Ingram Micro Holding Corporation filed a Form 8-K on November 4, 2026, disclosing an underwriting agreement dated November 2, 2026, under which selling stockholder Ingram Holdco, LLC agreed to sell 11,000,000 shares of common stock to Goldman Sachs & Co. LLC, with the underwriter's 30-day overallotment option for an additional 1,650,000 shares exercised in full on November 3, 2026.

Key Highlights

  • Primary offering size: Ingram Holdco, LLC agreed to sell 11,000,000 shares of common stock, par value $0.01 per share, to Goldman Sachs & Co. LLC as sole underwriter.
  • Overallotment option exercised in full: The underwriter exercised its 30-day option to purchase up to an additional 1,650,000 shares on November 3, 2026, bringing the total offering to 12,650,000 shares.
  • Company stock repurchase: The company repurchased 1,000,000 shares of common stock from the underwriter as part of the offering, drawing on its existing $175 million stock repurchase program.
  • Remaining repurchase capacity: Upon completion of the stock repurchase, the company disclosed it will have $27,251,500 of capacity remaining under the existing repurchase program.
  • Proceeds to selling stockholder: According to the filing, the selling stockholder received all net proceeds from the offering; the company bore costs associated with the sale other than underwriting discounts and commissions.
  • Registration statement: The offering was made pursuant to a prospectus supplement dated November 2, 2026, to the prospectus dated May 5, 2026, included in the company's Form S-3 (File No. 333-295556).

Ingram Micro Secondary Offering and Concurrent Share Repurchase Details

According to the Form 8-K filed with the Securities and Exchange Commission, Ingram Micro Holding Corporation (NYSE:INGM) entered into an underwriting agreement on November 2, 2026, with its selling stockholder, Ingram Holdco, LLC, and Goldman Sachs & Co. LLC as the underwriter. Under the agreement, the selling stockholder agreed to sell 11,000,000 shares of the company's common stock, with the underwriter receiving a 30-day option to purchase up to an additional 1,650,000 shares from the selling stockholder. The filing disclosed that this option was exercised in full on November 3, 2026, bringing the aggregate shares in the offering to 12,650,000.

The filing also disclosed that the company repurchased 1,000,000 shares of common stock from the underwriter as part of the offering. The company stated this repurchase is part of its existing $175 million stock repurchase program, and that upon completion, $27,251,500 of capacity will remain under that program. The filing noted that the underwriter will not receive any underwriting fees for the shares repurchased by the company. No proceeds from the offering flowed to the company; the selling stockholder received all net proceeds.

The offering was conducted pursuant to a prospectus supplement dated November 2, 2026, referencing the company's automatic shelf registration statement on Form S-3 (File No. 333-295556) filed with the SEC on May 5, 2026. The company also issued two press releases on November 2, 2026, announcing the launch and the pricing of the offering and concurrent share repurchase, both incorporated by reference in the filing. The underwriting agreement is attached as Exhibit 1.1 to the current report.

What Was Disclosed

The filing disclosed an underwriting agreement for a secondary offering of up to 12,650,000 shares by selling stockholder Ingram Holdco, LLC, a concurrent 1,000,000-share repurchase by the company, and $27,251,500 in remaining capacity under its $175 million repurchase program.