Ingram Micro Holding Corp美股招股说明书(2026-03-05版)

SUBJECT TO COMPLETION, DATED MARCH 5, 2026. Preliminary Prospectus Supplement(To Prospectus dated December 3, 2025) $200,000,000 Ingram Micro Holding CorporationCommon Stock The selling stockholder identified in this prospectus supplement, Ingram Holdco, LLC (the “selling stockholder”), an investment vehicle of certain privateinvestment funds sponsored and ultimately controlled by Platinum Equity, LLC (together with its affiliated investment vehicles, “Platinum”) is offering, shares ofcommon stock, par value $0.01 per share (the “Common Stock”) of Ingram Micro Holding Corporation. Subject to certain conditions, we intend to repurchase directly from the selling stockholder an aggregate number of shares of Common Stock of at least $50million as part of our Stock Repurchase Program (as defined herein) for a price per share equal to the price per share at which the underwriters have agreed to purchaseshares of Common Stock from the selling stockholder in this offering (the “Stock Repurchase”). Based on the last reported sale price of our Common Stock as reportedon the New York Stock Exchange (the “NYSE”) on March 4, 2026, this would result in a repurchase of at least 1,901,863 shares of Common Stock. The underwriterswill not receive any compensation for the shares of Common Stock being purchased by us pursuant to the Stock Repurchase. The completion of the Stock Repurchase isexpected to occur concurrently with, and is subject to the completion of, the closing of this offering. This offering is not conditioned upon the completion of the StockRepurchase, and we cannot provide any assurance that the Stock Repurchase will occur on the terms and timeline as contemplated herein, or at all. The description andthe other information included in this prospectus supplement regarding the Stock Repurchase is included solely for informational purposes, and nothing in thisprospectus supplement shall constitute an offer to sell, or the solicitation of an offer to purchase or repurchase by us of, any shares of our Common Stock. See“Prospectus Supplement Summary—Recent Developments—Concurrent Stock Repurchase.”Our Common Stock is listed on the NYSE under the symbol “INGM.” On March 4, 2026, the last sale price of our Common Stock as reported on the NYSE was $26.29 per share. After the completion of this offering, without giving effect to the Stock Repurchase, Platinum will continue to beneficially own 86.5% of the voting power ofall of our outstanding shares of Common Stock (or 85.9% of the voting power of all of our outstanding shares of Common Stock if the underwriters exercise in full theiroption to purchase additional shares of Common Stock as described herein). After the completion of this offering and taking into account the Stock Repurchase(assuming at least 1,901,863shares were repurchased at a price of $26.29 per share, which is the last reported sale price of our Common Stock on the NYSE on March4, 2026) Platinum will continue to beneficially own 86.4% of the voting power of all of our outstanding shares of Common Stock (or 85.8% of the voting power of all ofour outstanding shares of Common Stock if the underwriters exercise in full their option to purchase additional shares of Common Stock as described herein). In eachcase, as a result, we will continue to be a “controlled company” within the meaning of the corporate governance rules of the NYSE. We are not selling any shares of Common Stock in this offering, and we will not receive any proceeds from the sale of the shares of Common Stock by theselling stockholder. See “Use of Proceeds.” We will bear all of the offering expenses other than the underwriting discounts and commissions. Investing in our Common Stock involves risk. See “Risk Factors” beginning on pageS-14 of the prospectus supplement, the information in thesection entitled Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 27, 2025 (the “2025 Form 10-K”) incorporated byreference herein and any other risk factors included in the accompanying prospectus and in the documents incorporated by reference in this prospectussupplement or the accompanying prospectus for a discussion of the factors you should carefully consider before deciding to purchase shares of our CommonStock. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement or any accompanying prospectus. Any representation to the contrary is a criminaloffense. Public offering priceUnderwriting discounts and commissionsProceeds, before expenses, to the selling stockholder(2)(3) (1)Assumes no exercise of the underwriters’ option to purchase additional shares of Common Stock from the selling stockholder as described below. The aggregatenumber of shares of Common Stock of at least $50 million we purchase from the selling stockholder pursuant to the Stock Repurch