Form 8-K

8-K — INGLES MARKETS INC

Accession: 0001437749-26-015353

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000050493

SIC: 5411 (RETAIL-GROCERY STORES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — imkta20260506_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_958124.htm)

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0000050493

2026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 7, 2026

INGLES MARKETS, INCORPORATED

(Exact name of registrant as specified in its charter)

North Carolina

0-14706

56-0846267

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

P.O. Box 6676, Asheville, NC

28816

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(828) 669-2941

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.05 par value per share

IMKTA

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2026, Ingles Markets, Incorporated ("IMKTA") issued a press release announcing financial information for its second quarter ended March 28, 2026. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 2.02.

Item 7.01 Regulation FD Disclosure.

The disclosure contained in Item 2.02 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number

Description of Exhibit

99.1

Press release issued May 7, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INGLES MARKETS, INCORPORATED

(Registrant)

Date: May 7, 2026

By:

/s/ Patricia E. Jackson

Patricia E. Jackson

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_958124.htm · Sequence: 2

ex_958124.htm

Exhibit 99.1

PRESS RELEASE

Ingles Markets, Inc.

Contact: Pat Jackson, Chief Financial Officer

pjackson@ingles-markets.com

(828) 669-2941 (Ext. 223)

May 7, 2026

For Immediate Release

Ingles Markets, Incorporated Reports Results

for Second Quarter and First Six Months of Fiscal 2026

ASHEVILLE, N.C. - 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.

-MORE-

PRESS RELEASE

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.

-MORE-

PRESS RELEASE

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

-END-

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Document And Entity Information

May 07, 2026

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