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Ingles Sets the Record Straight on Summer Road's Flawed Real Estate Claims

MWN-AI** Summary

Ingles Markets, Incorporated has issued a robust rebuttal to misleading claims made by Summer Road LLC regarding its real estate portfolio. In a statement released on April 6, 2026, Ingles asserts that Summer Road misrepresents the nature and value of its real estate assets. The controversy arises as Summer Road attempts to nominate Rory Held from the Sackler family to the Ingles Board of Directors, promoting strategies they assert could enhance value but are fundamentally flawed.

Ingles clarifies that the 29 undeveloped parcels cited by Summer Road are inaccurately characterized as "grocery-anchored mall sites." Contrary to Summer Road's claims, 17 of these parcels are earmarked for future development including new grocery stores, while 12 are intended for sale or lease. Ingles also strongly disputes Summer Road's assertion regarding the ownership of 1,800 acres of excess land, stating the actual figure is significantly less and the claimed valuation lacks merit.

Moreover, Ingles emphasizes the importance of maintaining its integrated real estate strategy, arguing that a proposal to separate its operations into distinct entities (an "OpCo" for grocery operations and a "PropCo" for real estate) would harm the company's long-term prospects. Such a split, according to Ingles, would disrupt current operational efficiencies and negatively affect profitability, as rent obligations could jeopardize employee compensation structures and overall performance.

In conclusion, Ingles urges shareholders to support their board nominees, Rebekah Lowe and Dwight Jacobs, instead of Summer Road's agenda, asserting that preserving the company's strategic direction is vital for long-term value creation and sustainable growth. Shareholders are encouraged to vote "FOR" the WHITE proxy card.

MWN-AI** Analysis

Ingles Markets has recently defended its real estate strategy against claims made by Summer Road LLC, emphasizing the importance of its owned assets in driving long-term value. As an analyst, this scenario presents a clear opportunity for investors to consider the implications of corporate governance and strategic decision-making.

Ingles' rebuttal highlights that Summer Road's claims about its undeveloped real estate are fundamentally flawed. The distinction made by Ingles about the strategic potential of these properties illustrates the value inherent in keeping its real estate portfolio intact for future growth. With the market often reacting to perceptions of management effectiveness, the emphasis on strategic asset ownership can bolster investor confidence.

Key advice for investors in Ingles or those contemplating entry is to focus on the implications of the ongoing board election. The proxy statement advocates for voting for the incumbent directors, Rebekah Lowe and Dwight Jacobs, who are characterized as committed to long-term sustainable growth. This governance aspect is crucial as it underlines stability and experience, vital factors as Ingles navigates market challenges, especially in the face of misleading external claims that could impact its reputation and stock price.

Moreover, the potential value destruction associated with implementing Summer Road's proposed split into an "OpCo" and "PropCo" reaffirms the importance of experienced leadership. Such a strategy could dilute the operational efficiency of Ingles and drastically alter its financial landscape, underscoring the critical nature of the board's decision-making.

Investors should remain vigilant and weigh their support in light of these unfolding events. A "FOR" vote on the WHITE proxy card aligns with a strategy focused on sustained growth, reinforcing confidence in management that prioritizes long-term value creation over short-term gains. This could be a pivotal moment for Ingles, hence, careful deliberation and informed voting are essential.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: 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 misleading claims made by Summer Road LLC in its presentation published April 6, 2026 regarding Ingles’ real estate portfolio:

Summer Road has a fundamentally flawed understanding of Ingles’ real estate portfolio. Further, the strategy it is proposing in connection with its attempt to nominate Sackler representative Rory Held to the Ingles Board of Directors is based on incorrect assumptions and is potentially value destructive. For grocers broadly, owned real estate is one of the most important drivers of long-term value. For Ingles in particular, strategic ownership of assets provides competitive value creation advantages, including operational control and growth opportunities.

Here are the facts:

Summer Road’s Claim

The Reality

Ingles owns 29 undeveloped grocery-anchored mall sites sitting fallow and in disrepair.

The 29 undeveloped parcels are NOT “grocery-anchored mall sites” as Summer Road wrongly suggests:

  • 17 of the parcels are designated for potential future development, including the development of Ingles’ grocery stores.
  • The remaining 12 parcels are designated for sale, ground lease, or build-to-suit development, with 8 of these parcels being less than 5.5 acres (including one parcel that is less than 0.27 acres).

Ingles owns 1,800 acres that are not used in its grocery or real estate rental businesses. County tax assessors appraise the value of this excess land at approximately $466 million or $24.00 per Ingles share.

  • This is a wildly inaccurate assertion as the actual acreage is less than 1/3 of what Summer Road claims.
  • The book value of the 29 undeveloped sites is less than 5% of the total net PP&E on the balance sheet. To achieve Summer Road’s preposterous valuation of undeveloped real estate, one must employ their completely erroneous assertion that Ingles maintains 1,800 undeveloped acres of land that is unrelated to their grocery or real estate rental businesses. As noted earlier, this assertion is a complete fabrication that once again illustrates Summer Road’s total lack of understanding of Ingles’ real estate holdings.
  • Ingles regularly evaluates its real estate strategy and portfolio, and we would not want to sell all of our undeveloped land because it is strategically important to our long-term growth. That said, even if a portion were to be sold, we would need to consider tax implications, with a 1031 exchange being the prudent, value-preserving approach – something Summer Road neglects to consider in its proposals.

Separating Ingles into an operationally focused “OpCo” (Grocery Operations) and a “PropCo” (Grocery-Anchored Real Estate Company) would likely result in a material re-rating of the Company’s valuation, optimize the capital structure of both entities, and potentially catalyze strategic interest from larger regional or national grocers.

  • Separating Ingles into a standalone “OpCo” and a “PropCo” is essentially a sale-leaseback strategy – an approach we believe would be value destructive to Ingles.
    • Summer Road’s misleading calculations move income from Ingles to “PropCo” without any benefit overall and to the detriment of Ingles’ operations.
    • Summer Road’s proforma results do not account for related expenses or income taxes.
    • To cover the additional rent expense of ~$73 million, and removal of third party rent of ~$31 million from Ingles, Ingles’ sales would have to double, assuming a 2% profit margin.
  • Beyond impacting the bottom line, part of Ingles’ store management compensation program is related to operational performance. Charging rent to every store would wipe away profitability and compensation that our valued employees benefit from. As a result, Ingles would lose talented store management without an incremental increase in base compensation – this could impact the customer experience by removing the incentives that drive store-level management’s top performance.

At this pivotal moment for Ingles, shareholders face a clear choice between strengthening the Board with independent highly qualified director candidates, who are committed to long-term value creation – OR – risking reputational harm and potential value destruction driven by a Sackler-affiliated agenda that we believe prioritizes short-term financial gain over sustainable growth.

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260416204540/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

FAQ**

How does Ingles Markets Incorporated Class A Common Stock IMKTA plan to address the alleged inaccuracies in Summer Road LLC's claims about its real estate portfolio and what specific actions are being taken to clarify these misunderstandings to shareholders?
Ingles Markets Incorporated plans to publicly address the alleged inaccuracies in Summer Road LLC's claims regarding its real estate portfolio by releasing a detailed statement outlining the facts, engaging with shareholders directly through meetings, and providing clarifying documentation.
Given that owned real estate is crucial for long-term value, how does Ingles Markets Incorporated Class A Common Stock IMKTA plan to leverage its real estate strategy to continue creating competitive advantages in the grocery industry moving forward?
Ingles Markets Incorporated plans to leverage its real estate strategy by strategically acquiring and developing prime locations for new stores, optimizing existing properties, and enhancing customer experience to drive foot traffic and maintain a competitive edge in the grocery industry.
What are the potential implications for Ingles Markets Incorporated Class A Common Stock IMKTA's operational and financial performance if shareholders vote against the proposed director candidates and instead support a plan that involves separating the grocery operations and real estate?
If shareholders vote against the proposed director candidates and favor separating Ingles Markets' grocery operations from its real estate, it could lead to operational disruptions, potential declines in financial performance due to higher costs or restructuring challenges.
Could you explain how Ingles Markets Incorporated Class A Common Stock IMKTA intends to mitigate the risks associated with the financial and operational changes proposed by Summer Road LLC, especially concerning the projected impact on store profitability and employee compensation?
Ingles Markets plans to mitigate risks from Summer Road LLC's proposals by implementing strategic operational adjustments, enhancing employee engagement initiatives, and closely monitoring store profitability metrics to ensure sustained financial health while maintaining competitive compensation.

**MWN-AI FAQ is based on asking OpenAI questions about Ingles Markets Incorporated Class A Common Stock (NASDAQ: IMKTA).

Ingles Markets Incorporated Class A Common Stock

NASDAQ: IMKTA

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