Business Context and Reporting Period
Company: Ingram Micro Holding Corp
Filing Type: Form 8-K (Current Report)
Date of Report: May 5, 2026
Event: Entry into a Material Definitive Agreement for a secondary offering of common stock by a selling stockholder and a concurrent share repurchase by the Company.
Key Financial Metrics and Transaction Details
- Shares Sold by Selling Stockholder: 12,740,384 shares of Common Stock.
- Over-Allotment Option: Underwriters exercised a 30-day option in full to purchase an additional 1,730,769 shares.
- Company Share Repurchase: The Company repurchased 1,201,923 shares from the Underwriters as part of the Offering.
- Repurchase Program Status: The repurchase was part of an existing $175 million program. Remaining capacity is $70 million.
- Proceeds: The Selling Stockholder received all net proceeds from the Offering.
- Costs: The Company bore costs associated with the sale other than underwriting discounts and commissions. No underwriting fees were paid for the repurchased shares.
Note: This filing does not provide specific revenue, profit, cash flow, margin, or debt figures for the Company's operations.
Material Changes
This filing reports a specific capital market event rather than operational changes. The primary material change is the reduction of the Company's authorized share repurchase program capacity from $175 million to $70 million following the concurrent repurchase of 1,201,923 shares.
Guidance, Outlook, and Risks
The filing does not contain updated financial guidance, operational outlook, or management commentary regarding future performance. The document focuses on the terms of the Underwriting Agreement, including customary representations, warranties, covenants, and indemnification obligations. The transaction was executed pursuant to a prospectus supplement and an automatic shelf registration statement (Form S-3).
Investor Verification Checklist
- Verify the total number of shares sold by the Selling Stockholder (12,740,384) plus the exercised over-allotment (1,730,769).
- Confirm the remaining capacity of the stock repurchase program is $70 million.
- Review the attached Underwriting Agreement (Exhibit 1.1) for specific terms regarding the Selling Stockholder's identity and any lock-up provisions.
- Check the press releases (Exhibits 99.1 and 99.2) for the specific offering price per share, which is not explicitly stated in the text of this 8-K summary.
- Confirm that the Company did not receive any net proceeds from the sale of the shares.