VLGEA Amends 10-K to Include Omitted Exhibits, Certifications

TL;DR

VLGEA's 10-K/A is a procedural fix, not a financial bombshell, but it's a positive sign of regulatory diligence.

AI Summary

VILLAGE SUPER MARKET INC (VLGEA) filed a 10-K/A on November 7, 2025, to amend its Annual Report for the fiscal year ended July 26, 2025. This amendment primarily addresses the inadvertent omission of certain exhibits from Part IV, Item 15 of the original Form 10-K filed on October 9, 2025. The filing includes new certifications from the principal executive officer and principal financial officer, as required by Rule 12b-15 of the Exchange Act. The company's Class A common stock held by non-affiliates had an aggregate market value of approximately $285.0 million, and Class B common stock held by non-affiliates was approximately $0.3 million as of January 25, 2025. As of October 9, 2025, there were 10,629,425 shares of Class A common stock and 4,125,045 shares of Class B common stock outstanding. The amendment explicitly states it does not modify or update any previously reported financial or other information, nor does it revise forward-looking statements to reflect events after the original filing date. The filing incorporates by reference various credit agreements, stock plans, and other corporate documents, including a Third Amendment to Amended and Restated Credit Agreement dated April 21, 2025.

Why It Matters

This 10-K/A filing is crucial for investors as it ensures the completeness of VILLAGE SUPER MARKET INC's regulatory disclosures, providing access to all required exhibits that were initially missing. While it doesn't alter financial results, the inclusion of documents like the Third Amendment to Amended and Restated Credit Agreement dated April 21, 2025, offers transparency into the company's financing arrangements. For employees and customers, this filing has minimal direct impact, but for the broader market, it reinforces regulatory compliance, which can indirectly affect investor confidence and competitive positioning within the grocery sector.

Risk Assessment

Risk Level: low — The risk level is low because this 10-K/A is purely an administrative amendment to include inadvertently omitted exhibits and new certifications, as explicitly stated in the 'Explanatory Note.' It does not modify or update any previously reported financial or other information, nor does it revise forward-looking statements, indicating no new financial or operational risks have emerged since the original filing.

Analyst Insight

Investors should view this as a non-event for immediate trading decisions, as it's a procedural correction rather than a substantive financial update. However, it's an opportunity to review the newly included exhibits, such as the Third Amendment to Amended and Restated Credit Agreement dated April 21, 2025, for any long-term implications on the company's debt structure or governance.

Key Numbers

• $285.0M — Class A Common Stock Market Value (Market value for non-affiliates as of January 25, 2025)
• $0.3M — Class B Common Stock Market Value (Market value for non-affiliates as of January 25, 2025)
• 10.6M — Class A Shares Outstanding (Shares outstanding as of October 9, 2025)
• 4.1M — Class B Shares Outstanding (Shares outstanding as of October 9, 2025)
• 2025-11-07 — 10-K/A Filing Date (Date of the amendment filing)
• 2025-07-26 — Fiscal Year End (Fiscal year covered by the amended report)
• 2025-10-09 — Original 10-K Filing Date (Date of the initial 10-K filing)
• 2025-04-21 — Third Amendment to Credit Agreement Date (Date of the most recent credit agreement amendment included)

Key Players & Entities

• VILLAGE SUPER MARKET INC (company) — registrant
• SEC (regulator) — Securities and Exchange Commission
• John J. Sumas (person) — Chief Executive Officer
• John Van Orden (person) — Chief Financial Officer
• KPMG LLP (company) — Independent Registered Public Accounting Firm
• Wakefern Food Corp. (company) — partner in Stockholders Agreement
• $285.0 million (dollar_amount) — aggregate market value of Class A common stock held by non-affiliates
• $0.3 million (dollar_amount) — aggregate market value of Class B common stock held by non-affiliates
• 10,629,425 Shares (dollar_amount) — Class A common stock outstanding as of October 9, 2025
• 4,125,045 Shares (dollar_amount) — Class B common stock outstanding as of October 9, 2025

FAQ

Industry Context

Village Super Market Inc. operates in the highly competitive grocery retail sector. The industry is characterized by thin profit margins, intense price competition, and evolving consumer preferences towards convenience and healthier options. Companies in this space must manage supply chains efficiently, maintain strong relationships with suppliers (like Wakefern Food Corp., as indicated by an exhibit), and adapt to changing retail formats and online competition.

Regulatory Implications

The filing of a 10-K/A highlights the importance of accurate and complete SEC filings. Failure to properly disclose exhibits or other required information can lead to scrutiny. The inclusion of certifications under Rule 12b-15 underscores the company's commitment to compliance with reporting standards.

What Investors Should Do

1. Review the newly included exhibits.
2. Note the confirmation that no financial data was altered.

Key Dates

• 2025-11-07: 10-K/A Filing Date — This is the date the amended annual report was filed, correcting previous omissions.
• 2025-07-26: Fiscal Year End — Marks the end of the fiscal year for which the financial statements in the amended report are presented.
• 2025-10-09: Original 10-K Filing Date — The initial annual report was filed on this date, prior to the amendment.
• 2025-01-25: Market Value Determination Date — The date used to calculate the market value of the company's Class A and Class B common stock held by non-affiliates.
• 2025-04-21: Third Amendment to Credit Agreement — This amendment to the company's credit agreement is listed as an exhibit, indicating potential changes in financing terms.

Glossary

10-K/A

An amended annual report filed with the U.S. Securities and Exchange Commission (SEC) to correct or supplement information in a previously filed Form 10-K. (This filing is an amendment to the original 10-K, indicating corrections were made.)

Exhibits

Documents attached to SEC filings that provide supporting information, such as contracts, agreements, and corporate charters. (The amendment specifically addresses the omission of certain exhibits from Part IV, Item 15.)

Rule 12b-15

A rule under the Securities Exchange Act of 1934 that governs the requirements for filing amendments to registration statements and reports. (The filing includes new certifications required by this rule due to the amendment.)

Class A Common Stock

A class of common stock, often with different voting rights or preferences compared to other classes. (The market value and outstanding shares of Class A stock are reported, indicating its significance to the company's market capitalization.)

Class B Common Stock

Another class of common stock, typically with different rights or characteristics than Class A stock. (The market value and outstanding shares of Class B stock are reported, though with a much smaller market value than Class A.)

Non-affiliates

Shareholders who are not officers, directors, or controlling persons of the company. (Market value calculations are specifically for shares held by non-affiliates.)

Credit Agreement

A contract between a borrower and a lender that details the terms and conditions of a loan. (Multiple amendments to the company's credit agreement are listed as exhibits, suggesting ongoing management of its debt facilities.)

Year-Over-Year Comparison

This filing is an amendment (10-K/A) to the original Form 10-K, not a new annual report. Therefore, direct year-over-year comparisons of financial metrics like revenue, net income, or margins are not applicable based on this specific filing. The amendment's focus is on correcting the omission of exhibits and providing updated certifications, rather than presenting new financial performance data or revised forward-looking statements.

Filing Documents

• vlgea-20250726.htm (10-K/A) — 126KB
• vlgea20250726-ex313.htm (EX-31.3) — 10KB
• vlgea20250726-ex314.htm (EX-31.4) — 10KB
• vlgea20250726-ex97.htm (EX-97) — 20KB
• 0000103595-25-000017.txt ( ) — 646KB
• vlgea-20250726.xsd (EX-101.SCH) — 2KB
• vlgea-20250726_def.xml (EX-101.DEF) — 21KB
• vlgea-20250726_lab.xml (EX-101.LAB) — 135KB
• vlgea-20250726_pre.xml (EX-101.PRE) — 73KB
• vlgea-20250726_htm.xml (XML) — 7KB

EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

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

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

SIGNATURES

SIGNATURES 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

View Full Filing

View this 10-K/A filing on SEC EDGAR