INGM 10-K & 10-Q changes, risk factors and insider trading

•inflation and industry and market conditions, inflation, volatility,development, and developments,volatility, including supply constraints across many elements of technology;

•our ability to pay cash dividends and our ability to generate the funds necessary to meet our outstanding debt services and other obligationsobligations, as our sole material asset is our direct interest in Ingram Micro Inc.;

•the effect of various political, geopolitical,geopolitical and economicmacroeconomic issues,issues and developments, including tariffs,changes in tariffs or global trade policies and the related uncertainties associated with such developments, import/export and licensing restrictions, and our ability to comply with laws and regulations we are subject to, both in the United States and internationally;

•our reliance on third-party service providers to operate our business and facilitate the sale of our products and solutions;

•the volatility of our stock priceprice, which may result in stockholders’ inability to sell shares at or above the price paid.

•general changes in economic or geopolitical conditions, including changes in legislation or regulatory environments in which we operate and changes in global trade, import and export regulations, tariffs, or taxes and duties;

•the impact of and possible disruption caused by integration and reorganization of our businesses and efforts to improve our IT infrastructure and capabilities, as well as the related expenses and/or charges;

TheseBecause historicalof the variations in our businessresults, may not be indicative of future trends in the near term. Wewe believe that investors should not rely on period-to-period comparisons of our operating results as an indication of future performance. In addition, the results of any quarterly period are not indicative of results to be expected for a full fiscal year.

We have invested, and will continue to invest, significant resources in the development and deployment of Ingram Micro Xvantage,Xvantage. and ifIf Ingram Micro Xvantage is not successful, our business, results of operations, financial condition, and cash flows couldwould be adversely impacted.

We have made, and expect to continue to make, substantial investments to develop a transformative digital platform to provide a singular experience for our associates, vendors, and customerscustomers, to facilitatefacilitating the consumption of technology and accelerateaccelerating the benefits innovative technology brings to our customers. However, we may not be able to continue to successfully develop or effectively implement Ingram Micro Xvantage in a timely, cost-effective, compliant, secure, and responsible manner. Any difficulties in implementing or integrating Ingram Micro Xvantage, or failures in including appropriate cybersecurity and data privacy protections within the platform, could have an adverse effect on our business, results of operations, financial condition, and cash flows.

Further, if our competitors develop and introduce similar services in the future, our future success will depend, in part, on our ability to develop and provide competitive technologies,technologies. and weWe may not be able to do so timely, effectively or at all. As AI and other technologies improve in the future, we may be required to make significant capital expenditures to remain competitive, which may have an adverse effect on our results of operations,operations. and ourOur failure to do so in a timely, cost-effective, compliant, secure, and responsible manner may adversely impact our growth, revenue, and profit. There is also no guarantee that suchour investmentinvestments in Ingram Micro Xvantage, AI, or future technologies will create additional efficiencies in our operations.

We are a holding company with no direct operations,operations. andWe have no material assets other than our indirect ownership of the stock of Ingram Micro Inc. and the direct and indirect ownership of its subsidiaries, which are the key operating subsidiaries. Our ability to pay cash dividends and our ability to generate the funds necessary to meet our outstanding debt service and other obligations will depend on the payment of distributions by our current and future subsidiaries, including, without limitation, Ingram Micro Inc.,Inc. and suchSuch distributions may be restricted by law, taxes, or repatriation or the instruments governing our indebtedness, including the indenture that governs the 2029 Notes (as defined below), dated as of April 22, 2021, by and between Imola Merger Corporation and the Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent, as supplemented by that certain supplemental indenture, by and among Ingram Micro Inc., as issuer, the Guarantors (as defined therein) party thereto from time to time, and the Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent (the “Indenture”), the credit agreement that governs the ABL Revolving Credit Facility (as defined below) and the ABL Term Loan Facility (as defined below), 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., as amended from time to time (the “ABL Credit Agreement”) and the term loan credit agreement that governs the Term Loan Credit Facility (as defined below), 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, as amended from time to time, (the “Term Loan Credit Agreement”, and together with the ABL Credit Agreement, the “Credit Agreements”), or other agreements of our subsidiaries. Our subsidiaries may not generate sufficient cash from operations to enable us to make principal and interest payments on our indebtedness.

Changes in technology may cause our inventory to become obsolete and cause the value of our inventory on hand to substantially decline or become obsolete,decline, regardless of the general economic environment. Although it is the policy of many of our vendors to offer limited protection from the loss in value of inventory due to technological change or due to the vendors’ price reductions (“price protections”), such policies are often subject to time restrictions and do not protect us in all cases of declines in inventory value. If our major vendors decrease or eliminate our price protection, such a change in policy could lower our gross margins on products we sell or causerequire us to record inventory write-downs. In addition, vendors could become insolvent and unable to fulfill their price protection obligations to us. We offer no assurance that inventory rotation or price protection rights will continue, that unforeseen new product developments will not adversely affect us, or that we will successfully manage our existing and future inventories.

The advent of cloud-based and consumption-based services creates business opportunities and risks, including that our customer base may lack the expertise and capital required to support and enable the migration to the cloudcloud. and, asAs a result, end users may seek to source their solutions directly from software developers. Further, our experience platform requires significant engineering expertise and investments to be able to evolve along with the offerings of our software partners. We may not invest enough or be able to attract talent to advance our proprietary technology.

Our competitors include local, regional, national, and international distributors, service providers and e-retailers, as well as suppliers that employ a direct-sales model. As a result of intense price competition in the technology and IT services industries, our gross margins have historically been narrow,narrow. and weWe expect them to continue to be narrow in the future, which magnifies the impact of variations in revenue, operating costs, obsolescence, foreign exchange, and bad debt on our operating results. In addition, when there is overcapacity in our industry, our competitors may respond by reducing their prices, and our vendors may reduce the number of authorized distributors, potentially limiting our ability to distribute certain products and services.

The competitive landscape has also experienced a consolidation among vendors, suppliers, customers, and customersmobile operators, and this trend is expected to continue,continue. whichConsolidation couldmay result in a reductionreduce or elimination ofeliminate promotional activitiesactivities, by the remaining vendors, suppliers, and customers as they seek to reduce their expenses, which could, in turn, result in decreaseddecrease demand from end users and our reseller customers for our products or services.customers. Additionally, the trend toward consolidation within the mobile operator community is expected to continue, which could result in a reduction or elimination of promotional activities by the remaining mobile operators as they seek to reduce their expenses, which could, in turn, result in decreased demand for our products or services. Moreover, consolidation of mobile operators reduces the number of potential contracts available to us and other providers of logistics services. We could also lose business if mobile operators that are our customers are acquired by other mobile operators that are customers of our competitors, or we could face price pressures if our mobile operator customers are acquired by other mobile operators that are our customers.

We offer no assurance that we will not lose market share, or that we will not be forced in the future to reduce our prices in response to the actions of our competitors, which may put pressure on our gross margins. Furthermore, to remain competitivecompetitive, we may be forced to reduce prices or offer more credit or extended payment terms to ourcustomers, customers. Thiswhich could increase our required capital, financing costs, and the amount of our bad debtbad-debt expenses. Customers, suppliers, and lenders may also seek commitments from us related to sustainability and environmental impacts, and meeting these commitments may increase our cost of operations or preclude some customers from doing business with us if we cannot meet their standards.us.

WeAs havewe alsoinitiate initiated,or and expect to continue to initiate, otherexpand business activities and may face competition from companies with more experience and/or from new entrants in those markets. As weactivities, enter new areas of businessgeographies, or geographies or as we expand our offerings ofoffer new products or vendors, we may encounter increasedface competition from current competitors and/or from new competitors,entrants, some of which may beincluding our currentown customers or suppliers, which may negatively impact our sales or profitability.

We have incurred and will incur additional amortization expense over the useful lives of certain assets acquired in connection with business combinations,combinations. and toTo the extent that the value of goodwill or intangible assets with indefinite lives acquired in connection with a business combination and investment transaction become impaired, we may be required to incur material charges relating to the impairment of those assets. If our future results of operations for these acquired businesses doare not perform as expected or are negatively impacted by any of the risk factors noted herein or other unforeseen events, we may have to recognize impairment chargescharges, which would adversely affect our results of operations.

Our business requires significant levels of capital to finance accounts receivable and product inventory that is not financed by our trade credit with our vendors. This is especially true when our business is expanding, including through acquisitions, but we may still have substantial demand for capital even during periods of stagnant or declining net sales. In order to continue operating our business, we will continue to need access to capital, including debt financing and inbound and outbound flooring. In addition, changes in payment terms with either suppliers or customers could increase our capital requirements. Our ability to repay current or future indebtedness when due, or to have adequate sources of liquidity to meet our business needs, may be affected by changes to the cash flows of our subsidiaries. A reduction ofin cash flow generated by our subsidiaries may have an adverse effect on our liquidity. Under certain circumstances, legal, tax, or contractual restrictions may limit our ability or make it more costly to redistribute cash between subsidiaries to meet our overall operational or strategic investment needs, or for repayment of indebtedness requirements.

We believe that our existing sources of liquidity, including cash resources and cash provided by operating activities, supplemented as necessary with funds available under our credit arrangements, will provide sufficient resources to meet our working capital and cash requirements for at least the next 12 months. However, volatility and disruption in the capital and credit markets, including increasingly complex regulatory constraints on these markets and changes in existing and expected interest rates, may increase our costs for accessing the capital and credit markets. In addition, our credit ratings reflect each rating organization’s opinion of our financial strength, operating performance, and ability to meet our debt obligations,obligations. and thereThere can be no assurance that we will achieve a particular rating or maintain a particular rating in the future. An inability to obtain or maintain a particular rating could increase the costcost, and impact the availabilityavailability, of future borrowings. These and other adverse capital and credit market conditions, including the inability of our finance partners to meet their commitments to us, may also limit our ability to replace maturing credit arrangements in a timely manner and affect our ability to access committed capacities or the capital we require on terms acceptable to us, or at all. See “—Risks Related to Our Indebtedness—Our substantial indebtedness could materially and adversely affect our financial condition, limit our ability to raise additional capital to fund our operations, limit our ability to increase or maintain existing levels of trade credit supplied from our suppliers, and prevent us from fulfilling our obligations under our indebtedness.” Furthermore, any failure to comply with the various covenant requirements of our corporate finance programs, including cross-default threshold provisions, could result in an event of default, which, if not cured or waived, could accelerate our repayment obligations and could affect our ability to access the majority of our credit programs with our finance partners. The acceleration of our repayment obligations or the lack of availability of such funding could materially harm our ability to operate or expand our business.

We are involved, and in the future may become involved, in various claims, disputes, lawsuits, and actions. Other than as discussed in Note 9, “Commitments and Contingencies,” to our audited consolidated financial statements,statements included elsewhere in this report, we do not believe that the ultimate resolution of matters currently pending will have a material adverse effect on our business, results of operations, financial condition, and cash flows. We can make no assurances that we will ultimately be successful in our defense or prosecution of any of these matters or of any future matters. In addition, from time to time, we are, and may become, the subject of inquiries, requests for information, or investigations by government and regulatory agencies regarding our business. Any such matters, regardless of their merit or resolution, could be costly and divert the efforts and attention of our management and other associates, damage our reputation, or otherwise adversely affect our business. For more information regarding our current litigation matters, see Note 9, “Commitments and Contingencies,” to our audited consolidated financial statements.

Sales outside the United States typically make up approximately two-thirds of our net sales. In addition, a significant portion of our business activity or key processes are being conducted in emerging markets, including, but not limited to, China, India, Brazil, Mexico, Peru, Colombia, Saudi Arabia, Indonesia, Malaysia, Thailand, the Philippines, Egypt, Pakistan, Morocco, Lebanon, and Serbia,Serbia. andWe includesalso conduct business with customers and end users that are state-owned or public sector entities. As such, a number of our subsidiaries are based outside of the United States. As a result, our future operating results and financial condition could be significantly affected by risks associated with conducting business in multiple jurisdictions, including misappropriation, fraud, and increasingly complex regulations that vary from jurisdiction to jurisdiction, the violation of which can lead to serious consequences, including, but not limited to, the following:

•environmental laws and regulations, such as those relating to climate changechange, waste disposal, and wastedisclosure disposalobligations, such as the Corporate Sustainability Reporting Directive and the Corporate Sustainability Due Diligence Directive in the European Union (“EU”);

Additionally, unethical or fraudulent activities perpetrated by our directors, officers, senior management, associates, third-party suppliers and partners, including third-party shipping and freight forwarding companies, strategic partners, suppliers, and resellers, have exposed us in the past and in the future could continue to expose us to fraud, misappropriation, liability, and reputational damage. For example, see Section “Out of Period Correction” within Note 2, “Significant Accounting Policies” and Note 17, “Quarterly Information (Unaudited)” to our audited consolidated financial statements. Such fraud, misappropriation, liability, and/or damage to our reputation for these or any other reasons could have a material adverse effect on our business, results of operations, financial condition, and cash flows, particularly when accompanied by a breakdown in our internal controls, accounting processes, or governance oversight,oversight. andThese occurrences could require additional resources to rebuild our reputation. Further, failure to comply with applicable laws and regulations and failure to maintain an effective system of internal controls may subject us to fines or sanctions and incurrence of substantial legal fees and costs. While we have established policies, procedures, and internal controls designed to ensure accurate financial reporting and compliance with accounting standards, these controls may be circumvented, overridden, or rendered ineffective due to fraud, human error, or inadequate oversight. Our operating expenses could increase due to implementation of and compliance with existing and future laws and regulations or remediation measures that may be required if we are found to be noncompliant with any existing or future laws or regulations.

Further, regional instability caused by, and any sanctions imposed in response to, geopolitical conflicts, including but not limited to the conflictconflicts between Russia and UkraineUkraine, between the United States and Venezuela, and the conflicts in the Middle East, could lead to disruption and volatility in global markets that could adversely impact our business and supply chain, or that of our vendors or customers. At this stage, we are uncertain of the extent to which measures taken by various governments in response to thethese conflictconflicts could impact our business, results of operations, financial condition, or cash flows.

We are also exposed to market risks related to foreign currency and interest rate fluctuations, particularly changes in the value of the U.S. dollar against local currencies, which can significantly impact our financial results asbecause more than half of our sales originate outside the United States. Currency variations, often driven by inflation, may affect sales, margins, and profitability, and they may positively or negatively impact our financial statements, which are reported in U.S. dollars. While we use a variety of financial instruments to manage these risks and monitor counterparty creditworthiness, our hedging activities may not fully mitigate the financial impact of adverse currency fluctuations.

Our Fiscal Year is a 52- or 53-week period ending on the Saturday nearest to December 31. All references herein to “Fiscal Year 20242025”, “Fiscal Year 20232024”, and “Fiscal Year 20222023” represent the fiscal years ended December 28,27, 20242025 (52 weeks), December 30,28, 20232024 (52 weeks), and December 31,30, 20222023 (52 weeks), respectively. This section of this Annual Report on Form 10-K generally discusses fiscal years 20242025 and 20232024 items and year-over-year comparisons between fiscal years 20242025 and 2023.2024. Discussions of Fiscal Year 20222023 items and year-over-year comparisons between Fiscal Year 20232024 and Fiscal Year 20222023 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our finalAnnual prospectusReport on Form 10-K filed with the SEC on OctoberMarch 24,5, 2024.2025. All financial data included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section are in thousands, except as otherwise indicated.

Ingram Micro Holding Corporation and its subsidiaries are primarily engaged in the distribution of information technology (“IT”) products, cloud and other services worldwide. Our business is organized into four reportable segments based on the different geographic regions in which we operate: North America; EMEA; Asia-Pacific; and Latin America.

We are dependent on global IT spend, which is influenced by broader economic trends and their impacts on enterprise spending, as well as new product introductions and product transitions by technology vendors. Driven by the rapid evolution of the technology industry, frequent fluctuations in market demand, and the increasing complexity of solutions, which often integrate offerings from multiple vendors and service providers, vendors increasingly rely on distributors to bring their products to market more efficiently along with providing value-added services. We have diverse relationships with many global vendors and offer a full suite of end-to-end solutionsolutions including comprehensive services, positioning us well to capture demand in key technology sectors. We expect to continue investing in our services offerings, as well as our relationships with existing and emerging vendors with the goal of expanding the breadth and depth of what we already believe to be the industry’s most comprehensive offering.

As part of our global presence in each of our four geographic regions, we offer customers a full spectrum of hardware and software, cloudcloud-based solutions, services and logistics expertise through threefour main lines of business: TechnologyClient and Endpoint Solutions, CloudAdvanced Solutions, Cloud-based Solutions and Other. In each of our geographic segments we offer customers the product categories listed below broken down under the respective line of business. In 2024, we began to refer to our Commercial & Consumer category as Client and Endpoint Solutions as a better reflection of the nature of the products and services within that category.

•Client and Endpoint Solutions. We offer a variety of higher-volume products targeted for corporate and individual end users, including desktop personal computers, notebooks, tablets, printers, components (including hard drives, motherboards, video cards, etc.), application software, peripheralsperipherals, and accessories. We also offer a variety of products that enable mobile computing and productivity, including phones, phone tablets (including two-in-one “notebook/tablet” devices), smartphones, feature phones, mobile phone accessories, wearables and mobility software.

•Advanced Solutions. We offer enterprise-grade hardware and software products aimed at corporate and enterprise users and generally characterized by specific projects, which generally account for lower volumes than Client and Endpoint Solutions but higher-marginshigher margins individually and collectively in the form of solutions and related services. And while Advanced Solutions requiresofferings often require higher operational expenditures, primarily in the form of technical capabilities to serve the market, the operating margin delivered by this business is also generally stronger than Client and Endpoint Solutions. Within this product category, we offer servers, storage, networking, hybrid and software-defined solutions, cybercybersecurity, security,and power and cooling and virtualization (software and hardware) solutions. This category also includes training, professional services and financing solutions related to these product sets. We also offer customers AI-related products and offerings, DC / POS, physical security, audio visual & digital signage, UCCUCC, and Telephony, IoT (smart office/home automation) and AI products.

•Cloud-based Solutions. Our cloud portfolio is comprised ofcomprises third-party services and subscriptions spanning a breadth of products from solution software through infrastructure-as-a-service. As technology consumption increasingly moves to anything-as-a-service, we have expanded our cloud solutions to more than 200 third-party cloud-based services or subscription offerings, including business applications, security, communications and collaboration, cloud enablement solutions and infrastructure-as-a-service. Also included here arehave been the offerings of our CloudBlue business, which providesprovided customers with multichannel and multi-tier catalog management, subscription management, billing and orchestration capabilities through a software-as-a-service model. Our CloudBlue operations were sold during the third quarter of 2025.

•Other. We provide customers with ITAD, reverse logistics and repair and other related solutions. These offerings represent less than 5% of net sales for all periods presented herein.

As our international operations constitute a significant portion of our consolidated net sales, they are subject to fluctuations in the U.S. dollar against foreign currencies. In order to provide a framework for assessing our financial performance we exclude the effect of foreign currency fluctuations for certain periods by comparing the percent change to the prior period in net sales and other key metrics on a constant currency basis. These key metrics on a constant currency basis are not accounting principles generally accepted in the United States of America (“U.S. GAAP”) financial measures. Amounts presented on a constant currency basis remove the impact of changes in exchange rates between the U.S. dollar and the local currencies of our foreign subsidiaries by translating the current period amounts into U.S. dollars using the same foreign currency exchange rates that were used to translate the amounts for the previous comparable period.

The technology distribution industry in which we operate is characterized by narrow gross profit as a percentage of net sales, or gross margin. Historically, our margins have also been impacted by pressures from price competition and declining average selling prices, as well as changes in vendor terms and conditions, including, but not limited to, variations in vendor rebates and incentives, our ability to return inventory to vendors and time periods qualifying for price protection. Tariffs, customs/duties and other similar charges on products are typically passed through in our pricing upon sale. We expect competitive pricing pressures and restrictive vendor terms and conditions to continue in the foreseeable future. In addition, our margins have been and may continue to be impacted by our inventory levels which are based on projections of future demand, product availability, product acceptance and marketability and market conditions. Any sudden decline in demand and/or rapid technological changes in products could cause us to have a charge for excess and/or obsolete inventory. Likewise, in times of heavy demand or when supply constraints become significant, prices for certain technology products will tend to increase. To manage our profitability, we have implemented changes to and continue to refine our pricing strategies, inventory management processes and vendor engagement programs. In addition, we continuously monitor and work to change, as appropriate, certain terms, conditions and credit offered to our customers to reflect those being imposed by our vendors, to recover costs and/or to facilitate sales opportunities. We have also strived to improve our profitability through diversification of product offerings, including our presence in adjacent product categories, such as enterprise computing, data center and automatic identification and DC / POS. Additionally, we continue to expand our capabilities in what we believe are faster growing and higher margin service-oriented businesses, including cloud and hybrid cloud/on-premise solutions.

Another key area for our overall profitability management is the monitoring and control of our level of SG&A expenses. On an ongoing basis, we regularly look to optimize and drive efficiencies throughout our operations, which includes the use of temporary workforce to address staffing needs particularly in our warehouse operations where demand levels are more impactful on workloads. SG&A expenses also include the cost of investment in certain initiatives to accelerate growth and profitability and optimize our operations. We continue to increase our presence in cloud which generally has higher gross margins but also requires higher automation and investment in commercetechnology. We are likewise investing in the development and otherdeployment platformsof our Ingram Micro Xvantage platform to address itsour respectivemarket endopportunities markets.and partner experience in a more automated and efficient manner.

We have instituted a number of cost reduction and profit enhancement programs over the years, which in certain years included reorganizationrestructuring actions across various parts of our business to respond to changes in the economy and to further enhance productivity and profitability. These actions have included the rationalization and re-engineering of certain roles and processes, resulting in the reduction of headcount and consolidation of certain facilities.

We do not allocate stock-based compensation expense or cash-based compensation expense (see Note 10, “Employee Awards,” to our audited consolidated financial statements), or certain Corporate costs, including merger-related costs,costs to our operating segments; therefore, we are reporting these amounts separately.

The $1,183,313, or 10.2%, increase in Asia-PacificConsolidated net sales were $52,556,263 for Fiscal Year 20242025 compared to $47,983,671 for Fiscal Year 20232024. The 9.5% increase was primarilythe drivenresult byof ayear-over-year 13% increaseincreases in net sales across each of our geographic segments. Globally, client and endpoint solutions dueincreased toby growth in mobility distribution, particularly smartphones in China and India. Net sales of13%, advanced solutions offerings increased by 3%4%, and cloud-based solutions increased by 3%. The divestiture of CloudBlue in Fiscalthe Yearthird 2024quarter comparedof to2025 Fiscalhad Yeara 2023,negative driven5% byimpact growthon inthe serveryear-over-year netcomparison sales in India and Singapore, as well as strong networking results in China. Additionally,of net sales of cloud-based solutionssolutions. increased by 8% year-over-year, led byThis growth inwas Australia and Singapore. These results were slightlypartially offset by a 15%7% decline in net sales of Other services. The translation impact of foreign currencies relative to the U.S. dollar hadpositively a negative impact of approximately 1% onimpacted the year-over-year comparison of theour region’sglobal net sales.sales year-over-year by 0.5%. On a constant currency basis, net sales forof client and endpoint solutions increased by 14%,12%, advanced solutions offerings increased by 4%, and cloud-based solutions increased by 9%,3%, whileand Other services declined by 13%.8%.

The $196,589,$936,832, or 5.2%,6.6%, decreaseincrease in Latin AmericanEMEA net sales for Fiscal Year 20242025 compared to Fiscal Year 20232024 was primarily driven by a 4%9% decreaseincrease in net sales of client and endpoint solutions, which wassolutions driven largely by declinesgrowth in notebooks in the United Kingdom, Germany and Poland, and growth in desktops in Brazilthe United Kingdom, Germany and PeruSwitzerland. asOther wellservices asnet peripheralssales increased by 16% driven primarily by growth in Mexico.our MobilityReverse distributionLogistics alsoand declined,Repair primarily due to smartphonesbusiness in Miamithe ExportUnited andKingdom. Mexico. Additionally, netNet sales of advanced solutions offerings declinedincreased by 9% year-over-year in the region as a result of declines in networking in Mexico, Brazil and Chile, a portion of which results from the challenging prior year comparisons1%, driven by backlog fulfillment as discussed above. These results were partially offset by growth ofin 23%server net sales in Germany and DC / POS net sales in Germany, Saudi Arabia, the Netherlands, and Spain. Additionally, net sales of cloud-based solutions,solutions drivenincreased by strong results in Brazil.38%. The translation impact of foreign currencies relative to the U.S. dollar had a negativepositive impact of approximately 3%4% on the year-over-year comparison of the region’s net sales. On a constant currency basis, net sales forof client and endpoint solutions declinedincreased by 1%,4%, advancedOther solutionsservices offerings declinedincreased by 6%,12% whileand cloud-based solutions increased by 31%.33%, while advanced solutions offerings decreased by 2%.

Gross profit was $3,503,971 for Fiscal Year 2025, compared to $3,444,945 for Fiscal Year 2024, compared to $3,547,137 for Fiscal Year 2023.2024. Gross margin decreased by 2051 basis points in Fiscal Year 20242025 compared to Fiscal Year 2023.2024. The decreaseincrease in gross profit dollars was primarily attributable to the previously described declinesincreases in our net sales. The 2051 basis point decrease in gross margin was driven primarily by a shift in sales mix away fromtowards our higher-margin advanced solutions offerings to lower-margin client and endpoint solutions inacross Northall Americaof andour EMEA,geographic segments, as well as ana overalldecline in gross margin in advanced solutions driven by a mix shift in net sales mixmore towards ourlower-margin lowerservers grossand margin,AI-enablement but lower cost-to-serve, Asia Pacific regionproducts during Fiscal Year 20242025 compared to Fiscal Year 2023.2024. The customer mix has also skewed more heavily towards large enterprise customers, and geographic mix towards our Asia-Pacific region in the current year, both of which are lower margin, but also lower cost-to-serve. Gross margin was also negatively impacted by a 24 basis point increase in write-offs of excess and obsolete inventory during Fiscal Year 20242025 compared to Fiscal Year 2023.2024. The decrease in gross margin also includes the impact of $10,480 recorded in cost of sales, or 2 basis points of net sales, relating to the loss on sale of non-core operations in the North America region. The translation impact of foreign currencies relative to the U.S. dollar had noa positive impact of 2 basis points on the year-over-year comparison of gross margin.

During Fiscal Year 2024,2025, we recorded restructuring costs of $38,354,$15,432, or 83 basis points of net sales.sales, Suchwhich costsrelate representedto efforts that began in the fourth quarter of 2024 to enhance organizational efficiency and strengthen customer service capabilities to better position the Company for long-term, sustainable growth,growth. as well as efforts from previous programs takenAdditionally, in the firstthird quarter of 20242025, underwe took targeted restructuring actions across certain parts of our North America and EMEA businesses. In the globalfourth restructuringquarter, planwe initiatedcontinued our targeted efforts to improve the effectiveness of our organization, primarily focusing on our repair operations in Julythe 2023.United States, and in our global finance and IT organizations. These charges included organizational and staffing changes as well as headcount reductions during Fiscal Year 2024.reductions. Collectively, the restructuring initiatives are expected to deliver annualized cost reductions in the range of $85 million$8 and $95$10 million,million. althoughDuring theFiscal impactYear 2024, we recognized $38,354 of restructuring costs, or 8 basis points of net sales, which represented further actions taken inunder theour firstglobal quarterrestructuring ofplan 2024originally were largely already being achieved by the third quarter of Fiscal Year 2024. The chargesannounced in Fiscal YearJuly 2023 represented organizational and staffing changes, including a headcount reduction, primarily in our North American operation. See(see Note 8, “Restructuring Costs” to our audited consolidated financial statements for further information regarding the restructuring activities during Fiscal Year 20242025 and Fiscal Year 2023.2024).

Income from operations was $817,923,$876,928, or 1.70% of net sales in Fiscal Year 2024, compared to $944,347, or 1.97%1.67% of net sales, in Fiscal Year 2023.2025, compared to $817,923, or 1.70% of net sales, in Fiscal Year 2024. The 273 basis point year-over-year decrease in income from operations margin was primarily due to the decrease in gross margin describedlargely above,offset by operating expense effectiveness as welldescribed as a 4 basis point increase in restructuring costs in Fiscal Year 2024, compared to Fiscal Year 2023.above. The translation impact of foreign currencies relative to the U.S. dollar had a negativepositive impact of 21 basis point on the year-over-year comparison of our consolidated income from operations margin.

Our North American income from operations margin decreased 855 basis points in Fiscal Year 20242025 compared to Fiscal Year 20232024. primarilyThe duedecrease tois largely driven by a decrease in gross margin ofdue 9 basis points into the region, driven by a shift in sales mix awayfactors fromdescribed our higher-margin advanced solutions offerings to lower-margin client and endpoint solutions during Fiscal Year 2024,above, as well as loweran increase in inventory write-offs, which had a combined negative impact of 64 basis points on the region’s income from operations margin. The region’s income from operations margin achievementalso reflects the impact of $48,728, or 26 basis points of North American net sales, relating to the loss on net salessale of advancedtwo solutionsnon-core offeringsbusinesses anddescribed clientabove. endpointThese solutions.factors Thiswere was slightlypartially offset by a reduction in SG&A expenses as a percentage of net sales in the region during Fiscal Year 2024,2025, driven most notably by acompensation 5and headcount expenses which decreased by 43 basis pointpoints, decreaselargely as a result of the restructuring initiatives taken in integrationthe andprior transition costs.year.

Our EMEA income from operations margin decreasedincreased 379 basis points in Fiscal Year 20242025 compared to Fiscal Year 2023,2024. primarilyThis duewas todriven anby increasereductions in SG&A expenses as a percentage of the lower net sales in the region as described above.sales. Most notably, restructuring costs increaseddecreased by 10 basis points of net sales, compensation and headcount expenses increased by 6 basis points, and rental and occupancy costs increased by 28 basis points. Additionally,These thefactors region’smore than offset a decrease in gross margin declineddue 14to basis points primarily as a result of athe shift in sales mix awayfactors fromdescribed ourabove higher-marginas advancedwell solutionsas offeringssome write-offs related to lower-margin client and endpoint solutions during Fiscal Year 2024 compared to Fiscal Year 2023. The EMEA region also benefited from strong margin performance and vendor programs on product categories for which there was significant backlog fulfillment occurring in the prior year, as supply constraints eased.inventory. The translation impact of foreign currencies relative to the U.S. dollar had a positive impact of 1 basis point on the year-over-year comparison of the region’s income from operations margin.

Our Latin American income from operations margin increaseddecreased 861 basis pointspoint in Fiscal Year 20242025 compared to Fiscal Year 2023. This improvement was2024, primarily driven by higher gross margin achievement across most product categories. The higher gross margins contributed toas a positive impact to income from operations marginresult of 95an basis points of net sales. The region’s income from operations margin further benefited from a reductionincrease in SG&A expenses as a percentage of salesnet insales. theMost currentnotably, year. Badbad debt expense decreasedincreased by 4726 basis pointspoints, as theFiscal previousYear year2024 was positively impacted by higherthe badreversal debtof chargesa reserve related to a single project,project the reserves for which were reversed in Fiscal Year 2024 aswhen the delinquent receivables were collected. Additionally,These integrationfactors andmore transitionthan costsoffset decreasedan byincrease 16in basisgross points.margin due to higher achievement on advanced solutions net sales as well as the favorable impact of a decline in inventory write-offs in Fiscal Year 2025 compared to Fiscal Year 2024. The translation impact of foreign currencies relative to the U.S. dollar had a negativeno impact of 13 basis points on the year-over- yearyear-over-year comparison of the region’s income from operations margin.

In Fiscal Year 2025, Corporate included $6,168 of costs incurred for external services and other expenses in response to the July 2025 ransomware incident, $3,676 of costs associated with retention bonuses related primarily to the sale of our CloudBlue operation and $1,408 related to investments in certain initiatives to accelerate our growth and profitability and optimize our operations. In Fiscal Year 2024, Corporate included $20,380 of advisory fees paid to Platinum Advisors, which we will no longer incur assubsequent a result ofto the IPO, $17,269 related to investments in certain initiatives to accelerate our growth and profitability and optimize our operations, as well as $9,945 of stranded costs resulting from the termination of certain operations and IT services under the transition services agreement with CMA CGM Group as part of the CLS Sale, which were fully transitioned and completed at the end of 2024. In Fiscal Year 2023, Corporate included $25,000 of advisory fees paid to Platinum Advisors and $7,218 related to investments in certain initiatives to accelerate our growth and profitability and optimize our operations.

Cash-based compensation expense decreased by $6,414$6,794 in Fiscal Year 20242025 compared to Fiscal Year 2023 primarily2024 due to over-achievementthe oftransition performanceto targetsstock-based incompensation Fiscalfor Yearcertain 2023.employees subsequent to our IPO.

Stock-based compensation expense increaseddecreased by $34,067$12,950 in Fiscal Year 20242025 compared to Fiscal Year 20232024 primarilyas duethe toprior year included the impact of the immediate vesting of time-vesting restricted stock units that were granted to certain key employees in connection with the IPO (see Note 10, “Employee Awards,” to our audited consolidated financial statements).

Total other (income) expense consists primarily of interest income, interest expense, foreign currency exchange gains and losses, and other non-operating gains and losses. We incurred total other (income) expense of $346,174 in Fiscal Year 2025 compared to $372,057 in Fiscal Year 2024 compared to $421,846 in Fiscal Year 2023.2024. The decrease is largely driven by lower interest expense ofdecreasing $41,833by $35,788 primarily as a result of lower average debt outstanding in the current year period, due in particular to $1,038,100 in voluntary principal payments of $483,100 on our Term Loan Credit Facility made sincein JuneFiscal 2023.Year 2024. Additionally, we voluntarily repaid an incremental $125,000 on our Term Loan Credit Facility in late March 2025. The decrease was also driven by other expense decreasing by $9,140 as a decreaseresult of $19,169a higher equity fair value gain of $8,240 in net foreign currency exchange loss.2025. These factors were partially offset by an increase of $17,936$19,441 in draftnet discountforeign expensescurrency inexchange Fiscal Year 2024 compared to Fiscal Year 2023.loss.

We recorded an income tax provision of $202,872, or an effective tax rate of 38.2%, in Fiscal Year 2025, compared to $181,644, or an effective tax rate of 40.7%,40.7% in Fiscal Year 2024, compared to $169,789 or an effective tax rate of 32.5% in Fiscal Year 2023.2024. The tax provision for Fiscal Year 20242025 included $25,995$30,244 of tax expense, or 5.85.7 percentage points of the effective tax rate, which is associated with withholding tax expense from our business operations in the Latin America region, primarily from our Miami Export business.business, while in the Fiscal Year 2024, this same withholding tax impact was $25,995 of tax expense, or 5.8 percentage points of the effective tax rate. The tax provision for Fiscal Year 2025 also included $14,598 of tax expense, or 2.7 percentage points of the effective tax rate, due to establishing the full valuation allowance against a foreign subsidiary’s deferred tax assets which are primarily net operating losses arising from foreign exchange losses. In addition,Fiscal Year 2024, upon becoming a publicly traded company in Fiscal Year 2024,company, we became subject to limitations on the tax deductibility of officers’ compensation under Internal Revenue Code Section 162(m) resulting in $9,587 of tax expense, or 2.2 percentage points of the effective tax rate, primarily associated with stock-based compensation and a one-time adjustment to certain deferred tax assets. The tax provision for Fiscal Year 2024 also included $2,323 of tax expense, or 0.5 percentage points of the effective tax rate, due to a statutory tax rate change which resulted in a reduction to our Luxembourg subsidiaries’ deferred tax assets. The tax provision for Fiscal Year 2023 included $21,123 of tax expense, or 4.0 percentage points of the effective tax rate, which is associated with withholding tax expense from our business operations in the Latin America region, primarily from our Miami Export business. In addition, the tax provision for 2023 also included $7,378 of tax expense, or 1.4 percentage points of the effective tax rate, due to a reduction in U.S. foreign tax credit utilization in 2023 as the result of an overall domestic loss for the United States tax purposes and $4,000 of withholding tax expense, or 0.8 percentage points of the effective rate, due to an expected dividend from our Chinese subsidiary, which is largely offset by $8,311 of tax benefit, or 1.6 percentage points of the effective tax rate, due to an increase in actual 2022 U.S. foreign tax credit utilization as compared to our previous estimate.

Operating activities provided net cash of $916,127 during Fiscal Year 2025 and $333,839 during Fiscal Year 2024 and $58,824 during Fiscal Year 2023.2024. The higher net cash provided during Fiscal Year Ended 20242025 was primarily driven by higher net income as well as favorable extensionmanagement of payments to vendors and faster turnover of inventory compared to Fiscal Year 20232024, partially offset by the prior year benefiting from a significant reduction in inventory as we worked through significant product backlogs and supply constraints through the end of 2023 and higher receivable balances in Fiscal Year 20242025 driven primarily by the impacts of timing of mix of business and timing of our fiscal year end on our collections to close the year.

Investing activities provided net cash of $105,541$267,642 and used net cash of $17,714$105,541 during Fiscal Year 20242025 and Fiscal Year 2023,2024, respectively. The net cash provided during Fiscal Year 2025 was driven by proceeds from deferred purchase price of factored receivables of $313,206, proceeds from notes receivables from certain customers of $44,612, proceeds from sale of equity investments of $20,805 and proceeds from sale of subsidiaries of $20,000, partially offset by capital expenditures for $130,754 and issuance of notes receivable to certain customers for $12,501. The net cash provided during Fiscal Year 2024 was driven by proceeds from deferred purchase price of factored receivables of $252,199 and proceeds from notes receivables from certain customers of $38,291, partially offset by capital expenditures forof $142,703 and issuance of notes receivable to certain customers for $57,117. The net cash used during Fiscal Year 2023 was driven by capital expenditures of $201,535, partially offset by proceeds from deferred purchase price of factored receivables of $162,622 and proceeds from the CLS Sale of $23,977.

Financing activities used net cash of $391,299$306,222 and $477,940$391,299 during Fiscal Year 20242025 and Fiscal Year 2023,2024, respectively. The net cash used during Fiscal Year 2025 was primarily driven by repayments of our Term Loan Credit Facility totaling $125,000, net repayments of our revolving and other credit facilities of $101,758, gross repayment of other debt for $89,851 and dividends paid of $78,376, partially offset by gross proceeds from other debt of $107,014. The net cash used during Fiscal Year 2024 was primarily driven by repayments of our termTerm loanLoan Credit Facility totaling $483,100, gross repayment of other debt for $118,331, and net repayments of our revolving and other credit facilities of $66,998, partially offset by proceeds from issuance of common stock in our IPO, net of underwriting discounts, of $241,164 and gross proceeds from other debt of $101,779. The net cash used during Fiscal Year 2023 was primarily driven by repayments on our term loan totaling $560,000 and gross repayments of other debt of $92,417, partially offset by net proceeds from revolving and other credit facilities of $131,467 and gross proceeds of other debt of $72,351.

We have a range of financing facilities which are diversified by type, maturity and geographic region with various financial institutions worldwide with a total capacity of approximately $7,576,193,$7,588,148, of which $3,350,993$3,197,571 was outstanding, at December 28,27, 2024.2025. These facilities have staggered maturities through 2031. Our cash and cash equivalents totaled $918,401$1,864,724 and $948,490$918,401 at December 28,27, 20242025 and December 30,28, 2023,2024, respectively, of which $856,051$1,074,301 and $874,890,$856,051, respectively, resided in operations outside of the United States. Cash and cash equivalents located in China were approximately 10% and 20% of our total cash and cash equivalents at December 28,27, 20242025 and December 30,28, 2023, respectively,2024, along with lesser amounts in Brazil, Luxembourg, Malaysia, Mexico, India, Canada, and Australia. Cash held by foreign subsidiaries, including China, can generally be used to finance local operations and cannot, under the current legal and regulatory environment, be transferred to finance other foreign subsidiaries’ operations. Additionally, our ability to repatriate these funds to the U.S.United States in an economical manner may be limited. Our cash balances are deposited and/or invested with various financial institutions globally that we endeavor to monitor regularly for credit quality. However, we are exposed to risk of loss on funds deposited with the various financial institutions and money market mutual funds, and we may experience significant disruptions in our liquidity needs if one or more of these financial institutions were to suffer bankruptcy or similar restructuring. As of December 28,27, 20242025 and December 30,28, 2023,2024, we had book overdrafts of $544,029$416,799 and $409,420,$544,029, respectively, representing checks issued on disbursement bank accounts but not yet paid by such banks. These amounts are classified as accounts payable in our Consolidated Balance Sheets and are typically paid by the banks in a relatively short period of time.

We believe that our existing sources of liquidity provide sufficient resources to meet our capital requirements, including the potential need to post cash collateral for identified contingencies, for at least the next twelve months. We currently anticipate that the cash used for debt repayments will primarily come from our domestic cash, cash generated from on-goingongoing U.S. operating activities and from borrowings. Nevertheless, depending on capital and credit market conditions, we may from time to time seek to increase or decrease our available capital resources through changes in our debt or other financing facilities. Finally, since the capital and credit markets can be volatile, we may be limited in our ability to replace maturing credit facilities and other indebtedness in a timely manner on terms acceptable to us, or at all, or to access committed capacities due to the inability of our finance partners to meet their commitments to us.

Our current portfolio of utilized committed debt is almost evenly distributed between fixed and floating interest rate facilities. Our ABL Revolving Credit Facility, Term Loan Credit Facility and a revolving trade accounts receivable-backed financing program in Europe (the “European ABS Facility”) reprice periodically, and we plan to service any increase in interest expense with cash provided by operations. We do not have any expectation at this time to draw down on any of our other sources of liquidity, outside of normal operations. We continue to monitor our cash flows and manage our operations with the purpose of optimizing our leverage and value. To mitigate our exposure to interest rate risk, during the first quarter of 2023, we entered into certain agreements to establish a 5.5% upper limit on the London Interbank Offered Rate (“LIBOR”) interest rate applicable to a substantial portion of our borrowings under the Term Loan Credit Facility further discussed below. Due to the cessation of the LIBOR interest rate on June 30, 2023, we amended the interest rate cap agreements to establish a 5.317% upper limit on the Secured Overnight Financing Rate (“SOFR”) interest rate in order to align with the conversion to a SOFR-based rate for the underlying Term Loan Credit Facility as further discussed herein. During the second quarter of 2023, the Term Loan Credit Facility and the ABL Revolving Credit Facility were amended pursuant to their transition provisions to replace LIBOR-based benchmark rates with SOFR-based benchmark rates. During the third quarter of 2023, the interest rate cap agreements transitioned from LIBOR to SOFR as the interest reference rate.

On July 2, 2021, we entered into the Term Loan Credit Facility for $2,000,000, the proceeds of which were also used to, among other things, finance a portion of the acquisition of Ingram Micro by Platinum and repay certain of our existing indebtedness. We recognized $1,920,761, net of debt issuance costs and discount of $59,239 and $20,000, respectively, related to this facility. The Term Loan Credit Facility had an original maturity of July 2, 2028 and amortizesamortized in equal quarterly installments aggregating to 1.00% per annum. In June 2023, we voluntarily prepaid $500,000 ofon our Term Loan Credit Facility over and above normal quarterly installments, which, as a result of this prepayment, are no longer mandatory. In September 2023, we refinanced our Term Loan Credit Facility, reducing the interest rate spread over Secured Overnight Financing Rate (“SOFR”) by 50 basis points. We also amended the aforementioned interest rate cap agreements to reflect the updated notional amount of the Term Loan Credit Facility, with the 5.317% upper limit on the SOFR interest rate remaining unchanged under the amended interest rate cap agreements. In September 2024, we refinanced our Term Loan Credit Facility again,Facility, reducing the interest rate spread over SOFR by an additional 25 basis points, eliminating the credit-spread adjustments and extending the maturity date to September 19, 2031 (see Note 6, “Debt”, to our audited consolidated financial statements). In June 2025, we again amended the Term Loan Credit Facility to reduce the interest rate by 50 basis points. Borrowings under the Term Loan Credit Facility now bear interest at a rate per annum equal to, at our option, either (1) the base rate (which is the highest of (a) the then-current federal funds rate set by the Federal Reserve Bank of New York, plus 0.50%, (b) the prime rate on such day and (c) the one-month SOFR rate published on such date plus 1.00% and is subject to a 1.50% floor) plus a margin of 1.75%1.25% or (2) one-, three- or six-month SOFR (subject to a 0.50% floor) plus a margin of 2.75%.2.25%. In connection with these refinancings, we repaid an incremental $50,000 and $100,000 in September 2023 and September 2024, respectively, of our Term Loan Credit Facility and in June 2024,2024 we voluntarily repaid an incremental $150,000 of our Term Loan Credit Facility.$150,000. Upon the closing of the IPO, we used the net proceeds from the offering to repay an additional $233,100 of debt outstanding under our Term Loan Credit Facility.Facility and in March 2025, we voluntarily repaid an incremental $125,000. As of December 28,27, 20242025 and December 30,28, 2023,2024, $885,882$764,849 and $1,362,487,$885,882, respectively, remained outstanding under the Term Loan Credit Facility.

On July 2, 2021, we entered into new ABL Credit Facilities (as defined below) providing for senior secured asset-based, multi-currency revolving loans and letter of credit availability in an aggregate amount of up to $3,500,000 (the “ABL Revolving Credit Facility”) and a senior secured asset-based term loan facility of $500,000 (the “ABL Term Loan Facility”), together with the ABL Revolving Credit Facility, the (“ABL Credit Facilities”), both of which had contractual maturity dates in July 2026. The ABL Term Loan Facility was repaid fully in April 2022. We may borrow under the ABL Revolving Credit Facility only up to our available borrowing base capacity. Borrowings under the ABL Revolving Credit Facility bear interest at a rate per annum equal to, at our option, either (1) the base rate plus a margin ranging (based on the availability under the ABL Revolving Credit Facility) from 0.25% to 0.75% or (2) SOFR (subject to a 0% floor) plus a margin ranging (based on the availability under the ABL Revolving Credit Facility) from 1.25% to 1.75%. In September 2024, we amended the ABL Credit Agreement, to amend the ABL Revolving Credit Facility to, among other things, extend the maturity date to September 20, 2029. As of December 28,27, 20242025 and December 30,28, 2023,2024, we had no borrowings of $0 and $30,000, respectively, under ourthis ABL Revolving Credit Facility.facility. The weighted-average interest rate on the outstanding borrowings under the ABL Revolving Credit Facility, as amended, was 6.7%6.2% and 8.1%6.7% per annum at December 28,27, 20242025 and December 30,28, 2023,2024, respectively.

Additionally, our European ABS Facility provides for a borrowing capacity of up to €375,000, or approximately $390,788,$441,375, at December 28,27, 20242025 exchange rates. This program, which matures in October 2026, requires certain commitment fees and borrowings incur financing costs based on the local short-term bank indicator rate for the currency in which the drawing is made plus a predetermined margin. At December 28,27, 20242025 and December 30,28, 2023,2024, we had borrowings of $312,630$353,100 and $331,920,$312,630, respectively, under thethis Europeanfinancing ABSprogram Facility.in Europe. The weighted-average interest rate on the outstanding borrowings under thethis European ABS Facility,facility, as amended, was 4.9%3.5% and 4.4%4.9% per annum at December 28,27, 20242025 and December 30,28, 2023,2024, respectively.

At December 28,27, 2024,2025, our actual aggregate capacity under our ABL Revolving Credit Facility and other receivable-backed programs was approximately $3,870,281,$3,940,601, of which $312,630$353,100 was used. Even if we do not borrow or choose not to borrow to the full available capacity of certain programs, most of our trade accounts receivable-backed financing programs are subject to certain restrictions outlined in our ABL Revolving Credit Facility.Facilities. These restrictions generally prohibit us from assigning or transferring the underlying eligible receivables as collateral for other financing programs, unless the underlying eligible receivables are sold in conjunction with a dedicated, non-recourse facility.

In our distribution services model, we buy, hold title toto, and sell technology products and provide services to resellers, referred to subsequently as our customer, while also providing resellers with multi-vendor solutions, integration services, electronic commerce tools, marketing, financing, training and enablement, technical supportsupport, and inventory management. In both Technology Solutions, which consists of Clientclient and Endpointendpoint Solutionssolutions, advanced solutions, and Advancedcloud-based Solutions, and Cloud,solutions, we generally sell products and services to our customers (resellers) based on purchase orders instead of long-term contracts. Our agreements are generally not subject to minimum purchase requirements. Our customers place purchase orders with us for each transaction. Generally, our customers may cancel, delay or modify their purchase orders. In order to set up an account to trade with us, our customers generally have to accept our standard terms and conditions of sale which, together with the purchase order, form a binding contract on each individual order to which the purchase order applies. Our pricing varies greatly and depends on many factors including costs, competitive pressure, availability of inventory, seasonality and vendor promotional programs, among others. We may offer early payment discounts or volume incentive rebates to our customers. The customer contracts relating to our Other services generally provide for an initial term of three to five years, subject to extension by the mutual agreement of the parties, allow for termination for convenience by either party generally after the second year and the pricing is fixed by discrete type of service and typically varies depending on the volume of the relevant services. We do not believe any contract related to our Other services has a material impact on our business or financial condition. Products are delivered via shipment from our facilities, drop-shipment directly from theour vendorvendors, or by electronic delivery of keys for software products.

Any supplemental distribution services we provide are typically recognized over time as the services are performed. Service contracts may be based on a fixed price or on a fixed unit-price per transaction or other objective measure of output. Additionally, we offer services related to our supply chain management and CloudBlueplatform-as-a-service platform.offerings. Our fee-based commerce and supply chain services are billed and recognized on a per-item service fee arrangement at the point when the service is provided. Our CloudBlueplatform-as-a-service platformoffering generates revenue through licensing the right to use the intellectual property (on-premise license), which is recognized at a point in time, providing the right to access (platform as a service),access, which is recognized over time across the term of the contract, or through our cloud marketplace, which is recognized in the amount of the net fee associated with serving as an agent when the services are provided. Service revenues represented less than 10% of total net sales for Fiscalthe Yearperiods 2024, Fiscal Year 2023, and Fiscal Year 2022.presented. Related contract liabilities were not material for the periods presented.

We, under specific conditions, permit our customers to return or exchange products. The provision for estimated sales returns is recorded concurrently with the recognition of revenue. A liability is recorded within accrued expenses and other on the consolidated balance sheets for estimated product returns based upon historical experience and an asset is recorded within Inventory on the consolidated balance sheets for the amount expected to be recorded for inventory upon product return. Amounts recorded within inventory are $116,780 and $131,298 as of December 27, 2025 and December 28, 2024, respectively.

We performed a quantitative impairment analysis of goodwill in Fiscal Year 2024 and Fiscal Year 2023 for our North America and EMEA regions. In determining the fair value of our reporting units, we assessed general economic conditions, industry and market considerations, the impact of recent events to financial performance and other relevant events. Based on the valuations prepared, we determined that the estimated fair values of our reporting units were greater than their carrying values and no impairment of goodwill was identified in either period. In Fiscal Year 2024 and Fiscal Year 20232023, we performed a qualitative analysis of goodwill for our Asia-Pacific and Latin America regions and in Fiscal Year 2025 we performed a qualitative analysis for all of our regions. No goodwill impairment was recorded during Fiscal Year 2025, Fiscal Year 2024 andor Fiscal Year 2023 based on the results of the procedures performed.

•Advanced Solutions. We offer enterprise-grade hardware and software products aimed at corporate and enterprise users and generally characterized by specific projects, which generally account for lower volumes than Client and Endpoint Solutions but higher margins individually and collectively in the form of solutions and related services. And whileWhile Advanced Solutions offerings often require higher operational expenditures, primarily in the form of technical capabilities to serve the market, the operating margin delivered by this business is also generally stronger than Client and Endpoint Solutions. Within this product category, we offer servers, storage, networking, hybrid and software-defined solutions, cybersecurity, and power and cooling solutions. This category also includes training, professional services and financing solutions related to these product sets. We also offer customers graphics processing units (“GPU”) and artificial intelligence (“AI”) infrastructure-related products and offerings, as well as data capture-point of sale (“DC / POS”), physical security, audio visual & digital signage, Unified Communications and Collaboration (“UCC”), and Internet-of-Things (smart office/home automation) products.

We are one of the largest distributorsdistributors, based on revenues, of technology hardware, software and services worldwide, including a leading global presence in cloud, based on revenues.cloud. We offer a broad range of IT products and services to help generate demand and create efficiencies for our customers and suppliers around the world. We serve as an integral link in the global technology value chain, driving sales and profitability for the world’s leading technology companies, resellers, mobile network operators and other customers. Our results of operations have been, and will continue to be, directly affected by the conditions in the economy in general.

As our international operations constitute a significant portion of our consolidated net sales, they are subject to fluctuations in the U.S. dollar against foreign currencies. In order to provide a framework for assessing our financial performanceperformance, we exclude the effect of foreign currency fluctuations for certain periods by comparing the percent change to the prior period in net sales and other key metrics on a constant currency basis. These key metrics on a constant currency basis are not accounting principles generally accepted in the United States of America (“U.S. GAAP”) financial measures. Amounts presented on a constant currency basis remove the impact of changes in exchange rates between the U.S. dollar and the local currencies of our foreign subsidiaries by translating the current period amounts into U.S. dollars using the same foreign currency exchange rates that were used to translate the amounts for the previous comparable period.

The technology distribution industry in which we operate is characterized by narrow gross profit as a percentage of net sales, or gross margin. Historically, our margins have also been impacted by pressures from price competition and decliningfluctuations in average selling prices, as well as changes in vendor terms and conditions, including, but not limited to, variations in vendor rebates and incentives, our ability to return inventory to vendors and time periods qualifying for price protection. Tariffs, customs/duties and other similar charges on products are typically passed through in our pricing upon sale. We expect competitive pricing pressures and restrictive vendor terms and conditions to continue in the foreseeable future. In addition, our margins have been and may continue to be impacted by our inventory levels which are based on projections of future demand, product availability, product acceptance and marketability and market conditions. Any sudden decline in demand and/or rapid technological changes in products could cause us to have a charge for excess and/or obsolete inventory. Likewise, in times of heavy demand or when supply constraints become significant, prices for certain technology products will tend to increase. To manage our profitability, we have implemented changes to and continue to refine our pricing strategies, inventory management processes and vendor engagement programs. In addition, we continuously monitor and work to change, as appropriate, certain terms, conditions and credit offered to our customers to reflect those being imposed by our vendors, to recover costs and/or to facilitate sales opportunities. We have also strived to improve our profitability through diversification of product offerings, including our presence in adjacent product categories, such as enterprise computing, data center and automatic identification and DC / POS. Additionally, we continue to expand our capabilities in what we believe are faster growingfaster-growing and higher marginhigher-margin service-oriented businesses, including cloud and hybrid cloud/on-premise solutions.

Another key area for our overall profitability management is the monitoring and control of our level of SG&A expenses. On an ongoing basis, we regularly look to optimize and drive efficiencies throughout our operations, which includes the use of a temporary workforce to address staffing needsneeds, particularly in our warehouse operations where demand levels are more impactful on workloads. SG&A expenses also include the cost of investment in certain initiatives to accelerate growth and profitability and optimize our operations. We continue to increase our presence in cloud which generally has higher gross margins but also requires higher automation and investment in technology. We are likewise investing in the development and deployment of our Ingram Micro XvantageTM platform,platform to address our market opportunities and partner experience in a more automated and efficient manner. These investments include both ongoing servicing, maintenance, and incremental enhancement activities, as well as certain discrete development, implementation, and integration initiatives with defined scopes and implementation timelines. These costs are expected to be completed withinby the nextend fourof tofiscal sixyear quarters2027 and are not expected to recur.

The financial statements of our foreign subsidiaries for which the functional currency is the local currency are translated into U.S. dollars using (i) the exchange rate at each balance sheet date for assets and liabilities and (ii) an average exchange rate for each period for statement of income items. Translation adjustments are recorded in accumulated other comprehensive income, a component of stockholders’ equity. For foreign currency remeasurement from each local currency into the appropriate functional currency, the monetary assets and liabilities of these subsidiaries are remeasured to the functional currencies at the exchange rate in effect at the applicable balance sheet date. Revenues, expenses, gains or losses are remeasured at the average exchange rate for the period, and nonmonetarynon-monetary assets and liabilities are remeasured at historical rates. The resultant remeasurement gains and losses of these operations as well as gains and losses from foreign currency transactions are included in the Condensed Consolidated Statements of Income.

Results of Operations for the Thirteen Weeks Ended MarchJune 28,27, 2026 and Thirteen Weeks Ended MarchJune 29,28, 2025:

Consolidated net sales were $13,962,981$14,531,069 for the Thirteen Weeks Ended MarchJune 28,27, 2026, compared to $12,280,843$12,793,956 for the Thirteen Weeks Ended MarchJune 29,28, 2025. The 13.7%13.6% increase was the result of year-over-year increases in net sales across each of our geographic segments. Globally, Client and Endpoint Solutions increased by 12%,13%, Advanced Solutions offerings increased by 18%14% and Cloud-based Solutions increased by 31%.47%. This growth was partially offset by aan 5%8% decline in Other services. The divestiture of CloudBlue in the third quarter of 2025 had a negative 9%11% impact on the year-over-year comparison of net sales of Cloud-based Solutions. The translation impact of foreign currencies relative to the U.S. dollar positively impacted the comparison of our global net sales year-over-year by 4%.1%. On a constant currency basis, net sales of Client and Endpoint Solutions increased by 8%,12%, Advanced Solutions increased by 14%,13%, Cloud-based Solutions increased by 25%,44%, and Other services declined by 9%.8%.

The $563,827,$297,928, or 12.7%,6.0%, increase in North American net sales for the Thirteen Weeks Ended MarchJune 28,27, 2026 compared to the Thirteen Weeks Ended MarchJune 29,28, 2025, was primarily driven by aan 31%8% increase in net sales of AdvancedClient and Endpoint Solutions offerings driven by growth in networkingnotebooks and server net salesdesktops in the United States,States whichand includesCanada. strongNet sales of Advanced Solutions offerings increased by 3% driven by growth in lowernet margin,sales lowerof cost-to-servestorage, GPUcybersecurity and AI-infrastructureinfrastructure productsoftware sets.in the United States. Cloud-based Solutions net sales increased by 30%.35%. Excluding the impact of our CloudBlue divestiture, net sales of Cloud-based Solutions were up by 45%54% year-over-year. This growth was partially offset by a 1% decrease in netNet sales of Client and Endpoint Solutions driven by declines in mobility distribution, particularly smartphones, as well as declines in desktops in the United States. Other services netwere salesflat also decreased by 1% due to declines in our Reverse Logistics and Repair business in the region.year-over-year.

The $481,517,$266,905, or 14.1%,7.7%, increase in EMEA net sales for the Thirteen Weeks Ended MarchJune 28,27, 2026 compared to the Thirteen Weeks Ended MarchJune 29,28, 2025, was primarily drivena byresult of a 15%7% increase in net sales of Client and Endpoint Solutions driven by growth in notebooks in Germany, France,the United Arab Emirates and the United Kingdom, as well as growth in desktops in Francethe United Arab Emirates, Turkey and Poland.Germany. Net sales of Advanced Solutions offerings increased by 14%10% driven by growth in networking in Saudi Arabia, Poland and France, as well as growth in server net sales in Germany, the United KingdomPoland and France.Germany, networking in Romania and Germany, as well as cybersecurity in Saudi Arabia and Germany. Additionally, net sales of Cloud-based Solutions increased by 30%,44%, led by growth in the United KingdomKingdom, Germany and Germany.Spain. These results were partially offset by ana 8%14% decrease in net sales of Other services. The translation impact of foreign currencies relative to the U.S. dollar had a positive impact of 10%2% on the year-over-year comparison of the region’s net sales. On a constant currency basis, net sales of Client and Endpoint Solutions increased by 4%,5%, Advanced Solutions offerings increased by 5%7% and Cloud-based Solutions increased by 20%,42%, while Other services decreased by 15%.

The $149,099,$942,015, or 18.6%,27.1%, increase in Latin AmericanAsia-Pacific net sales for the Thirteen Weeks Ended MarchJune 28,27, 2026 compared to the Thirteen Weeks Ended MarchJune 29,28, 2025 was primarily driven by a 19% increase in net sales of Client and Endpoint Solutions, due to growth in notebooksmobility distribution, particularly smartphones, in Mexico,India. MiamiAdditionally, Export,the Colombia,region and Peru,saw growth in components in Miami Export, and growth in desktops in PeruChina. and Mexico. Additionally, netNet sales of Advanced Solutions offerings increasedincrease by 15%,51% driven by growthGPU and AI-infrastructure product sets in cyber security in Brazil, as well as growth in server sales in Brazil and Colombia.China. Net sales of Cloud-based Solutions increased by 48% year-over-year87% driven by growth in Brazil,India, whileAustralia netand Singapore. Net sales of Other services weredecreased flatby compared9% toin the prior year period.region. The translation impact of foreign currencies relative to the U.S. dollar had a positivenegative impact of 8%1% on the year-over-year comparison of the region’s net sales. On a constant currency basis, net sales of Client and Endpoint Solutions increased by 11%, Advanced Solutions increased by 5%,20%, Cloud-based Solutions increased by 33%,85% and Advanced Solutions offerings increased by 50%, while Other services decreased by 10%.7%.

Gross profit was $926,016$958,679 for the Thirteen Weeks Ended MarchJune 28,27, 2026, compared to $828,762$839,159 for the Thirteen Weeks Ended MarchJune 29,28, 2025. Gross margin decreasedincreased by 124 basis points in the Thirteen Weeks Ended MarchJune 28,27, 2026 compared to the Thirteen Weeks Ended MarchJune 29,28, 2025. The increase in gross profit dollars was primarily attributable to the previously described increase in our net sales. The decreaseincrease in gross margin was largely driven by ourthe Advancedprior Solutionsyear offeringsimpact category due toof a mixwrite-down shiftof towards$10,480 lower-marginrecorded GPUin andcost AI-infrastructureof productssales duringin the Thirteen Weeks Ended MarchJune 28, 2025 in connection with the held-for-sale accounting for the sale of a group of assets related to non-core operations in our North America region, which negatively impacted the prior year period gross margin by 8 basis points. This was partially offset by a shift in sales mix towards lower-margin AI-infrastructure products in the Thirteen Weeks Ended June 27, 2026 compared to the Thirteen Weeks Ended MarchJune 29,28, 2025. The translation impact of foreign currencies relative to the U.S. dollar had a positive impact of 45 basis points on the year-over-year comparison of gross margin.

Total SG&A expenses increased $67,676,$18,097, but decreased by 1252 basis points of net sales in the Thirteen Weeks Ended MarchJune 28,27, 2026 compared to the Thirteen Weeks Ended MarchJune 29,28, 2025. The increase in SG&A dollars was driven by an increase in compensation and headcount expenses of $11,020, an increase in Corporate costs of $10,310, an increase in bad debt expense of $16,241,$10,257, an increase in other miscellaneous expenses of $6,946, an increase in professional and outside service costs of $11,996, an increase in compensation and headcount expenses of $10,882$6,412 and an increase in stock-based compensation expense of $10,438.$4,684. These were partially offset by a decrease in integration and transition costs of $31,972, which relates primarily to the previously noted held-for-sale accounting on non-core businesses in North America. The decrease in SG&A expense as a percentage of net sales is a function of the improved leverage on operating expenses across the year-over-year sales increase, resulting from cost reductions taken over the past year and operating efficiencies from automation under our XvantageTM platform. The translation impact of foreign currencies relative to the U.S. dollar had a negative impact of 198 basis points on the year-over-year comparison of SG&A expenses as a percentage of net sales.

During the Thirteen Weeks Ended MarchJune 28,27, 2026, we recognizedincurred $9,460 of restructuring costs,$8,290, or 76 basis points of net sales, whichof restructuring costs that primarily relatesrelated to restructuring actions taken that impacted certain back office and operational functions as well as certain operational facilities.facilities primarily in our EMEA and North America regions. See Note 8 “Restructuring Costs” to our unaudited condensed consolidated financial statements for further information regarding the restructuring activities.

Income from operations was $222,915,$235,970, or 1.60%1.62% of net sales, in the Thirteen Weeks Ended MarchJune 28,27, 2026, compared to $200,864,$142,816, or 1.64%1.12% of net sales, in the Thirteen Weeks Ended MarchJune 29,28, 2025. IncomeThe comparison of income from operations margin was negativelyfavorably impacted by the decreaseprior year write-downs related to held-for-sale accounting for the sale of our CloudBlue operations and another non-core business in grossour margin,North asAmerica wellregion, aswhich thereduced impactincome offrom $9,460,operations orby 7$43,237 and operating margin by 34 basis points as a percentage of net sales, of restructuring costs incurred in the Thirteen Weeks Ended MarchJune 28, 2026,2025. asAdditionally, describedincome above.from Theseoperations resultsmargin werewas partiallypositively offsetimpacted by the reductionimproved inleverage of SG&A expenses as a percentage of net sales, as described above. The translation impact of foreign currencies relative to the U.S. dollar had a positiveno impact of 3 basis points on the year-over-year comparison of our consolidated income from operations margin.

Our North American income from operations margin decreasedincreased 2573 basis points in the Thirteen Weeks Ended MarchJune 28,27, 2026 compared to the Thirteen Weeks Ended MarchJune 29,28, 2025. The decreasecomparison wasbenefited largelyfrom driventhe byimpact in the prior year period of write-downs relating to held-for-sale accounting of our CloudBlue operations and another non-core business described above, which had a 52negative impact of 87 basis pointpoints declineto the region’s income from operations in gross margin. This gross margin decline was partially driven by a mix shift within our Advanced Solutions offerings category toward lower-margin GPU and AI-infrastructure products during the Thirteen Weeks Ended MarchJune 28, 2026.2025. ThisThe impactregion wasalso partially mitigated bysaw a reduction in SG&A expenses as a percentage of net sales in the region, driven by an 8447 basis point reduction in compensation and headcount expenses largely as a result of the restructuring initiatives taken in the current and prior year. This benefit was partially offset by increasesa ofdecline 16in gross margin due to a shift in sales mix towards our lower-margin Client and Endpoint Solutions in the Thirteen Weeks Ended June 27, 2026 compared to the Thirteen Weeks Ended June 28, 2025, as well as a 9 basis pointspoint increase in professional and outside servicesservice costs, 16 basis points in bad debt expensecosts and a 9 basis pointspoint increase in restructuringother costs.miscellaneous expenses.

Our EMEA income from operations margin decreased 814 basis points in the Thirteen Weeks Ended MarchJune 28,27, 2026 compared to the Thirteen Weeks Ended MarchJune 29,28, 2025. This decrease was driven by aan 13 basis point declineincrease in gross margin, which was partially driven by lower gross margins on larger enterprise customer deals in our Advanced Solutions offerings categories during the Thirteen Weeks Ended March 28, 2026. This impact was partially mitigated by a reduction in SG&A expenses as a percentage of net sales in the region, including a 216 basis point increase in restructuring costs and a 7 basis point increase in bad debt expense. These were partially offset by a 3 basis point reduction in rentaldepreciation and occupancy costsexpense and a 2 basis point reduction in depreciationrepair expense.and maintenance expenses. The translation impact of foreign currencies relative to the U.S. dollar had a negative impact of 1 basis point on the year-over-year comparison of the region’s income from operations margin.

Our Asia-Pacific income from operations margin increased 3188 basis points in the Thirteen Weeks Ended MarchJune 28,27, 2026 compared to the Thirteen Weeks Ended MarchJune 29,28, 2025,2025. This increase was primarily asdriven by a result of an increasereduction in gross margin due to higher achievement on Client and Endpoint Solutions and Cloud-based Solutions net sales as well as the favorable impact of a decline in inventory write-offs, offset partially by growth in lower margin, lower cost-to-serve GPU and AI-infrastructure sales. These factors combined to yield a net positive impact of 18 basis points on the region’s income from operations margin. The region’s income from operations margin also benefited from lower SG&A expenses as a percentage of net sales in the region.region Mostincluding notably,a 22 basis point reduction in compensation and headcount expenses decreasedas bywell 9as a 21 basis point reduction in legal claims and settlement expenses. The region also saw a net positive impact of 28 basis points andfrom professionalhigher andgross outsidemargin servicesachievement costsacross decreasedall product categories, driven particularly by growth in our higher-margin Cloud-based Solutions category as described above. These factors were partially offset by a 7 basis points.point increase in bad debt expense. The translation impact of foreign currencies relative to the U.S. dollar had a negative impact of 23 basis points on the year-over-year comparison of the region’s income from operations margin.

Our Latin American income from operations margin increased 7180 basis points in the Thirteen Weeks Ended MarchJune 28,27, 2026 compared to the Thirteen Weeks Ended MarchJune 29,28, 2025, primarily as a result of an increase in gross margin dueacross toall higherproduct achievementcategories, onwith Clientparticular andincome Endpointfrom Solutionsoperations andmargin impact coming from our higher-margin Cloud-based Solutions as a result of the increase in net sales aswithin wellthis category as thedescribed favorableabove. impactThese offactors combined to yield a decline in inventory write-offs, which contributed to a combinednet positive impact of 6976 basis points on the region’s income from operations margin. The region also benefited from a reduction in SG&A expenses as a percentage of net sales due to improved leverage on operating expenses as net sales increased from the prior year.year including a 29 basis point reduction in rental and occupancy costs as well as a 13 basis point reduction in compensation and headcount expenses. These factors were partially offset by an 18 basis point increase in bad debt expense. The translation impact of foreign currencies relative to the U.S. dollar had a positive impact of 109 basis points on the year-over-year comparison of the region’s income from operations margin.

In the Thirteen Weeks Ended MarchJune 28,27, 2026, Corporate costs included $2,188$11,627 of costs associatedprimarily withrelated to the write-off of anassets asset,following $2,182the discontinuation of a project, $1,122 of costs incurred for external services and other expenses relating to the July 2025 ransomware incident and $140 related to investments in certain initiatives to accelerate our growth and profitability and optimize our operations and $2,044 of costs incurred for external services and other expenses in response to the July 2025 ransomware incident.operations. In the Thirteen Weeks Ended MarchJune 29,28, 2025, Corporate costs included $1,287$1,293 of stranded costs resulting from the termination of certain operations and IT services under the transition services agreement with CMA CGM Group following the sale of a substantial portion of our Commercial & Lifecycle Services (the “CLS Sale”) in 2022, as well as $1,241$458 relatedof tocosts investmentsassociated inwith certainretention initiatives to accelerate our growth and profitability and optimize operations.bonuses.

Cash-based compensation expense decreased by $4,324$2,846 in the Thirteen Weeks Ended MarchJune 28,27, 2026 compared to the Thirteen Weeks Ended MarchJune 29,28, 2025 due to lower achievement of expected performance targets in the current quarter as well as the transition to stock-based compensation for certain employees subsequent to our initial public offering in October 2024 (the “IPO”).

Stock-based compensation expense increased by $10,438$4,684 in the Thirteen Weeks Ended MarchJune 28,27, 2026 compared to the Thirteen Weeks Ended MarchJune 29,28, 2025, primarily due to the accelerationtransition from cash-based awards to equity-based awards following the Company’s IPO, resulting in a greater amount of expense forequity awards grantedoutstanding to certain employees that are retirement eligible induring the Thirteen Weeks Ended MarchJune 28,27, 2026 (see Note 3, “Employee Awards,” to our unaudited condensed consolidated financial statements).

Total other (income) expense consists primarily of interest income, interest expense, foreign currency exchange gains and losses, and other non-operating gains and losses. We incurred total other (income) expense of $82,306$78,427 in the Thirteen Weeks Ended MarchJune 28,27, 2026 compared to $100,461$82,931 in the Thirteen Weeks Ended MarchJune 29,28, 2025. The year-over-year variance was largely drivena byresult of a changevariance fromin anet foreign exchange gain,loss, which was $11,716 in the Thirteen Weeks Ended June 27, 2026 compared to a loss of $20,611 in the Thirteen Weeks Ended June 28, 2025, driven primarily by the relatively favorable movement of the U.S. dollar, particularly against ourthe Euro-denominatedeuro payables,and Mexican peso. Additionally, interest income increased by $4,832. These factors were partially offset by a lower equity fair value gain of $302$5,175, recorded in other expense (income), in the Thirteen Weeks Ended MarchJune 28,27, 2026,2026 compared to a net foreign currency exchange loss of $23,717 in the Thirteen Weeks Ended MarchJune 29,28, 2025. Additionally, interest expense decreased by $4,353, primarily as a result of lower average debt outstanding in the current quarter due in particular to voluntary principal payments on our senior term loan credit facility (the “Term Loan Credit Facility”), including an incremental voluntary repayment of $200,000 on our Term Loan Credit Facility in February 2026.

We recorded an income tax provision of $41,739,$46,677, or an effective tax rate of 29.7%,29.6%, in the Thirteen Weeks Ended MarchJune 28,27, 2026, compared to $31,214,$22,059, or an effective tax rate of 31.1%36.8% in the Thirteen Weeks Ended MarchJune 29,28, 2025. The tax provision for the Thirteen Weeks Ended MarchJune 28,27, 2026, included $5,118$5,731 of tax expense, or 3.6 percentage points of the effective tax rate, which is associated with withholding tax expense from our business operations in the Latin America region, primarily from our Miami Export business, while in the Thirteen Weeks Ended MarchJune 29,28, 2025, this same withholding tax impact was $3,098$4,721 of tax expense, or 3.17.9 percentage points of the effective tax rate.

Our cash and cash equivalents totaled $915,987$808,973 and $1,864,724 at MarchJune 28,27, 2026 and December 27, 2025, respectively. We finance our working capital needs and investments in the business largely through net income before noncashnon-cash items, available cash, trade and supplier credit and various financing facilities. As a distributor, our business requires significant investment in working capital, particularly trade accounts receivable and inventory, which is partially financed by vendor trade accounts payable. As a general rule, when sales volumes are increasing, our net investment in working capital dollars typically increases, which generally results in decreased cash flow generated from operating activities. Conversely, when sales volume decreases, our net investment in working capital typically decreases, which generally results in increases in cash flows generated from operating activities. Working capital dollars are calculated at any point in time by adding the trade accounts receivable and inventory less the trade accounts payable balance at that point in time. Our working capital dollars were $4,419,471$4,902,107 at MarchJune 28,27, 2026 and $3,553,339 at December 27, 2025.

Operating activities used net cash of $977,877$1,511,094 and $200,430$498,390 during the ThirteenTwenty-Six Weeks Ended MarchJune 28,27, 2026 and ThirteenTwenty-Six Weeks Ended MarchJune 29,28, 2025, respectively. The higher cash used in the ThirteenTwenty-Six Weeks Ended MarchJune 28,27, 2026 primarily reflects slowerheavier collectionsinvestment in inventory ahead of accountsongoing receivablessupply fromconstraints customers,and related increases in average selling prices, partially offset by improvedhigher cashnet flows from the use of accounts payable to vendorsincome in the currentTwenty-Six year.Weeks Ended June 27, 2026.

Investing activities provided net cash of $24,238$34,916 and $58,291$116,718 during the ThirteenTwenty-Six Weeks Ended MarchJune 28,27, 2026 and ThirteenTwenty-Six Weeks Ended MarchJune 29,28, 2025, respectively. The net cash provided during the ThirteenTwenty-Six Weeks Ended MarchJune 28,27, 2026 was primarily driven by proceeds from the deferred purchase price of factored receivables of $51,834$90,629 and proceeds from notes receivable of $10,179,$15,134, partially offset by capital expenditures of $36,303$69,223 and issuance of notes receivable to certain customers of $12,375. The net cash provided during the ThirteenTwenty-Six Weeks Ended MarchJune 29,28, 2025 was primarily driven by proceeds from the deferred purchase price of factored receivables of $71,031,$141,445, proceeds from sale of equity investments of $20,805, and proceeds from notes receivable of $20,510, partially offset by capital expenditures of $29,737.$64,961 and issuance of notes receivable to certain customers of $12,501.

Financing activities provided net cash of $42,458$447,559 and $96,759$272,973 during the ThirteenTwenty-Six Weeks Ended MarchJune 28,27, 2026 and ThirteenTwenty-Six Weeks Ended MarchJune 29,28, 2025, respectively. The net cash provided during the ThirteenTwenty-Six Weeks Ended MarchJune 28,27, 2026 was primarily driven by net proceeds from revolving and other credit facility of $338,696$812,823 and gross proceeds from other debt of $20,885,$32,671, partially offset by the voluntary repayment of our term loan of $200,000, repurchase of Common Stock of $75,000, dividends paid to stockholders of $18,995, and$105,000, gross repayments of other debt of $15,233.$41,210, and dividends paid to stockholders of $38,352. The net cash provided during the ThirteenTwenty-Six Weeks Ended MarchJune 29,28, 2025 was primarily driven by net proceeds from revolving and other credit facilities of $235,374$452,161 and gross proceeds from other debt of $17,228,$29,820, partially offset by the voluntary repayment of our term loan of $125,000, dividends paid to stockholders of $17,377$40,828 and gross repayments of other debt of $15,854.$32,574.

We have a range of financing facilities which are diversified by type, maturity and geographic region with various financial institutions worldwide with a total capacity of approximately $7,364,330,$7,368,145, of which $3,338,169$3,794,458 was outstanding, at MarchJune 28,27, 2026. These facilities have staggered maturities through 2031. Our cash and cash equivalents totaled $915,987$808,973 and $1,864,724 at MarchJune 28,27, 2026 and December 27, 2025, respectively, of which $849,990$754,757 and $1,074,301, respectively, resided in operations outside of the United States. Cash and cash equivalents located in China were approximately 10% of our total cash and cash equivalents at MarchJune 28,27, 2026 and December 27, 2025, along with additional balances held in Luxembourg, India, Brazil, Malaysia, Canada, and Mexico. Cash held by foreign subsidiaries, including China, can generally be used to finance local operations and cannot, under the current legal and regulatory environment, be transferred to finance other foreign subsidiaries’ operations. Additionally, our ability to repatriate these funds to the United States in an economical manner may be limited. Our cash balances are deposited and/or invested with various financial institutions globally that we endeavor to monitor regularly for credit quality. However, we are exposed to risk of loss on funds deposited with the various financial institutions and money market mutual funds, and we may experience significant disruptions in our liquidity needs if one or more of these financial institutions were to suffer bankruptcy or similar restructuring. As of MarchJune 28,27, 2026 and December 27, 2025, we had book overdrafts of $404,386$281,732 and $416,799, respectively, representing checks issued on disbursement bank accounts but not yet paid by such banks. These amounts are classified as accounts payable in our Condensed Consolidated Balance Sheets and are typically paid by the banks in a relatively short period of time.

On July 2, 2021, we entered into the Term Loan Credit Facility for $2,000,000, the proceeds of which were also used to, among other things, finance a portion of the acquisition of Ingram Micro by Platinum and repay certain of our existing indebtedness. We recognized $1,920,761, net of debt issuance costs and discount of $59,239 and $20,000, respectively, related to this facility. The Term Loan Credit Facility had an original maturity of July 2, 2028 and amortized in equal quarterly installments aggregating to 1.00% per annum. In June 2023, we voluntarily prepaid $500,000 on our Term Loan Credit Facility over and above normal quarterly installments, which, as a result of this prepayment, are no longer mandatory. In September 2023, we refinanced our Term Loan Credit Facility, reducing the interest rate spread over Secured Overnight Financing Rate (“SOFR”) by 50 basis points. In September 2024, we refinanced our Term Loan Credit Facility, reducing the interest rate spread over SOFR by 25 basis points, eliminating the credit-spread adjustments and extending the maturity date to September 19, 2031. In June 2025, we again amended the Term Loan Credit Facility to reduce the interest rate by 50 basis points. Borrowings under the Term Loan Credit Facility now bear interest at a rate per annum equal to, at our option, either (1) the base rate (which is the highest of (a) the then-current federal funds rate set by the Federal Reserve Bank of New York, plus 0.50%, (b) the prime rate on such day and (c) the one-month SOFR rate published on such date plus 1.00% and is subject to a 1.50% floor) plus a margin of 1.25% or (2) one-, three- or six-month SOFR (subject to a 0.50% floor) plus a margin of 2.25%. In connection with these refinancings, we repaid an incremental $50,000 and $100,000 in September 2023 and September 2024, respectively, of our Term Loan Credit Facility and in June 2024 we voluntarily repaid an incremental $150,000. Upon the closing of the IPO, we used the net proceeds from the offering to repay $233,100 of debt outstanding under our Term Loan Credit Facility and in March 2025 and February 2026, we voluntarily repaid an incremental $125,000 and $200,000, respectively. As of MarchJune 28,27, 2026 and December 27, 2025, $566,119$567,423 and $764,849 respectively, remained outstanding under the Term Loan Credit Facility.

On July 2, 2021, we entered into new ABL Credit Facilities (as defined below) providing for senior secured asset-based, multi-currency revolving loans and letter of credit availability in an aggregate amount of up to $3,500,000 (the “ABL Revolving Credit Facility”) and a senior secured asset-based term loan facility of $500,000 (the “ABL Term Loan Facility”), and together with the ABL Revolving Credit Facility, the (“ABL Credit Facilities”), both of which had contractual maturity dates in July 2026. The ABL Term Loan Facility was repaid fully in April 2022. We may borrow under the ABL Revolving Credit Facility only up to our available borrowing base capacity. Borrowings under the ABL Revolving Credit Facility bear interest at a rate per annum equal to, at our option, either (1) the base rate plus a margin ranging (based on the availability under the ABL Revolving Credit Facility) from 0.25% to 0.75% or (2) SOFR (subject to a 0% floor) plus a margin ranging (based on the availability under the ABL Revolving Credit Facility) from 1.25% to 1.75%. In September 2024, we amended the ABL Revolving Credit Facility to, among other things, extend the maturity date to September 20, 2029. As of MarchJune 28,27, 2026 and December 27, 2025, we had borrowings of $80,000$550,000 and $0, respectively, under this facility. The weighted-average interest rate on the outstanding borrowings under this facility, as amended, was 5.5%5.4% and 6.2% per annum at MarchJune 28,27, 2026 and December 27, 2025, respectively.

Additionally, our European ABS Facility provides for a borrowing capacity of up to €375,000, or approximately $431,738$427,125 at MarchJune 28,27, 2026 exchange rates. ThisThe program,facility, which matureshad inan original maturity date of October 2026, was amended in July 2026 to extend the maturity date to July 2031. This program requires certain commitment fees and borrowings which incur financing costs based on the local short-term bank indicator rate for the currency in which the drawing is made plus a predetermined margin. At MarchJune 28,27, 2026 and December 27, 2025, we had borrowings of $296,896$279,437 and $353,100 under this financing program in Europe. The weighted-average interest rate on the outstanding borrowings under this facility, as amended,facility was 3.2%3.3% and 3.5% per annum at MarchJune 28,27, 2026 and December 27, 2025, respectively.

At MarchJune 28,27, 2026, our actual aggregate capacity under our ABL Revolving Credit Facility and other receivable-backed programs was approximately $3,930,897,$3,926,276, of which $376,896$829,437 was used. Even if we do not borrow or choose not to borrow to the full available capacity of certain programs, most of our trade accounts receivable-backed financing programs are subject to certain restrictions outlined in our ABL Credit Facilities. These restrictions generally prohibit us from assigning or transferring the underlying eligible receivables as collateral for other financing programs, unless the underlying eligible receivables are sold in conjunction with a dedicated, non-recourse facility.

We also have additional lines of credit, short-term overdraft facilities and other credit facilities with various financial institutions worldwide, which provide for borrowing capacity aggregating to $888,774$894,150 at MarchJune 28,27, 2026. Most of these arrangements are on an uncommitted basis and are reviewed periodically for renewal. At MarchJune 28,27, 2026 and December 27, 2025, respectively, we had $416,613$417,302 and $102,836 outstanding under these facilities. The weighted-average interest rate on the outstanding borrowings under these facilities, which may fluctuate depending on geographic mix, was 5.6%5.7% and 7.3% per annum at MarchJune 28,27, 2026 and December 27, 2025, respectively. At MarchJune 28,27, 2026 and December 27, 2025, letters of credit totaling $177,422$146,669 and $168,254, respectively, were issued to various customs agencies and landlords to support our subsidiaries. The issuance of these letters of credit reduces our available capacity under the corresponding agreements by the same amount.

We are subject to certain customary affirmative covenants, including reporting and cash management requirements, and certain customary negative covenants that limit our and our subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain indebtedness, to pay dividends or other distributions in respect of our and our subsidiaries’ equity interests and to engage in transactions with affiliates. At MarchJune 28,27, 2026 and December 27, 2025, we were in compliance with allthe covenants or other requirements in all of our debt arrangements.

We have several uncommitted factoring programs under which trade accounts receivable of several customers may be sold, without recourse, to financial institutions. Available capacity under these programs is dependent on the level of our trade accounts receivable eligible to be sold into these programs and the financial institutions’ willingness to purchase such receivables. At MarchJune 28,27, 2026 and December 27, 2025, we had a total of $853,863$947,400 and $936,934, respectively, of trade accounts receivable sold to and held by the financial institutions under these programs.

See Note 2, “Summary of Significant Accounting Policies,” to the unaudited condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.