Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation and supervision of our principal executive officer and our principal financial officer, evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of December 27, 2025, due to the material weakness in our internal control over financial reporting described below. However, our management, including our principal executive officer and our principal financial officer, has concluded that, notwithstanding the identified material weakness in our internal control over financial reporting, the consolidated financial statements in this Annual Report on Form 10-K fairly presents, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with U.S. GAAP.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the 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 and procedures may deteriorate.
Our management carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer, of the effectiveness of our internal control over financial reporting as of December 27, 2025 based on the criteria established in “Internal Control — Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon this evaluation, our management concluded that our internal control over financial reporting was not effective as of December 27, 2025 due to the material weakness described below.
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 our annual or interim financial statements would not be prevented or detected on a timely basis.
We identified a material weakness in our internal control over financial reporting as we did not design and maintain 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 our financial statements. Specifically, certain personnel have the ability to create and post manual journal entries that are not identified to be reviewed by separate individuals. The material weakness did not result in a misstatement (or adjustment) to the consolidated financial statements. However, the material weakness could result in misstatements of the consolidated financial statements or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
The effectiveness of our internal control over financial reporting as of December 27, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report set forth above in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
Remediation of Previously Reported Material Weaknesses in Internal Control Over Financial Reporting
As previously reported in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024, we identified material weaknesses in our internal control over financial reporting. We did not design and maintain an effective risk assessment process at a precise enough level to identify risks of material misstatement in the consolidated financial statements related to evolving and growing areas of the business. This material weakness contributed to an additional material weakness around the design and maintenance of effective controls over the identification of and accounting for multi-period software license agreements.
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To address the material weakness related to the identification of and accounting for multi-period software license agreements, we designed and implemented internal controls over the accuracy and completeness of revenue recognition related to multi-period software license agreements. During the third and fourth quarters of Fiscal Year 2025, we completed our testing of the design and operating effectiveness of the implemented controls and found them to be effective. As a result, we have concluded that this material weakness has been remediated as of December 27, 2025.
To address the material weakness related to a risk assessment process over evolving and growing areas of the business, we established a formal process and designed internal controls to ensure the timely identification and evaluation of evolving and growing areas of the business that could have a material impact on our consolidated financial statements. During the third and fourth quarters of Fiscal Year 2025, we completed our testing of the design and operating effectiveness of the implemented controls and found them to be effective. Accordingly, we have concluded that this material weakness has been remediated as of December 27, 2025.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the fiscal quarter ended December 27, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
During the three months ended December 27, 2025, none of our Section 16 officers or directors (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined in Section 408(c) of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required under this Item is incorporated herein by reference to the following sections in our definitive proxy statement to be filed with the SEC no later than 120 days after the close of our fiscal year ended December 27, 2025 (the “2026 Proxy Statement”):
• “Proposal 1: Election of Directors;”
• “Board Composition” and
• “Corporate Governance.”
With respect to Item 408(b) of Regulation S-K, the Company has also adopted an insider trading policy governing the purchase, sale and other dispositions of Company or third-party securities by the directors, officers and employees of the Company while in possession of material non-public information relating to the Company. It is the policy of the Company that the Company will not engage in transactions in the Company’s securities while aware of material nonpublic information relating to the Company or the Company’s securities. The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to the Company. A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.
Item 11. Executive Compensation
The information required under this Item is incorporated herein by reference to the section entitled “Executive and Director Compensation” in our 2026 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of February 23, 2026, information regarding beneficial ownership of our capital stock by the following individuals or entities:
• each person, entity or group of affiliated persons, known by us to beneficially own more than 5% of our voting securities;
• each of our NEOs;
• each of our directors; and
• all of our executive officers and directors as a group.
To our knowledge, each person named in the table has sole voting and investment power with respect to all of the securities shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. The number of securities shown represents the number of securities the person “beneficially owns,” as determined by the rules of the SEC. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. A security holder is also deemed to be, as of any date, the beneficial owner of all securities that such security holder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement or (4) the automatic termination of a trust, discretionary account or similar arrangement. As of February 23, 2026, there were 235,074,694 s hares of the Company’s Common Stock outstanding.
Unless otherwise noted below, the address for each of the stockholders in the table below is c/o Ingram Micro Holding Corporation, 3351 Michelson Drive, Suite 100, Irvine, CA 92612.
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Beneficial owner Number of Shares Beneficially Owned (2)
Percentage of Class
5% Stockholders:
Investment vehicles affiliated with Platinum Equity, LLC (1) . . . . . . . .
210,952,854 89.7 %
Named Executive Officers and Directors:
Felicia Alvaro . . . . . . . . . . . 15,393 (*)
Augusto Aragone . . . . . . . . 121,079 (*)
Craig Ashmore . . . . . . . — (*)
Paul Bay . . . . . . . . . . . . . . . 330,257 (*)
Christian Cook . . . . . . . . . . 46,000 (*)
Jakki Haussler . . . . . . . . . . . 8,409 (*)
Leslie Heisz . . . . . . . . . . . . . 8,409 (*)
Bryan Kelln . . . . . . . . . . . . . — (*)
Jacob Kotzubei . . . . . . . . . . — (*)
Matthew Louie . . . . . . . . . . — (*)
Alain Monié . . . . . . . . . . . . 1,335,793 (*)
Scott Sherman . . . . . . . . . . . 147,867 (*)
Mary Ann Sigler . . . . . . . . . 7,500 (*)
Sharon Wienbar . . . . . . . . . 8,409 (*)
Eric Worley . . . . . . . . . . . . . — (*)
Michael Zilis . . . . . . . . . . . . 184,862 (*)
Executive Officers and Directors as a group (16 persons) 2,213,978 (*)
* Less than 1%.
(1) Ingram Holdco, LLC is the record holder of 191,326,531 shares of our Common Stock. Imola JV Holdings,L.P., which is the sole member of Ingram Holdco, LLC, is the record holder of 19,626,323 shares of our Common Stock. Tom Gores is the manager of Platinum Equity, LLC, which is the sole member of Platinum Equity Investment Holdings, LLC, which is the sole member of Platinum Equity Investment Holdings IC (Cayman), LLC which is the general partner of Platinum Equity InvestCo, L.P., which is the sole member of Platinum Equity Investment Holdings V, LLC, which is the sole member of Platinum Equity Partners V, LLC, which is the general partner of Platinum Equity Partners V, L.P., which is the general partner of Imola JV Holdings, L.P. By virtue of these relationships, each of these entities and Mr. Gores may be deemed to share beneficial ownership of the securities held of record by Imola JV Holdings, L.P. and Ingram Holdco, LLC. The business address of each of the entities named herein and Mr. Gores is 360 North Crescent Drive, South Building, Beverly Hills, CA 90210. Based on information provided to us, as of the date of this Annual Report on Form 10-K, Ingram Holdco, LLC has pledged 191,326,531 shares of our Common Stock pursuant to a margin loan agreement and related documentation on a non-recourse basis. Ingram Holdco, LLC has informed the Company that the margin loan agreement contains customary default provisions and that in the event of a default under the margin loan agreement the secured parties may foreclose upon any and all shares of our Common Stock pledged to them. See “Risk Factors—Risks Related to Ownership of Our Common Stock — If we or Platinum sell shares of our Common Stock or are perceived by the public markets as intending to sell them, the market price of our Common Stock could decline.”
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(2) The table includes the number of shares of Company Common Stock to be issued upon the vesting of RSUs within sixty (60) days of February 23, 2026 (the “Vesting RSUs”), as follows: Mr. Aragone—4,832 shares under Vesting RSUs; Mr. Bay—38,659 shares under Vesting RSUs; Mr. Sherman—4,832 shares under Vesting RSUs; Mr. Zilis—7,248 shares under Vesting RSUs; current directors and executive officers as a group (16 persons)—55,571 shares under Vesting RSUs. The table does not reflect the number of shares of Common Stock to be issued pursuant to unvested RSUs (the “Unvested RSUs”) that are not scheduled to vest within sixty (60) days of February 23, 2026, as follows: Ms. Alvaro—9,615 shares under Unvested RSUs; Mr. Aragone—55,588 shares under Unvested RSUs; Mr. Bay—171,547 shares under Unvested RSUs; Ms. Haussler—9,615 shares under Unvested RSUs; Ms. Heisz—9,615 shares under Unvested RSUs; Mr. Monié—9,615 shares under Unvested RSUs; Mr. Sherman—60,691 shares under Unvested RSUs; Ms. Wienbar—9,615 shares under Unvested RSUs; Mr. Zilis—85,220 shares under Unvested RSUs; current directors and executive officers as a group (16 persons)—421,121 shares under Unvested RSUs.
The information required under this Item is incorporated herein by reference to the section entitled “Security Ownership” in our 2026 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required under this Item is incorporated herein by reference to the following sections of our 2026 Proxy Statement:
• “Certain Relationships and Related Person Transactions”; and
• “Corporate Governance.”
Item 14. Principal Accounting Fees and Services
The information required under this Item is incorporated herein by reference the section entitled “Proposal 4: Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2026” in our 2026 Proxy Statement.
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Part IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Documents filed as part of this report:
(1) Financial Statements
See Index under Item 8.
(2) Financial Statements Schedule
See Index under Item 8.
(3) Exhibits
See Item 15(b) below.
(b) Exhibits.
See the Exhibit Index immediately preceding the signature pages hereto, which is incorporated by reference as if fully set forth herein.
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EXHIBIT INDEX
Incorporated by Reference
Exhibit No. Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date
3.1 Second Amended and Restated Certificate of Incorporation of Ingram Micro Holding Corporation.
8-K 3.1 10/25/2024
3.2 Amended and Restated Bylaws of Ingram Micro Holding Corporation.
8-K 3.2 10/25/2024
4.1 Investor Rights Agreement, effective October 23, 2024.
8-K 4.1 10/25/2024
4.2** Indenture, dated as of April 22, 2021, by and between Imola Merger Corporation, the Guarantors (as such term is defined therein), and the Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent, together with the form of senior secured note.
S-1 4.1 9/30/2024
4.3 First Supplemental Indenture, dated as of July 2, 2021, by and among Ingram Micro Inc., Imola Acquisition Corporation, and the other Guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, N.A.
S-1 4.2 9/30/2024
4.4 Description of Securities
10-K 12/28/2024 4.4 3/5/2025
10.1** ABL Credit Agreement, dated as of July 2, 2021, by and among Imola Acquisition Corporation, Ingram Micro Inc., the borrowers therein, various lenders and issuing banks, and JP Morgan Chase Bank, N.A.
S-1 10.2 9/30/2024
10.1.1 Amendment No. 1 to the ABL Credit Agreement, dated as of August 12, 2021, by and among Imola Acquisition Corporation, Ingram Micro Inc., the borrowers therein, and JP Morgan Chase Bank, N.A.
S-1 10.2.1 9/30/2024
10.1.2 Amendment No. 2 to the ABL Credit Agreement, dated as of May 30, 2023, by and among Imola Acquisition Corporation, Ingram Micro Inc., the other credit parties party thereto, lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A.
S-1 10.2.2 9/30/2024
10.1.3 Amendment No. 3 to the ABL Credit Agreement, dated as of June 17, 2024, by and among Ingram Micro Inc. and JPMorgan Chase Bank, N.A.
S-1 10.2.3 9/30/2024
10.1.4 Amendment No. 4 to the ABL Credit Agreement, dated as of September 20, 2024, by and among Imola Acquisition Corporation, Ingram Micro Inc., the other credit parties and non-credit parties thereto, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A.
S-1 10.2.4 9/30/2024
10.2** Term Loan Credit Agreement, dated as of July 2, 2021, by and among Imola Acquisition Corporation, Ingram Micro Inc., JP Morgan Chase Bank, N.A., and the lenders, agents and other parties thereto.
S-1 10.3 9/30/2024
10.2.1 Amendment No. 1 to the Term Loan Credit Agreement, dated as of June 23, 2023, by JPMorgan Chase Bank, N.A.
S-1 10.3.1 9/30/2024
10.2.2 Amendment No. 2 to the Term Loan Credit Agreement, dated as of September 27, 2023, by JPMorgan Chase Bank, N.A.
S-1 10.3.2 9/30/2024
10.2.3 Amendment No. 3 to the Term Loan Credit Agreement, dated as of September 20, 2024, by and among Imola Acquisition Corporation, Ingram Micro Inc., JPMorgan Chase Bank, N.A., and the lenders party thereto.
S-1 10.3.3 9/30/2024
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Incorporated by Reference
Exhibit No. Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date
10.2.4 Amendment No. 4 to the Term Loan Credit Agreement dated as of June 17, 2025, by and among Imola Acquisition Corporation, Ingram Micro Inc., JPMorgan Chase Bank, N.A., and the lenders party thereto
10-Q 6/28/2025 10.1 8/6/2025
10.3 Form of Indemnification Agreement for Officers and Directors.
S-1 10.4 9/30/2024
10.4† 2024 Stock Incentive Plan.
S-8 99.1 10/23/2024
10.4.1† 2024 Stock Incentive Plan, form of Restricted Stock Unit Grant Notice and Agreement (Non-Employee Directors).
S-1 10.5.1 9/30/2024
10.4.2† 2024 Stock Incentive Plan, form of Restricted Stock Unit Grant Notice and Agreement (IPO Grants).
S-1 10.5.2 9/30/2024
10.4.3† 2024 Stock Incentive Plan, form of Performance Restricted Stock Unit Grant Notice and Agreement (IPO Grants).
S-1 10.5.3 9/30/2024
10.4.4† 2024 Stock Incentive Plan, form of Restricted Stock Unit Grant Notice and Agreement.
10-K 12/28/2024 10.4.4 3/5/2025
10.4.5† 2024 Stock Incentive Plan, form of Performance Restricted Stock Unit Grant Notice and Agreement.
10-K 12/28/2024 10.4.5 3/5/2025
10.6† Letter agreement with Paul Bay, dated December 22, 2021.
S-1 10.7 9/30/2024
10.7† Supplemental Investment Savings Plan (conformed copy incorporating all amendments through January 1, 2019).
S-1 10.8 9/30/2024
10.8† Executive Change in Control Severance Plan.
S-1 10.9 9/30/2024
10.9† Executive Officer Severance Policy.
S-1 10.10 9/30/2024
10.10† Executive Incentive Program.
S-1 10.11 9/30/2024
10.11† Retention Bonus Letter Agreement
10-K 12/28/2024 10.11 3/5/2025
19.1 Insider Trading Policy
10-K 12/28/2024 19.1 3/5/2025
21.1 Subsidiaries of the Company.
X
23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
X
24.1 Power of Attorney (see signature page of this report). X
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
X
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
X
32.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
X
97.1 Policy for the Recovery of Erroneously Awarded Compensation
10-K 12/28/2024 97.1 3/5/2025
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
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Incorporated by Reference
Exhibit No. Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). X
** Certain schedules and/or exhibits have been omitted. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.
† Indicates management contract or compensatory plan, contract or arrangement.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INGRAM MICRO HOLDING CORPORATION
By: /s/ Paul Bay
Name: Paul Bay
Title: Chief Executive Officer
Date: March 3, 2026
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of Paul Bay, Michael Zilis, and Augusto Aragone, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place, and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signatures Title Date
/s/ Paul Bay
Chief Executive Officer
(principal executive officer)
March 3, 2026
Paul Bay
/s/ Michael Zilis
Executive Vice President and Chief Financial Officer
(principal financial officer) March 3, 2026
Michael Zilis
/s/ Cari Hornstein
Senior Vice President, Controller and Chief Accounting Officer (principal
accounting officer) March 3, 2026
Cari Hornstein
/s/ Felicia Alvaro
Director March 3, 2026
Felicia Alvaro
/s/ Craig Ashmore
Director March 3, 2026
Craig Ashmore
/s/ Christian Cook
Director March 3, 2026
Christian Cook
/s/ Jakki Haussler
Director March 3, 2026
Jakki Haussler
/s/ Leslie Heisz
Director March 3, 2026
Leslie Heisz
/s/ Bryan Kelln
Director March 3, 2026
Bryan Kelln
/s/ Jacob Kotzubei
Director March 3, 2026
Jacob Kotzubei
/s/ Matthew Louie
Director March 3, 2026
Matthew Louie
/s/ Alain Monié
Director March 3, 2026
Alain Monié
/s/ Mary Ann Sigler
Director March 3, 2026
Mary Ann Sigler
/s/ Sharon Wienbar
Director March 3, 2026
Sharon Wienbar
/s/ Eric Worley
Director March 3, 2026
Eric Worley
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