Ingram Micro Holding Corp. SEC Filings

Ingram Micro Holding Corporation filed a resale shelf for up to 25,500,000 shares of Common Stock that may be sold from time to time by selling stockholders affiliated with Platinum Equity. The company is not selling shares and will not receive proceeds; the selling stockholders will receive the net proceeds, while Ingram Micro will pay offering expenses other than underwriting discounts and commissions.

Shares trade on the NYSE under “INGM.” On November 11, 2025, the last sale price was $21.01 per share. As context, shares outstanding were 235,072,655 as of November 6, 2025. Following a full sale of the registered amount, Platinum would continue to control approximately 78.9% of the voting power as disclosed. The prospectus notes a recently declared cash dividend of $0.08 per share payable November 24, 2025 to holders of record on November 10, 2025; purchasers in this offering will not receive that payment.

The filing highlights Ingram Micro’s “controlled company” status under NYSE rules and outlines associated governance exemptions, as well as risk factors related to potential additional securities offerings, market volatility, and existing internal control remediation efforts referenced from incorporated reports.

Ingram Micro Holding Corporation reported stronger Q3 results. Net sales rose to $12.604 billion from $11.763 billion, lifting gross profit to $869.647 million. Income from operations was $223.513 million. Net income increased to $99.457 million, and diluted EPS reached $0.42 versus $0.35 a year ago.

Growth was broad-based across North America, EMEA, Asia-Pacific, and Latin America. Interest expense declined year over year in the quarter, and the company recorded $3.539 million in restructuring costs. Year to date, net sales were $37.679 billion and net income was $206.472 million.

Operating cash flow for the first nine months was $(644.428) million, reflecting working-capital movements, including lower accounts payable and higher inventory. Total debt was $3.795 billion, including an ABL balance of $355 million; the Term Loan rate was reduced by 50 bps, and $125 million was repaid in March. Stockholders’ equity increased to $4.102 billion. The quarterly dividend was $0.078 per share (YTD $0.228). The company completed sales of certain non-strategic assets and paid approximately $1.7 million to settle Saudi tax assessments.

Ingram Micro Holding Corporation furnished a press release announcing financial results for the thirteen and thirty-nine weeks ended September 27, 2025, and declared a cash dividend. The board approved a $0.08 per share dividend on common stock, payable on November 24, 2025, to stockholders of record as of November 10, 2025. The results release was furnished, not filed, under Item 2.02.

Ingram Micro Holding Corp (INGM) reported an insider transaction on a Form 4. On 10/23/2025, an officer (SVP, Controller & CAO) had an automatic tax withholding transaction coded “F.”

The event involved 910 shares of common stock at a price of $21.56, reflecting shares withheld to satisfy tax obligations upon RSU vesting. The filing notes this was not a discretionary trade by the reporting person.

Following the transaction, the officer beneficially owns 28,406 shares directly.

Ingram Micro Holding Corp (INGM) filed a Form 4 reporting a tax withholding related to RSU vesting. On 10/23/2025, 12,960 shares of Common Stock were withheld under code “F” at a price of $21.56 per share to satisfy tax obligations; this was not a discretionary trade by the reporting person.

Following the transaction, the officer directly beneficially owns 208,558 shares. The reporting person is an Executive VP, Human Resources, and filed individually.

Ingram Micro Holding Corp (INGM) reported an insider transaction on a Form 4. On 10/23/2025, the company’s Executive VP, Secretary & GC disposed of 9,650 shares of Common Stock at $21.56 per share under transaction code F, which indicates shares withheld for taxes upon RSU vesting.

Following this withholding, the reporting person beneficially owns 176,667 shares, held directly. The filing notes this was not a discretionary trade, but shares withheld to satisfy tax obligations related to RSU vesting.

Ingram Micro Holding Corp (INGM) reported an insider transaction by its Executive VP & CFO. On 10/23/2025, 17,975 shares of common stock were withheld at $21.56 under transaction code F, which indicates shares were retained to cover taxes upon RSU vesting. The filing notes this was not a discretionary trade by the officer.

Following the transaction, the officer beneficially owns 241,832 shares directly and 28,250 shares indirectly through the Michael and Erin Zilis Trust.

Ingram Micro Holding Corp (INGM) reported an insider Form 4 for its Chief Executive Officer and Director. On 10/23/2025, the filing shows a Code F transaction where 23,938 shares of common stock were withheld at $21.56 per share to cover taxes upon RSU vesting. The explanation states this was for tax withholding and not a discretionary trade.

Following the transaction, the reporting person beneficially owns 456,304 shares directly and 45,500 shares indirectly through the P/R Family Trust.

Ingram Holdco, LLC reported initial beneficial ownership of 210,952,854 shares of Ingram Micro Holding Corp common stock. The filing states that Imola JV Holdings, L.P. contributed 191,326,531 shares to Ingram Holdco and that 19,626,323 shares are held of record by Imola JV, totaling 210,952,854 shares. The Form 3 names the reporting person as Ingram Holdco, LLC, provides an ownership chain linking Imola JV and multiple Platinum Equity entities to Tom Gores, and indicates these entities and Mr. Gores may be deemed to share beneficial ownership of the reported shares. The date of the event requiring the statement is 08/27/2025 and the form was signed on 08/28/2025.