STOCK TITAN

Weis Markets (NYSE: WMK) delays 10-K, flags up to $22M inventory error

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Weis Markets, Inc. reported that it is delaying its Annual Report on Form 10-K for the fiscal year ended December 27, 2025 while it completes a review and restatement of historical financial statements tied to incorrectly recorded overstated inventory amounts.

The company currently estimates the inventory overstatement is up to $22 million as of the quarter ended September 27, 2025, representing about 6.7% of inventories within current assets and about 1.1% of total assets. These figures are preliminary and may change in the final restatement.

Weis Markets expects to file the 10-K, including all required restated financial statements, no later than March 12, 2026, though the timing may be further delayed. The company also disclosed preliminary unaudited results showing net sales and other revenue of $4.96 billion for fiscal 2025, up from $4.79 billion a year earlier, an increase of 3.5%. Comparable store sales excluding fuel rose 2.1% year over year and 4.0% on a two-year stacked basis.

Positive

  • None.

Negative

  • 10-K delay and financial restatement: The company is postponing its Form 10-K and restating historical financial statements due to incorrectly recorded overstated inventory amounts, introducing accounting uncertainty until the revised statements are filed.
  • Preliminary inventory misstatement up to $22 million: As of the quarter ended September 27, 2025, management estimates inventory overstatements of up to $22 million, or about 6.7% of inventories and 1.1% of total assets, with final adjustments still uncertain.

Insights

Delay and restatement for inventory errors create accounting overhang.

Weis Markets is postponing its Form 10-K while it restates prior financial statements for incorrectly recorded overstated inventory amounts. The company currently estimates the impact at up to $22 million as of the quarter ended September 27, 2025, affecting both inventories and total assets.

The estimated misstatement equals about 6.7% of inventories within current assets and 1.1% of total assets, which indicates a notable but balance-sheet-limited issue. Management emphasizes that these adjustments are preliminary, and the final restatement could differ, adding uncertainty until the audit work is completed and disclosed.

The company targets filing the restated 10-K by March 12, 2026, while noting this date could slip. Alongside the accounting review, preliminary unaudited figures show net sales and other revenue of $4.96 billion for fiscal 2025 versus $4.79 billion in 2024, a 3.5% increase, with comparable store sales excluding fuel also growing.

0000105418false00001054182026-02-252026-02-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): February 25, 2026

WEIS MARKETS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

(State or other jurisdiction of incorporation)

1-5039

24-0755415

(Commission File Number)

(IRS Employer Identification No.)

1000 South Second Street

Sunbury, PA

17801

(Address of principal executive offices)

(Zip Code)

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:

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))

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

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.

Item 8.01 Other Events.

On February 25, 2026, Weis Markets, Inc. (the “Company”) issued a news release announcing that it is delaying the filing of its Annual Report on Form 10-K for the 52-week fiscal year ended December 27, 2025. The filing is delayed because the Company requires additional time to complete a review and analysis of the impact to, and associated restatement of, its historical financial statements related to the incorrect recording of certain overstated inventory amounts, as previously disclosed in Item 4.02 of its Current Report on Form 8-K dated February 20, 2026. The Company continues to work diligently to complete the remaining review and restatement procedures. The Company expects to file its Annual Report on Form 10-K for the 52-week fiscal year ended December 27, 2025, including all required restated financial statements, no later than March 12, 2026; however, the timing of the filing may be subject to further delay, and the Company cannot provide assurance regarding the definitive filing date while this work remains in progress.

A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 – Weis Markets, Inc. Press Release dated February 25, 2026

104 – Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

WEIS MARKETS, INC.

By: /s/ Michael T. Lockard

Name: Michael T. Lockard

Title: Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Dated: February 25, 2026

Exhibit 99.1

Graphic

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact:

Dennis Curtin

Weis Markets, Inc.

570-847-3636

dennis.curtin@weismarkets.com

WEIS MARKETS, INC. REPORTS DELAY OF ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 27, 2025

Sunbury, PA (February 25, 2026) – Weis Markets, Inc. (NYSE: WMK) (the “Company”) today announced that it will delay the filing of its Annual Report on Form 10-K for the 52-week fiscal year ended December 27, 2025. The filing is delayed because the Company requires additional time to complete a review and analysis of the impact to, and associated restatement of, its historical financial statements related to the incorrect recording of certain overstated inventory amounts. The Company continues to work diligently to complete the remaining review and restatement procedures. The Company expects to file its Annual Report on Form 10-K for the 52-week fiscal year ended December 27, 2025, including all required restated financial statements, no later than March 12, 2026; however, the timing of the filing may be subject to further delay, and the Company cannot provide assurance regarding the definitive filing date while this work remains in progress.

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. 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.

In the interest of providing shareholders with relevant and timely information, the Company is disclosing certain preliminary unaudited net sales results. Net sales and other revenue totaled $4.96 billion for the 52-week fiscal year ended December 27, 2025, compared with $4.79 billion for the 52-week fiscal year ended December 28, 2024, an increase of 3.5 percent. Fiscal year 2025 comparable store sales excluding fuel increased 2.1 percent on an individual year-over-year basis and increased 4.0 percent on a two-year stacked basis.

###


About Weis Markets 

Founded in 1912, Weis Markets, Inc. is a Mid Atlantic food retailer operating 203 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. Management is also providing a two-year stacked comparable store sales analysis, a non-GAAP measure, because Management believes this metric is useful to investors and analysts. It is not recommended that the two-year-stacked analysis be considered a substitute for the Company’s operating results as reported in accordance with GAAP.


FAQ

Why is Weis Markets (WMK) delaying its 2025 Form 10-K filing?

Weis Markets is delaying its 2025 Form 10-K to complete a review and restatement of historical financial statements related to incorrectly recorded overstated inventory amounts. Management needs additional time to finalize this analysis before issuing audited results and the full annual report.

How large is the estimated inventory overstatement at Weis Markets (WMK)?

The company currently estimates the incorrect recording of overstated inventory at up to $22 million as of the quarter ended September 27, 2025. This preliminary amount represents about 6.7% of inventories within current assets and approximately 1.1% of total assets on the consolidated balance sheet.

When does Weis Markets (WMK) expect to file its delayed 2025 Form 10-K?

Weis Markets expects to file its Annual Report on Form 10-K for the fiscal year ended December 27, 2025, including all required restated financial statements, no later than March 12, 2026. The company cautions that this timing may be subject to further delay while work continues.

What preliminary 2025 net sales did Weis Markets (WMK) disclose?

Management disclosed preliminary unaudited net sales and other revenue of $4.96 billion for the 52-week fiscal year ended December 27, 2025. This compares with $4.79 billion for the prior 52-week fiscal year ended December 28, 2024, representing a 3.5 percent year-over-year increase.

How did Weis Markets’ (WMK) 2025 comparable store sales perform?

For fiscal 2025, comparable store sales excluding fuel increased 2.1 percent on a year-over-year basis. On a two-year stacked basis, comparable store sales excluding fuel increased 4.0 percent, providing additional context for underlying sales trends during the period of the inventory review.

Will the final Weis Markets (WMK) restatement match the current inventory estimates?

The company states that its current inventory overstatement estimates are preliminary and could change. While management expects to report these estimated adjustments, it notes there can be no assurance that the final restatement adjustments will not differ materially from current estimates once the review is completed.

Filing Exhibits & Attachments

4 documents
Weis Markets

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WMK Stock Data

1.77B
13.54M
Grocery Stores
Retail-grocery Stores
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United States
SUNBURY