INGLES MARKETS INC (Form: 8-K, Received: 11/26/2025 07:35:26)

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)

November 26, 2025

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 November 26, 2025, Ingles Markets, Incorporated ("IMKTA") issued a press release announcing financial information for its fourth quarter ended September 27, 2025. 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 November 26, 2025

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: November 26, 2025
	By:	/s/ Patricia E. Jackson
		Patricia E. Jackson
		Chief Financial Officer

	Quarter Ended						Year Ended
	Sept. 27,			Sept. 28,			Sept. 27,		Sept. 28,
	2025			2024			2025		2024

Net sales	$	1,368,423		$	1,397,529		$	5,334,033	$	5,639,609
Gross profit		334,699			299,391			1,274,141		1,299,835
Operating and administrative expenses		298,960			300,958			1,158,944		1,161,797
(Loss) gain from sale or disposal of assets		(713	)		124			2,383		9,106
Income (loss) from operations		35,026			(1,443	)		117,580		147,144
Other income, net		3,159			3,675			12,068		14,217
Interest expense		4,965			5,207			19,710		21,860
Income tax expense (benefit)		7,521			(1,502	)		26,345		33,960
Net income (loss)	$	25,699		$	(1,473	)	$	83,593	$	105,541

Basic earnings (loss) per common share – Class A	$	1.38		$	(0.08	)	$	4.50	$	5.68
Diluted earnings (loss) per common share – Class A	$	1.35		$	(0.08	)	$	4.40	$	5.56
Basic earnings (loss) per common share – Class B	$	1.26		$	(0.07	)	$	4.09	$	5.16
Diluted earnings (loss) per common share – Class B	$	1.26		$	(0.07	)	$	4.09	$	5.16

Additional selected information:
Depreciation and amortization expense	$	30,677		$	34,091		$	122,890	$	121,623
Rent expense	$	1,890		$	2,111		$	7,397	$	9,703

	Sept. 27,		Sept. 28,
	2025		2024
ASSETS
Cash and cash equivalents	$	366,246	$	353,688
Receivables-net		106,355		78,266
Inventories		482,979		462,085
Other current assets		19,976		31,509
Property and equipment-net		1,515,070		1,526,708
Other assets		75,429		75,627
TOTAL ASSETS	$	2,566,055	$	2,527,883

LIABILITIES AND STOCKHOLDERS' EQUITY
Current maturities of long-term debt	$	17,477	$	17,521
Accounts payable, accrued expenses and current portion of other long-term liabilities		285,426		303,101
Deferred income taxes		65,040		63,767
Long-term debt		497,289		515,102
Other long-term liabilities		84,891		82,643
Total Liabilities		950,123		982,134
Stockholders' equity		1,615,932		1,545,749
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,566,055	$	2,527,883