SEC Form DEFA14A filed by Ingles Markets Incorporated

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On April 1, 2026, Ingles Markets, Incorporated, a North Carolina corporation, issued a press release, a copy of which immediately follows this page, and commenced mailing a letter to shareholders, a copy of which immediately follows such press release.

This communication relates to the solicitation of proxies by Ingles Markets, Incorporated, a North Carolina corporation (the “Company”) in connection with the Company’s 2026 annual meeting of shareholders (the “Annual Meeting”). This is a contested solicitation. On April 1, 2026, the Company filed with the Securities and Exchange Commission (“SEC”) and began mailing to shareholders of record as of March 12, 2026 a definitive proxy statement and WHITE universal proxy card in connection with the Annual Meeting.

BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT, THE WHITE UNIVERSAL PROXY CARD, AND ANY OTHER PROXY MATERIALS FILED BY THE COMPANY WITH THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION.

Shareholders may obtain the Company’s definitive proxy statement, the WHITE universal proxy card, any amendments or supplements thereto, and other relevant documents filed with the SEC free of charge at the SEC’s website at www.sec.gov. Copies are also available free of charge on the Company’s investor relations website under the “Corporate” tab at www.ingles-markets.com or by contacting Barbara Arnold.

The Company, its directors, and certain of its executive officers and employees may be deemed to be “participants” in the solicitation of proxies from shareholders in connection with the matters to be considered at the Annual Meeting. Information regarding the identity of these participants and their direct or indirect interests in the solicitation is set forth in the Company’s definitive proxy statement filed with the SEC on April 1, 2026, and may be supplemented in other materials filed with the SEC in connection with the Annual Meeting.

Urges Shareholders to Vote “FOR” ONLY Ingles’ Two Highly Qualified Independent Director

Candidates on the WHITE Proxy Card

Strongly Opposes Election of Sackler-Affiliated Nominee and Warns of Reputational, Commercial

and Value Risk if Sacklers’ Rory Held is Elected

ASHEVILLE, N.C. – April 1, 2026 – Ingles Markets, Incorporated (NASDAQ: IMKTA) today announced that it has filed a definitive proxy statement with the Securities and Exchange Commission (“SEC”) in connection with its upcoming Annual Meeting of Shareholders (“Annual Meeting”) scheduled to be held on April 30, 2026.

In conjunction with the filing of the definitive proxy statement, Ingles’ Board of Directors is mailing a letter to shareholders, which reviews critical information for shareholders to consider ahead of the Annual Meeting, including:

The full text of the letter being mailed to shareholders follows:

Dear Fellow Shareholders,

On the heels of Hurricane Helene just 17 months ago, Ingles Markets has demonstrated the resilience, discipline, and long-term focus that have been core to the Company’s growth and success over its 60-year history. Ingles Markets’ improved performance and increased stock price – up 41.3% year to date¹ – show our success in navigating last year’s challenges. Steadfast leadership from the Ingles Board of Directors and management, coupled with the dedication of our 25,000+ associates, have made Ingles a premier supermarket chain in the Southeast.

At the April 30, 2026 Annual Meeting of Shareholders, you are being asked to vote on the election of new directors. How you vote will influence the Company’s fundamental value for years to come. The Ingles Board unanimously recommends that you vote on the WHITE proxy card “FOR” ONLY Ingles director candidates – Dwight Jacobs and Rebekah Lowe, two highly respected leaders who bring expertise that would contribute to the returns we deliver to you.

In sharp contrast, an investment fund formed by certain members of the Sackler family, Summer Road LLC, is attempting to force its employee, Rory Held, (“the Sackler Representative”) onto the Ingles Board. This is the same Sackler family who ran Purdue Pharma and who paid billions of dollars in fines and settlements for their central role in the deadly opioid crisis in our country, including in the six states in which Ingles operates.

We strongly believe that allowing any Sackler Representative to influence the Company as a member of the Board would be bad for Ingles, bad for shareholders, bad for associates, bad for customers, and bad for the communities we serve.

Like many businesses across our region, Ingles’ fiscal 2025 financial performance reflects lingering impacts from Hurricane Helene. While recovery is ongoing, Ingles’ hard work has succeeded in bringing a damaged store and key capabilities back online. For example, within two weeks of the hurricane, Ingles’ distribution center was re-opened enabling us to stock our stores and achieve a fast return to normal operations.

First quarter fiscal 2026 year-over-year results show this progress:

Ingles’ strategy is grounded in value to customers through low prices, product variety, and friendly service in clean and updated stores as well as prudently investing for the future. Our strategic execution and unwavering focus on sustainable value creation has delivered significant shareholder returns. Indeed, in addition to outperforming relevant grocery peers, Ingles Markets has meaningfully outperformed the relevant index benchmark as a small-cap company, except for the period when our business was largely impacted by Hurricane Helene.^4,5

The Company’s solid financial footing is a key competitive advantage. It has enabled a long record of capital returns to shareholders. In fact, Ingles has paid a quarterly dividend every year for the past 41 fiscal years⁷. These dividend distributions reflect consistently strong financial health, stable cash flows, and mature management. They signal a secure, stable company that provides investors with reliable income.

Our financial strength also provides flexibility to make investments that position Ingles for future value creation. We have identified approximately $120 million to $160 million of capital investments over the next two fiscal years to support profitable growth and efficiencies. Planned investments include:

Ingles Markets’ strategic real estate investments are an important growth driver, enabling us to control favorable sites in the markets we serve or plan to serve in the future.

The Board has nominated two highly qualified director candidates for election at this year’s Annual Meeting. These candidates complement the Board’s existing strengths and bring expertise and fresh, independent thinking that will help propel Ingles’ business strategy and ability to continue to deliver enhanced shareholder value.

Dwight Jacobs is a seasoned C-suite executive, board leader, and CPA whose blend of operational, supply chain, real estate, and financial expertise is highly aligned with Ingles’ needs as a grocery retailer navigating complex logistics, real estate portfolio management, and margin pressures.

Rebekah Lowe brings 25+ years of experience leading large, customer-focused operations and guiding organizations for growth – experience that is highly applicable to Ingles Markets as a growing grocery company where human capital management and trusted customer relationships matter.

We Believe Members of the Sackler Family and Their Representative Are NOT Right for

Ingles and that Any Association with Them Would Lead to Value Destruction for Your

Company

Rory Held has been nominated for election to the Board by an investment entity controlled by Summer Road. Summer Road is the family investment office for members of the Sackler family, and the investment office is controlled by David Sackler. As a representative of the notorious Sackler family, we believe that Rory Held’s presence on the Board would be harmful to Ingles and all of our stakeholders, including Ingles’ shareholders, resulting in the potential for:

DIMINISHED CUSTOMER LOYALTY LEADING TO LOST GROCERY SALES: The Sacklers’ Purdue Pharma and its OxyContin drug contributed substantially to the devastating harm caused by opioids in Ingles’ communities. We believe that electing the Sackler Representative to the Company’s Board would undermine our customers’ trust and potentially reduce the Company’s grocery sales.

It is widely acknowledged that the Sacklers’ false and misleading marketing of OxyContin destroyed families across the South, which had among the highest rates of opioid overdose deaths in the country. As a community-based grocery store, Ingles depends on the loyalty of our customers. We believe customers may choose to shop anywhere else but at a store whose Board includes a Sackler Representative – particularly if they have experienced the loss of a family member or friend due to the addiction caused by the Sacklers’ OxyContin.

LOST PHARMACY SALES: Pharmacy sales represent a material portion of the Company’s revenue and would also be at risk. Ingles’ 112 pharmacies drive customer traffic, increase overall store visits, and boost transaction values as pharmacy customers often also purchase groceries and other items while in our stores. We believe that any Sackler Representative on the Ingles Board could impair future sales from Ingles’ pharmacy business.

LOST FUEL SALES: Less traffic in our stores and pharmacies risks lower fuel sales as well. Ingles’ revenue mix has been thoughtfully curated to create a full service, one-stop appeal to customers. The Company’s 106 fuel stations, like our pharmacies, contribute materially to revenue and to Ingles’ strategy.

LOST LONG-TERM VALUE CREATION OPPORTUNITIES: Based on Rory Held’s communications to Ingles, we do not believe Summer Road is interested in long-term value creation. Time and again, Rory Held, the Sackler Representative, has made it clear that transacting in the Company’s real estate is a primary value lever. We do not believe this narrow and short-sighted financial playbook is the best path for delivering significant, enduring returns for Ingles’ shareholders.

We are confident that Ingles has the strategy, leadership, and Board – including our two new, independent director candidates – to deliver strong performance and enhanced shareholder value creation.

Our conclusions regarding the Sacklers and Rory Held are equally definitive – the Sacklers lack the ethics and moral standards that have guided Ingles since its founding, and its representative, Rory Held, on the Ingles Board would be detrimental to your company.

We urge you to protect your investment by voting “FOR” only the Company’s director candidates on the WHITE proxy card. Your vote “FOR” Ingles’ two director candidates on the WHITE proxy card is important, no matter how many shares you own.

On behalf of the Ingles Board and the management team, thank you for your support.

Sincerely,

The Ingles Board of Directors

Ingles Markets, Incorporated is a leading grocer with operations in six southeastern states. Headquartered in Asheville, North Carolina, the Company operates 197 supermarkets. At March 30, 2026, three of the four stores temporarily closed due to damage sustained in Hurricane Helene remained closed but are expected to reopen in 2026. In conjunction with its supermarket operations, the Company operates neighborhood shopping centers, most of which contain an Ingles supermarket. The Company also owns a fluid dairy facility that supplies Ingles supermarkets and unaffiliated customers. To learn more about Ingles Markets visit www.ingles-markets.com.

This communication relates to the solicitation of proxies by Ingles Markets, Incorporated, a North Carolina corporation (the “Company”) in connection with the Company’s 2026 annual meeting of shareholders (the “Annual Meeting”). This is a contested solicitation. On April 1, 2026, the Company filed with the Securities and Exchange Commission (“SEC”) and began mailing to shareholders of record as of March 12, 2026 a definitive proxy statement and WHITE universal proxy card in connection with the Annual Meeting.

BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT, THE WHITE UNIVERSAL PROXY CARD, AND ANY OTHER PROXY MATERIALS FILED BY THE COMPANY WITH THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION.

Shareholders may obtain the Company’s definitive proxy statement, the WHITE universal proxy card, any amendments or supplements thereto, and other relevant documents filed with the SEC free of charge at the SEC’s website at www.sec.gov. Copies are also available free of charge on the Company’s investor relations website under the “Corporate” tab at www.ingles-markets.com or by contacting Barbara Arnold.

The Company, its directors, and certain of its executive officers and employees may be deemed to be “participants” in the solicitation of proxies from shareholders in connection with the matters to be considered at the Annual Meeting. Information regarding the identity of these participants and their direct or indirect interests in the solicitation is set forth in the Company’s definitive proxy statement filed with the SEC on April 1, 2026, and may be supplemented in other materials filed with the SEC in connection with the Annual Meeting.

Shareholders are urged to vote “FOR” the Company’s director candidates by using ONLY the Company’s WHITE universal proxy card. Using any other proxy card will revoke prior voting instructions.

This communication includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying our expected results. These forward-looking statements are distinguished by use of words such as “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things: business and economic conditions generally in the Company’s operating area, including inflation or deflation; shortages of labor, distribution capacity, and some product shortages; inflation in food, labor and gasoline prices; the Company’s ability to successfully implement its expansion and operating strategies; pricing pressures and other competitive factors, including online-based procurement of products the Company sells; sudden or significant changes in the availability of gasoline and retail gasoline prices; the maturation of new and expanded stores; general concerns about food safety; the Company’s ability to manage technology and data security; the availability and terms of financing; and increases in costs, including food, utilities, labor and other goods and services significant to the Company’s operations. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the SEC, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

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