Business Context and Reporting Period
This Form 8-K Current Report was filed by Ingram Micro Holding Corp on September 8, 2026. The filing discloses the entry into a material definitive agreement regarding a secondary offering of common stock by a selling stockholder and a concurrent share repurchase by the Company.
Key Financial Metrics and Transaction Details
- Secondary Offering: Ingram Holdco, LLC (Selling Stockholder) agreed to sell 13,125,000 shares of Common Stock to Goldman Sachs & Co. LLC (Underwriter).
- Over-Allotment Option: The Underwriter was granted a 30-day option to purchase up to an additional 1,968,750 shares.
- Share Repurchase: The Company repurchased 625,000 shares from the Underwriter as part of the Offering.
- Repurchase Program Status: The repurchase was executed under an existing $175 million stock repurchase program. Upon completion, $53,007,500 of capacity remains.
- Proceeds Allocation: The Selling Stockholder received all net proceeds from the Offering. The Company bore costs associated with the sale other than underwriting discounts and commissions.
- Underwriting Fees: No underwriting fees were paid to the Underwriter for the shares repurchased by the Company.
Note: This filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity metrics for the Company's operations.
Material Changes
The primary material change is the reduction of the Selling Stockholder's equity position through the sale of 13,125,000 shares and a simultaneous reduction in the Company's outstanding share count via the repurchase of 625,000 shares. The filing does not report changes in operational financial performance compared to prior periods.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on operational outlook, or specific risk factors beyond those customary in underwriting agreements (e.g., representations, warranties, and indemnification obligations). The transaction was executed pursuant to a prospectus supplement dated September 8, 2026, under an automatic shelf registration statement (File No. 333-295556).
Investor Verification Checklist
- Verify the final closing date and total number of shares sold, including any exercise of the 30-day over-allotment option.
- Confirm the exact price per share at which the Offering was priced (refer to Exhibit 99.2).
- Review the updated remaining capacity of the $175 million stock repurchase program in subsequent filings.
- Check for any dilution impact on earnings per share resulting from the net increase in shares outstanding (13,125,000 sold minus 625,000 repurchased).