Business Context and Reporting Period
Company: Ingram Micro Holding Corp
Filing Type: Form 8-K (Current Report)
Date of Report: March 5, 2026
Event: Entry into a Material Definitive Agreement involving a secondary offering by a selling stockholder and a concurrent share repurchase by the Company.
Key Financial Metrics and Transaction Details
- Secondary Offering Shares: 8,988,764 shares of Common Stock sold by Ingram Holdco, LLC (Selling Stockholder).
- Over-Allotment Option: Underwriters granted a 30-day option to purchase up to 1,348,314 additional shares.
- Share Repurchase: Company agreed to repurchase shares directly from the Selling Stockholder with a total value of $75 million.
- Repurchase Price: Same net price paid to the Selling Stockholder by the Underwriters.
- Funding Source: Company funded the repurchase with cash on hand.
- Proceeds: Selling Stockholder received all net proceeds from the Offering; the Company did not receive proceeds from the sale of shares.
- Costs: Company bore costs associated with the sale other than underwriting discounts and commissions.
Note: This filing does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes and Transaction Structure
The filing details a structured transaction where the Selling Stockholder sold shares to underwriters (Morgan Stanley, Goldman Sachs, and J.P. Morgan) while the Company simultaneously repurchased a portion of those shares.
- Independence of Transactions: The Share Repurchase was conditioned on the closing of the Offering, but the Offering was not conditioned on the Share Repurchase.
- Concurrent Closing: Both the Offering and the Share Repurchase were consummated concurrently on March 5, 2026.
- Registration: The Offering was made pursuant to a prospectus supplement dated March 5, 2026, under a shelf registration statement (File No. 333-291469) declared effective on December 3, 2025.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, outlook, or management commentary regarding future financial performance.
Risks and Contingencies: The filing references customary representations, warranties, covenants, and indemnification obligations within the Underwriting Agreement but does not detail specific new risks or contingencies beyond the standard terms of the transaction.
Key Facts for Investor Verification
- Verify the exact net price per share paid to the Selling Stockholder to calculate the precise number of shares repurchased by the Company ($75 million total).
- Confirm the impact of the $75 million cash outflow on the Company's current liquidity position and cash reserves.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific indemnification obligations and covenants assumed by the Company.
- Monitor whether the underwriters exercise the 30-day option to purchase the additional 1,348,314 shares.
- Check subsequent filings for any dilution effects on existing shareholders resulting from the total shares sold in the Offering.