Ingles Markets, Incorporated · NASDAQ:IMKTA
Ingles Markets — Proxy Contest (April 2026)
62 slides from Ingles Markets's proxy contest presentation, Apr 20, 2026
Slide 1: Leading Southeastern Supermarket Chain Well Positioned for Significant, Sustainable Value Creation
Leading Southeastern Supermarket Chain Well Positioned for Significant,Sustainable Value Creation April 8, 2026
Slide 2: Forward-Looking Statements and Additional Information
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 underlyi
Slide 3: Executive Summary (1)
Executive Summary (1) 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 Owned real estate is an important component of long-term growth The grocery industry requires lo
Slide 4: Executive Summary (2)
Executive Summary (2) We tried repeatedly to reach a constructive resolution to avoid this proxy contest Ingles’ director candidates have the experience and independence to foster accountability, oversee execution to create value We believe any Sackler-employed representative on the Ingles Board wou
Slide 5: Executive Summary (3)
Executive Summary (3) The claims made by Sacklers’ Summer Road are flawed and misleading. Contrary to those claims: It is apparent that Sacklers’ Summer Road and Rory Held do not understand the grocery industry or Ingles Ingles’ shareholder returns have consistently and significantly outperformed re
Slide 6: Ingles is a leading regional grocer with strong community relationships
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
Slide 7: The Grocery Industry Requires Long-Term Focus and Investment
The Grocery Industry Requires Long-Term Focus and Investment Day-to-Day Operations Are Just One Driver of Success MERCHANDISE AND PRIVATE LABEL STRATEGY Developing store brands takes years of planning, sourcing and brand building. Merchandise mix is continuously evolving to meet changing consumer ne
Slide 8: Ingles Markets 60+ Years of Market Leadership
Ingles Markets 60+ Years of Market Leadership Experienced Management Team. Vertically Integrated. Small Town Values, Friendly Service, High Quality, Variety and Low Prices Approx figures as of year-end FY2025 experienced and stable leadership team with decades of combined grocery experience owned an
Slide 9: Our Associates and Customers Are Friends. Our Communities Are Home
Our Associates and Customers Are Friends. Our Communities Are Home The Assembly, “A Homegrown Grocery Giant Stumbles After Helene,” Oct 8, 2024 Without Ingles, thousands of men, women and children in need would have gone without food. In big and small ways, Ingles has supported MANNA FoodBank, enabl
Slide 10: Record of Strong Financial Performance Over the Long-Term
Quarterly Dividend Paid for 164 Consecutive Quarters Over 41 years Record of Strong Financial Performance Over the Long-Term… Sustainable Value Creation for Shareholders 10-Year1 192% TSR2 $291 value per share if $100 invested 10 years ago2 41% increase in net sales 42% increase in same store sales
Slide 11: Shareholder Returns that Exceed Relevant Benchmarks
…With Shareholder Returns that Exceed Relevant Benchmarks Sustainable Value Creation for Shareholders TOTAL SHAREHOLDER RETURNS1 YTD 1-Year 3-Year 5-Year 10-Year Ingles Markets 28.05% 39.20% 2.91%2(Hurricane Helene period – ’24, ‘25) 44.55% 191.91% S&P SmallCap 600 1.42% 16.10% 35.79% 21.02% 159.87%
Slide 12: COVID and Hurricane Helene Challenges
COVID (2020-2021) Tight labor market, increased employee attrition, drove wage inflation, increasing operating costs amid heightened competition for talent Category mix shifted to lower-margin, center-store staples, further pressuring gross margins Demand normalized as consumers shifted spend to res
Slide 13: Yet, Ingles is Resilient: Fiscal Q1 2026 Results
…Yet, Ingles is Resilient, and Those Challenges Are Now Behind Us Fiscal Q1 2026 Year-Over-Year Results Significantly Improved and Indicate Path to Upside Ahead ~$55M-$65M revenue lost during the first three-week period of FY2025 due to ongoing Hurricane Helene impact 13 6.6% increase in net sales t
Slide 14: "One-Stop" Store Strategy with Vertically Integrated Operations
“One-Stop” Store Strategy with Vertically Integrated Operations Drive Traffic, Sales, Margins As of year-end FY2025. Image is graphically designed; it is not intended to show revenue dollar mix 14 $5.3BNet Sales1 Each Touch Point Drives Sales. Together, They Create Synergies That Drive Repeat Trips
Slide 15: Investments in Stores and Value Drive Traffic, Sales and Margins
Investments in Stores and Value Drive Traffic, Sales and Margins 15 PRODUCT VARIETY Ready-to-eat options, home meal replacements (e.g. made to order pizza, sushi) — leaning into fresh, healthy convenience at scale Fresh deli, bakery, meat departments, staples High-quality private label lines — Harve
Slide 16: $120M to $160M of Capital Investments 2025-2026
$120M to $160M of Capital Investments 2025-2026 to SupportProfitable Growth and Operating Efficiencies 16 Deploying New Technology Expanding electronic coupons, electronic payment options, e-commerce options Remodeling Stores Up to 6 store remodels planned, making them more navigable through improve
Slide 17: Owned real estate is an important component of long-term growth
Owned real estate is an important component of long-term growth 17
Slide 18: Overview of Ingles' Real Estate Portfolio
174 of 197 stores on owned property, either in free-standing stores or as anchor tenant in Company-owned shopping center Warehouse and distribution center Milk processing and packaging facility Overview of Ingles’ Real Estate Portfolio Strategic ownership of quality assets — operational control, gro
Slide 19: Owned Real Estate Provides Multiple Advantages
Owned Real Estate Provides Multiple Advantages 19 Strategic Control Control over shopping center conditions Control over co-tenants Growth opportunities Stronger Balance Sheet Hard assets = collateral, leading to cheaper debt, better credit ratings, higher enterprise value Operational Flexibility Fr
Slide 20: Ingles' Undeveloped Sites Have Multiple Avenues of Potential Value Creation
Like Ingles’ Real Estate Portfolio Overall, Ingles’ 29 Undeveloped Sites Have Multiple Avenues of Potential Value Creation 17 sites are designated for future development Sackler’s Summer Road misrepresents how many acres of “excess” land Ingles owns. Summer Road’s claim that Ingles has “1,800 acres
Slide 21: Ingles' two new highly-qualified director candidates
Ingles’ two new highly-qualified director candidates have the experience and independence to foster accountability, oversee execution and drive value creation
Slide 22: Process Designed to Identify Highly-Qualified, Independent Candidates
Process Designed to Identify Highly-Qualified, Independent Candidates with “Fit for Purpose” Experience Robust process with numerous director candidates considered Ingles determined that Ms. Lowe and Mr. Jacobs were the right director candidates for Ingles’ Board Connection via HomeTrust Bancshares
Slide 23: Independent Director Candidates Have Experience Needed
Ingles’ Independent Director Candidates Have Experience Needed to Foster Accountability, Oversee Execution and Drive Value Creation REBEKAH LOWE DWIGHT JACOBS 20+ year career at Duke Energy (a Fortune 150 company) Oversaw a $16B supply chain and procurement function, where he increased profitability
Slide 24: Any Sackler employed representative would be bad for Ingles
We believe that any Sackler employed representative on the Ingles Board would be bad for Ingles, its shareholders, associates, customers and communities that we serve
Slide 25: Summer Road is not being transparent with you
Summer Road and Rory Held claim they want “transparency.” Yet Summer Road is not being transparent with you Summer Road is not an “investment fund” It is an investment vehicle for members of the notorious Sackler family and controlled by David Sackler – the owners of Purdue Pharma who contributed su
Slide 26: Any Association with the Sackler Family Would Lead to Value Destruction
We Believe Any Association with the Sackler Family Would Lead to Value Destruction for Ingles THE SACKLER FAMILY: Made up to $13B by pushing their company’s OxyContin drug with misleading statements about its risk of addiction Cited by law enforcement in all 50 states for their role in destroying hu
Slide 27: The Devastation that the Sacklers and Opioids Inflicted on Our Communities
The Devastation that the Sacklers and Opioids Inflicted on Our Communities is Recognized, Remembered and Reviled “Of course, the Sackler family, which owns Purdue, has largely avoided any real pain from their role in addicting America, and that’s a national disgrace.” —Asheville Citizen Times “Purdu
Slide 28: Ingles Depends on the Loyalty of Our Customers
As a Community-based Grocery Store, Ingles Depends on the Loyalty of Our Customers As of year-end FY2025. Image is graphically designed; it is not intended to show revenue dollar mix INGLES TODAY $5.3BNet Sales1 LOST GROCERY SALES… $XX?...Net Sales …LOST PHARMACY SALES… …$X?…Net Sales …LOST FUEL SAL
Slide 29: The Threat of a Boycott is Real
Experience Shows — the Threat of a Boycott is Real if Sackler Employee Rory Held is Elected Source: U.S. Bankruptcy Court, Southern District of New York, Memorandum of Decision, Aug 9, 2021 Source: Teton Gravity Research, Boycott any of the Peak “resorts,” Apr 2019 EVEN SUMMER ROAD’S GENERAL COUNSEL
Slide 30: Rory Held's Experience is Dominated by Investment Firms
Rory Held’s Experience is Dominated by His Work at Investment Firms — There is Little Evidence of His Claimed Experience and He Does Not Have Experience Shaping Strategy for Complex Organizations or Leading Companies Capital Allocation M&A Capital Markets Commercial Real Estate Finance / Accounting
Slide 31: Summer Road's claims are flawed and misleading
Sacklers’ Summer Road’s claims are flawed and misleading
Slide 32: Ingles Shareholder Returns Have Outperformed Relevant Benchmarks
32 Fact: Ingles Shareholder Returns Have Consistently and Significantly Outperformed RELEVANT Benchmarks SUMMER ROAD CLAIM: “Lagging shareholder returns” FACT: Summer Road’s benchmarks are not relevant comparison Ingles is a small cap company; not in S&P 500 Weis Markets is one of the few regional r
Slide 33: Financial Performance Trends Are In Line With Industry Trends
Fact: Ingles’ Financial Performance Trends Are In Line With Industry Trends. Sacklers’ Summer Road Ignores COVID Impact for the Entire Grocery Sector… SUMMER ROAD CLAIM: “Business fundamentals have materially declined over the past five years” FACT: Sacklers’ Summer Road conveniently ignores COVID i
Slide 34: Ingles Has Outperformed Peers on Core Grocer Metrics
Fact: …Ingles Has Outperformed Peers on Substantially AllCore Grocer Metrics SUMMER ROAD CLAIM: “Business fundamentals have materially declined over the past five years” FACT: Sacklers’ Summer Road is misleading shareholders. Ingles’ performance is better than peers on core grocer metrics 34 FactSet
Slide 35: Ingles' 2025 ROIC Is Well Within Industry Average
Fact: Ingles’ 2025 ROIC Is Well Within Industry Average – and Well Above on a Longer-Term Horizon. Sacklers’ Summer Road’s Calculation of ROIC is Wrong SUMMER ROAD CLAIM: “deployed $1.5 billion in capital expenditures… ROIC of approximately 0.2% on ten years of reinvestment” FACT: CAPEX is not an ac
Slide 36: Summer Road's Capital Return Claim Is a Road to Ruin
Winn-Dixie parent Southeastern Grocers is filing for bankruptcy “The question is, will Lone Star invest enough money to make Southeastern competitive?” SUMMER ROAD CLAIM: “aggressive return of capital to shareholders likely represents the highest-return opportunity” Referring to Ingles’ real estate,
Slide 37: The Ingle Family Has Been the Largest Shareholder for 60 Years
37 SUMMER ROAD CLAIM: Sacklers’ Summer Road is a “long-term, significant shareholder” FACT: The Ingle family has been the Company’s largest shareholder for 60 years The Ingle family is the Company’s largest shareholder owning 23% of Ingles’ outstanding shares Fact: Ingles’ Board Includes Representat
Slide 38: Rory Held's Service on Peak Resorts Board
RORY HELD’S SERVICE ON PEAK RESORTS BOARD MARKED BY CONTROVERSY AND CLAIMS OF SACKLER SELF-INTEREST Following agreement to sell Peak Resorts to Vail Resorts, a lawsuit was filed to stop the acquisition. Among other claims: Peak’s board of directors will be “the primary beneficiaries of the proposed
Slide 39: Rory Held is Beholden to the Sacklers
SUMMER ROAD CLAIM: Rory Held “is truly independent and aligned with all Class A shareholders” He is “an experienced Board member” FACT: Rory Held is a Sackler employee and history shows he looks out for the Sacklers’ interests We believe Ingles’ shareholders should question why the Sacklers’ self-in
Slide 40: Ingles' Governance Advances Long-Term Focus
Fact: Ingles’ Governance Advances Long-Term Focus and Our Corporate Mission, Preserves Community Connections Nasdaq qualified ‘controlled company’ provides exemption from certain governance provisions, allows for Board and leadership team to focus on long-term strategic growth initiatives Dual-class
Slide 41: Ingles' Compensation is Market Aligned
Fact: Ingles’ Compensation is Market Aligned, Recognizes Contributions and Incentivizes Continued Performance Chairman Ingles’ compensation was designed to align pay with market benchmarks Pay levels recognize Chairman’s active engagement and significant day-to-day contributions in overseeing the bu
Slide 42: The Sackler Reputation Has Caused Harm to Public Companies
Grocery is a SUMMER ROAD CLAIM: “none of our portfolio companies have ever experienced reputational harm” FACT: Sacklers’ Summer Road’s claim is simply not true Summer Road’s own General Counsel has testified — under oath — to the harm caused to a company as result of the Sackler association AND thi
Slide 43: Summer Road and Rory Held do not understand the grocery industry
It is apparent that Sacklers’ Summer Road and Rory Held do not understand the grocery industry or Ingles
Slide 44: Summer Road's Assertions Regarding Ingles' Owned Properties
The 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 44 SUMMER ROAD CLAIM: Ingles “Owns 84% of its store locations – highest ownership rate
Slide 45: Summer Road's Real Estate Suggestions Would Be Value Destructive
Sacklers’ Summer Road’s Real Estate Suggestions Would Be Value Destructive for Ingles 45 The grocery industry has primarily two real estate models: Mostly lease Mostly own The grocers adopting each model have very different characteristics Sacklers’ Summer Road/Rory Held are applying the wrong model
Slide 46: Summer Road's Capital Allocation Suggestions Would Be Value Destructive
Sacklers’ Summer Road’s Capital Allocation Suggestions Would Be Value Destructive for Ingles Investments in stores and operations must be made on an ongoing basis to stay competitive Strong balance sheets lower interest costs and provide foundation to realize benefits from owned real estate (see sli
Slide 47: Summer Road Does Not Understand Ingles' Most Relevant Peer Groups
SUMMER ROAD CLAIM: Sacklers’ Summer Road and Rory Held Do Not Understand Ingles’ Most Relevant Peer Groups 47 When compared to actual peers, Ingles’ TSR outperforms peers (see slide 11) Index Ingles is a small cap company. It is not part of the S&P 500 and does not have those companies’ characterist
Slide 48: Ingles' Nominees Will Ensure Enduring Shareholder Value
Ingles’ Nominees Will Ensure That Ingles Is Able to Continue Creating Enduring Shareholder Value 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 Owned real estate is
Slide 49: Protect Your Investment: Vote FOR on the WHITE proxy card
Protect Your Investment 49 The Ingles Board unanimously recommends that shareholders vote “FOR” only the Company’s director candidates — Rebekah Lowe and Dwight Jacobs — on the WHITE proxy card TODAY
Slide 50: Appendix
Appendix
Slide 51: Non-GAAP Measures Reconciliation to GAAP
Non-GAAP Measures Reconciliation to GAAP (unaudited) As used in this presentation, we believe that EBITDA, a non-GAAP financial measure, is useful in evaluating our performance because it eliminates interest, taxes, depreciation and amortization expense, which are not necessarily indicators of our o
Slide 52: Summer Road and Rory Held Are Not Telling Ingles Shareholders the Truth
The Sacklers’ Summer Road and Rory Held Are Not Telling Ingles Shareholders the Truth About Their Involvement with Peak Resorts and the Damage They Caused Material Information Is Being Hidden from Ingles Shareholders
Slide 53: What Summer Road Fails to Disclose: Controlled by Sacklers
What Sacklers’ Summer Road Fails to Disclose to Ingles Shareholders Summer Road Works Very Hard to Hide that it is Controlled by Sacklers 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 —
Slide 54: Reputational, Governance, Financial Risks of Associating with the Sacklers
What Sacklers’ Summer Road Fails to Disclose to Ingles Shareholders Reputational, Governance, Financial Risks Are Created By Associating with the Sacklers… 1. Deerfield Valley News, Peak Resorts’ largest investor has ties to opioid manufacturer, 4/4/2019 2. The Boston Globe, The Sackler family’s inv
Slide 55: Summer Road's Own Principals Have Testified to Lost Business Relationships
What Sacklers’ Summer Road Fails to Disclose to Ingles Shareholders …Summer Road’s Own Principals Have Testified to the Critical Business Relationships Lost and Meaningful Business Risks Associated with the Sacklers Source: U.S. Bankruptcy Court, Southern District of New York, Memorandum of Decision
Slide 56: Sacklers Received Preferential Treatment at Peak Resorts
What Sacklers’ Summer Road Fails to Disclose to Ingles Shareholders 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
Slide 57: Investment in Peak Resorts Made with Money Not Honestly Earned
What Sacklers’ Summer Road Fails to Disclose to Ingles Shareholders Summer Road’s Investment in Peak Resorts Was Made with Money that was Not Honestly Earned Sources: Deerfield Valley News, Peak Resorts’ largest investor has ties to opioid manufacturer, 4/4/2019 Bloomberg, How the Sackler Family Shi
Slide 58: Summer Road Viewed as a "Take the Money and Run" Investor
What Sacklers’ Summer Road Fails to Disclose to Ingles Shareholders Sacklers’ Summer Road is Viewed as a “Take the Money and Run” Investor Source: The Washington Post, Purdue Pharma family profits from sale of ski resorts in regions plagued by opioid addiction, 9/29/2019 Sacklers’ Summer Road charac
Slide 59: Rory Held's Experience is Inflated
What Sacklers’ Summer Road Fails to Disclose to Ingles Shareholders Rory Held’s Experience is Inflated and His Record at Peak Resorts Shows He’s No Champion of Good Corporate Governance Rory Held appointed to Peak Resorts Board in November 2016; Peak Resorts announced sale to Vail Resorts July 2019
Slide 60: Summer Road Insisted Upon a Controlling Shareholder Governance Structure
What Sacklers’ Summer Road Fails to Disclose to Ingles Shareholders Sacklers’ Summer Road Insisted Upon a Controlling Shareholder Governance Structure at Peak Resorts Related Party Transactions — excerpt from ISS’s 2017 Voting Recommendation1 Related Party Transactions — excerpt from ISS’s 2018 Voti
Slide 61: Summer Road is Bad for Ingles: Protect Your Investment
Sacklers’ Summer Road is Bad for Ingles, Bad for the Communities We Serve, Bad for Shareholders, Bad for Associates and Bad for Customers Protect Your Investment The Ingles Board unanimously recommends that shareholders vote “FOR” only the Company’s director candidates — Rebekah Lowe and Dwight Jaco
Slide 62: Forward-Looking Statements and Additional Information
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 underlyi