Ingram Micro Holding Corp 8-K

What Happened

• On March 5, 2026, Ingram Micro Holding Corp filed an 8-K disclosing a secondary offering and a concurrent share repurchase. Ingram Holdco, LLC (the Selling Stockholder) sold 8,988,764 shares of the Company's common stock to underwriters led by Morgan Stanley, Goldman Sachs and J.P. Morgan. The Underwriters received a 30‑day option to buy up to an additional 1,348,314 shares.
• Concurrently, the Company entered a Share Repurchase Agreement to buy from the Selling Stockholder $75 million worth of shares at the same net price paid by the Underwriters. The repurchase was funded with cash on hand and was completed at the closing of the Offering. The Selling Stockholder received all net proceeds from the Offering; the Company paid transaction-related costs other than underwriting discounts and commissions.
• The Offering was made under a prospectus supplement dated March 5, 2026 to the Company’s shelf registration on Form S-3 (file no. 333-291469).

Key Details

• Shares sold by Selling Stockholder: 8,988,764 common shares.
• Underwriter option: 30 days to purchase up to 1,348,314 additional shares.
• Company repurchase: $75 million of shares repurchased concurrently, funded with cash on hand.
• Lead underwriting firms: Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC. Press releases announcing the offering and pricing were issued March 5, 2026.

Why It Matters

• This was a secondary sale by a major shareholder (Ingram Holdco, LLC), so the Company did not receive the Offering proceeds; the Selling Stockholder did. However, the Company repurchased $75M of shares concurrently, which may reduce shares outstanding relative to the number sold to the market.
• The transaction details (size of offering, underwriter option, and the repurchase) are important for shareholders tracking changes in share float, ownership concentrations, and potential near-term effects on supply/demand for the stock. The Company used cash on hand for the repurchase and bore certain transaction costs as disclosed.