Ingles Markets Issues Investor Presentation Highlighting Company’s Long Record of Value Creation, Disciplined Strategy and Risks Posed by Sacklers’ Summer Road

Key Terms

annual meeting of shareholders regulatory

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

proxy contest regulatory

A proxy contest occurs when shareholders try to influence a company's decisions by challenging the current management or board of directors, often by trying to gain enough support from other shareholders to make changes. It’s like a group of voters trying to sway an election by persuading others to support their preferred candidate or agenda. This process matters to investors because it can lead to significant changes in how a company is run, affecting its future direction and value.

director candidates regulatory

Individuals proposed to join a company’s board of directors; they are essentially job applicants for the team that oversees management and long‑term strategy. Investors care because these candidates shape decisions about risk, dividends, executive pay and major moves like mergers—similar to choosing a city council that sets rules and priorities for a town, their selection can materially affect a company’s direction and share value.

total shareholder return financial

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

roic financial

Return on invested capital (ROIC) measures how well a company turns the money it uses to run and grow the business into profit, expressed as a percentage. Think of it like how much fruit a tree yields for each seed and watering dollar invested: higher ROIC means management is extracting more value from each dollar put into the company. Investors use it to compare how efficiently different companies deploy capital and whether returns justify the risk of holding the stock.

capital allocation financial

Capital allocation is the process of deciding how a company or individual uses their money to grow, pay bills, save, or invest. It matters because good decisions can help build wealth and ensure resources are used wisely, while poor choices can limit growth or cause financial problems. Think of it like managing your allowance—deciding whether to spend, save, or invest to meet your goals.

real estate portfolio management financial

Managing a collection of real estate assets—like rental buildings, offices, or land—so they meet financial goals such as steady income, capital growth, and risk control. It involves choosing which properties to buy, hold, improve, sell or lease and balancing cash flow, maintenance, financing and market exposure much like tending a garden or balancing a stock portfolio; good management directly affects the income, value and risk profile investors experience.

proxy card regulatory

A proxy card is a document that allows shareholders to give someone else the authority to vote on their behalf at a company’s meeting. Think of it as a permission slip that ensures a shareholder’s interests are represented even if they cannot attend in person. For investors, proxy cards are important because they influence company decisions and governance, giving them a way to participate indirectly.

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Urges Shareholders to Vote “FOR” ONLY Ingles’ Two Highly Qualified Independent Director Candidates on the WHITE Proxy Card

ASHEVILLE, N.C.--(BUSINESS WIRE)-- Ingles Markets, Incorporated (NASDAQ: IMKTA) today announced that it has issued an investor presentation in connection with its upcoming Annual Meeting of Shareholders (“Annual Meeting”) scheduled to be held on April 30, 2026.

The full presentation can be accessed online here.

Highlights of the presentation include:

Ingles Is a Leading Regional Grocer with Strong Community Relationships, a Record of Solid Performance and a Strategy That Is Delivering Significant, Sustainable Shareholder Returns

• The grocery industry requires long-term focus and investment, day-to-day operations are just one driver of success.
• Ingles Markets has 60+ years of market leadership — enabled by an experienced management team, vertically integrated operations, small town values, friendly service, a variety of high-quality products and low prices.
• The Ingles brand is differentiated by its long history as a trusted employer and community partner.
• The Company has a record of strong financial performance on all core grocery metrics.
• Ingles’ total shareholder return substantially exceeds relevant index and peer benchmarks.
• While Ingles has been operating amidst unprecedented, unpredictable external challenges over past 5 years, the Company is resilient. Ingles’ fiscal first quarter results are significantly improved and indicate a path to upside ahead.
• Ingles’ “one-stop” store strategy, vertically integrated operations and investments in stores drive traffic, sales and margins.
• Ingles is prudently investing to generate continued profitable growth and operating efficiencies.

Owned Real Estate is an Important Component of Long-Term Growth

• Ingles’ owned real estate provides multiple advantages, including operational control, growth opportunities and long-term value creation.

Ingles Has Tried Repeatedly to Reach a Constructive Resolution to Avoid This Proxy Contest

• Ingles offered — on multiple occasions — to collaborate with Sacklers’ Summer Road on identifying an independent director unaffiliated with the Sacklers.
• Summer Road rejected every proposal the Company made — insisting on only Sackler representative Rory Held.
• Sacklers’ Summer Road’s refusal to work with Ingles to reach a reasonable resolution is one of many reasons why the Company strongly believes Summer Road and Rory Held are looking out for its interests, not those of all Ingles shareholders.

Ingles’ Director Candidates Have the Experience and Independence to Foster Accountability and Oversee Execution to Create Value

• Ingles’ director candidates were selected through a robust process designed to identify highly-qualified, independent candidates with “fit for purpose” experience.
• Rebekah Lowe: 25+ years of experience leading large, customer focused operations and guiding organizations for growth – experience that is highly applicable to a growing grocery company where human capital management and trusted customer relationships matter – and highly relevant public company board and board committee experience.
• Dwight Jacobs: Seasoned public company C-suite and board leader whose blend of operational, supply chain, real estate and financial expertise is highly aligned with needs of a grocery retailer navigating complex logistics, real estate portfolio management and margin pressures.

We Believe Any Sackler-Employed Representative on the Ingles Board Would Be Bad for Ingles, Our Communities and Our Stakeholders

• Summer Road is the family investment office for members of the notorious Sackler family and controlled by David Sackler – the owners of Purdue Pharma who contributed substantially to the opioid epidemic.
• Sacklers’ Summer Road and Rory Held are hiding material information from shareholders.
• Ingles believes any association with the Sackler family would lead to value destruction for the Company.
• The harm that the Sacklers and opioids inflicted on the communities in which Ingles operates is recognized, remembered and reviled.
• Ingles’ one-stop shop strategy depends on strong customer loyalty, which will erode if Rory Held gets elected to the Board, likely leading to lost sales.
• Experience shows that a threat of a boycott is real if Sackler employee, Rory Held, is elected to the Ingles Board.
• Rory Held’s experience is dominated by his work at investment firms, not at shaping strategy for complex organizations or leading companies.

Sacklers’ Summer Road’s Claims Are Flawed and Misleading. Contrary to those claims:

• Ingles’ shareholder returns have consistently and significantly outperformed relevant benchmarks.
• Ingles’ financial trends are in line with industry trends.
• Ingles’ ROIC is well within industry average for 2025 and well above on a longer-term horizon.
• In the grocery industry, a narrow financial playbook is not the best way to deliver significant, enduring value for shareholders — and has caused other grocers to fail.
• Ingles’ Board includes the Company’s largest, long-term shareholders.
• History shows that Rory Held is beholden to the Sacklers and not to serving all shareholders’ best interests.
• Ingles’ governance advances long-term focus and our corporate mission as well as preserving community connections.
• Ingles’ compensation is market-aligned, recognizes leadership’s contributions and incentivizes continued performance.

Summer Road and Rory Held Do Not Appear to Understand the Grocery Industry or Ingles

• Assertions made by Sacklers’ Summer Road regarding Ingles’ owned properties show that Summer Road does not understand the long-time horizon involved in property development and real estate’s value appreciation.
• Sacklers’ Summer Road’s real estate and capital allocation suggestions would be value destructive.
• Sacklers’ Summer Road and Rory Held do not understand Ingles’ most relevant peer groups.

Ingles urges all shareholders to protect their investment by voting “FOR” only the Company’s director candidates – Rebekah Lowe and Dwight Jacobs – on the WHITE proxy card.

Shareholders who have questions or require assistance voting their shares should contact Ingles’ proxy solicitor, MacKenzie Partners, Inc.:

Call: 1-800-322-2885 (toll-free)
Email: proxy@mackenziepartners.com

About Ingles Markets, Incorporated

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.

Important Additional Information

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 at barnold@ingles-markets.com.

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.

Cautionary Note Regarding Forward-Looking Statements

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260408381502/en/

Investor Contact
Pat Jackson, Chief Financial Officer
pjackson@ingles-markets.com
(828) 669-2941 (Ext. 223)

Media Contact
Eliza Rothstein / Zach Genirs
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
InglesMedia@joelefrank.com

Source: Ingles Markets, Incorporated