[8-K] WEIS MARKETS INC Reports Material Event

Rhea-AI Filing Summary

Weis Markets, Inc. is warning that its previously issued financial statements for year-end 2022, 2023 and 2024 and for the first three quarters of 2025 should no longer be relied upon. The change follows an inventory issue at a single meat product manufacturing plant.

The company’s preliminary estimate is that inventory was overstated by up to $22 million as of the quarter ended September 27, 2025, representing about 6.7% of inventories within current assets and 1.1% of total assets. The adjustment would not affect net sales but will require restating the affected periods.

Weis Markets’ Audit Committee, with management, its independent auditor RSM and outside legal counsel, is investigating the matter and assessing its impact on internal control over financial reporting.

Insights

Equity analyst

Restatement risk emerges from a concentrated inventory error.

Weis Markets has determined that multiple years of audited and interim financial statements should not be relied on because of an inventory overstatement at one meat product manufacturing plant. The issue affects reports covering year-end 2022 through the third quarter of 2025.

The company currently estimates up to $22 million of overstated inventory as of the quarter ended September 27, 2025, equal to about 6.7% of inventories within current assets and 1.1% of total assets. Management indicates that net sales are not impacted, pointing to a balance sheet and margin-related issue rather than revenue recognition.

The Audit Committee, with outside counsel and RSM US LLP, is continuing its investigations and evaluating internal control over financial reporting. The extent of earnings revisions and any control conclusions will become clearer in forthcoming restated filings, so investors will need to reassess profitability trends once those are available.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): February 20, 2026 (February 19, 2026)

WEIS MARKETS, INC.

(Exact name of registrant as specified in its charter)

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Pennsylvania

(State or other jurisdiction of incorporation)

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1-5039	​	24-0755415
(Commission File Number)	​	(IRS Employer Identification No.)
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1000 South Second Street	​	​
Sunbury, PA	​	17801
(Address of principal executive offices)	​	(Zip Code)

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Registrant's telephone number, including area code: (570) 286-4571

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the act:

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Title of each class	Trading symbol	Name of exchange on which registered
Common stock, no par value	WMK	New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

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On February 19, 2026, the Audit Committee of the Board of Directors of Weis Markets, Inc. (the “Company”), in consultation with Company management and the Company’s independent registered public accounting firm, RSM US LLP (“RSM”), concluded that the Company’s previously issued audited consolidated financial statements as of December 28, 2024 and December 30, 2023 and for the years ended December 28, 2024, December 30, 2023, and December 31, 2022 included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024 (the “2024 Annual Report”), and the Company’s unaudited condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2025 (the “Q1 2025 Quarterly Report”), the quarter ended June 28, 2025 (the “Q2 2025 Quarterly Report”) and the quarter ended September 27, 2025 (the “Q3 2025 Quarterly Report” and together with the Q1 2025 Quarterly Report, the Q2 2025 Quarterly Report, and the 2024 Annual Report, the “Reports” and all financial statements included in the Reports, collectively the “Affected Financials”) should no longer be relied upon. The Audit Committee further concluded that any previously issued or filed reports, press releases, earnings releases and investor presentations or other communications describing the Company’s consolidated financial statements and other related financial information covering the periods described in the Affected Financials should also no longer be relied upon.

In connection with its annual audit, the Company was informed through established third-party provided protocols of a reported concern on February 9, 2026 indicating that certain inventory amounts related to a single meat product manufacturing plant may have been overstated in the Affected Financials. The reported concern was assessed for validity, after which the appropriate members of Company management initiated an internal investigation with oversight by the Audit Committee. Given the nature and potential significance of the reported concern, the Audit Committee also engaged outside legal counsel to conduct a separate investigation and report findings directly to the Audit Committee. Collectively, the preliminary results of the internal and independent investigations informed the conclusions reached by the Audit Committee on February 19, 2026.

At this time, the Company estimates that the incorrect recording of overstated inventory is up to $22 million as of the quarter ended September 27, 2025 which is an aggregation of an error that accumulated over multiple reporting periods. As of the quarter ended September 27, 2025, the aggregated estimate amount represents approximately 6.7% of Inventories within Current Assets and approximately 1.1% of Total Assets on the Consolidated Balance Sheet. The adjustment required to correct the overstated inventory amounts would not affect net sales. These estimated adjustments are preliminary, and while the Company currently expects to report such estimated adjustments, there can be no assurance that the final adjustments made as part of any restatement will not differ materially from these estimates. The Company is unable at this time to estimate the timing for completion of the filing of any restatements of financial statements for the periods included in the Affected Financials. The Company is also evaluating the impact of this matter on internal controls over financials reporting.

The Audit Committee and the Company have discussed these matters with RSM.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	​	WEIS MARKETS, INC.
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​	​	By: /s/ Michael T. Lockard
​	​	Name: Michael T. Lockard
​	​	Title: Senior Vice President, Chief Financial Officer and Treasurer
​	​	(Principal Financial Officer)
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Dated: February 20, 2026	​	​

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FAQ

What did Weis Markets (WMK) announce regarding its financial statements?

Weis Markets announced that its audited financial statements for 2022–2024 and unaudited statements for the first three quarters of 2025 should no longer be relied upon. This follows the discovery of an inventory overstatement related to a single meat product manufacturing plant and will require restatements.

How large is the inventory error disclosed by Weis Markets (WMK)?

Weis Markets currently estimates an inventory overstatement of up to $22 million as of the quarter ended September 27, 2025. That amount equals roughly 6.7% of inventories within current assets and about 1.1% of total assets on its consolidated balance sheet for that date.

Which periods of Weis Markets (WMK) financials are affected by the restatement?

The affected periods include audited consolidated financial statements as of December 28, 2024 and December 30, 2023, and for years 2022–2024, plus unaudited quarterly statements for March 29, 2025, June 28, 2025, and September 27, 2025. All related communications for these periods are also impacted.

Will Weis Markets’ (WMK) reported net sales change due to the inventory issue?

The company states that adjustments required to correct the overstated inventory amounts would not affect net sales. The issue instead relates primarily to balance sheet figures and related metrics, though final adjustments from any restatement could differ from the current preliminary inventory estimate.

How is Weis Markets (WMK) investigating the inventory overstatement?

Company management initiated an internal investigation overseen by the Audit Committee after receiving a reported concern on February 9, 2026. The Audit Committee also engaged outside legal counsel to conduct a separate review, and it has discussed the matter with the company’s independent auditor, RSM US LLP.

What does the Weis Markets (WMK) filing say about internal controls?

Weis Markets indicates it is evaluating the impact of the inventory overstatement on internal control over financial reporting. This review is occurring alongside the investigations supervised by the Audit Committee and could influence future disclosures about the effectiveness of those controls.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 14.9 KB
• EX-101 EX-101.PRE 9.4 KB