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8-K2026-05-07· grok-4-1-fast-non-reasoning

INGM · Ingram Micro Holding Corporation

0001628280-26-032163

SEC filing

Summary

Ingram Micro Holding Corporation entered into an underwriting agreement for the sale of 12,740,384 shares by Ingram Holdco, LLC and concurrently repurchased 1,201,923 shares from underwriters under its existing stock repurchase program.

Key takeaways

Full analysis

Ingram Micro Holding Corporation disclosed entry into a material definitive underwriting agreement dated May 5, 2026, facilitating a secondary offering by principal stockholder Ingram Holdco, LLC, an affiliate of Platinum Equity. The transaction involves the sale of 12,740,384 shares of common stock at a purchase price of $24.96 per share to underwriters, with the full over-allotment option of 1,730,769 additional shares exercised, bringing total shares sold to 14,471,153. Concurrently, the Company executed a share repurchase of 1,201,923 shares directly from the underwriters at the same price, funded by cash on hand and no underwriting compensation applied to these shares. This repurchase consumes approximately $105 million of the Company's existing $175 million authorization, leaving $70 million available. The structure benefits investors by reducing outstanding shares through the repurchase while enabling the Selling Stockholder to monetize its position, with the public offering priced at $26.00 per share. The transaction closes May 7, 2026, subject to customary conditions, and supports capital return objectives without diluting existing shareholders beyond the secondary sale.