Form 8-K

8-K — INGLES MARKETS INC

Accession: 0001437749-26-026048

Filed: 2026-08-06

Period: 2026-08-06

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 — imkta20260805_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_999422.htm)

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8-K — FORM 8-K

8-K (Primary)

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0000050493

2026-08-06

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)

August 6, 2026

INGLES MARKETS, INCORPORATED

(Exact name of registrant as specified in its charter)

North Carolina

0-14706

56-0846267

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

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 August 6, 2026, Ingles Markets, Incorporated ("IMKTA") issued a press release announcing financial information for its third quarter ended June 27, 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 August 6, 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: August 6, 2026

By:

/s/ Patricia E. Jackson

Patricia E. Jackson

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_999422.htm · Sequence: 2

ex_999422.htm

Exhibit 99.1

PRESS RELEASE

Ingles Markets, Inc.

Contact: Pat Jackson, Chief Financial Officer

pjackson@ingles-markets.com

(828) 669-2941 (Ext. 223)

August 6, 2026

For Immediate Release

Ingles Markets, Incorporated Reports Results for Third Quarter

and First Nine Months of Fiscal 2026

ASHEVILLE, N.C. - Ingles Markets, Incorporated (NASDAQ: IMKTA) today reported results for the three and nine months ended June 27, 2026.

Robert P. Ingle II, Chairman of the Board, stated, “We are pleased with our results and thank our associates for their continued focus on our customers’ experience as we strive to provide value, selection and quality offerings.”

Third Quarter Results

Net sales totaled $1.37 billion for the quarter ended June 27, 2026, compared with $1.35 billion for the quarter ended June 28, 2025.

Gross profit for the third quarter of fiscal 2026 totaled $332.4 million, or 24.3% of sales. Gross profit for the third quarter of fiscal 2025 was $327.3 million, or 24.3% of sales.

Operating and administrative expenses for the third quarter of fiscal 2026 totaled $298.0 million compared with $290.1 million for the third quarter of fiscal 2025.

Interest expenses totaled $4.5 million for the third quarter of fiscal 2026 compared with $4.9 million for the third quarter of fiscal 2025.

Net income totaled $25.9 million for the third quarter of fiscal 2026, as compared with $26.2 million for the third quarter of fiscal 2025. Basic and diluted earnings per share for Class A Common Stock were $1.39 and $1.36, respectively, for the quarter ended June 27, 2026, as compared with $1.41 and $1.38, respectively, for the quarter ended June 28, 2025. Basic and diluted earnings per share for Class B Common Stock were each $1.27 for the quarter ended June 27, 2026, as compared with $1.28 for the quarter ended June 28, 2025.

Nine Month Results

Net sales totaled $4.05 billion for the nine months ended June 27, 2026, as compared with $3.97 billion for the nine months ended June 28, 2025.

Gross profit for the nine months ended June 27, 2026, totaled $992.3 million, or 24.5% of sales. Gross profit for the nine months ended June 28, 2025, totaled $939.4 million, or 23.7% of sales.

Operating and administrative expenses totaled $884.6 million for the nine months ended June 27, 2026, as compared to $860.0 million for the nine months ended June 28, 2025.

Interest expense totaled $13.6 million for the nine-month period ended June 27, 2026, and $14.7 million for the nine-month period ended June 28, 2025. Total debt as of June 27, 2026, was $500.5 million compared to $518.0 million as of June 28, 2025.

-MORE-

PRESS RELEASE

Net income totaled $78.3 million for the nine-month period ended June 27, 2026, compared with $57.9 million for the nine-month period ended June 28, 2025. Basic and diluted earnings per share for Class A Common Stock were $4.21 and $4.12, respectively, for the nine months ended June 27, 2026, as compared with $3.11 and $3.05, respectively, for the nine months ended June 28, 2025. Basic and diluted earnings per share for Class B Common Stock were each $3.83 for the nine months ended June 27, 2026, as compared with $2.83 for the nine months ended June 28, 2025.

Capital expenditures for the nine months ended June 27, 2026, totaled $76.4 million, as compared with $91.4 million for the nine months ended June 28, 2025. Capital expenditures for the entire fiscal year 2026 are expected to be approximately $120 million to $130 million.

As of June 27, 2026, the Company had outstanding only a single letter of credit in the amount of $900,000 under its $150.0 million line of credit and otherwise had no borrowings outstanding thereunder. The Company believes its financial resources, including its line of credit and other internal and external sources of funds, will be sufficient to meet planned capital expenditures, debt service and working capital requirements for the foreseeable future.

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 195 supermarkets. At June 27, 2026, three of the four stores temporarily closed due to damage sustained in Hurricane Helene remained closed but are expected to reopen at various times in 2026 and 2027. 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 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

Nine Months Ended

June 27,

June 28,

June 27,

June 28,

2026

2025

2026

2025

Net sales

1,368,324

1,346,222

4,049,165

3,965,609

Gross profit

332,444

327,330

992,261

939,442

Operating and administrative expenses

298,005

290,131

884,573

859,985

Gain from sale or disposal of assets

143

401

3,097

Income from operations

34,483

37,342

108,089

82,554

Other income, net

3,037

2,769

8,720

8,909

Interest expense

4,503

4,856

13,605

14,746

Income tax expense

7,118

9,056

24,909

18,824

Net income

25,899

26,199

78,295

57,893

Basic earnings per common share – Class A

1.39

1.41

4.21

3.11

Diluted earnings per common share – Class A

1.36

1.38

4.12

3.05

Basic earnings per common share – Class B

1.27

1.28

3.83

2.83

Diluted earnings per common share – Class B

1.27

1.28

3.83

2.83

Additional selected information:

Depreciation and amortization expense

30,096

30,678

90,462

92,214

Rent expense

1,732

1,779

5,194

5,507

Condensed Consolidated Balance Sheets (Unaudited)

June 27,

Sept. 27,

2026

2025

ASSETS

Cash and cash equivalents

455,087

366,246

Receivables-net

102,682

106,355

Inventories

479,654

482,979

Other current assets

19,341

19,976

Property and equipment-net

1,501,441

1,515,070

Other assets

75,300

75,429

TOTAL ASSETS

2,633,505

2,566,055

LIABILITIES AND STOCKHOLDERS' EQUITY

Current maturities of long-term debt

17,481

17,477

Accounts payable, accrued expenses and current portion of other long-term liabilities

311,727

285,426

Deferred income taxes

51,743

65,040

Long-term debt

483,046

497,289

Other long-term liabilities

84,716

84,891

Total Liabilities

948,713

950,123

Stockholders' equity

1,684,792

1,615,932

TOTAL LIABILITIES AND

STOCKHOLDERS' EQUITY

2,633,505

2,566,055

-END-

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Document And Entity Information

Aug. 06, 2026

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