Ingram Micro Holding Corp 8-K

What Happened

• Ingram Micro Holding Corp (INGM) filed an 8-K on May 7, 2026 disclosing that on May 5, 2026 it entered an underwriting agreement for a selling-stockholder secondary offering. Ingram Holdco, LLC agreed to sell 12,740,384 shares of the Company's common stock to the underwriters led by Morgan Stanley, Goldman Sachs and J.P. Morgan. The underwriters’ 30‑day option to buy up to 1,730,769 additional shares was exercised in full, and the Company repurchased 1,201,923 of the shares as part of the transaction.

Key Details

• Offering size: 12,740,384 shares sold by the selling stockholder; an additional 1,730,769‑share option was fully exercised.
• Company repurchase: Ingram Micro repurchased 1,201,923 shares as part of the Offering under its existing $175 million repurchase program; $70 million of repurchase capacity remains.
• Economics: The selling stockholder received all net proceeds from the Offering; the Company paid offering costs (except underwriting discounts and commissions). Underwriters received no underwriting fees for the shares the Company repurchased.
• Filings: The Offering was made via a prospectus supplement dated May 5, 2026 to the Company’s Form S-3 shelf; press releases announcing the launch and pricing were filed as Exhibits 99.1 and 99.2.

Why It Matters

• This is a secondary sale by a major shareholder, so proceeds go to the seller, not the Company, which means no new capital was raised for corporate use.
• The Company’s repurchase of 1.2 million shares reduces shares outstanding and uses part of its $175M buyback authorization (leaving $70M available), which can affect share count and per‑share metrics.
• Investors should note the change in share ownership and potential impact on float and liquidity, while recognizing the company did not receive the Offering proceeds.