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) ~~February~~April 529, 2026

INGLES MARKETS, INCORPORATED ~~(Exact name of registrant as specified in its charter)~~

(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
2913 U.S. Hwy. 70 West, Black Mountain, North Carolina	28711
(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.)~~

(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 25.0203. ~~Results~~Amendments to Articles of ~~Operations~~Incorporation ~~and~~or ~~Financial~~Bylaws; ~~Condition~~Change in Fiscal Year.

On ~~February~~April 529, 2026, the board of directors (the “Board”) of Ingles Markets, Incorporated, a North Carolina corporation (~~"IMKTA"~~the “Company”), ~~issued~~adopted athe ~~press~~Company’s ~~release~~Third ~~announcing~~Amended ~~financial~~and ~~information~~Restated ~~for~~Bylaws ~~its~~(the ~~first~~“Third ~~quarter~~A&R ~~ended~~Bylaws”), ~~December~~which 27amended and restated in their entirety the Company’s Second Amended and Restated By-Laws to: (i) amend Article Five, ~~2025~~Section 5.3(A) ~~The~~to ~~press~~provide ~~release~~that isspecial ~~furnished~~meetings asof ~~Exhibit 99~~the Board may be called by four, rather than two, directors; and (ii) amend Article Eleven, Section 11.13(C) to ~~this~~align ~~Current~~a ~~Report~~director’s oninspection ~~Form 8-K~~rights with the North Carolina Business Corporation Act and ~~incorporated~~make clear the procedure for resolving a disagreement regarding a director’s entitlement to inspection of particular records. The Third A&R Bylaws became effective upon adoption by ~~reference~~the inBoard ~~this~~on ~~Item~~April 229, 2026.~~02.~~

~~Item~~The 7foregoing description of the Third A&R Bylaws is only a summary and is qualified in its entirety by the full text of the Third A&R Bylaws, a copy of which is filed as Exhibit 3.011 ~~Regulation~~to FDthis ~~Disclosure~~Current Report on Form 8-K and incorporated by reference in this Item 5. 03.

~~The disclosure contained in~~ Item 25.0207. Submission of ~~this~~Matters ~~Current~~to ~~Report~~a onVote ~~Form~~of ~~8-K~~Security ~~is incorporated into this Item 7~~Holders.~~01 by reference.~~

The ~~information~~Company’s ~~contained~~2026 inAnnual ~~this~~Meeting ~~Current~~of ~~Report~~Shareholders onwas ~~Form~~held ~~8-K~~Thursday, ~~including~~April ~~Exhibit 99.1 furnished herewith~~30, is2026 ~~being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended~~ (the “~~Exchange~~Annual ~~Act~~Meeting”),. orSet ~~otherwise~~forth ~~subject~~below toare the ~~liabilities~~proposals ~~under~~voted ~~that~~on ~~section, nor shall it be deemed incorporated~~ by ~~reference~~the ~~into~~Company’s ~~any~~shareholders ~~registration~~at ~~statement~~the orAnnual ~~other~~Meeting ~~documents~~and ~~pursuant to~~ the ~~Securities~~results ~~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.~~votes:

1.	Elect eight members of the Board of Directors by holders of Class A Common Stock and Class B Common Stock, as applicable, to serve until the 2027 Annual Meeting of Shareholders:

Name	Common Stock	Votes For		Votes Withheld		Broker Non-Votes
Dwight Jacobs	Class A		10,226,605		2,422,207		0
Rebekah Lowe	Class A		3,406,721		9,239,970		0
Rory Held	Class A		9,014,729		3,634,207		0
Fred D. Ayers	Class B*		44,270,750		1,970		0
Robert P. Ingle, II	Class B*		44,270,750		1,970		0
Patricia E. Jackson	Class B*		44,270,750		1,970		0
James W. Lanning	Class B*		44,270,750		1,970		0
Laura Ingle Sharp	Class B*		44,270,750		1,970		0
Brenda S. Tudor	Class B*		44,270,750		1,970		0

2.	Consider and vote on a non-binding approval of the Company’s compensation for named executive officers as disclosed in the Company’s Proxy Statement for the Annual Meeting:

	Class A & B *
For		51,861,483
Against		5,001,102
Abstain/Withheld		76,100
Broker Non-Votes		0

No other matters were considered or voted upon at the Annual Meeting.

* Holders of Class A Common Stock have one vote per share, and the holders of Class B Common Stock have ten votes per share.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Third Amended and Restated Bylaws of Ingles Markets, Incorporated
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	Exhibit Number	Description of Exhibit
	99.1	Press release issued February 5, 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	~~INGLES MARKETS, INCORPORATED~~
	(Registrant)	~~(Registrant)~~
Date: February 5, 2026
Date: May 5, 2026
	By:	/s/ Patricia E. Jackson
		Patricia E. Jackson
		Chief Financial Officer

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