Proxy Statement (Form DEF 14A)

VILLAGE SUPER MARKET, INC.

733 Mountain Avenue

Springfield, New Jersey 07081

PROXY STATEMENT

December 11, 2026

Annual Meeting of Shareholders

This Proxy Statement and the accompanying form of proxy are being furnished to shareholders of Village Super Market, Inc. (the "Company") in connection with the solicitation by and on behalf of the Board of Directors of the Company (the "Board of Directors") of proxies to be voted at the 2026 annual meeting of shareholders of the Company (the "Annual Meeting") held on Friday, December 11, 2026 at 10:00 A.M., Eastern Time and at all postponements or adjournments thereof. The Annual Meeting will be held in a completely virtual format. You will not be able to attend the Annual Meeting physically. At our virtual Annual Meeting, shareholders will be able to attend, vote their shares and submit questions by visiting www.virtualshareholdermeeting.com/VLGEA2026. To participate in the virtual Annual Meeting, you will need the control number included in your proxy card or voting instruction form. This Proxy Statement was mailed and/or made available to shareholders on or about October 26, 2026.

At the close of business on October 12, 2026, the Company had outstanding and entitled to vote 10,681,283 shares of Class A common stock, no par value ("Class A Stock"), and 4,125,045 shares of Class B common stock, no par value ("Class B Stock"). The holders of the outstanding shares of Class A Stock are entitled to one vote per share and the holders of Class B Stock are entitled to ten votes per share. Shareholders of record at the close of business on October 12, 2026 are entitled to vote at this meeting.

All shares of Class A Stock and Class B Stock (together, the "Common Stock") represented by properly executed proxies will be voted at the Annual Meeting, unless such proxies previously have been revoked. Unless the proxies indicate otherwise, the shares of Common Stock represented by such proxies will be voted for the election of the Board of Directors' nominees for directors (Proposal 1); to ratify the appointment of KPMG LLP as the Company's independent auditors for the 2027 fiscal year (Proposal 2); to approve the advisory resolution on compensation of the Company's named executive officers (Proposal 3); and to approve the Village Super Market, Inc. 2026 Equity Incentive Plan (Proposal 4). Management does not know of any other matter to be brought before the Annual Meeting.

Any shareholder who executes and delivers a proxy may revoke it at any time prior to its use by: (a) delivering written notice of such revocation to the Secretary of the Company at its office; (b) delivering to the Secretary of the Company a duly executed proxy bearing a later date; or (c) voting online at the Annual Meeting.

You may own shares of Common Stock in one or both of the following ways - either directly in your name as the shareholder of record, or indirectly through a broker, bank or other holder of record in "street name." If your shares are registered directly in your name, you are the holder of record of these shares and we are sending these proxy materials directly to you. As the holder of record, you have the right to give your proxy directly to us. If you hold your shares in "street name," your broker, bank or other holder of record is sending these proxy materials to you. As a holder in "street name," you have the right to direct your broker, bank or other holder of record how to vote by completing the voting instruction form that accompanies your proxy materials. If you hold shares in "street name" and wish to vote your shares directly, you must contact your broker, bank or other holder of record to obtain the instructions and documentation required. Regardless of how you hold your shares, we invite you to attend the Annual Meeting.

The holders of shares entitled to cast a majority of the votes at the Annual Meeting must be present, in person or by proxy, in order to have the required quorum for the transaction of business. Abstentions, withheld votes and "broker non-votes" will be counted for the purpose of determining whether a quorum is present.

Directors are elected by a plurality of the number of votes cast. The director nominees who receive the greatest number of votes at the Annual Meeting (up to the total number of directors to be elected) will be elected. As a result, withheld votes and "broker non-votes" (see below), if any, will not affect the outcome of the vote on the election of directors. Consequently, only shares that are voted in favor of a particular nominee will be counted toward such nominee's achievement of a plurality. You may not vote your shares cumulatively for the election of directors.

With respect to the ratification of the appointment of KPMG LLP (Proposal 2), the advisory resolution on compensation of the Company's named executive officers (Proposal 3), the approval of the Village Super Market, Inc. 2026 Equity

Incentive Plan (Proposal 4), and the approval of any other matter that may properly come before the Annual Meeting, the affirmative vote of a majority of the votes cast is required to approve these proposals. As a result, abstentions, withheld votes and "broker non-votes" (see below), if any, will not affect the outcome of the vote on these proposals.

Holders of the Class A Stock and Class B Stock will not have any dissenters' rights of appraisal in connection with any of the matters to be voted on at the Annual Meeting.

Banks and brokers acting as nominees are permitted to use discretionary voting authority to vote proxies for proposals that are deemed "routine" by the New York Stock Exchange (the exchange that makes such determinations), but are not permitted to use discretionary voting authority to vote proxies for proposals that are deemed "non-routine" by the New York Stock Exchange. A broker "non-vote" occurs when a proposal is deemed "non-routine" and a nominee holding shares for a beneficial owner does not have discretionary voting authority with respect to the matter being considered and has not received instructions from the beneficial owner. The determination of which proposals are deemed "routine" versus "non-routine" may not be made by the New York Stock Exchange until after the date on which this proxy statement has been mailed to you. As such, it is important that you provide voting instructions to your bank, broker or other nominee, if you wish to determine the voting of your shares.

Under the applicable rules governing such brokers, we believe Proposal 2 to ratify the appointment of KPMG LLP as our independent auditors is likely to be considered a "routine" item. This means that brokers may vote using their discretion on such proposal on behalf of beneficial owners who have not furnished voting instructions. In contrast, certain items are considered "non-routine," and a "broker non-vote" occurs when brokers do not receive voting instructions from beneficial owners with respect to such items because the brokers are not entitled to vote such uninstructed shares. We believe Proposal 1 to elect directors, Proposal 3 to approve the advisory resolution on compensation of the Company's named executive officers and Proposal 4 to approve the Village Super Market, Inc. 2026 Equity Incentive Plan are likely to be considered "non-routine," which means that brokers cannot vote your uninstructed shares when they do not receive voting instructions from you. Furthermore, if approval of Proposal 2 is deemed by the New York Stock Exchange to be a "non-routine" matter, brokers will not be permitted to vote on Proposal 2 if the broker has not received instructions from the beneficial owner.

If your shares are held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker, or other nominee as to how you wish your shares to be voted so you may participate in the shareholder voting on these important matters.

PROPOSAL 1 - ELECTION OF DIRECTORS

The following nine persons are being nominated by the Board of Directors of the Company for election as directors at the Annual Meeting. If elected, they will serve until their successors are duly elected and qualified. Directors shall be elected by a plurality of the votes cast. All of the nominees are now directors of the Company.

Certain information is given below with respect to each nominee for election as a director. The table below and the following paragraphs list their respective ages, positions and offices held with the Company, the period served as a director and business experience during the past 5 years. Robert Sumas is the father of Nicholas J. Sumas II and the uncle of John J. Sumas. Nicholas J. Sumas II and John J. Sumas are cousins. John P. Sumas is the uncle of Perry J. Blatt. Robert Sumas and John P. Sumas are cousins. The other nominees are not related.

Nominees for Election

The following table sets forth information concerning the nominees for director:

John J. Sumas has served as a Director since 2009 and Chief Executive Officer since 2024. Prior to being appointed Chief Executive Officer, Mr. Sumas served as Co-President from 2018 to 2024, Chief Operating Officer from 2014 to 2018, General Counsel from 2007 through 2019 and Vice President from 2007 through 2014. Mr. Sumas was elected as a member of the Board of Directors of Wakefern Food Corporation ("Wakefern"), the retailer-owned cooperative of which the Company is a member, in 2025. He is Chairman of Wakefern's Food Service Committee, Chairman of Wakefern's Retail Employee Relations Committee, and a member of Wakefern's Sales and Merchandise, Insurance and Shop-Rite Retail Services Committees. The Board of Directors concluded that John J. Sumas should continue to serve as a Director of the Company in part due to his extensive knowledge of the Company and Wakefern and his legal experience.

Nicholas J. Sumas II has served as Chairman of the Board of Directors and President since 2024. Prior to being appointed President, Mr. Sumas served as Co-President from 2018 to 2024, Chief Marketing Officer from 2014 to 2018 and Vice President from 2007 through 2014. Mr. Sumas previously served as an executive officer of Wakefern and was a member of the Wakefern Board of Directors. Mr. Sumas has held a diversity of supervisory positions since his employment in 1994. He is Chairman of Wakefern's Digital Commerce, Vice Chairman of the Operations Excellence and Meat Committees, and is a member of Wakefern's CGO Committee. Mr. Sumas also previously served as a member of Wakefern's Nominating and Governance and Finance Committees. The Board concluded that Nicholas J. Sumas II should continue to serve as a Director of the Company in part due to his in-depth knowledge of the Company and Wakefern.

John P. Sumas has served as Vice President and a Director of the Company since 1982. Since 1989, he has served as an Executive Vice President. He has responsibility for the Company's frozen food and dairy operations. John P. Sumas is a member of Wakefern's Frozen Food and Dairy Committees. The Board of Directors concluded that John P. Sumas should continue to serve as a Director of the Company in part due to his extensive knowledge of the Company and Wakefern obtained over his 53 year career with the Company.

Robert Sumas was appointed Senior Advisor to the Executive Committee in 2024 after serving as the Company's Chief Executive Officer and Vice Chairman of the Board of Directors from 2017 to 2024 and President from 2009 through 2017. He has served variously as Executive Vice President, Chief Operating Officer, Secretary and a Director of the Company since 1969. Robert Sumas is Chairman of Wakefern's Health and Beauty Aids Committee and is a member

of Wakefern's Retail Technology, Capital Management and Nonfoods Committees. The Board of Directors concluded that Robert Sumas should continue to serve as a Director of the Company in part due to his extensive knowledge of the Company and Wakefern obtained over his 63 year career with the Company.

Perry J. Blatt has served as a Director since 2022 and is the Director of E-Commerce and Business Development for the Company. Mr. Blatt also oversees all corporate giving, corporate communication, and community outreach programs for Village and is President of the Sumas Family Foundation. He has held a diversity of supervisory positions in the Company in operations, merchandising, marketing and corporate communications since his employment in 2002. Mr. Blatt is Chairman of Wakefern's Frozen Food Committee, a member of Wakefern's Dairy Committee and has previously served as a member of Wakefern's Sales and Merchandising and Price-Rite Operating Committees. He is currently a member of Wakefern's Government Relations committee, as well as its Environmental committee. Mr. Blatt has served as a Board member and Trustee for the Community Food Bank of New Jersey since 2020. In 2024 he was elected as a board member to the New Jersey Food Council. The Board concluded that Perry J. Blatt should continue to serve as a Director of the Company in part due to his in-depth knowledge of the Company and Wakefern.

Kevin Begley has served as a Director since 2009 and was the Company's Chief Financial Officer from 1987 until his retirement in December 2014. In addition, he served as Treasurer from 2002 through 2014. Mr. Begley is a Certified Public Accountant. Mr. Begley also served as a Director of Push to Walk, a non-profit organization that provides individualized workouts and resources to people with spinal cord injuries and other forms of paralysis, from 2015 to 2018. The Board of Directors concluded that Kevin Begley should continue to serve as a Director of the Company in part due to his extensive knowledge of the Company and his finance and accounting knowledge obtained over his 40 year career.

Steven Crystal has served as a Director since 2001 and has served as the Chairman of the Audit Committee from 2001 to 2016 and from 2023 to 2025. Mr. Crystal has retail experience through his ownership in various retail businesses in Nevada, including a HONDA motorcycle dealership, a furniture store and formerly an ACE hardware store. Since 1980, Mr. Crystal has been a member of the New York Commodity Exchange and the New York Mercantile Exchange. He traded commodities as a floor broker on the exchange from 1980 through 1987. During his tenure with NYMEX and COMEX, he served as a member of the new products (creating the Crude Oil contract), finance, arbitration, and budgeting and planning committees. He still holds memberships with NYMEX and COMEX and continues to trade electronically. Between 2005 and 2009, Mr. Crystal served as a Commodity Trading Advisor and Commodity Pool Operator while he managed Crystal Investment Partners, L.P., a registered hedge fund with the National Futures Association and the Commodity Futures Trading Commission. In addition, Mr. Crystal owns and operates various residential and commercial properties through his numerous private family partnerships (located in NJ, NV, CA and UT). From 1998 through 2013, Mr. Crystal owned and operated 5 auto parts stores in Nevada and California under the A C Delco brand for General Motors, Inc. Since 2014, he has served as the President of the Homeowners Associations of Rancho Teresina in Scottsdale, Arizona. Since 2014, Mr. Crystal has been licensed by the Nevada Gaming Control Board and the Nevada Gaming Commission, and was the Chairman of the Board and President of a start-up company formerly called Automated Cashless Systems, Inc. (now known as Cashless Holdings, Inc.) until its sale in 2021. Mr. Crystal also joined the Board of the International Center for Responsible Gaming in 2022. Currently, Mr. Crystal spends much of his time doing philanthropic work through the Crystal Family Charitable Foundation. He serves as Assistant Treasurer and member of the investment of finance committee for the Jewish National Fund and is a Board member and Chairman of the investment committee of Honor Health Foundation (formerly Scottsdale Health). Since 2022, Mr. Crystal has been the managing General Partner of Off My Grid, LLC and Suncloud Ventures, LLC, which are companies that are developing a 650 acre data center campus in southern Arizona. Mr. Crystal is the co-founder and managing member of Brave Bear Ventures, LLC, a venture capital fund. The Board of Directors has concluded that Steven Crystal should continue to serve as a Director of the Company due to his vast knowledge of the Company obtained through his more than 25 years of service on the Board of Directors, as well as his broad experience in owning, managing and supervising various retail, real estate and investment entities.

Stephen F. Rooney has served as a Director since 2009. Mr. Rooney has served as Chief Credit Officer and a member of Orange Bank & Trust's senior management team since 2022. Prior to that, he served as Chief Credit Officer of Unity Bank from 2014 to 2022. Previous to these roles, he was a financial analyst with Standard & Poor's asset-backed securities group and a corporate lending officer with CoreStates Bank where he focused on the retail industry, with a specialty in supermarket lending. The Board concluded that Stephen F. Rooney should continue to serve as a Director of the Company due to his strong financial background and past lending experience with the retail industry.

Prasad Pola has served as a Director since 2022. Mr. Pola has a distinguished career spanning over two decades, encompassing key leadership roles across the retail, e-commerce, and healthcare sectors. Mr. Pola has served as Chief

Technology Officer of Metagenics, a global nutritional and lifestyle medicine company, since 2023. Prior to that, he served as Chief Technology and Product Officer of Medly Health, a digital pharmacy, from 2020 to 2023. From 2016 to 2019, Mr. Pola served as the Chief Technology Officer at Plated, a food-tech company acquired by Albertsons, where he led the product, engineering, data science and customer service teams. Prior to these roles, Mr. Pola held product and technology leadership roles at Amazon.com, Inc. subsidiary Quidsi, Provide Commerce and Tommy Hilfiger Corp. The Board concluded that Prasad Pola should continue to serve as a Director of the Company due to his extensive knowledge and experience in e-commerce, retail, technology infrastructure, data and artificial intelligence, and digital transformation.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF ALL THE NOMINEES NAMED ABOVE TO THE BOARD OF DIRECTORS.

With respect to the election of directors, directors are elected by a plurality of the votes cast, and the director nominees who receive the greatest number of votes at the Annual Meeting (up to the total number of directors to be elected) will be elected. As a result, abstentions, withheld votes and "broker non-votes," if any, will not affect the outcome of the vote on the first proposal.

The Certificate of Incorporation includes a provision that no director shall be personally liable for monetary damages to the Company or its shareholders for a breach of any fiduciary duty except for: (i) breach of a director's duty of loyalty; (ii) acts and omissions not in good faith or which involve intentional misconduct or a knowing violation of law; and (iii) any transaction from which a director derived an improper personal benefit.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Company is a "controlled company" under the corporate governance rules of NASDAQ. Therefore the Company is not required to and does not have (1) a majority of independent directors; (2) a nominating committee comprised solely of independent directors to identify and recommend nominees to the Board of Directors; or (3) a compensation committee comprised solely of independent directors. The Company qualifies as a controlled company due to the ownership by Robert Sumas, John P. Sumas, Nicholas J. Sumas II and John J. Sumas (collectively, the "Sumas Family Group") of shares allowing it to cast more than 50% of the votes eligible to be cast for the election of directors. See footnote (1) to the table under "Security Ownership of Certain Beneficial Owners and Management." The Board of Directors has determined that each of Kevin Begley, Steven Crystal, Stephen F. Rooney and Prasad Pola is independent as defined by the rules promulgated by the Securities and Exchange Commission (the "SEC") and the listing standards of NASDAQ.

The Board of Directors held seven meetings in fiscal 2026. All directors attended at least 75% of the meetings of the Board of Directors, and meetings of committees of the Board of Directors on which the director served, during the time such director served on the Board of Directors or relevant committee thereof.

The Company has a policy of requiring all directors standing for election at an annual meeting of shareholders to attend such meeting, unless unforeseen circumstances arise. All nine directors attended the 2025 annual meeting of shareholders of the Company held on December 12, 2025.

The Executive Committee, which consists of Robert Sumas, John P. Sumas, John J. Sumas and Nicholas J. Sumas II, meets on call and is authorized to act on all matters pertaining to corporate policies and overall Company performance.

Board Leadership Structure and Role in Risk Oversight

The Board of Directors reviews its leadership structure in light of the Company's then current needs, governance trends, and other factors. The Board of Directors reviews and considers whether the positions of Chairman and Chief Executive Officer should be combined or separated as part of an ongoing review of the effectiveness of the Company's governance structure. As a result, the roles of Chairman and Chief Executive Officer have been split from time to time to facilitate leadership transitions, while at other times the roles have been combined.

Effective December 15, 2017, the Board of Directors separated governance responsibilities between the Chairman and Chief Executive Officer roles. These roles were briefly combined on an interim basis due to the passing of William P. Sumas, Chairman of the Board, in July 2024. These roles were separated with the appointment of John J. Sumas as Chief Executive Officer and Nicholas J. Sumas II as President and Chairman of the Board of Directors effective December 13, 2024. The Board of Directors believes that this structure provides an effective balance between strong Company leadership and appropriate safeguards and oversight at this time.

Management is responsible for the day to day management of the risks that the Company faces, while the Board of Directors as a whole and through its committees, has responsibility for the oversight of risk management. The Board of Directors and its committees receive periodic reports from financial, legal and other management members regarding the most significant risks facing the Company. In addition, the Audit Committee assists the Board of Directors in its oversight role by receiving periodic reports regarding the Company's risk and control environment.

The Compensation Committee and Executive Compensation

The Compensation Committee consists of John J. Sumas, Chief Executive Officer; John P. Sumas, Executive Vice President; Robert Sumas, Senior Advisor; Steven Crystal and Stephen F. Rooney, independent directors. The Compensation Committee of the Board of Directors has the primary responsibility for establishing the compensation paid to the executive officers of the Company, including the named executive officers who are identified in the Summary Compensation Table below. This includes base salary, annual cash bonus awards and supplemental retirement plans. The full Board of Directors reviews and approves restricted share awards. During fiscal 2026, the Compensation Committee met twice. The Compensation Committee does not utilize a charter.

The Audit Committee

The Audit Committee is comprised of three directors, Kevin Begley, Steven Crystal, and Stephen F. Rooney. All current Audit Committee members are independent as defined by the listing standards of NASDAQ. The Audit Committee: (1) monitors the integrity of the Company's financial reporting process and systems of internal controls regarding financial, accounting, regulatory and legal compliance; (2) retains and monitors the independence and performance of the Company's independent auditors; (3) provides an avenue of communication among the independent auditors, management and the Board of Directors; and (4) approves in advance the services to be provided and the fees paid to the independent auditors for all services provided. The Audit Committee operates under a charter adopted by the Board of Directors, which is attached to this Proxy Statement as Appendix A. During fiscal 2026, the Audit Committee met eight times.

The Board of Directors has determined that Stephen F. Rooney is an "audit committee financial expert" as defined by applicable SEC regulations and that all members of the Audit Committee are able to read and understand financial statements as required by NASDAQ regulations.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of the Company's capital stock by: (i) persons known by the Company to own beneficially more than 5% of its Class A Stock or Class B Stock; (ii) each director of the Company; (iii) the named executive officers; and (iv) all directors and executive officers of the Company as a group.

For purposes of the following table, beneficial ownership is determined in accordance with the applicable SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as otherwise noted in the footnotes to the table, the Company believes that each person or entity named in the table has sole voting and investment power with respect to all shares of the Company's Class A Stock and Class B Stock shown as beneficially owned by that person or entity (or shares such power with his or her spouse).

The percentage of the securities beneficially owned by each person or entity named in the following table is based on (i) 10,681,283 shares of Class A Stock issued and outstanding as of October 12, 2026, and (ii) 4,125,045 shares of Class B Stock issued and outstanding as of October 12, 2026. Shares of Class A Stock reported in the second column entitled "Class A Stock - Shares Owned" in the following table also include the shares of Class A Stock underlying the shares of Class B Stock, as applicable. Each share of Class B Stock is convertible into one share of Class A Stock at any time. Except as otherwise noted below, the address for persons listed in the table is c/o Village Super Market, Inc., 733 Mountain Avenue, Springfield, New Jersey 07081.

*

The foregoing report of the Audit Committee is not to be deemed "soliciting material" or deemed to be "filed" with the SEC (irrespective of any general incorporation language in any document filed with the SEC) or subject to Regulation 14A of the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference into a document filed with the Securities and Exchange Commission.

NOMINATION OF CANDIDATES TO THE BOARD OF DIRECTORS

The Board of Directors believes that it is appropriate for the Company not to have a standing nominating committee as a result of the Company's voting structure. The full Board of Directors acts on all matters concerning the identification, evaluation and nomination of director candidates. The Board of Directors does not utilize a charter in performing this function. As a matter of policy, the Board of Directors will consider nominations of director candidates submitted by any shareholder upon the submission of the names and biographical data of the candidates (including any relationship to the proposing shareholder) in writing to the Board of Directors at 733 Mountain Avenue, Springfield, New Jersey 07081. Information regarding director candidates for election to the Board of Directors in 2027 must be submitted by June 28, 2027.

The Board of Directors' process for evaluating candidates recommended by any shareholder is the same as for candidates recommended by the Board of Directors, management or others. In searching for appropriate candidates, the Board of Directors adheres to criteria established for the consideration and selection of candidates. The Board of Directors views the candidate's qualifications in light of the needs of the Board and the Company at that time given the then current mix of director attributes. Among other criteria, the Board of Directors may consider the following skills, attributes and competencies of a new member: (i) possessing the highest ethical standards and integrity; (ii) a willingness to act on and be accountable for decisions of the Board of Directors; (iii) an ability to provide prudent, informed and thoughtful counsel to top management on a broad range of issues; (iv) relevant industry or business knowledge; (v) senior management experience and demonstrated leadership; (vi) financial literacy; and (vii) individual backgrounds that provide a portfolio of experience and knowledge commensurate with the Company's needs. Each director candidate will be considered without regard to gender, race, religion, national origin or sexual orientation.

COMMUNICATION WITH THE BOARD OF DIRECTORS

Shareholders and other interested parties may communicate with the Board of Directors by sending written communication to the directors c/o the Company's Secretary, Village Super Market, Inc., 733 Mountain Avenue, Springfield, New Jersey 07081. All such communications will be reviewed by the Secretary to determine which communications will be forwarded to the directors. All communications will be forwarded except those that are related to Company products, are solicitations, or otherwise relate to improper or irrelevant topics, as determined in the sole discretion of the Secretary. The Secretary shall report to the Board of Directors on the number and nature of communications that were determined not to be forwarded.

CODE OF ETHICS

The Company has a written Code of Ethics that applies to, among others, the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. During fiscal 2026, there were no changes to, or waivers of, the Code of Ethics. The Company will furnish a copy of the Code of Ethics, without charge, to each person who forwards a written request to the Company's Secretary, Village Super Market, Inc., 733 Mountain Avenue, Springfield, New Jersey 07081. The Code of Ethics is also available at www.sec.gov as an Exhibit to the 2026 Form 10-K.

INSIDER TRADING POLICY

The Company has adopted an Insider Trading Policy that governs the purchase, sale, and/or other transactions of the Company's securities by its directors, officers and employees that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. Our Insider Trading Policy prohibits directors, executive officers and employees from engaging in transactions designed to hedge or offset any decrease in the market value of Company securities, including short sales, puts, calls, prepaid variable forwards, equity swaps, collars and exchange funds. In addition, with regard to the Company's trading in its own securities, it is the Company's policy to comply with the federal securities laws and the applicable exchange listing requirements.

EXECUTIVE OFFICERS

The following table sets forth information concerning the Company's executive officers and certain biographical information furnished by them:

The Company's executive officers are elected by, and serve at the discretion of, the Board. The business experience for the past five years, and in some instances, for prior years, of each of the Company's executive officers is as follows:

John J. Sumas has served as a Director since 2009 and Chief Executive Officer since 2024. Prior to being appointed Chief Executive Officer, Mr. Sumas served as Co-President from 2018 to 2024, Chief Operating Officer from 2014 to 2018, General Counsel from 2007 through 2019 and Vice President from 2007 through 2014. For John J. Sumas's biography, please see the section above entitled "Nominees for Election."

Nicholas J. Sumas II has served as Chairman of the Board of Directors and President since 2024. Prior to being appointed President, Mr. Sumas served as Co-President from 2018 to 2024, Chief Marketing Officer from 2014 to 2018 and Vice President from 2007 through 2014. For Nicholas J. Sumas II's biography, please see the section above entitled "Nominees for Election."

John P. Sumas has served as an Executive Vice President since 1989. For John P. Sumas's biography, please see the section above entitled "Nominees for Election."

Robert Sumas was appointed Senior Advisor to the Executive Committee in 2024 after serving as the Company's Chief Executive Officer and Vice Chairman of the Board of Directors from 2017 to 2024 and President from 2009 through 2017. For Robert Sumas's biography, please see the section above entitled "Nominees for Election."

John Van Orden has served as Chief Financial Officer, Treasurer and Principal Financial Officer since 2014 and was Controller and Principal Accounting Officer from 2011 to 2014. Prior to joining the Company in 2011, Mr. Van Orden held various positions of increasing responsibility within KPMG LLP's audit practice.

Luigi Perri has served as Vice President of Finance since 2025 and as Principal Accounting Officer since 2014. Prior to serving as Vice President of Finance, he served as the Company's Controller from 2014 to 2025. Before joining the Company in 2014, Mr. Perri served as the North America Retail Controller for Ralph Lauren Corporation. Prior to that, he held positions at The Hertz Corporation and KPMG LLP. Mr. Perri is also a Certified Public Accountant in the state of New Jersey.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy and Administration

The primary objective of the Company's executive compensation program is to attract, motivate and retain highly qualified executive officers and to align their interests with those of the Company's shareholders. The Company seeks to achieve these objectives through a competitive compensation program consisting of base salary, annual cash bonus, restricted stock awards, retirement benefits, health and welfare benefits, and limited perquisites. In establishing executive compensation, the Board considers the compensation practices of companies of comparable size and business profile and believes that the Company's compensation program, taken as a whole, provides a competitive package that supports leadership continuity, rewards performance, and promotes the creation of long-term shareholder value.

The Compensation Committee of the Board has the primary responsibility for establishing the compensation paid to the Company's executive officers, including the named executive officers who are identified in the Summary Compensation Table. This includes base salary, annual cash bonus and supplemental retirement plans. The full Board of Directors reviews and approves restricted stock awards. Most of the named executive officers own a substantial amount of the Company's Common Stock, which the Board believes provides meaningful alignment between management and shareholder interests. Because executive officers already maintain significant exposure to changes in shareholder value through their ownership positions, the Board utilizes restricted stock awards principally as a long-term retention incentive designed to encourage the continued service of key executives and support sustained leadership continuity.

Compensation Review Process and Market Benchmarking

In establishing executive compensation, the Compensation Committee considers a variety of factors, including the executive's responsibilities and performance, the Company's financial performance and achievement of strategic objectives, prevailing economic and competitive conditions, and compensation practices of comparable companies as reflected in commercially available survey data and public company proxy disclosures.

Periodically, the Compensation Committee engages consulting firms specializing in compensation and benefits to assist in evaluating the competitiveness and structure of the Company's executive compensation program. During fiscal 2026, the Compensation Committee engaged Compensation Advisory Partners ("CAP") as its independent compensation consultant. CAP advised the Compensation Committee regarding executive compensation matters, including the competitiveness and structure of base salaries, annual cash bonus opportunities, and restricted stock awards for executive officers.

As part of its engagement, CAP conducted a compensation benchmarking analysis utilizing published compensation survey data and a selected group of retail, wholesale, and general industry companies with business characteristics, revenues, and organizational complexity comparable to those of the Company. The Compensation Committee used this information as a reference point in evaluating executive compensation and did not rely solely on benchmarking data in determining compensation decisions. The comparator group consisted of the following companies:

The Compensation Committee determined that CAP was independent and its work did not raise any conflict of interest. The Compensation Committee may engage additional compensation consultants from time to time as it deems advisable.

The Company's executive compensation for the named executive officers includes the following components: base salary, annual bonus plan, restricted stock awards, retirement benefits and other benefits.

Salary

Named executive officers are paid a base salary that is reviewed annually and adjusted from time to time at the discretion of the Compensation Committee. In determining base salary levels, the Compensation Committee considers market data, Company performance, and individual factors. Generally, the Compensation Committee seeks to maintain

executive base salaries near the median of the applicable market data; however, individual salaries may fall above or below the median, generally within the 25th to 75th percentile range, based on the executive's responsibilities, experience, tenure, performance, and overall contribution to the Company.

In addition to market considerations, the Compensation Committee evaluates each executive officer based on a qualitative assessment of factors including increased responsibilities, performance of areas under the executive's control, leadership, execution of strategic initiatives, and decision-making abilities. The Compensation Committee does not utilize predetermined performance targets in establishing base salary adjustments but instead exercises its judgment based on the totality of the circumstances. Based on these considerations, including the Company's performance during fiscal 2026, the Compensation Committee approved salary increases of 3% for each of the named executive officers for fiscal 2027.

Annual Cash Bonus

The Company's executive compensation program includes an annual cash bonus designed to reward executive officers based on the Company's overall performance and individual contributions during the fiscal year. The actual bonus amounts earned by the named executive officers are reflected in the Summary Compensation Table for the fiscal year in which they were earned, although payment is made in the subsequent fiscal year.

In determining annual bonus awards, the Compensation Committee considers both Company performance and a qualitative assessment of individual performance. Factors considered include increased responsibilities, performance of areas under the executive's control, leadership, execution of strategic initiatives, and decision-making abilities. The Compensation Committee does not utilize predetermined performance targets in determining bonus amounts but instead exercises its judgment after considering the totality of these factors.

In fiscal 2026, the Compensation Committee awarded annual cash bonuses that, in the aggregate, were 5% lower than those awarded in fiscal 2025. In making these determinations, the Compensation Committee considered, among other factors, the Company's 7% decrease in net income, excluding nonrecurring items. Annual bonus awards are not established as a fixed percentage of base salary; however, the bonuses awarded to the named executive officers for fiscal 2026 ranged from approximately 44% to 74% of base salary. The Compensation Committee's objective is to maintain total annual cash compensation, consisting of base salary and annual cash bonus opportunities, at approximately the median of the applicable market data. Individual compensation levels may vary above or below the median based on each executive's role, responsibilities, experience, tenure, performance, and overall contribution to the Company, and generally fall within the 25th to 75th percentile range of the applicable market data.

Equity

Equity awards are determined using a target grant-date value approach. In determining target award values, the Compensation Committee considers an executive's position within the organization, responsibilities, tenure, individual performance, overall contribution to the Company, and market data provided by its independent compensation consultant. Generally, the annual target award values are below the 25th percentile of comparable companies; however, the Compensation Committee believes these award levels are appropriate in light of the retention-oriented nature of the Company's restricted stock program and the substantial existing stock ownership maintained by most named executive officers. The target award value is converted into a number of shares based on the fair market value of the Company's Class A Stock over a 20-day trading average prior to the grant date, and accordingly the number of shares awarded may vary from year to year as the Company's stock price changes.

The Company has historically granted restricted stock awards every three years, with the shares cliff vesting at the end of the third year. Following a review of the Company's executive compensation program, the Compensation Committee determined that an annual equity award program with graded vesting would better support retention, succession planning and leadership continuity. As a result, beginning in fiscal 2026, the Company transitioned all participants in the restricted stock program, including the named executive officers, from a three-year cliff-vesting grant cycle to annual restricted stock grants that generally vest over a three-year period.

To facilitate this transition, the Compensation Committee approved transition awards for the named executive officers during fiscal 2026. One-half of the shares subject to each transition award vest on March 16, 2027, one-third vest on March 14, 2028, and the remaining shares vest on March 13, 2029. Beginning with future annual grants, awards generally will vest in equal one-third installments over three years, subject to the executive's continued employment with the Company. The target value of each transition award was approximately two times the annual grant value that

the Compensation Committee currently expects to award in future years, with the transition structure designed so that, as the program reaches its normal cadence, recipients will generally vest each year in shares representing approximately one annual target award value, based on the grant-date value of the applicable awards.

Retirement Benefits

The Company sponsors a defined contribution plan for its non-union employees, including the named executive officers.

The Company maintained a defined benefit pension plan (the Village Super Market Employees Retirement Plan, or "VSMERP") for employees not covered by a collective bargaining agreement who have been employed with the Company for more than six months and who are over the age of twenty-one. In fiscal 2016, plan benefits earned were frozen and participants no longer earned additional benefits under the plan. In fiscal 2022, the plan was terminated and the Company distributed benefits to plan participants in the form of a lump sum or the purchase of an annuity contract.

John P. Sumas also participates in a Supplemental Executive Retirement Plan (the "SERP"). The SERP compensates for limitations on benefits that were available through the VSMERP. Participants vested in the SERP benefit at a rate of 20% per year of service beginning in calendar 2004. The retirement benefit at normal retirement date for the SERP is calculated as 50% of the individual's average compensation during his or her highest sixty consecutive months in the last ten years before retirement, reduced by both the benefit the participant received under the VSMERP and the amount of the participant's social security benefits. Normal retirement is defined as the later of age 65 or five years of participation in the SERP. Early retirement is permitted upon the attainment of age 55 and the completion of at least five years of vesting service. Early retirement benefits are subject to a reduction of 1⁄15 for each of the first five years the early retirement date precedes the normal retirement date and 1⁄30 for each of the succeeding five years. Covered compensation under the SERP includes all salary and bonuses, whether paid in cash or deferred, as described in the 2026 Pension Benefits Table and the accompanying narrative description that follows this discussion and analysis.

Other Benefits

The Company's group health, dental, vision and life insurance plans are available to eligible full-time non-union employees. These plans do not discriminate in favor of the named executive officers. Non-employee directors of the Company's Board of Directors do not participate in these plans. The Company provides the named executive officers, as well as all supervisory personnel, with an auto allowance. The Company provides the named executive officers with long-term disability insurance. There are no other benefits provided to the named executive officers.

The Company believes the perquisites described above are necessary and appropriate in providing competitive compensation to our executive officers.

Employment Agreements

None of our current named executive officers has an employment contract.

The Company's equity plans described above permit the Compensation Committee to accelerate the vesting of all or some restricted shares in the event of a change in control or dissolution of the Company. This potential acceleration applies to all employees receiving grants and does not discriminate in favor of the named executive officers.

Potential Payments Upon Termination or Change-in-Control.

None of our named executive officers are entitled to special payments or benefits following termination of employment or in connection with a change in control of the Company. However, upon his termination of employment with the Company, John P. Sumas, or his beneficiary in the event of death, will, unless an election is made to receive payment in a different form, be entitled to payment of the actuarial equivalent of his benefit under the SERP in a single lump payment. The lump sum amount payable had John P. Sumas terminated employment on July 25, 2026 was $2,893,713.

Deductibility of Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") limits the deductibility of compensation paid to the chief executive officer and certain other "covered employees." The Compensation Committee intends to consider the potential impact of Section 162(m) on compensation decisions but reserves the right to approve compensation for an executive officer that exceeds the deduction limit of Section 162(m) in order to provide competitive compensation packages.

Financial Statement Restatement

The Company maintains an Incentive-Based Compensation Recovery Policy that provides for the recovery of erroneously awarded incentive-based compensation from current and former executive officers in accordance with SEC rules and NASDAQ listing standards. The Company has never restated its financial statements.

Hedging Policy

The Company's Insider Trading policy prohibits directors, executive officers and employees from hedging Company securities. See "Insider Trading Policy" above.

Results of 2023 Advisory Vote to Approve Executive Compensation

At the 2023 annual meeting of shareholders of the Company, we held an advisory vote on executive compensation. Over 94% of the votes cast were in favor of this advisory proposal. The Compensation Committee considered this favorable outcome when deciding to make no material changes in the structure of our compensation programs. The Compensation Committee will continue to consider the results from the future advisory votes to be held every three years on executive compensation, in accordance with the advisory vote of shareholders of the Company in 2023.

*

The foregoing Compensation Committee Report is not to be deemed "filed" with the SEC (irrespective of any general incorporation language in any document filed with the SEC) or subject to Regulation 14A of the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference into a document filed with the SEC.

SUMMARY COMPENSATION TABLE

During fiscal 2026, 2025 and 2024, John J. Sumas received dividends on unvested restricted stock of $29,528, $26,000 and $26,000, respectively; matching contributions under the Company's 401(k) plan of $14,400, $14,000 and $10,592, respectively; and an automobile allowance of $15,000 in each of the fiscal years presented.

During fiscal 2026, 2025 and 2024, Nicholas J. Sumas II received dividends on unvested restricted stock of $29,528, $26,000 and $26,000, respectively; matching contributions under the Company's 401(k) plan of $14,220, $13,219 and $11,966, respectively; and an automobile allowance of $15,000 in each of the fiscal years presented.

During fiscal 2026, 2025 and 2024, John P. Sumas received dividends on unvested restricted stock of $20,958, $26,000 and $26,000, respectively; matching contributions under the Company's 401(k) plan of $14,400, $14,000 and $9,277, respectively; and an automobile allowance of $15,000 in each of the fiscal years presented.

During fiscal 2026, John Van Orden received dividends on unvested restricted stock of $21,203; matching contributions under the Company's 401(k) plan of $14,400; and an automobile allowance of $12,000.

During fiscal 2026, Luigi Perri received dividends on unvested restricted stock of $10,673; matching contributions under the Company's 401(k) plan of $14,400; and an automobile allowance of $12,000.

2026 GRANTS OF PLAN-BASED AWARDS

The following table provides information about equity awards granted to the named executive officers in fiscal 2026.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth information for each named executive officer with respect to each award of restricted stock that was made at any time, had not vested and remained outstanding at July 25, 2026. There were no option awards outstanding for any named executive officer at July 25, 2026; thus that portion of the table is omitted.

Prior to fiscal 2026, restricted stock awards were primarily granted once every three years and cliff vested three years from the date of grant, subject to the individual's continued employment with the Company through the vesting date. Effective beginning with the March 2026 restricted stock awards granted, the Company transitioned from a three-year, cliff-vesting model to a three-year, graded-vesting model. Specifically, the Company's March 2026 restricted stock grant will vest in three installments, subject to the individual's continued employment through each applicable vesting date, as follows: one-half of the shares vest on March 16, 2027; one-third of the shares vest on March 14, 2028; and the remaining shares vest on March 13, 2029. Future restricted stock grants are expected to primarily occur annually in March and will vest in three equal installments over a three-year period following the date of grant (i.e., one-third each year), subject to the individual's continued employment through each applicable vesting date.

All awards are granted under a shareholder-approved plan and stock options are granted at an exercise price at or above the closing market price of the Company's common stock on the date of grant. The Company does not currently grant stock options, stock appreciation rights or similar option-like instruments, and did not grant any such awards to the named executive officers during fiscal 2026. Restricted stock awards are generally granted annually in March on a predetermined schedule, and the timing of grants is not tied to the Company's earnings releases or other disclosures. Equity awards, including options, are not granted in anticipation of the release of material non-public information, the Board of Directors and the Compensation Committee do not take material non-public information into account when determining the timing or terms of awards, and the release of material non-public information is not timed on the basis of option or equity grant dates or for the purpose of affecting the value of executive compensation.

OPTION EXERCISES AND STOCK VESTED

The following table provides restricted shares vested during fiscal 2026 for each named executive officer. No options were exercised by any named executive officer in fiscal 2026, thus that portion of the table is omitted.

PENSION BENEFITS

The following table provides information on pension benefits as of July 25, 2026 for the named executive officers who participate in the SERP. None of the other named executive officers participate in a pension or supplemental retirement plan.

The Company maintained a defined benefit pension plan (the Village Super Market Employees Retirement Plan, or "VSMERP") for employees not covered by a collective bargaining agreement who have been employed with the Company for more than six months and who are over the age of twenty-one. In fiscal 2016, plan benefits earned were frozen and participants no longer earned additional benefits under the plan. In fiscal 2022, the plan was terminated and the Company distributed benefits to plan participants in the form of a lump sum or the purchase of an annuity contract.

The Company adopted the Supplemental Executive Retirement Plan of Village Super Market, Inc. (the "SERP") effective January 1, 2004 for certain named executive officers. The SERP compensates for limitations on benefits that were available through the VSMERP. Participants vested in the SERP benefit at a rate of 20% per year of service beginning in calendar 2004. The retirement benefit at normal retirement date for the SERP is calculated as 50% of the individual's average compensation during his or her highest sixty consecutive months in the last ten years before retirement, reduced by both the benefit the participant received under the VSMERP and the amount of the participant's social security benefits. The Normal retirement is defined as the later of age 65 or five years of participation in the SERP. Early retirement is permitted upon the attainment of age 55 and the completion of at least five years of vesting service. Early retirement benefits are subject to a reduction of 1⁄15 for each of the first five years the early retirement date precedes the normal retirement date and 1⁄30 for each of the succeeding five years. Covered compensation under the SERP includes all salary and bonuses, whether paid in cash or deferred, as described in the 2026 Pension Benefits Table and the accompanying narrative description that follows this discussion and analysis.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2026, the Compensation Committee consisted of John J. Sumas, John P. Sumas, Robert Sumas, Steven Crystal and Stephen F. Rooney. John J. Sumas, the Company's Chief Executive Officer, and John P. Sumas, the Company's Executive Vice President, served as executive officers and employees of the Company during fiscal 2026. Robert Sumas, the Company's Senior Advisor to the Executive Committee, was an employee of the Company during fiscal 2026 and previously served as the Company's Chief Executive Officer. As noted elsewhere in the Proxy Statement under "Transactions with Related Persons," (i) Robert Sumas and John P. Sumas, through Sumas Realty Associates, have an indirect interest in the lease of the Company's Chatham, New Jersey supermarket; (ii) John J. Sumas holds a 5% interest in the Leverage Lender and is the lender under the Promissory Note entered into in connection with the NMTC financing of the Company's East Orange, New Jersey replacement store; and (iii) Robert Sumas, John P. Sumas and John J. Sumas, together with Nicholas J. Sumas II, personally guarantee all obligations of the Company to Wakefern. There are no other compensation committee interlocks between the Company and other entities involving the Company's executive officers and the Company's Board members who serve as executive officers of such other entities.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of July 25, 2026, the end of fiscal 2026, regarding shares of our Class A Stock that may be issued under our existing equity compensation plans, which consist solely of our Village Super Market, Inc. 2016 Stock Plan (the "2016 Plan"). The table does not include the 1,200,000 shares of Class A Stock that would be available for issuance under the Village Super Market, Inc. 2026 Equity Incentive Plan, which was adopted by our Board subject to shareholder approval and is being submitted for shareholder approval at the Annual Meeting as Proposal 4.

CEO PAY RATIO

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the following disclosure provides the relationship of the annual total compensation of our median employee to the annual total compensation of our CEO, John J. Sumas. The following ratio, computed for fiscal 2026, is a reasonable estimate calculated in a manner consistent with SEC rules which permit the use of estimates, assumptions, and adjustments, and is based on the methodology described herein.

We selected July 25, 2026 as the date on which to determine our median employee. At that time, our workforce was comprised of approximately 7,100 employees. Utilizing payroll records, we annualized total cash compensation earned during the last week of fiscal 2026 and selected a small group of employees around the estimated median. We then chose a median employee whom we felt was reasonably representative of our median employee. None of the permitted exemptions under the SEC rules were used to determine the median employee.

For purposes of the pay ratio, both the CEO and median employee's annual total compensation were calculated consistent with the disclosure requirements under the Summary Compensation Table.

Fiscal Year			Summary Compensation Table Total for PEO (John J. Sumas)(1)			Compensation Actually Paid to PEO (John J. Sumas)(2)			Summary Compensation Table Total for PEO (Robert Sumas)(3)			Compensation Actually Paid to PEO (Robert Sumas)(2)			Average Summary Compensation Table Total for non-PEO NEOs(4)			Average Compensation Actually Paid to non-PEO NEOs(2)			Value of Initial Fixed $100 Investment Based(5)						GAAP Net Income(6) ($ in Millions)			Adjusted Net Income(7) ($ in Millions)
																					TSR			Peer Group TSR
2026			$2,964,394			$3,169,270									$1,948,481			$2,079,655			$226.72			$195.23			$52.5			$52.7
2025			1,554,607			1,694,487			$902,261			$972,788			1,567,794			1,637,073			186.06			190.94			56.4			56.4
2024									1,432,211			1,601,724			1,322,414			1,421,465			153.57			146.15			50.5			51.9
2023									1,955,159			1,975,907			1,823,359			1,844,107			112.93			127.54			49.7			48.9
2022									1,251,742			1,252,210			1,124,397			1,124,865			104.59			123.70			26.8			35.4

(1)	Represents the total compensation for Mr. John J. Sumas, our Chief Executive Officer, for 2026 and 2025. Mr. J. Sumas was appointed as Chief Executive Officer effective December 13, 2024.

(2)

Represents the total compensation from the Summary Compensation Table for our Principal Executive Officer ("PEO") and the average total compensation for our named executive officers other than the PEO (referred to in this Pay Versus Performance disclosure as our "non-PEO NEOs") during 2026, 2025, 2024, 2023 and 2022 as adjusted to reflect changes in the fair value of outstanding stock and option awards in accordance with Item 402(v) of Regulation S-K. The adjustments to the values reported in the Summary Compensation table are set forth below in the Reconciliation of Summary Compensation Totals and Compensation Actually Paid.

(3)	Represents the total compensation for Mr. Robert Sumas, our former Chief Executive Officer and PEO, for 2025 (through December 13, 2024), 2024, 2023 and 2022. Mr. R. Sumas stepped down as Chief Executive Officer effective December 13, 2024.

(4)

Represents the average total compensation for Messrs. John P. Sumas, Nicholas J. Sumas II, John Van Orden and Luigi Perri, our non-PEO NEOs, from the Summary Compensation Table for 2026; Messrs. John P. Sumas and Nicholas J. Sumas II for 2025; Messrs. William Sumas, John P. Sumas, John J. Sumas and Nicholas J. Sumas II for 2024; and Messrs. William Sumas and John P. Sumas for 2023 and 2022.

(5)

Total Shareholder Return ("TSR"), for each fiscal year is based on a $100 common equity investment at the close of July 31, 2021, measuring through and including the end of the applicable year. Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's share price at the end and the beginning of the measurement period by (b) the Company's share price at the beginning of the measurement period. The peer group selected by the Company for purposes of the TSR benchmarking for the pay versus performance disclosures is the Dow Jones U.S. Food Retailers & Wholesalers Total Stock Market Index, which is the same peer group the Company uses for the performance graph in its Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K.

(6)	The dollar amounts reported represent the amount of net income reflected in the Company's audited financial statements for the applicable fiscal year.

(7)

Adjusted Net Income is defined as net income excluding certain non-routine transactions that, in the opinion of management, affect the comparability of operating results from period to period. For a reconciliation of Net Income to Adjusted Net Income, see our Annual Report on Form 10-K for the fiscal years presented.

The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate "compensation actually paid" to our PEOs.

The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average "compensation actually paid" to our non-PEO NEOs.

The table below shows the relationship between the compensation actually paid to the PEO and Average non-PEO NEOs relative to GAAP Net Income.

 

The table below shows the relationship between the compensation actually paid to the PEO and Average non-PEO NEOs relative to Adjusted Net Income.

 

The table below shows the relationship between the compensation actually paid to the PEO and Average non-PEO NEOs relative to Village Super Market's TSR and the cumulative TSR for the peer group reflected in the Pay Versus Performance Table above.

 

Most Important Financial Performance Measures

The following table presents the financial performance measures that the Company considers to have been the most important in linking compensation actually paid to its named executive officers in fiscal 2026 to the Company's performance.

DIRECTOR COMPENSATION

The following table describes fiscal 2026 compensation for non-employee directors, as well as employee directors who are not named executive officers (i.e., Perry J. Blatt and Robert Sumas). Compensation for employee directors who are named executives officers (i.e., John J. Sumas, Nicholas J. Sumas II and John P. Sumas) is disclosed in the section above entitled "Summary Compensation Table."

Employee directors receive no compensation for their service on the Board of Directors. Non-employee directors are currently paid an annual retainer of $50,000. In addition, the Chairman of the Audit Committee is paid $2,500. No meeting fees are currently paid. In addition, the Company has periodically granted to each of its non-employee directors either options to purchase shares or restricted shares.

TRANSACTIONS WITH RELATED PERSONS

Other than compensation arrangements for our named executive officers and directors, which are described in the section entitled "Executive Compensation," we have had the following transactions or series of similar transactions to which we were a party or will be a party, in which (1) the amounts involved exceeded or will exceed $120,000; and (2) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

In connection with the financing, VSM New Markets II LLC (the "Leverage Lender") loaned $4,431,400 to DV-ShopRite QEI, LLC (the "Investment Fund") at an interest rate of 1.00% per year and with a maturity date of December 10, 2051. Additionally, Valley Bank contributed $1,928,600 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 $6,000,000 of the proceeds to a CDE, which, in turn, loaned combined funds of $5,562,975, net of debt issuance costs of $437,025, 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 were used to partially fund the construction of the East Orange replacement store.

In order to facilitate the transaction, the Company and John J. Sumas entered into a joint venture agreement to form the Leverage Lender. The Company and Mr. Sumas have a 95% and 5% ownership interest in the Leverage Lender, respectively. Pursuant to a promissory note entered into between Mr. Sumas and the Leverage Lender on December 19, 2025 (the "Promissory Note"), Mr. Sumas provided a $221,570 loan to the Leverage Lender to partially fund the $4,431,400 leverage loan between the Leverage Lender and the Investment Fund and the remainder of the funds required for the leverage loan were funded by the Company. The Promissory Note between Mr. Sumas and the Leverage Lender, an affiliate of the Company, bears an annual interest rate of 7.00%, payable quarterly, and matures on March 31, 2033. The related interest expense paid to Mr. Sumas during fiscal 2026 was $8,270.

Mrs. L. Sumas receives total compensation of approximately $441,000, including base salary and annual cash bonus. Ms. S. Sumas, Mrs. Good and Mrs. L. Sumas are also eligible for equity awards and perquisite benefits on the same general terms and conditions as applicable to employees in similar positions within the Company.

It is the Company's policy that the Audit Committee review and approve any transactions with related persons in excess of $120,000. This policy is set forth in writing in the Audit Committee's charter, which is attached to this Proxy Statement as Appendix A and provides that the Audit Committee will review and approve related person transactions, as defined by SEC rules, and establish and oversee policies and procedures for the review and approval of related person transactions. There were no other related party transactions required to be reviewed or approved in fiscal 2026 other than those described above.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's executive officers and directors to file with the SEC reports of ownership and reports of changes in ownership of Class A Stock and Class B Stock. Copies of these reports must also be furnished to the Company. Based solely on a review of these filings and written representations from reporting persons, the Company believes that all filing requirements applicable to its executive officers and directors were complied with during fiscal 2026, except that one Form 4 for each of John J. Sumas, Nicholas J. Sumas II, John P. Sumas, Robert Sumas, John Van Orden, Luigi Perri, and Perry J. Blatt, each reporting one transaction, was filed late on March 27, 2026. Each late Form 4 reported Class A Stock surrendered or withheld in satisfaction of withholding taxes in connection with restricted stock awards that vested on March 17, 2026. In addition, Perry J. Blatt did not timely report two transactions relating to gifts of Class A Stock to a donor-advised fund made on May 1, 2023 and February 11, 2025. These transactions were reported on a Form 4 filed on October 19, 2026.

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The appointment by the Audit Committee of KPMG LLP as independent auditors to audit the consolidated financial statements of the Company for the fiscal year ending July 31, 2027 is to be submitted at the meeting for ratification or rejection. The consolidated financial statements of the Company for the 2026, 2025, and 2024 fiscal years were audited by KPMG LLP.

Representatives of KPMG LLP are expected to attend the Annual Meeting and will be given the opportunity to make a statement if they wish to do so and will be available to respond to appropriate questions.

Although ratification by the shareholders of the appointment of independent auditors is not required, the Audit Committee will reconsider its appointment of KPMG LLP if such ratification is not obtained. Ratification shall require a majority of the votes cast.

The following table presents fees for professional services rendered by KPMG LLP for the audit of the Company's annual consolidated financial statements for fiscal 2026 and 2025, and fees billed for other services rendered by KPMG LLP:

The Audit Committee pre-approved all services described above for fiscal 2026 and 2025, including any non-audit services, and has determined that these fees and services are compatible with maintaining the auditors' independence. The Company's Audit Committee requires that each service provided by our independent auditor be pre-approved by the committee. However, the committee has empowered the chair of the committee to grant such approval on its behalf as to matters that arise between Audit Committee meetings.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY's INDEPENDENT AUDITORS FOR THE 2027 FISCAL YEAR.

The approval of the ratification of the appointment of KPMG LLP as the Company's independent auditors for fiscal 2027 will require the affirmative vote of a majority of all of the votes cast. As a result, abstentions and broker non-votes, if any, and any other failure to submit a proxy or vote at the virtual meeting, will not affect the outcome of the vote of Proposal 2.

PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by Section 14A of the Securities Exchange Act of 1934, as amended, we are providing our shareholders with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement. The vote is advisory, which means that the vote is not binding on the Company, our Board of Directors or the Compensation Committee. Although the vote is advisory, the Compensation Committee will consider the outcome of the vote when making future executive compensation decisions. Consistent with the preference expressed by our shareholders at the 2023 annual meeting, the Company currently holds an advisory vote on the compensation of our named executive officers every three years. Accordingly, the next such advisory vote is expected to occur at the 2029 annual meeting of shareholders

"Resolved, that the shareholders approve, on a non-binding advisory basis, the compensation of the Company's named executive officers, as disclosed in Village Super Market, Inc.'s Proxy Statement for the 2026 Annual Meeting of Shareholders."

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY's NAMED EXECUTIVE OFFICERS.

PROPOSAL 4 - TO APPROVE THE VILLAGE SUPER MARKET, INC. 2026 EQUITY INCENTIVE PLAN

General

On December 11, 2026, subject to the approval of our shareholders, our Board will adopt the Village Super Market, Inc. 2026 Equity Incentive Plan, (the "2026 Plan") to succeed our 2016 Equity Incentive Plan, as amended (also referred to as the "2016 Plan") which is set to expire on December 16, 2026. Our Board believes that it is critical for us to continue to have the ability to offer competitive equity compensation awards to attract, retain and motivate the members of our management team and other key employees and service providers upon whom the Company's success depends.

Like the 2016 Plan, the general purpose of the 2026 Plan is to provide a means whereby our eligible employees, officers, non-employee directors and other individual service providers may develop a sense of proprietorship and personal involvement in our development and financial success, and to encourage them to devote their best efforts to our business, thereby advancing our interests and the interests of our shareholders.

Since the 2016 Plan is scheduled to expire, if our shareholders do not approve the 2026 Plan, we will not have the ability to attract, motivate and retain the personnel needed to develop and enhance our business. Accordingly, our Board believes that it is in the best interests of our Company and our shareholders for our shareholders to approve the 2026 Plan.

Plan Design and Share Reserve Considerations

The Company has historically granted restricted stock awards every three years, with vesting occurring on a cliff-vesting basis. Following a review of the Company's equity compensation program, the Compensation Committee determined that an annual equity award program with graded vesting would better support retention, succession planning and leadership continuity. As a result, beginning in fiscal 2026, the Company transitioned all participants in the restricted stock program from a three-year cliff-vesting grant cycle to annual restricted stock grants that generally vest over a three-year period. To facilitate this transition, the Compensation Committee approved transition awards for all participants during fiscal 2026. The transition awards and future annual awards are designed to result in awards generally vesting in equal one-third installments over three years, subject to the participant's continued employment with the Company.

Under the current program, equity awards are determined using a target grant-date value approach. In determining target award values, the Compensation Committee considers an individual's position within the organization, responsibilities, tenure, individual performance, overall contribution to the Company and market data provided by its independent compensation consultant. The target award value is converted into a number of shares based on the fair market value of the Company's common stock over a 20-day trading average prior to the grant date. Accordingly, the number of shares awarded may vary from year to year based on changes in the Company's stock price.

In approving the 2026 Plan and recommending it to shareholders, the Board considered the design of the Plan, the Company's historical use of equity compensation, anticipated future equity compensation needs and the potential dilutive effect of the shares to be reserved under the Plan. The Board believes the Plan provides an appropriate framework for administering the Company's equity compensation program in a manner that supports the retention of key employees, promotes alignment with shareholders and provides for responsible use of the Company's equity resources. Based on the Company's current expectations regarding future equity awards, the Board believes that the proposed share reserve represents a reasonable amount of equity capacity and is expected to support the Company's equity compensation program for approximately 10 years. Actual share usage and the duration of the share reserve will depend on a number of factors, including future award levels, the market price of the Company's common stock and changes in the number of eligible participants.

Description of the 2026 Plan

The following description of the principal terms of the 2026 Plan is a summary and is qualified in its entirety by the full text of the 2026 Plan, which is attached as Appendix B hereto.

Types of Awards. The 2026 Plan permits various ways for eligible individuals to acquire shares of our Class A Stock, including through the grant of stock options (including incentive stock options ("ISOs") that are intended to meet the requirements of Section 422 of the Code), stock appreciation rights ("SARs"), restricted stock, restricted stock units,

performance shares, performance units, incentive bonuses and other types of cash-based and stock-based awards authorized under the 2026 Plan. The various types of options and other awards that may be granted under the 2026 Plan, which are described in further detail below, are referred to as "awards."

Administration. The 2026 Plan will be administered by the Compensation Committee of our Board, but the entire Board may act in lieu of the Compensation Committee on any matter involving the Plan. The Compensation Committee may delegate to certain officers authority to grant awards to eligible individuals (other than officers and directors). Under the 2026 Plan, the Compensation Committee has authority to determine the terms of awards and underlying award agreements, including:

The Compensation Committee may establish rules and regulations for the administration of the 2026 Plan and make amendments or modifications to outstanding awards. Subject to applicable law and the 2026 Plan, the Compensation Committee may delegate administrative functions of the 2026 Plan to officers, employees and directors.

Expiration of the 2026 Plan. No awards may be made under the 2026 Plan on or after December 11, 2036 (the "expiration date"), but the 2026 Plan will continue thereafter while awards granted prior to the expiration date remain outstanding.

Eligibility. Awards may be granted to employees, officers and directors of our Company and its subsidiaries, including any person who the Compensation Committee determines is a prospective employee, officer or director of our Company or any of its subsidiaries. As of October 12, 2026 our Company and its subsidiaries had a total of approximately 7,100 employees, including executive officers and employee directors, as well as non-employee directors.

Shares Subject to the 2026 Plan. The aggregate number of shares of our Class A Stock available for issuance in connection with awards granted under the 2026 Plan is 1,200,000 (equal to 8% of our outstanding shares of Common Stock as of October 12, 2026), all of which may be issued pursuant to the exercise of ISOs.

Shares of our Class A Stock issued as a result of awards under the 2026 Plan may be either authorized but unissued shares or shares held in the Company's treasury.

The number of shares available under the 2026 Plan will be depleted on the date of the grant of an award by the maximum number of shares, if any, with respect to which such award is granted. An award that may be settled solely in cash shall not cause any depletion of the shares available under the 2026 Plan. In general, if an award granted under the 2026 Plan lapses, expires, terminates or is cancelled without the issuance of shares under the award, or if shares under an award are forfeited due to a failure to satisfy vesting or other conditions, then such shares will again be available for issuance under the 2026 Plan. In addition, shares issued as inducement awards or in connection with a merger or acquisition as permitted by applicable stock exchange rules, and shares subject to substitute awards granted in connection with a corporate transaction, will not reduce the number of shares available for issuance under the 2026 Plan.

As of October 12, 2026, the record date, the closing price of our Class A Stock was $43.95 per share.

Director Award Limit. No non-employee director of the Board may receive awards in any calendar year having an accounting value in excess of $300,000; except that such limit is increased to $500,000 for the initial year of a non-employee director's term.

Adjustments. The number of shares of our Class A Stock authorized for issuance under the 2026 Plan, the foregoing share limitations and director award limits, and the number and kind of shares, price and performance goals applicable to outstanding awards are subject to customary adjustments for stock splits, stock dividends, similar transactions or any other change affecting our Class A Stock.

Terms and Conditions of Options. Options granted under the 2026 Plan may be either ISOs or "nonqualified stock options" that do not meet the requirements of Section 422 of the Code. The Compensation Committee will determine

the exercise price of options granted under the 2026 Plan. The exercise price of stock options generally may not be less than the fair market value per share of our Class A Stock on the date of grant (or 110% of fair market value in the case of ISOs granted to a ten-percent shareholder). The exercise price of a nonqualified stock option may be less than the fair market value per share of our Class A Stock on the date of grant if the option is exempt from the requirements of Section 409A of the Code.

No option may be exercisable for more than ten years (five years in the case of an ISO granted to a ten-percent shareholder) from the date of grant. Options granted under the 2026 Plan will be exercisable at such time or times as the Compensation Committee prescribes at the time of grant. No employee may receive ISOs that first become exercisable in any calendar year in an amount exceeding $100,000.

The Compensation Committee may, in its discretion, permit a holder of a nonqualified stock option to exercise the option before it has otherwise become exercisable, in which case the shares of our Class A Stock issued to the recipient will continue to be subject to the vesting requirements that applied to the nonqualified stock option before exercise.

Generally, the option price may be paid by certified or bank check. However, the Compensation Committee may permit other methods of payment, including (a) in the form of shares of our Class A Stock that have been held for such period of time as the Compensation Committee may deem appropriate, valued at fair market value of such shares on the date of exercise, (b) by surrendering to the Company shares of our Class A Stock otherwise receivable on exercise of the option, (c) by a cashless exercise program implemented by the Compensation Committee, (d) subject to the approval of the Compensation Committee, by a full recourse, interest bearing promissory note having such terms as the Compensation Committee may, in its sole discretion, permit and/or (e) by such other method as may be approved by the Compensation Committee and set forth in an individual award agreement.

No option may be transferred other than by will or by the laws of descent and distribution, and during a recipient's lifetime an option may be exercised only by the recipient. However, the Compensation Committee may permit the holder of an option, SAR or other award to transfer the option, right or other award to immediate family members, a family trust for estate planning purposes or by gift to charitable institutions. The Compensation Committee will determine the extent to which a holder of a stock option may exercise the option following a termination of service with us for any other reason (other than for cause), but in no event beyond the expiration of the option's term.

Stock Appreciation Rights. The Compensation Committee will generally determine all terms and conditions of each SAR. The exercise price per share of a SAR will not be less than 100% of the fair market value of a share of our Class A Stock on the date of grant. The maximum term of any SAR granted under the 2026 Plan is ten years from the date of grant. Generally, each SAR will entitle a participant upon exercise to an amount equal to the excess of the fair market value of a share of our Class A Stock on the exercise date over the exercise price, multiplied by the number of shares of our Class A Stock covered by the SAR. Payment may be made in shares of our Class A Stock, in cash, or partly in shares of our Class A Stock and partly in cash, all as determined by the Compensation Committee.

Restricted Stock and Restricted Stock Units. The Compensation Committee will generally determine all terms and conditions of each restricted stock award and/or restricted stock unit award under the 2026 Plan. Restricted stock awards consist of shares of our Class A Stock that are transferred to a recipient, with or without consideration, subject to restrictions that may result in forfeiture if specified conditions are not satisfied. Restricted stock units confer the right to receive shares of our Class A Stock, cash, or a combination of shares of our Class A Stock and cash, at a future date upon or following the attainment of certain conditions specified by the Compensation Committee. Dividends or distributions with respect to restricted stock may be paid to the holder of the shares as and when dividends are paid to stockholders or at the time that the restricted stock vests, as determined by the Compensation Committee. If any dividends or distributions are paid in shares of our Class A Stock before the restricted stock vests, such shares will be subject to the same restrictions as the underlying restricted stock. Dividend equivalent amounts may be paid with respect to restricted stock units, in the discretion of the Compensation Committee, either immediately to the holder of the restricted stock unit or subject to the same vesting restrictions as the restricted stock units to which they relate. Unless the Compensation Committee determines otherwise, holders of restricted stock will have the right to vote the shares.

Performance Shares and Performance Units. Performance share awards and performance unit awards under the 2026 Plan, respectively, are restricted stock awards and restricted stock unit awards that may be earned or become vested subject to the achievement of such performance goals as the Compensation Committee deems appropriate.

Incentive Bonuses. The Compensation Committee may grant incentive bonus awards under the 2026 Plan from time to time. The terms of incentive bonus awards will be set forth in award agreements having such terms and conditions as the Compensation Committee determines, including performance goals and the amount of payment based on achievement of such goals. Incentive bonus awards are payable in cash and/or shares of our Class A Stock.

Other Stock-Based and Cash-Based Awards. The Compensation Committee may award other types of equity-based or cash-based awards under the 2026 Plan, including the grant or offer for sale of shares of our Class A Stock that do not have vesting requirements and the right to receive one or more cash payments subject to satisfaction of such conditions as the Compensation Committee may impose.

Effect of Certain Corporate Transactions. The Compensation Committee may, at the time of the grant of an award, provide for the effect of a "change in control" (as defined in the 2026 Plan) on any award, including (i) accelerating or extending the time periods for exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions of an award, (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee, or (iv) such other modification or adjustment to an award as the Compensation Committee deems appropriate. The Compensation Committee may, in its sole and absolute discretion and without the need for the consent of any recipient of an award, also take one or more of the following actions contingent upon the occurrence of a change in control: (a) cause any or all outstanding options and SARs to become immediately exercisable, in whole or in part; (b) cause any other awards to become non-forfeitable, in whole or in part; (c) cancel any option or SAR in exchange for a substitute option; (d) cancel any award of restricted stock, restricted stock units, performance shares or performance units in exchange for a similar award of the capital stock of any successor corporation; (e) redeem any restricted stock for cash and/or other substitute consideration with a value equal to the fair market value of an unrestricted share of our Class A Stock on the date of the change in control; (f) terminate any award for cash and/or property equal to the amount, if any, that would have been attained upon the exercise of such award or realization of the holder's rights as of the date of the occurrence of the change in control, but if the change in control consideration with respect to any option or SAR does not exceed its exercise price, the option or SAR may be canceled without payment of any consideration; or (g) take any other action necessary or appropriate to carry out the terms of any definitive agreement controlling the terms and conditions of the change in control.

Amendment and Termination of Plan. Our Board may at any time suspend or terminate the 2026 Plan and may at any time amend the 2026 Plan in such manner as the Board may deem advisable or in the best interests of the Company, except that no amendment, suspension or termination may materially and adversely affect the rights of a participant under an outstanding award without the participant's consent, any amendment that requires shareholder approval to comply with any applicable law, regulation, or stock exchange rule will be subject to shareholder approval, and shareholder approval will be required for any amendment to the 2026 Plan that (i) increases the number of shares of our Class A Stock available for issuance under the 2026 Plan, or (ii) changes the persons or class of persons eligible to receive awards.

Amendment, Modification, Cancellation and Disgorgement of Awards. Subject to exceptions specified in the 2026 Plan, the Compensation Committee may terminate or cause a recipient to forfeit an award, and require the recipient to disgorge any gains attributable to an award, if the recipient engages in any action constituting, as determined by the Compensation Committee in its discretion, cause for termination or a breach of a material policy, any award agreement or any other agreement concerning noncompetition, non-solicitation, no-hire, confidentiality, trade secrets, intellectual property, non-disparagement or similar obligations. All awards, and any shares issued or cash paid pursuant to an award, are also subject to any applicable recoupment or clawback policy adopted by our Board or any recoupment or similar requirement contained in applicable law, regulation or the listing requirements of the exchange or system on which our Class A Stock is principally traded.

New Plan Benefits

Awards under the 2026 Plan are within the discretion of the Compensation Committee and we cannot determine now the number or type of options or other awards to be granted in the future to any particular person or group. Neither the Board nor the Compensation Committee has granted any awards under the 2026 Plan that are subject to shareholder approval of this Proposal 4.

U.S. Federal Income Tax Consequences

Following is a summary of the U.S. federal income tax consequences of option and other grants under the 2026 Plan. Optionees and recipients of other rights and awards granted under the 2026 Plan are advised to consult their personal tax advisors before exercising an option or SAR or disposing of any stock received pursuant to the exercise of an option or

SAR or following the vesting and payment of any award. In addition, the following summary is based upon an analysis of the Code as currently in effect, existing laws, judicial decisions, administrative rulings, regulations and proposed regulations, all of which are subject to change and does not address state, local, foreign or other tax laws.

Treatment of Options

The Code treats ISOs and nonqualified stock options differently. However, as to both types of options, no income will be recognized by the optionee at the time of the grant of the options under the 2026 Plan, nor will we be entitled to a tax deduction at that time.

Generally, upon exercise of a nonqualified stock option (including an option intended to be an incentive stock option but which has not continued to so qualify at the time of exercise), an optionee will recognize ordinary income tax on the excess of the fair market value of the stock on the exercise date over the option price. We will be entitled to a tax deduction in an amount equal to the ordinary income recognized by the optionee in the fiscal year which includes the end of the optionee's taxable year. We will be required to satisfy applicable withholding requirements in order to be entitled to a tax deduction. In general, if an optionee, in exercising a nonqualified stock option, tenders shares of Class A Stock in partial or full payment of the option price, no gain or loss will be recognized on the tender. However, if the tendered shares were previously acquired upon the exercise of an ISO and the tender is within two years from the date of grant or one year after the date of exercise of the ISO, the tender will be a disqualifying disposition of the shares acquired upon exercise of the ISO.

For ISOs, there is no taxable income to an optionee at the time of exercise. However, the excess of the fair market value of the stock on the date of exercise over the exercise price will be taken into account in determining whether the "alternative minimum tax" will apply for the year of exercise. If the shares acquired upon exercise are held until at least two years from the date of grant and more than one year from the date of exercise, any gain or loss upon the sale of such shares, if held as capital assets, will be long-term capital gain or loss (measured by the difference between the sales price of the stock and the exercise price). Under current federal income tax law, a long-term capital gain will be taxed at a rate which is less than the maximum rate of tax on ordinary income. If the two-year and one year holding period requirements are not met (a "disqualifying disposition"), an optionee will recognize ordinary income in the year of disposition in an amount equal to the lesser of (i) the fair market value of the stock on the date of exercise minus the exercise price or (ii) the amount realized on disposition minus the exercise price. The remainder of the gain will be treated as long-term or short-term capital gain, depending upon whether the stock has been held for more than a year. If an optionee makes a disqualifying disposition, we will be entitled to a tax deduction equal to the amount of ordinary income recognized by the optionee.

In general, if an optionee, in exercising an ISO, tenders shares of our Class A Stock in partial or full payment of the option price, no gain or loss will be recognized on the tender. However, if the tendered shares were previously acquired upon the exercise of another ISO and the tender is within two years from the date of grant or one year after the date of exercise of the other option, the tender will be a disqualifying disposition of the shares acquired upon exercise of the other option.

As noted above, the exercise of an ISO could subject an optionee to the alternative minimum tax. The application of the alternative minimum tax to any particular optionee depends upon the particular facts and circumstances which exist with respect to the optionee in the year of exercise. However, as a general rule, the amount by which the fair market value of the common stock on the date of exercise of an option exceeds the exercise price of the option will constitute an item of "adjustment" for purposes of determining the alternative minimum taxable income on which the alternative tax may be imposed. As such, this item will enter into the tax base on which the alternative minimum tax is computed and may therefore cause the alternative minimum tax to become applicable in any given year.

Treatment of Stock Appreciation Rights

Generally, the recipient of a SAR will not recognize any income upon grant of the SAR, nor will we be entitled to a deduction at that time. Upon exercise of a SAR, the holder will recognize ordinary income, and we generally will be entitled to a corresponding deduction, equal to the excess of fair market value of our Class A Stock at that time over the exercise price.

Treatment of Stock Awards

Generally, absent an election to be taxed currently under Section 83(b) of the Code (a "Section 83(b) Election"), there will be no federal income tax consequences to either the recipient or us upon the grant of a restricted stock award or award of performance shares. At the expiration of the restriction period and the satisfaction of any other restrictions

applicable to the restricted shares, the recipient will recognize ordinary income and we generally will be entitled to a corresponding deduction equal to the fair market value of our Class A Stock at that time. If a Section 83(b) Election is made within 30 days after the date the restricted stock award is granted, the recipient will recognize an amount of ordinary income at the time of the receipt of the restricted shares, and we generally will be entitled to a corresponding deduction, equal to the fair market value (determined without regard to applicable restrictions) of the shares at such time, less any amount paid by the recipient for the shares. If a Section 83(b) Election is made, no additional income will be recognized by the recipient upon the lapse of restrictions on the shares (and prior to the sale of such shares), but, if the shares are subsequently forfeited, the recipient may not deduct the income that was recognized pursuant to the Section 83(b) Election at the time of the receipt of the shares.

The recipient of an unrestricted stock award, including a performance unit award, will recognize ordinary income, and we generally will be entitled to a corresponding deduction, equal to the fair market value of our Class A Stock that is the subject of the award when the award is made.

The recipient of a restricted stock unit generally will recognize ordinary income as and when the units vest and are settled. The amount of the income will be equal to the fair market value of the shares of our Class A Stock issued at that time, and we will be entitled to a corresponding deduction. The recipient of such an award will not be permitted to make a Section 83(b) Election with respect to the award.

Treatment of Incentive Bonus Awards and Other Stock or Cash Based Awards

Generally, the recipient of an incentive bonus or other stock or cash based award will not recognize any income upon grant of the award, nor will we be entitled to a deduction at that time. Upon payment with respect to such an award, the recipient will recognize ordinary income, and we generally will be entitled to a corresponding deduction, equal to the amount of cash paid and/or the fair market value of our Class A Stock issued at that time.

Potential Limitation on Company Deductions

Section 162(m) of the Code generally disallows a tax deduction for compensation in excess of $1 million paid in a taxable year by a publicly held corporation to its chief executive officer and certain other "covered employees." Our Board and the Compensation Committee intend to consider the potential impact of Section 162(m) on grants made under the 2026 Plan, but reserve the right to approve grants of options and other awards for an executive officer that exceed the deduction limit of Section 162(m).

Tax Withholding

As and when appropriate, we shall have the right to require each optionee purchasing shares of our Class A Stock and each grantee receiving an award under the 2026 Plan to pay any federal, state or local taxes required by law to be withheld.

Approval Required

Shareholder approval of this Proposal 4 will require the affirmative vote of the holders of a majority of the votes cast at the Annual Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE THE VILLAGE SUPER MARKET, INC. 2026 EQUITY INCENTIVE PLAN.

SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING

Proposals to be Considered for Inclusion in our 2027 Proxy Materials

In order for a shareholder proposal to be eligible to be included in our proxy statement and proxy card for the 2027 Annual Meeting, the proposal must (1) be received by us at our principal executive offices, 733 Mountain Avenue, Springfield, New Jersey 07081, attn: Secretary, no later than June 28, 2027, and (2) concern a matter that may be properly considered and acted upon at the annual meeting in accordance with applicable laws, regulations and our By-laws and policies, and must otherwise comply with Rule 14a-8 of the Securities Exchange Act of 1934, as amended.

Other Proposals to be Brought Before the 2027 Annual Meeting

If a shareholder intends to present a proposal at the 2027 Annual Meeting other than pursuant to Rule 14a-8, and the proposal is not included in our proxy materials, notice of the proposal will be considered untimely if it is received by us at our principal executive offices, 733 Mountain Avenue, Springfield, New Jersey 07081, attn: Secretary, after September 11, 2027. If notice is not received by that date, the persons named as proxies in the proxy card for the 2027 Annual Meeting will have discretionary authority to vote on the proposal in accordance with Rule 14a-4(c)(1) under the Exchange Act.

Director Nominations for the 2027 Annual Meeting

In order to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice to us at our principal executive offices, 733 Mountain Avenue, Springfield, New Jersey 07081, attn: Secretary, no later than October 12, 2027.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokers and other nominee record holders may be participating in the practice of "householding" proxy statements. This means that only one copy of this Proxy Statement may have been sent to multiple shareholders in the same household. We will promptly deliver a separate copy of this Proxy Statement to any shareholder upon written or oral request to: Village Super Market, Inc., 733 Mountain Avenue, Springfield, New Jersey 07081, or by phone at (973) 467-2200. Any shareholder who wants to receive a separate copy of this Proxy Statement, or of our proxy statements or annual reports in the future, or any shareholder who is receiving multiple copies and would like to receive only one copy per household, should contact the shareholder's bank, broker, or other nominee record holder, or the shareholder may contact us at the address and phone number above.

OTHER MATTERS

The Company will provide, without charge, a copy of its 2026 Form 10-K, including the audited financial statements but excluding exhibits, to any shareholder of record or beneficial owner of the Company's Common Stock as of October 12, 2026, upon written request. Requests are to be addressed to the Secretary of the Company, Village Super Market, Inc., 733 Mountain Avenue, Springfield, New Jersey 07081.

All expenses incurred in connection with the preparation and circulation of this Proxy Statement in an amount that would normally be expended in connection with the Annual Meeting in the absence of a contest will be paid by the Company. The Company does not intend to retain a proxy solicitor in connection with the Annual Meeting. Management does not know of any other business that will be presented at the Annual Meeting.

By order of the Board of Directors,

JOHN P. SUMAS,

Secretary

October 26, 2026

Appendix A

Village Super Market, Inc.

 

Charter of the Audit Committee of the Board of Directors

 

Audit Committee Purpose

The Audit Committee (the "Committee") is appointed by, and reports to, the Board of Directors (the "Board") to assist the Board in fulfilling its oversight responsibilities. The Committee's responsibilities include:

The Committee has the authority to conduct any investigation it deems appropriate to fulfilling these responsibilities and shall have direct access to the independent auditors. The Committee can retain, at the Company's expense, any legal, accounting or other consultants or experts it deems necessary in the performance of its duties. The independent auditors shall report directly to the Committee.

Audit Committee Composition and Meetings

Committee members shall meet the requirements of the NASDAQ and the Securities and Exchange Commission. The Committee shall be comprised of three or more directors, as determined by the Board, each of whom shall be independent, non-executive directors free from any relationship that would interfere with independent judgment. All members of the Committee must be financially literate and able to understand and evaluate fundamental financial statements. In addition, at least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background, which results in the individual's financial sophistication, including being or having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities.

Audit Committee members shall be appointed by, and a Chairman designated by, the Board. No member of the Committee can be removed except by majority of the independent directors of the full Board then in office.

The Committee shall meet at least four times annually, or more frequently as circumstances require. The Committee Chairman shall prepare and/or approve an agenda in advance of each meeting. The Committee should meet privately in executive session, at least annually, with management, the independent auditors, and as a committee to discuss any matters that the Committee, or each of these groups believe should be discussed. In addition, the Committee should communicate with management and the independent auditors quarterly to review the Company's financial statements and any significant findings by the auditors. The Chairman is responsible for ensuring that Minutes are maintained for each meeting and subsequently approved by the Committee.

Audit Committee Responsibilities and Duties

Review Procedures

Independent Auditors

The Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm or for performing audit or attest services. The independent registered public accounting firm reports directly to the Committee.

Other Responsibilities

Perform any other activities consistent with this Charter, the Company's by-laws, and governing law, as the Committee, or the Board, deems necessary or appropriate.

Appendix B

Village Super Market, Inc.

 

2026 Equity Incentive Plan

Capitalized terms used and not otherwise defined in this Plan or in any Award Agreement have the following meanings:

Affiliate, (v) willful neglect in the performance of a Participant's duties for the Company or any Affiliate, or the refusal to perform any lawful, material obligation or fulfill any duty (other than any duty or obligation of the type described in clause (vii) below) to the Company or its Affiliates (other than due to a disability), which refusal, if curable, is not cured within ten (10) days after delivery of written notice thereof; (vi) material breach of any agreement with or duty owed to the Company or any of its Affiliates, which breach, if curable, is not cured within ten (10) days after the delivery of written notice thereof; (vii) any breach of any obligation or duty to the Company or any of its Affiliates (whether arising by statute, common law or agreement) relating to confidentiality, noncompetition, non-solicitation or proprietary rights; or (viii) any material breach of any policy of the Company or its Affiliates or any action that the Board, in its sole discretion, determines is reasonably likely to cause the Company or its Affiliates disgrace or disrepute. Notwithstanding the foregoing, if a Participant and the Company (or any of its Affiliates) have entered into an employment agreement, consulting agreement or other similar agreement that specifically defines "cause," then with respect to such Participant, "Cause" shall have the meaning defined in that employment agreement, consulting agreement or other agreement.

(i) any "person," including a "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding the Company, any entity Controlling, Controlled by or under common Control with the Company, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any such entity, and, with respect to any particular Participant, the Participant and any "group" (as such term is used in Section 13(d)(3) of the Exchange Act) of which the Participant is a member), is or becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of either (A) the combined voting power of the Company's then outstanding securities or (B) the then outstanding shares of Common Stock (in either such case other than as a result of an acquisition of securities directly from the Company), except for any Person who becomes the beneficial owner in connection with a merger, consolidation, reorganization of the Company or similar transaction, with any other corporation or entity, immediately following which transaction, the individuals who comprise the Board immediately prior thereto, constitute at least a majority of the Board of the surviving entity; or

(ii) any consolidation, reorganization, merger or similar transaction of the Company where the stockholders of the Company, immediately prior to the consolidation, reorganization, merger or similar transaction, would not, immediately after the consolidation, reorganization, merger or similar transaction, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or

(iii) there shall occur (A) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by "persons" (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale or (B) the approval by stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or

(iv) the members of the Board at the beginning of any consecutive 24-calendar-month period (the "Incumbent Directors") cease for any reason other than due to death or disability to constitute at least a majority of the members of the Board or equivalent governing body; provided that any Director whose election, or nomination for election by the Company's stockholders, was approved or ratified by a vote of at least a majority of the members of the Board then still in office who were members of the Board at the beginning of such 24-calendar-month period, shall be deemed to be an Incumbent Director; or

(v) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, (1) no event or condition shall constitute a Change in Control to the extent that, if it were, a penalty tax would be imposed under Section 409A of the Code; provided that, in such a case, the event or condition shall continue to constitute a Change in Control to the maximum extent possible (e.g., if applicable, in respect of vesting without an acceleration of distribution) without causing the imposition of such penalty tax and (2) no Change in Control shall be deemed to have occurred, and no rights arising upon a Change in Control as provided in the Plan or any Award Agreement shall exist, to the extent that the Board so determines by resolution adopted and not rescinded prior to the Change in Control; provided, however, that no such determination by the Board shall be effective if it would cause a Participant to be subject to a penalty tax under Section 409A of the Code. The Board shall have full and final authority, in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control, and any incidental matters relating thereto.

limitations of the Plan, the Committee shall have authority in its discretion to determine the Eligible Persons to whom, and the time or times at which, Awards may be granted, the number of shares, units or other rights subject to each Award, the exercise, base or purchase price of an Award (if any), the circumstances under which an Award may be settled (including the settlement in cash, shares of Common Stock, other Awards or property), the time or times at which an Award will become vested, exercisable or payable, the performance criteria (including the satisfaction thereof), performance goals and other conditions of an Award (including the methodology for determining if the performance criteria have been met), the duration of the Award, and all other terms of the Award. Subject to the terms of the Plan, the Committee shall have authority to amend the terms of an Award in any manner that is not inconsistent with the Plan, including without limitation to determine, add, cancel, waive, amend or otherwise alter any restrictions, terms or conditions of any Award, extend the post-termination exercisability period of any Stock Option and/or Stock Appreciation Right; provided that no such action shall adversely affect the rights of a Participant with respect to an outstanding Award without the Participant's consent (for purposes of the foregoing, any action that causes an Incentive Stock Option to be treated as a Nonqualified Stock Option shall not be considered to have adversely affected a Participant's rights). The Committee shall also have discretionary authority to interpret the Plan, to make all factual determinations under the Plan, and to make all other determinations necessary or advisable for Plan administration, including, without limitation, to correct any defect, to supply any omission or to reconcile any inconsistency in the Plan or any Award Agreement and to determine the methodology for calculating performance criteria with respect to Awards granted under the Plan and to determine whether such performance criteria have been satisfied. With respect to all matters related to the Plan and Awards, all decisions of the Committee shall be final, conclusive, and binding upon all parties, including the Company, the stockholders and the Participants. The Committee may prescribe, amend, and rescind rules and regulations relating to the Plan. The Committee's determinations under the Plan need not be uniform and may be made by the Committee selectively among Participants and Eligible Persons, whether or not such persons are similarly situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations and actions under the Plan including, without limitation, the recommendations or advice of any officer or employee of the Company or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations, and actions by the Committee shall be final, conclusive, and binding upon all parties.

(a) Subject to adjustment pursuant to Sections 4.1(b) and 4.3 and any other applicable provisions hereof, the maximum aggregate number of shares of Common Stock, which may be issued under all Awards granted to Participants under the Plan shall be 1,200,000 shares. Such shares may include authorized but unissued shares and/or treasury shares.

(b) Subject to adjustment pursuant to Section 4.3 and any other applicable provisions hereof, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is the number of shares of Common Stock reserved under Section 4.1(a).

(c)  Shares of Common Stock issued under the Plan may be either authorized but unissued shares or shares held in the Company's treasury. Any shares of Common Stock subject to Awards that are settled in Common Stock shall be counted against the maximum share limitations of this Section 4.1 as one share of Common Stock for every share of Common Stock subject thereto, regardless of the number of shares of Common Stock actually issued to settle the Stock Option or Stock Appreciation Right upon exercise. To the extent that any Award payable in shares of Common Stock is forfeited, canceled, returned to the Company for failure to satisfy vesting requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made thereunder, the shares of Common Stock covered thereby will no longer be counted against the foregoing maximum share limitations and may again be made subject to Awards under the Plan pursuant to such limitations. Awards settled in cash shall not count against the foregoing maximum share limitation.

(i) In the case of an Incentive Stock Option, except as provided by Section 6.6(d), the per share exercise price shall be no less than 100% of the Fair Market Value on the date of grant (unless granted to a 10% shareholder, in which case the per share exercise price shall be no less than 110% of the Fair Market Value on the date of grant); and

(ii) In the case of a Nonqualified Stock Option, the per share exercise price shall be such price as is determined by the Administrator, provided that, if the per share exercise price is less than 100% of the Fair Market Value on the date of grant, it shall otherwise comply with all Applicable Laws, including Section 409A of the Code.

(a) If a Participant's Continuous Service terminates by reason of his or her death, any Stock Option held by such Participant may, to the extent then exercisable, be exercised by such Participant's estate or any Person who acquires the right to exercise such Stock Option by bequest or inheritance at any time in accordance with its terms for up to one (1) year after the date of such Participant's death (but in no event after the earlier of the expiration of the term of such Stock Option or such time as the Stock Option is otherwise canceled or terminated in accordance with its terms). Upon expiration of such one-year period, no portion of the Stock Option held by such Participant shall be exercisable and the Stock Option shall be deemed to be canceled, forfeited and of no further force or effect.

(b) If a Participant's Continuous Service terminates by reason of his or her Disability, any Stock Option held by such Participant may, to the extent then exercisable, be exercised by the Participant or his or her personal representative at any time in accordance with its terms for up to one (1) year after the date of such Participant's termination of Continuous Service (but in no event after the earlier of the expiration

of the term of such Stock Option or such time as the Stock Option is otherwise canceled or terminated in accordance with its terms). Upon expiration of such one-year period, no portion of the Stock Option held by such Participant shall be exercisable and the Stock Option shall be deemed to be canceled, forfeited and of no further force or effect.

(c) If a Participant's Continuous Service terminates for any reason other than death, Disability or Cause, any Stock Option held by such Participant may, to the extent then exercisable, be exercised by the Participant up until ninety (90) days following such termination of Continuous Service (but in no event after the earlier of the expiration of the term of such Stock Option or such time as the Stock Option is otherwise canceled or terminated in accordance with its terms). Upon expiration of such 90-day period, no portion of the Stock Option held by such Participant shall be exercisable and the Stock Option shall be deemed to be canceled, forfeited and of no further force or effect.

(d) To the extent that a Stock Option of a Participant whose Continuous Service terminates is not exercisable, such Stock Option shall be deemed forfeited and canceled on the ninetieth (90^th) day after such termination of Continuous Service or at such earlier time as the Committee may determine.

(a) Eligibility. An Incentive Stock Option may only be granted to an Eligible Person who is considered an employee under Treasury Regulation §1.421-1(h) of the Company or any Subsidiary.

(b) Annual Limits. No Incentive Stock Option shall be granted to an Eligible Person as a result of which the aggregate Fair Market Value (determined as of the Date of Grant) of the stock with respect to which Incentive Stock Options are exercisable for the first time in any calendar year under the Plan and any other stock option plans of the Company or any Subsidiary would exceed $100,000, determined in accordance with Section 422(d) of the Code. This limitation shall be applied by taking Incentive Stock Options into account in the order in which granted.

(c) Ten Percent Stockholders. If a Stock Option granted under the Plan is intended to be an Incentive Stock Option, and if the Participant, at the time of grant, owns stock possessing ten percent (10%) or more of the total combined voting power of all classes of Common Stock of the Company or any Subsidiary, then (i) the Stock Option exercise price per share shall in no event be less than 110% of the Fair Market Value of the Common Stock on the date of such grant and (ii) such Stock Option shall not be exercisable after the expiration of five (5) years following the date such Stock Option is granted.

(d) Termination of Employment. An Award of an Incentive Stock Option shall provide that such Stock Option may be exercised not later than three (3) months following termination of employment of the Participant with the Company and all Subsidiaries, or not later than one (1) year following death or a permanent and total disability within the meaning of Section 22(e)(3) of the Code, as and to the extent determined by the Committee to comply with the requirements of Section 422 of the Code.

(e) Disqualifying Dispositions. If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of within two (2) years following the Date of Grant or one (1) year following the transfer of such shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Company may reasonably require.

Section 16.5. If Stock Appreciation Rights are settled in shares of Common Stock, then as soon as practicable following the date of settlement the Company shall deliver to the Participant evidence of book entry shares of Common Stock, or upon the Participant's request, Common Stock certificates in an appropriate amount; provided, however, that the Committee may, in its discretion, require that shares of Common Stock acquired as a result of the exercise of a Stock Appreciation Right be subject to such holding period restrictions as the Committee deems appropriate.

equal to the Fair Market Value of the Common Stock on the applicable date or time period of determination, as specified by the Committee. A Restricted Stock Unit Award shall be subject to such restrictions and conditions as the Committee shall determine. A Restricted Stock Unit Award may be granted together with a dividend equivalent right with respect to the shares of Common Stock subject to the Award, which may be accumulated and may be deemed reinvested in additional stock units, as determined by the Committee in its sole discretion. If any dividend equivalents are paid while a Restricted Stock Unit Award is subject to restrictions under Section 9 of the Plan, the Committee may, in its sole discretion, provide in the Award Agreement for such dividend equivalents to immediately be paid to the Participant holding such Restricted Stock Unit Award or pay such dividend equivalents subject to the same restrictions on transferability as the Restricted Stock Units to which they relate.

the form of cash or in shares of Common Stock or in a combination thereof, as specified in a Participant's Award Agreement, subject to applicable tax withholding requirements set forth in Section 16.5. Notwithstanding the foregoing, unless specified otherwise in the Award Agreement, all Performance Shares shall be paid no later than two-and-a-half (2 ½) months following the later of the calendar year or fiscal year in which such Performance Shares vest. Any shares of Common Stock paid to a Participant under this Section 10.4 may be subject to any restrictions deemed appropriate by the Committee. If Performance Shares are settled in shares of Common Stock, then as soon as practicable following the date of settlement the Company shall deliver to the Participant evidence of book entry shares of Common Stock, or upon the Participant's request, Common Stock certificates in an appropriate amount.

(a) Incentive Bonus Awards shall be paid in cash or Common Stock, as set forth in a Participant's Award Agreement. Payments shall be made following a determination by the Committee that the performance targets were attained and shall be made within two and one-half months after the later of the end of the fiscal or calendar year in which the Incentive Bonus Award is no longer subject to a substantial risk of forfeiture.

(b) The amount of an Incentive Bonus Award to be paid upon the attainment of each targeted level of performance shall equal a percentage of a Participant's base salary for the fiscal year, a fixed dollar amount, or such other formula, as determined by the Committee.

(a) The Committee may, at the time of the grant of an Award and as set forth in an Award Agreement, provide for the effect of a "Change in Control" on an Award. Such provisions may include any one or more of the following: (i) the acceleration or extension of time periods for purposes of exercising, vesting in, or realizing gain from any Award, (ii) the elimination or modification of performance or other conditions related to the payment or other rights under an Award, (iii) provision for the cash settlement of an Award for an equivalent cash value, as determined by the Committee, or (iv) such other modification or adjustment to an Award as the Committee deems appropriate to maintain and protect the rights and interests of Participants upon or following a Change in Control. To the extent necessary for compliance with Section 409A of the Code, an Award Agreement shall provide that an Award subject to the requirements of Section 409A that would otherwise become payable upon a Change in Control shall only become payable to the extent that the requirements for a "change in control" for purposes of Section 409A have been satisfied.

(b) Notwithstanding anything to the contrary set forth in the Plan, unless otherwise provided by an Award Agreement, upon or in anticipation of any Change in Control, the Committee may, in its sole and absolute discretion and without the need for the consent of any Participant, take one or more of the following actions contingent upon the occurrence of that Change in Control: (i) cause any or all outstanding Stock Options and Stock Appreciation Rights held by Participants affected by the Change in Control to become vested and immediately exercisable, in whole or in part; (ii) cause any or all outstanding Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Incentive Bonus Award and any other Award held by Participants affected by the Change in Control to

become non-forfeitable, in whole or in part; (iii) cancel any Stock Option or Stock Appreciation Right in exchange for a substitute option in a manner consistent with the requirements of Treasury Regulation §1.424-1(a) or §1.409A-1(b)(5)(v)(D), as applicable (notwithstanding the fact that the original Stock Option may never have been intended to satisfy the requirements for treatment as an Incentive Stock Option); (iv) cancel any Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units held by a Participant in exchange for restricted stock or performance shares of or stock or performance units in respect of the capital stock of any successor corporation; (v) redeem any Restricted Stock held by a Participant affected by the Change in Control for cash and/or other substitute consideration with a value equal to the Fair Market Value of an unrestricted share of Common Stock on the date of the Change in Control; (vi) terminate any Award in exchange for an amount of cash and/or property equal to the amount, if any, that would have been attained upon the exercise of such Award or realization of the Participant's rights as of the date of the occurrence of the Change in Control (the "Change in Control Consideration"); provided, however, that if the Change in Control Consideration with respect to any Option or Stock Appreciation Right does not exceed the exercise price of such Option or Stock Appreciation Right, the Committee may cancel the Option or Stock Appreciation Right without payment of any consideration therefor; and/or (vii) take any other action necessary or appropriate to carry out the terms of any definitive agreement controlling the terms and conditions of the Change in Control. Any such Change in Control Consideration may be subject to any escrow, indemnification and similar obligations, contingencies and encumbrances applicable in connection with the Change in Control to holders of Common Stock. Without limitation of the foregoing, if as of the date of the occurrence of the Change in Control the Committee determines that no amount would have been attained upon the realization of the Participant's rights, then such Award may be terminated by the Company without payment. The Committee may cause the Change in Control Consideration to be subject to vesting conditions (whether or not the same as the vesting conditions applicable to the Award prior to the Change in Control) and/or make such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Committee deems necessary or appropriate.

(c) The Committee may require a Participant to (i) represent and warrant as to the unencumbered title to the Participant's Awards, (ii) bear such Participant's pro rata share of any post-closing indemnity obligations, and be subject to the same or similar post-closing purchase price adjustments, escrow terms, offset rights, holdback terms and similar conditions as the other holders of Common Stock, (iii) acknowledge the Company's clawback rights with respect to the Award, and (iv) execute and deliver such documents and instruments as the Committee may reasonably require for the Participant to be bound by such obligations. The Committee will endeavor to take action under this Section 14 in a manner that does not cause a violation of Section 409A of the Code with respect to an Award.

include, but shall not be limited to, termination of Continuous Service for Cause, violation of material Company policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company. The Committee may also specify in an Award Agreement that the Participant's rights, payments and benefits with respect to an Award shall be conditioned upon the Participant making a representation regarding compliance with noncompetition (as permitted by applicable law), confidentiality or other restrictive covenants that may apply to the Participant and providing that the Participant's rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment on account of a breach of such representation. Notwithstanding the foregoing, the confidentiality restrictions set forth in an Award Agreement shall not, and shall not be interpreted to, impair a Participant from exercising any legally protected whistleblower rights (including under Rule 21 of the Exchange Act). In addition and without limitation of the foregoing, any amounts paid hereunder shall be subject to recoupment in accordance with The Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, the "clawback" policy adopted by the Company and any and all amendments thereto, or as is otherwise required by applicable law or stock exchange listing condition.

(a) Awards under the Plan shall not be assignable or transferable by the Participant, except by will or by the laws of descent and distribution, and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge. Notwithstanding the foregoing, the Committee may provide in an Award Agreement that the Participant shall have the right to designate a beneficiary or beneficiaries who shall be entitled to any rights, payments or other benefits specified under an Award following the Participant's death. During the lifetime of a Participant, an Award shall be exercised only by such Participant or such Participant's guardian or legal representative. In the event of a Participant's death, an Award may, to the extent permitted by the Award Agreement, be exercised by the Participant's beneficiary as designated by the Participant in the manner prescribed by the Committee or, in the absence of an authorized beneficiary designation, by the legatee of such Award under the Participant's will or by the Participant's estate in accordance with the Participant's will or the laws of descent and distribution, in each case in the same manner and to the same extent that such Award was exercisable by the Participant on the date of the Participant's death.

(b) Limited Transferability Rights. Notwithstanding anything else in this Section 15.3 to the contrary, the Committee may in its discretion provide in an Award Agreement that an Award in the form of a Nonqualified Stock Option, share-settled Stock Appreciation Right, Restricted Stock, Performance Share or share-settled Other Stock-Based Award may be transferred, on such terms and conditions as the Committee deems appropriate, either (i) by instrument to the Participant's "Immediate Family" (as defined below), (ii) by instrument to an inter vivos or testamentary trust (or other entity) in which the Award is to be passed to the Participant's designated beneficiaries, or (iii) by gift to charitable institutions. Any transferee of the Participant's rights shall succeed and be subject to all of the terms of the applicable Award Agreement and the Plan. "Immediate Family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.

shall, in its sole discretion, have the authority to take such actions and to make such interpretations or changes to the Plan or an Award Agreement as the Committee deems necessary, regardless of whether such actions, interpretations, or changes shall adversely affect a Participant, subject to the limitations, if any, of applicable law. If an Award is subject to Section 409A of the Code, any payment made to a Participant who is a "specified employee" of the Company or any Subsidiary shall not be made before the date that is six (6) months after the Participant's "separation from service" to the extent required to avoid the adverse consequences of Section 409A of the Code. For purposes of this Section 16.4, the terms "separation from service" and "specified employee" shall have the meanings set forth in Section 409A of the Code. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on any Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

(a) The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan, but in no event shall such deduction or withholding or remittance exceed the minimum statutory withholding requirements unless permitted by the Company and such additional withholding amount will not cause adverse accounting consequences and is permitted under Applicable Law.

(b) Subject to such terms and conditions as shall be specified in an Award Agreement, a Participant may, in order to fulfill the withholding obligation, (i) tender previously-acquired shares of Common Stock or have shares of stock withheld from the exercise, provided that the shares have an aggregate Fair Market Value sufficient to satisfy in whole or in part the applicable withholding taxes; and/or (ii) utilize the broker-assisted exercise procedure described in Section 6.5 to satisfy the withholding requirements related to the exercise of a Stock Option.

(c) Notwithstanding the foregoing, a Participant may not use shares of Common Stock to satisfy the withholding requirements to the extent that (i) there is a substantial likelihood that the use of such form of payment or the timing of such form of payment would subject the Participant to a substantial risk of liability under Section 16 of the Exchange Act; (ii) such withholding would constitute a violation of the provisions of any law or regulation, or (iii) such withholding would cause adverse accounting consequences for the Company.

INITIAL BOARD APPROVAL:

INITIAL STOCKHOLDER APPROVAL: