WEIS MARKETS, INC. SHARE PURCHASE AGREEMENT

Rhea-AI Summary

Weis Markets announced a significant share repurchase transaction on June 6, 2025, acquiring 2,153,846 shares of common stock for $140 million ($65 per share) from The Patricia R. Weis Marital Trust and The Patricia G. Ross Weis Revocable Trust. The purchase price represents discounts ranging from 8.4% to 15.6% compared to various trading price averages. The transaction was primarily initiated to help the sellers meet estate tax obligations for Patricia R. Weis's estate. Post-transaction, the Weis Family maintains significant control with approximately 61% ownership of outstanding common stock. The company funded the purchase through cash reserves and proceeds from marketable securities sales. The deal was approved by independent directors and received a fairness opinion from Kroll, LLC.

Positive

• Strategic share repurchase at significant discounts (8.4-15.6%) below market prices
• Company maintains strong liquidity position with ability to fund $140M purchase through cash and securities
• Weis family maintains controlling interest (61%) showing continued commitment to company
• Transaction approved by independent directors with fairness opinion from Kroll LLC

Negative

• Significant cash outlay of $140 million reduces company's available cash reserves
• Large block transaction could impact stock's trading liquidity
• Transaction primarily benefits Weis family members for estate tax purposes rather than all shareholders equally

Insights

Corporate Finance Analyst

Weis Markets repurchased $140M in family shares at 12.3% discount to fund estate taxes while Weis family maintains control.

Weis Markets has executed a $140 million share repurchase from trusts affiliated with the Weis family, acquiring 2,153,846 shares at approximately $65.00 per share. This represents a substantial 12.3% discount to the previous day's closing price, creating immediate accretive value for remaining shareholders. The transaction was strategically structured to help the selling trusts satisfy estate tax obligations for Patricia R. Weis while maintaining the Weis family's controlling interest of approximately 61% of outstanding shares.

The deal's pricing is particularly noteworthy, reflecting discounts across multiple timeframes: 15.6% to the 30-day volume weighted average price (VWAP), 12.8% to the 180-day VWAP, and 8.4% to the 1-year VWAP. This graduated discount structure suggests fair valuation that balances immediate market conditions with longer-term price stability.

The company's financing approach - using cash on hand and liquidating marketable securities rather than taking on debt - indicates a strong liquidity position and conservative financial management. This transaction reduces the company's outstanding share count, which should mathematically increase earnings per share, assuming stable operational performance.

Proper governance protocols were followed, with a special committee of independent directors overseeing the process, Jonathan Weis appropriately recusing himself, and the engagement of independent financial and legal advisors providing fairness opinions. This structural approach helps mitigate potential conflicts of interest in related-party transactions and demonstrates commitment to proper corporate governance despite family control.

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

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

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

About Weis Markets

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

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

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SOURCE Weis Markets

FAQ

How many shares did Weis Markets (WMK) repurchase in the June 2025 transaction?

Weis Markets repurchased 2,153,846 shares of common stock in the transaction.

What was the total value and per-share price of WMK's June 2025 share repurchase?

The total transaction value was $140 million, with a per-share price of approximately $65.00.

What discount did Weis Markets pay compared to market price?

The $65 per share purchase price represented discounts ranging from 8.4% to 15.6% compared to various trading averages, with the largest discount being 15.6% to the 30-day volume weighted average price.

Why did the Weis family trusts sell shares to WMK?

The trusts sold shares primarily to satisfy estate tax obligations of Patricia R. Weis's estate.

What percentage of Weis Markets stock does the Weis family own after the transaction?

After the transaction, the Weis family remains owners of approximately 61% of the outstanding common stock.