Ingram Micro Holding Corporation has priced a secondary public offering of 11,000,000 shares of common stock at $25.90 per share, in a transaction under which the company will not receive proceeds. The shares are being sold by Ingram Holdco, LLC, an affiliate of Platinum Equity, LLC, which will receive the net proceeds from the offering.
The transaction also includes a concurrent authorization for Ingram Micro to repurchase 1,000,000 shares from the underwriter at the same per-share price paid to the selling stockholder. Ingram Micro said it expects to finance that repurchase with cash on hand. The company is not offering shares in the secondary transaction itself.
Offering terms and timing
Ingram Holdco has granted the underwriter a 30-day option to purchase as many as an additional 1,650,000 shares at the public offering price, less underwriting discounts and commissions. The option would increase the number of shares sold by the stockholder if exercised, with the selling stockholder receiving the related net proceeds.
- Offering: 11,000,000 shares of Ingram Micro common stock
- Public offering price: $25.90 per share
- Additional-share option: Up to 1,650,000 shares over 30 days
- Concurrent repurchase: 1,000,000 shares by Ingram Micro
- Expected settlement: On or about November 4, 2026, subject to customary closing conditions
The company’s repurchase is conditional on the closing of the offering, among other conditions. The offering itself is not dependent on the completion of the repurchase, creating separate closing conditions for the two elements of the transaction. Goldman Sachs & Co. LLC is serving as the sole underwriter.
Registration and proceeds
The offering is being conducted under an automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission. Ingram Micro said the registration statement, including the prospectus, is effective, and that the offering is being made through a prospectus supplement and the accompanying prospectus.
| Transaction element | Shares | Price or proceeds recipient |
|---|---|---|
| Secondary offering | 11,000,000 | $25.90 per share; net proceeds to Ingram Holdco |
| Underwriter option | Up to 1,650,000 | $25.90 per share, less underwriting discounts and commissions |
| Company repurchase | 1,000,000 | Ingram Micro to fund with cash on hand |
Because the shares in the offering are being sold by Ingram Holdco rather than issued by Ingram Micro, the distributor will not receive capital from the secondary sale. The separate repurchase is authorized at a price equal to the amount per share paid by the underwriter to the selling stockholder, and the underwriter will not receive compensation for that repurchase. The offering remains subject to customary closing conditions and is expected to settle and close on or about November 4, 2026.
