04/16/2026 | Press release | Distributed by Public on 04/16/2026 14:18
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Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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INGLES MARKETS, INCORPORATED
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Summer Road's Claim
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The Reality
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Ingles owns 29 undeveloped grocery-anchored mall sites sitting fallow and in disrepair.
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The 29 undeveloped parcels are NOT "grocery-anchored mall sites" as Summer Road wrongly suggests:
• 17 of the parcels are designated for potential future development, including the development of Ingles' grocery stores.
• The remaining 12 parcels are designated for sale, ground lease, or build-to-suit development, with 8 of these parcels being less than 5.5 acres (including one parcel that is less than 0.27 acres).
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Ingles owns 1,800 acres that are not used in its grocery or real estate rental businesses. County tax assessors appraise the value of this excess land at approximately $466 million or $24.00 per Ingles share.
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• This is a wildly inaccurate assertion as the actual acreage is less than 1/3 of what Summer Road claims.
• The book value of the 29 undeveloped sites is less than 5% of the total net PP&E on the balance sheet. To achieve Summer Road's preposterous valuation of undeveloped real estate, one must employ their completely erroneous assertion that Ingles maintains 1,800 undeveloped acres of land that is unrelated to their grocery or real estate rental businesses. As noted earlier, this assertion is a complete fabrication that once again illustrates Summer Road's total lack of understanding of Ingles' real estate holdings.
• Ingles regularly evaluates its real estate strategy and portfolio, and we would not want to sell all of our undeveloped land because it is strategically important to our long-term growth. That said, even if a portion were to be sold, we would need to consider tax implications, with a 1031 exchange being the prudent, value-preserving approach - something Summer Road neglects to consider in its proposals.
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Separating Ingles into an operationally focused "OpCo" (Grocery Operations) and a "PropCo" (Grocery-Anchored Real Estate Company) would likely result in a material re-rating of the Company's valuation, optimize the capital structure of both entities, and potentially catalyze strategic interest from larger regional or national grocers.
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• Separating Ingles into a standalone "OpCo" and a "PropCo" is essentially a sale-leaseback strategy - an approach we believe would be value destructive to Ingles.
o Summer Road's misleading calculations move income from Ingles to "PropCo" without any benefit overall and to the detriment of Ingles' operations.
o Summer Road's proforma results do not account for related expenses or income taxes.
o To cover the additional rent expense of ~$73 million, and removal of third party rent of ~$31 million from Ingles, Ingles' sales would have to double, assuming a 2% profit margin.
• Beyond impacting the bottom line, part of Ingles' store management compensation program is related to operational performance. Charging rent to every store would wipe away profitability and compensation that our valued employees benefit from. As a result, Ingles would lose talented store management without an incremental increase in base compensation - this could impact the customer experience by removing the incentives that drive store-level management's top performance.
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