🧾 What This Document Is

This is a DEFA14A, which stands for "Definitive Additional Materials" related to a proxy statement. Think of it as a campaign flyer or advertisement sent to shareholders by a company's board of directors. It's not the official ballot, but it's persuasive material arguing why shareholders should vote a certain way at an upcoming annual meeting. Ingles Markets is using it to strongly lobby against a board candidate nominated by an investment group linked to the Sackler family.

🏢 What The Company Does

👉 In simple terms, Ingles Markets is a large supermarket chain in the Southeastern United States. Headquartered in Asheville, North Carolina, it operates 197 supermarkets across six states. The company also runs pharmacies, fuel stations, and owns the real estate its stores sit on, which is a key part of its strategy.

💰 Financial Highlights & Performance

Ingles is arguing that its current leadership is delivering strong results. They highlight their first quarter of fiscal year 2026 (Q1 FY26):

• Net sales: $1.37 billion (up 6.6% or $84.9 million year-over-year).
• Same-store sales growth: 6.2%.
• Net income: Nearly doubled to $28.1 million.
• Stock performance: Up 41.3% year-to-date (as of March 27, 2026).

They also boast about long-term shareholder returns, claiming they have beaten relevant benchmarks and grocery peers over 1, 5, and 10-year periods.

🚀 The Board Battle: Ingles vs. The Sacklers

This is the core of the filing. An investment firm called Summer Road LLC, which is controlled by members of the Sackler family (infamous for their role in the opioid crisis via Purdue Pharma), has nominated their employee, Rory Held, to Ingles' board.

Ingles' board is vehemently opposing this nomination. They are urging shareholders to vote on the WHITE proxy card FOR only their two independent nominees: Dwight Jacobs (a former Duke Energy executive with supply chain and real estate expertise) and Rebekah Lowe (a former Wachovia Bank regional president with operations and customer experience expertise).

⚖️ Why Ingles Says "NO" to the Sackler Nominee

The company lays out several strong reasons why they believe electing Rory Held would be harmful:

• Reputational & Customer Risk: The Sackler name is associated with the devastating opioid epidemic. Ingles fears customers will boycott stores if a Sackler representative is on the board, hurting grocery, pharmacy, and fuel sales.
• Strategic Mismatch: Ingles claims Summer Road/Rory Held is pushing a "short-sighted" financial plan focused on selling or mortgaging company real estate, which Ingles sees as a core strategic asset for future growth.
• Value Destruction: Overall, they argue the association would destroy shareholder value by undermining community trust and derailing their long-term strategy.

🏗️ Future Investments & Strategy

To showcase its forward-looking plan, Ingles details $120 million to $160 million in planned capital investments over the next two fiscal years. This includes:

• New technology for shopping and payments.
• Store remodels and upgrades.
• Re-opening three stores damaged by Hurricane Helene.
• Opening one new store in spring 2026. They position this as investing for sustained growth, contrasting it with Summer Road's alleged short-term focus.

📇 Key Contacts & People

Investor Contact: Pat Jackson, Chief Financial Officer [email protected] (828) 669-2941 (Ext. 223)

Media Contact: Eliza Rothstein / Zach Genirs Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 [email protected]

Company Director Nominees:

• Dwight Jacobs
• Rebekah Lowe

Opposing Nominee (Sackler-Affiliated):

• Rory Held (nominated by Summer Road LLC, controlled by the Sackler family)

🧠 The Analogy

Imagine a well-run, community-focused family restaurant that has survived a hurricane. Suddenly, a notorious group with a terrible public reputation tries to force its way onto the restaurant's board. The current chefs and managers say, "We're cooking up great food and our business is recovering. These newcomers will scare away our loyal customers and tear the place apart for quick cash. Trust us to keep cooking." The shareholders must now decide who they believe.

🧩 Final Takeaway

This filing is Ingles Markets' urgent plea to shareholders: support the current board's plan and nominees, and reject the Sackler-family nominee to protect the company's reputation, customer loyalty, and long-term strategy. It's a high-stakes vote on the company's future direction.