What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-03 compared with 2025-03-05 · 303 added, 346 removed, 1011 unchanged (39% of the section changed)

5 unchanged sentences

Consolidated Statements of Income for Fiscal Year ended December 2 7 , 202 5 , Fiscal Year ended December 28, 2024 , and Fiscal Year ended December 30, 2023

Consolidated Statements of Comprehensive (Loss) Income for Fiscal Year ended December 28, 2024, Fiscal Year ended December 30, 2023, and Fiscal Year ended December 31, 2022

Consolidated Statements of Comprehensive Income (Loss) for Fiscal Year ended December 27, 2025, Fiscal Year ended December 28, 2024, and Fiscal Year ended December 30, 2023

Consolidated Statements of Stockholders’ Equity for Fiscal Year ended December 2 7 , 202 5 , Fiscal Year ended December 28, 2024 , and Fiscal Year ended December 30, 2023

5 unchanged sentences

To the Board of Directors and Stockholders of Ingram Micro Holding Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Ingram Micro Holding Corporation and its subsidiaries (the "Company") as of December 28, 2024 and December 30, 2023, and the related consolidated statements of income, of comprehensive (loss) income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 28, 2024, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 28, 2024, appearing under Item 8 (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Ingram Micro Holding Corporation and its subsidiaries (the "Company") as of December 27, 2025 and December 28, 2024, and the related consolidated statements of income, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 27, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 27, 2025 listed in the accompanying index (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 27, 2025 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to the Company not designing and maintaining effective controls over segregation of duties related to manual journal entries for certain entities within one of the financial systems relevant to the preparation of the Company's financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness referred to above is described in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management's report referred to above.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

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Stockholders’ equity:

Class A Common Stock, par value $ 0.01 , no shares authorized, issued and outstanding at December 28, 2024;

and 251,015,810 shares authorized and 220,742,854 shares issued and outstanding at December 30, 2023

Class B Common Stock, par value $ 0.01 , no shares authorized, issued and outstanding at December 28, 2024;

2,510,158 shares authorized and 1,657,146 shares issued and outstanding at December 30, 2023

Common Stock, par value $ 0.01 , 2,000,000,000 shares authorized and 234,825,581 issued and outstanding at December 28, 2024;

and no shares authorized, issued and outstanding at December 30, 2023

Common Stock, par value $ 0.01 , 2,000,000,000 shares authorized at December 27, 2025 and December 28, 2024, and 235,073,327 and 234,825,581 shares issued and outstanding at December 27, 2025 and December 28, 2024, respectively

Additional paid-in capital 2,921,952 2,903,842

12 unchanged sentences

Gross profit 3,503,971 3,444,945 3,547,137

Operating expenses (income):

Operating expenses:

Selling, general and administrative 2,611,611 2,588,668 2,583,993

Merger-related costs — — 1,910

Restructuring costs 15,432 38,354 18,797

Gain on CLS Sale — — ( 2,283,820 )

Total operating expenses 2,627,043 2,627,022 2,602,790

13 unchanged sentences

INGRAM MICRO HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Amounts in thousands)

2 unchanged sentences

Net income $ 327,882 $ 264,222 $ 352,712

Other comprehensive (loss) income, net of tax

Other comprehensive income (loss), net of tax

Foreign currency translation adjustment 246,499 ( 277,541 ) 103,596

Other — ( 686 ) 2,375

Other comprehensive (loss) income, net of tax ( 278,227 ) 105,971 ( 276,153 )

Comprehensive (loss) income $ ( 14,005 ) $ 458,683 $ 2,118,336

Other comprehensive income (loss), net of tax 246,499 ( 278,227 ) 105,971

Comprehensive income (loss) $ 574,381 $ ( 14,005 ) $ 458,683

See accompanying notes to these consolidated financial statements.

6 unchanged sentences

Shares Amount Shares Amount Shares Amount

Balance at January 1, 2022 220,726,568 $ 2,207 1,657,146 $ 17 — $ 2,655,776 $ 96,734 $ ( 61,305 ) $ 2,693,429

Balance at December 31, 2022 220,742,854 $ 2,207 1,657,146 $ 17 — $ — $ 2,655,776 $ 737,526 $ ( 337,458 ) $ 3,058,068

Dividends declared — — — — — — — ( 10,462 ) — ( 10,462 )

1 unchanged sentence

Foreign currency translation adjustment — — — — — — — — 103,596 103,596

Issuance of Class A Shares 16,286 — — — — — — — — —

Other — — — — — — — — 2,375 2,375

2 unchanged sentences

— — — — — — — 264,222 — 264,222

Conversion of Class A and Class B Common Stock to Common Stock ( 220,742,854 ) ( 2,207 ) ( 1,657,146 ) ( 17 ) 222,400,000 2,224 — — — —

Issuance of Common Stock in initial public offering — — — — 11,600,000 116 241,048 — — 241,164

Stock-based compensation expense — — — — — — 34,067 — — 34,067

Issuance of Common Stock on vesting of restricted stock units, net of shares withheld for employee taxes — — — — 825,581 8 ( 14,305 ) — — ( 14,297 )

Foreign currency translation adjustment — — — — — — — — ( 277,541 ) ( 277,541 )

3 unchanged sentences

— — — — — — — 327,882 — 327,882

Conversion of Class A and Class B Common Stock to Common Stock ( 220,742,854 ) ( 2,207 ) ( 1,657,146 ) ( 17 ) 222,400,000 2,224 — — — —

Issuance of Common Stock in initial public offering — — — — 11,600,000 116 241,048 — — 241,164

Stock-based compensation expense — — — — — — 21,117 — — 21,117

1 unchanged sentence

Foreign currency translation adjustment — — — — — — — — 246,499 246,499

— — — — — — ( 12,744 ) — ( 686 ) ( 13,430 )

Balance at December 27, 2025 — $ — — $ — 235,073,327 $ 2,351 $ 2,921,952 $ 1,587,330 $ ( 263,215 ) $ 4,248,418

7 unchanged sentences

Net income $ 327,882 $ 264,222 $ 352,712

Adjustments to reconcile net income to cash provided by (used in) operating activities:

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization 197,186 189,331 184,148

Stock based compensation 21,117 34,067 —

(Gain) loss on marketable securities, net ( 12,233 ) ( 10,941 ) 14,340

Gain on CLS Sale — — ( 2,283,820 )

Gain on sale leaseback of German warehouse — — ( 7,050 )

Gain on marketable securities, net ( 11,713 ) ( 12,233 ) ( 10,941 )

Noncash charges for interest and bond discount amortization 18,852 26,374 31,424

Loss on repayment of term loans 1,927 4,872 10,724

Amortization of operating lease asset 128,935 108,644 101,263

Amortization of lease right-of-use asset 129,031 128,935 108,644

Deferred income taxes ( 28,067 ) ( 14,984 ) ( 55,164 )

(Gain) loss on foreign exchange ( 130 ) 1,989 ( 143,335 )

Loss (gain) on foreign exchange 35,568 ( 130 ) 1,989

Loss on sale of subsidiaries 38,248 — 3,068

Other 2,357 763 6,609

7 unchanged sentences

Accrued expenses and other 80,556 31,204 ( 82,978 )

Cash provided by (used in) operating activities 333,839 58,824 ( 361,109 )

Cash provided by operating activities 916,127 333,839 58,824

Cash flows from investing activities:

1 unchanged sentence

Proceeds from deferred purchase price of factored receivables 313,206 252,199 162,622

Sale (purchase) of marketable securities, net 12,482 955 ( 1,126 )

Issuance of notes receivable ( 12,501 ) ( 57,117 ) —

Proceeds from note receivables 44,612 38,291 —

Proceeds from CLS sale, net of cash sold — 23,977 2,977,825

Proceeds from sale leaseback of German warehouse — — 43,691

Proceeds from sale of subsidiaries 20,000 — 23,977

Proceeds from sale of equity investments 20,805 12,012 —

Other ( 208 ) 1,904 ( 1,652 )

1 unchanged sentence

Cash flows from financing activities:

Payment of contingent consideration related to Imola Mergers — — ( 250,000 )

Dividends paid to shareholders ( 78,376 ) ( 6,174 ) ( 10,462 )

Fiscal Year Fiscal Year Fiscal Year

2024 2023 2022

Change in unremitted cash collections from servicing factored receivables 1,592 ( 11,315 ) ( 18,413 )

Proceeds from issuance of common stock in initial public offering, net of underwriting discounts — 241,164 —

Fiscal Year Fiscal Year Fiscal Year

2025 2024 2023

Repayment of term loans ( 125,000 ) ( 483,100 ) ( 560,000 )

7 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 68,776 ( 78,170 ) 65,183

Cash and cash equivalents classified within held for sale — — 23,729

(Decrease) increase in cash and cash equivalents ( 30,089 ) ( 371,647 ) 92,258

Increase (decrease) in cash and cash equivalents 946,323 ( 30,089 ) ( 371,647 )

Cash and cash equivalents, beginning of year 918,401 948,490 1,320,137

5 unchanged sentences

Supplemental disclosure of non-cash investing and financing information:

Proceeds not yet received from CLS sale $ — $ — $ 23,997

Amounts obtained as a beneficial interest in exchange for transferring trade receivables in factoring arrangements $ 291,385 $ 261,667 $ 171,114

12 unchanged sentences

The use of the term “Platinum” means Platinum Equity, LLC together with its affiliated investment vehicles.

Platinum formed Ingram Micro Holding Corporation on September 28, 2020, and on December 9, 2020, Imola Acquisition Corporation, an investment vehicle of certain private investment funds sponsored and ultimately controlled by Platinum, entered into a definitive agreement with HNA Technology Co., Ltd.

(“HNA Tech”) to acquire 100 % of the share capital of Ingram Micro Inc.

The acquisition was consummated on July 2, 2021.

As part of the acquisition, Imola Merger Corporation (“Escrow Issuer”) merged with and into GCL Investment Management Inc., an affiliate of HNA Tech, which immediately thereafter merged with and into GCL Investment Holdings, Inc., which subsequently and immediately then merged with and into Ingram Micro Inc., with Ingram Micro Inc.

as the surviving entity (collectively, the “Imola Mergers”).

Note 2 — Significant Accounting Policies

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The underwriters were granted a 30-day option to purchase up to an additional 2,790,000 shares of Common Stock from Imola JV Holdings, L.P., the selling stockholder, which was exercised in full and closed on November 4, 2024.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Use of Estimates

4 unchanged sentences

Actual results could differ significantly from these estimates.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Revenue Recognition

1 unchanged sentence

In our distribution services model, we buy, hold title to, and sell technology products and provide services to resellers, referred to subsequently as our customer, while also providing resellers with multi-vendor solutions, integration services, electronic commerce tools, marketing, financing, training and enablement, technical support, and inventory management.

In both Technology Solutions, which consists of Client and Endpoint Solutions and Advanced Solutions, and Cloud, we generally sell products and services to our customers (resellers) based on purchase orders instead of long-term contracts.

In client and endpoint solutions, advanced solutions, and cloud-based solutions, we generally sell products and services to our customers (resellers) based on purchase orders instead of long-term contracts.

Our agreements are generally not subject to minimum purchase requirements.

1 unchanged sentence

Generally, our customers may cancel, delay or modify their purchase orders.

In order to set up an account to trade with us, our customers generally have to accept our terms and conditions of sale which, together with the purchase order, form a binding contract on each individual order to which the purchase order applies.

Our pricing varies and depends on many factors including costs, competitive pressure, availability of inventory, seasonality and vendor promotional programs, among others.

In order to set up an account to trade with us, our customers generally have to accept our standard terms and conditions of sale which, together with the purchase order, form a binding contract on each individual order to which the purchase order applies.

Our pricing varies greatly and depends on many factors including costs, competitive pressure, availability of inventory, seasonality and vendor promotional programs, among others.

We may offer early payment discounts or volume incentive rebates to our customers.

The customer contracts relating to our Other services generally provide for an initial term of three to five years , subject to extension by the mutual agreement of the parties, allow for termination for convenience by either party after the second year and the pricing is fixed by discrete type of service and typically varies depending on the volume of the relevant services.

The customer contracts relating to our Other services generally provide for an initial term of three to five years , subject to extension by the mutual agreement of the parties, allow for termination for convenience by either party generally after the second year and the pricing is fixed by discrete type of service and typically varies depending on the volume of the relevant services.

We do not believe any contract related to our Other services has a material impact on our business or financial condition.

Products are delivered via shipment from our facilities, drop-shipment directly from the vendor, or by electronic delivery of keys for software products.

Products are delivered via shipment from our facilities, drop-shipment directly from our vendors, or by electronic delivery of keys for software products.

We recognize revenue when the control of products is transferred to our customers, which generally happens at the point of shipment or point of delivery.

1 unchanged sentence

Service contracts may be based on a fixed price or on a fixed unit-price per transaction or other objective measure of output.

Additionally, we offer services related to our supply chain management and CloudBlue platform.

Additionally, we offer services related to our supply chain management and platform-as-a-service offerings.

Our fee-based commerce and supply chain services are billed and recognized on a per-item service fee arrangement at the point when the service is provided.

Our CloudBlue platform generates revenue through licensing the right to use the intellectual property (on-premise license), which is recognized at a point in time, providing the right to access (platform as a service), which is recognized over time across the term of the contract, or through our cloud marketplace, which is recognized in the amount of the net fee associated with serving as an agent when the services are provided.

Service revenues represented less than 10% of total net sales for Fiscal Year 2024, Fiscal Year 2023, and Fiscal Year 2022.

Our platform-as-a-service offering generates revenue through licensing the right to use the intellectual property (on-premise license), which is recognized at a point in time, providing the right to access, which is recognized over time across the term of the contract, or through our cloud marketplace, which is recognized in the amount of the net fee associated with serving as an agent when the services are provided.

Service revenues represented less than 10% of total net sales for the periods presented.

Related contract liabilities were not material for the periods presented.

8 unchanged sentences

Amounts recorded within inventory are $ 116,780 and $ 131,298 as of December 27, 2025 and December 28, 2024, respectively.

We also provide volume discounts, early payment discounts, and other discounts to certain customers which are considered variable consideration.

A provision for such discounts is recorded as a reduction of revenue at the time of sale based on an evaluation of the contract terms and historical experience.

INGRAM MICRO HOLDING CORPORATION

1 unchanged sentence

(Amounts in thousands, except share, unit and per share data)

We also provide volume discounts, early payment discounts, and other discounts to certain customers which are considered variable consideration.

A provision for such discounts is recorded as a reduction of revenue at the time of sale based on an evaluation of the contract terms and historical experience.

Practical Expedients

8 unchanged sentences

We sell products purchased from many vendors, but generated approximately 21 %, 19 %, and 16 % of our consolidated net sales in Fiscal Year 2025, Fiscal Year 2024, and Fiscal Year 2023, respectively, from products purchased from Apple Inc.

Additionally, we generated approximately 10 % of our consolidated net sales in Fiscal Year 2024, Fiscal Year 2023, and Fiscal Year 2022 from products purchased from HP Inc.

Additionally, we generated approximately 9 %, 10 %, and 10 % of our consolidated net sales in Fiscal Year 2025, Fiscal Year 2024, and Fiscal Year 2023, respectively, from products purchased from HP Inc.

We also generated approximately 10 %, 7 %, and 7 % of our consolidated net sales during the Fiscal Year 2025, Fiscal Year 2024 and Fiscal Year 2023, respectively, from products purchased from Lenovo.

There were no other vendors whose products represented 10% or more of our net sales for the aforementioned periods.

21 unchanged sentences

(Amounts in thousands, except share, unit and per share data)

Book Overdrafts

Book overdrafts of $ 416,799 and $ 544,029 as of December 27, 2025 and December 28, 2024, respectively, represent checks issued on disbursement bank accounts but not yet paid by such banks.

19 unchanged sentences

At December 27, 2025 and December 28, 2024, we recorded unremitted cash within accrued expenses and other of $ 6,618 and $ 4,497 , respectively.

In December 2025, we amended certain factoring programs in EMEA to remove the DPP on receivables sold in the future.

At December 27, 2025 and December 28, 2024, we had a total of $ 936,934 and $ 737,302 , respectively, of trade accounts receivable sold to and held by financial institutions under these programs.

12 unchanged sentences

The following table is a rollforward of our outstanding obligations under our supplier finance programs:

Fiscal Year 2024

Fiscal Year 2025 Fiscal Year 2024

Obligations outstanding at the beginning of the year $ 2,392,755 $ 2,373,913

42 unchanged sentences

Software and developed technology 4,118 ( 1,630 ) 2,488 70,000 ( 30,625 ) 39,375

Others 7,330 ( 7,330 ) — 7,590 ( 7,590 ) —

Other 40,510 ( 9,765 ) 30,745 7,330 ( 7,330 ) —

$ 1,079,331 $ ( 367,522 ) $ 711,809 $ 1,078,842 $ ( 306,271 ) $ 772,571

8 unchanged sentences

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in an acquisition and is reviewed annually for potential impairment, or when circumstances warrant.

Goodwill at December 28, 2024 primarily represents the excess of the consideration paid over the fair value of net assets acquired in connection with the Imola Mergers.

Goodwill at December 27, 2025 primarily represents the excess of the consideration paid over the fair value of net assets acquired in connection with Platinum’s acquisition of the Company.

INGRAM MICRO HOLDING CORPORATION

11 unchanged sentences

Based on the valuations prepared, we determined that the estimated fair values of our reporting units were greater than their carrying values and no impairment of goodwill was identified in either period.

In Fiscal Year 2024 and Fiscal Year 2023 we performed a qualitative analysis of goodwill for our Asia-Pacific and Latin America regions.

No goodwill impairment was recorded during any of the periods presented herein based on the result of the procedures performed.

In Fiscal Year 2024 and Fiscal Year 2023 , we performed a qualitative analysis of goodwill for our Asia-Pacific and Latin America regions and in Fiscal Year 2025 we performed a qualitative analysis for all of our regions .

No goodwill impairment was recorded during Fiscal Year 2025, Fiscal Year 2024 or Fiscal Year 2023 based on the results of the procedures performed.

The changes in the carrying amount of goodwill are as follows:

14 unchanged sentences

For amounts currently recorded on the Consolidated Balance Sheets, see Note 13, “Fair Value Measurements”.

In connection with the acquisition by Platinum, part of the consideration for the share capital of Ingram Micro included additional payments, not to exceed $ 325,000 in the aggregate, on the achievement by Ingram Micro and its subsidiaries of certain adjusted EBITDA targets for Fiscal Years 2021, 2022, and 2023.

Based upon adjusted EBITDA achieved following the Imola Mergers through January 1, 2022, this contingent consideration of $ 325,000 was fully earned in its entirety and was paid to HNA Tech on April 11, 2022.

In addition to earn-outs, we may be required to make additional payments associated with holdbacks in accordance with the applicable acquisition purchase agreement.

Holdbacks are accrued for at the time of acquisition and cash outflows are recorded as additional purchase price at the time of payment.

INGRAM MICRO HOLDING CORPORATION

1 unchanged sentence

(Amounts in thousands, except share, unit and per share data)

In addition to earn-outs, we may be required to make additional payments associated with holdbacks in accordance with the applicable acquisition purchase agreement.

Holdbacks are accrued for at the time of acquisition and cash outflows are recorded as additional purchase price at the time of payment.

Concentration of Credit Risk

43 unchanged sentences

Diluted earnings per common share $ 1.39 $ 1.18 $ 1.59

There were no anti-dilutive securities for Fiscal Year 2024, Fiscal Year 2023, and Fiscal Year 2022.

Anti-dilutive shares excluded from diluted earnings per share calculation 133,935 — —

We estimate income taxes in each of the taxing jurisdictions in which we operate.

15 unchanged sentences

Cash-based Compensation

We issue cash awards to certain employees, which include both time-vested and performance-vested awards.

The time-vested cash awards vest over a time period of three years , and the performance-vested cash awards vest upon the achievement of certain performance targets measured after a time period of three years .

Prior to the IPO, we issued cash awards to certain employees, which included both time-vested and performance-vested awards.

The time-vested cash awards vest over three years , and the performance-vested cash awards vest upon the achievement of certain performance targets measured after a time period of three years .

The performance condition for the cash awards for grants to management is based on earnings growth.

12 unchanged sentences

The assumptions used to value our performance vesting restricted stock units were a risk-free interest rate of 3.98 %, an expected volatility of 52.88 %, and a dividend yield of 0.00 %.

Subsequent to the IPO, we began granting equity awards to certain executive employees in lieu of cash-based awards.

E quity awards granted under the 2024 Plan consist of time-vesting restricted stock units and performance-vesting restricted stock units.

The time-vesting restricted stock units vest over three years , and the performance-vesting restricted stock units vest upon the achievement of certain performance targets measured after a time period of three years .

The fair value of each award is determined based on the closing stock price at the date of grant, reduced by the present value of estimated dividends over the vesting period.

We recognize the compensation costs over the requisite service period of the award, which is the vesting term of the outstanding award and we account for forfeitures as they occur.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Participation Plan for Certain Key Employees

8 unchanged sentences

I mmediately prior to the IPO, the Plan was terminated, all participation units were cancelled, and no amounts were paid under the Plan.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Sale of a Substantial Portion of our Commerce & Lifecycle Services ( “ CLS ” ) Business

On December 6, 2021, we entered into a Purchase Agreement with CMA CGM Group to sell a substantial portion of our CLS businesses (“CLS Sale”), which comprises our other services offerings defined as “Other” herein.

The sale included Shipwire and our e-commerce and other forward logistics businesses in North America, Europe, Latin America and Asia-Pacific at an initial cash purchase price of $ 3,000,000 subject to certain adjustments.

On April 4, 2022, we completed the main closing of the sale of most of our CLS business in Europe, U.S., Canada, Peru, Colombia, Chile, and Argentina.

We also closed the sale of our CLS businesses in Australia, India, Mexico and Costa Rica at the end of April 2022, New Zealand at the end of June 2022, and China in November 2022.

These deferred closings of the CLS Sale were all completed between the primary closing date and November 16, 2022.

As a result of the CLS Sale, we recorded a gain of $ 2,283,820 during Fiscal Year 2022, which had an income tax provision of $ 246,450 , or an effective tax rate of 10.8 percentage points.

The CLS Sale effective tax rate is lower than statutory rates primarily due to the gain on sale of European subsidiaries being tax exempt due to the participation exemption in Europe.

Sale Leaseback of German Warehouse

In the second quarter of 2022, we sold one of our warehouses in Germany and leased it back from the buyer for an initial lease term of ten years .

The net proceeds of the sale-leaseback transaction were $ 43,691 and it resulted in a gain of $ 7,050 which is included within SG&A expenses on the Consolidated Statements of Income for Fiscal Year 2022.

Loss on Sale of Subsidiaries

In the third quarter of 2023, we sold our Russian subsidiary, recognizing a loss of $ 3,068 within SG&A expenses and leaving us with no remaining presence in Russia.

During the second quarter of 2025, we committed to plans to sell a group of assets related to our CloudBlue operations and a group of assets related to another non-strategic business in our North American region.

In the second quarter of 2025, as the disposal groups met the criteria to be classified as held for sale in accordance with Accounting Standards Codification (“ASC”) 360 we recognized a write-down loss of $ 43,237 , of which $ 32,757 was recognized within selling, general, and administrative (“SG&A”) expenses and $ 10,480 within cost of sales.

In the third quarter of 2025, we completed the sales and recognized an additional loss of $ 5,491 within SG&A.

Out of Period Correction

As previously disclosed in the second quarter of 2024, we identified fraudulent activity within our India Professional Services business.

In the fourth quarter of 2024, we continued our investigation into the fraudulent activity involving certain of our then-current employees (who have since been terminated or resigned) and a relatively small number of customers of our subsidiary in India.

As a result of our continued investigation, we became aware that certain purchases of professional services were fraudulent due to a lack of evidence confirming delivery of service or any contractual obligation to provide those services and now date back to as early as 2022.

As a result, certain additional amounts were misstated on our Consolidated Statements of Income and on our Consolidated Balance Sheets.

Management has determined that these misstatements were not material to the previously issued consolidated financial statements and the financial statements as of and for Fiscal Year 2024, and therefore, has determined to correct for these additional misstatements in addition to other identified immaterial errors, out of period in the fourth quarter of Fiscal Year 2024.

The incremental misstatements related to the fraudulent activity in India decreased operating income by $ 8,335 , income before income taxes by $ 9,554 , and net income by $ 7,476 and the other identified immaterial errors decreased operating income and income before taxes by $ 4,039 and net income by $ 3,022 resulting in combined decreases to operating income of $ 12,374 , income before income taxes of $ 13,593 , and net income of $ 10,498 .

As previously disclosed in our Annual Report on Form 10-K for Fiscal Year 2024, we identified fraudulent activity within our India Professional Services business which resulted in misstatements on our Consolidated Statements of Income and on our Consolidated Balance Sheets.

Management determined that these misstatements were not material to the previously issued consolidated financial statements and the financial statements as of and for Fiscal Year 2024, and therefore, corrected for these misstatements in addition to other identified immaterial errors, out of period in the fourth quarter of Fiscal Year 2024.

The misstatements related to the fraudulent activity in India decreased operating income by $ 8,335 , income before income taxes by $ 9,554 , and net income by $ 7,476 and the other identified immaterial errors decreased operating income and income before taxes by $ 4,039 and net income by $ 3,022 resulting in combined decreases to operating income of $ 12,374 , income before income taxes of $ 13,593 , and net income of $ 10,498 .

Reclassifications

Certain reclassifications have been made to prior period amounts in the Consolidated Statements of Cash Flows to conform to the current period presentation.

These reclassifications did not have a material impact on previously reported amounts.

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures”, which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis.

This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements.

The adoption of this guidance resulted in additional reportable segment disclosures (see Note 11, “Segment Information”) and did not have a material financial impact on our results of operations, financial position, or liquidity.

New Accounting Standards

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) Improvements to Income Tax Disclosures”, which requires public entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold on an annual basis in order to enhance the transparency and decision usefulness of income tax disclosures.

This update is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the adoption impact that this ASU will have on our income tax disclosures in the notes to our consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740) Improvements to Income Tax Disclosures”, which requires public entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold on an annual basis in order to enhance the transparency and decision usefulness of income tax disclosures.

This update is effective for annual periods beginning after December 15, 2024.

The adoption of this guidance on a prospective basis resulted in additional tax disclosures (see Note 7, “Income Taxes”) and did not have a material financial impact on our results of operations, financial position, or liquidity.

INGRAM MICRO HOLDING CORPORATION

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(Amounts in thousands, except share, unit and per share data)

New Accounting Standards

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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We are currently evaluating the adoption impact that this ASU will have on our consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326)”, which provides a practical expedient in developing reasonable and supportable forecasts where they can assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The am endments are effective for fiscal years beginning after December 15, 2025, and for interim periods within those annual reporting periods.

Early adoption is permitted.

The amendments should be applied prospectively to financial statements issued for reporting periods after the effective date of this ASU.

The adoption of this ASU will not have a material impact on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40)” which amends guidance related to the accounting for internal-use software development costs.

The amendments are intended to modernize the recognition and capitalization framework to reflect current software development practices, including iterative and agile methodologies, by removing references to "development stages".

It also clarifies the criteria for capitalization, which begins when both of the following occur:

(1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform its intended function.

The amendments in ASU 2025-06 are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods.

Early adoption is permitted as of the beginning of an annual reporting period.

ASU 2025-06 allows companies to elect one of the following adoption methods to apply its amendments:

a prospective transition approach, a retrospective transition approach, or a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption.

We are currently evaluating the adoption impact that this ASU will have on our consolidated financial statements and related disclosures.

Note 3 — Acquisitions, Goodwill and Intangible Assets

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Earn-outs and Holdbacks

Earn-out liabilities for Fiscal Year 2024 and Fiscal Year 2023 decreased by $ 1,503 to $ 2,888 and increased by $ 84 to $ 4,391 , respectively.

Holdback liabilities for Fiscal Year Ended 2024 and Fiscal Year Ended 2023 decreased by $ 111 to $ 0 and $ 988 to $ 111 , respectively.

Earn-out liabilities for Fiscal Year 2025 and Fiscal Year 2024 decreased by $ 2,888 to $ 0 and decreased by $ 1,503 to $ 2,888 , respectively.

There are no holdback liabilities for the periods presented.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Note 4 — Property and Equipment

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936,799 780,678

Accumulated depreciation ( 337,045 ) ( 247,596 )

Accumulated depreciation and amortization ( 450,078 ) ( 337,045 )

Construction-in-progress 45,175 38,870

Property and equipment, net $ 531,896 $ 482,503

Included in property and equipment are right-of use assets related to finance leases.

Depreciation expense was $ 112,594 , $ 102,453 , and $ 97,145 for Fiscal Year 2025, Fiscal Year 2024, and Fiscal Year 2023, respectively.

Amortization expense on finance leases was $ 5,542 for Fiscal Year 2025.

Note 5 — Leases

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We do not have residual value guarantees associated with our leases.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

The following table includes the components of our rent expense recorded in SG&A expense:

Fiscal Year Fiscal Year

Fiscal Year Fiscal Year Fiscal Year

2025 2024 2023

Operating lease cost $ 129,031 $ 128,935 $ 108,644

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The estimated secured borrowing rates used at the date of adoption for each lease varies in accordance with the term as well as geographical region of the lease.

As of December 28, 2024, annual scheduled lease payments were as follows:

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

As of December 27, 2025, annual scheduled lease payments included in the measurement of operating lease obligations were as follows:

2026 $ 132,266

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Present value of lease liabilities $ 459,362

Finance lease liabilities are recorded as accrued expenses and other current liabilities and other long-term liabilities on the Consolidated Balance Sheets.

The gross amount of the balances recorded related to finance leases is immaterial to the financial statements for the periods presented.

The weighted average remaining term for our leases as of December 27, 2025 and December 28, 2024 was 5.5 years and 5.9 years, respectively.

The weighted average discount rate for our leases as of December 28, 2024 and December 30, 2023 was 6.3 % and 6.1 % , respectively.

The weighted average discount rate for our leases was 6.3 % as of December 27, 2025 and December 28, 2024.

Supplemental cash flow information related to our leases is as follows:

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Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 78,817 $ 113,381 $ 154,925

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Note 6 — Debt

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764,849 885,882

ABL revolving credit facility — 30,000

Revolving trade accounts receivable-backed financing programs 353,100 312,630

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Total long-term debt $ 2,749,781 $ 3,168,280

On April 22, 2021, in anticipation of the acquisition of Ingram Micro by Platinum, Escrow Issuer offered $ 2,000,000 Senior Secured Notes due May 2029 (“2029 Notes”).

On April 22, 2021, in anticipation of the acquisition of Ingram Micro by Platinum, Imola Merger Corporation (“Escrow Issuer”) offered $ 2,000,000 Senior Secured Notes due May 2029 (“2029 Notes”).

Prior to the acquisition, the 2029 Notes were the sole obligation of the Escrow Issuer.

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On July 2, 2021, we recognized $ 1,945,205 net of debt issuance costs of $ 54,795 , associated with the 2029 Notes.

On July 2, 2021, we entered into the Term Loan Credit Facility for $ 2,000,000 , the proceeds of which were also used to, among other things, finance a portion of the acquisition of Ingram Micro by Platinum and repay certain of our existing indebtedness.

We recognized $ 1,920,761 , net of debt issuance costs and discount of $ 59,239 and $ 20,000 , respectively, related to this facility.

The Term Loan Credit Facility had an original maturity of July 2, 2028 and amortizes in equal quarterly installments aggregating to 1.00 % per annum.

In June 2023, we voluntarily prepaid $ 500,000 of our Term Loan Credit Facility over and above normal quarterly installments, which, as a result of this prepayment, are no longer mandatory.

In September 2023, we refinanced our Term Loan Credit Facility, reducing the interest rate spread over SOFR by 50 basis points.

We also amended the aforementioned interest rate cap agreements to reflect the updated notional amount of the Term Loan Credit Facility, with the 5.317 % upper limit on the SOFR interest rate remaining unchanged under the amended interest rate cap agreements.

In September 2024, we refinanced our Term Loan Credit Facility again, reducing the interest rate spread over SOFR by an additional 25 basis points, eliminating the credit-spread adjustments and extending the maturity date to September 19, 2031.

Borrowings under the Term Loan Credit Facility bear interest at a rate per annum equal to, at our option, either (1) the base rate (which is the highest of (a) the then-current federal funds rate set by the Federal Reserve Bank of New York, plus 0.50 %, (b) the prime rate on such day and (c) the one-month SOFR rate published on such date plus 1.00 % and is subject to a 1.50 % floor) plus a margin of 1.75 % or (2) one-, three- or six-month SOFR (subject to a 0.50 % floor) plus a margin of 2.75 %.

In connection with these refinancings, we repaid an incremental $ 50,000 and $ 100,000 in September 2023 and September 2024, respectively, of our Term Loan Credit Facility and in June 2024, we voluntarily repaid an incremental $ 150,000 of our Term Loan Credit Facility.

Upon the closing of the IPO, we used the net proceeds from the offering to repay an additional $ 233,100 of our Term Loan Credit Facility.

As of December 28, 2024 and December 30, 2023, $ 885,882 and $ 1,362,487 , respectively, remained outstanding under the Term Loan Credit Facility.

INGRAM MICRO HOLDING CORPORATION

1 unchanged sentence

(Amounts in thousands, except share, unit and per share data)

On July 2, 2021, we entered into new ABL Credit Facilities providing for senior secured asset-based, multi-currency revolving loans and letter of credit availability in an aggregate amount of up to $ 3,500,000 (the “ABL Revolving Credit Facility”) and a senior secured asset-based term loan facility of $ 500,000 (the “ABL Term Loan Facility”), both of which had contractual maturity dates in July 2026.

We recognized $ 1,920,761 , net of debt issuance costs and discount of $ 59,239 and $ 20,000 , respectively, related to this facility.

The Term Loan Credit Facility had an original maturity of July 2, 2028 and amortized in equal quarterly installments aggregating to 1.00 % per annum.

In June 2023, we voluntarily prepaid $ 500,000 on our Term Loan Credit Facility over and above normal quarterly installments, which, as a result of this prepayment, are no longer mandatory.

In September 2023, we refinanced our Term Loan Credit Facility, reducing the interest rate spread over Secured Overnight Financing Rate (“SOFR”) by 50 basis points.

In September 2024, we refinanced our Term Loan Credit Facility, reducing the interest rate spread over SOFR by 25 basis points, eliminating the credit-spread adjustments and extending the maturity date to September 19, 2031.

In June 2025, we again amended the Term Loan Credit Facility to reduce the interest rate by 50 basis points.

Borrowings under the Term Loan Credit Facility now bear interest at a rate per annum equal to, at our option, either (1) the base rate (which is the highest of (a) the then-current federal funds rate set by the Federal Reserve Bank of New York, plus 0.50 %, (b) the prime rate on such day and (c) the one-month SOFR rate published on such date plus 1.00 % and is subject to a 1.50 % floor) plus a margin of 1.25 % or (2) one-, three- or six-month SOFR (subject to a 0.50 % floor) plus a margin of 2.25 %.

Upon the closing of the IPO, we used the net proceeds from the offering to repay $ 233,100 of debt outstanding under our Term Loan Credit Facility and in March 2025, we voluntarily repaid an incremental $ 125,000 .

As of December 27, 2025 and December 28, 2024, $ 764,849 and $ 885,882 , respectively, remained outstanding under the Term Loan Credit Facility.

On July 2, 2021, we entered into new ABL Credit Facilities (as defined below) providing for senior secured asset-based, multi-currency revolving loans and letter of credit availability in an aggregate amount of up to $ 3,500,000 (the “ABL Revolving Credit Facility”) and a senior secured asset-based term loan facility of $ 500,000 (the “ABL Term Loan Facility”), together with the ABL Revolving Credit Facility, the (“ABL Credit Facilities”), both of which had contractual maturity dates in July 2026.

The ABL Term Loan Facility was repaid fully in April 2022.

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Borrowings under the ABL Revolving Credit Facility bear interest at a rate per annum equal to, at our option, either (1) the base rate plus a margin ranging (based on the availability under the ABL Revolving Credit Facility) from 0.25 % to 0.75 % or (2) SOFR (subject to a 0 % floor) plus a margin ranging (based on the availability under the ABL Revolving Credit Facility) from 1.25 % to 1.75 %.

In September 2024, we amended the ABL Credit Agreement, to amend the ABL Revolving Credit Facility to, among other things, extend the maturity date to September 20, 2029.

As of December 28, 2024 and December 30, 2023, we had borrowings of $ 0 and $ 30,000 , respectively, under our ABL Revolving Credit Facility.

In September 2024, we amended the ABL Revolving Credit Facility to, among other things, extend the maturity date to September 20, 2029.

As of December 27, 2025 and December 28, 2024, we had no borrowings under this facility.

The weighted-average interest rate on the outstanding borrowings under the ABL Revolving Credit Facility, as amended, was 6.2 % and 6.7 % per annum at December 27, 2025 and December 28, 2024, respectively.

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This program, which matures in October 2026, requires certain commitment fees and borrowings incur financing costs based on the local short-term bank indicator rate for the currency in which the drawing is made plus a predetermined margin.

At December 28, 2024 and December 30, 2023, we had borrowings of $ 312,630 and $ 331,920 , respectively, under the European ABS Facility.

The weighted-average interest rate on the outstanding borrowings under the European ABS Facility, as amended, was 4.9 % and 4.4 % per annum at December 28, 2024 and December 30, 2023, respectively.

At December 27, 2025 and December 28, 2024, we had borrowings of $ 353,100 and $ 312,630 , respectively, under this financing program in Europe.

The weighted-average interest rate on the outstanding borrowings under this facility, as amended, was 3.5 % and 4.9 % per annum at December 27, 2025 and December 28, 2024, respectively.

At December 27, 2025, our actual aggregate capacity under our ABL Revolving Credit Facility and other receivable-backed programs was approximately $ 3,940,601 , of which $ 353,100 was used.

Even if we do not borrow or choose not to borrow to the full available capacity of certain programs, most of our trade accounts receivable-backed financing programs are subject to certain restrictions outlined in our ABL Revolving Credit Facility.

These restrictions generally prohibit us from assigning or transferring the underlying eligible receivables as collateral for other financing programs, unless the underlying eligible receivables are sold in conjunction with a dedicated, non-recourse facility.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

We also have additional lines of credit, short-term overdraft facilities and other credit facilities with various financial institutions worldwide, which provide for borrowing capacity aggregating to $ 905,911 at December 27, 2025.

4 unchanged sentences

The issuance of these letters of credit reduces our available capacity under the corresponding agreements by the same amount.

We are subject to certain customary affirmative covenants, including reporting and cash management requirements, and certain customary negative covenants that limit our and our subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain indebtedness, to pay dividends or other distributions in respect of our and our subsidiaries’ equity interests and to engage in transactions with affiliates.

At December 28, 2024 and December 30, 2023 we were in compliance with all covenants and other requirements in all of our debt arrangements.

We are subject to certain customary affirmative covenants, including reporting and cash management requirements, and certain customary negative covenants that limit our and our subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain indebtedness, to pay dividends or other distributions in res pect of our and our subsidiaries’ equity interests and to engage in transactions with affiliates.

At December 27, 2025 and December 28, 2024, we were in compliance with all covenants or other requirements in all of our debt arrangements .

Note 7 — Income Taxes

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The Company has made an accounting policy election to treat Global Intangible Low Tax Income (“GILTI”) as a current year tax expense in the period in which it is incurred.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

The components of income before income taxes consist of the following:

16 unchanged sentences

Provision for income taxes $ 202,872 $ 181,644 $ 169,789

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

We adopted ASU 2023-09 "Income Taxes (Topic 740):

Improvements To Income Tax Disclosures" on a prospective basis beginning with Fiscal Year 2025.

The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S.

federal statutory tax expense and tax rate to our actual global tax expense and effective tax rate for Fiscal Year 2025:

Amount Percentage

federal statutory tax $ 111,458 21.0 %

State and local income tax, net of federal income tax effect (1) 196 0.0 %

Foreign tax effects:

Changes in valuation allowances 14,598 2.7 %

Other 4,010 0.7 %

Withholding tax 6,850 1.3 %

Other 5,328 1.0 %

India 6,218 1.2 %

Other foreign jurisdictions 45,109 8.5 %

Effects of cross-border tax laws:

Global intangible low-taxed income (GILTI) 11,520 2.2 %

Subpart F ( 6,073 ) ( 1.1 ) %

Other ( 462 ) ( 0.1 ) %

Research and development tax credits ( 3,261 ) ( 0.6 ) %

Foreign tax credits ( 28,203 ) ( 5.3 ) %

Changes in valuation allowances 28,203 5.3 %

Nontaxable or nondeductible items 6,030 1.1 %

Changes in unrecognized tax benefits 1,351 0.3 %

Income Tax Expense and Effective Tax Rate $ 202,872 38.2 %

(1) The states and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include California, Illinois, New Jersey, and New York.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

The OBBBA includes significant tax-related provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The OBBBA did not have a material impact on our annual effective tax rate in 2025, and we are currently evaluating its potential impact on our consolidated financial statements for future periods.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

The reconciliation of the statutory U.S.

federal income tax rate to our effective tax rate is as follows:

Fiscal Year Fiscal Year Fiscal Year

2024 2023 2022

federal income tax rate to our effective tax rate for years prior to the adoption of ASU 2023-09 is as follows:

Fiscal Year Fiscal Year

statutory rate 21.0 % 21.0 %

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Effect of change in valuation allowances 0.7 1.2

Effect of the CLS Sale — — ( 8.3 )

Withholding tax 7.1 4.8

1 unchanged sentence

Effective tax rate 40.7 % 32.5 %

The Organization for Economic Co-operation and Development (“OECD”) has announced a framework to implement a global minimum tax of 15%, referred to as Pillar Two.

Certain countries have implemented or are in the process of implementing the Pillar Two legislation, which applied to us beginning in Fiscal Year 2024.

While the implementation of this legislation did not materially impact our consolidated financial statements in Fiscal Year 2024 and we do not currently expect a material impact in the future, we continue to monitor the impact as countries implement legislation and the OECD provides additional guidance.

Many countries have enacted the Organization for Economic Co-operation and Development’s 15% global minimum tax regime effective for us starting in Fiscal Year 2024.

The legislation did not have a material impact on our Fiscal Years 2024 and 2025 effective rates for income taxes or for cash taxes paid, however we continue to monitor developments and evaluate impacts, if any, of these rules on our consolidated financial statements.

Deferred income taxes reflect the tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Net deferred tax assets and liabilities are classified as non-current in the Consolidated Balance Sheets.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Significant components of our net deferred tax assets and liabilities are as follows:

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Net deferred tax assets $ 112,961 $ 76,319

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized.

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A number of different federal and state credits with various expiration dates comprised the remaining $ 12,107 of tax credit carryforwards.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

As of December 27, 2025, the valuation allowance increased by a net of $ 39,911 as compared to December 28, 2024, which was driven primarily by an increase in both U.S.

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The remaining change relates primarily to book operating losses in certain subsidiaries that are currently not expected to be realized through future taxable income in these entities, partially offset by previously reserved amounts that became realizable based on taxable income generated in the current year.

As of December 31, 2022, the valuation allowance increased by a net of $ 24,501 as compared to January 1, 2022, which was driven primarily by an increase in both U.S.

As of December 30, 2023, the valuation allowance increased by a net of $ 28,527 as compared to December 31, 2022, which was driven primarily by an increase in both U.S.

foreign tax credits and associated valuation allowances.

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Gross unrecognized tax benefits at end of the year $ 16,522 $ 15,666 $ 16,785

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

The total amount of gross unrecognized tax benefits is $ 16,522 as of December 27, 2025, substantially all of which would impact the effective tax rate if recognized.

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In our material tax jurisdictions, the statute of limitations is open, in general, for three to five years.

In the U.S., our federal tax returns for the 2019 through 2022 tax years are under audit by the IRS.

It is possible that within the next twelve months, (1) ongoing tax examinations of our U.S.

federal tax returns, individual states, and several of our foreign jurisdictions may be resolved, (2) new tax exams may commence, and (3) other issues may be effectively settled.

In the U.S., we are no longer subject to federal tax examinations for years prior to 2023.

It is possible that within the next twelve months, (1) ongoing tax examinations of several of our states and foreign jurisdictions may be resolved, (2) new tax exams may commence, and (3) other issues may be effectively settled.

However, we do not expect our assessment of unrecognized tax benefits to change significantly over that time.

We adopted ASU 2023-09 on a prospective basis for Fiscal Year 2025 and have included the amounts of income taxes paid below as the result of our adoption:

Federal taxes $ 3,125

State and local taxes ( 260 )

Foreign taxes:

Brazil 28,781

Australia 12,137

United Kingdom 12,014

Netherland 9,904

Other foreign taxes 91,397

Total income taxes paid $ 181,790

INGRAM MICRO HOLDING CORPORATION

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Note 8 – Restructuring Costs

In the third quarter of 2022, we elected to discontinue our operations in Russia, where we had an office that employed engineering and coding resources that supported the operation and maintenance of the Ingram Micro Cloud Marketplace.

As a result, we incurred one-time termination costs of $ 11,377 during Fiscal Year 2022, of which $ 7,141 was recognized within restructuring costs and $ 4,236 was recognized within SG&A expenses on the Consolidated Statements of Income.

In the third quarter of 2023, we sold our Russian subsidiary, recognizing a loss of $ 3,068 within SG&A expenses and leaving us with no remaining presence in Russia.

In Fiscal Year 2023, as a result of changing global and local market conditions, we initiated a global restructuring plan which resulted in organizational and staffing changes, including a headcount reduction of 628 employees, primarily in our North American segment.

As a result of these actions, we incurred restructuring charges of $ 18,797 in Fiscal Year 2023.

We took further actions in the first quarter of 2024.

Further, in the fourth quarter of 2024, we took actions to enhance organizational efficiency and strengthen customer service capabilities to better position us for long-term, sustainable growth, which included organizational and staffing changes as well as headcount reductions of 1,056 employees, inclusive of the actions taken in the first quarter of 2024.

We anticipate additional charges in the range of $ 4 million and $ 7 million in the first quarter of 2025 in connection with the continuance of this restructuring plan.

A summary of the restructuring costs incurred in Fiscal Year 2024 and Fiscal Year 2023, are as follows:

In Fiscal Year 2024, we incurred restructuring charges of $ 38,354 , primarily related to the implementation of further initiatives to enhance organizational efficiency and strengthen customer service capabilities to better position us for long-term, sustainable growth, which included organizational and staffing changes as well as headcount reductions of 1,056 .

Completion of these actions continued into the first half of 2025.

In Fiscal Year 2025, we incurred restructuring costs of $ 15,432 , which included organizational and staffing changes as well as headcount reductions of 375 .

These charges related to our targeted efforts to improve the effectiveness of our organization, primarily focusing on our repair operations in the United States, and in our global finance and IT organizations as well as efforts that began in the fourth quarter of 2024.

These charges also include targeted restructuring actions across certain parts of our North America and EMEA businesses in the third quarter of 2025.

We anticipate additional charges in the range of $ 10 million and $ 16 million in Fiscal Year 2026 in connection with the continuance of these restructuring initiatives.

A summary of the restructuring costs incurred in Fiscal Year 2025, Fiscal Year 2024 and Fiscal Year 2023, are as follows:

Restructuring Costs

4 unchanged sentences

North America

EMEA 15,762 1 15,763

Asia-Pacific 7,029 — 7,029

$ 6,075 $ 1,091 $ 7,166

4,382 611 4,993

2,134 — 2,134

Latin America

Total 1,056 $ 38,063 $ 291 $ 38,354

Restructuring Costs

Employees) Employee

Benefits Facility and

Restructuring

1,139 — 1,139

375 $ 13,730 $ 1,702 $ 15,432

Fiscal Year 2024

4 unchanged sentences

Total 1,056 $ 38,063 $ 291 $ 38,354

The remaining liabilities, which are recorded within accrued expenses and other on our Consolidated Balance Sheets, and activities associated with the aforementioned actions for Fiscal Year 2024 are summarized in the tables below:

Fiscal Year 2023

North America

$ 12,050 $ 3,401 $ 15,451

1,878 18 1,896

1,341 — 1,341

Latin America

628 $ 15,378 $ 3,419 $ 18,797

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Restructuring Liability

8 unchanged sentences

Total $ 12,186 $ 15,432 $ ( 22,240 ) $ 684 $ 6,062

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Restructuring Liability

7 unchanged sentences

Total $ 2,060 $ 38,354 $ ( 27,969 ) $ ( 259 ) $ 12,186

The remaining liability of $ 12,186 will be substantially paid by the first half of 2025.

The remaining liability of $ 6,062 will be substantially paid by the end of 2026.

Note 9 — Commitments and Contingencies

15 unchanged sentences

The total amount related to these assessments and similar tax exposures that are not yet assessed that give rise to a probable risk where a reserve has been established is Brazilian Reais 55,942 ($ 10,095 at December 27, 2025 exchange rates) in principal and associated penalties, interest and fines.

The total amount related to these assessments and similar tax exposures that are not yet assessed that we believe give rise to a reasonably possible loss is Brazilian Reais 843,008 ($ 135,986 at December 28, 2024 exchange rates) in principal and associated penalties, interest and fines.

The total amount related to these assessments and similar tax exposures that are not yet assessed that we believe gives rise to a reasonably possible loss is Brazilian Reais 781,691 ($ 141,064 at December 27, 2025 exchange rates) in principal and associated penalties, interest and fines.

INGRAM MICRO HOLDING CORPORATION

14 unchanged sentences

On November 25, 2024, the Paris Commercial Court issued a decision rejecting the follow-on damages claim in its entirety due to lack of causation and the plaintiff appealed the decision on December 23, 2024.

We are currently evaluating this matter and we do not believe any loss amount is estimable or probable at this time.

We are currently evaluating this matter and cannot currently estimate the probability or amount of any potential loss.

In January 2021, we first learned through external sources that in June 2019, the Court of Additional Chief Metropolitan Magistrate (Special Acts), Central District, Tis Hazari in New Delhi (the “New Delhi Court”) issued a summoning order naming Ingram Micro India Ltd.

4 unchanged sentences

In September 2021, the Company’s subsidiary in Saudi Arabia received a tax assessment for Saudi Riyal 238,152 ($ 63,491 at December 27, 2025 exchange rates) in tax and associated penalties issued by ZATCA (tax and customs authority) asserting that withholding tax was due on payments to non-resident vendors for software distributed to resellers from 2015 through 2020.

We believe the tax assessment gives rise to a reasonably possible loss of Saudi Riyal 159,985 ($ 42,604 at December 28, 2024 exchange rates) in tax and a probable risk of Saudi Riyal 5,466 ($ 1,456 at December 28, 2024 exchange rates) in tax.

In addition, we believe it is possible the tax authorities will assess us for payments to non-resident vendors for software distributed to resellers for the years 2021 through 2024, which gives rise to a reasonably possible loss of Saudi Riyal 395,505 ($ 105,323 at December 28, 2024 exchange rates) in tax and a probable risk of Saudi Riyal 1,632 ($ 435 at December 28, 2024 exchange rates) in tax.

Associated penalties have a remote risk due to the assessments being based on a difference in interpretation of Saudi tax law.

In February 2024 and early April 2024, ZATCA issued new guidelines on taxation of payments for software, which largely appear to no longer assert that withholding tax is due on payments to non-resident vendors for software distributed to resellers.

While we continue to analyze the guidelines it is unclear how ZATCA will utilize the guidelines with respect to the pre-guidelines periods since they are only applicable on a prospective basis;

however, we believe there has been positive development as the new guidelines appear to be largely consistent with the interpretation before the assessments were made.

In May 2024, at our request, the court granted a third 6-month suspension of the case.

In September 2024, we submitted a resolution proposal for the years 2015 through 2020 for Saudi Riyal 5,466 ($ 1,456 at December 28, 2024 exchange rates), which is in alignment with the probable risk listed above.

The proposal creates an indefinite suspension of the case for the duration of the resolution procedure.

We strongly believe that we have administered taxes correctly, that these payments to non-resident vendors for software distributed to resellers are not subject to withholding tax and that we will ultimately prevail in this matter.

Related to the matter discussed in section "Out of Period Correction" within Note 2, "Significant Accounting Policies", we have made voluntary disclosure to the Indian tax authorities, which we and our local advisors believe has mitigated the risk of any potential income tax penalties.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

We may be subject to non-income based tax unasserted claims related to transactions with certain non-U.S.

affiliates and indirect tax related matters.

In July 2025, we reached a settlement agreement with ZATCA related to the 2015 through 2020 tax assessments for approximately $ 1,700 , which we have paid to conclude the matter.

We may be subject to unasserted claims related to non-income based tax and indirect tax related matters.

As of December 27, 2025, the Company is unable to reasonably estimate the possible losses or range of losses, if any, arising from unasserted claims due to a number of factors, including the presence of complex or novel legal theories and the ongoing discovery and development of information important to potential unasserted claims.

1 unchanged sentence

It is possible that the Company’s business, financial condition, results of operations or cash flows could be materially affected in any particular period by the resolution of potential claims.

As is customary in the IT distribution industry, we have arrangements with certain finance companies that provide inventory-financing facilities for our customers.

In conjunction with certain of these arrangements, we have agreements with the finance companies that would require us to repurchase certain inventory that might be repossessed from the customers by the finance companies.

Due to various reasons, including among other items, the lack of information regarding the amount of salable inventory purchased from us that is still on hand with the customer at any point in time, repurchase obligations relating to inventory cannot be reasonably estimated.

Repurchases of inventory by us under these arrangements have been insignificant to date.

We have guarantees to third parties that provide financing to a limited number of our customers.

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The fair value of these guarantees has been recognized as cost of sales on the Consolidated Statements of Income to these customers and is included in accrued expenses and other on the Consolidated Balance Sheets.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Note 10 — Employee Awards

Prior to our IPO, we issued time-vested and performance-vested cash awards to certain employees.

In connection with our IPO, our board of directors adopted, and our stockholders approved, the “2024 Plan” replacing cash awards with equity-based awards.

See section “Accounting for Employee Awards” within Note 2, “Significant Accounting Policies”.

Cash-based Compensation

1 unchanged sentence

Number of Cash

(in thousands)

Non-vested at January 1, 2021 93,325

Non-vested at December 31, 2022 76,721,588

Granted 44,884,625

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We expect this cost to be recognized over a remaining weighted-average period of approximately 0.9 years.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Stock-based Compensation

Activity related to the time vesting restricted stock units granted under the 2024 Plan was as follows:

(in thousands) Weighted-Average Grant Date Fair Value

Awards Weighted-Average Grant Date Fair Value

Non-vested at December 30, 2023 — $ —

2 unchanged sentences

Non-vested at December 28, 2024 1,133,993 22.01

Granted 1,428,244 19.03

Vested ( 388,529 ) 22.03

( 83,400 ) 20.44

Non-vested at December 27, 2025 2,090,308 $ 20.03

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Fiscal Year Fiscal Year

Compensation expense $ 15,673 $ 34,067

Related income tax benefit $ 2,305 $ 3,731

We account for forfeitures as they occur.

During Fiscal Year 2024, there were no forfeitures of awards granted under the 2024 plan.

As of December 27, 2025, the unrecognized compensation costs related to the time vesting restricted stock units was $ 33,113 .

1 unchanged sentence

Activity related to the performance vesting restricted stock units granted under the 2024 Plan was as follows:

(in thousands) Weighted-Average Grant Date Fair Value

Awards Weighted-Average Grant Date Fair Value

Non-vested at December 30, 2023 — $ —

1 unchanged sentence

Non-vested at December 28, 2024 2,467,775 17.42

We have not recognized any compensation costs related to the performance vesting restricted stock units as the performance condition depends on the occurrence of a qualifying event, which is not deemed probable until it occurs (see section “Stock-based Compensation” within Note 2, “Significant Accounting Policies”).

We account for forfeitures as they occur.

During Fiscal Year 2024, there were no forfeitures of time vesting or performance vesting restricted stock units granted under the 2024 plan.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Granted 1,323,874 18.85

Forfeited ( 124,669 ) 17.61

Non-vested at December 27, 2025 3,666,980 $ 17.93

Fiscal Year Fiscal Year

Compensation expense

Related income tax benefit

As of December 27, 2025, the unrecognized compensation costs related to the performance vesting restricted stock units was $ 18,847 .

We expect this cost to be recognized over a remaining weighted-average period of approximately 2.3 years.

We have not recognized any compensation costs related to the performance-vesting restricted stock units issued in connection with the IPO as the performance condition depends on the occurrence of a qualifying event, w hich is not deemed probable until it occurs (see section “Stock-based Compensation” within Note 2, “Significant Accounting Policies”).

Participation Plan for Certain Key Employees

1 unchanged sentence

Number of Units

(in thousands)

Non-vested at January 1, 2021 216,875

Granted 11,039

Forfeited ( 36,200 )

Non-vested at December 31, 2022 191,713,659

7 unchanged sentences

There was no compensation cost recognized for these awards during any periods presented.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Note 11 — Segment Information

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Our CODM utilizes income from operations to analyze and compare year-over-year and budget-to-actual segment-level operational performance and profitability before non-operational items, ensure optimal alignment with our strategic priorities and make strategic decisions concerning resource allocation across our operating segments.

Geographic areas in which we operated our reportable segments during 2024 include North America (the United States and Canada), EMEA (Austria, Belgium, Bosnia and Herzegovina, Bulgaria, Croatia, Czech Republic, Denmark, Egypt, Finland, France, Germany, Hungary, Ireland, Israel, Italy, Kosovo, Lebanon, Luxembourg, Macedonia, Morocco, Netherlands, Norway, Oman, Pakistan, Poland, Portugal, Qatar, Romania, Saudi Arabia, Serbia, Slovenia, Spain, Sweden, Switzerland, Turkey, United Arab Emirates and the United Kingdom), Asia-Pacific (Australia, Bangladesh, the People’s Republic of China including Hong Kong, India, Indonesia, Malaysia, New Zealand, Philippines, Singapore, Sri Lanka, and Thailand), and Latin America (Brazil, Chile, Colombia, Costa Rica, Mexico, Peru, Uruguay and our Latin American export operations in Miami).

We do not allocate stock-based compensation expense or time-vested and performance-vested cash-based compensation recognized to our reportable segments (see Note 10, “Employee Awards”), certain Corporate costs, and the gain from the CLS Sale;

Geographic areas in which we operated our reportable segments during the periods presented include North America (the United States and Canada), EMEA (Austria, Belgium, Bosnia and Herzegovina, Bulgaria, Croatia, Czech Republic, Denmark, Egypt, Finland, France, Germany, Hungary, Ireland, Israel, Italy, Kosovo, Lebanon, Luxembourg, Macedonia, Morocco, Netherlands, Norway, Oman, Pakistan, Poland, Portugal, Qatar, Romania, Saudi Arabia, Serbia, Slovenia, Spain, Sweden, Switzerland, Turkey, United Arab Emirates and the United Kingdom), Asia-Pacific (Australia, Bangladesh, the People’s Republic of China including Hong Kong and Taiwan, India, Indonesia, Malaysia, New Zealand, Philippines, Singapore, Sri Lanka, and Thailand) and Latin America (Brazil, Chile, Colombia, Costa Rica, Mexico, Peru, Uruguay and our Latin American export operations in Miami).

therefore, we are reporting these amounts separately.

Assets by reportable segment are not presented below as our CODM does not review assets by reportable segment.

Financial information by reportable segment is as follows:

INGRAM MICRO HOLDING CORPORATION

1 unchanged sentence

(Amounts in thousands, except share, unit and per share data)

Financial information by reportable segment is as follows:

Fiscal Year Fiscal Year Fiscal Year

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Reconciliation of segment profit to income before income taxes

Gain on CLS Sale $ — $ — $ 2,283,820

Corporate $ ( 16,736 ) $ ( 47,996 ) $ ( 33,320 )

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(a) Other Departmental Operating Expenses consist primarily of professional and outside service costs, lease rental and occupancy costs, repair and maintenance costs as well as other miscellaneous operating expenses.

(b) Costs are primarily related to (i) professional, consulting and integration costs associated with our acquisitions, (ii) consulting, retention and transition costs associated with our reorganization programs charged to selling, general and administrative, or SG&A, expenses.

(b) Costs are primarily related to (i) the loss on sale of CloudBlue and another non-strategic business in our North American region during the Fiscal Year 2025, (ii) professional, consulting and integration costs associated with our acquisitions, and (iii) consulting, retention and transition costs associated with our restructuring programs charged to selling, general and administrative, or SG&A, expenses.

(c) Other segment items consist primarily of management fees and direct management costs which represent costs that are incurred by the North American segment and allocated to the other segments, as well as bad debt/credit/flooring costs, credit card fees and restructuring costs.

3 unchanged sentences

Net sales are attributed to countries based on the location of the originating entity’s registered domicile.

Except for the United States, which is our country of domicile, and India, no other country accounted for 10% or more of net sales for the periods presented.

Except for the United States, which is our country of domicile, China, and India, no other country accounted for 10% or more of net sales for the periods presented.

Fiscal Year Fiscal Year Fiscal Year

1 unchanged sentence

United States $ 18,026,433 34 % $ 16,369,823 34 % $ 17,300,808 36 %

5,908,770 11 4,297,138 9 3,521,373 7

India 5,047,641 10 4,903,734 10 4,571,294 10

Outside of the United States and India 26,710,114 56 26,168,262 54 27,048,235 54

Outside of the United States, China, and India 23,573,419 45 22,412,976 47 22,646,889 47

Total $ 52,556,263 100 % $ 47,983,671 100 % $ 48,040,364 100 %

12 unchanged sentences

Cloud-based Solutions 477,589 1 462,127 1 383,329 1

687,853 1 624,007 1 1,149,701 2

Other 642,718 1 687,853 1 624,007 1

Total $ 52,556,263 100 % $ 47,983,671 100 % $ 48,040,364 100 %

(1) Other net sales consists mainly of revenues associated with our Commerce & Lifecycle Services business, the majority of which was disposed of and sold effective April 4, 2022.

Note 12 — Derivative Financial Instruments

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At December 27, 2025 and December 28, 2024, we had no derivatives that were designated as hedging instruments.

In the first quarter of 2023, we entered into agreements to purchase interest rate caps, which subsequent to the cessation of the London Interbank Offered Rate (“LIBOR”) interest rate on June 30, 2023, established a 5.317 % upper limit on the SOFR interest rate applicable to a substantial portion of the borrowings under our Term Loan Credit Facility through the first quarter of 2025.

These interest rate caps had previously qualified for hedge accounting treatment;

however, in September 2023, we de-designated the interest rate cap in connection with the refinancing of our Term Loan Credit Facility (See Note 6, “Debt”), the impact of which was immaterial.

INGRAM MICRO HOLDING CORPORATION

1 unchanged sentence

(Amounts in thousands, except share, unit and per share data)

In the first quarter of 2023, we entered into agreements to purchase interest rate caps, which established a 5.5 % upper limit on the LIBOR interest rate applicable to a substantial portion of the borrowings under the Term Loan Credit Facility through the first quarter of 2025.

These interest rate cap agreements qualify for hedge accounting treatment and, accordingly, we recorded the fair value of the agreements as an asset and the change in fair value within accumulated other comprehensive loss during the period in which the change occurs.

Due to the cessation of the LIBOR interest rate on June 30, 2023, we amended the interest rate cap agreements during the second quarter of 2023 to establish a 5.317 % upper limit on the SOFR interest rate in order to align with the conversion to a SOFR-based rate for the underlying Term Loan Credit Facility.

We elected to apply the practical expedient under ASU 2020-04 and continued to apply hedge accounting treatment until September 2023, when we dedesignated the interest rate cap in connection with the refinancing of our Term Loan Credit Facility (See Note 6, “Debt”), the impact of which was immaterial.

The notional amounts and fair values of derivative instruments in our Consolidated Balance Sheets are as follows:

6 unchanged sentences

1,265 1,265 12,938 9,616

Other assets:

Interest rate cap — 275,193 — 177

Accrued expenses and other:

7 unchanged sentences

Derivative instruments not qualifying as cash flow hedges:

Net loss (gain) recognized in earnings Net foreign currency exchange loss

Net (gain) loss recognized in earnings

Net foreign currency exchange (gain) loss

$ ( 34,664 ) $ 2,884 $ 43,096

3 unchanged sentences

Gain reclassified from accumulated other comprehensive income to interest expense Interest expense ( 171 ) ( 686 ) ( 349 )

( 686 ) ( 349 ) —

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

There were no material gain or loss amounts excluded from the assessment of effectiveness.

6 unchanged sentences

and Level 3 — unobservable inputs that are not corroborated by market data.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

As of December 27, 2025, our assets and liabilities measured at fair value on a recurring basis are categorized in the table below:

5 unchanged sentences

Derivative liabilities $ 6,692 $ — $ 6,692 $ —

Contingent consideration 2,888 — — 2,888

Total liabilities at fair value $ 6,692 $ — $ 6,692 $ —

3 unchanged sentences

Derivative assets $ 22,126 $ — $ 22,126 $ —

Interest rate cap 884 — 884 —

Investments held in Rabbi Trust 93,770 93,770 — —

4 unchanged sentences

The fair value of the cash equivalents approximated its carrying value and the gain or loss on the marketable trading securities was recognized in the Consolidated Statements of Income to reflect these investments at fair value.

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Our senior secured notes due in 2029 and Term Loan Credit Facility are stated at amortized cost, and their respective fair values were determined based on Level 2 criteria.

12 unchanged sentences

$ 2,816,535 $ — $ 2,816,535 $ — $ 2,855,650

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

The carrying amounts of our trade accounts receivable, accounts payable and accrued expenses and other approximate fair value because of the short maturity of these items.

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Amounts accrued for such medical insurance coverage aggre gates to $ 7,908 and $ 6,922 as of December 27, 2025 and December 28, 2024, respectively, and are classified within accrued expenses and other on the Consolidated Balance Sheet.

Note 15 — Stockholders’ Equity

Following our IPO and stock conversion and stock split, our certificate of incorporation authorizes us to issue 2,000,000,000 shares of Common Stock, of which 235,073,327 and 234,825,581 were issued and outstanding as of December 27, 2025 and December 28, 2024, respectively .

Dividends Paid to Stockholders

The following table presents the dividends paid to stockholders for the Thirteen Weeks Ended March 29, 2025, Thirteen Weeks Ended June 28, 2025, Thirteen Weeks Ended September 27, 2025, Thirteen Weeks Ended December 27, 2025 and Fiscal Year 2025, on the Company’s Common Stock, par value $ 0.01 per share ( “Common Stock”):

Period Dividend per Share Dividends Paid

Thirteen Weeks Ended March 29, 2025 $ 0.074 $ 17,377

Thirteen Weeks Ended June 28, 2025 0.076 17,848

Thirteen Weeks Ended September 27, 2025 0.078 18,318

Thirteen Weeks Ended December 27, 2025 0.080 18,806

Fiscal Year 2025 $ 0.308 $ 72,349

We also paid cash dividends of $ 6,027 and $ 6,174 to the Aptec Saudi minority interest stockholders of record in the Fiscal Year 2025 and Fiscal Year 2024, respectively.

INGRAM MICRO HOLDING CORPORATION

1 unchanged sentence

(Amounts in thousands, except share, unit and per share data)

Note 15 — Stockholders’ Equity

Following our IPO and stock conversion and stock split, our certificate of incorporation authorizes us to issue 2,000,000,000 shares of Common Stock, of which 234,825,581 were issued and outstanding as of December 28, 2024.

Dividends Paid to Minority Interest Stockholders

In Fiscal Year 2024, we paid $ 6,174 to the Aptec Saudi minority interest stockholders of record.

In Fiscal Year 2023, we paid $ 9,909 to the Aptec Saudi minority interest stockholders of record, as well as $ 553 to the Aptec Turkey minority interest stockholders of record.

Note 16 — Related Party Transactions

In connection with the Imola Mergers, we entered into a Corporate Advisory Services Agreement (the “CASA”) with Platinum Equity Advisors, LLC (“Platinum Advisors”), an entity affiliated with Platinum, pursuant to which Platinum Advisors provides corporate and advisory services to us.

In connection with Platinum’s acquisition of the Company, we entered into a Corporate Advisory Services Agreement (the “CASA”) with Platinum Equity Advisors, LLC (“Platinum Advisors”), an entity affiliated with Platinum, pursuant to which Platinum Advisors provides corporate and advisory services to us.

Prior to the IPO, we incurred an annual fee of $ 25,000 , plus expenses incurred by Platinum Advisors in rendering such services.

For Fiscal Year 2024, Fiscal Year 2023, and Fiscal Year 2022, we incurred fees and expenses of $ 20,679 , $ 26,927 , and $51,767, respectively, under the CASA.

For Fiscal Year 2024, and Fiscal Year 2023, we incurred fees and expenses of $ 20,679 , and $ 26,927 , respectively, under the CASA.

These amounts have been included within SG&A expenses within the Consolidated Statements of Income.

Upon completion of the IPO, the CASA was terminated.

Note 17 — Quarterly Information (Unaudited)

In the second quarter of 2024, we identified fraudulent activity within our India Professional Services business involving certain of our then-current employees (which employees were subsequently terminated or resigned) and a relatively small number of customers of our subsidiary in India dating back to 2023.

As part of these activities and the collusion of these former employees and customers, our India Professional Services business hired providers and paid for professional services that were never performed and recognized revenue for the sale of professional services that were never provided by our customers to the end users.

As a result, our net sales and cost of sales, selling, general and administrative expenses, and provision for income taxes were misstated on our Condensed Consolidated Statements of Income, and our accounts receivable, inventory, other assets, accounts payable, and accrued expenses and other were misstated on our Condensed Consolidated Balance Sheets.

We are working to recover amounts paid to such customers and we intend to vigorously pursue all legal remedies available to us.

We will record a benefit when and if any such amounts are deemed probable of recovery.

Management has determined that these misstatements were not material to the previously issued consolidated financial statements as of and for the Thirteen Weeks Ended March 30, 2024.

However, in order to appropriately reflect the impacts of the identified misstatements in the appropriate period, management has determined to revise the financial statements as of and for the Thirteen Weeks Ended March 30, 2024 the next time such financial statements are filed.

All misstatements related to the India Professional Services business are identified as (1) in the tables below.

Additionally, other identified immaterial errors that have been corrected and revised are footnoted with a (2) in the tables below.

The following tables present a summary of the impact of the corrections by financial statement line item:

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

March 30, 2024

As Reported Adjustment As Revised

Condensed Consolidated Balance Sheet:

Trade accounts receivable (1) (2) $ 8,297,613 $ ( 15,301 ) $ 8,282,312

( 18,896 ) (1)

Inventory (1) 4,679,975 ( 3,382 ) 4,676,593

Other current assets (1) 735,795 404 736,199

Total current assets 14,570,960 ( 18,279 ) 14,552,681

Other assets (1) 483,334 4,076 487,410

Total assets $ 17,651,495 $ ( 14,203 ) $ 17,637,292

Accounts payable (1) $ 8,518,159 $ ( 2,504 ) $ 8,515,655

Accrued expenses and other (1) 1,009,487 ( 3,582 ) 1,005,905

Short-term debt and current maturities of long-term debt (2) 351,591 3,595 355,186

Total current liabilities 9,984,654 ( 2,491 ) 9,982,163

Total liabilities 14,618,012 ( 2,491 ) 14,615,521

Retained earnings (1) 1,141,040 ( 11,712 ) 1,129,328

Total stockholder's equity 3,483,483 ( 11,712 ) 3,471,771

Total liabilities and stockholders' equity $ 17,651,495 $ ( 14,203 ) $ 17,637,292

Thirteen Weeks Ended March 30, 2024

As Reported Adjustment As Revised

Condensed Consolidated Statement of Income

Net sales (1) $ 11,345,520 $ ( 10,586 ) $ 11,334,934

Cost of sales (1) 10,506,173 ( 6,177 ) 10,499,996

Gross profit 839,347 ( 4,409 ) 834,938

Selling, general and administrative expenses (1) 640,175 1,977 642,152

Total operating expenses 662,840 1,977 664,817

Income from operations 176,507 ( 6,386 ) 170,121

Income before income taxes 83,067 ( 6,386 ) 76,681

Provision for income taxes (1) 29,140 ( 2,011 ) 27,129

Net income $ 53,927 $ ( 4,375 ) $ 49,552

Basic and diluted earnings per share (3)

$ 0.24 $ ( 0.02 ) $ 0.22

(3) Basic and diluted earnings per share reflects the stock conversion and stock split in connection with the IPO (see section “Stock Conversion and Stock Split” within Note 2, “Significant Accounting Policies”) .

Thirteen Weeks Ended March 30, 2024

As Reported Adjustment As Revised

Condensed Consolidated Statement of Comprehensive Income

Net income (1) $ 53,927 $ ( 4,375 ) $ 49,552

Comprehensive income $ ( 30,143 ) $ ( 4,375 ) $ ( 34,518 )

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Thirteen Weeks Ended March 30, 2024

As Reported Adjustment As Revised As Reported Adjustment As Revised

Retained Earnings Total

Condensed Consolidated Statement of Stockholders ’ Equity:

Balance at December 30, 2023 (1) $ 1,087,113 $ ( 7,337 ) $ 1,079,776 $ 3,513,626 $ ( 7,337 ) $ 3,506,289

Net income (1) 53,927 ( 4,375 ) 49,552 53,927 ( 4,375 ) 49,552

Balance at March 30, 2024 $ 1,141,040 $ ( 11,712 ) $ 1,129,328 $ 3,483,483 $ ( 11,712 ) $ 3,471,771

Thirteen Weeks Ended March 30, 2024

As Reported Adjustment As Revised

Condensed Consolidated Statement of Cash Flow

Cash flows used in operating activities:

Net income (1) $ 53,927 $ ( 4,375 ) $ 49,552

Changes in operating assets and liabilities, net of effects of acquisitions:

Trade accounts receivable (1) (2) 536,150 7,144 543,294

Inventory (1) ( 78,254 ) 2,876 ( 75,378 )

Other assets (1) ( 4,588 ) ( 2,011 ) ( 6,599 )

Accounts payable (1) ( 577,588 ) ( 2,258 ) ( 579,846 )

Accrued expenses and other (1) ( 25,433 ) ( 1,391 ) ( 26,824 )

Cash used in operating activities $ ( 100,251 ) $ ( 15 ) $ ( 100,266 )

Cash flows from financing activities:

Net proceeds from revolving and other credit facilities (2) 22,475 15 22,490

Cash provided by financing activities $ 3,501 $ 15 $ 3,516

The following selected quarterly financial data is being provided in consideration of our 8367.19365 -for- 1 stock split as a result of our IPO as described in the “Initial Public Offering” section presented within Note 2, “Significant Accounting Policies”:

Fiscal Year 2024

Thirteen Weeks Ended March 30, 2024 Thirteen Weeks Ended June 29, 2024 Thirteen Weeks Ended September 28, 2024 Thirteen Weeks Ended December 28, 2024

Net sales $ 11,334,934 $ 11,541,439 $ 11,762,628 $ 13,344,670

Income from operations $ 170,121 $ 181,128 $ 218,174 $ 248,500

Net income $ 49,552 $ 54,585 $ 76,969 $ 83,116

Basic and diluted earnings per share $ 0.22 $ 0.25 $ 0.35 $ 0.36

Fiscal Year 2023

Thirteen Weeks Ended April 1, 2023 Thirteen Weeks Ended July 1, 2023 Thirteen Weeks Ended September 30, 2023 Thirteen Weeks Ended December 30, 2023

Net sales $ 11,569,161 $ 11,526,329 $ 11,925,373 $ 13,019,501

Income from operations $ 194,150 $ 206,860 $ 212,402 $ 330,935

Net income $ 62,551 $ 66,854 $ 86,783 $ 136,524

Basic and diluted earnings per share $ 0.28 $ 0.30 $ 0.39 $ 0.61

INGRAM MICRO HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share, unit and per share data)

Note 17 — Subsequent Events

On March 4, 2025, the Company announced that its board of directors had declared a cash dividend on the Company’s common stock of $ 0.074 per share, payable on March 25, 2025, to stockholders of record as of March 11, 2025.

On February 20, 2026, we voluntarily repaid an incremental $ 200,000 of the principal balance of our Term Loan Credit Facility.

On March 2, 2026, we announced that our board of directors had declared a cash dividend on our common stock of $ 0.082 per share, payable on March 24, 2026, to stockholders of record as of March 10, 2026.

INGRAM MICRO HOLDING CORPORATION

12 unchanged sentences

Fiscal Year 2023 $ 23,424 $ 272,933 $ ( 276,046 ) $ ( 1,395 ) $ 18,916

(*) “Other” includes recoveries, acquisitions, and the effect of fluctuations in foreign currencies.

(*) “Other” includes recoveries, sale of subsidiaries, and the effect of fluctuations in foreign currencies.

(**) The allowance for sales returns liability is shown net of the estimated product returns recorded within inventory, both of which are presented gross on the Consolidated Balance Sheets.

For Fiscal Year 2023 and Fiscal Year 2022, as it relates to the Allowance for sales returns activity, we did not properly present the changes in the account activity for the Charged to Costs and Expenses, Deductions and Other amounts.

For Fiscal Year 2023, the amoun ts related to Charged to Costs and Expenses, Deductions, and Other were previously $ 6,106 , $( 11,073 ) and $ 459 , respectively, and were corrected to $ 272,933 , $( 276,046 ) and $( 1,395 ) , respectively.

For Fiscal Year 2022, the amounts related to Charged to Costs and Expenses, Deductions and Other were previously $ 52,407 , $( 50,117 ) and $ 381 , respectively, and were corrected to $ 274,860 , $( 271,547 ) and $( 642 ) , respectively.

The corrected amounts did not result in a change to the Allowance for sales returns balance for Fiscal Year 2023 or Fiscal Year 2022 and accordingly, management concluded the impact of the correction was not material to the previously issued financial statements or the schedule of valuation and qualifying accounts.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data