Ingram Micro Holding Corp
For the period ended May 13, 2026. Filed Mar 26, 2026.
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May 13, 2026 · Filed Mar 26, 2026
Contents
Appendix A
Definitions of Non-GAAP Measures and
Reconciliations to Most Comparable GAAP Measures** **
(unaudited)
| • | We define adjusted EBITDA as EBITDA (calculated as net income before net interest expense, income taxes, depreciation and amortization expenses) adjusted to give effect to (i) restructuring costs incurred primarily related to employee termination benefits in connection with actions to align our cost structure in certain markets, (ii) net realized and unrealized foreign currency exchange gains and losses including net gains and losses on derivative instruments not receiving hedge accounting treatment, (iii) costs of integration, transition, and operational improvement initiatives, as well as consulting, retention and transition costs associated with our organizational effectiveness programs charged to selling, general and administrative expenses, (iv) the advisory fees paid to Platinum Advisors under the Corporate Advisory Services Agreement (“CASA”) that was in effect until its termination in October 2024, (v) cash-based compensation expense associated with our cash-based long-term incentive program for certain employees in lieu of equity-based compensation prior to the IPO, (vi) stock-based compensation expense for restricted stock units issued in connection with our IPO, and (vii) certain other items as defined in our credit agreements. |
| • | We define adjusted free cash flow as net income adjusted to give effect to (i) depreciation and amortization, (ii) other non-cash items and changes to non-working capital assets/liabilities, (iii) changes in working capital, (iv) proceeds from the deferred purchase price of factored receivables, and (v) capital expenditures. |
| • | We define non-GAAP net income as net income adjusted to give effect to (i) amortization of intangibles, (ii) restructuring costs incurred primarily related to employee termination benefits in connection with actions to align our cost structure in certain markets, (iii) net realized and unrealized foreign currency exchange gains and losses including net gains and losses on derivative instruments not receiving hedge accounting treatment, (iv) costs of integration, transition, and operational improvement initiatives, as well as consulting, retention and transition costs associated with our organizational effectiveness programs charged to selling, general and administrative expenses, (v) the advisory fees paid to Platinum Advisors under the CASA, (vi) cash-based compensation expense associated with our cash-based long-term incentive program for certain employees in lieu of equity-based compensation prior to our IPO, (vii) stock-based compensation expense for restricted stock units issued in connection with our IPO, (viii) certain other items as defined in our credit agreements, (ix) the GAAP tax provisions for and/or valuation allowances on items (i), (ii), (iii), (iv), (v), (vi), (vii), and (viii), and (x) the GAAP tax provisions for and/or valuation allowances on large non-recurring or discrete items. This metric differs from adjusted net income, which is a component of adjusted ROIC as described above. |
| • | Adjusted ROIC is defined as adjusted net income divided by the invested capital for the period. Adjusted net income for a particular period is defined as net income plus (i) other income/expense, (ii) amortization of intangibles, (iii) restructuring costs incurred primarily related to employee termination benefits in connection with actions to align our cost structure in certain markets, (iv) integration and transition costs, (v) the advisory fees paid to Platinum Advisors under the CASA, plus (vi) the GAAP tax provisions for and/or valuation allowances on items (i), (ii), (iii), (iv) and (v), plus (vii) the GAAP tax provisions for and/or valuation allowances on large non-recurring or discrete items. |
The following is a reconciliation of net income to adjusted EBITDA:
| | |||
|---|---|---|---|
| ($ in thousands) | Fiscal Year Ended December 27, 2025 | | Fiscal Year Ended December 28, 2024 |
| Net income | $327,882 | | $264,222 |
| Interest income | (45,731) | | (45,335) |
| Interest expense | 302,570 | | 338,358 |
| Provision for income taxes | 202,872 | | 181,644 |
| Depreciation and amortization | 197,186 | | 189,331 |
| EBITDA | $984,779 | | $928,220 |
| Restructuring costs | 15,432 | | 38,354 |
| Net foreign currency exchange loss | 42,342 | | 22,901 |
| Integration, transition and operational improvement costs | 215,667 | | 172,764 |
| Advisory fee | — | | 20,380 |
| Cash-based compensation expense | 17,832 | | 24,626 |
| Stock-based compensation expense | 21,117 | | 34,067 |
| Other | 60,660 | | 77,322 |
| Adjusted EBITDA | $1,357,829 | | $1,318,634 |
The following is a reconciliation of net income to adjusted free cash flow:
| ($ in thousands) | Fiscal Year Ended December 27, 2025 | | Fiscal Year Ended December 28, 2024 |
|---|---|---|---|
| Net Income | $327,882 | | $264,222 |
| Depreciation and amortization | 197,186 | | 189,331 |
| Other non-cash items and changes to non-working capital assets/liabilities | 3,337 | | 56,104 |
| Changes in working capital | 387,722 | | (175,818) |
| Cash provided by operating activities | $916,127 | | $333,839 |
| Capital expenditures | (130,754) | | (142,703) |
| Proceeds from deferred purchase price of factored receivables | 313,206 | | 252,199 |
| Adjusted free cash flow | $1,098,579 | | $443,335 |
The following is a reconciliation of net income to non-GAAP net income:
| | |||
|---|---|---|---|
| ($ in thousands) | Fiscal Year Ended December 27, 2025 | | Fiscal Year Ended December 28, 2024 |
| Net income | $327,882 | | $264,222 |
| Pre-tax adjustments: | | | |
| Amortization of intangibles | 84,592 | | 86,878 |
| Restructuring costs | 15,432 | | 38,354 |
| Net foreign currency exchange loss | 42,342 | | 22,901 |
| Integration, transition and operational improvement costs | 215,667 | | 172,764 |
| Advisory fee | — | | 20,380 |
| Cash-based compensation expense | 17,832 | | 24,626 |
| Stock-based compensation expense | 21,117 | | 34,067 |
| Other items | 53,285 | | 67,055 |
| Tax Adjustments: | | | |
| Tax impact of pre-tax adjustments (a) | (109,800) | | (110,207) |
| Other miscellaneous tax adjustments (b) | 13,586 | | 6,846 |
| Non-GAAP Net Income | $681,935 | | $627,886 |
(a) Tax impact of pre-tax adjustments reflects the current and deferred income taxes associated with the above pre-tax adjustments in arriving at Non-GAAP Net Income.
(b) Other miscellaneous tax adjustments represent non-recurring adjustments resulting from a valuation allowance adjustment of $13,866 in Fiscal Year Ended December 27, 2025; adjustments of uncertain tax liabilities of ($1,172) and ($2,184) in Fiscal Year Ended December 27, 2025 and Fiscal Year Ended December 28, 2024; $4,788 non-recurring adjustments to certain deferred tax assets related to IRC Section 162(m) limitations on the tax
deductibility of officers' compensation in Fiscal Year Ended December 28, 2024; and other minor non-recurring items.
The following is a reconciliation of net income to adjusted ROIC:
| ($ in thousands) | Fiscal Year Ended December 27, 2025 | | Fiscal Year Ended December 28, 2024 |
|---|---|---|---|
| Net income | $327,882 | | $264,222 |
| Pre-tax adjustments: | | | |
| Other expense | 346,174 | | 372,057 |
| Amortization of intangibles | 84,592 | | 86,878 |
| Restructuring costs | 15,432 | | 38,354 |
| Integration and transition costs | 61,034 | | 36,126 |
| Advisory fee | — | | 20,380 |
| Tax adjustments: | | | |
| Tax impact of pre-tax adjustments (a) | (122,110) | | (125,100) |
| Other discrete items (b) | 13,586 | | 6,846 |
| Adjusted net income | $726,590 | | $699,763 |
| | | | |
| Stockholders' equity | 4,248,418 | | 3,733,875 |
| Long-term debt | 2,749,781 | | 3,168,280 |
| Short-term debt and current maturities of long-term debt | 449,583 | | 184,860 |
| Cash and cash equivalents | (1,864,724) | | (918,401) |
| Invested Capital | $5,583,058 | | $6,168,614 |
| | | | |
| Number of Days | 364 | | 364 |
| Adjusted Return on Invested Capital | 13.0% | | 11.3% |
(a) Tax impact of pre-tax adjustments reflects the current and deferred income taxes associated with the above pre-tax adjustments in arriving at Adjusted Net Income.
(b) Other discrete items represent non-recurring adjustments resulting from valuation allowance adjustments of $13,866 in Fiscal Year Ended December 27, 2025; adjustments of uncertain tax liabilities of ($1,172) and ($2,184) in Fiscal Year Ended December 27, 2025 and Fiscal Year Ended December 28, 2024; $4,788 non-recurring adjustments to certain deferred tax assets related to IRC Section 162(m) limitations on the tax deductibility of officers' compensation in Fiscal Year Ended December 28, 2024; and other minor non-recurring items.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. 01) Bryan Kelln 02) Mary Ann Sigler 03) Sharon Wienbar 04) Eric Worley INGRAM MICRO HOLDING CORPORATION Nominees: 2. Advisory vote to approve the compensation of the Company's named executive officers. 3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 1. Election of Directors The Board of Directors recommends you vote FOR the following: The Board of Directors recommends you vote FOR the following proposals 2 and 3: ! ! ! For All Withhold All For All Except For Against Abstain ! ! ! ! ! ! To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. V86816-P45409 INGRAM MICRO HOLDING CORPORATION 3351 MICHELSON DRIVE, SUITE 100 IRVINE, CA 92612 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/INGM2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTEw
V86817-P45409 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. INGRAM MICRO HOLDING CORPORATION ANNUAL MEETING OF STOCKHOLDERS Wednesday, May 13, 2026 8:30 a.m. (Pacific Time) THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The stockholder(s) hereby appoint(s) Michael Zilis and Augusto Aragone, or either of them, as proxies, each with the power to appoint their substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of INGRAM MICRO HOLDING CORPORATION that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:30 a.m. (Pacific Time), on Wednesday, May 13, 2026, virtually at www.virtualshareholdermeeting.com/INGM2026, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the recommendations of the Board of Directors. CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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