Ingram Micro Holding Corporation filed a Form 8-K with the SEC on September 10, 2026, disclosing an underwriting agreement dated September 8, 2026, for a secondary offering of 13,125,000 shares of common stock by its selling stockholder, alongside a concurrent stock repurchase by the company.

Key Highlights

  • Secondary offering size: Ingram Holdco, LLC agreed to sell 13,125,000 shares of common stock to Goldman Sachs & Co. LLC as underwriter.
  • Overallotment option: The underwriter received a 30-day option to purchase up to an additional 1,968,750 shares from the selling stockholder.
  • Stock repurchase: The company repurchased 625,000 shares of common stock from the underwriter as part of the offering, under its existing $175 million stock repurchase program.
  • Remaining repurchase capacity: Upon completion of the stock repurchase, $53,007,500 of capacity will remain under the existing program, according to the filing.
  • Proceeds: The selling stockholder received all net proceeds from the offering; the company bore offering costs other than underwriting discounts and commissions.
  • Registration: The offering was made pursuant to a prospectus supplement dated September 8, 2026, to the prospectus dated May 5, 2026, under an automatic shelf registration statement on Form S-3 (File No. 333-295556).

Ingram Micro Secondary Offering and Concurrent Repurchase Details

According to the filing, on September 8, 2026, Ingram Micro Holding Corporation (NYSE:INGM) entered into an underwriting agreement with Ingram Holdco, LLC, identified as the selling stockholder, and Goldman Sachs & Co. LLC, acting as underwriter. Under the agreement, the selling stockholder agreed to sell 13,125,000 shares of the company's common stock, par value $0.01 per share, to the underwriter. The company also granted the underwriter a 30-day option to purchase up to an additional 1,968,750 shares from the selling stockholder.

The filing disclosed that the company repurchased 625,000 shares of common stock from the underwriter as part of the offering, describing this as the "Stock Repurchase." The filing stated that this repurchase is part of the company's existing $175 million stock repurchase program and that, upon its completion, $53,007,500 of capacity will remain under that program. The filing further noted that the underwriter will not receive any underwriting fees for the shares repurchased by the company.

The filing specified that the selling stockholder received all net proceeds from the offering, while the company bore costs associated with the sale of shares other than underwriting discounts and commissions. The underwriting agreement includes, according to the filing, "customary representations, warranties and covenants by the Company and the Selling Stockholder, indemnification and contribution obligations by each of the parties." The filing was signed by Augusto Aragone, Executive Vice President, Secretary and General Counsel of Ingram Micro Holding Corporation.

What Was Disclosed

Ingram Micro Holding Corporation disclosed an underwriting agreement for a secondary offering of 13,125,000 shares by Ingram Holdco, LLC, a concurrent repurchase of 625,000 shares by the company, and the resulting remaining capacity of $53,007,500 under its $175 million stock repurchase program.