Ingram Micro (INGM) CEO awarded 168,146 RSUs; shares withheld for tax

Rhea-AI Filing Summary

Ingram Micro Holding Corp Chief Executive Officer Paul D. Bay received a grant of 168,146 restricted stock units on March 4, 2026. These RSUs vest in three equal annual installments from March 4, 2027 through March 4, 2029, with each RSU delivering one share of Common Stock upon vesting.

On March 3, 2026, 13,874 shares of Common Stock were withheld to cover tax obligations from RSUs granted on March 3, 2025; this was not a discretionary trade. As of March 3, 2026, 45,500 shares were held indirectly through the P/R Family Trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bay Paul D

(Last) (First) (Middle)

3351 MICHELSON DRIVE

SUITE 100

(Street)

IRVINE CA 92612-0697

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ingram Micro Holding Corp [ INGM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/03/2026		F		13,874(1)	D	$21.35	442,430	D
Common Stock	03/04/2026		A		168,146(2)	A	$0	610,576	D
Common Stock								45,500	I	By P/R Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to satisfy tax withholding obligations related to the issuance of Common Stock to the Reporting Person upon the vesting of restricted stock units ("RSUs") granted on March 3, 2025, and does not represent a discretionary trade by the Reporting Person.

2. On March 4, 2026, the Reporting Person received a grant of 168,146 RSUs, which vest in three (3) equal annual installments, beginning on March 4, 2027, and ending on March 4, 2029. Each RSU represents the right to receive one (1) share of Common Stock upon vesting of the unit.

	/s/ Augusto Aragone, Attorney-in-Fact	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity award did Ingram Micro (INGM) CEO Paul D. Bay receive?

Paul D. Bay received a grant of 168,146 restricted stock units (RSUs) on March 4, 2026. Each RSU represents the right to receive one share of Ingram Micro Common Stock upon vesting, providing equity-based compensation linked directly to future company performance.

How do the new RSUs for Ingram Micro (INGM) CEO vest over time?

The 168,146 RSUs vest in three equal annual installments starting March 4, 2027 and ending March 4, 2029. Each vesting date delivers shares of Common Stock, spreading the equity compensation over a multi‑year period tied to continued service.

Why were 13,874 Ingram Micro (INGM) shares withheld on March 3, 2026?

On March 3, 2026, 13,874 shares were withheld to satisfy tax obligations from RSUs granted on March 3, 2025. The company notes this tax-withholding disposition does not represent a discretionary trade by Paul D. Bay in the open market.

Does the Form 4 show any discretionary stock sales by Ingram Micro (INGM) CEO?

The filing describes shares withheld to cover tax liabilities related to vesting RSUs and explicitly states this does not represent a discretionary trade. The transactions disclosed involve tax withholding and an RSU grant rather than open-market buying or selling decisions.

What indirect Ingram Micro (INGM) shareholdings are disclosed for Paul D. Bay?

As of March 3, 2026, the filing shows 45,500 shares of Common Stock held indirectly through the P/R Family Trust. This reflects ownership reported as indirect, separate from shares held directly in Paul D. Bay’s own name.

What price per share is associated with the Ingram Micro (INGM) tax-withholding transaction?

The tax-withholding disposition on March 3, 2026 used a price of $21.3500 per share for 13,874 shares. This value is applied to cover the exercise price or tax liability tied to the vesting of previously granted RSUs.