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Ingram Micro Holding Corporation 8-K Filings

INGM NYSE

Every 8-K that Ingram Micro Holding Corporation (INGM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow INGM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full INGM filings page.

Rhea-AI Summary

Ingram Micro Holding Corp (INGM) reported that its principal stockholder, Ingram Holdco, LLC, entered into an underwriting agreement with Goldman Sachs & Co. LLC for a secondary public offering of 13,125,000 shares of Ingram Micro common stock at $27.25 per share. The selling stockholder granted the underwriter a 30-day option to purchase up to an additional 1,968,750 shares.

The company itself is not selling any shares and will receive no proceeds from the Offering; all net proceeds go to the selling stockholder, while Ingram Micro bears offering costs other than underwriting discounts and commissions. Concurrently, Ingram Micro has authorized a stock repurchase of 625,000 shares from the underwriter, funded with cash on hand and executed at the same price the underwriter pays the selling stockholder. The repurchase is under the existing $175 million stock repurchase program and will leave $53,007,500 of capacity remaining upon completion.

Rhea-AI Summary

Ingram Micro Holding Corporation reported record fiscal second quarter 2026 results, with net sales of $14.5 billion, up 13.6% year-over-year, and net income of $110.9 million, or $0.48 per diluted share. Non-GAAP net income was $191.4 million and non-GAAP diluted EPS was $0.82, both above the high end of guidance.

Growth was broad-based, including strong double-digit sales increases in Asia-Pacific and Latin America, and adjusted EBITDA rose to $355.8 million. The company guided fiscal third quarter 2026 net sales to $13.55–$13.95 billion and non-GAAP diluted EPS to $0.72–$0.82. Operating cash flow was negative $533.2 million and adjusted free cash flow was negative $527.3 million, reflecting heavier inventory investment. An affiliate of Platinum Equity completed a block trade of 5,167,069 shares at $29.03 per share and continues to beneficially own about 76.9% of the common stock. The board declared a quarterly cash dividend of $0.086 per share payable August 25, 2026.

Rhea-AI Summary

Ingram Micro Holding Corporation reported the results of its annual stockholder meeting held on May 13, 2026. Stockholders elected Bryan Kelln, Mary Ann Sigler, Sharon Wienbar, and Eric Worley as directors to serve until the 2029 annual meeting or until successors are elected and qualified.

Stockholders also approved, on an advisory basis, the compensation of the Company’s named executive officers, with 219,651,345 votes for, 904,467 against, and 2,727 abstentions, plus 3,322,053 broker non-votes. In addition, stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026.

Rhea-AI Summary

Ingram Micro Holding Corporation disclosed a secondary public offering of its common stock by principal stockholder Ingram Holdco, LLC. The selling stockholder is offering 12,740,384 shares at $26.00 per share, with underwriters holding a 30‑day option for up to 1,730,769 additional shares. The selling stockholder will receive all net proceeds, while the company is not issuing new shares and will not receive offering proceeds. In connection with the deal, the company has authorized a concurrent $30 million share repurchase from the underwriters under its existing $175 million repurchase program, leaving $70 million of capacity after completion. The repurchase will be funded with cash on hand and is expected to close concurrently with the offering, subject to customary conditions.

Rhea-AI Summary

Ingram Micro Holding Corporation reported strong fiscal first quarter 2026 results, with net sales of $14.0 billion, up 13.7% year-over-year, and gross profit of $926.0 million. GAAP net income rose to $98.9 million and non-GAAP net income to $175.5 million, with diluted EPS of $0.42 and non-GAAP diluted EPS of $0.75.

Performance was supported by double-digit net sales growth across all regions and a 13.9% increase in adjusted EBITDA to $331.2 million, although gross margin edged down to 6.63% on a mix shift toward lower-margin AI infrastructure. Cash used in operations widened to $977.9 million, reflecting larger working capital investments.

The board declared a quarterly dividend of $0.084 per share, up 2.4% sequentially and 10.5% year-over-year. It also expanded the stock repurchase program tied to secondary offerings by Platinum Equity affiliates from $100 million to $175 million; after a $75 million repurchase at $21.36 per share in March, $100 million remains available. For fiscal second quarter 2026, the company guides to net sales of $13.6–$14.0 billion and non-GAAP diluted EPS of $0.68–$0.78.

Rhea-AI Summary

Ingram Micro Holding Corporation’s principal stockholder, Ingram Holdco, LLC, launched and priced a secondary public offering of 8,988,764 shares of common stock at $22.25 per share. The selling stockholder, not the Company, will receive all proceeds, and has granted underwriters a 30‑day option to buy up to an additional 1,348,314 shares.

Separately, Ingram Micro entered into a share repurchase agreement to buy $75 million of its common stock directly from the selling stockholder at the same net price paid by the underwriters. The repurchase, funded with cash on hand and under the existing $100 million program, is expected to close concurrently with the offering, subject to customary conditions.

Rhea-AI Summary

Ingram Micro Holding Corporation reported strong fourth-quarter and full-year 2025 results with solid growth and cash generation. Net sales for 2025 were $52.6 billion, up 9.5% from 2024, while net income rose 24.1% to $327.9 million. Diluted EPS increased to $1.39 from $1.18, and non-GAAP diluted EPS reached $2.90, up from $2.79.

In the fiscal fourth quarter, net sales were $14.9 billion, up 11.5% year over year, with GAAP diluted EPS of $0.51 and non-GAAP diluted EPS of $0.96, above the high end of guidance. Cash provided by operations for 2025 was $916.1 million, and adjusted free cash flow was $1.10 billion.

The company’s board declared a cash dividend of $0.082 per share, payable on March 24, 2026, and authorized a share repurchase plan of up to $100 million. In February 2026, Ingram Micro voluntarily repaid an additional $200 million of principal on its senior secured term loan facility. For the first quarter of 2026, the company projects net sales of $12.45–$12.80 billion and non-GAAP diluted EPS of $0.67–$0.75, implying a 10%–23% year-over-year increase.

Rhea-AI Summary

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.

Rhea-AI Summary

Ingram Micro Holding Corporation (NYSE: INGM) has filed a Form 8-K to disclose a ransomware incident affecting certain internal systems. The company detected the malware on 5 July 2025, immediately isolated impacted environments by taking some systems offline, and engaged leading cybersecurity experts to assist in investigation and remediation. Law-enforcement authorities have also been notified. A press release with additional details is attached as Exhibit 99.1.

The company states it is “working diligently to restore the affected systems so that it can process and ship orders,” indicating that normal order-processing activities are currently constrained. No further information regarding scope of data exposure, duration of disruption, or potential financial impact is provided in the filing. Forward-looking-statement language cautions investors that actual outcomes may differ materially from current expectations and directs readers to the Risk Factors sections of the company’s periodic reports.

Key takeaways for investors:

  • The cyberattack constitutes a material event under Item 8.01 (Other Events) and could temporarily impair operations.
  • Management responded quickly, implemented mitigation measures, and involved third-party cybersecurity specialists.
  • Financial impact, customer data exposure, and timeline for full restoration are not yet disclosed.
Rhea-AI Summary

Ingram Micro Holding (NYSE: INGM) filed a Form 8-K to report that subsidiary Ingram Micro Inc. executed Amendment No. 4 to its Term Loan Credit Agreement originally dated July 2 2021. The amendment, signed on June 17 2025, reduces the interest margin by 50 basis points. Term loans will now bear interest, at the borrower’s option, at either (i) adjusted Term SOFR + 225 bps or (ii) the base rate + 125 bps.

All other key provisions—including maturity, covenants, lender group, and administrative agent (JPMorgan Chase Bank, N.A.)—remain unchanged. Although the filing does not disclose the outstanding principal balance, the lower spread should decrease future cash interest expense and slightly improve earnings and liquidity. No new debt was incurred, and no additional material corporate actions, risk factors, or legal proceedings were disclosed.