INGM CEO updates holdings after RSU tax withholding (Form 4)

Rhea-AI Filing Summary

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.

Insights

Corporate governance analyst

Administrative tax withholding; ownership updated, no open‑market sale.

The Form 4 lists a Code F event, which indicates shares withheld to satisfy tax obligations triggered by RSU vesting. The note clarifies these were not discretionary trades, aligning with standard equity compensation mechanics.

Post‑event holdings are disclosed as 456,304 shares direct and 45,500 indirect via the P/R Family Trust, updating transparency on insider ownership. Actual market impact is typically limited since no shares were sold in an open market transaction.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
10/23/2025

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	10/23/2025		F		23,938(1)	D	$21.56	456,304	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 RSUs and does not represent a discretionary trade by the Reporting Person.

	/s/ Daniel Ricks, Attorney-in-Fact	10/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did INGM's CEO report on this Form 4?

A Code F transaction where 23,938 common shares were withheld at $21.56 to cover taxes upon RSU vesting; it was not a discretionary trade.

How many INGM shares does the reporting person own after the event?

Beneficial ownership is 456,304 shares directly and 45,500 shares indirectly via the P/R Family Trust.

What does Transaction Code F mean for INGM?

Code F indicates shares were withheld to pay taxes related to equity award vesting, rather than an open‑market purchase or sale.

What was the transaction date on the INGM Form 4?

The transaction date was 10/23/2025.

Was the INGM transaction made under a Rule 10b5-1 plan?

The excerpt does not indicate that the Rule 10b5‑1 checkbox was selected.