📄 What This Document Is

This is a "DFAN14A" filing with the SEC. Think of it as definitive additional materials for a proxy fight. It means an activist investor, Summer Road LLC, has already filed its main proxy statement and is now sending out extra, official communications (like this press release and open letter) to persuade shareholders to vote for their director nominee before the company's annual meeting.

👉 Why it matters: It’s the activist’s final, public pitch to shareholders, detailing their grievances and their plan for change.

🏢 What The Company Does

Ingles Markets, Incorporated (NASDAQ: IMKTA) is a regional supermarket chain. In simple terms, they own and operate grocery stores, primarily in the Southeastern United States. Their business also includes a significant, valuable portfolio of real estate (the properties their stores sit on).

👉 Why it matters: The activist investor believes this real estate is undervalued and that the company is being run poorly, hurting shareholders like you.

🤝 The Proxy Fight: What's Happening

Summer Road LLC, an investor owning about 3% of Ingles' Class A stock, is challenging the company's board. They want Class A shareholders to vote for their independent director nominee, Rory A. Held, on the GOLD universal proxy card at the annual meeting on April 30, 2026.

👉 The core issue: Summer Road argues the board, controlled by Chairman Robert P. Ingle, II, operates Ingles like a private company for the Chairman's benefit, not for the majority economic owners (Class A shareholders).

⚖️ The Case Against The Current Board

Summer Road lays out several serious accusations:

• Poor Performance: Ingles' stock has badly trailed both the S&P 500 and a grocery peer group over 1, 3, 5, and 10-year periods. For example, over 3 years, Ingles returned -27% while peers returned +71.6%.
• Questionable Capital Allocation: The board has kept over 90% of net income (roughly $1.5 billion) over the last decade, with no clear improvement in earnings or shareholder returns to show for it.
• Misaligned Pay: Chairman Ingle’s compensation grew at a 41% compound annual growth rate while company operating income stayed flat.
• Lack of Transparency & Engagement: The board allegedly refuses to speak with investors and doesn't hold quarterly earnings calls.
• Conflicted Governance: They point to "related-party" transactions where the Chairman buys/sells assets to the company or rents property to it.

👉 Why it matters: These are classic activist investor complaints suggesting the board is incompetent, self-dealing, and wasting shareholder money.

🚀 The Activist's Plan: Rory A. Held's Platform

If elected, Mr. Held promises to push for four major changes:

1. A Capital Allocation Audit: A full review of how the company uses its money, likely favoring aggressive returns to shareholders.
2. Portfolio Optimization: Study splitting the company into two parts: one for grocery operations ("OpCo") and one for the real estate ("PropCo"). This could unlock hidden value.
3. Restore Investor Transparency: Reinstate quarterly earnings calls and overhaul investor relations.
4. Align Pay with Performance: Hire an independent consultant to tie executive pay directly to shareholder returns and other key metrics.

👉 Why it matters: This is the activist's detailed "fix-it" plan, aimed at directly addressing the problems they've identified.

👥 Board Structure: The Root Of The Problem

A critical piece of context is Ingles' dual-class share structure. Chairman Ingle controls about 75% of the board's seats through his ownership of Class B shares, even though he only owns about 23% of the total combined share capital. Summer Road says this structure lets the board ignore the majority owners (Class A shareholders).

👉 Why it matters: This explains why the board can act this way without fear of being voted out. Changing it would require the board's own consent.

🔮 What's Next: The Vote

The showdown happens at the 2026 Annual Meeting of Shareholders on April 30, 2026. Class A shareholders must decide: vote the company's WHITE card for the board's two nominees (Dwight Jacobs and Rebekah Lowe), or vote the activist's GOLD card for Rory A. Held.

🧠 The Analogy

Imagine a house you co-own with a group. One roommate (the Chairman) has a master key and makes all the decisions. He spends money on fancy locks (high executive pay) and lets the roof leak (underperforming stores), while refusing to discuss repairs. Now, another roommate (Summer Road) is nominating a new, independent contractor (Rory Held) to finally get a vote on the repairs and stop the waste. The vote on April 30th is about who gets the key.

📇 Key Contacts & People

• Activist Investor: Summer Road LLC
• Nominee: Rory A. Held
• Investor Contacts: Saratoga Proxy Consulting LLC - John Ferguson, (212) 257-1311, [email protected]
• Media Contact: Longacre Square Partners, [email protected]
• Company Chairman: Robert P. Ingle, II

🧩 Final Takeaway

This is an aggressive activist campaign accusing Ingles Markets' controlling board of chronic underperformance and self-dealing. They are offering an independent director and a clear plan focused on unlocking real estate value and returning capital to shareholders. The upcoming annual meeting is a direct referendum on the company's governance.