, 2021
Cash paid for amounts included in the measurement of operating lease liabilities	48,476	48,744	47,799
Right of use assets obtained in exchange for operating lease liabilities	39,928	27,364	31,663

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Note 6    Retirement Plans

The following is a schedule of the retirement plan costs for the fiscal years ended December 30, 2023, December 31, 2022 and December 25, 2021.

(amounts in thousands)	2023		2022		2021
Retirement savings plan		5,882		5,155		3,692
Profit Sharing		—		—		2,450
Deferred compensation plan		821		815		810
Supplemental executive retirement plan		875		709		703
Total	$	7,578	$	6,679	$	7,655

The Company has a qualified retirement savings plan, the Weis Markets, Inc. Retirement Savings Plan, covering substantially all associates. Employer contributions are made at the sole discretion of the Company. In 2022, the plan was adjusted to benefit more associates by eliminating the noncontributory profit-sharing component and increasing the contributory component to $0.50 for every dollar that all eligible associates contributed to the plan, up to 6% of their eligible pay.

The Company maintains a non-qualified deferred compensation plan for the payment of specific amounts of annual retirement benefits to certain officers or their beneficiaries over an actuarially computed normal life expectancy. Currently, there are no active officers in the plan. The expected payments under the plan provisions were determined through actuarial calculations dependent on the age of the recipient, using an assumed discount rate. The plan is unfunded and accounted for on an accrual basis. The recorded liability at December 30, 2023 is $3.4 million which is based on expected payments to be made over the remaining lives of the beneficiaries. This amount is included in “Accrued expenses” and “Postretirement benefit obligations” in the Consolidated Balance Sheets. The expected payment amounts are approximately $1.0 million for 2024 and for the years thereafter dependent on the lives of the beneficiaries.

The Company also maintains a non-qualified supplemental executive retirement plan covering highly compensated associates. This plan is designed to provide retirement benefits and salary deferral opportunities because of limitations imposed by the Internal Revenue Code and the Regulations implemented by the Internal Revenue Service. This plan is unfunded and accounted for on an accrual basis. Plan participants are 100% vested in their accounts after three years of service with the Company. Benefits are distributed among participants upon termination or retirement. Substantial risk of benefit forfeiture does exist for participants in this plan. The present value of accumulated benefits amounted to $26.7 million and $22.7 million at December 30, 2023 and December 31, 2022, respectively, and is included in “Postretirement benefit obligations” in the Consolidated Balance Sheets.

Note 7    Revenue Recognition

The Chief Operating Officer, the Company’s chief operating decision maker, analyzed store operational revenues by geographical area but each area offers customers similar product, has similar distribution methods, and supported by centralized management processes. The Company’s operations are reported as a single reportable segment.

The following table represents net sales by product category for years ending December 30, 2023, December 31, 2022 and December 25, 2021.

	52 Weeks Ended				53 Weeks Ended				52 Weeks Ending
(amounts in thousands)	December 30, 2023				December 31, 2022				December 25, 2021
Grocery	$	3,921,041	83.5	%	$	3,978,397	84.7	%	$	3,633,023	86.1	%
Pharmacy		527,010	11.2			441,840	9.4			399,128	9.4
Fuel		239,665	5.1			263,265	5.6			183,631	4.3
Manufacturing		9,233	0.2			12,441	0.3			8,635	0.2
Total net sales	$	4,696,950	100.0	%	$	4,695,943	100.0	%	$	4,224,417	100.0	%

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Note 8    Accumulated Other Comprehensive Income

All balances in accumulated other comprehensive income are related to available-for-sale marketable securities. The following table sets forth the balance of the Company’s accumulated other comprehensive income, net of tax.

	Unrealized Gains (Losses)
	on Available-for-Sale
(amounts in thousands)	Marketable Securities
Accumulated other comprehensive income (loss) balance as of December 25, 2021	$	1,687
Other comprehensive income (loss)		(8,135)
Net current period other comprehensive income (loss)		(8,135)
Accumulated other comprehensive income (loss) balance as of December 31, 2022	$	(6,449)
Other comprehensive income (loss)		5,255
Net current period other comprehensive income (loss)		5,255
Accumulated other comprehensive income (loss) balance as of December 30, 2023	$	(1,193)

Note 9    Income Taxes

(amounts in thousands)	2023		2022		2021
Current:
Federal	$	28,392	$	28,536	$	20,771
State		9,521		7,896		6,374
Deferred:
Federal		955		3,191		8,074
State		4,000		(4,042)		4,239
Total	$	42,868	$	35,581	$	39,458

The reconciliation of income taxes has been computed at the federal statutory rate of 21% in 2023, 2022 and 2021. Ending deferred tax liability has been computed at the federal statutory rate of 21%.

(amounts in thousands)	2023		2022		2021
Income taxes at federal statutory rate	$	30,806	$	33,763	$	31,144
State income taxes, net of federal income tax benefit		9,800		4,700		6,207
Nondeductible employee-related expenses		2,709		2,235		2,530
State deferred rate change		—		(5,462)		-
Other		(448)		345		(423)
Provision for income taxes	$	42,868	$	35,581	$	39,458

The effective income tax rate was 29.2%, 22.1% and 26.6% in 2023, 2022, and 2021, respectively. The effective income tax rate differs from the federal statutory rate of 21% primarily due to state taxes as well as nondeductible employee-related expenses. The Company reduced its provision for income taxes by $5.5 million in 2022 primarily due to the effects of Pennsylvania House Bill 1342 which was enacted on July 8, 2022. The bill made significant changes to the Commonwealth’s corporate income tax laws which included lowering the tax rate gradually from 9.99% in 2022 to 4.99% in 2031.

Cash paid for federal income taxes was $23.0 million, $29.4 million and $20.4 million in 2023, 2022 and 2021 respectively. Cash paid for state income taxes was $20.8 million, $8.0 million and $4.4 million in 2023, 2022 and 2021 respectively.

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Note 9    Income Taxes (continued)

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities at December 30, 2023 and December 31, 2022, are:

(amounts in thousands)	2023		2022
Deferred tax assets:
Accounts receivable	$	540	$	1,195
Employment incentives		4,855		6,329
Self-insurance liability		9,155		8,717
Postretirement benefit obligations		6,565		5,963
Net operating loss and credit carryforwards		2,153		5,009
Unrecognized tax benefits		1,341		2,869
174 R&D Capitalization		2,307		426
Other		683		675
Total deferred tax assets		27,599		31,183
Deferred tax liabilities:
Inventories		(12,225)		(13,398)
Unrealized gains on marketable securities		(554)		1,280
Prepaids		(6,290)		(5,570)
Depreciation		(126,621)		(124,720)
Total deferred tax liabilities		(145,690)		(142,408)
Net deferred tax liability	$	(118,091)	$	(111,225)

The following table summarizes the activity related to the Company’s unrecognized tax benefits:

(amounts in thousands)	2023		2022
Unrecognized tax benefits at beginning of year	$	13,661	$	10,036
Increases based on tax positions related to the current year		—		2,376
Additions for tax positions of prior year		—		1,249
Reductions for tax positions of prior years		(948)		—
Settlements		(6,329)		—
Expiration of the statute of limitations for assessment of taxes		—		—
Unrecognized tax benefits at end of year	$	6,384	$	13,661

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $0 in 2023, $3.6 million in 2022 and $1.7 million in 2021.

The Company or one of its subsidiaries files tax returns in the United States and various state jurisdictions. The tax years subject to examination in the United States and in Pennsylvania, where the majority of the Company’s revenues are generated, are 2018 to 2023.

The Company has net operating loss carryforwards of $14 million available for state income tax purposes. The net operating losses will begin to expire starting in 2027. The Company expects to fully utilize these net operating loss carryforwards.

Note 10    Fair Value Information

The carrying amounts for cash, accounts receivable and accounts payable approximate fair value because of the short maturities of these instruments. The fair values of the Company’s marketable securities, as disclosed in Note 2, are based on quoted market prices and institutional pricing guidelines for those securities not classified as Level 1 securities. The Company’s SERP investments are classified as trading securities and are carried at fair value using Level 1 inputs.

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Note 11    Commitments and Contingencies

The Company is involved in various legal actions arising out of the normal course of business. The Company also accrues for contingencies when it is probable that a liability has been incurred and the amount of the contingency can be reasonably estimated, based on experience. In the opinion of Management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, and liquidity.

Note 12    Long-Term Debt

The primary source of cash is cash flows generated from operations. In addition, the Company has access to a revolving credit agreement entered into on September 1, 2016, and amended on September 29, 2023, with Wells Fargo Bank, N.A. (the “Credit Agreement”). The Credit Agreement matures on October 1, 2027, and provides for an unsecured revolving credit facility with an aggregate principal amount not to exceed $30.0 million with an additional discretionary amount available of $70.0 million. As of December 30, 2023, the availability under the revolving credit agreement was $22.3 million with $7.7 million of letters of credit outstanding. The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company. The Company has not had an obligation on the Credit Agreement since the second quarter of 2018.

Interest expense related to long-term debt was $41 thousand, $32 thousand and $32 thousand for 2023, 2022 and 2021, respectively.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Weis Markets, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Weis Markets, Inc. and its subsidiaries (the Company) as of December 30, 2023 and December 31, 2022, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the 52 week period ended December 30, 2023, the 53 week period ended December 31, 2022 and the 52 week period ended December 25, 2021, and the related notes to the consolidated financial statements and the financial statement schedule listed in the accompanying index (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 30, 2023 and December 31, 2022, and the results of its operations and its cash flows for the 52 week period ended December 30, 2023, the 53 week period ended December 31, 2022 and the 52 week period ended December 25, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 30, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated February 28, 2024, expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Income taxes

As described in Notes 1 and 9 of the consolidated financial statements, the Company is engaged principally in the retail sale of food in Pennsylvania and surrounding states. The Company’s provision for income taxes is impacted based on interpretations of various state income tax laws. Management prepared the Company’s provision for state income taxes using significant judgment when interpreting the provisions of state tax regulations and assessing the positions taken as a result of these considerations as to whether or not the amount of benefit recorded would be more likely than not to be sustained upon examination.

We identified the evaluation of the Company’s provision for state income taxes and its assessment of more likely than not surrounding state tax positions as a critical audit matter due to the significant judgments made by management when assessing the complex provisions of the tax laws and regulations. Auditing the matter required significant auditor judgment and increased audit effort, including the use of our state tax professionals, in evaluating the recorded results of management’s tax positions and their assessment of the sustainability of these tax positions.

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Our audit procedures related to the Company’s provision for state income taxes and its assessment of more likely than not surrounding state tax positions include the following, among others:

•We obtained an understanding of the relevant controls related to the determination of current and deferred taxes and the assessment of more likely than not surrounding state tax positions and tested such controls for design and operating effectiveness.

•We involved our state tax professionals to assist in evaluating the application of state tax regulations. Our professionals developed an independent assessment of interpretations of state tax positions requiring significant judgement and compared them to the Company’s recorded positions.

•We tested the accuracy and completeness of the data and inputs used to calculate the effective state tax rate, current provision calculations, deferred tax assets/liabilities, more likely than not state tax positions assessment and income taxes receivable/payable rollforward.

Retail inventory and related cost of sales

As described in Note 1 to the consolidated financial statements, the Company accounts for retail center store inventory under the retail inventory method (RIM) using the last-in, first-out (LIFO) method. RIM is commonly used by retail companies to determine cost and calculate gross margin based on applying a cost-to-retail ratio to each similar merchandise category’s ending retail value.

We identified the auditing of RIM inventory as a critical audit matter due to the increased audit effort, including involvement of more experienced audit team members and our information technology (IT) professionals. The RIM inventory computations utilize critical inputs dependent on multiple information systems that capture and process high volume transactions that elevates the importance of data interfaces and reliability of information systems.

Our audit procedures related to the Company’s RIM inventory include the following, among others:

•We obtained an understanding of the relevant controls, including IT general controls, surrounding the retail inventory valuation process and tested such controls for design and operating effectiveness, including automated processes and transactional data interfaces and management’s review controls over these data inputs and the Company’s RIM calculation outputs.

•We tested the accuracy and completeness of the key inputs into the RIM calculation, including purchases, sales, discounts, shrink and price changes (markdowns) by comparing the key inputs back to source information such as point of sale information via retail pricing and tender/cash receipts, third-party vendor invoices and third-party inventory count information, including testing of a rollforward from the inventory count date to year-end inventory valuation.

•We performed analytical procedures disaggregated by inventory category. Such disaggregated analytical procedures included trend analysis of RIM inputs based on warehouse and direct store delivery purchases as percent of sales, cost of sales percentages compared to historical periods and trends, and discounts and markdown analytics based on inquiries with various Company personnel to assess the level of retail price changes due to pricing and promotional strategies and inflation/deflation within a category. Additional analytics include trends analyses on store count and shrink results, store square footage analytics related to ending store level inventory values and gross profit analytics by category.

/s/ RSM US LLP

We have served as the Company's auditor since 2016.

Philadelphia, Pennsylvania

February 28, 2024

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Weis Markets, Inc.

Opinion on the Internal Control Over Financial Reporting

We have audited Weis Markets, Inc.'s (the Company) internal control over financial reporting as of December 30, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 30, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 30, 2023 and December 31, 2022, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for the 52 week period ended December 30, 2023, the 53 week period ended December 31, 2022 and the 52 week period ended December 25, 2021, and the related notes to the consolidated financial statements and the financial statement schedule listed in the accompanying index, and our report dated February 28, 2024 expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ RSM US LLP

Philadelphia, Pennsylvania

February 28, 2024

42

WEIS MARKETS, INC.

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure:

None.

Item 9a.   Controls and Procedures:

Management’s Report on Disclosure Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer of the Company (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of the close of the period covered by this Report, that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act). Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 framework). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Based on the Company’s evaluation, Management concluded that the Company’s internal control over financial reporting was effective as of December 30, 2023.

RSM US LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their attestation report on the Company’s internal control over financial reporting as of December 30, 2023. The report can be found in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

In the fourth quarter of 2023, Management implemented a new enterprise resource planning system (“ERP”) for human capital management and financial management. As a result, Management revised certain existing internal controls, processes, and procedures. There are inherent risks in implementing an ERP system and, accordingly, Management will continue to evaluate the design and operating effectiveness of these controls. Other than the ERP system implementation, there were no changes in the Company’s internal control over financial reporting during the fiscal year ended December 30, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9b.   Other Information:

There was no information required on Form 8-K during this quarter that was not reported.

Item 9c. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections:

None.

43

WEIS MARKETS, INC.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance:

In addition to the information reported in Part I of this Form 10-K under the caption “Information about our Executive Officers,” “Election of Directors,” “Board Committees and Meeting Attendance, Audit Committee,” “Corporate Governance Matters,” “Compensation Tables” and “Stock Ownership” of the 2024 Weis Markets, Inc. definitive proxy statement are incorporated herein by reference.

Item 11.   Executive Compensation:

“Board Committees and Meeting Attendance, Compensation Committee,” “Executive Compensation, Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Tables” and “Other Information Concerning the Board of Directors, Compensation Committee Interlocks and Insider Participation” of the 2024 Weis Markets, Inc. definitive proxy statement are incorporated herein by reference.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters:

“Stock Ownership” of the 2024 Weis Markets, Inc. definitive proxy statement is incorporated herein by reference.

Item 13.   Certain Relationships and Related Transactions, and Director Independence:

“Other Information Concerning the Board of Directors, Review and Approval of Related Party Transactions” and “Independence of Directors” of the 2024 Weis Markets, Inc. definitive proxy statement are incorporated herein by reference.

Item 14.   Principal Accounting Fees and Services:

“Ratification Of Appointment Of Independent Registered Public Accounting Firm” of the 2024 Weis Markets, Inc. definitive proxy statement are incorporated herein by reference.

PART IV

Item 15.   Exhibits, Financial Statement Schedules:

(a)(1)- The Company’s 2023 Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Item 8 of Part II.

Financial Statements	Page
Consolidated Balance Sheets	23
Consolidated Statements of Income	24
Consolidated Statements of Comprehensive Income	25
Consolidated Statements of Shareholders’ Equity	26
Consolidated Statements of Cash Flows	27
Notes to Consolidated Financial Statements	28
Report of Independent Registered Public Accounting Firm (PCAOB ID:49)	40

(a)(2)- Financial statement schedules required to be filed by Item 8 of this form, and by Item 15(c)(3) below:

Schedule II - Valuation and Qualifying Accounts, page 46 of this Annual Report on Form 10-K

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

44

WEIS MARKETS, INC.

Item 15.   Exhibits, Financial Statement Schedules: (continued)

(a)(3)  A listing of exhibits filed or incorporated by reference is as follows:

Exhibit No.	Exhibits
3-A	Articles of Incorporation, filed as exhibit 4.1 in Form S-8 on September 13, 2002 and incorporated herein by reference.
3-B	By-Laws, filed as exhibit under Part IV, Item 14(c) in the Annual Report on Form 10-K for the fiscal year ended December 29, 2001 and incorporated herein by reference.
4-A	Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended, filed as exhibit 4-A in the Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and incorporated herein by reference.
10-B	Supplemental Executive Retirement Plan, filed as exhibit 10-B in the Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and incorporated herein by reference. *
10-D	Supplemental Executive Retirement Plan Amendment, filed as exhibit 10-D in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and incorporated herein by reference. *
10-E	Deferred Compensation Agreement between the Company and Mr. Robert F. Weis, filed as exhibit under Part IV, Item 15(a)(3) in the Annual Report on Form 10-K for the fiscal year ended December 26, 2009 and incorporated herein by reference. *
10-I	Executive Employment Agreement between the Company and Jonathan H Weis, Chairman, President and Chief Executive Officer, signed on November 15, 2019 effective January 1, 2020 and continuing thereafter through December 31, 2023, filed as Exhibit 10.1 to Form 8-K November 18, 2019 and incorporated herein by reference. *
10-J	Executive Employment Agreement between the Company and Jonathan H Weis, Chairman, President and Chief Executive Officer, signed on March 22, 2023 effective January 1, 2023 and continuing thereafter through December 31, 2025, filed as Exhibit 10.1 to Form 8-K March 24, 2023 and incorporated herein by reference. *
21	Subsidiaries of the Registrant, filed with this Annual Report on Form 10-K
31.1	Rule 13a-14(a) Certification - CEO, filed with this Annual Report on Form 10-K
31.2	Rule 13a-14(a) Certification - CFO, filed with this Annual Report on Form 10-K
32	Certification Pursuant to 18 U.S.C. Section 1350, filed with this Annual Report on Form 10-K
97	Policy Relating to Recovery of Erroneously Awarded Compensation

* Management contract or compensatory plan arrangement.

The Company will provide a copy of any exhibit upon receipt of a written request for the particular exhibit or exhibits desired. All requests should be addressed to the Company’s principal executive offices.

(b)  The Company files as exhibits to this Annual Report on Form 10-K, those exhibits listed in Item 15(a)(3) above.

45

WEIS MARKETS, INC.

Item 15(c)(3).   Financial Statement Schedules:

Schedule II - Valuation and Qualifying Accounts:

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

WEIS MARKETS, INC.

(amounts in thousands)

Col. A	Col. B		Col. C				Col. D		Col. E
			Additions
	Balance at		Charged to		Charged to				Balance at
	Beginning		Costs and		Accounts		Deductions		End of
Description	of Period		Expenses		Describe		Describe (1)		Period
Fiscal Year ended December 30, 2023:
Deducted from asset accounts:
Allowance for uncollectible accounts	$	4,577	$	73	$	—	$	2,609	$	2,041
Fiscal Year ended December 31, 2022:
Deducted from asset accounts:
Allowance for uncollectible accounts	$	3,451	$	2,489	$	—	$	1,363	$	4,577
Fiscal Year ended December 25, 2021:
Deducted from asset accounts:
Allowance for uncollectible accounts	$	2,427	$	2,986	$	—	$	1,962	$	3,451

(1) Deductions are uncollectible accounts written off, net of recoveries.

Item 16.   Form 10-K Summary:

None.

46

WEIS MARKETS, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

		WEIS MARKETS, INC.
		(Registrant)
Date:	2/28/2024	/S/Jonathan H. Weis
		Jonathan H. Weis
		Chairman,
		President and Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date	2/28/2024	/S/Jonathan H. Weis
		Jonathan H. Weis
		Chairman,
		President and Chief Executive Officer
		and Director
		(Principal Executive Officer)
Date	2/28/2024	/S/Michael T. Lockard
		Michael T. Lockard
		Senior Vice President, Chief Financial Officer
		and Treasurer
		(Principal Financial Officer)
Date	2/28/2024	/S/Harold G. Graber
		Harold G. Graber
		Senior Vice President of Real Estate and Development
		and Secretary
		and Director
Date	2/28/2024	/S/Dennis G. Hatchell
		Dennis G. Hatchell
		Director
Date	2/28/2024	/S/Edward J. Lauth III
		Edward J. Lauth III
		Director
Date	2/28/2024	/S/Gerrald B. Silverman
		Gerrald B. Silverman
		Director
Date	2/28/2024	/S/Jeanette R. Rogers
		Jeanette R. Rogers

47

WEIS MARKETS, INC.

Vice President, Corporate Controller

(Principal Accounting Officer)

48

EX-21

WEIS MARKETS, INC.

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

	State of	Percent Owned
	Incorporation	By Registrant
Dutch Valley Food Company, LLC.	Pennsylvania	100%
Weis Transportation, LLC.	Pennsylvania	100%
WMK Financing, Inc.	Delaware	100%

The Consolidated Financial Statements include the accounts of the Company and its subsidiaries.

EX-31.1

WEIS MARKETS, INC.

Exhibit 31.1

CERTIFICATION- CEO

I, Jonathan H. Weis, certify that:

1.    I have reviewed this Annual Report on Form 10-K of Weis Markets, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)    all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 28, 2024	/S/Jonathan H. Weis
		Jonathan H. Weis
		Chairman,
		President and Chief Executive Officer

EX-31.2

WEIS MARKETS, INC.

Exhibit 31.2

CERTIFICATION- CFO

I, Michael T. Lockard, certify that:

1.    I have reviewed this Annual Report on Form 10-K of Weis Markets, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)    all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 28, 2024	/S/Michael T. Lockard
		Michael T. Lockard
		Senior Vice President, Chief Financial Officer
		and Treasurer

EX-32

WEIS MARKETS, INC.

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Weis Markets, Inc. (the "Company") on Form 10-K for the fiscal year ending December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Jonathan H. Weis, Chairman, President and Chief Executive Officer, and Michael T. Lockard, Senior Vice President, Chief Financial Officer and Treasurer, of the Company, certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)    to my knowledge the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/Jonathan H. Weis

Jonathan H. Weis

Chairman, President and Chief Executive Officer

2/28/2024

/S/Michael T. Lockard

Michael T. Lockard

Senior Vice President, Chief Financial Officer and Treasurer

2/28/2024

A signed original of this written statement required by Section 906 has been provided to Weis Markets, Inc. and will be retained by Weis Markets, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-10.C

Weis Markets, Inc. Retirement Savings Plan

SUMMARY PLAN DESCRIPTION

1

TABLE OF CONTENTS

INTRODUCTION TO YOUR PLAN

What kind of Plan is this?‌1

What information does this Summary provide?‌1

ARTICLE I

PARTICIPATION IN THE PLAN

How do I participate in the Plan?‌2

How is my service determined for purposes of Plan eligibility?‌3

What service is counted for purposes of Plan eligibility?‌4

What happens if I'm a Participant, terminate employment and then I'm rehired?‌5

ARTICLE II

EMPLOYEE CONTRIBUTIONS

What are salary deferrals and how do I contribute them to the Plan?‌5

What are "rollover" contributions?‌7

What are In-Plan Roth Conversions?‌7

What are InPlan Roth Rollover?‌8

What are InPlan Roth Rollover Transfers?‌8

ARTICLE III

EMPLOYER CONTRIBUTIONS

What is the Employer matching contribution and how is it allocated?‌8

What are forfeitures and how are they allocated?‌9

ARTICLE IV

COMPENSATION AND ACCOUNT BALANCE

What compensation is used to determine my Plan benefits?‌9

Is there a limit on the amount of compensation which can be considered?‌10

Is there a limit on how much can be contributed to my account each year?‌10

How is the money in the Plan invested?‌11

Will Plan expenses be deducted from my account balance?‌11

ARTICLE V

VESTING

What is my vested interest in my account?‌12

How is my service determined for vesting purposes?‌13

What service is counted for vesting purposes?‌14

What happens to my nonvested account balance if I'm rehired?‌14

What happens if the Plan becomes a "topheavy plan"?‌15

ARTICLE VI

DISTRIBUTIONS PRIOR TO TERMINATION AND HARDSHIP DISTRIBUTIONS

Can I withdraw money from my account while working?‌15

Can I withdraw money from my account in the event of financial hardship?‌15

1

ARTICLE VII

BENEFITS AND DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT

When can I get money out of the Plan?‌17

What happens if I terminate employment before death, disability or retirement?‌18

What happens if I terminate employment atNormal Retirement Date?‌18

What happens if I terminate employment at Early Retirement Date?‌18

What happens if I terminate employment due to disability?‌19

How will my benefits be paid to me?‌19

ARTICLE VIII

BENEFITS AND DISTRIBUTIONS UPON DEATH

What happens if I die while working for the Employer?‌19

Who is the beneficiary of my death benefit?‌19

How will the death benefit be paid to my beneficiary?‌20

When must the last payment be made to my beneficiary?‌20

What happens if I'm a Participant, terminate employment and die before receiving all my benefits?‌20

ARTICLE IX

TAX TREATMENT OF DISTRIBUTIONS

What are my tax consequences when I receive a distribution from the Plan?‌20

Can I elect a rollover to reduce or defer tax on my distribution?‌21

ARTICLE X

LOANS

Is it possible to borrow money from the Plan?‌21

What are the loan rules and requirements?‌22

ARTICLE XI

PROTECTED BENEFITS AND CLAIMS PROCEDURES

Are my benefits protected?‌23

Are there any exceptions to the general rule?‌23

Can the Plan be amended?‌23

What happens if the Plan is discontinued or terminated?‌24

How do I submit a claim for Plan benefits?‌24

What if my benefits are denied?‌24

What is the Claims Review Procedure?‌26

What are my rights as a Plan Participant?‌28

What can I do if I have questions or my rights are violated?‌29

ARTICLE XII

GENERAL INFORMATION ABOUT THE PLAN

Plan Name‌29

Plan Number‌29

Plan Effective Dates‌29

Other Plan Information‌30

Employer Information‌30

2

Administrator Information‌30

Plan Trustee Information andPlan Funding Medium‌31

3

Weis Markets, Inc. Retirement Savings Plan

SUMMARY PLAN DESCRIPTION

INTRODUCTION TO YOUR PLAN

What kind of Plan is this?

Weis Markets, Inc. Retirement Savings Plan ("Plan") has been adopted to provide you with the opportunity to save for retirement on a tax-advantaged basis. This Plan is a type of qualified retirement plan commonly referred to as a 401(k) Plan.

What information does this Summary provide?

This Summary Plan Description ("SPD") contains information regarding when you may become eligible to participate in the Plan, your Plan benefits, your distribution options, and many other features of the Plan. You should take the time to read this SPD to get a better understanding of your rights and obligations under the Plan.

In this Summary, your Employer has addressed the most common questions you may have regarding the Plan. If this SPD does not answer all of your questions, please contact the Administrator or other Plan representative. The Administrator is responsible for responding to questions and making determinations related to the administration, interpretation, and application of the Plan. The name and address of the Administrator can be found at the end of this SPD in the Article entitled "General Information About the Plan."

This SPD describes the Plan's benefits and obligations as contained in the legal Plan document, which governs the operation of the Plan. The Plan document is written in much more technical and precise language and is designed to comply with applicable legal requirements. If the non-technical language in this SPD and the technical, legal language of the Plan document conflict, the Plan document always governs. If you wish to receive a copy of the legal Plan document, please contact the Administrator.

The Plan and your rights under the Plan are subject to federal laws, such as the Employee Retirement Income Security Act (ERISA) and the Internal Revenue Code, as well as some state laws. The provisions of the Plan are subject to revision due to a change in laws or due to pronouncements by the Internal Revenue Service (IRS) or Department of Labor (DOL). Your Employer may also amend or terminate this Plan. Your Employer will notify you if the provisions of the Plan that are described in this SPD change.

Types of contributions. The following types of contributions may be made under this Plan:

●Employee salary deferrals including Roth 401(k) deferrals

●Employer matching contributions

●Employee "rollover" contributions

1

ARTICLE I

PARTICIPATION IN THE PLAN

How do I participate in the Plan?

Provided you are not an Excluded Employee, you may become a "Participant" in the Plan once you have satisfied the eligibility requirements and reached your "Entry Date." The following describes the eligibility requirements and Entry Dates that apply. You should contact the Administrator if you have questions about the timing of your Plan participation.

All Contributions

Entry Date. Your Entry Date will be the date on which you satisfy the eligibility requirements.

Salary Deferrals

Excluded Employees. If you are a member of a class of employees identified below, you are an Excluded Employee and you are not entitled to participate in the Plan for purposes of salary deferrals and "rollover" contributions. The Excluded Employees are:

●union employees whose employment is governed by a collective bargaining agreement under which retirement benefits were the subject of good faith bargaining, unless the collective bargaining agreement requires the employee to be included within the Plan

●certain nonresident aliens who have no earned income from sources within the United States

●leased employees

●temporary employees. However, if as a temporary employee, you complete one (1) Year of Service in any year of employment, you will no longer be part of this excluded class.

●Individuals not directly employed by the Employer unless the direct employer elects to become a Participating Employer are excluded.

See "Other Excluded Employee Provisions" at the end of this Section for special provisions that may apply in determining who is an Excluded Employee.

Eligibility conditions. You will be eligible to participate for purposes of salary deferrals on your date of hire. However, you will actually become a Participant in the Plan once you reach the Entry Date as described above under "All Contributions".

2

Employer Matching Contributions

Excluded Employees. If you are a member of a class of employees identified below, you are an Excluded Employee and you are not entitled to participate in the Plan for purposes of matching contributions. The Excluded Employees are:

●union employees whose employment is governed by a collective bargaining agreement under which retirement benefits were the subject of good faith bargaining, unless the collective bargaining agreement requires the employee to be included within the Plan

●certain nonresident aliens who have no earned income from sources within the United States

●leased employees

●temporary employees. However, if as a temporary employee, you complete one (1) Year of Service in any year of employment, you will no longer be part of this excluded class.

●Individuals not directly employed by the Employer unless the direct employer elects to become a Participating Employer are excluded.

See "Other Excluded Employee Provisions" at the end of this Section for special provisions that may apply in determining who is an Excluded Employee.

Eligibility conditions. You will be eligible to participate for purposes of matching contributions when you have satisfied the following eligibility condition(s). However, you will actually become a Participant in the Plan once you reach the Entry Date as described above under "All Contributions".

●attainment of age 21.

●completion of one (1) Year of Service.

Other Excluded Employee Provisions

For purposes of Employer Matching contributions, a Highly Compensated Employee who has held the title of chairman, vice chairman, president, chief operating officer or vice president with respect to the employer as of any day in the plan year on or before the allocation date are excluded

How is my service determined for purposes of Plan eligibility?

Year of Service. You will be credited with a Year of Service at the end of the twelve month period beginning on your date of hire if you have been credited with at least 1,000 Hours of Service during such period. If you have not been credited with 1,000 Hours of Service by the end of such period, you will have completed a Year of Service at the end of any following Plan Year during which you were credited with 1,000 Hours of Service.

3

Hour of Service-employees for whom hourly records are kept. You will be credited with your actual Hours of Service for:

(a)each hour for which you are directly or indirectly compensated by the Employer for the performance of duties during the Plan Year;

(b)each hour for which you are directly or indirectly compensated by the Employer for reasons other than the performance of duties (such as vacation, holidays, sickness, disability, lay-off, military duty, jury duty or leave of absence during the Plan Year); and

(c)each hour for back pay awarded or agreed to by the Employer.

You will not be credited for the same Hours of Service both under (a) or (b), as the case may be, and under (c).

Hour of Service employees for whom hourly records are not kept. The Plan does not credit you with your actual Hours of Service. Instead the Plan uses an "equivalency" method. Under this method you will be credited with credit basis upon which manner Records are Maintained. By Shift - Actual Hours; By Day - 10 Hours; By Week; 45 Hours; By Semi-Monthly Payroll - 95 Hours; By Months of Employment - 190 Hours during the year in which you would otherwise be credited with at least one Hour of Service.

What service is counted for purposes of Plan eligibility?

Service with the Employer. In determining whether you satisfy the minimum service requirements to participate under the Plan, all service you perform for the Employer will generally be counted. However, there are some exceptions to this general rule.

Break in Service rules. If you terminate employment and are rehired, you may lose credit for prior service under the Plan's Break in Service rules.

For eligibility purposes, you will have a 1-Year Break in Service if you complete less than 501 Hours of Service during the computation period used to determine whether you have a Year of Service. However, if you are absent from work for certain leaves of absence such as a maternity or paternity leave, you may be credited with enough Hours of Service to prevent a Break in Service.

Five-year eligibility Break in Service rule. The five-year Break in Service rule applies only to employees who had no vested interest in the Plan when employment had terminated. If you were not vested in any amounts when you terminated employment and you have five 1-Year Breaks in Service (as defined above), all the service you earned before the 5-year period no longer counts for eligibility purposes. Thus, if you were to return to employment after incurring five 1-Year Breaks in Service, you would have to resatisfy any minimum service requirements under the Plan.

Service with another Employer. For eligibility purposes, your Years of Service with Kings Markets Strasburg Store (No. 159), Binghamton Giant Markets, Vestal NY Medicine Shoppe, Genuardi's Safeway and Hanover, PA Nell's Shur-Fine Market will be counted.

However, with respect to the recognition of prior service with another Employer, the following applies: The employee must be employed by the predecessor employer as of the day immediately prior to the acquisition.

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Military service. If you are a veteran and are reemployed under the Uniformed Services Employment and Reemployment Rights Act of 1994, your qualified military service may be considered service with the Employer. If you may be affected by this law, ask the Administrator for further details.

What happens if I'm a Participant, terminate employment and then I'm rehired?

If you are no longer a Participant because you terminated employment, and you are rehired, then you will be able to participate in the Plan on your date of rehire provided your prior service had not been disregarded under the Break in Service rules and you are otherwise eligible to participate in the Plan.

ARTICLE II

EMPLOYEE CONTRIBUTIONS

What are salary deferrals and how do I contribute them to the Plan?

Salary deferrals. As a Participant under the Plan, you may elect to reduce your compensation by a specific percentage or dollar amount and have that amount contributed to the Plan as a salary deferral. There are two types of salary deferrals: Pre-Tax 401(k) deferrals and Roth 401(k) deferrals. For purposes of this SPD, "salary deferrals" generally means both Pre-Tax 401(k) deferrals and Roth 401(k) deferrals. Regardless of the type of deferral you make, the amount you defer is counted as compensation for purposes of Social Security taxes.

Pre-Tax 401(k) deferrals. If you elect to make Pre-Tax 401(k) deferrals, then your taxable income is reduced by the deferral contributions so you pay less in federal income taxes. Later, when the Plan distributes the deferrals and earnings, you will pay the taxes on those deferrals and the earnings. Therefore, with a Pre-Tax 401(k) deferral, federal income taxes on the deferral contributions and on the earnings are only postponed. Eventually, you will have to pay taxes on these amounts.

Roth 401(k) deferrals. If you elect to make Roth 401(k) deferrals, the deferrals are subject to federal income taxes in the year of deferral. However, the deferrals and, in most cases, the earnings on the deferrals are not subject to federal income taxes when distributed to you. In order for the earnings to be tax free, you must meet certain conditions. See "What are my tax consequences when I receive a distribution from the Plan?" below.

Deferral procedure. The amount you elect to defer will be deducted from your pay in accordance with a procedure established by the Administrator. You may elect to defer a portion of your salary as of your Entry Date. Such election will become effective as soon as administratively feasible after it is received by the Administrator. Your election will generally remain in effect until you modify or terminate it.

Deferral modifications. You are permitted to revoke your salary deferral election at any time during the Plan Year. You may make any other modification as of each payroll period or in accordance with any other procedure that your Employer provides. Any modification will become effective as soon as administratively feasible after it is received by the Administrator.

Deferral Limit. As a Participant, you may elect to defer an amount from your compensation each year instead of receiving that amount in cash. You may defer not less than 1% and not more than 50% of your compensation. Such election will also apply to irregular pay (e.g., bonuses) unless a separate elective deferral election is made for irregular pay. The amount that you elect to defer from irregular pay cannot exceed 100% of your irregular compensation.

Your total deferrals in any taxable year may not exceed a dollar limit which is set by law. The limit for 2022 is $20, 500. After 2022, the dollar limit may increase for cost-of-living adjustments. See the paragraph below on Annual dollar limit. However, highly compensated employees may only defer 4%; HCE annual deferrals can never exceed 4% of eligible compensation (except deferrals that are considered

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Catch-Up Contributions. (Highly compensated employees are those employees who are generally more than 5% owners and certain family members (regardless of how much they earn), or individuals receiving wages in excess of certain amounts established by law.)

Catch-up contributions. If you are at least age 50 or will attain age 50 before the end of a calendar year, then you may elect to defer additional amounts (called "catch-up contributions") to the Plan as of the January 1st of that year. The additional amounts may be deferred regardless of any other limitations on the amount that you may defer to the Plan. The maximum "catch-up contribution" that you can make in 2022 is $6,500. After 2022, the maximum may increase for cost-of-living adjustments.

Automatic Deferral. The Plan includes an automatic salary deferral feature. Your Employer will automatically withhold a portion of your compensation from your pay each payroll period and contribute that amount to the Plan as a Pre-Tax 401(k) deferral. The Automatic Deferral provisions apply to all Participants who become a Participant in the Plan after the effective date of the Automatic Deferral provisions.

Automatic Deferral provisions. The following provisions apply to these Automatic Deferrals:

●You may complete a salary deferral agreement to elect an alternative deferral amount or to elect not to defer under the Plan in accordance with the deferral procedures of the Plan. Your election will generally remain in effect until you modify or terminate it. If your Employer automatically enrolled you and you did not want to participate in the Plan, then your Employer can refund your deferrals to you within 90 days of the first automatic deferral provided you notify your Employer within a reasonable period of time prior to the end of the 90 day period.

●The amount to be automatically withheld from your pay each payroll period will be equal to 3% of your compensation.

Special effective date for Automatic Deferral: The Eligible Automatic Enrollment feature was effective December 16, 2019. Effective January 1, 2022. The Automatic Escalation of Deferrals was removed.

Contact the Administrator if you have any questions concerning the application of Automatic Deferrals.

Annual dollar limit. You should also be aware that each separately stated annual dollar limit on the amount you may defer (the annual deferral limit and the "catch-up contribution" limit) is a separate aggregate limit that applies to all such similar salary deferral amounts and "catch-up contributions" you may make under this Plan and any other cash or deferred arrangements (including tax-sheltered 403(b) annuity contracts, simplified employee pensions or other 401(k) plans) in which you may be participating. Generally, if an annual dollar limit is exceeded, then the excess must be returned to you in order to avoid adverse tax consequences. For this reason, it is desirable to request in writing that any such excess salary deferral amounts and "catch-up contributions" be returned to you.

If you are in more than one plan, you must decide which plan or arrangement you would like to return the excess. If you decide that the excess should be distributed from this Plan, you must communicate this in writing to the Administrator not later than the March 1st following the close of the calendar year in which such excess deferrals were made. However, if the entire dollar limit is exceeded in this Plan or any other plan your Employer maintains, then you will be deemed to have notified the Administrator of the excess. The Administrator will then return the excess deferrals and any earnings to you by April 15th.

Allocation of deferrals. The Administrator will allocate the amount you elect to defer to an account maintained on your behalf. You will always be 100% vested in this account (see the Article in this SPD entitled "Vesting"). This means that you will always be entitled to all amounts that you defer. This money will, however, be affected by any investment gains or losses. If there is an investment gain, then the balance in your account will increase. If there is an investment loss, then the balance in your account will decrease.

Distribution of deferrals. The rules regarding distributions of amounts attributable to your salary deferrals are explained later in this SPD. However, if you are a highly compensated employee (generally more than 5% owners and certain family members (regardless of how

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much they earn), or individuals receiving wages in excess of certain amounts established by law), a distribution of amounts attributable to your salary deferrals or certain excess contributions may be required to comply with the law. The Administrator will notify you when a distribution is required.

What are "rollover" contributions?

Rollover contributions. At the discretion of the Administrator, if you are a Participant who is currently employed or an Eligible Employee, you may be permitted to deposit into the Plan distributions you have received from other retirement plans and certain IRAs. Such a deposit is called a "rollover" contribution and may result in tax savings to you. You may ask the Administrator or Trustee of the other plan or IRA to directly transfer (a "direct rollover") to this Plan all or a portion of any amount that you are entitled to receive as a distribution from such plan. Alternatively, you may elect to deposit any amount eligible to be rolled over within 60 days of your receipt of the distribution. You should consult qualified counsel to determine if a rollover is in your best interest.

Rollover account. Your "rollover" contribution will be accounted for in a "rollover account." You will always be 100% vested in your "rollover account" (see the Article in this SPD entitled "Vesting"). This means that you will always be entitled to all amounts in your "rollover account." Rollover contributions will be affected by any investment gains or losses.

Withdrawal of "rollover" contributions. You may withdraw the amounts in your "rollover account" only when you are otherwise entitled to a distribution under the Plan. See "When can I get money out of the Plan?"

What are In-Plan Roth Conversions?

Ordinarily, you do not pay taxes on the contributions or earnings of your accounts attributable to your employer's contributions (including accounts attributable to Employer matching contributions and accounts attributable to Employer profit sharing contributions) until you receive an actual distribution from such accounts because such amounts are usually held in what is called "pre-tax" accounts. In other words, the taxes on the contributions and earnings in your pre-tax accounts are deferred until a distribution is made. Roth accounts, however, are the opposite. With a Roth account you pay current taxes on the amounts contributed. When a distribution is made to you from the Roth account, you do not pay taxes on the amounts you had contributed. In addition, if you have a "qualified Roth distribution", you also do not pay taxes on the earnings that are attributable to the contributions. See the Q&A called "What are my tax consequences when I receive a distribution from the Plan?" for the definition of a qualified Roth distribution.

This Plan allows an In-Plan Roth conversion feature. That means that a portion of your funds that are already in one or more of your tax-deferred accounts under the Plan can be converted from a pre-tax basis to a Roth tax basis. For tax purposes, such recharacterized amounts will be treated by the Plan as if such funds had been Roth deferrals to your account, i.e., they will not be taxed at the time of distribution. That is because you will be taxed on the total amount being converted to a Roth tax basis for the year in which such conversion(s) are made.

Once you make an election to convert an amount to a Roth tax basis, your election cannot be changed. It's important that you understand the tax effects of making the election and ensure you have adequate resources outside of the plan to pay the additional taxes. The In-Plan Roth transfer does not affect the timing of when a distribution may be made to you under the Plan; the transfer only changes the tax character of your account. You should consult with your tax advisor prior to making a transfer election.

There are two conversion options available under the plan, In-plan Roth Rollovers and In-plan Roth Transfers. Each type of conversion is described in greater detail in the two Questions that immediately follow, because there are some technical differences between the two types.

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What are In-Plan Roth Rollovers?

In-Plan Roth Rollovers. Effective December 16, 2019, if you are eligible for a distribution from an account, you may elect to roll over all or a portion of the distribution to a designated Roth contribution account in the Plan (referred to as an In-Plan Roth Rollover). You may only roll over the distribution directly. If you wish to convert all or a portion of a non-distributable account to a Roth tax basis, see the Question “What are In-Plan Roth Rollover Transfers?”

The following limitations apply to the In-Plan Roth Rollovers:

●Loans may not be distributed as part of the distribution.

The law restricts any in-service distributions from certain accounts which are maintained for you under the Plan before you reach age 59 1/2. These accounts are the ones set up to receive your salary deferral contributions and other Employer contributions which are used to satisfy special rules for 401(k) plans. Ask the Administrator if you need more details.

What are In-Plan Roth Rollover Transfers?

In-Plan Roth Rollover Transfers. Effective December 16, 2019, as a Participant under the Plan, you may make an In-Plan Roth Rollover Transfer. An In-Plan Roth Rollover Transfer allows you to elect to change the tax treatment of all or some of the vested portion of your pre-tax accounts, as explained below.

Additional Information: See the Question entitled "What are In-Plan Roth conversions" for more information on this feature.

ARTICLE III

EMPLOYER CONTRIBUTIONS

In addition to any deferrals you elect to make, your Employer may make additional contributions to the Plan. This Article describes Employer contributions that may be made to the Plan and how your share of the contribution is determined.

What is the Employer matching contribution and how is it allocated?

Rigid Discretionary Matching contribution. Your Employer may make a discretionary matching contribution equal to a percentage of your salary deferrals. Your Employer will select the allocation method for this Contribution in the Adoption Agreement. A Rigid Discretionary Match is not subject to a separate notice requirement.

Limit on matching contribution. In applying the matching contribution, your salary deferrals for each payroll period that exceed 6% of your compensation for such period will not be considered (i.e., will not be matched).

Limit on matching contribution. Regardless of the preceding, your matching contribution in any Plan Year will not exceed 6% of your compensation.

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Allocation conditions. You will always share in the matching contribution regardless of the amount of service you complete during the Plan Year.

What are forfeitures and how are they allocated?

Definition of forfeitures. In order to reward employees who remain employed with the Employer for a long period of time, the law permits a "vesting schedule" to be applied to certain contributions that your Employer makes to the Plan. This means that you will not be "vested" in (entitled to) all of the contributions until you have been employed with the Employer for a specified period of time (see the Article entitled "Vesting"). If a Participant terminates employment before being fully vested, then the non-vested portion of the Terminated Participant's account balance remains in the Plan and is called a forfeiture.

Allocation of forfeitures. The Employer may use forfeitures to pay Plan expenses. In some cases, remaining forfeitures will be used to reduce Employer contributions.

ARTICLE IV

COMPENSATION AND ACCOUNT BALANCE

What compensation is used to determine my Plan benefits?

Definition of compensation. For the purposes of the Plan, compensation has a special meaning. Compensation is generally defined as your total compensation that is subject to income tax and paid to you by your Employer during the Plan Year. In addition, salary reductions to this Plan and to any other plan or arrangement (such as a cafeteria plan) will be included in Compensation. If you are a self-employed individual, your compensation will be equal to your earned income. The following describes the adjustments to compensation that may apply under the Plan.

All Contributions

Adjustments to compensation. The following adjustments to compensation will be made:

●compensation paid by an Affiliated Employer that has not adopted this Plan will be excluded.

●meal allowances, plane allowances, personal use of automobile, sick pay

●compensation paid after you terminate employment is generally excluded for Plan purposes. However, the following amounts will be included in compensation even though they are paid after you terminate employment, provided these amounts would otherwise have been considered compensation as described above and provided they are paid within 2 1/2 months after you terminate employment, or if later, the last day of the Plan Year in which you terminate employment:

●compensation for services performed during your regular working hours, or for services outside your regular working hours (such as overtime or shift differential) or other similar payments that would have been made to you had you continued employment

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●compensation paid for unused accrued bona fide sick, vacation or other leave, if such amounts would have been included in compensation if paid prior to your termination of employment and you would have been able to use the leave if employment had continued

●nonqualified unfunded deferred compensation if the payment is includible in gross income and would have been paid to you had you continued employment

Salary Deferrals

Adjustments to compensation. In addition to adjustments to compensation under "All Contributions" above, the following adjustments to compensation will be made for purposes of salary deferrals:

See "Other Adjustments to Compensation" at the end of this Section for special provisions that may apply to compensation adjustments.

Employer Matching Contributions

Adjustments to compensation. In addition to adjustments to compensation under "All Contributions" above, the following adjustments to compensation will be made for purposes of matching contributions:

See "Other Adjustments to Compensation" at the end of this Section for special provisions that may apply to compensation adjustments.

Other Adjustments to Compensation.

●For elective deferral and matching purposes Compensation excludes short term disability benefits not paid through the Employer's payroll system, expense reimbursements and any form of non-cash compensation.

Is there a limit on the amount of compensation which can be considered?

The Plan, by law, cannot recognize annual compensation in excess of a certain dollar limit. The limit for the Plan Year beginning in 2022 is $305,000. After 2022, the dollar limit may increase for cost-of-living adjustments.

Is there a limit on how much can be contributed to my account each year?

Generally, the law imposes a maximum limit on the amount of contributions that may be made to your account and any other amounts allocated to any of your accounts during the Plan Year, excluding earnings. Beginning in 2022, this total cannot exceed the lesser of $58,000 or 100% of your annual compensation. After 2022, the dollar limit may increase for cost-of-living adjustments.

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How is the money in the Plan invested?

The Trustee of the Plan has been designated to hold the assets of the Plan for the benefit of Plan Participants and their beneficiaries in accordance with the terms of this Plan. The Trust Fund established by the Plan's Trustee will be the funding medium used for the accumulation of assets from which Plan benefits will be distributed.

Participant directed investments. You will be able to direct the investment of your entire interest in the Plan. The Administrator will provide you with information on the investment choices available to you, the procedures for making investment elections, the frequency with which you can change your investment choices and other important information. You need to follow the procedures for making investment elections and you should carefully review the information provided to you before you give investment directions. If you do not direct the investment of your applicable Plan accounts, then your accounts will be invested in accordance with the default investment alternatives established under the Plan. These default investments will be made in accordance with specific rules under which the fiduciaries of the Plan, including the Employer, the Trustee and the Administrator, will be relieved of any legal liability for any losses resulting from the default investments. The Administrator has or will provide you with a separate notice which details these default investments and your right to switch out of the default investment if you so desire.

The Plan is intended to comply with Section 404(c) of ERISA (the Employee Retirement Income Security Act). If the Plan complies with Section 404(c), then the fiduciaries of the Plan, including your Employer, the Trustee(s) and the Administrator, will be relieved of any legal liability for any losses which are the direct and necessary result of the investment directions that you give.

Earnings or losses. When you direct investments, your accounts are segregated for purposes of determining the earnings or losses on these investments. Your account does not share in the investment performance of other Participants who have directed their own investments. You should remember that the amount of your benefits under the Plan will depend in part upon your choice of investments. Gains as well as losses can occur and your Employer, the Administrator, and the Trustee will not provide investment advice or guarantee the performance of any investment you choose.

Periodically, you will receive a benefit statement that provides information on your account balance and your investment returns. It is your responsibility to notify the Administrator of any errors you see on any statements within 30 days after the statement is provided or made available to you.

Will Plan expenses be deducted from my account balance?

Expenses allocated to all accounts. The Plan permits the payment of Plan expenses to be made from the Plan's assets. If expenses are paid using the Plan's assets, then the expenses will generally be allocated among the accounts of all Participants in the Plan. These expenses will be allocated either proportionately based on the value of the account balances or as an equal dollar amount based on the number of Participants in the Plan. The method of allocating the expenses depends on the nature of the expense itself. For example, certain administrative (or recordkeeping) expenses would typically be allocated proportionately to each Participant. If the Plan pays $1,000 in expenses and there are 100 Participants, your account balance would be charged $10 ($1,000/100) of the expense.

Terminated employee. After you terminate employment, your Employer reserves the right to charge your account for your pro rata share of the Plan's administration expenses, regardless of whether your Employer pays some of these expenses on behalf of current employees.

Expenses allocated to individual accounts. There are certain other expenses that may be paid just from your account. These are expenses that are specifically incurred by, or attributable to, you. For example, if you are married and get divorced, the Plan may incur additional expenses if a court mandates that a portion of your account be paid to your ex-spouse. These additional expenses may be paid directly from your account (and not the accounts of other Participants) because they are directly attributable to you under the Plan. The Administrator will inform you when there will be a charge (or charges) directly to your account.

Your Employer may, from time to time, change the manner in which expenses are allocated.

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ARTICLE V

VESTING

What is my vested interest in my account?

In order to reward employees who remain employed with the Employer for a long period of time, the law permits a "vesting schedule" to be applied to certain contributions that your Employer makes to the Plan. This means that you will not be entitled ("vested") in all of the contributions until you have been employed with the Employer for a specified period of time.

100% vested contributions. You are always 100% vested (which means that you are entitled to all of the amounts) in your accounts attributable to the following contributions:

●salary deferrals including Roth 401(k) deferrals and "catch-up contributions"

●"rollover" contributions

Vesting schedules. Your "vested percentage" for certain Employer contributions is based on vesting Years of Service. This means at the time you stop working, your account balance attributable to contributions subject to a vesting schedule is multiplied by your vested percentage. The result, when added to the amounts that are always 100% vested as shown above, is your vested interest in the Plan, which is what you will actually receive from the Plan.

Employer Profit Sharing Contributions

Your "vested percentage" in your account attributable to profit sharing contributions is determined under the following schedule. You will always, however, be 100% vested in your profit sharing contributions if you are employed on or after your Early or Normal Retirement Age or if you die or become disabled.

Vesting Schedule

Profit Sharing Contributions

Years of ServicePercentage

Less than 30%

3100%

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Employer Matching Contributions

Your "vested percentage" in your account attributable to matching contributions is determined under the following schedule. You will always, however, be 100% vested in your matching contributions if you are employed on or after your Early or Normal Retirement Age or if you die or become disabled.

Vesting Schedule

Matching Contributions

Years of ServicePercentage

Less than 30%

3100%

Special Vesting Provisions

●The vesting schedule for Legacy Matching contributions made prior to December 16, 2019 is 1 Yr - 0%; 2 Yrs - 20%; 3 Yrs - 40%; 4 Yrs - 60%; 5 Yrs - 80%; 6 Yrs - 100%

How is my service determined for vesting purposes?

Year of Service. To earn a Year of Service, you must be credited with at least 1,000 Hours of Service during a Plan Year. The Plan contains specific rules for crediting Hours of Service for vesting purposes. The Administrator will track your service and will credit you with a Year of Service for each Plan Year in which you are credited with the required Hours of Service, in accordance with the terms of the Plan. If you have any questions regarding your vesting service, you should contact the Administrator.

Hour of Service-employees for whom hourly records are kept. You will be credited with your actual Hours of Service for:

(a)each hour for which you are directly or indirectly compensated by the Employer for the performance of duties during the Plan Year;

(b)each hour for which you are directly or indirectly compensated by the Employer for reasons other than the performance of duties (such as vacation, holidays, sickness, disability, lay-off, military duty, jury duty or leave of absence during the Plan Year); and

(c)each hour for back pay awarded or agreed to by the Employer.

You will not be credited for the same Hours of Service both under (a) or (b), as the case may be, and under (c).

Hour of Service-employees for whom hourly records are not kept. The Plan does not credit you with your actual Hours of Service. Instead the Plan uses an "equivalency" method. Under this method you will be credited with credit basis upon which manner Records are Maintained. By Shift - Actual Hours; By Day - 10 Hours; By Week; 45 Hours; By Semi-Monthly Payroll - 95 Hours; By Months of Employment - 190 Hours during the year in which you would otherwise be credited with at least one Hour of Service.

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What service is counted for vesting purposes?

Service with the Employer. In calculating your vested percentage, all service you perform for the Employer will generally be counted. However, there are some exceptions to this general rule.

Break in Service rules. If you terminate employment and are rehired, you may lose credit for prior service under the Plan's Break in Service rules.

For vesting purposes, you will have a 1-Year Break in Service if you complete less than 501 Hours of Service during the computation period used to determine whether you have a Year of Service. However, if you are absent from work for certain leaves of absence such as a maternity or paternity leave, you may be credited with enough Hours of Service to prevent a Break in Service.

Five-year Break in Service rule. The five-year Break in Service rule applies only to employees who had no vested interest in the Plan when employment had terminated. If you were not vested in any amounts when you terminated employment and you have five 1-Year Breaks in Service (as defined above), all the service you earned before the 5-year period no longer counts for vesting purposes. Thus, if you return to employment after incurring five 1-Year Breaks in Service, you will be treated as a new employee (with no service) for purposes of determining your vested percentage under the Plan.

Service with another Employer. For vesting purposes, your Years of Service with Binghamton Giant Markets, Vestal NY Medicine Shoppe, Genuardi's Safeway and Thomas Food Markets will be counted.

However, with respect to the recognition of prior service with another Employer, the following applies: The employee must be employed by the predecessor employer as of the day immediately prior to the acquisition.

Military service. If you are a veteran and are reemployed under the Uniformed Services Employment and Reemployment Rights Act of 1994, your qualified military service may be considered service with the Employer. If you may be affected by this law, ask the Administrator for further details.

What happens to my non-vested account balance if I'm rehired?

If you have no vested interest in the Plan when you leave, your account balance will be forfeited. However, if you are rehired before incurring five 1-Year Breaks in Service, your account balance as of your termination date will be restored, unadjusted for any gains or losses.

If you are partially vested in your account balance when you leave, the non-vested portion of your account balance will be forfeited on the earlier of the date:

(a)of the distribution of your vested account balance, or

(b)when you incur five consecutive 1-Year Breaks in Service.

If you received a distribution of your vested account balance and are rehired, you may have the right to repay this distribution. If you repay the entire amount of the distribution, your Employer will restore your account balance with your forfeited amount. You must repay this distribution within five years from your date of reemployment, or, if earlier, before you incur five 1-Year Breaks in Service. If you were 100% vested when you left, you do not have the opportunity to repay your distribution.

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What happens if the Plan becomes a "top-heavy plan"?

Top-heavy plan. A retirement plan that primarily benefits "key employees" is called a "top-heavy plan." "Key employees" are certain owners or officers of your Employer. A plan is generally a "top-heavy plan" when more than 60% of the plan assets are attributable to "key employees." Each year, the Administrator is responsible for determining whether the Plan is a "top-heavy plan."

Top-heavy rules. If the Plan becomes top-heavy in any Plan Year, then non-key employees may be entitled to certain "top-heavy minimum benefits," and other special rules will apply. These top-heavy rules include the following:

●Your Employer may be required to make a contribution on your behalf in order to provide you with at least "top-heavy minimum benefits."

●If you are a Participant in more than one Plan, you may not be entitled to "top-heavy minimum benefits" under both Plans.

ARTICLE VI

DISTRIBUTIONS PRIOR TO TERMINATION AND HARDSHIP DISTRIBUTIONS

Can I withdraw money from my account while working?

In-service distributions. You may be entitled to receive an in-service distribution. However, this distribution is not in addition to your other benefits and will therefore reduce the value of the benefits you will receive at retirement. This distribution is made at your election and will be made in accordance with the forms of distributions available under the Plan.

Conditions and limitations. Generally you may receive a distribution from the Plan from certain accounts prior to your termination of employment provided you satisfy the condition described below:

● you have attained age 59 1/2

The following limitations apply to in-service distributions from certain accounts:

●In-service distributions can only be made from accounts which are 100% vested.

The law restricts any in-service distributions from certain accounts which are maintained for you under the Plan before you reach age 59 1/2. These accounts are the ones set up to receive your salary deferral contributions and other Employer contributions which are used to satisfy special rules for 401(k) plans. Ask the Administrator if you need more details.

Can I withdraw money from my account in the event of financial hardship?

Hardship distributions. You may withdraw money for financial hardship if you satisfy certain conditions. This hardship distribution is not in addition to your other benefits and will therefore reduce the value of the benefits you will receive at retirement.

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Qualifying expenses. A hardship distribution may be made to satisfy certain immediate and heavy financial needs that you have. A hardship distribution may only be made for payment of the following:

●expenses for medical care (described in Section 213(d) of the Internal Revenue Code) previously incurred by you, your spouse, your dependents or your beneficiaries or necessary for you, your spouse, your dependents or your beneficiaries to obtain medical care.

●costs directly related to the purchase of your principal residence (excluding mortgage payments).

●tuition, related educational fees, and room and board expenses for the next twelve (12) months of post-secondary education for yourself, your spouse, your dependents or your beneficiaries.

●amounts necessary to prevent your eviction from your principal residence or foreclosure on the mortgage of your principal residence.

●payments for burial or funeral expenses for your deceased parent, spouse, children, other dependents or beneficiaries.

●expenses for the repair of damage to your principal residence that would qualify for the casualty deduction under the Internal Revenue Code without regard to the limit on casualty losses that are deductible for income tax purposes under IRC 165(h).

●expenses for disasters arising from federally declared disasters, such as your expenses and losses (including loss of income) attributable to that disaster, provided your principal residence or place of employment was in an area FEMA designates as qualifying for individual assistance.

A beneficiary is someone you designate under the Plan to receive your death benefit who is not otherwise your spouse or dependent.

Conditions. If you have any of the above expenses, a hardship distribution can only be made if you certify and agree that all of the following conditions are satisfied:

(a)The distribution is not in excess of the amount of your immediate and heavy financial need. The amount of your immediate and heavy financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution.

(b)You have obtained all distributions, other than hardship distributions, currently available under all retirement plans that the Employer maintains.

(c)You certify (via a form for that purpose) that you have insufficient cash or other liquid assets reasonably available to satisfy the need.

Account restrictions. You may request a hardship distribution only from the vested portion of the following accounts:

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●pre-tax deferral accounts plus earnings

●Roth 401(k) deferral accounts plus earnings

In addition, there are restrictions placed on hardship distributions which are made from certain accounts. The Employer contributions which are used to satisfy special rules that apply to 401(k) plans, may not be distributed to you on account of a hardship. Ask the Administrator if you need further details.

ARTICLE VII

BENEFITS AND DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT

When can I get money out of the Plan?

You may receive a distribution of the vested portion of some or all of your accounts in the Plan for the following reasons:

●termination of employment for reasons other than death, disability or retirement

●early retirement

●normal retirement

●disability

●death

This Plan is designed to provide you with retirement benefits. However, distributions are permitted if you die or become disabled. In addition, certain payments are permitted when you terminate employment for any other reason. The rules under which you can receive a distribution are described in this Article. The rules regarding the payment of death benefits to your beneficiary are described in "Benefits and Distributions Upon Death."

You may also receive distributions while you are still employed with the Employer. (See the Article entitled "Distributions Prior to Termination and Hardship Distributions" for a further explanation.)

Military service. If you are a veteran and are reemployed under the Uniformed Services Employment and Reemployment Rights Act of 1994, your qualified military service may be considered service with the Employer. There may also be benefits for employees who die or become disabled while on active duty. Employees who receive wage continuation payments while in the military may benefit from various changes in the law. If you think you may be affected by these rules, ask the Administrator for further details.

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What happens if I terminate employment before death, disability or retirement?

If your employment terminates for reasons other than death, disability or early or normal retirement, you will be entitled to receive only the "vested percentage" of your account balance.

If your vested account balance exceeds $5,000, you may elect to have your vested account balance distributed to you as soon as administratively feasible following your termination of employment.

If your vested account balance does not exceed $5,000, a distribution of your vested account balance will be made to you, regardless of whether you consent to receive it, as soon as administratively feasible following your termination of employment. (See the question entitled "How will my benefits be paid to me?" for an explanation of how these amounts will be paid.)

Treatment of "rollover" contributions for consent to distribution. In determining if the value of your vested account balance exceeds the $5,000 threshold described above used to determine whether you must consent to a distribution, your "rollover account" will be considered as part of your benefit.

Treatment of "rollover" contributions for timing of payments. In determining whether the $5,000 threshold described above for timing of payments has been exceeded, amounts in your "rollover account" will be considered as part of your benefit.

What happens if I terminate employment at Normal Retirement Date?

Normal Retirement Date. You will attain your Normal Retirement Age when you reach age 65. Your Normal Retirement Date is the date on which you attain your Normal Retirement Age.

Payment of benefits. You will become 100% vested in all of your accounts under the Plan once you attain your Normal Retirement Age. However, the actual payment of benefits generally will not begin until you have terminated employment and reached your Normal Retirement Date. In such event, a distribution will be made, at your election, as soon as administratively feasible. If you remain employed past your Normal Retirement Date, you may generally defer the receipt of benefits until you actually terminate employment. In such event, benefit payments will begin as soon as feasible at your request, but generally not later than age 70 1/2. (See the question entitled "How will my benefits be paid to me?" for an explanation of how these benefits will be paid.)

What happens if I terminate employment at Early Retirement Date?

Early Retirement Date. Your Early Retirement Date is the date you have attained age 60 and completed seven (7) Years of Service with your Employer (early retirement age). Your Years of Service will be determined using Years of Service for vesting. You may elect to retire when you reach your Early Retirement Date.

Payment of benefits. If you are employed on the date you attain your early retirement age, you will become 100% vested in all of your accounts under the Plan. However, the payment of benefits generally will not begin until you actually retire after reaching your Early Retirement Date. In such event, a distribution will be made, at your election, as soon as administratively feasible. However, if you retire after reaching your Early Retirement Date but prior to your Normal Retirement Date and the value of your account balance does not exceed $5,000, then a distribution of your account balance will be made to you, regardless of whether you consent to receive it. (See the question entitled "How will my benefits be paid to me?" for an explanation of how these benefits will be paid.)

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What happens if I terminate employment due to disability?

Definition of disability. Under the Plan, disability is defined as the participant has been determined by the Social Security Administration to be eligible for either full or partial Social Security disability benefits.

Payment of benefits. If you become disabled while an employee, you will become 100% vested in all of your accounts under the Plan. Payment of your disability benefits will be made to you as if you had retired. However, if the value of your account balance does not exceed $5,000, then a distribution of your account balance will be made to you, regardless of whether you consent to receive it. (See the question entitled "How will my benefits be paid to me?" for an explanation of how these benefits will be paid.)

How will my benefits be paid to me?

Lump-sum distributions. All distributions from the Plan will be made in a single lump-sum payment. If your vested account balance exceeds $5,000, you must consent to the distribution before it may be made.

Delaying distributions. You may delay the distribution of your vested account balance unless a distribution is required to be made, as explained earlier, because your vested account balance does not exceed $5,000. However, if you elect to delay the distribution of your vested account balance, there are rules that require that certain minimum distributions be made from the Plan. If you are a 5% owner, distributions are required to begin not later than the April 1st following the end of the year in which you reach age 70 1/2. If you are not a 5% owner, distributions are required to begin not later than the April 1st following the later of the end of the year in which you reach age 70 1/2 or retire. You should contact the Administrator if you think you may be affected by these rules.

Medium of payment. Benefits under the Plan will generally be paid to you in cash only.

ARTICLE VIII

BENEFITS AND DISTRIBUTIONS UPON DEATH

What happens if I die while working for the Employer?

If you die while still employed by the Employer, then your vested account balance will be used to provide your beneficiary with a death benefit.

Who is the beneficiary of my death benefit?

Married Participant. If you are married at the time of your death, your spouse will be the beneficiary of the entire death benefit unless an election is made to change the beneficiary. IF YOU WISH TO DESIGNATE A BENEFICIARY OTHER THAN YOUR SPOUSE, YOUR SPOUSE (IF YOU ARE MARRIED) MUST IRREVOCABLY CONSENT TO WAIVE ANY RIGHT TO THE DEATH BENEFIT. YOUR SPOUSE'S CONSENT MUST BE IN WRITING, BE WITNESSED BY A NOTARY OR A PLAN REPRESENTATIVE AND ACKNOWLEDGE THE SPECIFIC NONSPOUSE BENEFICIARY.

If you are married and you change your designation, then your spouse must again consent to the change. In addition, you may elect a beneficiary other than your spouse without your spouse's consent if your spouse cannot be located.

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Unmarried Participant. If you are not married, you may designate a beneficiary on a form to be supplied to you by the Administrator.

Divorce. If you have designated your spouse as your beneficiary for all or a part of your death benefit, then upon your divorce, the designation is no longer valid. This means that if you do not select a new beneficiary after your divorce, then you are treated as not having a beneficiary for that portion of the death benefit (unless you have remarried).

No beneficiary designation. At the time of your death, if you have not designated a beneficiary or the individual named as your beneficiary is not alive, then the death benefit will be paid in the following order of priority to: a) the spouse, b) then to the surviving children in equal shares, c) then to the surviving parents in equal shares, d) then to the surviving brothers and sisters in equal shares, e) finally, if no survivors then f) to the Participant's estate if an estate is opened within 2-years of the participant's death; and otherwise to a charity selected in the sole discretion of the plan administrator.

How will the death benefit be paid to my beneficiary?

Lump-sum distributions. The death benefit will be paid to your beneficiary in a single lump-sum payment.

When must the last payment be made to my beneficiary?

The law generally restricts the ability of a retirement plan to be used as a method of retaining money for purposes of your death estate. Thus, there are rules that are designed to ensure that death benefits are distributable to beneficiaries within certain time periods.

Your death benefit must generally be paid to your beneficiary by the end of the fifth year following the year of your death. However, if your spouse is your designated beneficiary, then your spouse can elect to delay the payment until the year in which you would have attained age 70 1/2.

Since your spouse has certain rights to the death benefit, you should immediately report any change in your marital status to the Administrator.

What happens if I'm a Participant, terminate employment and die before receiving all my benefits?

If you terminate employment with the Employer and subsequently die, your beneficiary will be entitled to your remaining interest in the Plan at the time of your death. The provision in the Plan providing for full vesting of your benefit upon death does not apply if you die after terminating employment.

ARTICLE IX

TAX TREATMENT OF DISTRIBUTIONS

What are my tax consequences when I receive a distribution from the Plan?

Generally, you must include any Plan distribution in your taxable income in the year in which you receive the distribution. The tax treatment may also depend on your age when you receive the distribution. Certain distributions made to you when you are under age 59 1/2 could be subject to an additional 10% tax.

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You will not be taxed on distributions of your Roth 401(k) deferrals. In addition, a distribution of the earnings on the Roth 401(k) deferrals will not be subject to tax if the distribution is a "qualified Roth distribution." A "qualified distribution" is one that is made after you have attained age 59 1/2 or is made on account of your death or disability and the distribution cannot be made prior to the expiration of a 5-year participation period. The 5-year participation period is the 5-year period beginning on the calendar year in which you first make a Roth 401(k) deferral to our Plan (or to another 401(k) plan or 403(b) plan if such amount was rolled over into our Plan) and ending on the last day of the calendar year that is 5 years later.

Can I elect a rollover to reduce or defer tax on my distribution?

Rollover or direct transfer. You may reduce, or defer entirely, the tax due on your distribution through use of one of the following methods:

60-day rollover. The rollover of all or a portion of the distribution to an individual retirement account or annuity (IRA) or another employer retirement plan willing to accept the rollover. This will result in no tax being due until you begin withdrawing funds from the IRA or other qualified employer plan. The rollover of the distribution, however, MUST be made within strict time frames (normally, within 60 days after you receive your distribution). Under certain circumstances, all or a portion of a distribution (such as a hardship distribution) may not qualify for this rollover treatment. In addition, most distributions will be subject to mandatory federal income tax withholding at a rate of 20%. This will reduce the amount you actually receive. For this reason, if you wish to roll over all or a portion of your distribution amount, then the direct transfer option described below would be the better choice.

Direct rollover. For most distributions, you may request that a direct transfer (sometimes referred to as a "direct rollover") of all or a portion of a distribution be made to either an individual retirement account or annuity (IRA) or another employer retirement plan willing to accept the transfer (See the question entitled "What are the In-Plan Roth Rollover Contributions?" for special rules on In-Plan Roth Rollovers). A direct transfer will result in no tax being due until you withdraw funds from the IRA or other employer plan. Like the rollover, under certain circumstances all or a portion of the amount to be distributed may not qualify for this direct transfer. If you elect to actually receive the distribution rather than request a direct transfer, then in most cases 20% of the distribution amount will be withheld for federal income tax purposes.

Automatic IRA rollover. If a mandatory distribution is being made to you because your vested interest in the Plan exceeds $1,000 but does not exceed $5,000, then the Plan will rollover your distribution to an IRA if you do not make an affirmative election to either receive or roll over the distribution. The IRA provider selected by the Plan will invest the rollover funds in a type of investment designed to preserve principal and provide a reasonable rate of return and liquidity (e.g., an interest-bearing account, a certificate of deposit or a money market fund). The IRA provider will charge your account for any expenses associated with the establishment and maintenance of the IRA and with the IRA investments. You may transfer the IRA funds to any other IRA you choose. You will be provided with details regarding the IRA at the time you are entitled to a distribution. However, you may contact the Administrator at the address and telephone number indicated in this SPD for further information regarding the Plan's automatic rollover provisions, the IRA provider, and the fees and expenses associated with the IRA.

Tax Notice. WHENEVER YOU RECEIVE A DISTRIBUTION THAT IS AN ELIGIBLE ROLLOVER DISTRIBUTION, THE ADMINISTRATOR WILL DELIVER TO YOU A MORE DETAILED EXPLANATION OF THESE OPTIONS. HOWEVER, THE RULES WHICH DETERMINE WHETHER YOU QUALIFY FOR FAVORABLE TAX TREATMENT ARE VERY COMPLEX. YOU SHOULD CONSULT WITH QUALIFIED TAX COUNSEL BEFORE MAKING A CHOICE.

ARTICLE X

LOANS

Is it possible to borrow money from the Plan?

Yes, you may request a Participant loan from all your accounts using an application form provided by the Administrator. Your ability to obtain a Participant loan depends on several factors. The Administrator will determine whether you satisfy these factors.

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What are the loan rules and requirements?

There are various rules and requirements that apply to any loan, which are outlined in this question. In addition, your Employer has established a written loan program which explains these requirements in more detail. You can request a copy of the loan program from the Administrator. Generally, the rules for loans include the following:

●Loans are available to Participants on a reasonably equivalent basis. Each loan requires an application which specifies the amount of the loan desired, the requested duration for the loan and the source of security for the loan. All loan applications will be considered by the Administrator within a reasonable time after the Participant applies for the loan. The Administrator may request that you provide additional information to make a determination.

●All loans must be adequately secured. You must sign a promissory note along with a loan pledge. Generally, you must use your vested interest in the Plan as security for the loan, provided the outstanding balance of all your loans does not exceed 50% of your vested interest in the Plan. In certain cases, the Administrator may require you to provide additional collateral to receive a loan.

●You will be charged an interest rate equal to 1% above the prime rate. The interest rate will be fixed for the duration of the loan.

●Loan refinancing is not permitted.

●If approved, your loan will provide for level amortization with payments to be made not less frequently than quarterly. Generally, the term of your loan may not exceed five (5) years. However, if the loan is for the purchase of your principal residence, the Administrator may permit a longer repayment term. Generally, the Administrator will require that you repay your loan by agreeing to either payroll deduction or payment by ACH (automated clearing house system for electronic funds transfer). If you have an unpaid leave of absence or go on military leave while you have an outstanding loan, please contact the Administrator to find out your repayment options.

●All loans will be considered a directed investment of your account under the Plan. All payments of principal and interest by you on a loan will be credited to your account.

●The amount the Plan may loan to you is limited by rules under the Internal Revenue Code. Any new loans, when added to the outstanding balance of all other loans from the Plan, will be limited to the lesser of:

(a)$50,000 reduced by the excess, if any, of your highest outstanding balance of loans from the Plan during the one-year period ending on the day before the date of the new loan over your current outstanding balance of loans as of the date of the new loan; or

(b)1/2 of your vested interest in the Plan.

●No loan in an amount less than $1,000 will be made.

●The maximum number of Plan loans that you may have outstanding at any one time is one (1).

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●If you fail to make payments when they are due under the terms of the loan, you will be considered to be "in default." The Administrator will consider your loan to be in default if any scheduled loan repayment is not made by the end of the calendar quarter following the calendar quarter in which the missed payment was due. However, in the event the maturity date has been reached the Administrator will consider your loan to be in default if the final payment has not been made by the last business day of the month following the month the maturity date was reached. The Plan would then have authority to take all reasonable actions to collect the balance owed on the loan. This could include filing a lawsuit or foreclosing on the security for the loan. Under certain circumstances, a loan that is in default may be considered a distribution from the Plan and could be considered taxable income to you. In any event, your failure to repay a loan will reduce the benefit you would otherwise be entitled to from the Plan.

The Administrator may periodically revise the Plan's loan program. If you have any questions on Participant loans or the current loan program, please contact the Administrator.

ARTICLE XI

PROTECTED BENEFITS AND CLAIMS PROCEDURES

Are my benefits protected?

As a general rule, your interest in your account, including your "vested interest," may not be alienated. This means that your interest may not be sold, used as collateral for a loan (other than for a Plan loan), given away or otherwise transferred. In addition, your creditors (other than the IRS) may not attach, garnish or otherwise interfere with your benefits under the Plan.

Are there any exceptions to the general rule?

There are three exceptions to this general rule. The Administrator must honor a "qualified domestic relations order." A "qualified domestic relations order" is defined as a decree or order issued by a court that obligates you to pay child support or alimony, or otherwise allocates a portion of your assets in the Plan to your spouse, former spouse, children or other dependents. If a "qualified domestic relations order" is received by the Administrator, all or a portion of your benefits may be used to satisfy that obligation. The Administrator will determine the validity of any domestic relations order received. You and your beneficiaries can obtain from the Administrator, without charge, a copy of the procedure used by the Administrator to determine whether a "qualified domestic relations order" is valid.

The second exception applies if you are involved with the Plan's operation. If you are found liable for any action that adversely affects the Plan, the Administrator can offset your benefits by the amount that you are ordered or required by a court to pay the Plan. All or a portion of your benefits may be used to satisfy any such obligation to the Plan.

The last exception applies to federal tax levies and judgments. The federal government is able to use your interest in the Plan to enforce a federal tax levy and to collect a judgment resulting from an unpaid tax assessment.

Can the Plan be amended?

Your Employer has the right to amend the Plan at any time. In no event, however, will any amendment authorize or permit any part of the Plan assets to be used for purposes other than the exclusive benefit of Participants or their beneficiaries. Additionally, no amendment will cause any reduction in the amount credited to your account.

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What happens if the Plan is discontinued or terminated?

Although your Employer intends to maintain the Plan indefinitely, your Employer reserves the right to terminate the Plan at any time. Upon termination, no further contributions will be made to the Plan and all amounts credited to your accounts will become 100% vested. Your Employer will direct the distribution of your accounts in a manner permitted by the Plan as soon as practicable. (See the question entitled "How will my benefits be paid to me?" for a further explanation.) You will be notified if the Plan is terminated.

How do I submit a claim for Plan benefits?

You may file a claim for benefits by submitting a written request for benefits to the Plan Administrator. You should contact the Plan Administrator to see if there is an applicable distribution form that must be used. If no specific form is required or available, then your written request for a distribution will be considered a claim for benefits. In the case of a claim for disability benefits, if disability is determined by the Plan Administrator (rather than by a third party such as the Social Security Administration), then you must also include with your claim sufficient evidence to enable the Plan Administrator to make a determination on whether you are disabled.

Decisions on the claim will be made within a reasonable period of time appropriate to the circumstances. "Days" means calendar days. If the Plan Administrator determines the claim is valid, then you will receive a statement describing the amount of benefit, the method or methods of payment, the timing of distributions and other information relevant to the payment of the benefit.

For purposes of the claims procedures described below, "you" refers to you, your authorized representative, or anyone else entitled to benefits under the Plan (such as a beneficiary). A document, record, or other information will be considered relevant to a claim if it:

● was relied upon in making the benefit determination;

● was submitted, considered, or generated in the course of making the benefit determination, without regard to whether it was relied upon in making the benefit determination;

● demonstrated compliance with the administrative processes and safeguards designed to ensure and to verify that benefit determinations are made in accordance with Plan documents and Plan provisions have been applied consistently with respect to all claimants; or

● constituted a statement of policy or guidance with respect to the Plan concerning the denied treatment option or benefit.

The Plan may offer additional voluntary appeal and/or mandatory arbitration procedures other than those described below. If applicable, the Plan will not assert that you failed to exhaust administrative remedies for failure to use the voluntary procedures, any statute of limitations or other defense based on timeliness is tolled during the time a voluntary appeal is pending; and the voluntary process is available only after exhaustion of the appeals process described in this section. If mandatory arbitration is offered by the Plan, the arbitration must be conducted instead of the appeal process described in this section, and you are not precluded from challenging the decision under ERISA §501(a) or other applicable law.

What if my benefits are denied?

Your request for Plan benefits will be considered a claim for Plan benefits, and it will be subject to a full and fair review. If your claim is wholly or partially denied, the Administrator will provide you with a written or electronic notification of the Plan's adverse determination. This written or electronic notification must be provided to you within a reasonable period of time, but not later than 90 days (except as provided below for disability claims) after the receipt of your claim by the Administrator, unless the Administrator determines that special circumstances require an extension of time for processing your claim. If the Administrator determines that an extension of time for processing is required, written notice of the extension will be furnished to you prior to the termination of the initial 90-day period. In no

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event will such extension exceed a period of 90 days from the end of such initial period. The extension notice will indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the benefit determination.

In the case of a claim for disability benefits, if disability is determined by the Plan Administrator (rather than a third party such as the Social Security Administration), then instead of the above, the initial claim must be resolved within 45 days of receipt by the Plan. A Plan may, however, extend this decision-making period for an additional 30 days for reasons beyond the control of the Plan. The Plan will notify you of the extension prior to the end of the 45-day period. If, after extending the time period for a first period of 30 days, the Plan Administrator determines that it will still be unable, for reasons beyond the control of the Plan, to make a decision within the extension period, the Plan may extend decision making for a second 30-day period. Appropriate notice will be provided to you before the end of the first 45 days and again before the end of each succeeding 30-day period. This notice will explain the circumstances requiring the extension and the date the Plan Administrator expects to render a decision. It will explain the standards on which entitlement to the benefits is based, the unresolved issues that prevent a decision, the additional issues that prevent a decision, and the additional information needed to resolve the issues. You will have 45 days from the date of receipt of the Plan Administrator's notice to provide the information required.

If the Plan Administrator determines that all or part of the claim should be denied (an "adverse benefit determination"), it will provide a notice of its decision in written or electronic form explaining your appeal rights. An "adverse benefit determination" also includes a rescission, which is a retroactive cancellation or termination of entitlement to disability benefits. The notice will be provided in a culturally and linguistically appropriate manner and will state:

(a)The specific reason or reasons for the adverse determination.

(b)Reference to the specific Plan provisions on which the determination was based.

(c)A description of any additional material or information necessary for you to perfect the claim and an explanation of why such material or information is necessary.

(d)A description of the Plan's review procedures and the time limits applicable to such procedures. This will include a statement of your right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review.

(e)In the case of a claim for disability benefits if disability is determined by the Plan Administrator (rather than a third party such as the Social Security Administration), then the following additional information will be provided:

(i)A discussion of the decision, including an explanation of the basis for disagreeing with or not following:

● The views you presented to the Plan of health care professionals treating the claimant and vocational professionals who evaluated you;

● The views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with an adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; or

● A disability determination made by the Social Security Administration and presented by you to the Plan.

(ii)Either the internal rules, guidelines, protocols, or other similar criteria relied upon to make a determination, or a statement that such rules, guidelines, protocols, or other criteria do not exist.

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(iii)If the adverse benefit determination is based on a medical necessity or experimental treatment and/or investigational treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to your medical circumstances. If this is not practical, a statement will be included that such explanation will be provided to you free of charge, upon request.

(iv)A statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim.

If your claim has been denied, and you want to submit your claim for review, you must follow the Claims Review Procedure in the next question.

What is the Claims Review Procedure?

Upon the denial of your claim for benefits, you may file your claim for review, in writing, with the Administrator.

(a)YOU MUST FILE THE CLAIM FOR REVIEW NOT LATER THAN 60 DAYS (EXCEPT AS PROVIDED BELOW FOR DISABILITY CLAIMS) AFTER YOU HAVE RECEIVED WRITTEN NOTIFICATION OF THE DENIAL OF YOUR CLAIM FOR BENEFITS.

IF YOUR CLAIM IS FOR DISABILITY BENEFITS AND DISABILITY IS DETERMINED BY THE PLAN ADMINISTRATOR (RATHER THAN A THIRD PARTY SUCH AS THE SOCIAL SECURITY ADMINISTRATION), THEN INSTEAD OF THE ABOVE, YOU MUST FILE THE CLAIM FOR REVIEW NOT LATER THAN 180 DAYS FOLLOWING RECEIPT OF NOTIFICATION OF AN ADVERSE BENEFIT DETERMINATION. In the case of an adverse benefit determination regarding a rescission of coverage, YOU must request a review within 90 days of the notice.

(b)You may submit written comments, documents, records, and other information relating to your claim for benefits.

(c)You will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits.

(d)Your claim for review must be given a full and fair review. This review will take into account all comments, documents, records, and other information submitted by you relating to your claim, without regard to whether such information was submitted or considered in the initial benefit determination.

In addition to the Claims Review Procedure above, if your claim is for disability benefits and disability is determined by the Plan Administrator (rather than a third party such as the Social Security Administration), then:

(a)Your claim will be reviewed without deference to the initial adverse benefit determination and the review will be conducted by an appropriate named fiduciary of the Plan who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor the subordinate of such individual.

(b)If the initial adverse benefit determination was based on a medical judgment, including determinations with regard to whether a particular treatment, drug, or other item is experimental, investigational, or not medically necessary or appropriate, the fiduciary will consult with a health care professional who was neither involved in or subordinate to the person who made the original benefit determination. This health care professional will have appropriate training and experience in the field of medicine involved in the

26

medical judgment. Additionally, medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the initial determination will be identified.

(c)Any medical or vocational experts whose advice was obtained on behalf of the Plan in connection with your adverse benefit determination will be identified, without regard to whether the advice was relied upon in making the benefit determination.

(d)If the Plan considers, relies upon or creates any new or additional evidence during the review of the adverse benefit determination, the Plan will provide such new or additional evidence to you, free of charge, as soon as possible and sufficiently in advance of the time within which a determination on review is required to allow you time to respond.

(e)Before the Plan issues an adverse benefit determination on review that is based on a new or additional rationale, the Plan Administrator must provide you with a copy of the rationale at no cost to you. The rationale must be provided as soon as possible and sufficiently in advance of the time within which a final determination on appeal is required to allow you time to respond.

The Administrator will provide you with written or electronic notification of the Plan's benefit determination on review. The Administrator must provide you with notification of this denial within 60 days (45 days with respect to claims relating to the determination of disability benefits) after the Administrator's receipt of your written claim for review, unless the Administrator determines that special circumstances require an extension of time for processing your claim. In such a case, you will be notified, before the end of the initial review period, of the special circumstances requiring the extension and the date a decision is expected. If an extension is provided, the Plan Administrator must notify you of the determination on review no later than 120 days (or 90 days with respect to claims relating to the determination of disability benefits).

The Plan Administrator will provide written or electronic notification to you in a culturally and linguistically appropriate manner. If the initial adverse benefit determination is upheld on review, the notice will include:

(a)The specific reason or reasons for the adverse determination.

(b)Reference to the specific Plan provisions on which the benefit determination was based.

(c)A statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits.

(d)In the case of a claim for disability benefits, if disability is determined by the Plan Administrator (rather than a third party such as the Social Security Administration):

(i)Either the specific internal rules, guidelines, protocols, or other similar criteria relied upon to make the determination, or a statement that such rules, guidelines, protocols, or criteria do not exist.

(ii)If the adverse benefit determination is based on a medical necessity or experimental treatment and/or investigational treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to your medical circumstances. If this is not practical, a statement will be included that such explanation will be provided to you free of charge, upon request.

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(iii)A statement of your right to bring a civil action under section 502(a) of ERISA and, if the Plan imposes a contractual limitations period that applies to your right to bring such an action, a statement to that effect which includes the calendar date on which such limitation expires on the claim.

If the Plan offers voluntary appeal procedures, a description of those procedures and your right to obtain sufficient information about those procedures upon request to enable you to make an informed decision about whether to submit to such voluntary appeal. These procedures will include a description of your right to representation, the process for selecting the decision maker and the circumstances, if any, that may affect the impartiality of the decision maker. No fees or costs will be imposed on you as part of the voluntary appeal. A decision whether to use the voluntary appeal process will have no effect on your rights to any other Plan benefits.

(iv)A discussion of the decision, including an explanation of the basis for disagreeing with or not following:

● the views presented by the claimant to the Plan of health care professionals treating you and vocational professionals who evaluated you;

● the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with an adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; or

● a disability determination made by the Social Security Administration and presented by you to the Plan.

If you have a claim for benefits which is denied, then you may file suit in a state or federal court. However, in order to do so, you must file the suit not later than 180 days after the Administrator makes a final determination to deny your claim.

What are my rights as a Plan Participant?

As a Participant in the Plan you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan Participants are entitled to:

(a)Examine, without charge, at the Administrator's office and at other specified locations, all documents governing the Plan and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

(b)Obtain, upon written request to the Administrator, copies of documents governing the operation of the Plan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 Series) and updated Summary Plan Description. The Administrator may make a reasonable charge for the copies.

(c)Receive a summary of the Plan's annual financial report. The Administrator is required by law to furnish each Participant with a copy of this summary annual report.

In addition to creating rights for Plan Participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other Plan Participants and beneficiaries. No one, including your Employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA.

If your claim for a pension benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

28

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and pay you up to $110.00 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator.

If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan's decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, you may file suit in federal court. You and your beneficiaries can obtain, without charge, a copy of the "qualified domestic relations order" (QDRO) procedures from the Administrator.

If it should happen that the Plan's fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. The court may order you to pay these costs and fees if you lose or if, for example, it finds your claim is frivolous.

What can I do if I have questions or my rights are violated?

If you have any questions about the Plan, you should contact the Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in the telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

ARTICLE XII

GENERAL INFORMATION ABOUT THE PLAN

There is certain general information which you may need to know about the Plan. This information has been summarized for you in this Article.

Plan Name

The full name of the Plan is Weis Markets, Inc. Retirement Savings Plan.

Plan Number

Your Employer has assigned Plan Number 004 to your Plan.

Plan Effective Dates

Effective Date. This Plan was originally effective on July 1, 1994. The amended and restated provisions of the Plan become effective on January 1, 2022. However, this restatement was made to conform the Plan to new tax laws and some provisions may be retroactively effective.

29

Other Plan Information

Valuation date. Valuations of the Plan assets are generally made every business day. Certain distributions are based on the Anniversary Date of the Plan. This date is the last day of the Plan Year.

Plan Year. The Plan's records are maintained on a twelve-month period of time. This is known as the Plan Year. The Plan Year begins on January 1st and ends on December 31st.

The Plan will be governed by the laws of Pennsylvania to the extent not governed by federal law.

Benefits provided by the Plan are NOT insured by the Pension Benefit Guaranty Corporation (PBGC) under Title IV of the Employee Retirement Income Security Act of 1974 because the insurance provisions under ERISA are not applicable to this type of Plan.

Service of legal process may be made upon your Employer. Service of legal process may also be made upon the Trustee or Administrator.

Employer Information

Your Employer's name, contact information and identification number are:

Weis Markets, Inc.

1000 South Second Street, PO Box 471

Sunbury, Pennsylvania 17801-0471

24-0755415

Telephone: (570) 286-4571

Administrator Information

The Administrator is responsible for the day-to-day administration and operation of the Plan. For example, the Administrator maintains the Plan records, including your account information, provides you with the forms you need to complete for Plan participation, and directs the payment of your account at the appropriate time. The Administrator will also allow you to review the formal Plan document and certain other materials related to the Plan. If you have any questions about the Plan or your participation, you should contact the Administrator. The Administrator may designate other parties to perform some duties of the Administrator.

The Administrator has the complete power, in its sole discretion, to determine all questions arising in connection with the administration, interpretation, and application of the Plan (and any related documents and underlying policies). Any such determination by the Administrator is conclusive and binding upon all persons.

30

Your Administrator's name and contact information are:

Weis Markets, Inc.

1000 South Second Street, PO Box 471

Sunbury, Pennsylvania 17801-0471

Telephone: (570) 286-4571

Plan Trustee Information and Plan Funding Medium

All money that is contributed to the Plan is held in a Trust Fund. The Trustee is responsible for the safekeeping of the Trust Fund and must hold and invest Plan assets in a prudent manner and in the best interest of you and your beneficiaries. The Trust Fund is the funding medium used for the accumulation of assets from which benefits will be distributed. While all the Plan assets are held in a Trust Fund, the Administrator separately accounts for each Participant's interest in the Plan.

The Plan's Trustee is listed below with their contact information:

Voya Institutional Trust Company

One Orange Way

Windsor, Connecticut06095

Telephone: (800) 584-6001

31

APPENDIX

ROLLOVERS FROM OTHER PLANS

The Plan will accept Participant "rollover" contributions and/or "direct rollovers" of distributions from the types of plans specified below: (check all that apply)

Direct Rollovers. The Plan will accept a "direct rollover" of an eligible rollover distribution from:

[X] a qualified plan described in Section 401(a) of the Internal Revenue Code (including a 401(k) plan, profit sharing plan, defined benefit plan, stock bonus plan and money purchase plan), excluding after-tax voluntary contributions.

[ ] a qualified plan described in Section 401(a) of the Internal Revenue Code (including a 401(k) plan, profit sharing plan, defined benefit plan, stock bonus plan and money purchase plan), including after-tax voluntary contributions.

[X] a qualified plan described in Section 403(a) of the Internal Revenue Code (an annuity plan), excluding after-tax voluntary contributions.

[ ] a qualified plan described in Section 403(a) of the Internal Revenue Code (an annuity plan), including after-tax voluntary contributions.

[X] an annuity contract described in Section 403(b) of the Internal Revenue Code (a tax-sheltered annuity), excluding after-tax voluntary contributions.

[ ] an annuity contract described in Section 403(b) of the Internal Revenue Code (a tax-sheltered annuity), including after-tax voluntary contributions.

[X] a plan described in Section 457(b) of the Internal Revenue Code (eligible deferred compensation plan).

[X] a Roth 401(k) deferral account under a qualified plan described in Section 401(a) of the Internal Revenue Code (a 401(k) plan).

[X] a Roth 401(k) deferral account under an annuity contract described in Section 403(b) of the Internal Revenue Code (a tax-sheltered annuity).

[ ] a Participant loan from another plan.

Participant Rollover Contributions from Other Plans. The Plan will accept a Participant "rollover" contribution of an eligible rollover distribution from:

32

[X] a qualified plan described in Section 401(a) of the Internal Revenue Code (including a 401(k) plan, profit sharing plan, defined benefit plan, stock bonus plan and money purchase plan).

[X] a qualified plan described in Section 403(a) of the Internal Revenue Code (an annuity plan).

[ ] an annuity contract described in Section 403(b) of the Internal Revenue Code (a tax-sheltered annuity).

[ ] a governmental plan described in Section 457(b) of the Internal Revenue Code (eligible deferred compensation plan).

Participant Rollover Contributions from IRAs:

[X] The Plan will accept a Participant "rollover" contribution of the portion of a distribution from a traditional IRA that is eligible to be rolled over and would otherwise be includible in gross income. Rollovers from Roth IRAs or a Coverdell Education Savings Account (formerly known as an Education IRA) are not permitted because they are not traditional IRAs. A rollover from a SIMPLE IRA is allowed if the amounts are rolled over after the Participant has been in the SIMPLE IRA for at least two years.

33

EX-10.D

AMENDMENT NO 2021-1

TO THE

WEIS MARKETS, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, Weis Markets, Inc. (the “Company”) maintains the Weis Markets, Inc. Supplemental Executive Retirement Plan (the “Plan”) for the benefit of eligible employees; and

WHEREAS, pursuant to Section 13.10 of the Plan, the Company has the authority to amend the Plan at any time; and

WHEREAS, the Company desires to amend the Plan to allow for separate deferral election as to bonus and to reflect the cessation of Employer Profit-Sharing Credits (which are being replaced with an increased opportunity for Employer Matching Credits);

NOW, THEREFORE, in accordance with the foregoing and effective January 1, 2022, the Plan is hereby amended as follows:

1. Section 4.02 of the Plan is amended in its entirety to read as follows:

“4.02 Amount of Compensation Deferral.

A Participant may elect to defer receipt of up to 50% of his or her Compensation (other than Compensation attributable to short-term and long-term incentive bonuses) for a calendar year. In addition, a Participant separately may elect to defer receipt of up to 100% of the portion of his or her Compensation attributable to short-term and long-term incentive bonuses”

2. A new Section 5.01 (c) is added to the Plan to read as follows:

“(c) Not withstanding the foregoing, there shall be no Employer Profit-Sharing Credits attributable to periods beginning on or after January 1, 2022.”

3. Except as herein amended, the Plan shall continue in full force and effect.

EX-97

WEIS MARKETS, INC. CLAWBACK POLICY

Background

In late 2022, the Securities and Exchange Commission (“SEC”) adopted a new rule (Rule 10D-1) and rule amendments (collectively, the “Rules”) that, through listing standards promulgated by the national exchanges, primarily New York Stock Exchange (“NYSE”) and Nasdaq, will require all issuers with securities listed in the United States to adopt an incentive-based compensation (IBC) recovery policy (the “Policy”). The Rules are sweeping and impact all domestic issuers, as well as foreign private issuers, including those whose only U.S.-listed securities are Level 2 and 3 ADRs. The NYSE and Nasdaq final listing rules implementing the Rules were approved by the SEC on June 9, 2023, and importantly, for NYSE and Nasdaq-listed companies, require the adoption of a compliant clawback policy by no later than December 1, 2023.

The Board of Directors (the “Board”) of Weis Markets, Inc. (the “Company”) adopted the Policy on October 26, 2023. For avoidance of doubt, affected individuals initially subject to the Policy are being requested to sign an acknowledgement of the Policy prior to December 1, 2023.

Purpose

The Company is establishing this Policy to further align the interests of executive officers of the Company with those of shareholders, to create and maintain a culture that emphasizes integrity and accountability and to enforce the Company’s pay-for-performance compensation philosophy. This policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws. This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”), and Section 303A.14 of the New York Stock Exchange Listed Company Manual (the “Listing Standards”).

Administration

This Policy shall be administered by the Board of the Company or, if so designated by the Board, a committee thereof including the Compensation Committee, in which case references herein to the Board shall be deemed references to such committee. The Board is authorized to interpret and construe this Policy and to make all determinations and rules as it deems to be necessary or advisable for its administration. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC or NYSE. Any determinations made by the Board shall be final and binding on all affected individuals.

Covered Executives

This Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section 10D of the Exchange Act, the definition of executive officer set forth in Rule 10D-1 and the Listing Standards (“Covered Executives”), and such other employees who may from time to time be deemed subject to the Policy by the Board. For this purpose, an “executive officer” includes the Company’s president, principal financial officer, principal accounting officer (or controller) and other employees identified, from time to time, by the Board as an officer within the meaning of Rule 16a-1(f) of the Exchange Act (known as a Section 16 officer).

Recoupment; Accounting Restatement

In the event that the Company is required to prepare an Accounting Restatement, as defined herein, the Board will promptly require reimbursement or forfeiture of any Excess Incentive Compensation, as defined herein, received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, and including any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years, except that a transition period comprising a period of at least nine months shall count as a full fiscal year. The Policy applies to all Incentive-Based Compensation received by a Covered Executive (i) after beginning service as an executive officer; (ii) who served as an executive officer at any time during the performance period for that Incentive-Based Compensation; and (iii) while the Company has a listed class of securities. Recovery of amounts under this Policy with respect to a Covered Executive shall not require the finding of any misconduct by such Covered Executive or that such Covered Executive is responsible for any error associated with an Accounting Restatement.

For purposes of this Policy, an “Accounting Restatement” means an accounting restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Also for purposes of this Policy, the date on which the Company is required to prepare an accounting restatement is the earlier of (i) the date the Board concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement, in each case regardless of whether or when the restated financial statements are filed.

Excess Incentive Compensation: Amount Subject to Recovery

The amount subject to recovery (the “Excess Incentive Compensation”) is the excess of the Incentive-Based Compensation paid to the Covered Executive based on the erroneous data over the Incentive-Based Compensation that would have been paid to the Covered Executive had it been based on the restated results. Excess Incentive Compensation shall be determined by the Board without regard to any taxes paid by the Covered Executive with respect to the Excess Incentive Compensation.

For Incentive-Based Compensation based on stock price or total shareholder return: (i) the Board shall determine the amount of the Excess Incentive Compensation based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received; and (ii) the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to NYSE.

“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation is received for purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.

A “Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and

any measure that is derived in whole or in part from such measure. For purposes of this Policy, Financial Reporting Measures include, but are not limited to, the following, and any measures derived from the following: revenues; earnings before interest, taxes, depreciation and amortization; net income; Company stock price; and total shareholder return. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission.

Method of Recoupment

The Board shall determine, in its sole discretion, the timing and method for promptly recouping Excess Incentive Compensation, which may include without limitation:

(a) seeking reimbursement of all or part of any cash or equity Incentive-Based Compensation previously paid,

(b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards,

(c) cancelling prior cash or equity-based awards, whether vested or unvested or paid or unpaid,

(d) cancelling or offsetting against any planned future cash or equity-based awards,

(e) forfeiture of deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code (the “Code”) and the regulations promulgated thereunder, and

(f) any other method authorized by applicable law or contract.

Subject to compliance with any applicable law, the Board may recover amounts under this Policy from any amount otherwise payable to the Covered Executive.

The Company is authorized and directed pursuant to this Policy to recoup Excess Incentive Compensation in compliance with this Policy unless the Compensation Committee of the Board has determined that recovery would be impracticable solely for the following limited reasons, and subject to the following procedural and disclosure requirements:

• The direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered; provided that prior to concluding that it would be impracticable to recover any amount of Excess Incentive Compensation based on expense of enforcement, the Board must make a reasonable attempt to recover such erroneously awarded compensation, document such reasonable attempt(s) to recover and provide that documentation to NYSE; or

• Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

No Indemnification of Covered Executives

The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Excess Incentive Compensation. The Company is prohibited from paying or reimbursing a Covered Executive for purchasing insurance to cover any such loss.

Board Indemnification

Any members of the Board or its delegates shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be fully indemnified by the Company to the fullest extent under applicable law and Company organizational documents and policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of the members of the Board or its delegates under applicable law or Company organizational documents and policy.

Effective Date

This Policy shall be effective as of the effective date of the Listing Standards (the “Effective Date”). The terms of this Policy shall apply to any Incentive-Based Compensation that is received by Covered Executives on or after the Effective Date and during the applicable clawback period described herein, even if such Incentive-Based Compensation was approved, awarded, granted or paid to Covered Executives prior to the Effective Date.

Amendment and Termination

The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act, to comply with any rules or standards adopted by NYSE, and to comply with (or maintain an exemption from the application of) Section 409A of the Code. The Board may terminate this Policy at any time.

Other Recoupment Rights

The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.

Severability

The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision shall be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.

Governing Law

This Policy and all rights and obligations hereunder are governed by and construed in accordance with the internal laws of the State of Pennsylvania, excluding any choice of law rules or principles that may direct the application of the laws of another jurisdiction.

Successors

This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators, or other legal representatives.

Exhibit Filing Requirement

A copy of this Policy and any amendments thereto shall be posted on the Company’s website and filed as an exhibit to the Company’s annual report on Form 10-K.

WEIS MARKETS, INC. CLAWBACK POLICY

Covered Executive Acknowledgement

I, the undersigned, agree and acknowledge that I am fully bound by, and subject to, all of the terms and conditions of the Clawback Policy (as may be amended, restated, supplemented or otherwise modified from time to time, the “Policy”). In the event of any inconsistency between the Policy and the terms of any employment agreement to which I am a party, or the terms of any compensation plan, program or agreement under which any compensation has been granted, awarded, earned or paid, the terms of the Policy shall govern. In the event it is determined by the Board, or such committee thereof that is charged with administration of the Policy, that any amounts granted, awarded, earned or paid to me must be forfeited or reimbursed to the Company, I will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. Any capitalized terms used in this Acknowledgment without definition shall have the meaning set forth in the Policy.

By: Date:

Name:

Title:

XML

Document and Entity Information - USD ($)

12 Months Ended

Dec. 30, 2023

Feb. 28, 2024

Jul. 01, 2023

Cover [Abstract]

Document Type

10-K

Document Annual Report

true

Document Period End Date

Dec. 30, 2023

Document Transition Report

false

Securities Act File Number

1-5039

Entity Registrant Name

WEIS MARKETS, INC

Entity Incorporation, State or Country Code

PA

Entity Tax Identification Number

24-0755415

Entity Address, Address Line One

1000 S. Second Street

Entity Address, Address Line Two

P. O. Box 471

Entity Address, City or Town

Sunbury

Entity Address, State or Province

PA

Entity Address, Postal Zip Code

17801-0471

City Area Code

570

Local Phone Number

286-4571

Title of 12(b) Security

Common stock, no par value

Trading Symbol

WMK

Security Exchange Name

NYSE

Entity Well-known Seasoned Issuer

No

Entity Voluntary Filers

No

Entity Current Reporting Status

Yes

Entity Interactive Data Current

Yes

Entity Filer Category

Large Accelerated Filer

Entity Small Business

false

Entity Emerging Growth Company

false

Document Financial Statement Error Correction [Flag]

false

Entity Shell Company

false

ICFR Auditor Attestation Flag

true

Entity Public Float

$ 607,000,000

Entity Common Stock, Shares Outstanding

26,898,443

Documents Incorporated by Reference [Text Block]

DOCUMENTS INCORPORATED BY REFERENCE: Selected portions of the 2024 Weis Markets, Inc. definitive proxy statement are incorporated herein by reference.

Auditor Name

RSM US LLP

Auditor Firm ID

49

Auditor Location

Philadelphia, Pennsylvania

Entity Central Index Key

0000105418

Document Fiscal Period Focus

FY

Current Fiscal Year End Date

--12-30

Amendment Flag

false

Document Fiscal Year Focus

2023

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 30, 2023	Dec. 31, 2022
Current:
Cash and cash equivalents	$ 184,217	$ 157,997
Marketable securities	225,991	186,419
SERP investment	26,651	22,696
Accounts receivable, net	65,092	50,863
Inventories	296,157	293,274
Prepaid expenses and other current assets	34,107	29,921
Total current assets	832,214	741,170
Property and equipment, net	961,353	970,913
Operating lease right-to-use	174,208	175,952
Goodwill	52,330	52,330
Intangible and other assets, net	19,527	18,785
Total assets	2,039,632	1,959,150
Current:
Accounts payable	226,164	206,849
Accrued expenses	42,676	57,431
Operating leases	40,658	43,527
Accrued self-insurance	18,353	19,416
Deferred revenue, net	12,416	11,774
Income taxes payable	516	6,354
Total current liabilities	340,782	345,351
Postretirement benefit obligations	29,032	25,270
Accrued self-insurance	25,174	23,712
Operating leases	142,345	142,424
Deferred income taxes	118,091	111,225
Other	9,871	9,334
Total liabilities	665,296	657,316
Shareholders' Equity
Common stock, no par value, 100,800,000 shares authorized, 33,047,807 shares issued, 26,898,443 shares outstanding	9,949	9,949
Retained earnings	1,516,438	1,449,191
Accumulated other comprehensive income (loss) (Net of deferred taxes of $430 in 2023 and $2,342 in 2022)	(1,193)	(6,449)
Shareholders' equity before treasury stock	1,525,194	1,452,691
Treasury stock at cost, 6,149,364 shares	(150,857)	(150,857)
Total shareholders' equity	1,374,337	1,301,834
Total liabilities and shareholders' equity	$ 2,039,632	$ 1,959,150

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	100,800,000	100,800,000
Common stock, shares issued	33,047,807	33,047,807
Common stock, shares outstanding	26,898,443	26,898,443
Accumulated other comprehensive income, deferred taxes	$ 430	$ 2,342
Treasury stock, shares	6,149,364	6,149,364

XML

Consolidated Statements of Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Income Statement [Abstract]
Net sales	$ 4,696,950	$ 4,695,943	$ 4,224,417
Cost of sales, including advertising, warehousing and distribution expenses	3,535,009	3,514,029	3,108,710
Gross profit on sales	1,161,941	1,181,914	1,115,707
Operating, general and administrative expenses	1,024,755	1,024,862	968,996
Income from operations	137,186	157,052	146,711
Investment income (loss) and interest expense	13,162	(82)	5,007
Other income (expense)	(3,652)	3,807	(3,411)
Income before provision for income taxes	146,696	160,777	148,307
Provision for income taxes	42,868	35,581	39,458
Net income	$ 103,828	$ 125,196	$ 108,849
Weighted-average shares outstanding, basic	26,898,443	26,898,443	26,898,443
Weighted-average shares outstanding, diluted	26,898,443	26,898,443	26,898,443
Cash dividends per share	$ 1.36	$ 1.30	$ 1.25
Basic earnings per share	3.86	4.65	4.05
Diluted earnings per share	$ 3.86	$ 4.65	$ 4.05

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 103,828	$ 125,196	$ 108,849
Available-for-sale marketable securities
Unrealized holding gains (losses) arising during period (Net of deferred taxes of $1,912, $3,011 and $630, respectively)	5,255	(8,135)	(1,599)
Other comprehensive income (loss), net of tax	5,255	(8,135)	(1,599)
Comprehensive income, net of tax	$ 109,083	$ 117,061	$ 107,250

XML

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Statement of Comprehensive Income [Abstract]
Unrealized holding gains (losses) arising during period, deferred taxes	$ 1,912	$ 3,011	$ 630

XML

Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Treasury Stock, Common [Member]	Total
Accumulated other comprehensive income (loss) balance, Beginning at Dec. 26, 2020	$ 9,949	$ 1,283,737	$ 3,286	$ (150,857)	$ 1,146,115
Balance, shares at Dec. 26, 2020	33,047,807
Balance, treasury shares at Dec. 26, 2020				6,149,364
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		108,849			108,849
Other comprehensive income (loss), net of tax			(1,599)		(1,599)
Dividends paid		(33,623)			(33,623)
Accumulated other comprehensive income (loss) balance, Ending at Dec. 25, 2021	$ 9,949	1,358,963	1,687	$ (150,857)	1,219,742
Balance, shares at Dec. 25, 2021	33,047,807
Balance, treasury shares at Dec. 25, 2021				6,149,364
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		125,196			125,196
Other comprehensive income (loss), net of tax			(8,135)		(8,135)
Dividends paid		(34,968)			(34,968)
Accumulated other comprehensive income (loss) balance, Ending at Dec. 31, 2022	$ 9,949	1,449,191	(6,449)	$ (150,857)	$ 1,301,834
Balance, shares at Dec. 31, 2022	33,047,807				26,898,443
Balance, treasury shares at Dec. 31, 2022				6,149,364	6,149,364
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		103,828			$ 103,828
Other comprehensive income (loss), net of tax			5,255		5,255
Dividends paid		(36,582)			(36,582)
Accumulated other comprehensive income (loss) balance, Ending at Dec. 30, 2023	$ 9,949	$ 1,516,438	$ (1,193)	$ (150,857)	$ 1,374,337
Balance, shares at Dec. 30, 2023	33,047,807				26,898,443
Balance, treasury shares at Dec. 30, 2023				6,149,364	6,149,364

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Cash flows from operating activities:
Net income	$ 103,828	$ 125,196	$ 108,849
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	108,438	104,026	102,804
(Gain) loss on disposition of fixed assets	(46)	(2,407)	1,026
Unrealized (gain) loss in value of equity securities	275	1,325	900
Deferred income taxes	4,955	(852)	12,313
Unrealized (gain) loss in SERP	(2,834)	5,653	(2,309)
Changes in operating assets and liabilities:
Inventories	(2,883)	(23,687)	(563)
Accounts receivable and prepaid expenses	(18,564)	2,436	2,727
Accounts payable and other liabilities	13,095	7,695	174
Income taxes	(5,839)	(1,005)	2,302
Other	1,176	(356)	(514)
Net cash provided by operating activities	201,602	218,024	227,709
Cash flows from investing activities:
Purchase of property and equipment	(104,010)	(122,169)	(151,800)
Proceeds from the sale of property and equipment	867	6,691	5,932
Purchase of marketable securities	(112,979)	(355,757)	(116,268)
Proceeds from the sale and maturities of marketable securities	79,518	362,237	19,680
Purchase of intangible assets	(1,075)	(819)	(208)
Change in SERP investment	(1,120)	(1,290)	(1,986)
Net cash used in investing activities	(138,800)	(111,107)	(244,650)
Cash flows from financing activities:
Dividends paid	(36,582)	(34,968)	(33,623)
Net cash used in financing activities	(36,582)	(34,968)	(33,623)
Net increase (decrease) in cash and cash equivalents	26,220	71,949	(50,564)
Cash and cash equivalents at beginning of year	157,997	86,048	136,612
Cash and cash equivalents at end of period	$ 184,217	$ 157,997	$ 86,048

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Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Statement of Cash Flows [Abstract]
Income taxes paid	$ 43,800	$ 37,400	$ 24,800
Interest paid	$ 41	$ 40	$ 32

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Significant Accounting Policies

12 Months Ended

Dec. 30, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1    Summary of Significant Accounting Policies

The following is a summary of the significant accounting policies utilized in preparing the Company’s Consolidated Financial Statements:

(a)  Description of Business

Weis Markets, Inc. is a Pennsylvania business corporation founded in 1912 and incorporated in 1924. The Company is engaged principally in the retail sale of food in Pennsylvania and surrounding states. The Company’s operations are reported as a single reportable segment. There was no material change in the nature of the Company’s business during fiscal 2023.

(b)  Definition of Fiscal Year

The Company’s fiscal year ends on the last Saturday in December. Fiscal 2023 was comprised of 52 weeks, ending on December 30, 2023. Fiscal 2022 was comprised of 53 weeks, ending on December 31, 2022. Fiscal 2021 was comprised of 52 weeks, ending on December 25, 2021. References to years in this Annual Report relate to fiscal years.

(c)  Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

(d)  Use of Estimates

Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

(e)  Cash and Cash Equivalents

The Company maintains its cash balances in the form of core checking accounts and money market accounts. The Company maintains cash deposits with banks that at times exceed applicable insurance limits. The Company reduces its exposure to credit risk by maintaining such deposits with high quality financial institutions that Management believes are creditworthy.

The Company considers investments with an original maturity of three months or less to be cash equivalents. Investment amounts classified as cash equivalents as of December 30, 2023 and December 31, 2022 totaled $118.4 million and $80.5 million, respectively.

Consumer electronic payments accepted at the point of sale, including all credit card, debit card and electronic benefits transfer transactions that process in three days or less are classified as cash equivalents. Consumer electronic payment amounts classified as cash equivalents as of December 30, 2023 and December 31, 2022 totaled $39.7 million and $42.9 million, respectively.

Note 1    Summary of Significant Accounting Policies (continued)

(f)  Marketable Securities

Marketable securities consist of corporate and municipal bonds, commercial paper and equity securities. The Company invests primarily in high-grade marketable debt securities. The Company classifies all of its marketable securities as available-for-sale.

Available-for-sale securities are recorded at fair value as determined by quoted market price based on national markets. To determine fair value the Company utilizes standard pricing procedures of its investment advisory firm(s), which include various third-party pricing services. If the cost of an investment exceeds its fair value, the Company evaluates general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. Unrealized holding gains and losses, net of the related tax effect, on corporate and municipal bonds and commercial paper are excluded from earnings and are reported as a separate component of shareholders’ equity until realized. Unrealized holding gains and losses on equity securities are recorded in investment income (loss) and interest expense. Dividend and interest income is recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of securities.

Investment amounts classified as marketable securities as of December 30, 2023 and December 31, 2022 totaled $226.0 million and $186.4 million, respectively.

Equity securities are measured at fair value and the unrealized holding gains and losses are recorded in investment income (loss) and interest expense. The Company recognized a $275 thousand loss in 2023 and a $1.3 million loss in 2022.

(g)  Accounts Receivable

Accounts receivable are stated net of an allowance for uncollectible accounts of $2.0 million and $4.6 million as of December 30, 2023 and December 31, 2022, respectively. The reserve balance relates to amounts due from pharmacy third party providers, retail customer returned checks, manufacturing customers, vendors and tenants. The Company maintains an allowance for the amount of receivables deemed to be uncollectible and calculates this amount based upon historical collection activity adjusted for current conditions.

(h)  Inventories

Inventories are valued at the lower of cost or net realizable value, using both the retail inventory and average cost methods. The retail inventory method is commonly used by retail companies to determine cost and calculate gross margin based on applying a cost-to-retail ratio to each similar merchandise category’s ending retail value. The Company’s center store and pharmacy inventories are valued using last in, first out (LIFO). The Company’s fresh inventories are valued using average cost. The Company evaluates inventory shortages throughout the year based on actual physical counts in its facilities. Allowances for inventory shortages are recorded based on the results of these counts and to provide for estimated shortages from the last physical count to the financial statement date.

(i)  Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided on the cost of buildings and improvements and equipment using the straight-line method.

Leasehold improvements are amortized using the straight-line method over the terms of the leases or the useful lives of the assets, whichever is shorter.

Maintenance and repairs are expensed and renewals and betterments are capitalized. When assets are retired or otherwise disposed of, the assets and accumulated depreciation are removed from the respective accounts and any profit or loss on the disposition is credited or charged to “Operating, general and administrative expenses.”

Note 1    Summary of Significant Accounting Policies (continued)

(j)  Leases

The Company leases approximately 49% of its open store facilities under operating leases that expire at various dates through 2036, with the remaining store facilities being owned. These leases generally provide for fixed annual rentals; however, several provide for minimum annual rentals plus variable lease costs related to real estate taxes and insurance as well as contingent rentals based on a percentage of annual sales or increases periodically based on inflation. These variable lease costs are not included in the measurement of the operating lease right-to-use assets or lease liabilities and are charged to the related expense category included in “Operating, general and administrative expenses.” Most of the leases contain multiple renewal options, under which the Company may extend the lease terms from 5 to 20 years. Additionally, the Company has operating leases for certain transportation and other equipment. The Company leases or subleases space to tenants in owned, vacated and open store facilities. Rental income is recorded when earned as a component of “Operating, general and administrative expenses.”

(k)  Goodwill and Intangible Assets

Goodwill is not amortized but tested for impairment on an annual basis and between annual tests when indicators of impairment are identified. Intangible assets with an indefinite useful life are not amortized until their useful life is determined to be no longer indefinite and are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

The Company’s intangible assets and related accumulated amortization at December 30, 2023 and December 31, 2022 consisted of the following:

			December 30, 2023						December 31, 2022
			Accumulated						Accumulated
(amounts in thousands)	Gross		Amortization		Net		Gross		Amortization		Net
Liquor licenses	$	15,975	$	—	$	15,975	$	15,899	$	—	$	15,899
Asset acquisitions and other		3,612		1,734		1,878		2,566		1,433		1,133
Total	$	19,587	$	1,734	$	17,853	$	18,465	$	1,433	$	17,032

Intangible assets with a definite useful life are generally amortized on a straight-line basis over periods up to 10 years for customer lists. Estimated amortization expense for the next five fiscal years is approximately $430 thousand in 2024, $299 thousand in 2025, $265 thousand in 2026, $168 thousand in 2027 and $146 thousand in 2028. As of December 30, 2023, the Company’s intangible assets with indefinite lives consisted of goodwill and liquor licenses.

(l)  Impairment of Long-Lived Assets

The Company periodically evaluates the period of depreciation or amortization for long-lived assets to determine whether current circumstances warrant revised estimates of useful lives. The Company completes an impairment test annually. The Company also reviews its property and equipment for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the net undiscounted cash flows expected to be generated by the asset. An impairment loss would be recorded for the excess of net book value over the fair value of the asset impaired. The fair value is estimated based on current market values or expected discounted future cash flows.

With respect to owned property and equipment associated with closed stores, the value of the property and equipment would be adjusted to reflect recoverable values if current economic conditions and estimated fair values of the property was less than the net book value.

In accordance with Accounting Standards Codification No. 360, Property, Plant and Equipment, the Company believes that, based on current conditions, materially different reported results are not likely to result from long-lived asset impairments.

Note 1    Summary of Significant Accounting Policies (continued)

(l)  Impairment of Long-Lived Assets (continued)

The results of impairment tests are subject to Management’s estimates and assumptions of projected cash flows and operating results. The Company believes that, based on current conditions, materially different reported results are not likely to result from long-lived asset impairments. However, a change in assumptions or market conditions could result in a change in estimated future cash flows and the likelihood of materially different reported results.

(m)  Self-Insurance

The Company is self-insured for a majority of its workers’ compensation, general liability, vehicle accident and associate medical benefit claims. The self-insurance liability for most of the medical benefit claims is determined based on historical data and an estimate of claims incurred but not reported. The other self-insurance liabilities including workers’ compensation are determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported. The Company is self-insured for certain healthcare claims and stop-loss coverage is maintained for individual annual claim occurrences exceeding a $500 thousand specific deductible. The Company is liable for workers’ compensation claims ranging from $1.0 million to $2.0 million per claim. Property and casualty insurance coverage is maintained with outside carriers at deductible or retention levels ranging from $250 thousand to $1.0 million. Significant assumptions used in the development of the actuarial estimates include reliance on the Company’s historical claims data including average monthly claims and average lag time between incurrence and reporting of the claim.

(n)  Income Taxes

The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company reviews the tax positions taken or expected to be taken on tax returns to determine whether and to what extent a benefit can be recognized in the Consolidated Financial Statements. Refer to Note 9 to the Consolidated Financial Statements for the amount of unrecognized tax benefits and other disclosures related to uncertain tax positions. To the extent interest and penalties would be assessed by taxing authorities on any underpayment of income tax, such amounts are accrued and classified as a component of income tax expense.

(o)  Earnings Per Share

Earnings per share are based on the weighted-average number of common shares outstanding.

(p)  Revenue Recognition

Revenue from the sale of products to the Company’s customers is recognized at the point of sale. Discounts provided to customers at the point of sale through the Weis Club Preferred Shopper loyalty program are recognized as a reduction in sales as products are sold. Periodically, the Company will run a point-based sales incentive program that rewards customers with future sales discounts. The Company makes reasonable and reliable estimates of the amount of future discounts based upon historical experience and its customer data tracking software. Sales are reduced rationally and systematically by these estimates over the life of the program. Discounts to customers at the point of sale provided by vendors, usually in the form of paper coupons, are not recognized as a reduction in sales provided the discounts are redeemable at any retailer that accepts those discounts. The Company records “Deferred revenue” for the sale of gift cards and revenue is recognized in “Net sales” at the time of customer redemption for products. Gift card breakage income is recognized in “Operating, general and administrative expenses” based upon historical redemption patterns and represents the balance of gift cards for which the Company believes the likelihood of redemption by the customer is remote. Sales tax is excluded from “Net sales.” The Company charges sales tax on all taxable customer purchases and remits these taxes monthly to the appropriate taxing jurisdiction. Merchandise return activity is immaterial to revenues due to products being returned quickly and the relatively low unit cost.

(q)  Cost of Sales, Including Advertising, Warehousing and Distribution Expenses

“Cost of sales, including advertising, warehousing and distribution expenses” consists of direct product costs (net of discounts and allowances), advertising (net of vendor paid cooperative advertising credits), distribution center and transportation costs, as well as manufacturing facility operations. Advertising costs, net of vendor paid cooperative advertising credits, are expensed as incurred which are primarily funded by vendor cooperative advertising credits and occur in the same period as the product is sold.

Note 1    Summary of Significant Accounting Policies (continued)

(r)  Vendor Allowances

Vendor allowances related to the Company’s buying and merchandising activities are recorded as a reduction of cost of sales as they are earned, in accordance with the underlying agreement. Off-invoice and bill-back allowances are used to reduce direct product costs upon the receipt of goods. Promotional rebates and credits are accounted for as a reduction in the cost of inventory and recognized when the related inventory is sold. Volume incentive discounts are accounted for as a reduction of cost of sales and realized using estimated amounts at the time it is deemed probable that the incentive target will be reached. Long-term contract incentives, which require an exclusive vendor relationship, are allocated over the life of the contract. Promotional allowance funds for specific vendor-sponsored programs are recognized as a reduction of cost of sales as the program occurs and the funds are earned per the agreement. Cash discounts for prompt payment of invoices are realized in cost of sales as invoices are paid. Warehouse and back-haul allowances provided by suppliers for distributing their product through the Company’s distribution system are recorded in cost of sales offsetting costs incurred. Warehouse slotting allowances are recorded in cost of sales when new items are initially set up in the Company’s distribution system, which is when the related expenses are incurred and performance under the agreement is complete. Swell allowances for damaged goods are realized in cost of sales as provided by the supplier, helping to offset product shrink losses also recorded in cost of sales.

Vendor allowances recorded as credits in cost of sales totaled $106.9 million in 2023, $120.0 million in 2022 and $100.1 million in 2021. Vendor paid cooperative advertising credits totaled $3.1 million in 2023, $2.9 million in 2022 and $3.4 million in 2021. These credits were netted against advertising costs within “Cost of Sales, including Advertising, Warehousing and Distribution expenses.” The Company had accounts receivable due from vendors of $450 thousand and $617 thousand for earned advertising credits and $8.8 million and $3.5 million for earned promotional discounts as of December 30, 2023 and December 31, 2022, respectively. The Company had $2.4 million and $3.3 million in unearned income included in accrued liabilities for unearned vendor programs under long-term contracts for display and shelf space allocation as of December 30, 2023 and December 31, 2022, respectively.

(s)  Operating, General and Administrative Expenses

Business operating costs including expenses generated from administration and purchasing functions, are recorded in “Operating, general and administrative expenses” in the Consolidated Statements of Income. Business operating costs include items such as wages, benefits, utilities, repairs and maintenance, rent, insurance, depreciation, leasehold amortization and costs for outside provided services.

(t)  Advertising Costs

The Company expenses advertising costs as incurred. The Company recorded advertising expense, before vendor paid cooperative advertising credits, of $24.2 million in 2023, $23.7 million in 2022, $24.9 million in 2021 in “Cost of Sales, including Advertising, Warehousing and Distribution Expenses.”

(u)  Rental and Commission Income

The Company leases or subleases space to tenants in owned, vacated and open store facilities. Rental income is recorded when earned as a component of “Operating, general and administrative expenses.” All leases are operating leases. Refer to Note 5 to the Consolidated Financial Statements for further disclosure on operating leases and rental income.

The Company provides a variety of services to its customers, including but not limited to lottery, money orders, third-party gift cards, and third-party bill pay services. Commission income earned from these services are recorded when earned as a component of “Operating, general and administrative expenses.” The Company recorded commission income of $17.6 million in 2023, $18.0 million in 2022, $18.9 million in 2021.

(v)  Current Relevant Accounting Standards

The Company regularly monitors recently issued accounting standards and assesses their applicability and impact. The Company believes there is one accounting standard update that has or will have a material or significant impact on the Company’s accounting policies.

The FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), that is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires disclosures of reconciliation of the expected tax at the applicable statutory federal income tax rate to the reported tax in a tabular format, using both percentages and amounts, broken out into specific categories with certain reconciling items of five percent or greater of the expected tax further broken out by

nature and/or jurisdiction, disclosure of income taxes paid, net of refunds received, broken out between federal and state and local income taxes and payments to individual jurisdictions representing five percent or more of the total income tax payments must also be separately disclosed.

The disclosures required by ASU 2023-09 are required in the Company’s annual financial statements beginning with the year ended December 28, 2024, with early adoption permitted.

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Marketable Securities

12 Months Ended

Dec. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

Note 2    Marketable Securities

The Company’s marketable securities are all classified as available-for-sale within “Current Assets” in the Company’s Consolidated Balance Sheets. Financial Accounting Standards Board (FASB) has established three levels of inputs that may be used to measure fair value:

Level 1Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and

Level 3Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company’s marketable securities valued using Level 1 inputs include four public company equity securities, for which quoted market prices are available. The Company’s bond and commercial paper portfolio is valued using Level 2 inputs. The Company’s corporate and municipal bonds and commercial paper are valued using a combination of pricing for similar securities, recently executed transactions, cash flow models with yield curves and other pricing models utilizing observable inputs, which are considered Level 2 inputs.

For Level 2 investment valuation, the Company utilizes standard pricing procedures of its investment advisory firm(s), which include various third-party pricing services. These procedures also require specific price monitoring practices as well as pricing review reports, valuation oversight and pricing challenge procedures to maintain the most accurate representation of investment fair market value.

The Company accrues interest on its bond and commercial paper portfolio throughout the life of each bond and commercial paper held. Dividends from the equity securities are recognized as received. Both interest and dividends are recognized in “Investment income and interest expense” on the Company’s Consolidated Statements of Income. The Company recognized investment income of $9.5 million, $3.8 million and $1.6 million which included unrealized losses of $275 thousand, $1.3 million and $900 thousand in the fiscal years ended December 30, 2023, December 31, 2022 and December 25, 2021, respectively.

Marketable securities, as of December 30, 2023 and December 31, 2022, consisted of:

			Gross		Gross
(amounts in thousands)	Amortized		Unrealized		Unrealized		Fair
December 30, 2023	Cost		Holding Gains		Holding Losses		Value
Available-for-sale:
Level 1
Equity securities							$	4,910
Level 2
Corporate and municipal bonds	$	177,972	$	3,853	$	(6,553)		175,272
Commercial Paper		44,732		1,076		—		45,808
Total	$	222,704	$	4,929	$	(6,553)	$	225,991

Gross

			Gross
(amounts in thousands)	Amortized		Unrealized		Unrealized		Fair
December 31, 2022	Cost		Holding Gains		Holding Losses		Value
Available-for-sale:
Level 1
Equity securities							$	5,185
Level 2
Corporate and municipal bonds	$	190,025	$	2,110	$	(10,901)		181,234
Total	$	190,025	$	2,110	$	(10,901)	$	186,419

Maturities of marketable securities classified as available-for-sale at December 30, 2023, were as follows:

	Amortized		Fair
(amounts in thousands)	Cost		Value
Available-for-sale:
Due within one year	$	93,503	$	95,188
Due after one year through five years		77,187		74,573
Due after five years through ten years		16,308		15,351
Due after ten years		35,706		35,968
Total	$	222,704	$	221,080

SERP Investments

The Company also maintains a non-qualified supplemental executive retirement plan (SERP) for certain of its associates which allows them to defer income to future periods. Participants in the plans earn a return on their deferrals based on mutual fund investments. The Company chooses to invest in the underlying mutual fund investments to offset the liability associated with the non-qualified deferred compensation plans. Such investments are reported on the Company’s Consolidated Balance Sheets as “SERP investment,” are classified as trading securities and are measured at fair value using Level 1 inputs with gains and losses included in “Investment income and interest expense” on the Company’s Consolidated Statements of Income. The Company recognized investment income of $3.7 million in the fiscal year ended December 30, 2023, investment loss of $3.8 million in the fiscal year ended December 31, 2022 and investment income of $3.4 million in the fiscal year ended December 25, 2021, respectively. The changes in the underlying liability to the associates are recorded in “Other income (expense).”

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Inventories

12 Months Ended

Dec. 30, 2023

Inventory Disclosure [Abstract]

Inventories

Note 3    Inventories

Inventories, as of December 30, 2023 and December 31, 2022, were valued as follows:

(amounts in thousands)	2023		2022
LIFO	$	201,683	$	192,984
Average cost		94,474		100,290
Total	$	296,157	$	293,274

Management believes the use of the LIFO method for valuing certain inventories represents the most appropriate matching of costs and revenues in the Company’s circumstances. If all inventories were valued on the average cost method, which approximates current cost, total inventories would have been $110.3 million and $103.6 million higher than as reported on the above methods as of December 30, 2023 and December 31, 2022, respectively.

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Property and Equipment

12 Months Ended

Dec. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 4    Property and Equipment

Property and equipment, as of December 30, 2023 and December 31, 2022, consisted of:

	Useful Life
(amounts in thousands)	(in years)	2023		2022
Land		$	137,784	$	137,132
Buildings and improvements	10-60		839,202		828,407
Equipment	3-12		1,397,659		1,313,676
Leasehold improvements	5-20		234,287		233,300
Total, at cost			2,608,932		2,512,515
Less accumulated depreciation and amortization			1,647,579		1,541,602
Total		$	961,353	$	970,913

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Lease Commitments

12 Months Ended

Dec. 30, 2023

Leases [Abstract]

Lease Commitments

Note 5    Lease Commitments

The following is a schedule of the lease costs included in “Operating, general and administrative expenses” for the fiscal years ended December 30, 2023, December 31, 2022 and December 25, 2021.

	52 Weeks Ended		53 Weeks Ended		52 Weeks Ended
(amounts in thousands)		December 30, 2023		December 31, 2022		December 25, 2021
Operating lease cost	$	47,187	$	48,289	$	45,435
Variable lease cost		11,335		11,221		10,875
Lease or sublease income		(10,210)		(9,744)		(10,055)
Net lease cost	$	48,312	$	49,766	$	46,255

The following is a schedule by year of the future minimum rental payments required under operating leases and total minimum sublease and lease rental income to be received as of December 30, 2023.

(amounts in thousands)	Leases			Subleases
2024	$	47,918	$	(4,560)
2025		44,439		(3,985)
2026		35,562		(3,121)
2027		27,515		(2,522)
2028		20,387		(1,710)
Thereafter		33,220		(3,614)
Total Lease Payments	$	209,042	$	(19,513)
Less: Interest		26,038		—
Present value of lease liabilities		183,003		(19,513)

The following is a schedule of weighted-average remaining lease terms and weighted-average discount rates as of December 30, 2023, December 31, 2022, and December 25, 2021.

Lease Term and Discount Rate	December 30, 2023	December 31, 2022	December 25, 2021
Weighted-average remaining lease term	3.63	3.85	4.11
Weighted-average discount rate	3.43%	2.81%	2.73%

The following is a schedule of supplemental cash flow information related to leases as of December 30, 2023, December 31, 2022, and December 25, 2021.

(amounts in thousands)	December 30, 2023	December 31, 2022	December 25, 2021
Cash paid for amounts included in the measurement of operating lease liabilities	48,476	48,744	47,799
Right of use assets obtained in exchange for operating lease liabilities	39,928	27,364	31,663

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Retirement Plans

12 Months Ended

Dec. 30, 2023

Retirement Plans [Abstract]

Retirement Plans

Note 6    Retirement Plans

The following is a schedule of the retirement plan costs for the fiscal years ended December 30, 2023, December 31, 2022 and December 25, 2021.

(amounts in thousands)	2023		2022		2021
Retirement savings plan		5,882		5,155		3,692
Profit Sharing		—		—		2,450
Deferred compensation plan		821		815		810
Supplemental executive retirement plan		875		709		703
Total	$	7,578	$	6,679	$	7,655

The Company has a qualified retirement savings plan, the Weis Markets, Inc. Retirement Savings Plan, covering substantially all associates. Employer contributions are made at the sole discretion of the Company. In 2022, the plan was adjusted to benefit more associates by eliminating the noncontributory profit-sharing component and increasing the contributory component to $0.50 for every dollar that all eligible associates contributed to the plan, up to 6% of their eligible pay.

The Company maintains a non-qualified deferred compensation plan for the payment of specific amounts of annual retirement benefits to certain officers or their beneficiaries over an actuarially computed normal life expectancy. Currently, there are no active officers in the plan. The expected payments under the plan provisions were determined through actuarial calculations dependent on the age of the recipient, using an assumed discount rate. The plan is unfunded and accounted for on an accrual basis. The recorded liability at December 30, 2023 is $3.4 million which is based on expected payments to be made over the remaining lives of the beneficiaries. This amount is included in “Accrued expenses” and “Postretirement benefit obligations” in the Consolidated Balance Sheets. The expected payment amounts are approximately $1.0 million for 2024 and for the years thereafter dependent on the lives of the beneficiaries.

The Company also maintains a non-qualified supplemental executive retirement plan covering highly compensated associates. This plan is designed to provide retirement benefits and salary deferral opportunities because of limitations imposed by the Internal Revenue Code and the Regulations implemented by the Internal Revenue Service. This plan is unfunded and accounted for on an accrual basis. Plan participants are 100% vested in their accounts after three years of service with the Company. Benefits are distributed among participants upon termination or retirement. Substantial risk of benefit forfeiture does exist for participants in this plan. The present value of accumulated benefits amounted to $26.7 million and $22.7 million at December 30, 2023 and December 31, 2022, respectively, and is included in “Postretirement benefit obligations” in the Consolidated Balance Sheets.

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Revenue Recognition

12 Months Ended

Dec. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 7    Revenue Recognition

The Chief Operating Officer, the Company’s chief operating decision maker, analyzed store operational revenues by geographical area but each area offers customers similar product, has similar distribution methods, and supported by centralized management processes. The Company’s operations are reported as a single reportable segment.

The following table represents net sales by product category for years ending December 30, 2023, December 31, 2022 and December 25, 2021.

	52 Weeks Ended				53 Weeks Ended				52 Weeks Ending
(amounts in thousands)	December 30, 2023				December 31, 2022				December 25, 2021
Grocery	$	3,921,041	83.5	%	$	3,978,397	84.7	%	$	3,633,023	86.1	%
Pharmacy		527,010	11.2			441,840	9.4			399,128	9.4
Fuel		239,665	5.1			263,265	5.6			183,631	4.3
Manufacturing		9,233	0.2			12,441	0.3			8,635	0.2
Total net sales	$	4,696,950	100.0	%	$	4,695,943	100.0	%	$	4,224,417	100.0	%

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Accumulated Other Comprehensive Income

12 Months Ended

Dec. 30, 2023

Equity [Abstract]

Accumulated Other Comprehensive Income

Note 8    Accumulated Other Comprehensive Income

All balances in accumulated other comprehensive income are related to available-for-sale marketable securities. The following table sets forth the balance of the Company’s accumulated other comprehensive income, net of tax.

	Unrealized Gains (Losses)
	on Available-for-Sale
(amounts in thousands)	Marketable Securities
Accumulated other comprehensive income (loss) balance as of December 25, 2021	$	1,687
Other comprehensive income (loss)		(8,135)
Net current period other comprehensive income (loss)		(8,135)
Accumulated other comprehensive income (loss) balance as of December 31, 2022	$	(6,449)
Other comprehensive income (loss)		5,255
Net current period other comprehensive income (loss)		5,255
Accumulated other comprehensive income (loss) balance as of December 30, 2023	$	(1,193)

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Income Taxes

12 Months Ended

Dec. 30, 2023

Income Taxes

Income Taxes

Note 9    Income Taxes

(amounts in thousands)	2023		2022		2021
Current:
Federal	$	28,392	$	28,536	$	20,771
State		9,521		7,896		6,374
Deferred:
Federal		955		3,191		8,074
State		4,000		(4,042)		4,239
Total	$	42,868	$	35,581	$	39,458

The reconciliation of income taxes has been computed at the federal statutory rate of 21% in 2023, 2022 and 2021. Ending deferred tax liability has been computed at the federal statutory rate of 21%.

(amounts in thousands)	2023		2022		2021
Income taxes at federal statutory rate	$	30,806	$	33,763	$	31,144
State income taxes, net of federal income tax benefit		9,800		4,700		6,207
Nondeductible employee-related expenses		2,709		2,235		2,530
State deferred rate change		—		(5,462)		-
Other		(448)		345		(423)
Provision for income taxes	$	42,868	$	35,581	$	39,458

The effective income tax rate was 29.2%, 22.1% and 26.6% in 2023, 2022, and 2021, respectively. The effective income tax rate differs from the federal statutory rate of 21% primarily due to state taxes as well as nondeductible employee-related expenses. The Company reduced its provision for income taxes by $5.5 million in 2022 primarily due to the effects of Pennsylvania House Bill 1342 which was enacted on July 8, 2022. The bill made significant changes to the Commonwealth’s corporate income tax laws which included lowering the tax rate gradually from 9.99% in 2022 to 4.99% in 2031.

Cash paid for federal income taxes was $23.0 million, $29.4 million and $20.4 million in 2023, 2022 and 2021 respectively. Cash paid for state income taxes was $20.8 million, $8.0 million and $4.4 million in 2023, 2022 and 2021 respectively.

Note 9    Income Taxes (continued)

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities at December 30, 2023 and December 31, 2022, are:

(amounts in thousands)	2023		2022
Deferred tax assets:
Accounts receivable	$	540	$	1,195
Employment incentives		4,855		6,329
Self-insurance liability		9,155		8,717
Postretirement benefit obligations		6,565		5,963
Net operating loss and credit carryforwards		2,153		5,009
Unrecognized tax benefits		1,341		2,869
174 R&D Capitalization		2,307		426
Other		683		675
Total deferred tax assets		27,599		31,183
Deferred tax liabilities:
Inventories		(12,225)		(13,398)
Unrealized gains on marketable securities		(554)		1,280
Prepaids		(6,290)		(5,570)
Depreciation		(126,621)		(124,720)
Total deferred tax liabilities		(145,690)		(142,408)
Net deferred tax liability	$	(118,091)	$	(111,225)

The following table summarizes the activity related to the Company’s unrecognized tax benefits:

(amounts in thousands)	2023		2022
Unrecognized tax benefits at beginning of year	$	13,661	$	10,036
Increases based on tax positions related to the current year		—		2,376
Additions for tax positions of prior year		—		1,249
Reductions for tax positions of prior years		(948)		—
Settlements		(6,329)		—
Expiration of the statute of limitations for assessment of taxes		—		—
Unrecognized tax benefits at end of year	$	6,384	$	13,661

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $0 in 2023, $3.6 million in 2022 and $1.7 million in 2021.

The Company or one of its subsidiaries files tax returns in the United States and various state jurisdictions. The tax years subject to examination in the United States and in Pennsylvania, where the majority of the Company’s revenues are generated, are 2018 to 2023.

The Company has net operating loss carryforwards of $14 million available for state income tax purposes. The net operating losses will begin to expire starting in 2027. The Company expects to fully utilize these net operating loss carryforwards.

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Fair Value Information

12 Months Ended

Dec. 30, 2023

Fair Value Information [Abstract]

Fair Value Information

Note 10    Fair Value Information

The carrying amounts for cash, accounts receivable and accounts payable approximate fair value because of the short maturities of these instruments. The fair values of the Company’s marketable securities, as disclosed in Note 2, are based on quoted market prices and institutional pricing guidelines for those securities not classified as Level 1 securities. The Company’s SERP investments are classified as trading securities and are carried at fair value using Level 1 inputs.

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Commitments and Contingencies

12 Months Ended

Dec. 30, 2023

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 11    Commitments and Contingencies

The Company is involved in various legal actions arising out of the normal course of business. The Company also accrues for contingencies when it is probable that a liability has been incurred and the amount of the contingency can be reasonably estimated, based on experience. In the opinion of Management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, and liquidity.

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Long-Term Debt

12 Months Ended

Dec. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt

Note 12    Long-Term Debt

The primary source of cash is cash flows generated from operations. In addition, the Company has access to a revolving credit agreement entered into on September 1, 2016, and amended on September 29, 2023, with Wells Fargo Bank, N.A. (the “Credit Agreement”). The Credit Agreement matures on October 1, 2027, and provides for an unsecured revolving credit facility with an aggregate principal amount not to exceed $30.0 million with an additional discretionary amount available of $70.0 million. As of December 30, 2023, the availability under the revolving credit agreement was $22.3 million with $7.7 million of letters of credit outstanding. The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company. The Company has not had an obligation on the Credit Agreement since the second quarter of 2018.

Interest expense related to long-term debt was $41 thousand, $32 thousand and $32 thousand for 2023, 2022 and 2021, respectively.

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 30, 2023

Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

Item 15(c)(3).   Financial Statement Schedules:

Schedule II - Valuation and Qualifying Accounts:

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

WEIS MARKETS, INC.

(amounts in thousands)

Col. A	Col. B		Col. C				Col. D		Col. E
			Additions
	Balance at		Charged to		Charged to				Balance at
	Beginning		Costs and		Accounts		Deductions		End of
Description	of Period		Expenses		Describe		Describe (1)		Period
Fiscal Year ended December 30, 2023:
Deducted from asset accounts:
Allowance for uncollectible accounts	$	4,577	$	73	$	—	$	2,609	$	2,041
Fiscal Year ended December 31, 2022:
Deducted from asset accounts:
Allowance for uncollectible accounts	$	3,451	$	2,489	$	—	$	1,363	$	4,577
Fiscal Year ended December 25, 2021:
Deducted from asset accounts:
Allowance for uncollectible accounts	$	2,427	$	2,986	$	—	$	1,962	$	3,451

(1) Deductions are uncollectible accounts written off, net of recoveries.

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 30, 2023

Accounting Policies [Abstract]

Description of Business

(a)  Description of Business

Weis Markets, Inc. is a Pennsylvania business corporation founded in 1912 and incorporated in 1924. The Company is engaged principally in the retail sale of food in Pennsylvania and surrounding states. The Company’s operations are reported as a single reportable segment. There was no material change in the nature of the Company’s business during fiscal 2023.

Definition of Fiscal Year

(b)  Definition of Fiscal Year

The Company’s fiscal year ends on the last Saturday in December. Fiscal 2023 was comprised of 52 weeks, ending on December 30, 2023. Fiscal 2022 was comprised of 53 weeks, ending on December 31, 2022. Fiscal 2021 was comprised of 52 weeks, ending on December 25, 2021. References to years in this Annual Report relate to fiscal years.

Principles of Consolidation

(c)  Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

(d)  Use of Estimates

Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

Cash and Cash Equivalents

(e)  Cash and Cash Equivalents

The Company maintains its cash balances in the form of core checking accounts and money market accounts. The Company maintains cash deposits with banks that at times exceed applicable insurance limits. The Company reduces its exposure to credit risk by maintaining such deposits with high quality financial institutions that Management believes are creditworthy.

The Company considers investments with an original maturity of three months or less to be cash equivalents. Investment amounts classified as cash equivalents as of December 30, 2023 and December 31, 2022 totaled $118.4 million and $80.5 million, respectively.

Consumer electronic payments accepted at the point of sale, including all credit card, debit card and electronic benefits transfer transactions that process in three days or less are classified as cash equivalents. Consumer electronic payment amounts classified as cash equivalents as of December 30, 2023 and December 31, 2022 totaled $39.7 million and $42.9 million, respectively.

Marketable Securities

(f)  Marketable Securities

Marketable securities consist of corporate and municipal bonds, commercial paper and equity securities. The Company invests primarily in high-grade marketable debt securities. The Company classifies all of its marketable securities as available-for-sale.

Available-for-sale securities are recorded at fair value as determined by quoted market price based on national markets. To determine fair value the Company utilizes standard pricing procedures of its investment advisory firm(s), which include various third-party pricing services. If the cost of an investment exceeds its fair value, the Company evaluates general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. Unrealized holding gains and losses, net of the related tax effect, on corporate and municipal bonds and commercial paper are excluded from earnings and are reported as a separate component of shareholders’ equity until realized. Unrealized holding gains and losses on equity securities are recorded in investment income (loss) and interest expense. Dividend and interest income is recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of securities.

Investment amounts classified as marketable securities as of December 30, 2023 and December 31, 2022 totaled $226.0 million and $186.4 million, respectively.

Equity securities are measured at fair value and the unrealized holding gains and losses are recorded in investment income (loss) and interest expense. The Company recognized a $275 thousand loss in 2023 and a $1.3 million loss in 2022.

Accounts Receivable

(g)  Accounts Receivable

Accounts receivable are stated net of an allowance for uncollectible accounts of $2.0 million and $4.6 million as of December 30, 2023 and December 31, 2022, respectively. The reserve balance relates to amounts due from pharmacy third party providers, retail customer returned checks, manufacturing customers, vendors and tenants. The Company maintains an allowance for the amount of receivables deemed to be uncollectible and calculates this amount based upon historical collection activity adjusted for current conditions.

Inventories

(h)  Inventories

Inventories are valued at the lower of cost or net realizable value, using both the retail inventory and average cost methods. The retail inventory method is commonly used by retail companies to determine cost and calculate gross margin based on applying a cost-to-retail ratio to each similar merchandise category’s ending retail value. The Company’s center store and pharmacy inventories are valued using last in, first out (LIFO). The Company’s fresh inventories are valued using average cost. The Company evaluates inventory shortages throughout the year based on actual physical counts in its facilities. Allowances for inventory shortages are recorded based on the results of these counts and to provide for estimated shortages from the last physical count to the financial statement date.

Property and Equipment

(i)  Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided on the cost of buildings and improvements and equipment using the straight-line method.

Leasehold improvements are amortized using the straight-line method over the terms of the leases or the useful lives of the assets, whichever is shorter.

Maintenance and repairs are expensed and renewals and betterments are capitalized. When assets are retired or otherwise disposed of, the assets and accumulated depreciation are removed from the respective accounts and any profit or loss on the disposition is credited or charged to “Operating, general and administrative expenses.”

Leases

(j)  Leases

The Company leases approximately 49% of its open store facilities under operating leases that expire at various dates through 2036, with the remaining store facilities being owned. These leases generally provide for fixed annual rentals; however, several provide for minimum annual rentals plus variable lease costs related to real estate taxes and insurance as well as contingent rentals based on a percentage of annual sales or increases periodically based on inflation. These variable lease costs are not included in the measurement of the operating lease right-to-use assets or lease liabilities and are charged to the related expense category included in “Operating, general and administrative expenses.” Most of the leases contain multiple renewal options, under which the Company may extend the lease terms from 5 to 20 years. Additionally, the Company has operating leases for certain transportation and other equipment. The Company leases or subleases space to tenants in owned, vacated and open store facilities. Rental income is recorded when earned as a component of “Operating, general and administrative expenses.”

Goodwill and Intangible Assets

(k)  Goodwill and Intangible Assets

Goodwill is not amortized but tested for impairment on an annual basis and between annual tests when indicators of impairment are identified. Intangible assets with an indefinite useful life are not amortized until their useful life is determined to be no longer indefinite and are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

The Company’s intangible assets and related accumulated amortization at December 30, 2023 and December 31, 2022 consisted of the following:

			December 30, 2023						December 31, 2022
			Accumulated						Accumulated
(amounts in thousands)	Gross		Amortization		Net		Gross		Amortization		Net
Liquor licenses	$	15,975	$	—	$	15,975	$	15,899	$	—	$	15,899
Asset acquisitions and other		3,612		1,734		1,878		2,566		1,433		1,133
Total	$	19,587	$	1,734	$	17,853	$	18,465	$	1,433	$	17,032

Intangible assets with a definite useful life are generally amortized on a straight-line basis over periods up to 10 years for customer lists. Estimated amortization expense for the next five fiscal years is approximately $430 thousand in 2024, $299 thousand in 2025, $265 thousand in 2026, $168 thousand in 2027 and $146 thousand in 2028. As of December 30, 2023, the Company’s intangible assets with indefinite lives consisted of goodwill and liquor licenses.

Impairment of Long-Lived Assets

(l)  Impairment of Long-Lived Assets

The Company periodically evaluates the period of depreciation or amortization for long-lived assets to determine whether current circumstances warrant revised estimates of useful lives. The Company completes an impairment test annually. The Company also reviews its property and equipment for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the net undiscounted cash flows expected to be generated by the asset. An impairment loss would be recorded for the excess of net book value over the fair value of the asset impaired. The fair value is estimated based on current market values or expected discounted future cash flows.

With respect to owned property and equipment associated with closed stores, the value of the property and equipment would be adjusted to reflect recoverable values if current economic conditions and estimated fair values of the property was less than the net book value.

In accordance with Accounting Standards Codification No. 360, Property, Plant and Equipment, the Company believes that, based on current conditions, materially different reported results are not likely to result from long-lived asset impairments.

The results of impairment tests are subject to Management’s estimates and assumptions of projected cash flows and operating results. The Company believes that, based on current conditions, materially different reported results are not likely to result from long-lived asset impairments. However, a change in assumptions or market conditions could result in a change in estimated future cash flows and the likelihood of materially different reported results.

Self-Insurance

(m)  Self-Insurance

The Company is self-insured for a majority of its workers’ compensation, general liability, vehicle accident and associate medical benefit claims. The self-insurance liability for most of the medical benefit claims is determined based on historical data and an estimate of claims incurred but not reported. The other self-insurance liabilities including workers’ compensation are determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported. The Company is self-insured for certain healthcare claims and stop-loss coverage is maintained for individual annual claim occurrences exceeding a $500 thousand specific deductible. The Company is liable for workers’ compensation claims ranging from $1.0 million to $2.0 million per claim. Property and casualty insurance coverage is maintained with outside carriers at deductible or retention levels ranging from $250 thousand to $1.0 million. Significant assumptions used in the development of the actuarial estimates include reliance on the Company’s historical claims data including average monthly claims and average lag time between incurrence and reporting of the claim.

Income Taxes

(n)  Income Taxes

The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company reviews the tax positions taken or expected to be taken on tax returns to determine whether and to what extent a benefit can be recognized in the Consolidated Financial Statements. Refer to Note 9 to the Consolidated Financial Statements for the amount of unrecognized tax benefits and other disclosures related to uncertain tax positions. To the extent interest and penalties would be assessed by taxing authorities on any underpayment of income tax, such amounts are accrued and classified as a component of income tax expense.

Earnings Per Share

(o)  Earnings Per Share

Earnings per share are based on the weighted-average number of common shares outstanding.

Revenue Recognition

(p)  Revenue Recognition

Revenue from the sale of products to the Company’s customers is recognized at the point of sale. Discounts provided to customers at the point of sale through the Weis Club Preferred Shopper loyalty program are recognized as a reduction in sales as products are sold. Periodically, the Company will run a point-based sales incentive program that rewards customers with future sales discounts. The Company makes reasonable and reliable estimates of the amount of future discounts based upon historical experience and its customer data tracking software. Sales are reduced rationally and systematically by these estimates over the life of the program. Discounts to customers at the point of sale provided by vendors, usually in the form of paper coupons, are not recognized as a reduction in sales provided the discounts are redeemable at any retailer that accepts those discounts. The Company records “Deferred revenue” for the sale of gift cards and revenue is recognized in “Net sales” at the time of customer redemption for products. Gift card breakage income is recognized in “Operating, general and administrative expenses” based upon historical redemption patterns and represents the balance of gift cards for which the Company believes the likelihood of redemption by the customer is remote. Sales tax is excluded from “Net sales.” The Company charges sales tax on all taxable customer purchases and remits these taxes monthly to the appropriate taxing jurisdiction. Merchandise return activity is immaterial to revenues due to products being returned quickly and the relatively low unit cost.

Cost of Sales, Including Advertising, Warehousing and Distribution Expenses

(q)  Cost of Sales, Including Advertising, Warehousing and Distribution Expenses

“Cost of sales, including advertising, warehousing and distribution expenses” consists of direct product costs (net of discounts and allowances), advertising (net of vendor paid cooperative advertising credits), distribution center and transportation costs, as well as manufacturing facility operations. Advertising costs, net of vendor paid cooperative advertising credits, are expensed as incurred which are primarily funded by vendor cooperative advertising credits and occur in the same period as the product is sold.

Vendor Allowances

(r)  Vendor Allowances

Vendor allowances related to the Company’s buying and merchandising activities are recorded as a reduction of cost of sales as they are earned, in accordance with the underlying agreement. Off-invoice and bill-back allowances are used to reduce direct product costs upon the receipt of goods. Promotional rebates and credits are accounted for as a reduction in the cost of inventory and recognized when the related inventory is sold. Volume incentive discounts are accounted for as a reduction of cost of sales and realized using estimated amounts at the time it is deemed probable that the incentive target will be reached. Long-term contract incentives, which require an exclusive vendor relationship, are allocated over the life of the contract. Promotional allowance funds for specific vendor-sponsored programs are recognized as a reduction of cost of sales as the program occurs and the funds are earned per the agreement. Cash discounts for prompt payment of invoices are realized in cost of sales as invoices are paid. Warehouse and back-haul allowances provided by suppliers for distributing their product through the Company’s distribution system are recorded in cost of sales offsetting costs incurred. Warehouse slotting allowances are recorded in cost of sales when new items are initially set up in the Company’s distribution system, which is when the related expenses are incurred and performance under the agreement is complete. Swell allowances for damaged goods are realized in cost of sales as provided by the supplier, helping to offset product shrink losses also recorded in cost of sales.

Vendor allowances recorded as credits in cost of sales totaled $106.9 million in 2023, $120.0 million in 2022 and $100.1 million in 2021. Vendor paid cooperative advertising credits totaled $3.1 million in 2023, $2.9 million in 2022 and $3.4 million in 2021. These credits were netted against advertising costs within “Cost of Sales, including Advertising, Warehousing and Distribution expenses.” The Company had accounts receivable due from vendors of $450 thousand and $617 thousand for earned advertising credits and $8.8 million and $3.5 million for earned promotional discounts as of December 30, 2023 and December 31, 2022, respectively. The Company had $2.4 million and $3.3 million in unearned income included in accrued liabilities for unearned vendor programs under long-term contracts for display and shelf space allocation as of December 30, 2023 and December 31, 2022, respectively.

Operating, General and Administrative Expenses

(s)  Operating, General and Administrative Expenses

Business operating costs including expenses generated from administration and purchasing functions, are recorded in “Operating, general and administrative expenses” in the Consolidated Statements of Income. Business operating costs include items such as wages, benefits, utilities, repairs and maintenance, rent, insurance, depreciation, leasehold amortization and costs for outside provided services.

Advertising Costs

(t)  Advertising Costs

The Company expenses advertising costs as incurred. The Company recorded advertising expense, before vendor paid cooperative advertising credits, of $24.2 million in 2023, $23.7 million in 2022, $24.9 million in 2021 in “Cost of Sales, including Advertising, Warehousing and Distribution Expenses.”

Rental and Commission Income

(u)  Rental and Commission Income

The Company leases or subleases space to tenants in owned, vacated and open store facilities. Rental income is recorded when earned as a component of “Operating, general and administrative expenses.” All leases are operating leases. Refer to Note 5 to the Consolidated Financial Statements for further disclosure on operating leases and rental income.

The Company provides a variety of services to its customers, including but not limited to lottery, money orders, third-party gift cards, and third-party bill pay services. Commission income earned from these services are recorded when earned as a component of “Operating, general and administrative expenses.” The Company recorded commission income of $17.6 million in 2023, $18.0 million in 2022, $18.9 million in 2021.

Current Relevant Accounting Standards

(v)  Current Relevant Accounting Standards

The Company regularly monitors recently issued accounting standards and assesses their applicability and impact. The Company believes there is one accounting standard update that has or will have a material or significant impact on the Company’s accounting policies.

The FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), that is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires disclosures of reconciliation of the expected tax at the applicable statutory federal income tax rate to the reported tax in a tabular format, using both percentages and amounts, broken out into specific categories with certain reconciling items of five percent or greater of the expected tax further broken out by

nature and/or jurisdiction, disclosure of income taxes paid, net of refunds received, broken out between federal and state and local income taxes and payments to individual jurisdictions representing five percent or more of the total income tax payments must also be separately disclosed.

The disclosures required by ASU 2023-09 are required in the Company’s annual financial statements beginning with the year ended December 28, 2024, with early adoption permitted.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 30, 2023

Accounting Policies [Abstract]

Schedule of Finite-Lived and Indefinite-Lived Intangible Assets

			December 30, 2023						December 31, 2022
			Accumulated						Accumulated
(amounts in thousands)	Gross		Amortization		Net		Gross		Amortization		Net
Liquor licenses	$	15,975	$	—	$	15,975	$	15,899	$	—	$	15,899
Asset acquisitions and other		3,612		1,734		1,878		2,566		1,433		1,133
Total	$	19,587	$	1,734	$	17,853	$	18,465	$	1,433	$	17,032

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Marketable Securities (Tables)

12 Months Ended

Dec. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Schedule Of Marketable Securities

			Gross		Gross
(amounts in thousands)	Amortized		Unrealized		Unrealized		Fair
December 30, 2023	Cost		Holding Gains		Holding Losses		Value
Available-for-sale:
Level 1
Equity securities							$	4,910
Level 2
Corporate and municipal bonds	$	177,972	$	3,853	$	(6,553)		175,272
Commercial Paper		44,732		1,076		—		45,808
Total	$	222,704	$	4,929	$	(6,553)	$	225,991

Gross

			Gross
(amounts in thousands)	Amortized		Unrealized		Unrealized		Fair
December 31, 2022	Cost		Holding Gains		Holding Losses		Value
Available-for-sale:
Level 1
Equity securities							$	5,185
Level 2
Corporate and municipal bonds	$	190,025	$	2,110	$	(10,901)		181,234
Total	$	190,025	$	2,110	$	(10,901)	$	186,419

Schedule Of Maturities Of Marketable Securities

	Amortized		Fair
(amounts in thousands)	Cost		Value
Available-for-sale:
Due within one year	$	93,503	$	95,188
Due after one year through five years		77,187		74,573
Due after five years through ten years		16,308		15,351
Due after ten years		35,706		35,968
Total	$	222,704	$	221,080

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Inventories (Tables)

12 Months Ended

Dec. 30, 2023

Inventory Disclosure [Abstract]

Merchandise Inventories

(amounts in thousands)	2023		2022
LIFO	$	201,683	$	192,984
Average cost		94,474		100,290
Total	$	296,157	$	293,274

XML

Property and Equipment (Tables)

12 Months Ended

Dec. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule Of Property, Plant And Equipment

	Useful Life
(amounts in thousands)	(in years)	2023		2022
Land		$	137,784	$	137,132
Buildings and improvements	10-60		839,202		828,407
Equipment	3-12		1,397,659		1,313,676
Leasehold improvements	5-20		234,287		233,300
Total, at cost			2,608,932		2,512,515
Less accumulated depreciation and amortization			1,647,579		1,541,602
Total		$	961,353	$	970,913

XML

Lease Commitments (Tables)

12 Months Ended

Dec. 30, 2023

Leases [Abstract]

Schedule of Lease Costs

	52 Weeks Ended		53 Weeks Ended		52 Weeks Ended
(amounts in thousands)		December 30, 2023		December 31, 2022		December 25, 2021
Operating lease cost	$	47,187	$	48,289	$	45,435
Variable lease cost		11,335		11,221		10,875
Lease or sublease income		(10,210)		(9,744)		(10,055)
Net lease cost	$	48,312	$	49,766	$	46,255

Schedule of Future Minimum Rental Payments

(amounts in thousands)	Leases			Subleases
2024	$	47,918	$	(4,560)
2025		44,439		(3,985)
2026		35,562		(3,121)
2027		27,515		(2,522)
2028		20,387		(1,710)
Thereafter		33,220		(3,614)
Total Lease Payments	$	209,042	$	(19,513)
Less: Interest		26,038		—
Present value of lease liabilities		183,003		(19,513)

Schedule of weighted-average remaining lease terms and weighted-average discount rates

Lease Term and Discount Rate	December 30, 2023	December 31, 2022	December 25, 2021
Weighted-average remaining lease term	3.63	3.85	4.11
Weighted-average discount rate	3.43%	2.81%	2.73%

Schedule of supplemental cash flow information related to leases

(amounts in thousands)	December 30, 2023	December 31, 2022	December 25, 2021
Cash paid for amounts included in the measurement of operating lease liabilities	48,476	48,744	47,799
Right of use assets obtained in exchange for operating lease liabilities	39,928	27,364	31,663

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Retirement Plans (Tables)

12 Months Ended

Dec. 30, 2023

Retirement Plans [Abstract]

Schedule of Costs of Retirement Plans

(amounts in thousands)	2023		2022		2021
Retirement savings plan		5,882		5,155		3,692
Profit Sharing		—		—		2,450
Deferred compensation plan		821		815		810
Supplemental executive retirement plan		875		709		703
Total	$	7,578	$	6,679	$	7,655

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Revenue Recognition (Tables)

12 Months Ended

Dec. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule Of Sales By Type Of Product

	52 Weeks Ended				53 Weeks Ended				52 Weeks Ending
(amounts in thousands)	December 30, 2023				December 31, 2022				December 25, 2021
Grocery	$	3,921,041	83.5	%	$	3,978,397	84.7	%	$	3,633,023	86.1	%
Pharmacy		527,010	11.2			441,840	9.4			399,128	9.4
Fuel		239,665	5.1			263,265	5.6			183,631	4.3
Manufacturing		9,233	0.2			12,441	0.3			8,635	0.2
Total net sales	$	4,696,950	100.0	%	$	4,695,943	100.0	%	$	4,224,417	100.0	%

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Accumulated Other Comprehensive Income (Tables)

12 Months Ended

Dec. 30, 2023

Equity [Abstract]

Schedule Of Accumulated Other Comprehensive Income

	Unrealized Gains (Losses)
	on Available-for-Sale
(amounts in thousands)	Marketable Securities
Accumulated other comprehensive income (loss) balance as of December 25, 2021	$	1,687
Other comprehensive income (loss)		(8,135)
Net current period other comprehensive income (loss)		(8,135)
Accumulated other comprehensive income (loss) balance as of December 31, 2022	$	(6,449)
Other comprehensive income (loss)		5,255
Net current period other comprehensive income (loss)		5,255
Accumulated other comprehensive income (loss) balance as of December 30, 2023	$	(1,193)

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Income Taxes (Tables)

12 Months Ended

Dec. 30, 2023

Income Taxes

Schedule of Components of Income Tax Expense (Benefit)

(amounts in thousands)	2023		2022		2021
Current:
Federal	$	28,392	$	28,536	$	20,771
State		9,521		7,896		6,374
Deferred:
Federal		955		3,191		8,074
State		4,000		(4,042)		4,239
Total	$	42,868	$	35,581	$	39,458

Schedule of Effective Income Tax Rate Reconciliation

(amounts in thousands)	2023		2022		2021
Income taxes at federal statutory rate	$	30,806	$	33,763	$	31,144
State income taxes, net of federal income tax benefit		9,800		4,700		6,207
Nondeductible employee-related expenses		2,709		2,235		2,530
State deferred rate change		—		(5,462)		-
Other		(448)		345		(423)
Provision for income taxes	$	42,868	$	35,581	$	39,458

Schedule of Deferred Tax Assets and Liabilities

(amounts in thousands)	2023		2022
Deferred tax assets:
Accounts receivable	$	540	$	1,195
Employment incentives		4,855		6,329
Self-insurance liability		9,155		8,717
Postretirement benefit obligations		6,565		5,963
Net operating loss and credit carryforwards		2,153		5,009
Unrecognized tax benefits		1,341		2,869
174 R&D Capitalization		2,307		426
Other		683		675
Total deferred tax assets		27,599		31,183
Deferred tax liabilities:
Inventories		(12,225)		(13,398)
Unrealized gains on marketable securities		(554)		1,280
Prepaids		(6,290)		(5,570)
Depreciation		(126,621)		(124,720)
Total deferred tax liabilities		(145,690)		(142,408)
Net deferred tax liability	$	(118,091)	$	(111,225)

Schedule of Unrecognized Tax Benefits

(amounts in thousands)	2023		2022
Unrecognized tax benefits at beginning of year	$	13,661	$	10,036
Increases based on tax positions related to the current year		—		2,376
Additions for tax positions of prior year		—		1,249
Reductions for tax positions of prior years		(948)		—
Settlements		(6,329)		—
Expiration of the statute of limitations for assessment of taxes		—		—
Unrecognized tax benefits at end of year	$	6,384	$	13,661

XML

Summary of Significant Accounting Policies - Description of Business (Details) - segment	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Number of reportable segments	1	1	1

XML

Summary of Significant Accounting Policies - Definition of Fiscal Year (Details)	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Accounting Policies [Abstract]
Fiscal Period Duration	364 days	371 days	364 days

XML

Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Millions	Dec. 30, 2023	Dec. 31, 2022
Investments [Member]
Cash Equivalents, at Carrying Value [Abstract]
Cash equivalents	$ 118.4	$ 80.5
Consumer Electronic Payments [Member]
Cash Equivalents, at Carrying Value [Abstract]
Cash equivalents	$ 39.7	$ 42.9

XML

Summary of Significant Accounting Policies - Marketable Securities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Marketable Securities [Abstract]
Marketable securities	$ 225,991	$ 186,419
Equity Securities, FV-NI, Unrealized Gain (Loss) [Abstract]
Unrealized gain (loss) on equity securities	$ 275	$ 1,325	$ 900

XML

Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Millions	Dec. 30, 2023	Dec. 31, 2022
Accounts Receivable, after Allowance for Credit Loss [Abstract]
Accounts Receivable, Allowance for Credit Loss	$ 2.0	$ 4.6

XML

Summary of Significant Accounting Policies - Leases (Details)	Dec. 30, 2023
Lessee, Operating Lease, Description [Abstract]
Percentage of facilities under operating leases	49.00%
Maximum [Member]
Lessee, Operating Lease, Description [Abstract]
Lease renewal term	20 years
Minimum [Member]
Lessee, Operating Lease, Description [Abstract]
Lease renewal term	5 years

XML

Summary of Significant Accounting Policies - Goodwill and Intangible Assets - Tabular Disclosure (Details) - USD ($) $ in Thousands	Dec. 30, 2023	Dec. 31, 2022
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Indefinite-lived Intangible Assets (Excluding Goodwill)	$ 15,975	$ 15,899
Finite-Lived Intangible Assets, Net [Abstract]
Finite-Lived Intangible Assets, Gross	3,612	2,566
Finite-Lived Intangible Assets, Accumulated Amortization	1,734	1,433
Finite-Lived Intangible Assets, Net	1,878	1,133
Intangible Assets, Gross (Excluding Goodwill)	19,587	18,465
Intangible Assets, Net (Excluding Goodwill), Total	$ 17,853	$ 17,032

XML

Summary of Significant Accounting Policies - Goodwill and Intangible Assets - Useful Lives (Details)	Dec. 30, 2023
Customer Lists [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years

XML

Summary of Significant Accounting Policies - Goodwill and Intangible Assets - Estimated Amortization Expense (Details) $ in Thousands	Dec. 30, 2023 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024	$ 430
2025	299
2026	265
2027	168
2028	$ 146

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Summary of Significant Accounting Policies - Self-Insurance (Details) $ in Thousands	12 Months Ended
	Dec. 30, 2023 USD ($)
Accounting Policies [Abstract]
Self Insurance, Annual Maximum of Health Claims Liability per Associate	$ 500
Self Insurance, Maximum of Workers Compensation Claims Liability Per Associate Per Claim, Low End of Range	1,000
Self Insurance, Maximum of Workers Compensation Claims Liability Per Associate Per Claim, High End of Range	2,000
Property and Casualty Insurance, Deductible, Low End of Range	250
Property and Casualty Insurance, Deductible, High End of Range	$ 1,000

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Summary of Significant Accounting Policies - Vendor Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Accounting Policies [Abstract]
Cost of Goods Sold, Vendor Allowances	$ 106,900	$ 120,000	$ 100,100
Vendor Paid Cooperative Advertising Credits	3,100	2,900	$ 3,400
Accounts Receivable, Earned Advertising Credits	450	617
Accounts Receivable, Earned Promotional Discounts	8,800	3,500
Unearned Income for Vendor Programs	$ 2,400	$ 3,300

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Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Marketing and Advertising Expense [Abstract]
Advertising expense	$ 24.2	$ 23.7	$ 24.9

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Summary of Significant Accounting Policies - Rental and Commission Income (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Accounting Policies [Abstract]
Commission income	$ 17.6	$ 18.0	$ 18.9

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Marketable Securities - Investment Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Investment Income, Net [Abstract]
Investment income (loss)	$ 9,500	$ 3,800	$ 1,600
Equity Securities, FV-NI, Unrealized Gain (Loss) [Abstract]
Unrealized gain (loss) on equity securities	$ 275	$ 1,325	$ 900

XML

Marketable Securities - Fair Value (Details) - USD ($) $ in Thousands	Dec. 30, 2023	Dec. 31, 2022
Marketable Securities [Abstract]
Equity securities	$ 4,910	$ 5,185
Available-for-sale securities	221,080
Marketable securities	$ 225,991	$ 186,419
Equity Securities, FV-NI, Fair Value by Fair Value Hierarchy Level	us-gaap:FairValueInputsLevel1Member	us-gaap:FairValueInputsLevel1Member
Bonds [Member]
Marketable Securities [Abstract]
Available-for-sale securities	$ 175,272	$ 181,234
Debt Securities, Available-for-Sale, Fair Value by Fair Value Hierarchy Level	us-gaap:FairValueInputsLevel2Member	us-gaap:FairValueInputsLevel2Member
Commercial Paper [Member]
Marketable Securities [Abstract]
Available-for-sale securities	$ 45,808
Debt Securities, Available-for-Sale, Fair Value by Fair Value Hierarchy Level	us-gaap:FairValueInputsLevel2Member

XML

Marketable Securities - Amortized Cost (Details) - USD ($) $ in Thousands	Dec. 30, 2023	Dec. 31, 2022
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Amortized Cost	$ 222,704	$ 190,025
Gross Unrealized Holding Gains	4,929	2,110
Gross Unrealized Holding Losses	(6,553)	(10,901)
Fair Value	221,080
Bonds [Member]
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Amortized Cost	177,972	190,025
Gross Unrealized Holding Gains	3,853	2,110
Gross Unrealized Holding Losses	(6,553)	(10,901)
Fair Value	175,272	$ 181,234
Commercial Paper [Member]
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Amortized Cost	44,732
Gross Unrealized Holding Gains	1,076
Fair Value	$ 45,808

XML

Marketable Securities - Maturities (Details) - USD ($) $ in Thousands	Dec. 30, 2023	Dec. 31, 2022
Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, Amortized Cost, Rolling Maturity [Abstract]
Amortized Cost, Due within one year	$ 93,503
Amortized Cost, Due after one year through five years	77,187
Amortized Cost, Due after five years through ten years	16,308
Amortized Cost, Due after ten years	35,706
Amortized Cost	222,704	$ 190,025
Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, Rolling Maturity, Fair Value [Abstract]
Fair Value, Due within one year	95,188
Fair Value, Due after one year through five years	74,573
Fair Value, Due after five years through ten years	15,351
Fair Value, Due after ten years	35,968
Fair Value	$ 221,080

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Marketable Securities - SERP Investments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Net Investment Income [Line Items]
Investment Income (Loss) and Interest Expense	$ 13,162	$ (82)	$ 5,007
Supplemental Employee Retirement Plan [Member]
Net Investment Income [Line Items]
Investment Income (Loss) and Interest Expense	$ 3,700	$ (3,800)	$ 3,400

XML

Inventories - Tabular Disclosure (Details) - USD ($) $ in Thousands	Dec. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
LIFO	$ 201,683	$ 192,984
Average cost	94,474	100,290
Total	$ 296,157	$ 293,274

XML

Inventories - Additional Information (Details) - USD ($) $ in Millions	Dec. 30, 2023	Dec. 31, 2022
LIFO Method Related Items [Abstract]
Excess of Replacement or Current Costs over Stated LIFO Value	$ 110.3	$ 103.6

XML

Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 2,608,932	$ 2,512,515
Less accumulated depreciation and amortization	1,647,579	1,541,602
Total	961,353	970,913
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	137,784	137,132
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	839,202	828,407
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	1,397,659	1,313,676
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 234,287	$ 233,300
Minimum [Member] | Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	10 years
Minimum [Member] | Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Minimum [Member] | Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	5 years
Maximum [Member] | Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	60 years
Maximum [Member] | Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	12 years
Maximum [Member] | Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	20 years

XML

Lease Commitments - Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Lease, Cost [Abstract]
Operating lease cost	$ 47,187	$ 48,289	$ 45,435
Variable lease cost	11,335	11,221	10,875
Lease or sublease income	(10,210)	(9,744)	(10,055)
Net lease cost	$ 48,312	$ 49,766	$ 46,255

XML

Lease Commitments - Future Minimum Rental Payments (Details) $ in Thousands	Dec. 30, 2023 USD ($)
Leases
2024	$ 47,918
2025	44,439
2026	35,562
2027	27,515
2028	20,387
Thereafter	33,220
Total Lease Payments	209,042
Less: Interest	26,038
Present value of lease liabilities	$ 183,003

XML

Lease Commitments - Future Minimum Sublease and Lease Rental Income (Details) $ in Thousands	Dec. 30, 2023 USD ($)
Lessee, Operating Sublease, Description [Abstract]
2024	$ (4,560)
2025	(3,985)
2026	(3,121)
2027	(2,522)
2028	(1,710)
Thereafter	(3,614)
Total Lease Payments	(19,513)
Less: Interest	26,038
Present value of lease liabilities	$ (19,513)

XML

Lease Commitments - Operating Lease Information (Details)	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Leases [Abstract]
Weighted-average remaining lease term	3 years 7 months 17 days	3 years 10 months 6 days	4 years 1 month 9 days
Weighted-average discount rate	3.43%	2.81%	2.73%

XML

Lease Commitments - Supplemental cash flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 48,476	$ 48,744	$ 47,799
Right of use assets obtained in exchange for operating lease liabilities	$ 39,928	$ 27,364	$ 31,663

XML

Retirement Plans - Tabular Disclosure (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Defined Benefit Plan Disclosure [Line Items]
Defined Contribution Plan, Cost	$ 7,578	$ 6,679	$ 7,655
Retirement Savings Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Contribution Plan, Cost	5,882	5,155	3,692
Profit Sharing [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Contribution Plan, Cost			2,450
Deferred Compensation Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Contribution Plan, Cost	821	815	810
Supplemental Executive Retirement Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Contribution Plan, Cost	$ 875	$ 709	$ 703

XML

Retirement Plans - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Retirement Plans [Abstract]
Employer matching contribution per dollar	$ 0.50
Employer contribution matching, percentage	6.00%
Defined Benefit Plan, Benefit Obligation	$ 3,400,000
Retirement Plans, Accumulated Benefit Obligation	$ 26,700,000	$ 22,700,000
Vesting percentage	100.00%
Service period to be fully vested	3 years
Estimated payments in next year	$ 1,000,000.0

XML

Revenue Recognition - Segments (Details) - segment	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Number of reportable segments	1	1	1

XML

Revenue Recognition - Revenue by Product (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Disaggregation of Revenue [Line Items]
Total net sales	$ 4,696,950	$ 4,695,943	$ 4,224,417
Grocery [Member]
Disaggregation of Revenue [Line Items]
Total net sales	3,921,041	3,978,397	3,633,023
Pharmacy [Member]
Disaggregation of Revenue [Line Items]
Total net sales	527,010	441,840	399,128
Fuel, Product [Member]
Disaggregation of Revenue [Line Items]
Total net sales	239,665	263,265	183,631
Manufacturing [Member]
Disaggregation of Revenue [Line Items]
Total net sales	$ 9,233	$ 12,441	$ 8,635

XML

Revenue Recognition - Concentration Risk (Details)	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Product Information [Line Items]
Concentration risk (as a percent)	100.00%	100.00%	100.00%
Grocery [Member] | Revenue from Contract with Customer Benchmark [Member] | Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk (as a percent)	83.50%	84.70%	86.10%
Pharmacy [Member] | Revenue from Contract with Customer Benchmark [Member] | Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk (as a percent)	11.20%	9.40%	9.40%
Fuel, Product [Member] | Revenue from Contract with Customer Benchmark [Member] | Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk (as a percent)	5.10%	5.60%	4.30%
Manufacturing [Member] | Revenue from Contract with Customer Benchmark [Member] | Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk (as a percent)	0.20%	0.30%	0.20%

XML

Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive income (loss) balance, Beginning	$ 1,301,834	$ 1,219,742	$ 1,146,115
Other comprehensive income (loss), net of tax	5,255	(8,135)	(1,599)
Accumulated other comprehensive income (loss) balance, Ending	1,374,337	1,301,834	1,219,742
AOCI Attributable to Parent [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive income (loss) balance, Beginning	(6,449)	1,687	3,286
Accumulated other comprehensive income (loss) balance, Ending	(1,193)	(6,449)	1,687
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Parent [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive income (loss) balance, Beginning	(6,449)	1,687
Other comprehensive income (loss)	5,255	(8,135)
Other comprehensive income (loss), net of tax	5,255	(8,135)
Accumulated other comprehensive income (loss) balance, Ending	$ (1,193)	$ (6,449)	$ 1,687

XML

Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Current:
Federal	$ 28,392	$ 28,536	$ 20,771
State	9,521	7,896	6,374
Deferred:
Federal	955	3,191	8,074
State	4,000	(4,042)	4,239
Total	$ 42,868	$ 35,581	$ 39,458

XML

Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Federal tax rate (as a percent)	21.00%	21.00%	21.00%
Effective tax rate (as a percent)	21.00%	21.00%	21.00%
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income taxes at federal statutory rate	$ 30,806	$ 33,763	$ 31,144
State income taxes, net of federal income tax benefit	9,800	4,700	6,207
Nondeductible employee-related expenses	2,709	2,235	2,530
State deferred rate change		(5,462)
Other	(448)	345	(423)
Total	$ 42,868	$ 35,581	$ 39,458

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Income Taxes - Provision (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Effective Income Tax Rate Reconciliation, Percent	29.20%	22.10%	26.60%
Federal tax rate (as a percent)	21.00%	21.00%	21.00%
Provision for income taxes		$ 5.5
Maximum [Member]
Corporate income tax rate (as a percent)		9.99%
Minimum [Member]
Corporate income tax rate (as a percent)		4.99%

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Income Taxes - Income Taxes Paid (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Domestic Tax Authority [Member]
Income Taxes Paid, Net [Abstract]
Income taxes paid	$ 23.0	$ 29.4	$ 20.4
State and Local Jurisdiction [Member]
Income Taxes Paid, Net [Abstract]
Income taxes paid	$ 20.8	$ 8.0	$ 4.4

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Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 30, 2023	Dec. 31, 2022
Deferred tax assets:
Accounts receivable	$ 540	$ 1,195
Employment incentives	4,855	6,329
Self-insurance liability	9,155	8,717
Postretirement benefit obligations	6,565	5,963
Net operating loss and credit carryforwards	2,153	5,009
Unrecognized tax benefits	1,341	2,869
174 R&D Capitalization	2,307	426
Other	683	675
Total deferred tax assets	27,599	31,183
Deferred tax liabilities:
Inventories	(12,225)	(13,398)
Unrealized gains on marketable securities	(554)	1,280
Prepaids	(6,290)	(5,570)
Depreciation	(126,621)	(124,720)
Total deferred tax liabilities	(145,690)	(142,408)
Net deferred tax liability	$ (118,091)	$ (111,225)

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Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits at beginning of year	$ 13,661	$ 10,036
Increases based on tax positions related to the current year	0	2,376
Additions for tax positions of prior year	0	1,249
Reductions for tax positions of prior years	(948)	0
Settlements	(6,329)	0
Expiration of the statute of limitations for assessment of taxes	0	0
Unrecognized tax benefits at end of year	6,384	13,661
Unrecognized tax benefits that would impact effective tax rate	$ 0	$ 3,600	$ 1,700

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Income Taxes - Tax Years Subject to Examination (Details)	12 Months Ended
	Dec. 30, 2023
Earliest Tax Year [Member]
Income Tax Contingency [Line Items]
Open tax year	2018
Latest Tax Year [Member]
Income Tax Contingency [Line Items]
Open tax year	2023

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Income Taxes - Net Operating Loss Carryforwards (Details) $ in Millions	Dec. 30, 2023 USD ($)
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 14

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Long-Term Debt - General Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 30, 2023
Revolving Credit Agreement, Wells Fargo Bank, National Association [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Issuance Date	Sep. 01, 2016
Debt Instrument, Maturity Date	Oct. 01, 2027
Line of Credit Facility, Remaining Borrowing Capacity		$ 22.3
Revolving Credit Agreement, Wells Fargo Bank, National Association, Revolving Credit Facility [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Remaining Borrowing Capacity	$ 30.0
Revolving Credit Agreement, Wells Fargo Bank, National Association, Revolving Credit Facility, Discretionary [Member] | Letter of Credit [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 70.0
Revolving Credit Agreement, Wells Fargo Bank, National Association, Letters of Credit [Member] | Letter of Credit [Member]
Debt Instrument [Line Items]
Amount of facility borrowed		$ 7.7

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Long-Term Debt - Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Interest Expense, Debt [Abstract]
Interest expense	$ 41	$ 32	$ 32

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Schedule II - Valuation and Qualifying Accounts (Details) - SEC Schedule, 12-09, Allowance, Credit Loss [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Period	$ 4,577	$ 3,451	$ 2,427
Charged to Costs and Expenses	73	2,489	2,986
Charged to Accounts	0	0	0
Deductions	2,609	1,363	1,962
Balance at End of Period	$ 2,041	$ 4,577	$ 3,451

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Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 25, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ 103,828	$ 125,196	$ 108,849

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N-2	12 Months Ended
	Dec. 30, 2023
Cover [Abstract]
Entity Central Index Key	0000105418
Amendment Flag	false
Securities Act File Number	1-5039
Document Type	10-K
Entity Registrant Name	WEIS MARKETS, INC
Entity Address, Address Line One	1000 S. Second Street
Entity Address, Address Line Two	P. O. Box 471
Entity Address, City or Town	Sunbury
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17801-0471
City Area Code	570
Local Phone Number	286-4571
Entity Well-known Seasoned Issuer	No
Entity Emerging Growth Company	false