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ITEM 1A. RISK FACTORS
As of the date of this report, no cybersecurity incident has had a material adverse effect on our business, financial condition or results of operations. However, we recognize that no information system can be fully protected from cybersecurity threats. Although Village maintains insurance that may cover liabilities arising from certain disruptions, security breaches and other cybersecurity incidents, there can be no assurance that such coverage will be sufficient to fully compensate Village for any resulting losses.Our Board of Directors is responsible for providing oversight and strategic guidance to management to support the long-term interests of Village'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. 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. Villages' cybersecurity risk management is managed by Village's Information Technology organization led by the Vice President of Information Technology . In order to effectively manage risks to information systems that support the members of the cooperative, Wakefern maintains an Information Security Organization led by its Chief Information Officer and its Director of Cybersecurity. Wakefern has a Security Incident Response Plan and Village coordinates with Wakefern on all cyber incidents. Wakefern engages regularly with a range of third-party experts, including consultants, cyber experts and others to test and evaluate its systems, including annual penetration testing. Where possible, these findings are then provided to leadership within the cooperative both in a quarterly Information Security update and an annual Cyber Risk update to enable management to leverage insights and specialized knowledge to make informed decisions regarding Village's cyber strategies, processes and risk exposure.
An investment in our common stock involves risks and uncertainties. The following risk factors should be considered carefully, together with the other information included in this Annual Report on Form 10-K and the forward-looking statements contained herein. Any of the following risks could materially adversely affect our business, financial condition, results of operations, cash flows, liquidity, prospects and the trading price of our common stock. Additional risks and uncertainties that are not currently known to us, or that we currently deem immaterial, may also adversely affect our business.
Risks Related to General Economic Conditions
Adverse economic conditions could reduce customer spending and negatively impact our operating results.
Our business is affected by economic and market conditions beyond our control, including inflation; recessions; interest rate fluctuations; commodity, fuel and energy costs; employment levels and wage rates; consumer debt levels; the availability of consumer credit and government assistance programs; housing and financial market conditions; taxation, trade policies and tariffs; geopolitical events; acts of terrorism; military conflicts; man-made or natural disasters, including pandemic diseases; and adverse weather conditions. Unfavorable economic conditions may reduce consumer purchasing power, cause customers to limit discretionary spending or increase demand for lower-margin products and promotional offerings. These factors could adversely affect our sales, profitability, financial condition and cash flows.
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Inflationary pressures and other increases in operating costs may materially adversely affect our business and profitability.
We are subject to increases in product costs, labor costs, employee healthcare expenses, utility expenses, transportation expenses, property taxes, insurance costs, technology expenditures and other operating expenses. While we may seek to offset increases in these costs through pricing actions, cost reductions and operational efficiencies, our ability to do so may be limited by competitive pressures. In addition, we experience inventory losses, or "shrink," resulting from theft, including organized retail crime, as well as damage, spoilage, administrative error and fraud. Theft and organized retail crime have increased across the retail industry in recent years, and our efforts to reduce shrink, including investments in security personnel, technology and other loss-prevention measures, may increase our operating costs and may not be successful. Continued inflationary pressures, increases in shrink or disruptions in economic conditions could reduce consumer purchasing power, alter consumer spending patterns and negatively impact our sales, margins and profitability.
Risks Related to the Grocery Industry
We operate in a highly competitive industry and may be unable to compete effectively.
The grocery industry is highly competitive and characterized by narrow profit margins. We compete directly with multiple retail formats both in-store and online, including, but not limited to, national, regional and local supermarket chains, warehouse clubs, supercenters, pharmacies, discount retailers, dollar stores, convenience stores, specialty retailers, online retailers, fast food chains, restaurants and meal delivery services. Some of these competitors have greater financial resources, lower merchandise acquisition costs and lower operating expenses than we do. Competition is based on price, product assortment and quality, store location, convenience, customer service, technology, digital offerings and promotional programs. The operating environment continues to be characterized by aggressive expansion, entry of non-traditional competitors and market consolidation. Evolving customer preferences and the advancement of online, delivery and mobile channels have increased competition in our industry. The emergence of artificial intelligence-powered agentic shopping tools could further disrupt traditional grocery retail. Increased competitive pressures could reduce customer traffic and require responses such as additional promotions, increased advertising, additional capital investment in digital offerings or price reductions, which could adversely affect our profitability, cash flows and results of operations.
Disruptions within the food supply chain could adversely affect our operations and profitability.
Our business depends on the availability of high-quality products from suppliers and distributors. Product shortages, transportation disruptions, labor shortages, vendor financial distress, severe weather events, public health emergencies, geopolitical events, tariffs and trade disruptions, cyber incidents affecting suppliers and other disruptions could negatively affect product availability, increase costs and reduce sales. Current or proposed tariffs on products imported from certain countries may increase commodity prices, and we may be unable to fully pass on such cost increases to customers without adversely affecting sales volume. Many of our products include ingredients such as dairy, proteins, oils, grains and other commodities whose prices can be volatile and can be impacted by geopolitical risks and international trade disputes. Increased fuel and energy costs could also increase our distribution expenses and affect the costs of our suppliers, which may impact our cost of goods. Because many of our products are perishable, prolonged disruptions could have a material adverse effect on our business and operating results.
Food safety incidents, product contamination or product recalls could damage our reputation and adversely affect our business.
We are subject to risks associated with food safety, product quality, contamination, adulteration, mislabeling and product recalls. Actual or perceived food safety issues involving products sold in our stores, including private-label products manufactured by us or for us, could result in lost sales, litigation, regulatory actions, increased costs and damage to our reputation and customer relationships. We source products from vendors and suppliers who may be subject to regulatory actions or face criticism due to actual or perceived labor, environmental, health and safety or ethical sourcing concerns. A disruption in our supply chain due to any regulatory action or such concerns could have an adverse impact on our operations and reputation. Such events may adversely affect our business, financial condition and results of operations.
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Risks Related to our Business, Operations and Strategic Initiatives
Our business is highly dependent on Wakefern. Changes in Wakefern's operations, financial condition or our relationship with Wakefern could adversely affect our business.
We are the second-largest member of Wakefern Food Corporation, a retailer-owned cooperative, from whom we purchase substantially all of our merchandise. Wakefern also provides support services in numerous areas, including advertising, insurance programs, procurement, technology, financial systems, coupon processing and other operational services. Our ability to compete effectively depends in part on the purchasing power, technology capabilities, operational support and marketing programs provided through Wakefern.
We also receive patronage dividends and other product incentives from Wakefern and maintain demand deposits and notes receivable with Wakefern. As of July 25, 2026, we held variable rate notes receivable due from Wakefern of $119,290 and demand deposits invested at Wakefern of $111,776. As a result, our business, financial condition and results of operations are significantly influenced by Wakefern's operations and financial performance.
Changes in Wakefern's business practices, membership requirements, governance, strategic initiatives, capital contribution requirements or relationships among member companies could increase our costs or adversely affect our operations. In addition, a reduction in the benefits provided by Wakefern, an increase in the costs of participation, a deterioration in Wakefern's financial condition, the insolvency, withdrawal or failure of other Wakefern members to fulfill their obligations, or the termination or material modification of our relationship with Wakefern could adversely affect our competitive position, profitability, financial condition and results of operations.
In addition, we are currently engaged in litigation with Wakefern. Given the significance of our relationship with Wakefern, adverse developments in this litigation could materially adversely affect our business, competitive position, operations, financial condition and results of operations. See "We are subject to litigation and other legal proceedings" below, Item 3, "Legal Proceedings" and Note 10 to the consolidated financial statements for additional information regarding this litigation.
Our operations are geographically concentrated and are therefore more susceptible to adverse developments affecting our primary markets.
Our stores are located in New Jersey, New York, Pennsylvania and Maryland, with a significant concentration of sales in New Jersey and the New York metropolitan area. Accordingly, we are vulnerable to economic downturns in these states, as well as adverse macroeconomic conditions that may affect the country as a whole. Our stores and other facilities are also concentrated in a region that is susceptible to severe weather events, including hurricanes, tropical storms, nor'easters, flooding, extreme heat and snow and ice storms, the frequency and severity of which may increase as a result of climate change. Such events could cause physical damage to our stores, loss or spoilage of inventory, power outages, temporary store closures, disruptions in the delivery of products to our stores and increased insurance, energy and repair costs. Because of our geographic concentration, a single severe weather event or natural disaster could affect a significant number of our stores at the same time. In addition, climate-related laws and regulations, including those relating to refrigerants and energy usage, may increase our compliance and capital costs. Any adverse development within our operating regions could have a disproportionate impact on our sales, financial condition and operating results.
We may not successfully execute our strategic initiatives.
Our future growth depends on our ability to successfully implement strategic initiatives, including store remodels, expansion projects, digital commerce initiatives, promotional programs, technology upgrades, operational efficiency initiatives and merchandising strategies. These initiatives require significant capital investment and management attention and may not deliver the anticipated results. In addition, many of our stores are located on leased premises. Upon expiration of our leases, we may be unable to renew them on acceptable terms or at all, and we may face increased rent and occupancy costs. We may also be unable to identify and secure suitable locations for new or relocated stores on acceptable terms due to competition for sites, zoning restrictions, real estate costs or other factors, and if we close a leased store, we may remain obligated for rent and other costs under the lease. Failure to successfully execute these initiatives, or to maintain and secure suitable store locations on acceptable terms, could adversely affect our growth prospects and profitability.
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Our success depends on our ability to attract, retain and develop qualified employees. Our inability to maintain adequate employee levels and/or manage labor costs could adversely affect our business and operating results.
Our operations depend upon our ability to attract, train and retain qualified employees, including store associates, management personnel, technology professionals and other skilled workers. As of July 25, 2026, we had approximately 7,100 employees, of which approximately 91% are covered by collective bargaining agreements. Labor shortages, including those resulting from strikes, public health crises or otherwise, could adversely affect our customer service, store operations and financial performance. Furthermore, wage increases, minimum wage legislation, healthcare cost increases, changes in employment laws, paid leave requirements and other labor-related developments may increase our operating expenses and reduce profitability. Our success also depends to a significant degree on the continued contributions of our senior management team and other key employees. The loss of the services of any of these individuals, or our failure to effectively plan for and manage management succession, could disrupt our business and impair our ability to execute our business strategy, and it may be difficult to find qualified replacements with the industry experience and knowledge of our business necessary to succeed them.
We are also exposed to the risk that our employees, contractors or other agents may engage in misconduct or other improper activities, including failing to comply with laws and regulations applicable to our business, such as those governing pharmacy operations and the sale of alcohol and tobacco, failing to report financial or other information accurately, misappropriating cash or inventory, or improperly using or disclosing confidential information, including customer, patient and payment card data. Although we maintain policies, training and controls designed to deter and detect such conduct, these measures may not be effective in all cases. Employee misconduct could result in regulatory sanctions, litigation, financial losses and harm to our reputation, any of which could adversely affect our business, financial condition and results of operations.
Certain of the multi-employer pension plans to which we contribute are underfunded. As a result, we expect that contributions to these plans may increase. Additionally, benefit levels and related items will be issues in the negotiation of our collective bargaining agreements. Under current law, an employer that withdraws or partially withdraws from a multi-employer pension plan may incur a withdrawal liability to the plan, which represents the portion of the plan's underfunding that is allocable to the withdrawing employer under complex actuarial and allocation rules. The failure of a withdrawing employer to fund these obligations can impact remaining employers. The amount of any increase or decrease in our required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations, withdrawals by other participating employers and the actual return on assets held in the plans, among other factors. See Note 9 to the consolidated financial statements for additional information regarding our participation in these plans.
Our insurance and self-insurance programs may not adequately protect us against losses.
We use a combination of insurance and self-insurance to provide for potential liability for workers' compensation, automobile, general liability, property, director and officers' liability, cyber risk and certain employee healthcare benefits. Certain of these insurance programs are through Insure-Rite, a Wakefern affiliated company in which Village has an ownership interest of 9%. For insured losses, we are liable for retention amounts that vary by the nature of the claim, and some losses may not be covered by insurance. Our reserves for self-insured or high deductible programs are based upon assumptions and estimates of future claims development. Actual claims experience may differ materially from these estimates due to factors such as changes in legal claims, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws and insolvency of insurance carriers. If actual claims exceed our reserves or insurance coverage, our operating results and cash flows could be adversely affected.
We may be required to record impairment charges related to our long-lived assets.
Changing economic conditions, increased competition, store underperformance, changing consumer preferences, declining market values or revisions to expected future cash flows could require us to recognize impairment charges related to property and equipment, lease assets, goodwill, trademarks or other long-lived assets. Such charges could materially reduce reported earnings during the period in which they are recognized.
Our Credit Facility contains financial and other covenants that may restrict our operations, and our failure to comply with these covenants could adversely affect our liquidity and financial condition.
We maintain a credit agreement with Wells Fargo (the "Credit Facility"), which contains financial covenants requiring us to maintain a minimum tangible net worth, a minimum fixed charge coverage ratio and a maximum adjusted debt to EBITDAR ratio, as well as other covenants that may limit our ability to incur additional indebtedness, grant liens, make certain
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investments or engage in certain other transactions. Certain term loans under the Credit Facility are secured by certain of our real properties. Our ability to comply with these covenants may be affected by events beyond our control, including adverse economic conditions, increased competition and the other risks described herein. A breach of any of these covenants could result in an event of default, which could permit the lender to accelerate repayment of outstanding indebtedness, terminate its commitments to extend further credit and, with respect to secured term loans, foreclose on the real properties securing such loans. In addition, increases in interest rates would increase our borrowing costs on any variable rate indebtedness, and we may be unable to refinance or extend the Credit Facility on favorable terms or at all when it matures. Any of these events could adversely affect our liquidity, financial condition and results of operations.
Failure to maintain effective internal control over financial reporting, including information technology controls, could adversely affect our ability to accurately report our financial results.
We are required to maintain effective internal control over financial reporting and disclosure controls and procedures. Our control environment is dependent upon the effectiveness of our financial reporting processes and information technology systems, including controls over system access, change management, data integrity, cybersecurity, and the processing and reporting of financial information. Because we rely on Wakefern for certain systems, infrastructure, applications and services that support our operations and financial reporting processes, certain elements of our internal control over financial reporting depend, in part, on the design and operating effectiveness of controls maintained by Wakefern, as well as our ability to appropriately monitor and evaluate those controls.
If our internal controls, including information technology general controls, or those maintained by Wakefern are deficient, circumvented, unavailable, disrupted or otherwise fail to operate effectively, we may be unable to accurately process transactions, safeguard information assets, or prepare timely and reliable financial statements and SEC reports. Any such failure could result in material misstatements of our financial statements, delays in financial reporting, restatements of previously issued financial statements, deficiencies or material weaknesses in internal control over financial reporting, increased audit and compliance costs, regulatory inquiries or enforcement actions, litigation, reputational harm, loss of investor confidence, and a decline in the market price of our Class A common stock.
Risks Related to Information Technology, Cybersecurity and Data Privacy
Our business is dependent on information technology systems and networks. Disruptions to our information technology systems, including systems provided and maintained by Wakefern, could adversely affect our operations.
Our operations depend on information technology systems and related services provided by Wakefern and various third-party vendors, including systems used for merchandising, distribution, inventory management, point-of-sale processing (both in-store and online), financial reporting, communications and other business functions. These systems may be vulnerable to damage, interruption, degradation or failure resulting from power outages, telecommunications disruptions, software or hardware failures, human error, natural disasters, acts of terrorism or other events beyond our control. Because of our dependence on technology infrastructure of others, including Wakefern, any significant disruption affecting such systems or services could impair our ability to operate our stores, process transactions, manage inventory, fulfill customer orders or otherwise conduct business efficiently. Any prolonged interruption could adversely affect our business, financial condition and results of operations.
In addition, rapidly evolving developments relating to artificial intelligence ("AI") and other emerging technologies may increase competitive, operational, legal and cybersecurity risks. Although we utilize AI and machine learning capabilities in our business, competitors and other third parties may adopt these technologies more effectively, which could weaken our competitive position, reduce operational efficiencies or adversely affect our results of operations. To remain competitive, we may need to make significant investments in AI-related technologies and related processes, controls and safeguards. Additionally, evolving laws and regulations governing AI may increase compliance costs and legal risks, and our failure to adapt to new requirements in a timely and cost-effective manner could result in regulatory scrutiny, litigation or reputational harm.
Cybersecurity incidents or data security breaches could result in significant costs, liability and reputational harm.
In the normal course of business, we collect, process, store and transmit proprietary business information and personal information relating to customers, associates and vendors. Our computer systems and those of Wakefern, our contract service providers and other third parties are vulnerable to damage from cyberattacks, malicious intrusion, computer viruses, unauthorized access, data breaches, phishing attacks, ransomware, denial-of-service attacks, natural disasters, terrorism, war and telecommunication or electrical failures. The risks of a security breach or disruption, particularly through cyberattacks or
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cyber intrusion, including by computer hackers, threat actors, personnel (such as through theft, inadvertent mistake or misuse), nation-state-supported actors, sovereign governments and cyber terrorists, have generally increased over time, including for geopolitical reasons and in conjunction with military conflicts and defense activities. AI systems and related technologies could result in an increased risk of cybersecurity threats impacting our information technology systems. Despite the security measures maintained by us and our service providers (including Wakefern) to protect our systems and data, there can be no assurance that such measures will be effective or that a cybersecurity incident will not occur. Although we have network security and cyber liability insurance to provide a level of financial protection should a data breach occur, such insurance may not cover us against all claims or costs associated with such a breach, and we cannot be certain that such insurance will continue to be available to us on economically reasonable terms or at all, or that our insurers will not deny coverage as to any future claim.
A cybersecurity incident could result in the loss, disclosure, corruption or misuse of sensitive information; operational disruptions; remediation and recovery costs; regulatory investigations and penalties; litigation and indemnification obligations; increased cybersecurity expenditures; and reputational damage. In addition, cybersecurity incidents affecting Wakefern or critical third-party service providers could have similar effects on our operations. Any such incident could materially adversely affect our business, financial condition, results of operations and reputation.
Risks Related to Laws and Regulations
Changes in laws, regulations and governmental policies, or our failure to comply with applicable requirements, could adversely affect our business and results of operations.
We are subject to a wide range of federal, state and local laws and regulations governing food manufacturing, labeling and safety, prescriptions, controlled substances, employment practices, consumer protection, data privacy and cybersecurity, environmental matters, healthcare, taxation, public company reporting, licensing for the sale of food, drugs and alcoholic beverages, and other aspects of our operations. Changes in existing laws and regulations, the enactment of new requirements or shifts in governmental policies could increase our operating and compliance costs, require modifications to our business practices, impose additional reporting obligations or otherwise adversely affect our business, financial condition and results of operations. In addition, we are subject to audits, inspections, investigations and enforcement actions by governmental authorities. Our pharmacy operations are subject to additional and extensive regulation, including federal and state laws governing pharmacy licensing, the dispensing of prescription drugs and controlled substances, patient privacy and the security of protected health information, and participation in Medicare, Medicaid and other government and third-party payor programs. The operation of retail pharmacies also exposes us to professional liability claims, including those arising from dispensing errors, and to reimbursement pressures from pharmacy benefit managers and government payors, and our insurance may not be adequate to cover all such claims. Failure, or alleged failure, to comply with applicable laws and regulations could result in fines, penalties, remediation costs, litigation, operational restrictions, loss of licenses or exclusion from government payor programs, reputational harm or other liabilities. Any of these developments, whether arising from regulatory changes or compliance matters, could materially and adversely affect our business, financial condition and results of operations.
Fluctuations in our tax obligations and effective tax rate may result in volatility of our operating results.
We are subject to U.S. federal, state and local income taxes, with the applicable tax rates varying by jurisdiction. Our income tax expense and liabilities are based on estimates and judgments that may differ from actual results. In addition, multiple tax years may be subject to examination by taxing authorities. Changes in tax laws, regulations, administrative interpretations or tax rates, as well as unfavorable outcomes from tax audits, examinations or other tax proceedings, could increase our tax liability and result in additional taxes, interest and penalties. Any such developments could adversely affect our business, financial condition and results of operations.
We are subject to litigation and other legal proceedings.
From time to time, we are involved in legal proceedings, regulatory investigations, employment claims, consumer claims, tax disputes, contractual disputes and other matters arising in the ordinary course of business. Adverse judgments, settlements, penalties or defense costs could adversely affect our business, financial condition and results of operations. We are currently engaged in litigation with Wakefern and certain members of its senior management. Given our significant business relationship with Wakefern, adverse developments in this litigation could materially adversely affect our business relationship with Wakefern, our competitive position, our operations, our financial condition and our results of operations. See Item 3, "Legal Proceedings" and Note 10 to the consolidated financial statements for additional information for further discussion of Village's legal matters.
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Risks Related to Ownership of Our Common Stock
Future dividend payments are subject to the discretion of our Board of Directors.
Although we have historically paid dividends, future dividend declarations are subject to the discretion of our Board of Directors and will depend upon, among other things, our financial condition, results of operations, capital requirements, contractual restrictions, provisions in any future debt agreements, our tax status, applicable laws, general economic conditions and other factors. There can be no assurance that future dividends will be declared or paid or that any dividend we may pay will not be reduced or eliminated. Any failure to pay dividends at historical levels, or any reduction or elimination of dividends, could adversely affect the market price of our Class A common stock and diminish investor confidence in the Company.
Concentrated ownership may limit the influence of other shareholders.
Our Class B common stock has ten votes per share, while our Class A common stock has one vote per share. Certain members of the Sumas family and related trusts beneficially own a significant percentage of our Class B common stock and, as a result of the dual-class voting structure, control a majority of the combined voting power of all classes of our common stock. As a result, these shareholders have the ability to influence or control matters requiring shareholder approval, including the election and removal of directors, amendments to our certificate of incorporation and by-laws, approval of equity compensation plans, strategic transactions such as mergers, acquisitions, consolidations or sales of all or substantially all of our assets, and other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control or other transaction that might otherwise be beneficial to our shareholders, regardless of whether other shareholders approve of such a transaction, and may deprive shareholders of Class A common stock of an opportunity to sell their shares at a premium over prevailing market prices. The difference in voting rights and concentration of ownership may also adversely affect the market price of our Class A common stock to the extent that investors or any prospective purchaser of the Company views the superior voting rights of the Class B common stock to have value or perceives that conflicts of interest may exist or arise. Shares of Class B common stock are convertible into Class A common stock on a one-for-one basis at any time at the option of the holder, and any future conversions will further concentrate voting power among the remaining holders of Class B common stock.
The market price of our Class A common stock may be volatile and limited trading volume may make it difficult for shareholders to sell their shares.
The market price of our Class A common stock may fluctuate significantly in response to many factors, some of which are beyond our control, including variations in our quarterly operating results, changes in financial estimates or recommendations by securities analysts, announcements by us, Wakefern or our competitors, developments in pending litigation, sales of our common stock by significant shareholders, changes in dividend policy, general economic and stock market conditions and the other risks described herein. Because a significant portion of our outstanding common stock is held by a limited number of shareholders, the public float and trading volume of our Class A common stock are relatively limited, which may increase price volatility and make it more difficult for shareholders to sell their shares at or near prevailing market prices or at all.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C.ITEM 1A. CYBERSECURITY
Risk Management and Strategy
Wakefern provides all members of the cooperative with information system support that enables us to effectively manage our business data, customer transactions, ordering, communications and other business processes. As a member of a cooperative, Wakefern conducts an annual risk assessment that summarizes high-level threats, which are applicable to all cooperative members. The assessment considers potential cybersecurity threats, including, but not limited to, interruptions, outages and breaches affecting operational and financial systems. Wakefern maintains and publishes the majority of policies, processes and tools designed to assess, identify and manage risks associated with potential cybersecurity threats. We utilize a combination of cybersecurity awareness training, tools provided by Wakefern and annual assessments performed by third parties to manage cybersecurity-related risks.
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For additional information regarding risks associated with cybersecurity threats, see Item 1A, "Risk Factors."
Governance
Board of Directors Oversight
Management's Role in Managing Risk
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