Summer Road Responds to Ingles Markets’ Presentations, Calling for Independent Class A Board Representation

Summer Road LLC (“Summer Road”), 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”), issued a statement in response to the Company’s April 8 and April 10 presentations.

Summer Road said its campaign is intended to secure “truly independent representation” for Class A shareholders on Ingles’ Board of Directors, citing concerns about transparency, capital allocation and governance. The firm urged shareholders to elect Rory A. Held, describing him as an Ingles shareholder unaffiliated with the current directors.

Summer Road also said it is focusing on “undeniable facts” rather than “inflammatory” narratives circulating in traditional and social media regarding Chairman Robert P. Ingle, II and the Company. The firm argued that shareholders should prioritize establishing an independent board voice to ask questions it says are necessary to improve returns and transparency.

Setting the Record Straight: 10 Key Facts the Company Got Wrong

1) Settlement efforts and the proxy contest

Summer Road said it tried “repeatedly” to reach a constructive resolution to avoid a proxy contest. It claimed Ingles’ legal counsel warned Summer Road’s legal counsel that if the matter proceeded to a proxy contest, Ingles would “distract from the merits” by attacking the Sackler family, which Summer Road said Ingles did through “misleading, inaccurate and inflammatory assertions.”

2) Allegations about a Sackler-employed representative

Summer Road said shareholders are voting to elect Mr. Held, whom it described as an investment professional who has never worked for Purdue Pharma. It said Mr. Held previously served on the board of Peak Resorts, Inc. (“Peak Resorts”) and that his perspective as a Class A owner would benefit Ingles. Summer Road said it expects similar outcomes for Ingles, its communities and stakeholders.

3) Claims of a boycott

Summer Road rejected the claim that a threat of a boycott would be “real” if Mr. Held were elected. It said there was no boycott at any Peak Resorts mountains during Mr. Held’s tenure or thereafter. Summer Road also noted that, on the date referenced in Ingles’ presentations, Mount Snow was closed for the ski season.

Summer Road cited outcomes during Mr. Held’s tenure at Peak Resorts, including reinstatement of the dividend, improved investor communication, successful acquisitions of multiple ski resorts, and a value-maximizing sale to a strategic acquirer, which it said represented a 120% share price increase from when Mr. Held joined the board.

4) Claims of hiding material information

Summer Road said it is “hiding nothing,” stating it has always described itself as a family office and that it is aligned with Class A shareholders. It said Ingles, by contrast, stopped holding quarterly earnings calls in 2016, discloses “the least amount of information” among peers, and does not report what it called the accurate picture of its real estate holdings.

5) SEC filings and disclosure of Ingles holdings

Summer Road said it has sent the Company position verification letters from its prime broker on multiple occasions dating back to the 2023 Annual Meeting. It said its approximately 3% holdings were publicly disclosed in its proxy statement filing as required by the SEC.

Summer Road also said Mr. Held personally owns more Ingles shares than all “independent” Board members combined, which it said better positions him to represent shareholders’ interests.

6) Director selection process

Summer Road disputed Ingles’ description of a “robust process” to identify independent candidates. It said the Board originally appointed L. Keith Collins, a former Ingles executive and Class B director, as a Class A director. It then said Ingles did not use an independent search firm to identify and recruit the new Class A director representatives, Rebekah Lowe and Dwight Jacobs.

Summer Road said it was recommended by an incumbent director that Rebekah Lowe be selected, and that Ms. Lowe recommended Dwight Jacobs. Summer Road questioned Ms. Lowe’s ability to represent Class A shareholders, citing that it said she owns zero shares, has a preexisting relationship with incumbent directors, and serves alongside her fellow nominee on another board.

7) Grocery metrics and financial performance

Summer Road said Ingles’ “4% EBITDA growth over a 10-year period” and “41% increase in net sales” should not be considered strong performance. It said that over the past three years, including the period prior to Hurricane Helene, Ingles shrunk earnings and sales and underperformed peers on same store sales growth, operating margin, return on equity and dividend growth.

Summer Road also cited Ingles’ Q1 2026 results as being compared against two years of negative comparisons. It said that compared to Q1 2024 (which it described as unaffected by Hurricane Helene), Ingles’ sales are lower by 7.3% and EBIT is lower by 35%.

8) Total shareholder return comparisons

Summer Road said Ingles’ April 8 presentation excluded Sprouts Farmers Markets, Inc. (“Sprouts”) performance, despite including Sprouts as a peer and “principal competitor” in its 2026 proxy statement filed April 1 and in every Form 10-K since 2016.

9) Capital allocation and value impact

Summer Road said Ingles’ capital return approach is acceptable only if it benefits Class B shareholders, which it characterized as the Ingle family. It said that in Fiscal 2021 Ingles repurchased $80 million of stock only from Class B shareholders and that no Class A stock has ever been repurchased.

Summer Road said Class A distributions have been largely stagnant for 10 years, while Chairman Ingle increased his own dividend (the Class B distribution) through compensation. It also said that during its “three-plus years” of ownership, management and the Board did not engage with Summer Road regarding its ideas, and it questioned how Ingles could claim what Mr. Held would advise would be value-destructive.

10) Owned real estate and growth strategy

Summer Road said Ingles’ store base has not grown and that sales from new stores have been a negative contributor over the past 10 years. It said the Company has not opened a new store in more than four years and that many properties sit fallow.

Summer Road said it agrees Ingles has valuable real estate, but questioned why leadership has not acted on its assets. It said it shared its analysis of Ingles’ owned real estate with the Company in 2023 and received no response, adding that its analysis is based on county records because it said Ingles has disclosed extremely limited information.