Secondary Share Sale Priced at $26 Per Share as Company Executes $30 Million Buyback Alongside Offering
Ingram Micro Holding Corporation has announced the pricing details of its previously disclosed secondary public offering of common stock, marking a significant transaction involving one of its principal shareholders. The offering is being conducted by Ingram Holdco, LLC, an affiliate of Platinum Equity, which is acting as the sole selling stockholder in this transaction.
According to the announcement, the offering consists of 12,740,384 shares of Ingram Micro’s common stock, priced at $26.00 per share for the public. This pricing reflects prevailing market conditions and investor demand at the time of the offering. The transaction is being carried out under an automatic shelf registration statement previously filed with the U.S. Securities and Exchange Commission, which allows the company and its shareholders to efficiently access capital markets when conditions are favorable.
Importantly, this is a secondary offering, meaning that all shares are being sold by the existing shareholder rather than the company itself. As a result, Ingram Micro will not receive any proceeds from the sale. Instead, all net proceeds—after underwriting discounts and commissions—will go directly to the selling stockholder, Ingram Holdco, LLC. This structure is commonly used by private equity investors seeking to monetize part of their holdings while maintaining flexibility for future exits.
To provide additional flexibility and potentially meet excess market demand, the selling stockholder has granted the underwriters a 30-day option to purchase up to an additional 1,730,769 shares of common stock. This option, often referred to as a “greenshoe” option, allows underwriters to stabilize the stock price and accommodate investor interest beyond the base offering size. Should this option be exercised in full, it would increase the total size of the offering and further enhance liquidity in the company’s shares.
While the company itself is not selling shares in the offering, it is participating in a related but separate transaction designed to return value to shareholders. Specifically, Ingram Micro has authorized a concurrent share repurchase program, under which it intends to buy back approximately $30 million worth of its own common stock from the underwriters. The repurchase price will match the price at which the underwriters acquire shares from the selling stockholder, ensuring consistency in valuation.
This share repurchase will be funded using the company’s existing cash reserves, signaling confidence in its financial position and ongoing business performance. Notably, the underwriters will not receive any compensation in connection with this repurchase transaction, which is structured independently of the primary underwriting arrangement.
Although the share repurchase is contingent upon the successful closing of the offering, the reverse is not true—the completion of the offering does not depend on the execution of the repurchase. This distinction underscores the independent nature of the two transactions, even though they are occurring concurrently and are strategically aligned.
The offering is being led by a group of major global financial institutions. Morgan Stanley, Goldman Sachs, and J.P. Morgan are serving as the lead representatives of the underwriters and joint bookrunning managers. These firms are responsible for coordinating the offering, managing investor outreach, and facilitating the distribution of shares.
They are supported by an extensive syndicate of additional bookrunners, including BofA Securities, Deutsche Bank Securities, Evercore, Jefferies, RBC Capital Markets, Fifth Third Securities, and Mizuho. In addition, several firms are participating as co-managers, further broadening the distribution network and supporting the execution of the transaction.
The offering is expected to close on or about May 7, 2026, subject to customary closing conditions. These conditions typically include the absence of material adverse changes, regulatory compliance, and the successful completion of all necessary documentation and settlement procedures.
From a regulatory standpoint, the offering is being conducted in compliance with U.S. securities laws. The automatic shelf registration statement on Form S-3, which includes a base prospectus, has already been declared effective by the SEC. Investors interested in the offering can access the prospectus supplement and related materials through the SEC’s EDGAR database or by contacting the lead underwriters directly.
It is important to note that this announcement is provided strictly for informational purposes. It does not constitute an offer to sell or a solicitation to buy any securities. Any such offer or solicitation can only be made through the official prospectus and in jurisdictions where it is legally permitted. Securities offerings are subject to strict regulatory requirements, and participation is limited to investors who meet applicable legal and financial criteria.
Overall, the transaction represents a strategic move by the selling stockholder to partially divest its holdings while maintaining market stability through structured underwriting and optional share allocations. At the same time, Ingram Micro’s decision to repurchase shares demonstrates a balanced capital allocation approach, combining shareholder returns with prudent financial management.
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