Village Super Market Inc 8-K Filing

FAQ

Key Financial Figures

• $4.4 million — s II LLC (the "Leverage Lender") loaned $4.4 million to DV-ShopRite QEI, LLC (the "Investmen
• $1.9 million — . Additionally, Valley Bank contributed $1.9 million to the Investment Fund and, by virtue o
• $6.0 million — The Investment Fund then contributed $6.0 million of the proceeds to a CDE, which, in tur
• $5.6 m — hich, in turn, loaned combined funds of $5.6 million, net of debt issuance costs, to V
• $1.1 m — g in a pretax benefit to the Company of $1.1 million, net of debt issuance costs. The
• $0.2 million — Promissory Note"), Mr. Sumas provided a $0.2 million loan to the Leverage Lender to partiall

Filing Documents

• vlgea-20251219.htm (8-K) — 28KB
• vlgea-20251219ex101.htm (EX-10.1) — 216KB
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• 0000103595-25-000024.txt ( ) — 22664KB
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01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 19, 2025, Village Super Market, Inc. (the "Company") entered into a financing transaction with Valley National Bank Community Investment Fund, LLC ("Valley Bank") under a qualified New Markets Tax Credit ("NMTC") program related to the construction of a replacement store in East Orange, New Jersey. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the "Act") and is intended to induce capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their Federal income taxes for up to 39% of qualified investments in the equity of community development entities ("CDEs"). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments. In connection with the financing, VSM New Markets II LLC (the "Leverage Lender") loaned $4.4 million to DV-ShopRite QEI, LLC (the "Investment Fund") at an interest rate of 1.0% per year and with a maturity date of December 10, 2051. The loan includes interest only quarterly payments commencing in March 2026. Additionally, Valley Bank contributed $1.9 million to the Investment Fund and, by virtue of such contribution, is entitled to substantially all of the tax benefits derived from the NMTC. The Investment Fund is a wholly owned subsidiary of Valley Bank. The Investment Fund then contributed $6.0 million of the proceeds to a CDE, which, in turn, loaned combined funds of $5.6 million, net of debt issuance costs, to Village Super Market of Brick Church LLC, a wholly-owned subsidiary of the Company, pursuant to a loan agreement with NJCC CDE 49 LLC (the "Loan Agreement") at an annual interest rate of approximately 1.24%, payable quarterly, and with a maturity date of December 19, 2055. The proceeds of the loans from the CDE are being used to partially fund the construction and store opening costs of the East Orange replacement store. T

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements related to the amount of proceeds expected from the NMTC program, the risks and uncertainties relating to the Company and the NMTC program and the Loan Agreement, as well as other risks detailed from time to time in the Company's filings with the SEC, including in its Annual Report on Form 10-K for the year ended July 26, 2025 and its Quarterly Report on Form 10-Q for the quarter ended October 25, 2025. These documents contain important factors that could cause actual results to differ from current expectations and from the forward-looking statements contained in this Current Report on Form 8-K. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this Current Report on Form 8-K. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is hereby incorporated by reference into this Item 2.03.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Loan Agreement, dated December 19, 2025, by and between Village Super Market of Brick Church LLC and NJCC CDE 49 LLC 10.2 Promissory Note, dated December 19, 2025, by and between VSM New Market II LLC and John J. Sumas Signature Pursuant to the requirements of the Securities and Exchange Act of 1934. the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Village Super Market, Inc. Dated: December 29, 2025 /s/ John L. Van Orden John L. Van Orden (Chief Financial Officer)

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