US Market News
2月前
Ingles Markets, Incorporated Reports Results for Second Quarter and First Six Months of Fiscal 2026May 7, 2026 7:30 AM
Business Wire Ingles Markets, Incorporated (NASDAQ: IMKTA) today reported its financial results for the three and six months ended March 28, 2026. Robert P. Ingle II, Chairman of the Board, stated, “We are pleased to announce our financial results that are made possible by our associates’ commitment and dedication to our customers and communities in which we serve.” Second Quarter 2026 Results Net sales totaled $1.31 billion for the quarter ended March 28, 2026, a decrease of 1.8% compared with $1.33 billion for the quarter ended March 29, 2025. Gross profit for the second quarter of fiscal 2026 increased to $325.3 million, or 24.9% of sales, as compared to $311.0 million, or 23.4% of sales, for the second quarter of fiscal 2025. Operating and administrative expenses for the second quarter of fiscal 2026 was relatively flat at $291.2 million, as compared with $289.1 million for the second quarter of fiscal 2025. Interest expense totaled $4.5 million for the second quarter of fiscal 2026, as compared with $4.9 million for the second quarter of fiscal 2025. Net income increased to $24.3 million for the second quarter of fiscal 2026, as compared with $15.1 million for the second quarter of fiscal 2025. Basic and diluted earnings per share for Class A Common Stock increased to $1.31 and $1.28, respectively, for the quarter ended March 28, 2026, as compared with $0.81 and $0.80, respectively, for the quarter ended March 29, 2025. First Half Fiscal 2026 Results First half fiscal 2026 net sales totaled $2.68 billion, an increase of 2.4% compared with $2.62 billion for the first half of fiscal 2025. Gross profit for the six months ended March 28, 2026, increased to $659.8 million, as compared with $612.1 million for the first six months of fiscal 2025. Gross profit, as a percentage of sales, was 24.6% for the first half of fiscal 2026, compared with 23.4% for the first half of fiscal 2025. Operating and administrative expenses totaled $586.6 million for the six months ended March 28, 2026, as compared to $569.9 million for the six months ended March 29, 2025. Interest expense decreased to $9.1 million for the six-month period ended March 28, 2026, as compared with $9.9 million for the six-month period ended March 29, 2025. Total debt as of March 28, 2026, was $503.8 million compared with $521.6 million as of March 29, 2025. Net income increased to $52.4 million for the six months ended March 28, 2026, as compared with $31.7 million for the six months ended March 29, 2025. Basic and diluted earnings per share for Class A Common Stock increased to $2.82 and $2.76, respectively, for the six months ended March 28, 2026, as compared to $1.70 and $1.67, respectively, for the six months ended March 29, 2025. Capital expenditures for the first half of fiscal 2026 totaled $53.0 million compared with $62.0 million for the first half of fiscal 2025. 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 194 supermarkets, excluding three stores that remain temporarily closed due to damage sustained in Hurricane Helene but which are expected to reopen at various times during 2026 and 2027. In conjunction with its supermarket operations, the Company operates neighborhood shopping centers, most of which contain Ingles supermarkets. The Company also owns a fluid dairy facility that supplies Ingles supermarkets and unaffiliated customers. To learn more about Ingles Markets visit ingles-markets.com. Cautionary Note Regarding Forward-Looking Statements This press release 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, our 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 our 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 Securities and Exchange Commission, 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.
INGLES MARKETS, INCORPORATED (Amounts in thousands except per share data) Unaudited Financial Highlights Condensed Consolidated Statements of Income (Unaudited) Three Months Ended Six Months Ended March 28, March 29, March 28, March 29, 2026 2025 2026 2025 Net sales $ 1,307,863 $ 1,331,273 $ 2,680,841 $ 2,619,388 Gross profit 325,259 310,977 659,816 612,111 Operating and administrative expenses 291,152 289,144 586,568 569,853 Gain (loss) from sale or disposal of assets 364 (192 ) 358 2,954 Income from operations 34,471 21,641 73,606 45,212 Other income, net 2,765 2,842 5,683 6,140 Interest expense 4,495 4,879 9,102 9,890 Income tax expense 8,474 4,498 17,791 9,768 Net income $ 24,267 $ 15,106 $ 52,396 $ 31,694 Basic earnings per common share – Class A $ 1.31 $ 0.81 $ 2.82 $ 1.70 Diluted earnings per common share – Class A $ 1.28 $ 0.80 $ 2.76 $ 1.67 Basic earnings per common share – Class B $ 1.19 $ 0.74 $ 2.56 $ 1.55 Diluted earnings per common share – Class B $ 1.19 $ 0.74 $ 2.56 $ 1.55 Additional selected information: Depreciation and amortization expense $ 30,073 $ 30,597 $ 60,366 $ 61,536 Rent expense $ 1,822 $ 1,993 $ 3,462 $ 3,728 Condensed Consolidated Balance Sheets (Unaudited) March 28, Sept. 27, 2026 2025 ASSETS Cash and cash equivalents $ 418,002 $ 366,246 Receivables-net 101,218 106,355 Inventories 479,406 482,979 Other current assets 20,211 19,976 Property and equipment-net 1,503,038 1,515,070 Other assets 73,041 75,429 TOTAL ASSETS $ 2,594,916 $ 2,566,055 LIABILITIES AND STOCKHOLDERS' EQUITY Current maturities of long-term debt $ 17,480 $ 17,477 Accounts payable, accrued expenses and current portion of other long-term liabilities 287,456 285,426 Deferred income taxes 59,950 65,040 Long-term debt 486,284 497,289 Other long-term liabilities 81,744 84,891 Total Liabilities 932,914 950,123 Stockholders' equity 1,662,002 1,615,932 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,594,916 $ 2,566,055 View source version on businesswire.com: https://www.businesswire.com/news/home/20260507319381/en/ Pat Jackson, Chief Financial Officer
pjackson @ddale2 (Ext. 223) Original: Ingles Markets, Incorporated Reports Results for Second Quarter and First Six Months of Fiscal 2026
US Market News
2月前
Ingles Markets Announces Preliminary Voting Results from 2026 Annual MeetingApril 30, 2026 10:27 AM
Business Wire
Ingles Markets, Incorporated (NASDAQ: IMKTA) (“Ingles” or the “Company”) announced that based on preliminary voting results from the 2026 Annual Meeting of Shareholders held today, Dwight Jacobs and Rory Held have been elected as Class A directors; Fred D. Ayers, Robert P. Ingle, II, Patricia E. Jackson, James W. Lanning, Laura Ingle Sharp and Brenda S. Tudor have been elected as Class B directors; and shareholders approved, on an advisory basis, the compensation of the Company’s executive officers.
The Ingles Board of Directors issued the following statement:
We appreciate the engagement and input we’ve received from our shareholders leading up to the Annual Meeting. The Ingles Board and management team remain committed to serving the best interests of all Ingles stakeholders, including our shareholders, associates and the communities we serve, as we build on more than 60 years of success as a leading southeastern supermarket chain.
The final voting results once certified by the Independent Inspector of Elections will be reported on a Form 8-K that will be filed with the Securities and Exchange Commission.
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. 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
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/20260429006213/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
Original: Ingles Markets Announces Preliminary Voting Results from 2026 Annual Meeting
US Market News
2月前
Summer Road Issues Final Letter to Shareholders Ahead of Ingles Markets’ April 30th Annual MeetingApril 27, 2026 6:30 AM
Business Wire
Urges Shareholders to Vote FOR Rory A. Held on the Gold Card to Ensure the Board Has a Truly Independent Class A Shareholder Representative
Reminds Shareholders of the Key Facts Supporting the Case for Electing Mr. Held, Including Ingles’ Lack of Transparency and Accountability to Investors
Makes Clear That Ingles’ Handpicked Director Candidate Rebekah Lowe Represents More of the Same, Given That She Is Not Truly Independent, Is Not Aligned With Shareholders’ Interests and Lacks the Requisite Experience to Improve the Company’s Disclosure and Capital Allocation
Summer Road LLC (“Summer Road” or “we”), the beneficial owner of approximately 3% of the outstanding shares of Class A common stock of Ingles Markets, Incorporated (NASDAQ: IMKTA) (“Ingles” or the “Company”), today issued the following open letter to shareholders seeking their support for the election of Rory A. Held to Ingles’ Board of Directors (the “Board”) at the 2026 Annual Meeting of Shareholders.
***
Fellow Shareholders,
We greatly appreciate the discussions we have had with many of you in recent weeks about the long-term underperformance and governance issues at Ingles, as well as the opportunity for the Company to generate sustained value for shareholders by improving its disclosure, capital allocation and the Board’s alignment with shareholders’ interests.
With the Annual Meeting just days away, we want to recap the fundamental facts that support our case for electing a truly independent Class A shareholder to Ingles’ eight-member Board:
Fact #1: The Board, as currently configured, does not represent Class A shareholders and lacks truly independent directors.
As a result of the Company’s dual-class share structure and the Board’s lack of a nominating or governance committee, Chairman Robert P. Ingle, II effectively controls or has direct influence over the selection of the entire Board, including the two Class A directors.
This has created a Board of non-independent, long-tenured directors where half of all members are Chairman Ingle’s family members or Ingles executives – and all but one of the Class B directors have served for 20+ years.
When a Class A seat became vacant in late 2025, the Board – led by Chairman Ingle – selected L. Keith Collins, a former Company executive and Class B director for the role.
The Board later chose Rebekah Lowe, based on the recommendation of an incumbent Class B director, to serve as Class A shareholders’ voice in the boardroom – despite the fact that Ms. Lowe owns zero Class A shares and was handpicked by Class B directors.
Fact #2: The Board’s history of poor judgment demonstrates that Class A shareholders need an objective director who can serve as a check on management.
The Board’s decisions to deploy $1.5 billion in capital expenditures despite no meaningful improvement in operating income, consistently award Chairman Ingle with high-value discretionary bonuses unanchored to the Company’s financial success, and sign off on real estate deals with Chairman Ingle can only be described as rubberstamping.
Ingles made no genuine effort to settle this contest on terms that would have delivered governance reform. When Summer Road proposed that an independent Class A shareholder join the Board, the Board refused – revealing that its priority was self-preservation, not ensuring shareholders had representation in the boardroom.
The Company’s legal counsel explicitly threatened that if Summer Road proceeded with a proxy contest, Ingles would attack the Sackler family, a clear intimidation tactic that is unrelated to the merits of electing an independent director and confirms that the Board had no interest in good-faith settlement discussions.
At this year’s Annual Meeting, the Board is asking shareholders to elect yet another handpicked director with no skin in the game to serve as a “representative” of Class A shareholders.
Fact #3: Under this Board, Ingles’ total shareholder returns and operating results have trailed peers for years – even prior to Hurricane Helene.
The Company has delivered just 4% EBITDA growth over a 10-year period, on a 41% increase in net sales.
Over the past three years, including the period prior to Hurricane Helene, Ingles underperformed peers on square footage expansion, same store sales growth, operating margin, return on equity and dividend growth.
Compared to two years ago (Q1 2024, unaffected by Hurricane Helene), the Company’s Q1 2026 sales are lower by 7.3% and EBIT is lower by 35%.
Fact #4: Under the incumbent Board, Ingles has functioned like a private family enterprise to the detriment of Class A shareholders.
As Institutional Shareholder Services, Inc. highlighted in its report, “a compelling case for change could be made on the basis of corporate governance deficiencies alone.”1
Despite representing a majority economic interest in the Company, unaffiliated shareholders are left with only a minority of the voting power.
The Board has made no attempt to address Class A investors’ concerns despite Class A shareholders repeatedly expressing their dissatisfaction through their votes at annual meetings since 2021.
The Company discloses the least amount of information of its peers and stopped holding earnings calls in 2016.
Ingles has refused to provide basic details regarding its real estate-heavy strategy, including the amount of undeveloped real estate it owns and what it intends to use its land parcels for.
Instead of addressing any of the substantive points raised by Summer Road, the Board has attempted to deceive the public by altering Ingles’ peer group to artificially make its performance look better and asked shareholders to blindly trust its ability to deliver value despite the data suggesting it has failed to do exactly that over the past 10 years.
During this proxy contest, the Company has continually labeled Mr. Held's ideas as “value destructive,”2 despite never speaking with him to learn about his proposals.
Fact #5: Mr. Held’s shareholdings and investment background make him best-suited to serve as a committed advocate for Class A shareholders’ interests – which is precisely the role of a Class A director.
Mr. Held personally owns more Ingles shares than all “independent” Board members combined, better positioning him to understand and represent the perspective of shareholders.
With his expertise in capital allocation and public market equity analysis, Mr. Held would focus on working constructively with the other directors to evaluate all options for how to maximize returns for Ingles’ shareholders and improve the Company’s disclosure to investors.
This is what Mr. Held accomplished during his time on the board of Peak Resorts, Inc. (formerly NASDAQ: SKIS), which resulted in an objectively positive outcome for all shareholders. Despite what Ingles has inaccurately alleged, Summer Road’s involvement at Peak Resorts, Inc. did not cause any material disruption or economic damage to the company.
The risk of Ingles’ Class A shareholders suffering further underperformance and disenfranchisement is objectively higher with the Class B shareholders’ pick, Ms. Lowe, on the Board. Ms. Lowe’s career as an executive coach and former banking executive raises doubts about her ability to oversee Ingles’ capital allocation, corporate strategy and financial reporting – not to mention the flawed process that led to her selection as Ingles’ nominee.
Together, we can send a strong message to Ingles that Class A shareholders are demanding real accountability and independent oversight from the Board. The incumbent directors will not be able to continue ignoring shareholders’ concerns if we deliver a resounding mandate for change by electing an independent Class A shareholder to the Board. At the upcoming Annual Meeting on April 30th, we urge you to vote for Mr. Held to restore investor transparency and drive long-term value. Thank you very much for your time and your support.
Sincerely,
Summer Road
***
If you have questions about how to elect Summer Road’s independent nominee, Rory A. Held, to the Ingles Board using the GOLD universal proxy card, please contact:
Saratoga Proxy Consulting LLC
520 8th Avenue, 14th Floor New York, NY 10018
Shareholders Call Toll-Free: (888) 368-0379
info@saratogaproxy.com
Visit www.saratogaproxy.com/Ingles to review Summer Road’s materials.
***
About Summer Road LLC
Summer Road LLC is a family office which invests across a diverse range of strategies and asset classes.
______________________
1 Permission to quote Institutional Shareholder Services, Inc. was neither sought nor received.
2 The Company’s April 8th investor presentation and April 16th press release.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260427552631/en/
For Investors:
Saratoga Proxy Consulting LLC
John Ferguson, (212) 257-1311
jferguson@saratogaproxy.com
For Media:
Longacre Square Partners
summerroad@longacresquare.com
Original: Summer Road Issues Final Letter to Shareholders Ahead of Ingles Markets’ April 30th Annual Meeting
US Market News
2月前
Ingles Markets Issues Open Letter to ShareholdersApril 20, 2026 6:55 AM
Business Wire
Public Documents and the Sacklers’ Web of Trusts and Entities Show – Rory Held’s Loyalties Are Owed to the Sacklers
If Elected, We Believe Rory Held Would Have Conflicting Fiduciary Duties of Loyalty to the Sacklers and to Ingles Shareholders
Urges Shareholders to Vote “FOR” ONLY Ingles’ Director Candidates – Rebekah Lowe and Dwight Jacobs – on the WHITE Proxy Card
Ingles Markets, Incorporated (NASDAQ: IMKTA) today issued the following open letter to shareholders:
Dear Ingles Shareholders,
If you have been following the events of the last few weeks, you know that we at Ingles Markets have been working hard to elect our two qualified director nominees – Rebekah Lowe and Dwight Jacobs – and to assure that the Sacklers’ nominee Rory Held does not have the opportunity to damage our company.
Over the past two weeks, we have received heartwarming communications from several of long-term Ingles’ shareholders who recognize and appreciate the honorable way in which we have managed our business as well as the tremendous value we have created for all of our stakeholders. These supportive shareholders have also told us that they oppose Rory Held’s risky “financial engineering” agenda and fear the long-term damage it will likely cause.
Along the way, however, a few of our shareholders have asked us: “So, what is the harm in having a shareholder like Rory Held serve on our board?”
We think you deserve our answers to that question, and they are very simple:
Rory Held is not who Summer Road wants you to think he is, and they are hiding material information from shareholders about his role in the Sackler family.
His ideas regarding the management of Ingles’ real estate are dangerous, and it is clear that neither Summer Road nor Rory Held understand the grocery industry or Ingles’ business.
So, Who is Rory Held?
In their communications with our shareholders, Summer Road has made the following statements about Mr. Held:
“Our independent director candidate, Rory A. Held, is not a member of the Sackler family and has never worked with Purdue Pharma.”1
“Shareholders are voting to elect Mr. Held, an investment professional who has never worked for Purdue Pharma and who brings the perspective of an Ingles Class A owner to the Board.”2
These statements are consistent with others made by Summer Road throughout this process in which Mr. Held is characterized as just another ordinary investment professional trying to do his job. Summer Road has worked very hard to distance Mr. Held from the devastating conduct of the Sacklers and Purdue Pharma in causing the OxyContin opioid crisis. Indeed, until Ingles pointed it out, Summer Road never even mentioned Summer Road’s ties to the Sackler family or the fact that it is 100% owned by a former Co-Chairman of the Purdue Pharma Board of Directors.
But, in a time when public records are available to anyone, Summer Road and Rory Held can run, but they cannot hide – although they have tried. Summer Road has accused Ingles of not understanding public company governance. However, Ingles understands public company governance just fine; and we also understand the dangers of divided loyalties in a public company boardroom.
Rory Held’s Loyalties Are Owed to the Sacklers, Including the Former Co-Chairman of the Purdue Pharma Board of Directors.
Rory Held is Deeply Intertwined with the Sackler Family Trusts Used to Hold Funds Salvaged from the Purdue Pharma Bankruptcy.
As a Trustee for Several Sackler Family Trusts, Rory Held Has Legal Duties of Loyalty to the Sackler Family – These Duties Don’t Disappear Even if He Serves on the Ingles Board.
Summer Road Has Hidden Rory Held’s Years of Service and Loyalty to the Sacklers from Ingles and Ingles Shareholders.
As you will see, the story is a somewhat complicated one, buried in piles of legal documents, but the ending is clear. Rory Held is totally beholden to the Sackler family.
In April 2013, Rory Held joined Summer Road, which is the Florida family office of Richard Stephen Sackler, according to Held’s LinkedIn profile, as well as records filed with the SEC.3 Richard Sackler is the son of Raymond Sackler – one of three brothers who acquired Purdue Pharma in 1952 and served as co-chairman of the Company’s Board of Directors.4
Summer Road is the family office of Richard Sackler. Summer Road was registered to conduct business in New York in January 2014 and in Florida in July 2019.5 In November 2019, an attorney for Richard Sackler’s son, David Sackler, filed a presentation6 that was addressed to Rep. Carolyn B Maloney, Chair of the Committee on Reform and Oversight of the U.S. House of Representatives. This presentation states that Richard Sackler, and the Estates of Beverly Sackler and Jonathan Sackler hold a 100% interest in Summer Road.
Summer Road is led by David Sackler, the son of Richard Sackler who was the Co-Chairman of Purdue Pharma during the years that led to the OxyContin scandal.7
In April 2013, Rory Held joined Summer Road as a Senior Vice President and Portfolio Manager.8,9 He has held the title Executive Vice President since at least July 2019, and in December 2023, he gained the additional title of Chief Investment Officer.
Rory Held is named as an Authorized Person and Executive Vice President of Summer Road in corporate records filed with the Florida Division of Corporations dating from 2019 through October 2025.
Summer Road is just one small part of the patchwork of trusts and entities formed by the Sacklers to shield their assets. But, the story gets more interesting, and you will see that Rory Held emerges as a central character.
Summer Road provides investment management services to Cap 1 LLC, which is wholly owned by Crystal Fiduciary Company LLC, as Trustees of the 1974 Irrevocable Trust A FBO BS and RSS, a Sackler family-controlled trust.10
Rory Held is identified in Purdue Pharma Chapter 11 Bankruptcy court filings as a director, manager or officer of several major Raymond Sackler family entities:11
RRS I: Rory Held was identified as a current and/or former director, manager and/or officer of the “RRS I-way entity in Purdue Pharma L.P. chain of ownership.”12 RRS I-way entities are entities directly or indirectly owned by persons or trusts associated with the Raymond Sackler family (“RRS”), as distinguished from those directly or indirectly owned by persons or trusts associated with the Mortimer Sackler family (“MDS”).13 RRS Family I-way entities are identified in the Purdue Chapter 11 Bankruptcy.14
RRS Family I: Rory Held is identified as a current and/or former director, manager and/or officer of the “RRS I-way entity in Purdue Pharma L.P. chain of ownership.”15 RRS Family I-way entities are identified in the Purdue Chapter 11 bankruptcy.16
Crystal Trust: Rory Held is identified as a successor co-trustee of Crystal Trust in Notice of Appearance of Counsel filed on November 5, 2025, for the Purdue Chapter 11 Bankruptcy. The Crystal Trust was formed on September 25, 2017 in Wyoming. The trust’s beneficiaries include Richard Sackler and his heirs.17
Crystal Trust’s assets were described in a 412-page exhibit titled Raymond-side International Presentation dated November 22, 2019 attached to a 2021 letter from Robert Finzi, an attorney with Paul, Weiss, Rifkin, Wharton & Garrison LLP working for the Raymond Sackler side of the Sackler family to Representative Carolyn B. Maloney, chairwoman of the Committee on Oversight and Reform for the US House of Representatives.18 The company’s assets were identified as a 100% interest in Crystal Fiduciary Company LLC, a Wyoming limited liability company.19
Data Trust: Rory Held is identified as a successor co-trustee of Data Trust in Notice of Appearance of Counsel filed on November 5, 2025, for the Purdue Chapter 11 bankruptcy. Data Trust was formed on November 20, 2018, in Wyoming. The trust’s beneficiaries include Richard Sackler and his heirs.20 The company’s assets were identified in the above-noted Finzi letter to Representative Maloney as a 100% interest in Data LLC, a Wyoming limited liability company.21 The special purpose trust was reportedly created to be their “own private trust company and to allow for the passing of ownership on the company to succeeding generations.”22 The Data Trust was also identified as a RRS Family Trust in records filed in the above-cited Purdue Bankruptcy.23
Summer Road disclosed its relationship with Data LLC in a Form 13F Institutional Investment Management Holdings Report filed with the SEC in February 2026.24 Data LLC is described as a manager reporting for Summer Road.25
So, What Are These Sackler Trusts and Entities, and Why Were They Formed?
Credible Reporting Establishes that the Sacklers Moved Substantial Portions of Their Salvaged Purdue Pharma Funds into At Least One of the Trusts Where Rory Held Serves as Trustee.
In August 2020, Bloomberg Businessweek published the article, “How the Sacklers Shifted $10.8 Billion of Their Opioid Fortune.”26 The article said that its authors had “spent months” analyzing a trove of documents that helped explain how Purdue – the company at the center of the opioid epidemic – moved money between entities in Luxembourg, the British Virgin Islands, and Delaware between 2008 – after Purdue Pharma pled guilty to misleading the public about the addictive potential of its flagship painkiller, OxyContin, through 2017, before the company filed for Chapter 11 bankruptcy.27
Bloomberg wrote that after tax bills were settled, the bulk of the cash landed in two Delaware companies, Rosebay Medical Co. and Beacon Co. The money from these companies was then moved through trusts to two sides of the Sackler family: The Estate of Richard Sackler and Jonathan Sackler benefited from Rosebay and the Estate of Mortimer D.A. Sackler and his family benefitted from Beacon.
The article reported that the Office of New York State Attorney argued that the Sackler family had moved billions of dollars into trusts to shelter them. Furthermore, in August 2019, the Attorney General subpoenaed at least ten financial institutions “in an effort to establish the Sacklers’ fraud.”28
Bloomberg reported that the subpoenas alleged that a portion of the $4.4 billion shifted by the Sacklers was used for multi-million-dollar real estate transactions, noting that Summer Road – Richard Sackler’s family office and Rory Held’s employer – was calculated to have made $60 million from the sale of Cap 1 LLC’s stake in Peak Resorts in 2019, where Rory Held served on the Board as a Sackler designee.
Wealth Advisor published a similar article in September 2020 titled, “How The Billionaire Sackler Family Allegedly Moved Their Opioid Money Around To Preserve Fortune In Midst Of Lawsuits.”29 In addition to what was reported by Bloomberg, Wealth Advisor reported that certain companies were paid a few million each from Purdue in 2012, including Data LLC.
As noted above, Rory Held is a successor co-trustee of Data Trust, which held a 100% interest in Data LLC, as noted in the 2025 Purdue Chapter 11 bankruptcy records.
What All This Means — Rory Held is Not Just the “Investment Professional” Who Summer Road Says He is.
As a Trustee for the Sackler Family Trusts, it is Clear to Us that Rory Held’s Loyalties Belong to the Sacklers, NOT to Ingles Shareholders.
We believe that Summer Road has materially misrepresented Rory Held’s role in the Sackler family web of trusts and other entities, including trusts formed to shield assets derived from the Purdue Pharma bankruptcy.
Summer Road’s assertion that Rory Held “never worked for Purdue Pharma” is misleading because it fails to mention the significant role that he has played in securing and managing the arguably ill-gotten wealth of the Sackler family, derived primarily from Purdue Pharma.
Moreover, not only is Rory Held playing a substantial role managing the assets of the Sackler family, his multiple trustee roles mean that he has a duty of loyalty to the Sackler family.
As lawyers would explain it, if Rory Held were to be elected to the Ingles Board, he would have potentially conflicting fiduciary duties of loyalty to the Sacklers and to Ingles, calling his independence into question. For Summer Road and Rory Held to deny that shows that they are the ones who do not understand public company governance.
So, ask yourself: “Why take the risk of electing a director who is obligated to serve the notorious Sackler family?”
We Believe Rory Held’s Ideas for How Ingles Should Manage its Real Estate Would Be Dangerous to the Value of Your Investment.
Rory Held has claimed that Ingles owns over 1,800 undeveloped acres of real estate. The reality is that Ingles’ 29 undeveloped holdings amount to only about one-third of the acreage that Rory Held claims we own. Some are designated for Ingles’ potential future development; others are smaller parcels designated for sale, ground lease or build-to-suit development. For many grocers, including Ingles, owned real estate provides multiple strategic advantages, including operational control and flexibility, a stronger balance sheet, and the ability to generate significant rental income, which has grown to over $30 million in the past decade.
Summer Road is a “financial engineer.” Its recommendations make clear to us – Summer Road and Rory Held are looking for a quick hit gain at the expense of long-term value creation.
As we have discussed in some of our other communications with you, it is Summer Road’s kind of narrow financial playbook that is responsible for other previously successful grocery store chains going out of business, like A&P and Winn Dixie, due to the prioritization of capital returns over long-term investment.
Don’t let this happen to Ingles Markets.
Rory Held is not who Summer Road says he is.
We believe his financial engineering ideas would be destructive to Ingles and the value of your shares.
We urge you – protect your investment by voting “FOR” only Rebekah Lowe and Dwight Jacobs on the WHITE proxy card today. Rebekah and Dwight are respected, highly qualified, and independent. They have the credibility and commitment to serve the best interests of all Ingles shareholders.
Sincerely,
The Ingles Board of Directors
If you have any questions or require assistance voting your shares, please call the Company’s proxy solicitor:
MacKenzie Partners, Inc.
7 Penn Plaza
New York, New York 10001
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.
____________________
1 https://www.sec.gov/Archives/edgar/data/50493/000092189526000929/ex1todfan14a14578002_040626.pdf
2 https://www.nasdaq.com/press-release/summer-road-responds-ingles-markets-error-filled-and-deliberately-misleading
3 Mr. Held lists his title on LinkedIn as executive vice president but SEC filings from 2016 list him as senior vice president. https://www.linkedin.com/in/rory-held-41a3a32/;
4 “Fund Tosses Family Over Opioids – Entities Tied to Sacklers, Who Control OxyContin Maker, Told to Redeem Their Investments,” The Wall Street Journal, March 8, 2019.
5 The company’s mailing address on corporate filings in Florida is 14000 Quail Springs Pkwy, Suite 2200, Oklahoma City, Oklahoma 73134. This is the address of the Richard Sackler Family Foundation.
6 https://www.judgeforyourselves.info/wp-content/uploads/2021/04/2021.04.08-Response-from-Side-B-Former-Directors-to-March-11-Letter.pdf
7 Richard Sackler is a past president and co-chairman of Purdue and his son David Sackler is a former Purdue board member. David Sacker co-founded the hedge fund Moab Capital Partners with a former colleague from Perry Capital, in which members of the Sackler family have invested. Summer Road is named for a street near the Alta ski resort in Utah, near where members of the Sackler family own a home that is the site of family gatherings. “Fund Tosses Family Over Opioids – Entities Tied to Sacklers, Who Control OxyContin Maker, Told to Redeem Their Investments,” The Wall Street Journal, March 8, 2019.
8 https://www.sec.gov/Archives/edgar/data/1517401/000089383816000162/sc13dpeakresortsnov2016.htm
9 Rory Held lists his title on LinkedIn as executive vice president but SEC filings from 2016 list him as senior vice president. https://www.linkedin.com/in/rory-held-41a3a32/
10 https://www.sec.gov/Archives/edgar/data/1517401/000151740119000023/skis-20190430x10ka.htm; https://www.sec.gov/Archives/edgar/data/1036141/000089383819000005/sc13gsummerroad1252019.htm
11 In Re: Purdue Pharma, LP, et al., US Bankruptcy Court in the Southern District of New York, Bankruptcy Proceeding No. 19-bk-23649, filed on September 15,2019. See Doc 8178 Notice of Appearance of Counsel filed on November 5, 2025, Doc 8192 Notice of Appearance of Counsel filed on November 6, 2015, and Doc 8390 Notice of Appearance filed on December 11, 2025. https://nationalopioidsettlement.com/wp-content/uploads/2025/11/MSA-Exhibit-X.pdf
12 See Pages 13-14 in https://nationalopioidsettlement.com/wp-content/uploads/2025/11/MSA-Exhibit-X.pdf
13 Ibid.
14 In Re: Purdue Pharma, LP, et al., US Bankruptcy Court in the Southern District of New York, Bankruptcy Proceeding No. 19-bk-23649, filed on September 15,2019. See Doc 7877 filed on September 19, 2025. Also available at Pages 11-33 in https://nationalopioidsettlement.com/wp-content/uploads/2025/11/MSA-Exhibit-X.pdf
15 See Pages 13-14 in https://nationalopioidsettlement.com/wp-content/uploads/2025/11/MSA-Exhibit-X.pdf
16 In Re: Purdue Pharma, LP, et al., US Bankruptcy Court in the Southern District of New York, Bankruptcy Proceeding No. 19-bk-23649, filed on September 15,2019. See Doc 7877 filed on September 19, 2025
17 https://www.judgeforyourselves.info/wp-content/uploads/2021/04/2021.04.08-Response-from-Side-B-Former-Directors-to-March-11-Letter.pdf
18 Ibid.
19 Ibid.
20 Ibid.
21 Ibid.
22 Ibid.
23 Ibid; https://nationalopioidsettlement.com/wp-content/uploads/2025/11/MSA-Exhibit-X.pdf
24 https://www.sec.gov/Archives/edgar/data/1604873/000143774926003737/xslForm13F_X02/primary_doc.xml
25 Ibid.
26 “How the Sacklers Shifted $10.8 Billion of Their Opioid Fortune,” Bloomberg Businessweek, August 26, 2020
27 Ibid.
28 Ibid.
29 https://www.thewealthadvisor.com/article/how-billionaire-sackler-family-allegedly-moved-their-opioid-money-around-preserve-fortune
View source version on businesswire.com: https://www.businesswire.com/news/home/20260419713764/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
Original: Ingles Markets Issues Open Letter to Shareholders
US Market News
2月前
All Three Independent Proxy Advisors Recommend Ingles Markets Shareholders Vote for Rory A. HeldApril 20, 2026 6:30 AM
Business Wire
ISS, Glass Lewis and Egan-Jones All Support Summer Road’s Case for Boardroom Change
ISS, Glass Lewis and Egan-Jones All Endorse the Election of Rory A. Held to Improve Board Transparency and Oversight of Capital Allocation
Summer Road LLC (“Summer Road” or “we”), the beneficial owner of approximately 3% of the outstanding shares of Class A common stock of Ingles Markets, Incorporated (NASDAQ: IMKTA) (“Ingles” or the “Company”), today announced that all three independent proxy advisory firms, Institutional Shareholder Services Inc. (“ISS”), Glass, Lewis & Co., LLC (“Glass Lewis”) and Egan-Jones Ratings Company (“Egan-Jones”), have recommended shareholders vote for the election of Summer Road nominee Rory A. Held to Ingles’ Board of Directors (the “Board”) at the 2026 Annual Meeting of Shareholders.
Summer Road commented: “All three independent proxy advisors unanimously believe that shareholders should support boardroom change to restore investor transparency and drive long-term value. The proxy advisors’ respective reports highlight many of the issues raised by our campaign, including Ingles’ deficient disclosure, trailing shareholder returns, persistent operational underperformance and record of functioning like a privately held enterprise to the detriment of Class A shareholders. They have also taken note of the Company’s efforts to deceive the public, including by altering its peer group to artificially make its performance look better. We encourage shareholders to heed all three experts’ recommendations by electing Mr. Held to ensure that Class A shareholders finally have legitimate, independent representation on Ingles’ Board.”
In its report, ISS wrote:1
“[T]he company's corporate governance structure appears to be a quintessential example of a public company managed as if it were a private enterprise.”
“Since 2021, Class A shareholders have expressed their dissatisfaction through their votes at each annual meeting, but the board does not appear to have made efforts to understand Class A shareholder views or address their profound dissatisfaction.”
“[T]he board has long been complicit in disenfranchising Class A shareholders.”
“[T]here are numerous unanswered questions about basic elements of the company's real estate strategy. This opaque approach to disclosure is inconsistent with the expectations of shareholders.”
“[Mr. Held] has a relevant professional background and outside public board experience, and unlike Lowe, who was selected in a process overseen by the CFO (a Class B director), he would impart much-needed independence from management and Class B directors, and he would add the perspective of an unaffiliated shareholder.”
In its report, Glass Lewis noted the following:2
“[E]ven when accounting for the impact of Hurricane Helene, Ingles' shareholder returns have underperformed those of the Company's peers.”
“Ingles' investor returns, growth and profitability have experienced a steady decline that seems to be attributable to structural weakness rooted in the Company's status quo, rather than cyclical headwinds affecting the broader U.S. food retail industry.”
“Mr. Held's strongest area of expertise lies in capital allocation, which would be of great benefit for the Company in light of the performance and governance concerns mentioned above.”
“Similarly, [Mr. Held’s] tenure on Peak Resorts' board affords valuable experience in investor relations at a publicly listed entity, an issue that merits scrutiny at Ingles. […] Peak Resorts' shareholders benefited greatly from their long-term investment in Peak Resorts during Mr. Held's tenure.”
In its report, Egan-Jones concluded that:3
“Over the past decade, the Company deployed approximately $1.5 billion in capital expenditures with no meaningful improvement in operating income, while offering shareholders no transparent analysis of whether alternative capital deployment strategies would produce superior returns.”
“We believe the incumbent board and management have lacked proactive strategic leadership, instead allowing the business to drift without a clearly and specific articulated plan for expansion, market repositioning, or capital deployment.”
“The stock trades at approximately book value and at a discount to peers on most earnings-based metrics, reflecting persistent market skepticism regarding the Board's capital allocation discipline.”
“The Company's Class A nominees were identified through a management-directed referral process, own no shares of Ingles, and provide insufficient assurance of independent representation for Class A shareholders.”
***
If you have questions about how to elect Summer Road’s independent nominee, Rory A. Held, to the Ingles Board using the GOLD universal proxy card, please contact:
Saratoga Proxy Consulting LLC
520 8th Avenue, 14th Floor New York, NY 10018
Shareholders Call Toll-Free: (888) 368-0379
info@saratogaproxy.com
Visit www.saratogaproxy.com/Ingles to review Summer Road’s materials.
***
About Summer Road LLC
Summer Road LLC is a family office which invests across a diverse range of strategies and asset classes.
_____________________________
1 Permission to quote ISS was neither sought nor received. Emphasis added.
2 Permission to quote Glass Lewis was neither sought nor received. Emphasis added.
3 Permission to quote Egan-Jones was neither sought nor received. Emphasis added.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260420241663/en/
For Investors:
Saratoga Proxy Consulting LLC
John Ferguson, (212) 257-1311
jferguson@saratogaproxy.com
For Media:
Longacre Square Partners
summerroad@longacresquare.com
Original: All Three Independent Proxy Advisors Recommend Ingles Markets Shareholders Vote for Rory A. Held
US Market News
2月前
Ingles Markets Warns Rory Held Would Not Be an Independent Director Due to Undisclosed Conflicting Duties of Loyalty to the Sackler FamilyApril 16, 2026 7:05 PM
Business Wire
Urges Shareholders to Vote “FOR” ONLY Ingles’ Director Candidates – Rebekah Lowe and Dwight Jacobs – on the WHITE Proxy Card
Ingles Markets, Incorporated (NASDAQ: IMKTA) today issued the following statement in response to what the Company believes are misleading claims that Rory Held would serve effectively as an independent director at Ingles Markets:
Summer Road’s proxy solicitation materials have claimed that Rory Held would serve as an independent voice in the Ingles boardroom, but that is inconsistent with Mr. Held’s existing fiduciary obligations of loyalty to the Sackler family — obligations that have not been fully disclosed by Summer Road to Ingles shareholders.
Mr. Held is far from independent. He is deeply embedded in the Sackler family’s financial and governance structure where he serves as the Trustee of several Trusts established by the Sacklers to hold funds salvaged from the Purdue Pharma bankruptcy. As such, Rory Held has a fiduciary duty of loyalty to the Sackler family that we believe would impair his ability to act in the best interest of Ingles and its shareholders.
The following are some of the facts about Mr. Held’s intimate and intertwined relationship with the Sackler family:
Mr. Held currently serves as a trustee for multiple Sackler family trusts – including the Crystal Trust1 and the Data Trust2 – whose beneficiaries include Richard Sackler and his heirs3. As trustee, Mr. Held owes legally enforceable duties of loyalty and care to those Sackler beneficiaries4, and those duties do not disappear simply because he is seeking a seat on the Ingles Board. We believe that these obligations would create a clear and inherent conflict given his publicly stated intention to pursue short term asset disposition goals.
Corporate directors are required by law to exercise independent judgment and owe undivided loyalty to the company and its shareholders. When a corporate director is subject to competing fiduciary duties to others, that divided loyalty undermines independence — particularly when competing interests, such as Summer Road’s, favor immediate returns over long-term value creation for all shareholders.
The record further shows that Mr. Held’s Sackler ties are not remote nor incidental: he has served as a director, manager, officer, or trustee of multiple Sackler-controlled entities disclosed in the Purdue Pharma bankruptcy and remains deeply intertwined with the structure used to manage and preserve Sackler family assets5. These ongoing fiduciary relationships, which have not been disclosed by Summer Road in connection with Mr. Held’s nomination to the Ingles Board, present a structural conflict that risks impairing his ability to act solely in the best interests of Ingles and all of its shareholders.
Simply put, we believe Mr. Held is one of the Sacklers’ most trusted lieutenants and would not be an independent voice in the boardroom. He owes fiduciary duties of loyalty to the Sackler family and their heirs, and if the Sacklers’ interests diverge from those of Ingles, Mr. Held would face an unavoidable competing obligation to the Sackler family.
Ingles shareholders should ask a simple question: when push comes to shove in the Ingles boardroom, whose interests would Rory Held serve?
The Board unanimously believes Rebekah Lowe and Dwight Jacobs are the only responsible choices to serve all Ingles shareholders’ interests. They would come to the Ingles boardroom untethered by competing fiduciary obligations and fully aligned with the long-term interests of all Ingles shareholders. Ms. Lowe and Mr. Jacobs bring valuable skills and experience that would advance the Company’s strategy, including public company C-suite and board experience along with human capital management, finance and real estate expertise. They are not beholden to anyone and would act in the best interests of the Company and ALL Ingles shareholders.
We urge you – protect your investment by voting “FOR” only Rebekah Lowe and Dwight Jacobs on the WHITE proxy card today.
If you require assistance voting your shares, please call the Company’s proxy solicitor:
MacKenzie Partners, Inc.
7 Penn Plaza
New York, New York 10001
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.
1 In Re: Purdue Pharma, LP, et al., US Bankruptcy Court in the Southern District of New York, Bankruptcy Proceeding No. 19-23649, filed on September 15,2019. See Doc 8178 Notice of Appearance of Counsel filed on November 5, 2025, Doc 8192 Notice of Appearance of Counsel filed on November 6, 2015, and Doc 8390 Notice of Appearance filed on December 11, 2025.
2 Ibid.
3 Ibid.
4 https://www.law.cornell.edu/wex/fiduciary_duties_of_trustees
5 https://nationalopioidsettlement.com/wp-content/uploads/2025/11/MSA-Exhibit-X.pdf
View source version on businesswire.com: https://www.businesswire.com/news/home/20260416651710/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
Original: Ingles Markets Warns Rory Held Would Not Be an Independent Director Due to Undisclosed Conflicting Duties of Loyalty to the Sackler Family
US Market News
3月前
Summer Road Responds to Ingles Markets’ Error-Filled and Deliberately Misleading PresentationsApril 10, 2026 1:45 PM
Business Wire
The Company’s April 8th and April 10th Presentations Ignore Concerns About Insufficient Shareholder Representation on the Board, Declining Growth, Stagnant Class A Dividend, Idle Real Estate and Deteriorating Transparency
Ingles’ Board Made No Genuine Effort to Settle with Summer Road Because it Refuses to Acknowledge the Need for True Class A Representation So That it Can Keep Control and Continue Operating in the Shadows
Summer Road’s Interests Are Aligned with All Class A Shareholders, While Ingles’ Conflicted Board is Using Sensationalized and Dishonest Tactics to Shield Itself from Accountability
Summer Road LLC (“Summer Road” or “we”), the beneficial owner of approximately 3% of the outstanding shares of Class A common stock of Ingles Markets, Incorporated (NASDAQ: IMKTA) (“Ingles” or the “Company”), today issued the following statement in response to the Company’s April 8th and April 10th presentations.
“Our campaign has always been about giving Class A shareholders truly independent representation on the Company’s Board of Directors following Ingles’ failures on transparency, capital allocation and governance. Instead of addressing investors’ concerns about its anemic growth, ambiguous corporate strategy, lack of shareholder engagement and Board oversight shortcomings, the Company is seeking to distract attention from these legitimate issues by fearmongering about our intentions. Shareholders should ask why Ingles is fighting so aggressively against the election of one qualified, independent Class A shareholder to the eight-member Board of a controlled Company. We urge our fellow investors to elect Rory A. Held, an Ingles shareholder unaffiliated with the current directors, to ensure that the Company’s leadership acts transparently and in alignment with all shareholders’ best interests.
While traditional and social media are filled with inflammatory quotes regarding the poor reputation of Chairman Robert P. Ingle, II and the Company, we recognize that these public narratives are often inaccurate and fail to reflect the complete truth. Rather than engaging with that noise, we are focusing our efforts on the undeniable facts. What matters to shareholders is establishing an independent voice in the boardroom to ask the tough questions necessary to improve returns and transparency.”
Setting the Record Straight: 10 Key Facts the Company Got Wrong
Ingles’ Fictions1
The Facts
“We tried repeatedly to reach a constructive resolution to avoid this proxy contest.”
The Company consistently refused to acknowledge the need for a truly independent director on the Board. Instead of providing a settlement offer that would allow us to identify a new director, the Company’s legal counsel warned our legal counsel that if we were to proceed with a proxy contest, Ingles would seek to distract from the merits of our campaign by attacking the Sackler family – which is exactly what it has done with its misleading, inaccurate and inflammatory assertions.
“We believe any Sackler-employed representative on the Ingles Board would be bad for Ingles, our communities and our stakeholders.”
Shareholders are voting to elect Mr. Held, an investment professional who has never worked for Purdue Pharma and who brings the perspective of an Ingles Class A owner to the Board.
Summer Road and Mr. Held were good for Peak Resorts, Inc. (“Peak Resorts”), its communities and its stakeholders. We expect the same for Ingles.
“Experience shows that a threat of a boycott is real if Sackler employee, Rory Held, is elected to the Ingles Board.”
There was no boycott at any Peak Resorts mountains during the period Mr. Held was on the board or thereafter. Notably, on the date mentioned in Ingles’ presentations, Mount Snow was closed for the ski season.
Mr. Held’s tenure at Peak Resorts delivered results for all shareholders, including the reinstatement of the dividend, improved investor communication, the successful acquisitions of multiple ski resorts and a value-maximizing sale to a strategic acquirer (which represented a 120% share price increase from when Mr. Held joined the board).
“Summer Road and Rory Held are hiding material information from shareholders.”
We are hiding nothing. We have always said we are a family office, and the truth is we are an investor aligned with all Class A shareholders.
Ingles, on the other hand, is hiding information from its owners. The Company stopped holding quarterly earnings calls in 2016, discloses the least amount of information of its peers and doesn’t report the accurate picture of its real estate holdings.
“Summer Road SEC filings exclude information about their Ingles holdings.”
Summer Road has sent the Company position verification letters from our prime broker on multiple occasions dating back to the 2023 Annual Meeting. Our approximately 3% holdings were publicly disclosed in our proxy statement filing, as required by the SEC. Mr. Held personally owns more Ingles shares than all “independent” Board members combined, better positioning him to represent shareholders’ interests.
“Ingles’ director candidates were selected through a robust process designed to identify highly-qualified, independent candidates with ‘fit for purpose’ experience.”
The Board originally appointed L. Keith Collins, a former Ingles executive and Class B director, as a Class A director. The Board then chose not to use an independent search firm to identify and recruit the new Class A director representatives, Rebekah Lowe – who was recommended by an incumbent director – and Dwight Jacobs – who was, in turn, recommended by Ms. Lowe.
How can Ms. Lowe credibly represent Class A shareholders’ interests when she owns zero shares, has a preexisting relationship with an incumbent director(s) and serves alongside her fellow director nominee on another board?
“The Company has a record of strong financial performance on all core grocery metrics.”
“Fiscal Q1 2026 year-over-year results significantly improved and indicate path to upside ahead.”
Ingles’ 4% EBITDA growth over a 10-year period, on a 41% increase in net sales, cannot be considered strong financial performance in any scenario. Over the past three years, including the period prior to Hurricane Helene, the Company shrunk its earnings and sales and underperformed peers on same store sales growth, operating margin, return on equity and dividend growth.
The Company’s Q1 2026 results were up against two years of negative comparisons. Compared to two years ago (Q1 2024 – unaffected by Hurricane Helene), Ingles’ sales are lower by 7.3% and EBIT is lower by 35%. These are hardly results to give investors comfort in the upside ahead.
“Our total shareholder return substantially exceeds relevant index and peer benchmarks.”
Ingles conveniently excluded Sprouts Farmers Markets, Inc.’s (“Sprouts”) performance from its April 8th presentation, despite including Sprouts as a peer and “principal competitor” in its 2026 proxy statement filed on April 1st and in every Form 10-K since 2016.
“Summer Road’s capital allocation suggestions would be value destructive.”
According to the Company, capital return is OK as long as it solely benefits the Class B shareholders (i.e., the Ingle family). In Fiscal 2021, Ingles repurchased $80 million of stock only from the Class B shareholders. No Class A stock has ever been repurchased. While Class A distributions have been largely stagnant for 10 years, Chairman Ingle has effectively increased his own dividend (the Class B distribution) through compensation.
At no point during our three-plus years of ownership has management or the Board ever engaged with us about any of our ideas. We therefore find it odd that they purport to know what Mr. Held would advise once in the boardroom and how they can insist his suggestions would be value-destructive.
“Owned real estate is an important component of long-term growth.”
Ingles’ store base has not grown and sales from new stores has been a negative contributor over the past 10 years. The Company has not opened a new store in more than four years and many properties sit fallow. We agree that Ingles has valuable real estate – but why has leadership not done anything with its assets?
Summer Road’s analysis of Ingles’ owned real estate – which we shared with the Company in 2023 but received no response – is based on county records, since Ingles has disclosed extremely limited information.
***
If you have questions about how to elect Summer Road’s independent nominee, Rory A. Held, to the Ingles Board using the GOLD universal proxy card, please contact:
Saratoga Proxy Consulting LLC
520 8th Avenue, 14th Floor New York, NY 10018
Shareholders Call Toll-Free: (888) 368-0379
info@saratogaproxy.com
***
About Summer Road LLC
Summer Road LLC is a family office which invests across a diverse range of strategies and asset classes.
_________________________
1 Statements made in the Company’s April 8, 2026 investor presentation.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260409032545/en/
For Investors:
Saratoga Proxy Consulting LLC
John Ferguson, (212) 257-1311
jferguson@saratogaproxy.com
For Media:
Longacre Square Partners
summerroad@longacresquare.com
Original: Summer Road Responds to Ingles Markets’ Error-Filled and Deliberately Misleading Presentations
US Market News
3月前
Ingles Markets Issues Presentation Detailing Material Information Summer Road and Rory Held Have Failed to Disclose to Ingles Shareholders, Including Risks Illustrated by Their Prior Involvement at Peak ResortsApril 10, 2026 12:40 PM
Business Wire
Urges Shareholders to Vote “FOR” ONLY Ingles’ Two Highly Qualified Independent Director Candidates – Rebekah Lowe and Dwight Jacobs – on the WHITE Proxy Card
Ingles Markets, Incorporated (NASDAQ: IMKTA) today announced that it has issued a presentation in connection with its upcoming Annual Meeting of Shareholders (“Annual Meeting”) scheduled to be held on April 30, 2026. The presentation details material facts that Sacklers’ Summer Road LLC (“Summer Road”) and its nominee Rory Held have failed to disclose to Ingles shareholders, including risks illustrated by their prior involvement with Peak Resorts.
The full presentation, along with other important materials for Ingles shareholders, can be found here.
Highlights of the presentation issued today include:
Sacklers’ Summer Road and Rory Held Are Not Telling Ingles Shareholders the Full Truth About Their Involvement with Peak Resorts and the Damage They Caused
Through hundreds of entities and opaque SEC disclosures, members of the Sackler family hid their association with Summer Road when they invested in Peak Resorts — just as they have done at Ingles.
Summer Road and Rory Held never acknowledged they were associated with the Sacklers until Ingles publicly stated it.
Reputational, Governance and Financial Risks Are Created by Associating with the Sacklers
Sacklers’ Summer Road claims that “none of our portfolio companies have ever experienced reputational harm to their business due to our involvement.” However, public reporting, elected official commentary, community pushback and consumer boycotts at Peak Resorts tell a different story.
Summer Road’s own principals have testified to the critical business relationships lost and meaningful business risks associated with the Sacklers.
The Sacklers Appear to Have Received Preferential Treatment at Peak Resorts ?While Their Employee Rory Held Served on the Peak Resorts Board
Sacklers’ Summer Road investment in Peak Resorts was marred with transactions that appeared to have shown preferential treatment to the Sacklers — serving the Sacklers’ Summer Road’s interests at the expense of all other shareholders.
Summer Road’s Investment in Peak Resorts Was All About Short Term Gain? – Not Long-Term Stewardship
Sacklers’ Summer Road characterizes itself as a “long-term” investor, however, its 5.5-year average investment horizon is not long term in the grocery industry?.
Sacklers’ Summer Road pats itself on the back, citing profits from their investment in Peak Resorts as a reason Ingles’ shareholders should support them. However, Summer Road fails to disclose that these gains were seen as dirty money made on the misery of the people and communities that were harmed by the Sacklers’ Purdue Pharma.
Rory Held’s Experience is Inflated and His Record at Peak Resorts Shows He’s No Champion of Good Corporate Governance
Throughout their proxy materials, Summer Road and Rory Held attempt to position Rory Held as an “experienced” public company board member. However, Rory Held only has 32 months of public company board service.
Rory Held serves at the Sacklers’ direction. His director compensation at Peak Resorts was paid directly to Summer Road LLC, rather than to him personally.
Ingles urges all Ingles shareholders to protect their investment by voting “FOR” only the Company’s director candidates – Rebekah Lowe and Dwight Jacobs – on the WHITE proxy card. Only your latest-dated vote will count!
Ingles’ 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/20260409317451/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
Original: Ingles Markets Issues Presentation Detailing Material Information Summer Road and Rory Held Have Failed to Disclose to Ingles Shareholders, Including Risks Illustrated by Their Prior Involvement at Peak Resorts
US Market News
3月前
Ingles Markets Issues Presentation Detailing Material Information Summer Road and Rory Held Have Failed to Disclose to Ingles Shareholders, Including Risks Illustrated by Their Prior Involvement at Peak ResortsApril 10, 2026 8:39 AM
Business Wire
Urges Shareholders to Vote “FOR” ONLY Ingles’ Two Highly Qualified Independent Director Candidates – Rebekah Lowe and Dwight Jacobs – on the WHITE Proxy Card
Ingles Markets, Incorporated (NASDAQ: IMKTA) today announced that it has issued a presentation in connection with its upcoming Annual Meeting of Shareholders (“Annual Meeting”) scheduled to be held on April 30, 2026. The presentation details material facts that Sacklers’ Summer Road LLC (“Summer Road”) and its nominee Rory Held have failed to disclose to Ingles shareholders, including risks illustrated by their prior involvement with Peak Resorts.
The full presentation, along with other important materials for Ingles shareholders, can be found here.
Highlights of the presentation issued today include:
Sacklers’ Summer Road and Rory Held Are Not Telling Ingles Shareholders the Full Truth About Their Involvement with Peak Resorts and the Damage They Caused
Through hundreds of entities and opaque SEC disclosures, members of the Sackler family hid their association with Summer Road when they invested in Peak Resorts — just as they have done at Ingles.
Summer Road and Rory Held never acknowledged they were associated with the Sacklers until Ingles publicly stated it.
Reputational, Governance and Financial Risks Are Created by Associating with the Sacklers
Sacklers’ Summer Road claims that “none of our portfolio companies have ever experienced reputational harm to their business due to our involvement.” However, public reporting, elected official commentary, community pushback and consumer boycotts at Peak Resorts tell a different story.
Summer Road’s own principals have testified to the critical business relationships lost and meaningful business risks associated with the Sacklers.
The Sacklers Appear to Have Received Preferential Treatment at Peak Resorts ?While Their Employee Rory Held Served on the Peak Resorts Board
Sacklers’ Summer Road investment in Peak Resorts was marred with transactions that appeared to have shown preferential treatment to the Sacklers — serving the Sacklers’ Summer Road’s interests at the expense of all other shareholders.
Summer Road’s Investment in Peak Resorts Was All About Short Term Gain? – Not Long-Term Stewardship
Sacklers’ Summer Road characterizes itself as a “long-term” investor, however, its 5.5-year average investment horizon is not long term in the grocery industry?.
Sacklers’ Summer Road pats itself on the back, citing profits from their investment in Peak Resorts as a reason Ingles’ shareholders should support them. However, Summer Road fails to disclose that these gains were seen as dirty money made on the misery of the people and communities that were harmed by the Sacklers’ Purdue Pharma.
Rory Held’s Experience is Inflated and His Record at Peak Resorts Shows He’s No Champion of Good Corporate Governance
Throughout their proxy materials, Summer Road and Rory Held attempt to position Rory Held as an “experienced” public company board member. However, Rory Held only has 32 months of public company board service.
Rory Held serves at the Sacklers’ direction. His director compensation at Peak Resorts was paid directly to Summer Road LLC, rather than to him personally.
Ingles urges all Ingles shareholders to protect their investment by voting “FOR” only the Company’s director candidates – Rebekah Lowe and Dwight Jacobs – on the WHITE proxy card. Only your latest-dated vote will count!
Ingles’ 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/20260409317451/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
Original: Ingles Markets Issues Presentation Detailing Material Information Summer Road and Rory Held Have Failed to Disclose to Ingles Shareholders, Including Risks Illustrated by Their Prior Involvement at Peak Resorts
US Market News
3月前
Ingles Markets Issues Investor Presentation Highlighting Company’s Long Record of Value Creation, Disciplined Strategy and Risks Posed by Sacklers’ Summer RoadApril 8, 2026 6:16 PM
Business Wire
Urges Shareholders to Vote “FOR” ONLY Ingles’ Two Highly Qualified Independent Director Candidates on the WHITE Proxy Card
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
Original: Ingles Markets Issues Investor Presentation Highlighting Company’s Long Record of Value Creation, Disciplined Strategy and Risks Posed by Sacklers’ Summer Road
US Market News
3月前
Ingles Markets Issues Investor Presentation Highlighting Company’s Long Record of Value Creation, Disciplined Strategy and Risks Posed by Sacklers’ Summer RoadApril 8, 2026 5:29 PM
Business Wire
Urges Shareholders to Vote “FOR” ONLY Ingles’ Two Highly Qualified Independent Director Candidates on the WHITE Proxy Card
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
Original: Ingles Markets Issues Investor Presentation Highlighting Company’s Long Record of Value Creation, Disciplined Strategy and Risks Posed by Sacklers’ Summer Road
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