Ingram Micro Holding Corporation Announces Pricing of Secondary Offering of Common Stock by its Principal Stockholder.

Key Terms

secondary public offering financial

A secondary public offering is when a company sells additional shares to the public after its initial sale, often to raise more money or allow early investors to cash out. For investors, it can impact the stock's price by increasing the number of shares available, potentially making the stock more or less valuable depending on demand.

shelf registration statement regulatory

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

underwriters financial

Underwriters are financial professionals or institutions that help companies raise money by selling new securities, such as stocks or bonds, to investors. They assess the risk and determine the price at which these securities should be sold, acting like a bridge between the company and the investors. Their role helps ensure that the company raises the needed funds while providing investors with options that reflect the level of risk involved.

prospectus supplement regulatory

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

share repurchase agreement financial

A share repurchase agreement is a contract where a company agrees to buy back its own shares from existing holders under specified terms, such as price and timing. For investors this matters because buying back shares reduces the number of shares available, which can increase earnings per share and raise the value of remaining shares, but it also uses the company’s cash—similar to a store buying back products to shrink supply and potentially lift prices.

bookrunning managers financial

Lead banks that organize and manage a new stock or bond offering, coordinating other banks, setting the initial sale price, collecting investor orders and deciding how many shares each buyer receives. Think of them as the project manager and ticket-seller for a public offering — their pricing, allocations and ability to sell the issue directly affect how successful the offering is and how the security performs for investors afterward.

co-managers financial

Co-managers are individuals or entities that share responsibility for overseeing and managing an investment or financial fund. They work together to make decisions about buying or selling assets, much like a team of leaders guiding a shared project. This collaborative approach can help ensure diverse expertise and perspectives, which may benefit investors by potentially improving the fund’s performance and risk management.

common stock financial

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

IRVINE, Calif.--(BUSINESS WIRE)-- Ingram Micro Holding Corporation (the “Company”) announced today the pricing of the previously announced secondary public offering of 8,988,764 shares of the Company’s common stock (“Common Stock,” and such offering, the “Offering”), at a price to the public of $22.25 per share, pursuant to a shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) by Ingram Holdco, LLC, an affiliate of Platinum Equity, LLC (the “Selling Stockholder”).

In addition, the Selling Stockholder has granted the underwriters a 30-day option to purchase up to an additional 1,348,314 shares of Common Stock at the public offering price, less underwriting discounts and commissions. The Selling Stockholder will receive all of the net proceeds from the Offering (including from the exercise of the option as described above). The Company is not offering any shares of its Common Stock in the Offering and will not receive any of the proceeds from the sale of the shares offered by the Selling Stockholder.

The Company’s previously announced share repurchase agreement with the Selling Stockholder (the “Share Repurchase Agreement”) is also expected to settle and close on or about March 9, 2026. Under the Share Repurchase Agreement, the Company agreed to separately repurchase an aggregate number of shares of the Company’s Common Stock equal to $75 million directly from the Selling Stockholder at the same net price paid to the Selling Stockholder by the underwriters (the “Share Repurchase”). The Company expects to fund the Share Repurchase with cash on hand. Although the Share Repurchase is conditioned upon, among other things, the closing of the Offering, the closing of the Offering is not conditioned upon the closing of the Share Repurchase.

Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (collectively, the “Underwriter Representatives”) are acting as the representatives to the several underwriters and joint bookrunning managers for the Offering. BofA Securities, Deutsche Bank Securities Inc., Evercore ISI, Jefferies and RBC Capital Markets are acting as bookrunners for the proposed offering. BNP Paribas, Guggenheim Securities, Raymond James, Rothschild & Co, Stifel, William Blair, Fifth Third Securities and Loop Capital Markets are acting as co-managers for the proposed offering.

Subject to customary closing conditions, the Offering is expected to settle and close on or about March 9, 2026.

A shelf registration statement on Form S-3 (including a prospectus) relating to these securities has been filed with and was declared effective by the SEC. The Offering is being made solely by means of a prospectus supplement and the accompanying prospectus. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus supplement and the accompanying prospectus relating to the Offering may also be obtained by contacting: Morgan Stanley & Co. LLC, Prospectus Department, 180 Varick Street, New York, New York 10014, or email: prospectus@morganstanley.com; Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282 (Tel: 866-471-2526) or by e-mail at prospectus-ny@ny.email.gs.com; and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or email: prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About the Company

The Company (NYSE: INGM) is a leading technology company for the global information technology ecosystem. With the ability to reach more than 90% of the global population, we play a vital role in the worldwide IT sales channel, bringing products and services from technology manufacturers and cloud providers to business-to-business technology experts. Through Ingram Micro Xvantage™, our AI-powered digital platform, we offer what we believe to be the industry’s first comprehensive business-to-consumer-like experience, integrating hardware and cloud subscriptions, personalized recommendations, instant pricing, order tracking, and billing automation. We also provide various technology services, including financing, specialized marketing, lifecycle management, and technical pre- and post-sales professional support.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” or similar expressions, which concern our strategy, plans, projections or intentions, but such words are not the exclusive means of identifying forward-looking statements in this press release. These forward-looking statements relate to matters such as our industry, growth strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. By their nature, forward-looking statements: speak only as of the date they are made; are not statements of historical fact or guarantees of future performance; and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth above and those included in the Company’s Annual Report on Form 10-K filed on March 3, 2026, including in the section entitled “Risk Factors”. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

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Willa McManmon

ir@ingrammicro.com

Source: Ingram Micro Holding Corporation