Ingram Micro Holding Corp 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Page Audited Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) 68 Consolidated Balance Sheets as of December 2 7 , 202 5 and December 28 , 202 4 70 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 71 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 72 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 73 Consolidated Statements of Cash Flows for Fiscal Year ended December 2 7 , 202 5 , Fiscal Year ended December 28, 2024 , and Fiscal Year ended December 30, 2023 74 Notes to Consolidated Financial Statements 76 Schedules to the Audited Consolidated Financial Statements Schedule II – Valuation and Qualifying Accounts 109 67 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Ingram Micro Holding Corporation 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 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. 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. 68 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 The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Distribution Services Revenue Recognition As described in Note 2 to the consolidated financial statements, the Company’s net sales was $52,556 million for the year ended December 27, 2025, of which a significant portion relates to distribution services revenue. In a distribution services model, the Company buys, holds title to, and sells technology products and provides services to resellers, referred to subsequently as customers, while also providing resellers with multi-vendor solutions, integration services, electronic commerce tools, marketing, financing, training and enablement, technical support, and inventory management. Revenue is recognized when the control of products is transferred to customers, which generally happens at the point of shipment or point of delivery. The principal consideration for our determination that performing procedures relating to distribution services revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to distribution services revenue recognition. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process of distribution services revenue. These procedures also included, among others, evaluating, on a test basis, revenue recognized for distribution services transactions by obtaining and inspecting customer contracts, invoices, purchase orders, shipping documentation, cash receipts, and trade accounts receivable confirmations from customers, where applicable. /s/ PricewaterhouseCoopers LLP Irvine, California March 3, 2026 We have served as the Company’s auditor since at least 1994. We have not been able to determine the specific year we began serving as auditor of the Company. 69 INGRAM MICRO HOLDING CORPORATION CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except par value and share data) December 27, 2025 December 28, 2024 ASSETS Current assets: Cash and cash equivalents $ 1,864,724 $ 918,401 Trade accounts receivable (less allowances of $ 169,165 and $ 146,999 , respectively) 10,546,550 9,448,354 Inventory 4,970,113 4,699,483 Other current assets 859,252 734,939 Total current assets 18,240,639 15,801,177 Property and equipment, net 531,896 482,503 Operating lease right-of-use assets 403,224 412,662 Goodwill 854,749 833,662 Intangible assets, net 711,809 772,571 Other assets 502,067 477,115 Total assets $ 21,244,384 $ 18,779,690 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 11,963,324 $ 10,005,824 Accrued expenses and other 1,163,587 1,021,958 Short-term debt and current maturities of long-term debt 449,583 184,860 Short-term operating lease liabilities 104,468 93,889 Total current liabilities 13,680,962 11,306,531 Long-term debt, less current maturities 2,749,781 3,168,280 Long-term operating lease liabilities, net of current portion 354,894 369,493 Other liabilities 210,329 201,511 Total liabilities 16,995,966 15,045,815 Commitments and contingencies (Note 9) Stockholders’ equity: 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 2,351 2,348 Additional paid-in capital 2,921,952 2,903,842 Retained earnings 1,587,330 1,337,399 Accumulated other comprehensive loss ( 263,215 ) ( 509,714 ) Total stockholders’ equity 4,248,418 3,733,875 Total liabilities and stockholders’ equity $ 21,244,384 $ 18,779,690 See accompanying notes to these consolidated financial statements. 70 INGRAM MICRO HOLDING CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share data) Fiscal Year Fiscal Year Fiscal Year 2025 2024 2023 Net sales $ 52,556,263 $ 47,983,671 $ 48,040,364 Cost of sales 49,052,292 44,538,726 44,493,227 Gross profit 3,503,971 3,444,945 3,547,137 Operating expenses: Selling, general and administrative 2,611,611 2,588,668 2,583,993 Restructuring costs 15,432 38,354 18,797 Total operating expenses 2,627,043 2,627,022 2,602,790 Income from operations 876,928 817,923 944,347 Other (income) expense: Interest income ( 45,731 ) ( 45,335 ) ( 34,977 ) Interest expense 302,570 338,358 380,191 Net foreign currency exchange loss 42,342 22,901 42,070 Other expense 46,993 56,133 34,562 Total other (income) expense 346,174 372,057 421,846 Income before income taxes 530,754 445,866 522,501 Provision for income taxes 202,872 181,644 169,789 Net income $ 327,882 $ 264,222 $ 352,712 Basic earnings per share $ 1.40 $ 1.18 $ 1.59 Diluted earnings per share $ 1.39 $ 1.18 $ 1.59 See accompanying notes to these consolidated financial statements. 71 INGRAM MICRO HOLDING CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Amounts in thousands) Fiscal Year Fiscal Year Fiscal Year 2025 2024 2023 Net income $ 327,882 $ 264,222 $ 352,712 Other comprehensive income (loss), net of tax Foreign currency translation adjustment 246,499 ( 277,541 ) 103,596 Other — ( 686 ) 2,375 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. 72 INGRAM MICRO HOLDING CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands, except share data) Class A Common Stock Class B Common Stock Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shares Amount Shares Amount Shares Amount 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 ) Net income — — — — — — — 352,712 — 352,712 Foreign currency translation adjustment — — — — — — — — 103,596 103,596 Other — — — — — — — — 2,375 2,375 Balance at December 30, 2023 220,742,854 2,207 1,657,146 17 — — 2,655,776 1,079,776 ( 231,487 ) 3,506,289 Dividends declared — — — — — — — ( 6,599 ) — ( 6,599 ) Net income — — — — — — — 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 ) Other — — — — — ( 12,744 ) — ( 686 ) ( 13,430 ) Balance at December 28, 2024 — — — — 234,825,581 2,348 2,903,842 1,337,399 ( 509,714 ) 3,733,875 Dividends declared — — — — — — — ( 77,951 ) — ( 77,951 ) Net income — — — — — — — 327,882 — 327,882 Stock-based compensation expense — — — — — — 21,117 — — 21,117 Issuance of Common Stock on vesting of restricted stock units, net of shares withheld for employee taxes — — — — 247,746 3 ( 3,007 ) — — ( 3,004 ) Foreign currency translation adjustment — — — — — — — — 246,499 246,499 Balance at December 27, 2025 — $ — — $ — 235,073,327 $ 2,351 $ 2,921,952 $ 1,587,330 $ ( 263,215 ) $ 4,248,418 See accompanying notes to these consolidated financial statements. 73 INGRAM MICRO HOLDING CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Fiscal Year Fiscal Year Fiscal Year 2025 2024 2023 Cash flows from operating activities: Net income $ 327,882 $ 264,222 $ 352,712 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 on marketable securities, net ( 11,713 ) ( 12,233 ) ( 10,941 ) Noncash charges for interest and bond discount amortization 18,852 26,374 31,424 Amortization of lease right-of-use asset 129,031 128,935 108,644 Deferred income taxes ( 28,067 ) ( 14,984 ) ( 55,164 ) 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 Changes in operating assets and liabilities, net of effects of acquisitions: Trade accounts receivable ( 1,105,968 ) ( 1,060,810 ) ( 299,833 ) Inventory ( 88,216 ) ( 225,831 ) 772,396 Other assets ( 167,313 ) ( 18,917 ) ( 75,597 ) Accounts payable 1,709,170 976,171 ( 738,389 ) Change in book overdrafts ( 127,264 ) 134,652 ( 34,367 ) Operating lease liabilities ( 115,299 ) ( 118,975 ) ( 104,897 ) Accrued expenses and other 80,556 31,204 ( 82,978 ) Cash provided by operating activities 916,127 333,839 58,824 Cash flows from investing activities: Capital expenditures ( 130,754 ) ( 142,703 ) ( 201,535 ) 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 sale of subsidiaries 20,000 — 23,977 Proceeds from sale of equity investments 20,805 12,012 — Other ( 208 ) 1,904 ( 1,652 ) Cash provided by (used in) investing activities 267,642 105,541 ( 17,714 ) Cash flows from financing activities: Dividends paid to shareholders ( 78,376 ) ( 6,174 ) ( 10,462 ) 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 — 74 Fiscal Year Fiscal Year Fiscal Year 2025 2024 2023 Repayment of term loans ( 125,000 ) ( 483,100 ) ( 560,000 ) Gross proceeds from other debt 107,014 101,779 72,351 Gross repayments of other debt ( 89,851 ) ( 118,331 ) ( 92,417 ) Net (repayments of) proceeds from revolving and other credit facilities ( 101,758 ) ( 66,998 ) 131,467 Repurchase of common stock for tax withholdings on equity awards ( 3,093 ) ( 14,164 ) — Purchase of Colsof shares — ( 22,621 ) — Other ( 16,750 ) ( 11,539 ) ( 466 ) Cash used in financing activities ( 306,222 ) ( 391,299 ) ( 477,940 ) Effect of exchange rate changes on cash and cash equivalents 68,776 ( 78,170 ) 65,183 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 Cash and cash equivalents, end of year $ 1,864,724 $ 918,401 $ 948,490 Supplemental disclosures of cash flow information: Cash payments during the year: Interest $ 301,231 $ 336,431 $ 378,554 Income taxes $ 181,790 $ 252,219 $ 271,541 Supplemental disclosure of non-cash investing and financing information: Amounts obtained as a beneficial interest in exchange for transferring trade receivables in factoring arrangements $ 291,385 $ 261,667 $ 171,114 See accompanying notes to these consolidated financial statements. 75 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) Note 1 — Organization and Basis of Presentation Ingram Micro Holding Corporation and its subsidiaries (“Ingram Micro”) are primarily engaged in the distribution of information technology (“IT”) products, cloud and other services worldwide. Ingram Micro operates in North America; Europe, Middle East and Africa (“EMEA”); Asia-Pacific; and Latin America. Ingram Micro Holding Corporation is a holding company with no material assets other than the indirect ownership of the stock of Ingram Micro Inc., and its operations are conducted through its wholly owned subsidiaries. Unless the context otherwise requires, the use of the terms “Ingram Micro,” “we,” “us,” “our” and the “Company” in these notes to the consolidated financial statements refers to Ingram Micro Holding Corporation together with its consolidated subsidiaries. The use of the term “Platinum” means Platinum Equity, LLC together with its affiliated investment vehicles. Note 2 — Significant Accounting Policies Basis of Consolidation The consolidated financial statements include the accounts of Ingram Micro Holding Corporation and its subsidiaries and have been prepared by us pursuant to accounting principles generally accepted in the United States of America (“U.S. GAAP”). All significant intercompany accounts and transactions have been eliminated in consolidation. Fiscal Year Our fiscal year is a 52- or 53-week period ending on the Saturday nearest to December 31. All references herein to “Fiscal Year 2025”, “Fiscal Year 2024” and “Fiscal Year 2023” represent the fiscal years ended December 27, 2025 (52 weeks), December 28, 2024 (52 weeks) and December 30, 2023 (52 weeks), respectively. Stock Conversion and Stock Split In connection with our initial public offering (the “IPO”), on October 23 , 2024, we converted our Class A voting common stock and Class B non-voting common stock into Common Stock, par value $ 0.01 per share ( “Common Stock”), on a 1-for-1 basis and effected a 8367.19365 -for- 1 stock split with respect to our Common Stock. All figures have been presented on the basis of this stock split wherever applicable for the periods presented w ithin these consolidated financial statements. Initial Public Offering In October 2024, we completed an IPO, in which we issued and sold 11,600,000 shares of our Common Stock, and Imola JV Holdings, L.P. agreed to offer and sold 7,000,000 shares of their Common Stock at a public offering price of $ 22.00 per share. We received approximately $ 233,110 in net proceeds after deducting $ 14,036 of underwriting discounts and approximately $ 8,054 in estimated offering costs. 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 (as defined herein). 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. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. We review our estimates and assumptions on an on-going basis. Significant estimates primarily relate to the realizable value of accounts receivable, vendor programs, inventory, goodwill, intangible and other long-lived assets, income taxes, and contingencies and litigation. Actual results could differ significantly from these estimates. 76 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) Revenue Recognition Revenue Streams 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 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. Our customers place purchase orders with us for each transaction. 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 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 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 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. Any supplemental distribution services we provide are typically recognized over time as the services are performed. 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 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 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. Agency Services We have contracts with certain customers where our performance obligation is to arrange for the products or services to be provided by another party. In these arrangements, as we assume an agency relationship in the transaction, revenue is recognized in the amount of the net fee associated with serving as an agent when the services are completed. These arrangements primarily relate to certain fulfillment and cloud-related contracts, as well as sales of certain software products, and extended vendor services, such as vendor warranties. Variable Consideration We, under specific conditions, permit our customers to return or exchange products. The provision for estimated sales returns is recorded concurrently with the recognition of revenue. A liability is recorded within accrued expenses and other on the Consolidated Balance Sheets for estimated product returns based upon historical experience and an asset is recorded within inventory on the Consolidated Balance Sheets for the amount expected to be recorded for inventory upon product return. 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. 77 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) Practical Expedients We account for shipping and handling activities that occur after the customer has obtained control of a good as fulfillment activities rather than a promised service. Accordingly, we accrue all fulfillment costs related to the shipping and handling of goods at the time of shipment. Additionally, we exclude the amount of certain taxes collected concurrent with revenue-producing activities from revenue. We disaggregate revenue by geography, which we believe provides a meaningful depiction of the nature of our revenue (see Note 11, “Segment Information”). Vendor Programs Funds received from vendors for price protection, product rebates, promotions and marketing, infrastructure reimbursement and meet-competition programs are recorded as adjustments to product costs, revenue, or selling, general and administrative (“SG&A”) expenses, according to the nature of the program. Some of these programs may extend over multiple reporting periods. We accrue rebates or other vendor incentives as earned based on sales of qualifying products or as services are provided in accordance with the terms of the related program. 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 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. Warranties Our suppliers generally warrant the products distributed by us and allow returns of defective products, including those that have been returned to us by our customers. We generally do not independently warrant the products we distribute; however, local laws might impose warranty obligations upon distributors (such as in the case of supplier liquidation). We are obligated to provide warranty protection for sales of certain IT products within the European Union (“EU”) for up to two years as required under the EU directive where vendors have not affirmatively agreed to provide pass-through protection. In addition, we warrant the services we provide and products that we build-to-order from components purchased from other sources. Provision for estimated warranty costs is recorded at the time of sale and periodically adjusted to reflect actual experience. Warranty expense and the related obligations are not material to our consolidated financial statements. Foreign Currency Translation and Remeasurement Financial statements of our foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and an average exchange rate for each period for statement of income items. Translation adjustments are recorded in accumulated other comprehensive loss, a component of stockholders’ equity. The functional currency of certain operations within our EMEA, Asia-Pacific, and Latin America regions is the U.S. dollar; accordingly, the monetary assets and liabilities of these subsidiaries are remeasured into U.S. dollars at the exchange rate in effect at the balance sheet date. Revenues, expenses, gains or losses are remeasured at the average exchange rate for the period. The remeasurement gains and losses of these operations as well as gains and losses from foreign currency transactions are included in the Consolidated Statements of Income. Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. We had $ 32,190 and $ 19,377 of cash equivalents as of December 27, 2025 and December 28, 2024, respectively. 78 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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. These amounts are classified as accounts payable in our Consolidated Balance Sheets. We typically fund these overdrafts through normal collections of funds or transfers from other bank balances at other financial institutions. Under the terms of our facilities with the banks, the respective financial institutions are not legally obligated to honor the book overdraft balances as of December 27, 2025 and December 28, 2024, nor any balance on any given date. Trade Accounts Receivable We maintain an allowance for doubtful accounts receivable for expected losses in accordance with Accounting Standards Codification (“ASC”) 326, Financial Instruments — Credit Losses. In estimating the required allowance, we take into consideration the overall quality and aging of the receivable portfolio, the large number of customers and their dispersion across wide geographic areas, the existence of credit insurance where applicable, specifically identified customer risks, historical write-off experience and the current economic environment, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. Notes Receivable From time to time, we may provide loans to our customers to meet certain strategic objectives. These amounts are presented within “other current assets” and “other assets” on our Consolidated Balance Sheets with the associated cash flows presented within investing activities on our Consolidated Statements of Cash Flows. Factoring Programs We have several uncommitted factoring programs under which trade accounts receivable of several customers may be sold, without recourse, to financial institutions. Available capacity under these programs is dependent on the level of our trade accounts receivable eligible to be sold into these programs and the financial institutions’ willingness to purchase such receivables. The receivables under these factoring programs are sold at face value and are excluded from our Consolidated Balance Sheets. We account for these transactions as sales of receivables because control of the underlying asset is transferred and subsequent to the date of transfer, we typically do not have any continuing involvement in the transferred asset, except as discussed below. For certain of our factoring programs in EMEA, there is a deferred purchase price (“DPP”) which is paid to us at a later time once the customer pays the factored invoices. Subsequent to the sale, the DPP represents a beneficial interest in the transferred trade accounts receivable and is disclosed as a non-cash investing activity in our Consolidated Statements of Cash Flows. Accordingly, cash proceeds from the payments of DPPs are presented as investing activities in our Consolidated Statements of Cash Flows. At December 27, 2025 and December 28, 2024, there were $ 40,038 and $ 54,912 , respectively, of DPP within other current assets on our Consolidated Balance Sheets. In arrangements where we collect the customer payments on behalf of the factor, the net cash flows related to these collections are reported as financing activities in the Consolidated Statements of Cash Flows. 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. Factoring fees of $ 37,620 , $ 38,619 , and $ 27,292 were incurred in Fiscal Year 2025, Fiscal Year 2024, and Fiscal Year 2023, respectively, related to the sale of trade accounts receivable under the facilities and are included in “other expense” in the other (income) expense section of our Consolidated Statements of Income. 79 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) Supplier Finance Programs As part of our ongoing efforts to manage our working capital, we have worked with our vendors to optimize our terms and conditions, which include the terms of payment to the vendor. We are party to agreements, initiated either by the vendor or us, which allow vendors, at their discretion, to determine invoices that they want to sell to participating financial institutions. We are not a party to the agreements between the participating financial institutions and the vendors in connection with these programs, and the financial institutions do not provide us with incentives such as rebates. There are no assets pledged under these agreements and no interest is charged by the financial institutions as balances are typically paid when they are due. Certain agreements may require a parent guarantee, although parent guarantees are also required in certain vendor agreements that do not involve financial institutions. The payment terms under these arrangements typically range from 30 to 90 days. Certain programs provide for extended payment terms, which are within standard industry practice and consistent with the range of payment terms we negotiate with our vendors, regardless of whether they have an agreement with a financial institution. The following table is a rollforward of our outstanding obligations under our supplier finance programs: Fiscal Year 2025 Fiscal Year 2024 Obligations outstanding at the beginning of the year $ 2,392,755 $ 2,373,913 Confirmed invoices added during the year 12,378,058 11,210,979 Confirmed invoices paid during the year ( 11,889,671 ) ( 11,083,805 ) Effect of foreign currency fluctuations 192,183 ( 108,332 ) Obligations outstanding at the end of the year $ 3,073,325 $ 2,392,755 In situations where amounts are not paid within the specified payment terms and interest is incurred, we reclassify the amount from accounts payable to debt. There were no outstanding payment obligations under these programs included in short-term debt and current maturities of long-term debt in the Consolidated Balance Sheets as of December 27, 2025 and December 28, 2024. Inventory Our inventory consists of finished goods purchased from various vendors for resale. We value our inventory at the lower of its cost or net realizable value, cost being determined on a moving average cost basis, which approximates the first-in, first out method. We write down our inventory for estimated excess or obsolescence equal to the difference between the cost of inventory and the net realizable value based upon an aging analysis of the inventory on hand, specifically known inventory-related risks (such as technological obsolescence and the nature of vendor terms regarding price protection and product returns), foreign currency fluctuations for foreign-sourced products, and assumptions about future demand. Market conditions or changes in terms and conditions by our vendors that are less favorable than those projected by management may require additional inventory write-downs, which could have an adverse effect on our consolidated financial results. Inventory is determined from the price we pay vendors, including freight and duties; we do not include labor, overhead, or other general or administrative costs in our inventory. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives noted below. We also capitalize computer software costs that meet both the definition of internal-use software and defined criteria for capitalization. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life. Depreciable lives of property and equipment are as follows: Buildings 30 - 40 years Leasehold improvements Shorter of the lease term or 3 - 17 years Distribution equipment 5 - 10 years Computer equipment and software 4 - 10 years Maintenance, repairs, and minor renewals are charged to expense as incurred. Additions, major renewals, and betterments to property and equipment are capitalized. 80 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) Operating Leases Our leased physical properties are operating leases and we recognize rent expense on a straight-line basis. We recognize a right-of-use asset and lease liability within our Consolidated Balance Sheets for operating leases with terms greater than twelve months. The initial measurement of the lease liability is measured at the present value of lease payments not yet paid discounted using our incremental borrowing rate at the lease commencement date. Leases with an initial term of twelve months or less are not recorded on our Consolidated Balance Sheets, and we do not separate nonlease components from lease components. Long-Lived and Intangible Assets We assess potential impairments to our long-lived and intangible assets when events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If required, an impairment loss is recognized to the extent the carrying value exceeds the fair value of the assets. Amortization expense was $ 84,592 , $ 86,878 , and $ 87,003 for Fiscal Year 2025, Fiscal Year 2024, and Fiscal Year 2023, respectively. Intangible assets consist of the following: December 27, 2025 December 28, 2024 Gross Amounts Accumulated Amortization Net Amounts Gross Amounts Accumulated Amortization Net Amounts Customer and vendor relationships $ 605,517 $ ( 227,275 ) $ 378,242 $ 583,980 $ ( 170,831 ) $ 413,149 Tradename and trademarks 429,186 ( 128,852 ) 300,334 417,532 ( 97,485 ) 320,047 Software and developed technology 4,118 ( 1,630 ) 2,488 70,000 ( 30,625 ) 39,375 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 The remaining useful lives of intangible assets are as follows: Customer and vendor relationships 8 years Tradename and trademarks 11 years Software and developed technology 5 years Other 5 years Future minimum amortization expense of finite-lived identifiable intangible assets that we expect to recognize over the next five years and thereafter are as follows: 2026 $ 86,692 2027 86,680 2028 86,606 2029 86,343 2030 83,502 Thereafter 281,986 $ 711,809 There were no material impairments to our long-lived and intangible assets in any of the periods presented herein. Goodwill 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 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. 81 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) Goodwill is required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that goodwill may be impaired. Goodwill impairment tests require judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. We perform our annual goodwill impairment assessment during our fiscal fourth quarter as of the date of our November month end. We have the option of first assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Such review includes an evaluation of whether events and circumstances have occurred that may indicate a potential change in recoverability of goodwill, including the impacts of a deterioration in general economic conditions, an increased competitive environment, a change in management, key personnel, strategy, vendors, or customers, negative or declining cash flows, or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative analysis by comparing the fair value of a reporting unit with its carrying amount. If the carrying value exceeds the fair value, we measure the amount of impairment loss, if any, by comparing the fair value of the reporting unit goodwill to its carrying amount. We performed a quantitative impairment analysis of goodwill in Fiscal Year 2024 and Fiscal Year 2023 for our North America and EMEA regions. In determining the fair value of our reporting units, we assessed general economic conditions, industry and market considerations, the impact of recent events to financial performance and other relevant events. 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 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: North America EMEA Asia-Pacific Latin America Total Balance at December 30, 2023 $ 425,165 $ 234,749 $ 145,714 $ 46,152 $ 851,780 Adjustments /reclassifications /foreign currency exchange ( 2,852 ) ( 6,705 ) ( 3,962 ) ( 4,599 ) ( 18,118 ) Balance at December 28, 2024 $ 422,313 $ 228,044 $ 141,752 $ 41,553 $ 833,662 Adjustments /reclassifications /foreign currency exchange 2,089 14,723 1,584 2,691 21,087 Balance at December 27, 2025 $ 424,402 $ 242,767 $ 143,336 $ 44,244 $ 854,749 Earn-outs and Holdbacks We may be required to make earn-out payments upon the achievement of certain predefined targets attributable to acquisitions completed in recent years. At the acquisition date, the value of any earn-out is estimated using various valuation methodologies which include projections of future earnings as defined in each acquisition purchase agreement. Such projections are then discounted to reflect the risk in achieving the projected earnings, as well as the passage of time and time value of money. The fair value measurement of the earn-out is based primarily on significant inputs not observable in an active market and thus represents a Level 3 measurement as defined under U.S. GAAP. Changes in the fair value of the earn-out primarily reflect adjustments to the timing and amount of payments as well as the related accretion driven by the time value of money. These adjustments are recorded within SG&A expenses within the Consolidated Statements of Income, as applicable. The fair value of earn-out contingent consideration is presented within accrued expenses and other in our Consolidated Balance Sheets. For amounts currently recorded on the Consolidated Balance Sheets, see Note 13, “Fair Value Measurements”. 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. 82 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) Concentration of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents, trade accounts receivable from customers and vendors, borrowings, and derivative financial instruments. Our cash and cash equivalents are deposited and/or invested with various financial institutions globally that are monitored by us regularly for credit quality. We are exposed to credit risk in the event of default by financial institutions to the extent that cash balances with financial institutions are in excess of amounts that are insured. We have not experienced any material credit losses on such deposits for the periods presented. Our trade accounts receivable reflect a large number of customers dispersed across wide geographic areas, none of which has accounted for 10% or more of our consolidated net sales in any of the periods presented herein and no customer accounts receivable balance was greater than 10% of our total trade accounts receivable at December 27, 2025 or December 28, 2024. We perform ongoing credit evaluations of our customers’ financial conditions, obtain credit insurance in many locations, and require collateral in certain circumstances. We maintain an allowance for estimated credit losses. Derivative Financial Instruments We operate in various locations around the world. We reduce our exposure to fluctuations in foreign exchange rates by creating offsetting positions through the use of derivative financial instruments in situations where there are significant exposures and there are not offsetting balances that create a natural hedge. The market risk related to the foreign exchange agreements is offset by changes in the valuation of the underlying items being hedged. In accordance with our policy, we do not use derivative financial instruments for trading or speculative purposes, nor are we a party to leveraged derivatives. Foreign exchange risk is managed primarily by using forward contracts and spot transactions to hedge foreign currency-denominated receivables, payables, and intercompany loans and expenses. Interest rate swaps and forward contracts may be used to hedge foreign currency-denominated principal and interest payments related to intercompany loans. All derivatives are recorded in our Consolidated Balance Sheets at fair value. The estimated fair value of derivative financial instruments represents the amount required to enter into similar offsetting contracts with similar remaining maturities based on market-derived prices. Changes in the fair value of derivatives not designated as hedging instruments are recorded in current earnings. Changes in the fair value of derivatives designated as hedging instruments are reflected in accumulated other comprehensive loss in our Consolidated Balance Sheets. The notional amount of forward exchange contracts is the amount of foreign currency bought or sold at maturity. The notional amount of interest rate swaps is the underlying principal amount used in determining the interest payments exchanged over the life of the swap. Notional amounts are indicative of the extent of our involvement in the various types and uses of derivative financial instruments but are not a measure of our exposure to credit or market risks through our use of derivatives. Credit exposure for derivative financial instruments is limited to the amounts, if any, by which the counterparties’ obligations under the contracts exceed our obligations to the counterparties. We manage the potential risk of credit losses through careful evaluation of counterparty credit standing, selection of counterparties from a limited group of financial institutions, and other contract provisions. Comprehensive Income Comprehensive income consists primarily of our net income and foreign currency translation adjustments, net of tax. Earnings Per Share Basic Earnings Per Share (“Basic EPS”) excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding during the reported period. Diluted Earnings Per Share (“Diluted EPS”) is computed by dividing net income by the weighted average number of common shares outstanding, inclusive of the dilutive effect of restricted stock units, during the reported period. 83 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) The computation of Basic and Diluted EPS is as follows: Fiscal Year 2025 2024 2023 Basic earnings per share: Net income attributable to common stockholders $ 327,882 $ 264,222 $ 352,712 Weighted-average number of common shares - basic 234,879,454 224,646,462 222,400,000 Basic earnings per common share $ 1.40 $ 1.18 $ 1.59 Diluted earnings per common share: Net income attributable to common stockholders $ 327,882 $ 264,222 $ 352,712 Weighted-average number of common shares - basic 234,879,454 224,646,462 222,400,000 Effect of dilutive securities Restricted stock units 470,814 72,043 — Weighted-average number of common shares - diluted 235,350,268 224,718,505 222,400,000 Diluted earnings per common share $ 1.39 $ 1.18 $ 1.59 Anti-dilutive shares excluded from diluted earnings per share calculation 133,935 — — Income Taxes We estimate income taxes in each of the taxing jurisdictions in which we operate. This process involves estimating our actual current tax expense together with assessing the future tax impact of any differences resulting from the different treatment of certain items, such as the timing for recognizing revenues and expenses for tax versus financial reporting purposes. These differences may result in deferred tax assets and liabilities, which are included in our Consolidated Balance Sheets. We are required to assess the likelihood that our deferred tax assets, which include net operating loss carryforwards, tax credits and temporary differences that are expected to be deductible in future years, will be recoverable from future taxable income. In making that assessment, we consider the nature of the deferred tax assets and related statutory limits on utilization, recent operating results, future market growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate and prudent and feasible tax planning strategies. If, based upon available evidence, recovery of the full amount of the deferred tax assets is not likely; we provide a valuation allowance on any amount not likely to be realized. Our effective tax rate includes the impact of not providing taxes on undistributed foreign earnings considered indefinitely reinvested. Material changes in our estimates of cash, working capital and long-term investment requirements in the various jurisdictions in which we do business could impact our effective tax rate if we no longer consider our foreign earnings to be indefinitely reinvested. The provision for tax liabilities and recognition of tax benefits involves evaluations and judgments of uncertainties in the interpretation of complex tax regulations by various taxing authorities. In situations involving uncertain tax positions related to income tax matters, we do not recognize benefits unless their sustainability is deemed more likely than not. As additional information becomes available, or these uncertainties are resolved with the taxing authorities, revisions to these liabilities or benefits may be required, resulting in additional provision for or benefit from income taxes reflected in our Consolidated Statements of Income. 84 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) Accounting for Employee Awards Cash-based Compensation 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. Cumulative compensation expense for cash awards is recognized as a liability. Each cash award has a fixed fair value of $ 1.00 . We recognize these compensation costs, net of an estimated forfeiture rate, over the requisite service period of the award, which is the vesting term of the outstanding cash award. We estimate the forfeiture rate based on our historical experience. Stock-based Compensation In connection with the IPO, our board of directors adopted, and our stockholders approved, the 2024 Stock Incentive Plan (the “2024 Plan”). The purpose of the 2024 Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, and directors of the Company and its affiliates and promoting the creation of long-term value for stockholders of the Company by closely aligning the interests of such individuals with those of the stockholders. The total number of shares of our common stock available for issuance pursuant to awards under the 2024 Plan is 20,347,826 , subject to adjustment as provided in the plan. The 2024 Plan provides for the grant of non-qualified stock options, restricted stock, restricted stock units, other stock-based awards, or any combination thereof to any of our employees and directors of our subsidiaries or affiliates. During the fourth quarter of 2024, in connection with the IPO, we issued 2,607,713 time vesting restricted stock units with an average grant date fair value of $ 22.01 per share to certain key employees and directors, of which 1,473,720 restricted stock units vested immediately upon grant resulting in an expense of $ 32,422 that was recorded within SG&A in the fourth quarter. We also issued 2,467,775 of performance vesting restricted stock units, 50 % of which will vest upon the achievement of a qualifying event, whereby the returns on invested capital by Platinum is 2.0 times the total of all capital or other contributions made by Platinum and the remaining 50 % will vest upon the achievement of a qualifying event, whereby the returns on invested capital by Platinum is 2.5 times the total of all capital or other contributions made by Platinum, in each case, except in certain circumstance s as specified in the award agreement, subject to the grantee ’ s continuous service with us through such qualifying event. The weighted-average grant date fair value of these awards, which was calculated using a Monte Carlo valuation model, was $ 17.42 per share . 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. 85 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 In July 2021, we adopted the 2021 Participation Plan (the “Plan”) to provide incentive compensation to certain key management. Under the Plan, participants are granted units, the value of which are related to our financial performance. Half of the units vest over a period of time specified in the applicable award agreement, typically in annual tranches over five years . Once vested, certain qualifying events are required for any payment related to these units, with accelerated vesting in the event of certain change in control or public offering events, in each case subject to the participant’s continued employment through the applicable vesting date. The other half are payable to participants only upon the occurrence of certain qualifying events. Any payment to a participant under the time-based or performance-based units is conditioned on our reaching a minimum valuation at the time of a qualifying event or through a series of qualifying events. A qualifying event may be either a sale of some or all of our capital stock or a sale of all or substantially all of our assets. Upon the Plan’s inception, we issued 216,874,665 performance units with an initial grant date value of $ 1.00 to key management of which none are vested. I mmediately prior to the IPO, the Plan was terminated, all participation units were cancelled, and no amounts were paid under the Plan. 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 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 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. 86 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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): Disaggregation of Income Statement Expenses”, which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. 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 Acquisitions In the third quarter of 2024, we exercised our option to acquire the remaining 49 % of shares of Colsof, a cloud services provider in Latin America, of which we now own 100 %, and paid cash of $ 22,621 . This acquisition has been included in our consolidated results of operations since the acquisition date and pro forma results of operations have not been presented to reflect this acquisition as it was not material to our consolidated financial statements. There were no material acquisitions during Fiscal Year Ended 2025 and Fiscal Year Ended 2023. Earn-outs and Holdbacks 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. 87 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) Note 4 — Property and Equipment Property and equipment consist of the following: December 27, 2025 December 28, 2024 Land $ 4,429 $ 3,999 Buildings and leasehold improvements 96,759 97,804 Distribution equipment 218,109 200,514 Computer equipment and software 617,502 478,361 936,799 780,678 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 Our leasing portfolio includes lease arrangements for our warehouses, distribution centers, corporate offices and equipment. We lease substantially all our facilities on varying terms which often include one or more options to renew. We include options to extend in the lease term if they are reasonably certain of being exercised. We do not have residual value guarantees associated with our leases. The following table includes the components of our rent expense recorded in SG&A expense: Fiscal Year Fiscal Year Fiscal Year 2025 2024 2023 Operating lease cost $ 129,031 $ 128,935 $ 108,644 Variable lease cost 40,243 39,894 42,110 Short-term lease cost 7,278 6,823 5,640 Total $ 176,552 $ 175,652 $ 156,394 Certain leases contain variable payments, which are expensed as incurred and not included in our operating lease right-of-use assets and operating lease liabilities. These amounts primarily include payments for maintenance, utilities, taxes, and insurance on our office and fulfillment center leases. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments at lease commencement. Certain adjustments to our operating lease right-of-use assets may be required for items such as initial direct costs paid or incentives received. We calculate the present value of our leases using an estimated incremental borrowing rate, which requires judgment. Our incremental borrowing rate is based upon an estimate of our regional secured borrowing rates. 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. 88 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 2027 105,067 2028 80,099 2029 66,219 2030 48,942 Thereafter 114,161 Total lease payments 546,754 Less: imputed interest ( 87,392 ) 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 was 6.3 % as of December 27, 2025 and December 28, 2024. Supplemental cash flow information related to our leases is as follows: Fiscal Year Fiscal Year Fiscal Year 2025 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 129,190 $ 128,936 $ 115,933 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 78,817 $ 113,381 $ 154,925 Note 6 — Debt The carrying value of our outstanding debt consists of the following: December 27, 2025 December 28, 2024 Senior secured notes, 4.75 % due 2029, net of unamortized deferred financing costs of $ 23,214 and $ 30,232 , respectively $ 1,976,786 $ 1,969,768 Term loan credit facility, net of unamortized discount of $ 10,592 and $ 12,020 , respectively, and unamortized deferred financing costs of $ 26,459 and $ 28,998 , respectively 764,849 885,882 Revolving trade accounts receivable-backed financing programs 353,100 312,630 Lines of credit and other debt 104,629 184,860 Total debt 3,199,364 3,353,140 Short-term debt and current maturities of long-term debt ( 449,583 ) ( 184,860 ) Total long-term debt $ 2,749,781 $ 3,168,280 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. Upon consummation of the acquisition on July 2, 2021, the proceeds from the notes were used, in part, to finance the acquisition and repay existing indebtedness. The notes bear interest at a rate of 4.75 % per annum, which is payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2021. On July 2, 2021, we recognized $ 1,945,205 net of debt issuance costs of $ 54,795 , associated with the 2029 Notes. 89 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) 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 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 %. 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 . 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. We may borrow under the ABL Revolving Credit Facility only up to our available borrowing base capacity. 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 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. We have a revolving trade accounts receivable-backed financing program in Europe (the “European ABS Facility”), which provides for a borrowing capacity of up to € 375,000 , or approximately $ 441,375 , at December 27, 2025 exchange rates. 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 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 Credit Facilities. 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. 90 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. Most of these arrangements are on an uncommitted basis and are reviewed periodically for renewal. At December 27, 2025 and December 28, 2024, we had $ 102,836 and $ 182,713 , respectively, outstanding under these facilities. The weighted-average interest rate on the outstanding borrowings under these facilities, which may fluctuate depending on geographic mix, was 7.3 % and 6.9 % per annum at December 27, 2025 and December 28, 2024, respectively. At December 27, 2025 and December 28, 2024, letters of credit totaling $ 168,254 and $ 166,613 , respectively, were issued to various customs agencies and landlords to support our subsidiaries. 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 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 We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We record adjustments based on filed returns as such returns are finalized and resultant adjustments are identified. 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. The components of income before income taxes consist of the following: Fiscal Year Fiscal Year Fiscal Year 2025 2024 2023 United States $ ( 72,228 ) $ ( 182,583 ) $ ( 205,969 ) Foreign 602,982 628,449 728,470 Total $ 530,754 $ 445,866 $ 522,501 The provision for income taxes consists of the following: Fiscal Year Fiscal Year Fiscal Year 2025 2024 2023 Current: Federal $ ( 1,786 ) $ 52 $ ( 8,220 ) State 750 524 2,828 Foreign 231,898 194,337 233,705 $ 230,862 $ 194,913 $ 228,313 Deferred: Federal $ ( 6,974 ) $ ( 18,368 ) $ ( 29,113 ) State ( 1,381 ) ( 2,826 ) ( 9,818 ) Foreign ( 19,635 ) 7,925 ( 19,593 ) ( 27,990 ) ( 13,269 ) ( 58,524 ) Provision for income taxes $ 202,872 $ 181,644 $ 169,789 91 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: Fiscal Year 2025 Amount Percentage U.S. 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: Colombia Changes in valuation allowances 14,598 2.7 % Other 4,010 0.7 % Brazil 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 ) % Tax credits: 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. 92 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 for years prior to the adoption of ASU 2023-09 is as follows: Fiscal Year Fiscal Year 2024 2023 U.S. statutory rate 21.0 % 21.0 % State income taxes, net of federal income tax benefit ( 0.5 ) ( 1.3 ) U.S. tax on foreign earnings, net of foreign tax credits 1.8 1.4 Effect of international operations 8.0 5.7 Effect of change in valuation allowances 0.7 1.2 Withholding tax 7.1 4.8 Other 2.6 ( 0.3 ) Effective tax rate 40.7 % 32.5 % 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. Significant components of our net deferred tax assets and liabilities are as follows: December 27, 2025 December 28, 2024 Deferred tax assets: Net operating loss carryforwards $ 116,746 $ 118,632 Tax credit carryforwards 121,542 89,158 Interest expense carryforwards 49,471 48,760 Employee benefits 56,618 50,740 Inventory 23,336 26,087 Depreciation and amortization 22,170 23,387 Operating lease liabilities 115,717 119,354 Sales return reserve 31,785 35,879 Allowance on trade accounts receivable 37,768 31,807 Reserves and accruals not currently deductible for income tax purposes 31,859 20,849 Other 67,675 33,846 Total deferred tax assets 674,687 598,499 Valuation allowance ( 169,117 ) ( 129,206 ) Subtotal 505,570 469,293 Deferred tax liabilities: Depreciation and amortization ( 209,000 ) ( 209,616 ) Operating lease assets ( 110,105 ) ( 113,782 ) Inventory rights ( 28,203 ) ( 31,878 ) Other ( 45,301 ) ( 37,698 ) Total deferred tax liabilities ( 392,609 ) ( 392,974 ) Net deferred tax assets $ 112,961 $ 76,319 93 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. In making such determination, we consider all available positive and negative evidence, including the nature of the deferred tax assets and related statutory limits on utilization, recent operating results, future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of or less than the net recorded amount, we would make an adjustment to the valuation allowance which would reduce or increase the provision for income taxes. At December 27, 2025, we had deferred tax assets related to NOL carryforwards of $ 116,746 along with a valuation allowance of $ 42,482 . $ 44,805 of the remaining $ 74,264 of net deferred tax assets associated with NOL carryforwards have no expiration date. The NOL carryforwards with no expiration date are comprised of $ 29,081 in Luxembourg, $ 6,951 in Belgium and $ 8,773 in a number of other jurisdictions worldwide. The $ 29,459 of net deferred tax assets associated with NOL carryforwards that have an expiration date are comprised of $ 18,494 in Luxembourg with expirations beginning in 2035 and $ 10,965 in a number of different jurisdictions with various expiration dates. We monitor our other deferred tax assets for realizability in a similar manner to those described above and will record or release valuation allowances as required to reflect the amount more likely than not to be realized. At December 27, 2025, our tax credit carryforwards for income tax purposes were $ 121,542 . Foreign tax credit carryforwards in the U.S. represent $ 109,435 of that amount, and our total valuation allowance related to such credit carryforwards was $ 109,435 . A number of different federal and state credits with various expiration dates comprised the remaining $ 12,107 of tax credit carryforwards. 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. foreign tax credits and associated valuation allowances. 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 28, 2024, the valuation allowance increased by a net of $ 22,827 as compared to December 30, 2023, which was driven primarily by an increase in both U.S. foreign tax credits and associated valuation allowances. 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 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. 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. We have not provided tax on undistributed foreign earnings of approximately $ 3,400,000 and $ 3,500,000 as of December 27, 2025, and December 28, 2024, respectively, because such earnings are considered to be indefinitely reinvested. A determination of the deferred tax liability on such earnings is not practical due to the complexity of the hypothetical calculation. A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows: Fiscal Year Fiscal Year Fiscal Year 2025 2024 2023 Gross unrecognized tax benefits at beginning of the year $ 15,666 $ 16,785 $ 14,339 Increases in tax positions for prior years 2,537 172 1,048 Decreases in tax positions for prior years ( 3,199 ) ( 1,523 ) ( 102 ) Increases in tax positions for current year 1,632 2,203 1,870 Settlements — ( 1,380 ) — Lapse in statute of limitations ( 114 ) ( 591 ) ( 370 ) Gross unrecognized tax benefits at end of the year $ 16,522 $ 15,666 $ 16,785 94 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. We recognize interest and penalties related to unrecognized tax benefits in income tax expense. Total accruals for interest and penalties on our unrecognized tax benefits were $ 9,942 and $ 8,985 as of December 27, 2025, and December 28, 2024, respectively. We conduct business globally and, as a result, we and/or one or more of our subsidiaries file income tax returns in the U.S. federal and various state jurisdictions and in over fifty foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities in many of the jurisdictions in which we operate. In our material tax jurisdictions, the statute of limitations is open, in general, for three to five years. 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: Fiscal Year 2025 Federal taxes $ 3,125 State and local taxes ( 260 ) Foreign taxes: Brazil 28,781 India 15,366 Australia 12,137 United Kingdom 12,014 Netherland 9,904 Peru 9,326 Other foreign taxes 91,397 Total income taxes paid $ 181,790 95 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) Note 8 – Restructuring Costs 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. 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 Headcount Reduction (Number of Employees) Employee Termination Benefits Facility and Other Costs Total Restructuring Costs Fiscal Year 2025 North America $ 6,075 $ 1,091 $ 7,166 EMEA 4,382 611 4,993 Asia-Pacific 2,134 — 2,134 Latin America 1,139 — 1,139 Total 375 $ 13,730 $ 1,702 $ 15,432 Fiscal Year 2024 North America $ 15,004 $ 231 $ 15,235 EMEA 15,762 1 15,763 Asia-Pacific 7,029 — 7,029 Latin America 268 59 327 Total 1,056 $ 38,063 $ 291 $ 38,354 Fiscal Year 2023 North America $ 12,050 $ 3,401 $ 15,451 EMEA 1,878 18 1,896 Asia-Pacific 1,341 — 1,341 Latin America 109 — 109 Total 628 $ 15,378 $ 3,419 $ 18,797 96 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) 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 2025 and Fiscal Year 2024 are summarized in the tables below: Restructuring Liability Beginning Liability Expenses, Net Amounts Paid and Charged Against the Liability Foreign Currency Translation Remaining Liability as of December 27, 2025 Fiscal Year 2025 Employee termination benefits $ 12,186 $ 13,730 $ ( 20,606 ) $ 681 $ 5,991 Facility and other costs — 1,702 ( 1,634 ) 3 71 Total $ 12,186 $ 15,432 $ ( 22,240 ) $ 684 $ 6,062 Restructuring Liability Beginning Liability Expenses, Net Amounts Paid and Charged Against the Liability Foreign Currency Translation Remaining Liability as of December 28, 2024 Fiscal Year 2024 Employee termination benefits $ 2,060 $ 38,063 $ ( 27,678 ) $ ( 259 ) $ 12,186 Facility and other costs — 291 ( 291 ) — — Total $ 2,060 $ 38,354 $ ( 27,969 ) $ ( 259 ) $ 12,186 The remaining liability of $ 6,062 will be substantially paid by the end of 2026. Note 9 — Commitments and Contingencies As a company with a substantial employee population and with operations in a large number of countries, Ingram Micro is involved, either as a plaintiff or defendant, in a variety of ongoing claims, demands, suits, investigations, tax matters and proceedings that arise from time to time in the ordinary course of its business. The Company records a provision with respect to a claim, suit, investigation, or proceeding when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If there is at least a reasonable possibility that a material loss may have been incurred associated with pending legal claims, or when assertion of unasserted material claims is considered probable, we disclose such fact, and if reasonably estimable, we provide an estimate of the possible loss or range of possible loss. We record our best estimate of a loss related to pending legal and regulatory proceedings when the loss is considered probable and the amount can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in the range, we record the minimum estimated liability. As additional information becomes available, we assess the potential liability related to pending legal and regulatory proceedings and revise our estimates and update our disclosures accordingly. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. Our legal costs associated with legal matters are recorded to expense as incurred. The Company reviews claims, suits, investigations and proceedings at least quarterly, and decisions are made with respect to recording or adjusting provisions and disclosing reasonably possible losses or range of losses (individually or in the aggregate). Whether any losses, damages, or remedies finally determined in any claim, suit, investigation or proceeding could reasonably have a material effect on the Company’s business, financial condition, results of operations or cash flows will depend on a number of variables, including: the timing and amount of such losses or damages; the structure and type of any such remedies; the significance of the impact of such losses, damages or remedies may have in the consolidated financial statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors. Our Brazilian subsidiary has received a number of tax assessments primarily related to tax reporting compliance topics as well as transaction-tax related matters largely involving applicability of tax and categorization of products and services. 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 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. 97 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) In June 2013, the French Competition Authority (“FCA”) launched an investigation of our subsidiary in France (“Ingram Micro France”), one of our competitors and one of our vendors in relation to alleged anticompetitive practices. In October 2018, the investigation services of the FCA filed a Statement of Objections against Ingram Micro France, as primary infringer, and Ingram Micro Europe BVBA and Ingram Micro, as parent companies (“Ingram”). In March 2020, the Board of the FCA issued its decision imposing a fine of € 62,900 on Ingram regarding volume allocations of Apple products. In July 2020, we appealed the decision of the Board of the FCA to the Paris Court of Appeals. On October 6, 2022, the Paris Court of Appeals issued a decision maintaining the infraction of volume allocation and reducing the fine to € 19,500 . In November 2022, the Company further appealed this matter to the “Cour de Cassation.” As the appeal to the “Cour de Cassation” did not suspend the obligation to pay the fine, in the third quarter of 2022, we recorded a contingent liability at that time within our Condensed Consolidated Balance Sheets. Under the payment plan agreed with the French Treasury, Ingram Micro France had already paid approximately $ 11,000 . On November 4, 2022, Ingram Micro France made an additional payment of approximately $ 9,000 to complete the total amount of the fine and the French Treasury released the third-party surety bond. As a result of the appeals court ruling, the Company determined that the best estimate of probable loss related to this matter is limited to the amounts already paid to date. On June 3, 2021, the reseller whose complaint to the FCA gave rise to the investigation filed a follow-on civil claim in the Paris Commercial Court seeking approximately € 95,000 ($ 111,815 at December 27, 2025 exchange rates) in damages from Ingram, one of our competitors and one of our vendors. On May 30, 2022, the Paris Commercial Court postponed the hearing on this reseller claim pending resolution of the appeal on the main case. On October 24, 2022, the reseller requested the re-opening of the proceedings and we petitioned the Paris Commercial Court to stay the proceedings until the main case is decided by the “Cour de Cassation.” On May 15, 2023, the Paris Commercial Court did not accept the request to suspend the case and set a calendar for a final hearing, which took place in June 2024. 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 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. (“IMIL”) as one of 40 legal entity defendants in a criminal complaint. IMIL is accused by the Serious Fraud Office of cheating and criminal conspiracy based on four payments it made over 16 years ago at the request of a certain vendor. In February 2021, outside legal counsel appeared on IMIL’s behalf at the New Delhi Court and requested relevant documentation pertaining to these charges to assess IMIL’s legal position. IMIL has vigorously contested the charges as we believe the charges to be meritless and in December 2021 filed a motion to dismiss. 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. 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. Claims, suits, investigations and proceedings are inherently uncertain, and it is not possible to predict the ultimate outcome of unasserted claims. 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. We have guarantees to third parties that provide financing to a limited number of our customers. Net sales under these arrangements accounted for less than one percent of our consolidated net sales for each of the periods presented. The guarantees require us to reimburse the third party for defaults by these customers up to an aggregate of $ 1,870 . 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. 98 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 Activity related to the cash awards was as follows: Number of Cash Awards Non-vested at December 31, 2022 76,721,588 Granted 44,884,625 Vested ( 46,689,276 ) Forfeited ( 7,319,277 ) Non-vested at December 30, 2023 67,597,660 Granted 35,185,988 Vested ( 22,909,486 ) Forfeited ( 7,228,186 ) Non-vested at December 28, 2024 72,645,976 Granted 280,000 Vested ( 20,959,951 ) Forfeited ( 11,697,253 ) Non-vested at December 27, 2025 40,268,772 Fiscal Year Fiscal Year Fiscal Year 2025 2024 2023 Compensation expense - cash awards $ 17,832 $ 24,626 $ 31,040 Related income tax benefit $ 4,458 $ 6,156 $ 7,760 As of December 27, 2025, the unrecognized compensation costs related to the cash awards was $ 17,396 . We expect this cost to be recognized over a remaining weighted-average period of approximately 0.9 years. Stock-based Compensation Activity related to the time vesting restricted stock units granted under the 2024 Plan was as follows: Number of Awards Weighted-Average Grant Date Fair Value Non-vested at December 30, 2023 — $ — Granted 2,607,713 22.01 Vested ( 1,473,720 ) 22.00 Non-vested at December 28, 2024 1,133,993 22.01 Granted 1,428,244 19.03 Vested ( 388,529 ) 22.03 Forfeited ( 83,400 ) 20.44 Non-vested at December 27, 2025 2,090,308 $ 20.03 99 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) Fiscal Year Fiscal Year 2025 2024 Compensation expense $ 15,673 $ 34,067 Related income tax benefit $ 2,305 $ 3,731 As of December 27, 2025, the unrecognized compensation costs related to the time vesting restricted stock units was $ 33,113 . We expect this cost to be recognized over a remaining weighted-average period of approximately 1.4 years. Activity related to the performance vesting restricted stock units granted under the 2024 Plan was as follows: Number of Awards Weighted-Average Grant Date Fair Value Non-vested at December 30, 2023 — $ — Granted 2,467,775 17.42 Non-vested at December 28, 2024 2,467,775 17.42 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 2025 2024 Compensation expense $ 5,444 $ — Related income tax benefit $ 630 $ — 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 Activity related to the awards granted in the Participation Plan was as follows: Number of Units Non-vested at December 31, 2022 191,713,659 Granted 4,305,960 Forfeited ( 1,420,010 ) Non-vested at December 30, 2023 194,599,609 Granted 14,580,585 Forfeited ( 209,180,194 ) Non-vested at December 28, 2024 — As a result of the IPO, the Plan was cancelled in the fourth quarter of 2024. There was no compensation cost recognized for these awards during any periods presented. 100 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) Note 11 — Segment Information ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer. Our reportable segments coincide with the geographic operating segments which include North America, EMEA, Asia-Pacific, and Latin America. The measure of segment profit is income from operations. 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 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). 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”) and certain Corporate costs; 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. 101 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) Financial information by reportable segment is as follows: Fiscal Year Fiscal Year Fiscal Year 2025 2024 2023 Net sales North America $ 18,947,951 $ 17,373,047 $ 18,195,652 EMEA 15,197,089 14,260,257 14,481,069 Asia-Pacific 14,706,981 12,756,802 11,573,489 Latin America 3,704,242 3,593,565 3,790,154 Total $ 52,556,263 $ 47,983,671 $ 48,040,364 Significant segment expenses Cost of sales North America $ 17,542,063 $ 15,973,155 $ 16,712,010 EMEA 14,064,450 13,183,955 13,367,664 Asia-Pacific 14,103,471 12,132,315 10,950,647 Latin America 3,342,308 3,249,301 3,462,906 Total $ 49,052,292 $ 44,538,726 $ 44,493,227 Compensation North America $ 836,092 $ 840,696 $ 865,403 EMEA 540,980 504,847 503,676 Asia-Pacific 213,792 204,894 209,448 Latin America 135,109 129,799 121,672 Total $ 1,725,973 $ 1,680,236 $ 1,700,199 Depreciation costs North America $ 86,599 $ 74,939 $ 66,153 EMEA 14,554 15,249 17,056 Asia-Pacific 5,696 6,648 7,834 Latin America 5,745 5,617 6,102 Total $ 112,594 $ 102,453 $ 97,145 Intangible asset amortization North America $ 39,301 $ 42,148 $ 42,175 EMEA 24,891 23,958 23,782 Asia-Pacific 17,177 17,441 17,594 Latin America 3,223 3,331 3,452 Total $ 84,592 $ 86,878 $ 87,003 Other departmental operating expenses (a) North America $ 221,646 $ 193,057 $ 223,792 EMEA 175,123 170,552 158,026 Asia-Pacific 19,858 91,503 73,192 Latin America 55,847 55,044 51,320 Total $ 472,474 $ 510,156 $ 506,330 Integration and transition costs (b) North America $ 41,780 $ 5,659 $ 15,745 EMEA 4,041 2,839 ( 31 ) Asia-Pacific 353 1,656 ( 8 ) Latin America ( 1,876 ) ( 1,644 ) 4,388 Total $ 44,298 $ 8,510 $ 20,094 102 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) Fiscal Year Fiscal Year Fiscal Year 2025 2024 2023 Other segment items (c) North America $ ( 66,492 ) $ ( 78,766 ) $ ( 80,476 ) EMEA 82,707 99,437 93,697 Asia-Pacific 74,481 78,896 67,639 Latin America 40,731 32,533 46,799 Total $ 131,427 $ 132,100 $ 127,659 Total segment expenses $ 51,623,650 $ 47,059,059 $ 47,031,657 Income from operations North America $ 246,962 $ 322,159 $ 350,850 EMEA 290,343 259,420 317,199 Asia-Pacific 272,153 223,449 247,143 Latin America 123,155 119,584 93,515 Segment profit $ 932,613 $ 924,612 $ 1,008,707 Reconciliation of segment profit to income before income taxes Corporate $ ( 16,736 ) $ ( 47,996 ) $ ( 33,320 ) Cash-based compensation ( 17,832 ) ( 24,626 ) ( 31,040 ) Stock-based compensation ( 21,117 ) ( 34,067 ) — Other (income) expense Interest income $ ( 45,731 ) $ ( 45,335 ) $ ( 34,977 ) Interest expense 302,570 338,358 380,191 Net foreign currency exchange loss 42,342 22,901 42,070 Other expense 46,993 56,133 34,562 Income before income taxes $ 530,754 $ 445,866 $ 522,501 (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) 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. 103 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) 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, China, and India, no other country accounted for 10% or more of net sales for the periods presented. Fiscal Year Fiscal Year Fiscal Year 2025 2024 2023 Net sales: United States $ 18,026,433 34 % $ 16,369,823 34 % $ 17,300,808 36 % China 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, 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 % Except for the United States, no other country accounted for 10% or more of long-lived assets for the periods presented. December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024 Long-lived assets: United States $ 847,800 $ 869,921 51 % 52 % Outside of the United States 799,129 797,815 49 48 Total (1) $ 1,646,929 $ 1,667,736 100 % 100 % (1) Includes $ 711,809 and $ 772,571 of intangible assets, net of which $ 284,476 and $ 325,444 are located within the United States as of December 27, 2025 and December 28, 2024, respectively. The following table summarizes additional entity-wide disclosure of net sales by product category for the following periods: Fiscal Year Fiscal Year Fiscal Year 2025 2024 2023 Net sales: Client and Endpoint Solutions $ 33,838,940 64 % $ 29,974,140 63 % $ 29,149,776 61 % Advanced Solutions 17,597,016 34 16,859,551 35 17,883,252 37 Cloud-based Solutions 477,589 1 462,127 1 383,329 1 Other 642,718 1 687,853 1 624,007 1 Total $ 52,556,263 100 % $ 47,983,671 100 % $ 48,040,364 100 % Note 12 — Derivative Financial Instruments We use foreign currency forward contracts primarily to manage currency risk associated with foreign currency-denominated trade accounts receivable, accounts payable and intercompany loans. 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. 104 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) The notional amounts and fair values of derivative instruments in our Consolidated Balance Sheets are as follows: Notional Amounts (1) Fair Value December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024 Derivatives not receiving hedge accounting treatment recorded in: Other current assets: Foreign exchange contracts $ 114,908 $ 472,324 $ 1,245 $ 12,510 Interest rate cap — 1,375,000 — — Other (2) 1,265 1,265 12,938 9,616 Accrued expenses and other: Foreign exchange contracts 652,428 189,044 ( 6,692 ) ( 780 ) Total $ 768,601 $ 2,037,633 $ 7,491 $ 21,346 (1) Notional amounts represent the gross amount of foreign currency bought or sold at maturity for foreign exchange contracts. (2) Related to a convertible note receivable derivative. The amount recognized in earnings from our derivative instruments not receiving hedge accounting treatment, including ineffectiveness, is recorded in net foreign currency exchange (gain) loss as follows and is largely offset by the change in fair value of the underlying hedged assets or liabilities: Fiscal Year Fiscal Year Fiscal Year Location of (gain) loss in income 2025 2024 2023 Derivative instruments not qualifying as cash flow hedges: Net (gain) loss recognized in earnings Net foreign currency exchange (gain) loss $ ( 34,664 ) $ 2,884 $ 43,096 Interest expense — 884 5,211 Derivative instruments qualifying as hedging instruments: Gain recognized in accumulated other comprehensive income $ — $ — $ ( 1,188 ) Gain reclassified from accumulated other comprehensive income to interest expense Interest expense ( 171 ) ( 686 ) ( 349 ) There were no material gain or loss amounts excluded from the assessment of effectiveness. We report our derivatives at fair value as either assets or liabilities within our Consolidated Balance Sheets. See Note 13, “Fair Value Measurements”, for information on derivative fair values recorded on our Consolidated Balance Sheets for the periods presented. Note 13 — Fair Value Measurements Our assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1 — quoted market prices in active markets for identical assets and liabilities; Level 2 — observable market-based inputs or unobservable inputs that are corroborated by market data; and Level 3 — unobservable inputs that are not corroborated by market data. 105 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: December 27, 2025 Total Level 1 Level 2 Level 3 Assets: Derivative assets $ 14,183 $ — $ 14,183 $ — Investments held in Rabbi Trust 93,001 93,001 — — Total assets at fair value $ 107,184 $ 93,001 $ 14,183 $ — Liabilities: Derivative liabilities $ 6,692 $ — $ 6,692 $ — Total liabilities at fair value $ 6,692 $ — $ 6,692 $ — As of December 28, 2024, our assets and liabilities measured at fair value on a recurring basis are categorized in the table below: December 28, 2024 Total Level 1 Level 2 Level 3 Assets: Derivative assets $ 22,126 $ — $ 22,126 $ — Investments held in Rabbi Trust 93,770 93,770 — — Total assets at fair value $ 115,896 $ 93,770 $ 22,126 $ — Liabilities: Derivative liabilities $ 780 $ — $ 780 $ — Contingent consideration 2,888 — — 2,888 Total liabilities at fair value $ 3,668 $ — $ 780 $ 2,888 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. 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. The fair values and carrying values of these notes are shown in the tables below: December 27, 2025 Fair Value Total Level 1 Level 2 Level 3 Carrying Value Senior secured notes, 4.75 % due 2029 $ 1,962,500 $ — $ 1,962,500 $ — $ 1,976,786 Term loan credit facility 805,910 — 805,910 — 764,849 $ 2,768,410 $ — $ 2,768,410 $ — $ 2,741,635 December 28, 2024 Fair Value Total Level 1 Level 2 Level 3 Carrying Value Senior secured notes, 4.75 % due 2029 $ 1,885,000 $ — $ 1,885,000 $ — $ 1,969,768 Term loan credit facility 931,535 — 931,535 — 885,882 $ 2,816,535 $ — $ 2,816,535 $ — $ 2,855,650 106 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. Our ABL Revolving Credit Facility and European revolving trade accounts receivable-backed financing program bear interest at variable rates based on designated local reference rates and commercial paper rates, respectively, plus a predetermined fixed margin. The interest rates of our revolving unsecured credit facilities and other debt are dependent upon the local short-term bank indicator rate for a particular currency, which also resets regularly. The carrying amounts of all these facilities approximate their fair value because of the revolving nature of the borrowings and because the all-in rate (consisting of variable rates and fixed margin) adjusts regularly to reflect current market rates with appropriate consideration for our credit profile. Note 14 — Employee Benefit Plans Our U.S.-based employee savings benefit plans permit eligible employees to make contributions up to certain limits, which are matched by us at stipulated percentages. Our contributions charged to expense were $ 10,633 , $ 11,235 , and $ 11,589 in Fiscal Year 2025, Fiscal Year 2024, and Fiscal Year 2023, respectively. Deferred Compensation Plan We have a non-qualified deferred compensation plan (“NQDC”) that provides certain key officers and employees the ability to defer a portion of their compensation until a later date. The assets are held in a “Rabbi Trust” which invests in various mutual funds as directed by the plan participants. The Rabbi Trust is intended to be used as a source of funds to match respective funding obligations to participants. The assets of the trust are subject to the claims of our creditors in the event that we become insolvent. The assets and liabilities of the plan are recorded within other assets and other liabilities, respectively, in the Consolidated Balance Sheets. Changes in the deferred compensation balance are recorded to compensation expense and reflected within SG&A expenses of our Consolidated Statements of Income. Changes in the fair value of assets of the plan are recorded within other expense in our Consolidated Statements of Income. For amounts currently held on the Consolidated Balance Sheets, see Note 13, “Fair Value Measurements”. Self-Insurance We self-insure coverage for certain U.S. employee medical claims. 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. 107 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) Note 16 — Related Party Transactions 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, 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 — Subsequent Events 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. 108 INGRAM MICRO HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share, unit and per share data) SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS (In 000s) Description Beginning Balance Charged to Costs and Expenses Deductions Other(*) Ending Balance Allowance for doubtful accounts: Fiscal Year 2025 $ 146,999 $ 46,297 $ ( 41,716 ) $ 17,585 $ 169,165 Fiscal Year 2024 $ 163,727 $ 30,534 $ ( 49,714 ) $ 2,452 $ 146,999 Fiscal Year 2023 $ 140,328 $ 58,197 $ ( 31,591 ) $ ( 3,207 ) $ 163,727 Allowance for sales returns(**): Fiscal Year 2025 $ 16,239 $ 158,935 $ ( 160,757 ) $ 140 $ 14,557 Fiscal Year 2024 $ 18,916 $ 186,646 $ ( 189,015 ) $ ( 308 ) $ 16,239 Fiscal Year 2023 $ 23,424 $ 272,933 $ ( 276,046 ) $ ( 1,395 ) $ 18,916 (*) “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. 109 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures None.