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UNITED STATES
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
(Amendment No. 1)
☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.
For the fiscal year ended July 26, 2025
or
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
COMMISSION FILE NUMBER: 0-33360
VILLAGE SUPER MARKET, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| New Jersey | | 22-1576170 |
| (State or other jurisdiction of incorporation or organization) | | (I. R. S. Employer Identification No.) |
| | | | | |
733 Mountain Avenue, Springfield, New Jersey 07081 |
| (Address of principal executive offices) (Zip Code) |
| | | | | |
Registrant’s telephone number, including area code: (973) 467-2200 |
| | | | | |
| Securities registered pursuant to Section 12(b) of the Act: |
| | | | |
| Class A common stock, no par value | | VLGEA | | The NASDAQ Stock Market |
| (Title of Class) | (Trading Symbol) | (Name of exchange on which registered) |
| | | | |
| 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 ý
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 ý
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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ý No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§299.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
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.
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Large accelerated filer ☐ | | Accelerated filer ☒ |
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Non-accelerated filer ☐ (Do not check if a smaller reporting company) | | 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. ý
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 Exchange Act). Yes ☐ No ý
The aggregate market value of the Class A common stock of Village Super Market, Inc. held by non-affiliates was approximately $285.0 million and the aggregate market value of the Class B common stock held by non-affiliates was approximately $0.3 million based upon the closing price of the Class A shares on the NASDAQ on January 25, 2025, the last business day of the second fiscal quarter. There are no other classes of voting stock outstanding.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of latest practicable date.
| | | | | |
| Outstanding at |
| Class | October 9, 2025 |
| | |
| Class A common stock, no par value | 10,629,425 Shares |
| Class B common stock, no par value | 4,125,045 Shares |
DOCUMENTS INCORPORATED BY REFERENCE
Information contained in the 2025 definitive Proxy Statement to be filed with the Commission and delivered to security holders in connection with the Annual Meeting scheduled to be held on December 12, 2025 are incorporated by reference into this Form 10-K at Part II, Item 5 and Part III.
EXPLANATORY NOTE
Village Super Market, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to amend and restate Part IV, Item 15, of the Annual Report on Form 10-K for the fiscal year ended July 26, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on October 9, 2025 (the "Original Form 10-K"), to include include certain exhibits in Part IV, Item 15 that were inadvertently omitted from the Original Form 10-K. Accordingly, Part IV of the Original Form 10-K is hereby amended and restated as set forth herein.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act.
Except as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the Original Form 10-K, and this Form 10-K/A does not modify, amend or update in any way any previously reported financial or other information contained in the Original Form 10-K. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and other filings of Village Super Market, Inc. with the SEC.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
| | | | | | | | |
| (a)(1) | Financial Statements: |
| | Consolidated Balance Sheets – July 26, 2025 and July 27, 2024 |
| | Consolidated Statements of Operations - years ended July 26, 2025 and July 27, 2024 |
| | Consolidated Statements of Comprehensive Income - years ended July 26, 2025 and July 27, 2024 |
| | Consolidated Statements of Shareholders' Equity – years ended July 26, 2025 and July 27, 2024 |
| | Consolidated Statements of Cash Flows - years ended July 26, 2025 and July 27, 2024 |
| | Notes to consolidated financial statements |
| | Report of Independent Registered Public Accounting Firm (KPMG LLP, Short Hills, NJ, Auditor Firm ID: 185) |
| (a)(2) | Financial Statement Schedules: |
| | All schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or the notes hereto. |
| (a)(3) | Exhibits |
| | 3.1 | Certificate of Incorporation* |
| | 3.2 | By-laws* |
| | 4.1 | Credit Agreement dated May 6, 2020* |
| 4.2 | First Amendment to Credit Agreement dated September 1, 2020* |
| 4.3 | Amended and Restated Credit Agreement dated January 28, 2022* |
| 4.4 | First Amendment to Amended and Restated Credit Agreement dated September 1, 2022* |
| 4.5 | Second Amendment to Amended and Restated Credit Agreement dated January 27, 2023* |
| 4.6 | Third Amendment to Amended and Restated Credit Agreement dated April 21, 2025* |
| 4.10 | Revolving Credit Note dated May 6, 2020* |
| 4.11 | Revolving Amended and Restated Revolving Credit Note dated September 1, 2020* |
| 4.12 | Joinder to Revolving Amended and Restated Revolving Credit Note dated September 1, 2020* |
| 4.13 | Term Loan Note dated May 12, 2020* |
| 4.14 | Joinder to Term Loan Note dated May 12, 2020* |
| 4.15 | Converted Term Loan Note dated September 1, 2020* |
| 4.16 | Joinder to Converted Term Loan Note dated September 1, 2020* |
| 4.17 | Term Loan Note dated January 28, 2022* |
| 4.18 | Term Loan Note dated September 1, 2022* |
| 4.19 | Term Loan Note dated January 27, 2023* |
| | 10.1 | Wakefern By-Laws* |
| | 10.2 | Stockholders Agreement dated February 20, 1992 between the Company and Wakefern Food Corp.* |
| | 10.7 | Supplemental Executive Retirement Plan* |
| | 10.8 | 2004 Stock Plan* |
| | 10.9 | 2010 Stock Plan* |
| | 10.10 | 2016 Stock Plan* |
| | 10.11 | 42-Month Adjustable Rate Promissory Note* |
| | 10.12 | 42-Month Adjustable Rate Promissory Note* |
| | 10.13 | 60-Month Adjustable Rate Promissory Note* |
| | 10.14 | 60-Month Adjustable Rate Promissory Note* |
| 10.15 | 60-Month Adjustable Rate Promissory Note* |
| 10.16 | 60-Month Adjustable Rate Promissory Note* |
| 10.17 | 60-Month Adjustable Rate Promissory Note* |
| | | | | | | | |
| 10.18 | 60-Month Adjustable Rate Promissory Note dated August 15, 2022* |
| 10.19 | 60-Month Adjustable Rate Promissory Note dated August 15, 2022* |
| 10.20 | 60-Month Adjustable Rate Promissory Note dated August 15, 2022* |
| 10.21 | 60-Month Adjustable Rate Promissory Note dated September 28, 2022* |
| 10.22 | 60-Month Adjustable Rate Promissory Note dated September 28, 2022* |
| 10.23 | 60-Month Adjustable Rate Promissory Note dated September 28, 2022* |
| 10.24 | 60-Month Adjustable Rate Promissory Note dated September 28, 2022* |
| 10.25 | 60-Month Adjustable Rate Promissory Note dated September 28, 2022* |
| 10.26 | 60-Month Adjustable Rate Promissory Note dated September 28, 2022* |
| | 14 | Code of Ethics* |
| | 21 | Subsidiaries of Registrant* |
| | 23 | Consent of KPMG LLP* |
| | 31.1 | Certification* |
| | 31.2 | Certification* |
| 31.3 | Certification |
| 31.4 | Certification |
| | 32.1 | Certification (furnished, not filed)* |
| | 32.2 | Certification (furnished, not filed)* |
| 97 | Village Super Market, Inc. Policy on Incentive-Based Compensation Recovery |
| 99.1 | Earnings Release* |
| | 101 INS | XBRL Instance Document* |
| | 101 SCH | XBRL Schema Document* |
| | 101 CAL | XBRL Calculation Linkbase Document* |
| | 101 DEF | XBRL Definition Linkbase Document* |
| | 101 LAB | XBRL Labels Linkbase Document* |
| | 101 PRE | XBRL Presentation Linkbase Document* |
| | | The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. |
| | | | | |
| | * The following exhibits are incorporated by reference from the following previous filings: |
| | |
| Form 10-K filed on October 9, 2025: 14, 21, 23, 31.1, 31.2, 32.1, 32.2, 99.1 |
| Form 10-Q filed on June 4, 2025: 4.6 |
| Form 10-K for 2024: 10.1 |
| Form 10-Q filed on March 8, 2023: 4.5, 4.19 |
| Form 10-K for 2022: 4.4, 4.18, 10.18, 10.19, 10.20, 10.21, 10.22, 10.23, 10.24, 10.25, 10.26 |
| Form 10-Q filed on March 10, 2022: 4.3, 4.12, 4.14, 4.16, 4.17 |
| Form 8-K filed on May 13, 2020: 4.1, 4.10, 4.13 |
| Form 8-K filed on September 8, 2020: 4.2, 4.11, 4.15 |
| Form 10-K for 2017: 3.1, 10.2, 10.15, 10.16, 10.17 |
| | DEF 14A Proxy Statement filed October 31, 2016: 10.10 |
| Form 10-K for 2014: 10.7 |
| | Form 10-Q for April 2014: 10.11, 10.12, 10.13, 10.14 |
| | DEF 14A Proxy Statement filed November 1, 2010: 10.9 |
| Form 10-K for 2004: 3.2 |
| | DEF 14A proxy statement filed October 25, 2004: 10.8 |
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.
| | | | | | | | | | | |
| | | VILLAGE SUPER MARKET, INC. | |
| | | | |
| | By: | /s/ John J. Sumas | /s/ John Van Orden |
| | | John J. Sumas | John Van Orden |
| | | Chief Executive Officer | Chief Financial Officer |
| | | |
| | | | |
| Date: November 6, 2025 | |
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 dates indicated:
| | | | | | | | |
| | /s/ Robert P. Sumas | /s/ Steven Crystal |
| | Robert P. Sumas, Director | Steven Crystal, Director |
| | November 6, 2025 | November 6, 2025 |
| | | |
| | /s/ John P. Sumas | /s/ Stephen Rooney |
| | John P. Sumas, Director | Stephen Rooney, Director |
| | November 6, 2025 | November 6, 2025 |
| | | |
| | /s/ John J. Sumas | /s/ Perry J. Blatt |
| | John J. Sumas, Director | Perry J. Blatt, Director |
| | November 6, 2025 | November 6, 2025 |
| | | |
| | /s/ Nicholas J. Sumas II | /s/ Prasad Pola |
| | Nicholas J. Sumas II, Director | Prasad Pola, Director |
| | November 6, 2025 | November 6, 2025 |
| | | |
| | /s/ Kevin Begley | /s/ Luigi Perri |
| | Kevin Begley, Director | Luigi Perri, Controller (Principal Accounting Officer) |
| | November 6, 2025 | November 6, 2025 |
| | | |
| | /s/ John L. Van Orden | |
| | John L. Van Orden, Chief Financial Officer | |
| | November 6, 2025 | |
