Summer Road pushes nominee at Ingles Markets (NASDAQ: IMKTA) ahead of April 30 meeting

Rhea-AI Filing Summary

Summer Road LLC and affiliated participants filed a proxy statement supplement dated April 1, 2026 in connection with the Ingles Markets, Incorporated 2026 annual meeting scheduled for April 30, 2026 (virtual). The filing states Summer Road beneficially owns 433,678 shares of Class A Common Stock, representing approximately 3.0% of outstanding Class A shares, and discloses Mr. Rory A. Held's aggregated beneficial ownership of 430,178 shares (including 1,120 directly held). The supplement updates the prior proxy materials and reiterates instructions to sign and return the enclosed gold universal proxy card.

Key Figures

Summer Road beneficial ownership: 433,678 shares Ownership percentage: 3.0% Rory A. Held aggregate beneficial ownership: 430,178 shares +4 more

7 metrics

Summer Road beneficial ownership 433,678 shares Aggregate beneficial ownership of Class A Common Stock

Ownership percentage 3.0% Approximate percentage of outstanding Class A Common Stock

Rory A. Held aggregate beneficial ownership 430,178 shares Aggregate beneficially owned by Mr. Held including affiliated entities

Rory A. Held direct ownership 1,120 shares Shares directly beneficially owned by Mr. Held

Proxy supplement date April 1, 2026 Date of this proxy statement supplement

Annual meeting date April 30, 2026 Scheduled virtual Annual Meeting date and time

Rule 14a-8 deadline December 2, 2026 Deadline to submit shareholder proposals for 2027 under Rule 14a-8

Key Terms

universal proxy card, beneficially own, Schedule 14A, proxy solicitation

4 terms

universal proxy card regulatory

"PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD UNIVERSAL PROXY CARD TODAY"

A universal proxy card is a single voting ballot sent to shareholders that lists every director nominee put forward by both the existing board and any challengers, allowing investors to pick any mix of candidates they prefer. Like a combined ballot at a community election, it makes voting easier, increases individual shareholder control, and can materially change the dynamics, cost and likely outcome of contested board elections.

beneficially own financial

"beneficially own an aggregate of 433,678 shares of Class A Common Stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Schedule 14A regulatory

"SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

proxy solicitation regulatory

"together with its affiliates “Summer Road,” “we” or “our” and the other participants in this solicitation"

Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under § 240.14a-12

INGLES MARKETS, INCORPORATED

(Name of Registrant as Specified In Its Charter)

SUMMER ROAD LLC

CAP 1 LLC

EAST RIVER PARTNERS LTD

EAST RIVER PARTNERS II LTD

UNCH CORP.

RORY A. HELD

FRANK S. VELLUCCI

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2026 ANNUAL MEETING OF SHAREHOLDERS
OF
INGLES MARKETS, INCORPORATED
_________________________

SUPPLEMENT DATED APRIL 1, 2026 TO THE PROXY STATEMENT
OF
SUMMER ROAD LLC
DATED MARCH 27, 2026
_________________________

PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD UNIVERSAL PROXY CARD TODAY

Summer Road LLC (together with its affiliates “Summer Road,” “we” or “our”) and the other participants in this solicitation are shareholders of Ingles Markets, Incorporated, a North Carolina corporation (“Ingles Markets” or the “Company”), who beneficially own an aggregate of 433,678 shares of Class A Common Stock, $0.05 par value per share (the “Class A Common Stock”), of Ingles Markets, representing approximately 3.0% of the outstanding shares of Class A Common Stock. Summer Road has mailed a proxy statement (the “Proxy Statement”) and accompanying GOLD universal proxy card to holders of Class A Common Stock in connection with Summer Road’s solicitation of proxies relating to the Company’s 2026 annual meeting of shareholders scheduled to be held on Thursday, April 30, 2026, at 10:00 a.m. Eastern Time, which will be held as a completely virtual meeting of shareholders and conducted via live webcast, accessible by visiting www.virtualshareholdermeeting.com/IMKTA2026 (including any adjournments or postponements thereof and any meeting called in lieu thereof, the “Annual Meeting”), where shareholders will have an opportunity:

1. To elect Summer Road’s director nominee, Rory A. Held (the “Summer Road Nominee”), to serve until the 2027 annual meeting of shareholders (the “2027 Annual Meeting”);

2. To consider and vote on a non-binding proposal to approve the Company’s compensation for named executive officers, as disclosed in the Company’s proxy statement; and

3. To consider any other business that is properly presented at the Annual Meeting.

These items of business are more fully described in the Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026.

This proxy statement supplement (this “Proxy Supplement”) supplements the Proxy Statement to include certain information disclosed in the Company’s definitive proxy statement filed with the SEC on April 1, 2026, which was not publicly available at the time we filed the Proxy Statement, and to disclose certain additional information relating to our proxy solicitation.

According to the Company’s definitive proxy statement, any shareholder proposal intended to be presented at the 2027 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 must be received by the Company no later than December 2, 2026 in order to be considered for inclusion in the Company’s proxy statement and form of proxy relating to such meeting.

2

As of the date hereof, Mr. Held directly beneficially owns 1,120 shares of Class A Common Stock. As further explained in the Proxy Statement, Mr. Held, as the Chief Investment Officer of Summer Road LLC, may be deemed to beneficially own an aggregate of 429,058 shares of Class A Common Stock, consisting of (i) 255,984 shares of Class A Common Stock beneficially owned directly by Cap 1 LLC, (ii) 129,489 shares of Class A Common Stock beneficially owned directly by East River Partners Ltd and (iii) 43,585 shares of Class A Common Stock beneficially owned directly by East River Partners II Ltd, which, together with the 1,120 shares of Class A Common Stock he directly owns, constitutes an aggregate of 430,178 shares of Class A Common Stock beneficially owned by Mr. Held. For information regarding transactions in securities of the Company by Mr. Held since the filing of the Proxy Statement, please see Schedule I. The shares of Class A Common Stock purchased by Mr. Held were purchased with personal funds.

This Proxy Supplement is dated April 1, 2026, and is first being furnished to shareholders of the Company on or about April 1, 2026. This Proxy Supplement should be read in conjunction with the Proxy Statement first furnished to shareholders on or about March 27, 2026.

THIS SOLICITATION IS BEING MADE BY SUMMER ROAD AND NOT ON BEHALF OF THE BOARD OR MANAGEMENT OF THE COMPANY. WE ARE NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING OTHER THAN AS SET FORTH IN THE PROXY STATEMENT. SHOULD OTHER MATTERS, WHICH WE ARE NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED GOLD UNIVERSAL PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.

SUMMER ROAD URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED GOLD UNIVERSAL PROXY CARD VOTING “FOR” THE ELECTION OF THE SUMMER ROAD NOMINEE.

IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED IN THE PROXY STATEMENT BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD UNIVERSAL PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT WILL BE COUNTED. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING OR BY VOTING AT THE ANNUAL MEETING.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The proxy materials are available at:

www.saratogaproxy.com/Ingles

3

SCHEDULE I

TRANSACTIONS IN SECURITIES OF THE COMPANY
SINCE THE FILING OF THE PROXY STATEMENT

Nature of the Transaction Amount of Securities Acquired/(Disposed) Date of Transaction

RORY A. HELD

Purchase of Class A Common Stock 1,120  03/31/2026

IMPORTANT

Tell the Board what you think! Your vote is important. No matter how many shares of Class A Common Stock you own, please give Summer Road your proxy FOR the election of the Summer Road Nominee and in accordance with Summer Road’s recommendation on the other proposal on the agenda for the Annual Meeting by:

· SIGNING, DATING and MAILING the enclosed GOLD universal proxy card TODAY in the envelope provided (no postage is required if mailed in the United States).

· VOTING BY INTERNET using the unique “control number” and following the instructions that appear on your GOLD universal proxy card.

You may vote your shares virtually at the Annual Meeting; however, even if you plan to attend the Annual Meeting virtually, we recommend that you submit your GOLD universal proxy card by mail by the applicable deadline so that your vote will still be counted if you later decide not to attend the Annual Meeting. If any of your shares of Class A Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Class A Common Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed GOLD universal voting form.

If you have any questions or require any additional information concerning the Proxy Statement, please contact Saratoga as set forth below.

If you have any questions, require assistance in voting your GOLD universal proxy card,

or need additional copies of Summer Road’s proxy materials,

please contact Saratoga at the phone numbers listed below.

Shareholders call toll free at (888) 368-0379

Email: info@saratogaproxy.com

FAQ

What stake does Summer Road LLC hold in Ingles Markets (IMKTA)?

Summer Road LLC and affiliates beneficially own 433,678 shares of Class A Common Stock, representing approximately 3.0% of outstanding Class A shares. This figure is stated in the proxy supplement dated April 1, 2026 and is the ownership cited for the solicitation.

When and how will the Ingles Markets 2026 annual meeting be held?

The 2026 annual meeting is scheduled for April 30, 2026 at 10:00 a.m. Eastern and will be conducted as a completely virtual meeting via webcast at www.virtualshareholdermeeting.com/IMKTA2026, as disclosed in the proxy materials.

How many shares does Rory A. Held beneficially own in IMKTA?

Rory A. Held is disclosed as beneficially owning an aggregate of 430,178 shares of Class A Common Stock, which includes 1,120 shares he directly owns and additional shares held through affiliated entities as described in the supplement.

What action is Summer Road requesting from shareholders in the proxy supplement?

Summer Road urges shareholders to sign, date, and return the enclosed gold universal proxy card to vote FOR the election of the Summer Road nominee and in accordance with its recommendations on other agenda items for the Annual Meeting.

What is the deadline to submit shareholder proposals for the 2027 meeting?

The filing states that shareholder proposals intended for inclusion in the 2027 proxy materials under Rule 14a-8 must be received no later than December 2, 2026, per the Company's definitive proxy statement referenced in the supplement.