What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2026-02-05 · 126 added, 60 removed, 346 unchanged (35% of the section changed)

8 unchanged sentences

Total Current Assets

1,018,835,821

Property and Equipment - Net

19 unchanged sentences

Stockholders’ Equity

Preferred stock, $ 0.05 par value per share;

Preferred stock, $ 0.05 par value;

10,000,000 shares authorized;

3 unchanged sentences

150,000,000 shares authorized;

‎ 14,548,611 shares issued and outstanding at December 27, 2025 and at

‎ September 27, 2025

‎ 14,548,686 shares and 14,584,611 shares issued and outstanding at March 28, 2026 and September 27, 2025, respectively

Class B, convertible to Class A, $ 0.05 par value per share;

‎ 100,000,000 shares authorized;

‎ 4,445,765 shares issued and outstanding at December 27, 2025 and at September 27, 2025

4,445,690 shares and 4,445,765 shares issued and outstanding at March 28, 2026 and September 27, 2025, respectively

Paid-in capital in excess of par value

18 unchanged sentences

Operating and administrative expenses

(Loss) gain from sale or disposal of assets

Gain (loss) from sale or disposal of assets

Income from operations

3 unchanged sentences

Income tax expense

Other comprehensive income (loss):

Change in fair value of interest rate swap

( 2,423,650 )

Income tax (expense) benefit

Other comprehensive income (loss), net of tax

( 1,833,650 )

Comprehensive income

Per share amounts:

Class A Common Stock

Basic earnings per common share

Diluted earnings per common share

Class B Common Stock

Basic earnings per common share

Diluted earnings per common share

Cash dividends per common share

Class A Common Stock

Class B Common Stock

See notes to unaudited condensed consolidated financial statements.

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

Six Months Ended

2,680,840,665

2,619,387,821

Cost of goods sold

2,021,024,334

2,007,276,472

Operating and administrative expenses

Gain from sale or disposal of assets

Income from operations

Other income, net

Interest expense

Income before income taxes

Income tax expense

Other comprehensive (loss) income:

16 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

THREE MONTHS ENDED DECEMBER 27, 2025 AND DECEMBER 28, 2024

THREE AND SIX MONTHS ENDED MARCH 28, 2026 AND MARCH 29, 2025

Comprehensive

11 unchanged sentences

1,561,607,836

Other comprehensive loss, net of income tax

( 1,833,650 )

Cash dividends

( 3,067,343 )

Common stock conversions

Balance, March 29, 2025

1,563,621,421

1,571,812,858

Balance, September 27, 2025

1 unchanged sentence

1,615,931,577

Other comprehensive loss, net of income tax benefit

Other comprehensive loss, net of income tax

Cash dividends

5 unchanged sentences

1,640,463,009

Other comprehensive income, net of income tax

Cash dividends

( 3,067,387 )

Common stock conversions

Balance, March 28, 2026

1,655,645,846

1,662,002,123

See notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended

Six Months Ended

Cash Flows from Operating Activities:

2 unchanged sentences

Non cash operating lease cost

Loss (gain) from sale or disposal of assets

Gain from sale or disposal of assets

( 2,953,915 )

1 unchanged sentence

( 5,030,000 )

Changes in operating assets and liabilities:

( 1,756,000 )

( 26,443,851 )

( 2,311,148 )

Changes in operating assets and liabilities:

( 20,933,073 )

5 unchanged sentences

( 29,564,709 )

( 37,785,212 )

Net Cash Provided (Used) by Operating Activities

( 43,647,293 )

Net Cash Provided by Operating Activities

Cash Flows from Investing Activities:

17 unchanged sentences

( 17,874,510 )

Net Decrease in Cash and Cash Equivalents

( 4,563,169 )

Net Increase (Decrease) in Cash and Cash Equivalents

( 56,358,444 )

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED UNAUDITED INTERIM FINANCIAL STATEMENTS

Three Months Ended December 27, 2025 and December 28, 2024

Three Months and Six Months Ended March 28, 2026 and March 29, 2025

BASIS OF PREPARATION

In the opinion of management, the accompanying condensed consolidated unaudited interim financial statements contain all adjustments necessary to present fairly the financial position as of December 27, 2025, and the results of operations, changes in stockholders’ equity and cash flows of Ingles Markets, Incorporated, a North Carolina corporation (“Ingles”, the “Company”, “we”, “us”, or “our”), for the three months ended December 27, 2025 and December 28, 2024.

In the opinion of management, the accompanying condensed consolidated unaudited interim financial statements contain all adjustments necessary to present fairly the financial position as of March 28, 2026 and the results of operations and changes in stockholders’ equity for the three-month and six-month periods ended March 28, 2026 and March 29, 2025, and cash flows of Ingles Markets, Incorporated, a North Carolina corporation (“Ingles”, the “Company”, “we”, “us”, or “our”), for the six months ended March 28, 2026 and March 29, 2025.

The adjustments made are of a normal recurring nature.

1 unchanged sentence

It is suggested that these condensed consolidated unaudited interim financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended September 27, 2025, filed by the Company under the Securities Exchange Act of 1934, as amended, on November 26, 2025, as amended on January 22, 2026.

The results of operations for the three months ended December 27, 2025 are not necessarily indicative of the results to be expected for the full fiscal year.

The results of operations for the three-month and six-month periods ended March 28, 2026 are not necessarily indicative of the results to be expected for the full fiscal year.

NEW ACCOUNTING PRONOUNCEMENTS

31 unchanged sentences

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Receivables are presented net of an allowance for doubtful accounts of $ 512,685 at December 27, 2025 and $ 512,680 at September 27, 2025.

Receivables are presented net of an allowance for doubtful accounts of $ 512,687 at March 28, 2026 and $ 512,680 at September 27, 2025.

The Company’s effective tax rate differs from the federal statutory rate primarily as a result of state income taxes and tax credits.

8 unchanged sentences

Interest payable

Income taxes payable

Self-insurance liabilities are established for general liability claims, workers’ compensation and employee group medical and dental benefits based on claims filed and estimates of claims incurred but not reported.

The Company is currently insured for covered costs in excess of $ 1.0 million per occurrence for workers’ compensation and for general liability and $ 650,000 per covered person for medical care benefits for a policy year.

The Company’s self-insurance reserves totaled $ 36.8 million at December 27, 2025.

The Company’s self-insurance reserves totaled $ 36.0 million at March 28, 2026.

Of this amount, $ 16.7 million was accounted for as a current liability and $ 19.3 million as a long-term liability, which included $ 3.2 million of expected self-insurance recoveries from excess cost insurance or other sources that was recorded as a receivable.

At September 27, 2025, the Company’s self-insurance reserves totaled $ 38.3 million of which $ 17.8 million was accounted for as a current liability and $ 20.5 million as a long-term liability, which included $ 3.3 million of expected self-insurance recoveries from excess cost insurance or other sources that was recorded as a receivable.

Employee insurance expense, including workers’ compensation and medical care benefits, net of employee contributions, totaled $ 11.9 million and $ 11.2 million for the three months ended December 27, 2025 and December 28, 2024, respectively.

Employee insurance expense, including workers’ compensation and medical care benefits, net of employee contributions, totaled $ 11.3 million and $ 12.0 million for the three-month periods ended March 28, 2026 and March 29, 2025, respectively.

For both the six-month periods ended March 28, 2026 and March 29, 2025, employee insurance expense, net of employee contributions totaled $ 23.2 million.

The Company’s fuel operations use underground tanks for the storage of gasoline and diesel fuel.

The Company reviewed FASB Accounting Standards Codification Topic 410 (“FASB ASC 410”) and determined it had a legal obligation to remove tanks at various times in the future and accordingly determined that the Company had met the requirements for an asset retirement obligation.

The Company reviewed FASB Accounting Standards Codification Topic 410 (“FASB ASC 410”) and determined that it had a legal obligation to remove tanks at various times in the future and accordingly determined that the Company had met the requirements for an asset retirement obligation.

The Company followed the FASB ASC 410 model for determining the asset retirement cost and asset retirement obligation.

The amounts recorded were immaterial for each fuel center as well as in the aggregate, at December 27, 2025 and September 27, 2025.

The amounts recorded were immaterial for each fuel center as well as in the aggregate, at March 28, 2026 and September 27, 2025.

LONG-TERM DEBT

4 unchanged sentences

The Line provides the Company with various interest rate options based on the prime rate, the Federal Funds Rate, or SOFR.

The Line allows the Company to issue up to $ 10.0 million of letters of credit, of which a single letter of credit in the amount of $ 500,000 was issued at December 27, 2025.

The Line allows the Company to issue up to $ 10.0 million of letters of credit, of which a single letter of credit in the amount of $ 900,000 was issued at March 28, 2026.

The Company is not required to maintain compensating balances in connection with the Line.

At December 27, 2025, the Company had no other borrowings outstanding under the Line.

At March 28, 2026, the Company had no other borrowings outstanding under the Line.

In December 2010, the Company completed the funding of $ 99.7 million of bonds (the “ Bonds”) for construction of new warehouse and distribution space adjacent to its existing space in Buncombe County, North Carolina (the “Project”).

2 unchanged sentences

Mandatory redemption of the Bonds by the Company in the annual amount of $ 4.5 million began on January 1, 2014 .

The outstanding balance of the Bonds was $ 45.4 million as of December 27, 2025.

The outstanding balance of the Bonds was $ 40.9 million as of March 28, 2026.

The Company may redeem the Bonds without penalty or premium at any time prior to December 17, 2029 .

4 unchanged sentences

In September 2017, the Company refinanced approximately $ 60 million of secured borrowing obligations with a SOFR-based amortizing floating rate loan secured by real estate, which matures in October 2027 .

As of December 27, 2025, the Company had an interest rate swap agreement for a current notional amount of $ 11.0 million at a fixed rate of 3.962 %.

As of March 28, 2026, the Company had an interest rate swap agreement for a notional amount of $ 9.5 million at a fixed rate of 3.962 %.

Under this agreement, the Company pays monthly the fixed rate of 3.962 % and receives the one-month SOFR plus 1.75 %.

The interest rate swap effectively hedges floating rate debt in the same amount as the current notional amount of the interest swap.

The interest rate swap effectively hedges floating rate debt in the same amount as the notional amount of the interest swap.

Both the floating rate debt and the interest rate swap have monthly principal amortization of $ 0.5 million and mature October 1, 2027 .

In December 2019, the Company entered into a $ 155 million SOFR-based amortizing floating rate loan secured by real estate, which matures in January 2030 .

As of December 27, 2025, the Company had an interest rate swap agreement for a current notional amount of $ 107.2 million at a fixed rate of 2.998 %.

As of March 28, 2026, the Company had an interest rate swap agreement for a notional amount of $ 105.3 million at a fixed rate of 2.998 %.

Under this agreement, the Company pays monthly the fixed rate of 2.998 % and receives the one-month SOFR plus 1.60 %.

The interest rate swap effectively hedges floating rate debt in the same amount as the current notional amount of the interest swap.

The interest rate swap effectively hedges floating rate debt in the same amount as the notional amount of the interest swap.

Both the floating rate debt and the interest rate swap have monthly principal amortization of $ 0.65 million and mature in fiscal year 2030.

1 unchanged sentence

The Company has designated the swaps as cash flow hedges and records the changes in the estimated fair value of the swaps to other comprehensive income each period.

For the three months ended December 27, 2025, the Company recorded $ 0.5 million of other comprehensive loss, net of income tax benefits, in its Condensed Consolidated Statements of Comprehensive Income.

Unrealized gains of $ 6.7 million were included as an asset at fair value in the line “Other Assets” on the Condensed Consolidated Balance Sheet as of December 27, 2025.

For the three months ended March 28, 2026, the Company recorded $ 0.3 million of other comprehensive income, and for the six months ended March 28, 2026, the Company recorded $ 0.2 million of other comprehensive loss, net of income taxes, in its Condensed Consolidated Statements of Comprehensive Income.

Unrealized gains of $ 7.2 million were included as an asset at fair value in the line “Other Assets” on the Condensed Consolidated Balance Sheet as of March 28, 2026.

For the three months ended March 29, 2025, the Company recorded $ 1.8 million of other comprehensive loss, and for the six months ended March 29, 2025, the Company recorded $ 0.5 million of other comprehensive income, net of income taxes, in its Condensed Consolidated Statements of Comprehensive Income.

Unrealized gains of $ 9.6 million were included as an asset at fair value in the line “Other Assets” on the Condensed Consolidated Balance Sheet as of March 29, 2025.

The Company’s long-term debt agreements generally contain provisions that under certain circumstances would permit lending institutions to terminate or withdraw their respective extensions of credit to the Company.

Included among the triggering factors permitting the termination or withdrawal of the Line are certain events of default, including both monetary and non-monetary defaults, the initiation of bankruptcy or insolvency proceedings, and the failure of the Company to meet certain financial covenants designated in its loan documents.

The Company was in compliance with all financial covenants at December 27, 2025.

Included among the triggering factors

permitting the termination or withdrawal of the Line are certain events of default, including both monetary and non-monetary defaults, the initiation of bankruptcy or insolvency proceedings, and the failure of the Company to meet certain financial covenants designated in its loan documents.

The Company was in compliance with all financial covenants at March 28, 2026.

The Company’s long-term debt agreements generally have cross-default provisions which could result in the acceleration of payments due under all long-term debt agreements in the event of default under any one instrument.

At December 27, 2025, property and equipment with an undepreciated cost of approximately $ 239.3 million were pledged as collateral for long-term debt.

At March 28, 2026, property and equipment with an undepreciated cost of approximately $ 237.1 million were pledged as collateral for long-term debt.

Long-term debt and Line agreements contain various restrictive covenants requiring, among other things, maintenance of certain financial ratios.

3 unchanged sentences

The Company paid cash dividends of $ 0.165 for each share of Class A Common Stock and $ 0.15 for each share of Class B Common Stock on January 15, 2026 to stockholders of record on January 8, 2026 .

The Company paid cash dividends of $ 0.165 for each share of Class A Common Stock and $ 0.15 for each share of Class B Common Stock on April 16, 2026 to stockholders of record on April 9, 2026 .

For additional information regarding the dividend rights of the Class A Common Stock and Class B Common Stock, please see Note 8, “Stockholders’ Equity” to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K filed by the Company under the Securities Exchange Act of 1934, on November 26, 2025, as amended on January 22, 2026.

11 unchanged sentences

Three Months Ended

Six Months Ended

March 28, 2026

Allocated net income

Net income allocated, basic

Conversion of Class B to Class A shares

Net income allocated, diluted

Weighted average shares outstanding

Weighted average shares outstanding, basic

Conversion of Class B to Class A shares

Weighted average shares outstanding, diluted

Earnings per share

Three Months Ended

December 27, 2025

December 28, 2024

Six Months Ended

March 29, 2025

Allocated net income

13 unchanged sentences

Step rent provisions, escalation clauses and lease incentives are considered in computing minimum lease payments.

Operating Leases – Rent expense for all operating leases totaled $ 1.6 million for the three months ended December 27, 2025.

Operating Leases – Rent expense for all operating leases totaled $ 1.8 million and $ 3.5 million for the three and six months ended March 28, 2026, respectively.

This amount included short-term (less than one year) leases, common area expenses, and variable lease costs, all of which were insignificant.

Cash paid for lease liabilities in operating activities approximates operating lease cost.

Finance Leases – Finance lease cost of $ 210.0 thousand included amortization expense of $ 175.1 thousand, which was included in operating and administrative expense, and $ 34.9 thousand of interest expense for the three months ended December 27, 2025.

Future maturities of lease liabilities as of December 27, 2025 were as follows:

Finance Leases – Finance lease cost of $ 420.0 thousand included amortization expense of $ 352.8 thousand, which was included in operating and administrative expense, and $ 67.2 thousand of interest expense for the six months ended March 28, 2026.

Future maturities of lease liabilities as of March 28, 2026 were as follows:

Operating Leases

4 unchanged sentences

Present value of lease liabilities

There were no lease extensions exercised during the three months ended December 27, 2025.

At December 27, 2025, the weighted average remaining lease term for the Company’s operating leases was 14.6 years.

As of December 27, 2025, the weighted average discount rates used to determine operating lease and finance lease liability were 4.2 % and 6.0 %, respectively.

Lease extensions exercised during the six months ended March 28, 2026 increased the line items “Operating lease right of use assets” and “Noncurrent operating lease liabilities” by $ 2.0 million on the Condensed Consolidated Balance Sheets as of March 28, 2026.

At March 28, 2026, the weighted average remaining lease term for the Company’s operating leases was 14.9 years.

The weighted average discount rates used to determine operating lease liability balances and finance lease liability balances were 4.3 % and 6.0 %, respectively.

Leases as Lessor

At December 27, 2025, the Company owned and operated 102 shopping centers in conjunction with its supermarket operations, including one of the three stores located in a shopping center that remains temporarily closed as a result of damage sustained during Hurricane Helene.

At March 28, 2026, the Company owned and operated 102 shopping centers in conjunction with its supermarket operations, including one of the three stores located in a shopping center that remains temporarily closed as a result of damage sustained during Hurricane Helene.

The Company leases to others a portion of its shopping center properties.

3 unchanged sentences

Three Months Ended

December 27, 2025

Six Months Ended

March 28, 2026

Rents earned on owned and subleased properties:

2 unchanged sentences

( 2,357,646 )

( 4,715,292 )

Other shopping center expenses

Future minimum operating lease receipts at December 27, 2025 were as follows:

( 1,386,653 )

( 2,257,226 )

Future minimum operating lease receipts at March 28, 2026 were as follows:

Remainder of 2026

6 unchanged sentences

Beginning i n fiscal year 2025, expense allocation methodology changed to include direct and indirect costs associated with the shopping center rentals that were previously included in the retail segment.

The results for the three months ended December 28, 2024 were recast to be comparable.

The results for the three and six months ended March 29, 2025 were recast to be comparable.

The CODM utilizes operating income to assess the Company’s operating performance and to make decisions about allocating resources to each segment.

6 unchanged sentences

Three Months Ended

Six Months Ended

Retail grocery revenue

19 unchanged sentences

(4) Merchandise costs include product costs, net of discounts and allowances, warehousing, distribution and freight.

(5) Other retail grocery expenses includes supplies, taxes and licenses, advertising, professional fees and other expenses.

(5) Other retail grocery expenses include supplies, taxes and licenses, advertising, professional fees and other expenses.

(6) Other operating income includes operating income from shopping center rentals, fluid dairy and the gain or loss on the disposal of fixed assets.

13 unchanged sentences

The inputs into the determination of fair value require significant management judgment or estimation.

The carrying amount and fair value of the Company’s debt, interest rate swaps, and non-qualified retirement plan assets at December 27, 2025 were as follows (in thousands):

The carrying amount and fair value of the Company’s debt, interest rate swaps, and non-qualified retirement plan assets at March 28, 2026 were as follows (in thousands):

Senior Notes due 2031

1 unchanged sentence

Secured notes payable and other

Interest rate swaps derivative contract assets

Interest rate swap derivative contracts asset

Non-qualified retirement plan assets

9 unchanged sentences

In the opinion of management, the ultimate liability, if any, from all pending legal proceedings and claims is not expected to materially affect the Company’s financial position, results of operations, or cash flows.

The Company is currently working with its insurance carriers to reach final determinations with respect to inventory loss claims related to the impact of Hurricane Helene.

During fiscal year 2025, the Company entered into an agreement and received a partial payment of $ 4.2 million towards the ultimate settlement of the inventory loss claims.

The Company also received an additional $ 500 thousand from a different policy.

The final amount of the claims is currently being assessed, and the timing and exact amount of insurance proceeds remain uncertain.

The Company did no t recognize an asset for the insurance recovery receivable in the Consolidated Balance Sheet as of December 27, 2025, because recovery was not yet deemed probable.

The Company will continue to monitor the claims process and will adjust its impact on the Company’s financial statements accordingly in future periods.

Subsequent to March 28, 2026, the Company received a additional payment of $ 5.8 million towards the final settlement of the inventory loss claims related to Hurricane Helene.

The Company did not recognize an asset for the insurance recovery receivable in the Consolidated Balance Sheet as of March 28, 2026 but the recovery was treated as a gain contingency since not resolved until after the end of the period.

RELATED PARTY TRANSACTIONS

The Company will from time to time make short-term non-interest bearing loans to the Company’s Investment/Profit Sharing Plan to allow the plan to meet distribution obligations during a time when the plan is prohibited from selling shares of the Company’s Class A Common Stock.

During the three months ended December 27, 2025, no such loans were made, repaid or outstanding.

During the six months ended March 28, 2026, no such loans were made, repaid, or outstanding.

Subsequent to March 28, 2026, the Company loaned the Company’s Investment/Profit Sharing Plan $ 150,000 to meet distribution obligations.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements