FALSE000189776200018977622026-03-052026-03-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 5, 2026
INGRAM MICRO HOLDING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware | 001-42384 | 86-2249729 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
3351 Michelson Drive, Suite 100, Irvine, CA 92612
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (714) 566-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.01 Par Value | | INGM | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On March 5, 2026, Ingram Micro Holding Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Ingram Holdco, LLC (the “Selling Stockholder”), Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (collectively, the “Underwriting Representatives”) on their own behalf and as representatives of the other underwriters listed on Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Selling Stockholder agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholder, subject to and upon the terms and conditions set forth therein, an aggregate of 8,988,764 shares (the “Shares”) of common stock, par value $0.01 per share of the Company (“Common Stock” and such sale and purchase, the “Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,348,314 shares of Common Stock from the Selling Stockholder.
The Selling Stockholder received all of the net proceeds from the Offering, and the Company bore the costs associated with the sale of the Shares other than underwriting discounts and commissions.
The Offering was made pursuant to a prospectus supplement, dated March 5, 2026, to the prospectus dated November 12, 2025, which was included in the Company’s shelf registration statement on Form S-3 (File No. 333-291469), filed with the Securities and Exchange Commission on November 12, 2025, and declared effective on December 3, 2025.
The Underwriting Agreement contains the terms and conditions for the sale by the Selling Stockholder of the Company’s Shares to the Underwriters, customary representations, warranties and covenants by the Company and the Selling Stockholder, indemnification and contribution obligations by each of the parties to the Underwriting Agreement, and other terms and conditions customary in agreements of this type.
The foregoing summary of the material terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Share Repurchase Agreement
On March 5, 2026, the Company entered into a share repurchase agreement (the “Share Repurchase Agreement”) with the Selling Stockholder pursuant to which the Company agreed to separately repurchase directly from the Selling Stockholder an aggregate number of Shares equal to $75 million at the same net price paid to the Selling Stockholder by the Underwriters (the “Share Repurchase”). The Company funded the Share Repurchase with cash on hand. The Share Repurchase was consummated concurrently with the closing of the Offering. Although the Share Repurchase was conditioned upon, among other things, the closing of the Offering, the closing of the Offering was not conditioned upon the closing of the Share Repurchase.
The foregoing summary of the material terms of the Share Repurchase Agreement is qualified in its entirety by the Share Repurchase Agreement, which is attached as Exhibit 1.2 to this Current Report on Form 8-K and incorporated herein by reference.
On March 5, 2026, the Company issued a press release announcing the launch of the Offering and concurrent Share Repurchase, which is filed herewith as Exhibit 99.1 and incorporated by reference herein.
On March 5, 2026, the Company issued a press release announcing the pricing of the Offering and concurrent Share Repurchase, which is filed herewith as Exhibit 99.2 and incorporated by reference herein.
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Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are being filed with this Current Report on Form 8-K:
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Exhibit Number | Description |
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| 1.1 | Underwriting Agreement, dated as of March 5, 2026, by and among the Company, the Selling Stockholder and Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives for the underwriters named therein. |
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| 1.2 | Share Repurchase Agreement, dated as of March 5, 2026, by and between the Company and the Selling Stockholder. |
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| 5.1 | Opinion of Willkie Farr & Gallagher, LLP. |
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| 5.2 | Consent of Willkie Farr & Gallagher LLP (included as part of Exhibit 5.1). |
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| 99.1 | Press Release of the Company, dated March 5, 2026 announcing the commencement of the secondary offering. |
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| 99.2 | Press Release of the Company, dated March 5, 2026 announcing the pricing of the secondary offering. |
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| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| INGRAM MICRO HOLDING CORPORATION |
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| By: | /s/ Augusto Aragone |
| Name: | Augusto Aragone |
| Title: | Executive Vice President, Secretary and General Counsel |
Date: March 9, 2026
Ingram Micro Holding Corporation Announces Launch of Secondary Offering of $200 Million of Common Stock by its Principal Stockholder and a Concurrent Stock Repurchase
Irvine, California – March 5, 2026 – Ingram Micro Holding Corporation (the “Company”) today announced that Ingram Holdco, LLC, an affiliate of Platinum Equity, LLC (the “Selling Stockholder”), has commenced a secondary offering of $200 million of its common stock (“Common Stock,” and such offering, the “Offering”), pursuant to a shelf registration statement filed with the Securities and Exchange Commission (the “SEC”).
In addition, the Selling Stockholder expects to grant the underwriters a 30-day option to purchase approximately $37.5 million 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 underwriter 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.
Further, the Company announced that it intends to enter into a share repurchase agreement with the Selling Stockholder as part of the secondary public offering, pursuant to which the Company intends to separately repurchase an aggregate number of the Company’s Common Stock equal to at least $50 million directly from the Selling Stockholder at the same net price paid to the Selling Stockholder by the underwriters (the “Share Repurchase”). The Share Repurchase is part of the Company’s existing $100 million share repurchase program. The Company expects to fund the Share Repurchase with cash on hand. The Share Repurchase is expected to be consummated concurrently with the closing of the Offering. Although the Share Repurchase will be conditioned upon, among other things, the closing of the Offering, the closing of the Offering will not be 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.
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.
Contact
Willa McManmon
ir@ingrammicro.com
Ingram Micro Holding Corporation Announces Pricing of Secondary Offering of Common Stock by its Principal Stockholder.
Irvine, California – March 5, 2026 – 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.
Contact
Willa McManmon
ir@ingrammicro.com
