Additional Proxy Soliciting Materials (Form DEFA14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

Check the appropriate box:

On April 1, 2026, Ingles Markets, Incorporated, a North Carolina corporation, issued a press release, a copy of which immediately follows this page, and commenced mailing a letter to shareholders, a copy of which immediately follows such press release.

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.

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.

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Ingles Markets is demonstrating resilience, discipline and long-term focus reflected in its improved first quarter fiscal 2026 results: These results included year-over-year net sales growth, increased same store sales, expanded gross profit, nearly doubled net income, increased EBITDA and a strong balance sheet.

•	The Company is executing a long-term strategy that is delivering significant shareholder returns: Ingles' total shareholder returns have outperformed grocery peers and exceeded relevant benchmarks across 1-, 5- and 10-year periods.

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The Company is investing for the future to deliver sustained value creation: Ingles' strong financial footing is a key competitive advantage, enabling a long record of capital returns as well as investments that position Ingles for future profitable growth - investments in technology, stores, equipment and real estate.

•	The Board has nominated two highly qualified, independent directors with relevant experience to advance Ingles' strategy: Dwight Jacobs and Rebekah Lowe bring complementary operational, financial, real estate and human capital expertise aligned with Ingles' strategy and all shareholders' interests.

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We believe members of the Sackler family and their representative, Rory Held, are NOT right for Ingles and that any association with them would lead to value destruction for Ingles: The Sacklers' Purdue Pharma and its OxyContin drug contributed substantially to the devastating harm caused by opioids in Ingles' communities. We believe that electing the Sacklers' representative, Rory Held, to the Company's Board would undermine the trust communities and customers have in Ingles, reduce sales and compromise our future.

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Based on Rory Held's communications to Ingles, we do not believe Summer Road is interested in long-term value creation: In our view, their narrow and short-sighted financial playbook is not the best way to deliver significant, enduring value for Ingles or our stakeholders, including our shareholders, associates, customers and communities.

1 As of Mar 27, 2026

•	Net sales increased 6.6% ($84.9 million) to $1.37 billion2;

•	Same store sales increased 6.2%2;

•	Gross profit expanded to 24.4% of net sales;

•	Net income nearly doubled, increasing to $28.1 million;

•	EBITDA3 increased ~25.1%; and

•	Ingles' balance sheet remained strong, supported by a prudent leverage ratio and a real estate asset portfolio that underpins it.

				Total Shareholder Returns6
				1-Year			3-Year			5-Year			10-Year
	Ingles Markets			39.2%			2.9%			44.5%			191.9%
	S&P SmallCap 600			25.6%			40.7%			29.9%			168.0%

2 Ingles estimates that approximately $55 million to $65 million of revenue was lost during the first three-week period of fiscal year 2025 due to ongoing impacts from Hurricane Helene

3 See non-GAAP reconciliation

4 "S&P SmallCap 600 Index (USD) Factsheet"

5 "S&P Dow Jones Indices Announces Update to S&P Composite 1500 Market Cap Guidelines"

6 Calculated as of market close on Mar 27, 2026

•	Installing new technology to further improve the shopping experience and deepen tracking and analytics capabilities. For example, expanding electronic coupons, electronic payment options, and e-commerce options;

•	Remodeling up to 6 stores to make them more navigable and enjoyable through product layout, store design, and aisle size expansion;

•	Upgrading equipment across stores and the warehouse, purchasing rolling stock, and enhancing the milk processing plant, all of which contribute to more efficient operations;

•	Re-opening three stores that are temporarily closed due to Hurricane Helene; and

•	Opening a new store, which is on track for late spring 2026.

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During his 20+ year career at Duke Energy (a Fortune 150 company), he oversaw a $16 billion supply chain and procurement function, where he increased profitability and generated $4 billion in cost savings through vendor optimization, use of data and technology, and enterprise-wide efficiency initiatives.

•	Dwight has a strong track record instilling financial rigor into company performance and building operating resiliency in his roles as a public company Chief Accounting Officer, Head of FP&A, and Chief Risk Officer.

•	As Duke's Senior Vice President, Supply Chain, Real Estate and Chief Procurement Officer, he oversaw the Company's real estate portfolio, including strategic planning, acquisitions and leasing, transactions and development, and facilities management.

•	Dwight offers meaningful M&A and integration experience, having played a key role in $7 billion of asset purchases at a Duke predecessor.

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Underscoring the respect he has earned from both public and private companies, Dwight was chosen as an operating advisor to Kohlberg & Co and has been elected to both private and public company boards of directors, including currently serving on the HomeTrust Bancshares board, where he serves on the Audit and Asset/Liability Committees.

•	Dwight was an audit and business advisory partner at Arthur Andersen prior to joining Duke Energy.

7 Except 1984 when a stock dividend was paid

Rebekah Lowe brings 25+ years of experience leading large, customer-focused operations and guiding organizations for growth - experience that is highly applicable to Ingles Markets as a growing grocery company where human capital management and trusted customer relationships matter.

We Believe Members of the Sackler Family and Their Representative Are NOT Right for

Ingles and that Any Association with Them Would Lead to Value Destruction for Your

Company

Rory Held has been nominated for election to the Board by an investment entity controlled by Summer Road. Summer Road is the family investment office for members of the Sackler family, and the investment office is controlled by David Sackler. As a representative of the notorious Sackler family, we believe that Rory Held's presence on the Board would be harmful to Ingles and all of our stakeholders, including Ingles' shareholders, resulting in the potential for:

DIMINISHED CUSTOMER LOYALTY LEADING TO LOST GROCERY SALES: The Sacklers' Purdue Pharma and its OxyContin drug contributed substantially to the devastating harm caused by opioids in Ingles' communities. We believe that electing the Sackler Representative to the Company's Board would undermine our customers' trust and potentially reduce the Company's grocery sales.

It is widely acknowledged that the Sacklers' false and misleading marketing of OxyContin destroyed families across the South, which had among the highest rates of opioid overdose deaths in the country. As a community-based grocery store, Ingles depends on the loyalty of our customers. We believe customers may choose to shop anywhere else but at a store whose Board includes a Sackler Representative - particularly if they have experienced the loss of a family member or friend due to the addiction caused by the Sacklers' OxyContin.

LOST PHARMACY SALES: Pharmacy sales represent a material portion of the Company's revenue and would also be at risk. Ingles' 112 pharmacies drive customer traffic, increase overall store visits, and boost transaction values as pharmacy customers often also purchase groceries and other items while in our stores. We believe that any Sackler Representative on the Ingles Board could impair future sales from Ingles' pharmacy business.

LOST FUEL SALES: Less traffic in our stores and pharmacies risks lower fuel sales as well. Ingles' revenue mix has been thoughtfully curated to create a full service, one-stop appeal to customers. The Company's 106 fuel stations, like our pharmacies, contribute materially to revenue and to Ingles' strategy.

LOST LONG-TERM VALUE CREATION OPPORTUNITIES: Based on Rory Held's communications to Ingles, we do not believe Summer Road is interested in long-term value creation. Time and again, Rory Held, the Sackler Representative, has made it clear that transacting in the Company's real estate is a primary value lever. We do not believe this narrow and short-sighted financial playbook is the best path for delivering significant, enduring returns for Ingles' shareholders.

Protect Your Investment - Vote on the WHITE Proxy Card for ONLY Ingles' Two Director

Nominees, Dwight Jacobs and Rebekah Lowe

We are confident that Ingles has the strategy, leadership, and Board - including our two new, independent director candidates - to deliver strong performance and enhanced shareholder value creation.

Our conclusions regarding the Sacklers and Rory Held are equally definitive - the Sacklers lack the ethics and moral standards that have guided Ingles since its founding, and its representative, Rory Held, on the Ingles Board would be detrimental to your company.

We urge you to protect your investment by voting "FOR" only the Company's director candidates on the WHITE proxy card. Your vote "FOR" Ingles' two director candidates on the WHITE proxy card is important, no matter how many shares you own.

On behalf of the Ingles Board and the management team, thank you for your support.

Sincerely,

The Ingles Board of Directors

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.

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.

Contacts

Investor Contact

Pat Jackson, Chief Financial Officer

[email protected]

(828) 669-2941 (Ext. 223)

Media Contact

Eliza Rothstein / Zach Genirs

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

[email protected]