Ingram Micro Holding CorpINGM

Ingram Micro Holding Corp Stock Compensation Disclosure

10-KFiled Mar 3, 20263 min read
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, 202276,721,588
Granted44,884,625
Vested(46,689,276)
Forfeited(7,319,277)
Non-vested at December 30, 202367,597,660
Granted35,185,988
Vested(22,909,486)
Forfeited(7,228,186)
Non-vested at December 28, 202472,645,976
Granted280,000
Vested(20,959,951)
Forfeited(11,697,253)
Non-vested at December 27, 202540,268,772
Fiscal YearFiscal YearFiscal Year
202520242023
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— $— 
Granted2,607,713 22.01 
Vested(1,473,720)22.00 
Non-vested at December 28, 20241,133,993 22.01 
Granted1,428,244 19.03 
Vested(388,529)22.03 
Forfeited
(83,400)20.44 
Non-vested at December 27, 20252,090,308 $20.03 
Fiscal YearFiscal Year
20252024
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— $— 
Granted2,467,775 17.42 
Non-vested at December 28, 20242,467,775 17.42 
Granted1,323,874 18.85 
Forfeited(124,669)17.61 
Non-vested at December 27, 20253,666,980 $17.93 

Fiscal YearFiscal Year
20252024
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, which 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, 2022191,713,659
Granted4,305,960
Forfeited(1,420,010)
Non-vested at December 30, 2023194,599,609
Granted14,580,585
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.

Historical Timeline

Fiscal YearFiled
2025Mar 3, 2026Showing above
2024Mar 5, 2025

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

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