Village Super Market, Inc. — Fiscal 2026 Form 10-K
Reporting period: Fiscal year ended July 25, 2026, comprising 52 weeks; comparisons are with the 52-week year ended July 26, 2025. Unless noted, dollar amounts below are in millions. Village operates 34 ShopRite and Fairway supermarkets and three Gourmet Garage markets, primarily in New Jersey and the New York metropolitan area. It is the second-largest member of Wakefern, its principal supplier and a significant source of operating services and investment income.
Financial results and liquidity
| Metric | FY2026 | FY2025 | Change |
|---|---|---|---|
| Sales | $2,405.7 | $2,320.7 | +3.7% |
| Same-store sales | +2.2% | Not stated here | — |
| Gross profit / gross margin | $677.8 / 28.17% | $663.0 / 28.57% | Margin down 40 bps |
| Operating income / margin | $64.3 / 2.68% | $72.1 / 3.11% | Income down 10.8% |
| Net income / net margin | $52.5 / 2.19% | $56.4 / 2.43% | Income down 7.0% |
| Adjusted net income (non-GAAP) | $52.7 | $56.4 | Down about 7% |
| Operating cash flow | $108.8 | $93.3 | +$15.5 |
| Capital expenditures | $53.7 | $58.8 | Down $5.0 |
Sales growth reflected 2.2% same-store growth and the Watchung and East Orange replacement stores. Management cited digital sales and fresh and pharmacy performance as positives; egg-price deflation and sales cannibalization from the Watchung replacement store were offsets. Net income declined as lower Wakefern patronage dividends and rebates, product mix, promotional spending, and higher operating costs compressed margins. Interest expense fell with lower average debt, while interest income also declined as rates on Wakefern investments fell. The effective tax rate decreased to 28.8% from 31.1%, principally due to excess tax benefits on vested stock compensation.
Cash and cash equivalents were $130.8 at year-end, including $111.8 of demand deposits at Wakefern; working capital was $27.1 and the current ratio was 1.14. Notes receivable from Wakefern totaled $119.3. Total debt was $54.1, down from $58.0; $8.8 was current. The company had $65.98 available on its $75.0 revolving facility and was in compliance with its debt covenants. Present-value lease liabilities totaled $266.7, separate from reported debt. Operating cash flow exceeded capital spending and dividends; cash increased $20.1 during the year.
Material developments and outlook
- East Orange’s 69,000-square-foot replacement ShopRite opened in May 2026, replacing a 50,000-square-foot store. The company also sold the real estate associated with its previously closed south New Jersey micro-fulfillment center.
- Fiscal 2027 is a 53-week year. Management expects same-store sales growth of 0.5%–2.0%, has budgeted $80.0 for capital expenditures, and expects an effective tax rate of 31%–32%. Planned projects include a Galloway replacement store, a new Manhattan Fairway store, remodels, technology and facility work, and solar installations.
- The board’s current intention is to maintain quarterly dividends at $0.25 per Class A share and $0.1625 per Class B share in fiscal 2027; future dividends remain discretionary. Fiscal 2026 dividends totaled $13.3.
- Fiscal 2026 included a $0.338 pension settlement charge related to termination of a company-sponsored plan. No asset impairment charge was recorded, compared with $1.462 in fiscal 2025. The East Orange project also used New Markets Tax Credit financing, with a seven-year recapture period and related compliance and indemnification provisions.
- Approximately 91% of employees are covered by collective bargaining agreements; about 12% of associates are represented by unions whose contracts have expired or expire within one year. Certain multi-employer pension plans are underfunded.
Risks, contingencies and management commentary
- Wakefern dependence and dispute: Village purchases substantially all merchandise from Wakefern and is obligated to source at least 85% of qualifying requirements there. Wakefern also provides key services and patronage dividends. Litigation between the companies and certain executives remains pending, including Village’s claims relating to Wakefern’s Morton Williams acquisition and a separate Wakefern trademark action involving the Fairway and Gourmet Garage marks. The acquisition closed in October 2025. The company says the dispute has not materially affected operations to date, but cannot determine the outcome or reasonably possible loss.
- Margin and competitive pressure: Grocery retail has narrow margins. Inflation, labor and benefit costs, shrink, competition, changing customer preferences, and supply-chain disruptions could pressure sales and profitability.
- Leases, labor and investment: Store concentration in the Northeast exposes operations to regional economic conditions and severe weather. Lease commitments, union negotiations, pension funding needs, and execution of planned store projects are additional considerations.
- Technology and governance: The company relies on Wakefern and third parties for significant technology and cybersecurity support. No cybersecurity incident had a material adverse effect as of the filing date. Class B shares carry ten votes per share, and holders control a majority of combined voting power.
- Controls and audit: Management and the independent auditor concluded internal control over financial reporting was effective. KPMG’s critical audit matter was the assessment of indicators of impairment for long-lived assets; no impairment was recorded in fiscal 2026.
Key facts for investors to verify
- Whether same-store sales and margins meet the fiscal 2027 outlook, and whether new and replacement stores deliver expected results.
- How the Wakefern litigation progresses, including any effect on cooperative access, sourcing, patronage dividends, brand rights, or potential liabilities.
- Whether the $80.0 capital program is completed on budget and on schedule, and how it affects cash, debt, and returns.
- The level and composition of cash held at Wakefern, collectability and terms of Wakefern notes, and the future trajectory of patronage dividends and interest income.
- Developments in union contract negotiations and multi-employer pension funding, as well as lease and other fixed commitments.
- Dividend decisions, given the company’s capital needs and the board’s discretion; fiscal 2026 earnings per share were $3.94 basic and $3.54 diluted for Class A, and $2.56 basic and diluted for Class B.