Ingram Micro Holding (INGM) risk factors, FY2025 10-K

Ingram Micro Holding's FY2025 10-K, filed Mar 03, 2026, lists 47 risk factors in 6 groups. Against the prior year's 47: 5 new, 5 dropped, 17 substantially reworded.

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Risk factors listed
476 groups
New this year
5vs 47 last year
Dropped
5since the prior 10-K
Substantially reworded
17of those kept
Section length
23k wordsItem 1A

What the changes say

  • Ingram Micro highlights new risks from HPE's acquisition of Juniper, broader global tariffs, and executive change-of-control incentives.
  • Macroeconomic uncertainty, vendor consolidation, and strict regulatory and ESG compliance continue to drive core operational risks.

What changed since the prior 10-K

New

  • New

    Because of the variations in our results, we 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

    Investors are advised not to rely on period-to-period or quarterly operating results as indicators of future performance due to result variations.

  • New

    We have been, and may continue to be, affected by public health issues

    Pandemics and public health crises could disrupt supply chains, cause facility closures, increase labor costs, and cause workforce attrition.

  • NewRisks Related to the Macroeconomic and Regulatory Environment

    Tariffs, trade and non-trade restrictions may increase prices and could adversely affect our business, results of operations, financial condition, and cash flows

    U.S. and international tariffs under Section 301 and IEEPA, along with retaliatory trade barriers from China, the EU, and Brazil, may increase prices and disrupt operations.

  • NewRisks Related to Our Reliance on Third Parties

    Our business may be adversely affected by vendors’ consolidation and increased direct sales, which could reduce our volumes, margins, or incentives

    Vendor consolidation, including HPE's planned acquisition of Juniper Networks, could reduce our distribution volumes, margins, and bargaining power.

  • NewRisks Related to Ownership of Our Common Stock

    Because our executive officers hold, or in the future may hold, long-term incentive awards that will vest upon a change of control, these officers may have interests in us that conflict with those of our stockholders

    Executive officers holding long-term incentive awards that vest upon a change of control may have conflicts of interest with other stockholders.

Dropped

  • Dropped

    We have been, and may continue to be, affected by the COVID-19 pandemic or other public health issues, and such effects could have an adverse effect on our business operations, results of operations, cash flows and financial condition

  • DroppedRisks Related to the Macroeconomic and Regulatory Environment

    Tariffs may result in increased prices and could adversely affect our business, results of operations, financial conditions, and cash flows

  • DroppedRisks Related to the Macroeconomic and Regulatory Environment

    To a lesser extent, we also distribute products in the United States made by Chinese vendors. Risks associated with doing business with these Chinese vendors, in particular actual or perceived cybersecurity risks of their products, could also adversely affect our business

    COVID-19 pandemic lockdowns halted operations in global facilities, such as India for two months.

  • DroppedRisks Related to Our Reliance on Third Parties

    Our business may be adversely affected by some vendors’ strategies to consolidate business or increase their direct sales, which in turn could cause our business and operating results to suffer

  • DroppedRisks Related to Ownership of Our Common Stock

    Additionally, as described in the risk factor directly below, we have identified material weaknesses in our internal control over financial reporting. As we have become subject to Section 404, we may identify additional material weaknesses

Reworded

  • 99% rewrittenRisks Related to Ownership of Our Common Stock

    Our amended and restated certificate of incorporation contains exclusive forum provisions that could limit our stockholders’ ability to pursue certain claims in a preferred judicial forum

    Added specific references to Securities Act claims in U.S. federal courts, potential litigation costs, and enforceability challenges for Delaware forum provisions.

    Was: Our amended and restated certificate of incorporation contains exclusive forum provisions for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, associates, or stockholders

  • 96% rewritten

    Our acquisition and investment strategies may not produce the expected benefits, which may adversely affect our results of operations

    Expanded acquisition and investment risks to explicitly cover retaining key personnel, realizing synergies, preserving relationships, managing divestitures, and increased debt.

  • 94% rewrittenRisks Related to the Macroeconomic and Regulatory Environment

    Increasing attention to environmental, social, and governance (“ESG”) matters, including evolving and sometimes conflicting expectations and regulatory requirements, may subject us to unforeseen liability or cause harm to our reputation

    Updated ESG wording to emphasize evolving regulatory requirements and stakeholder challenges, specifically regarding diversity, equity, and inclusion initiatives.

    Was: Increasing attention (both positive and negative) on environmental, social, and governance (“ESG”) matters may impact our business, subject us to unforeseen liability or cause harm to our reputation

  • 93% rewrittenRisks Related to the Macroeconomic and Regulatory Environment

    U.S.-China tensions around technology, critical minerals, national security, and human rights continue to evolve and could adversely affect our business

    Expanded U.S.-China tension risks to include advanced computing, semiconductors, critical minerals, cybersecurity, data governance, and potential licensing changes in 2026, noting 2024 China net sales of $4.0 billion was removed.

    Was: U.S.-China tensions around technology, national security, and human rights could adversely affect our business

  • 91% rewrittenRisks Related to Ownership of Our Common Stock

    We may change our dividend policy at any time, and, if we determine not to pay any cash dividends on our Common Stock in the future, stockholders may not receive any return on investment unless they sell their Common Stock for a price greater than that which they paid for it

    Updated dividend policy to note quarterly increases since early 2025 while retaining board discretion to reduce or eliminate dividends based on credit facility covenants and financial conditions.

    Was: We may change our dividend policy at any time, and, in the event we determine not to pay any cash dividends on our Common Stock in the future, stockholders may not receive any return on investment unless they sell their Common Stock for a price greater than that which they paid for it

  • 90% rewritten

    Failure to retain and recruit key personnel would harm our ability to meet key objectives

    Added specific mention of rising labor costs and the risk of failing to make proper staffing adjustments based on forecasted market conditions.

  • 87% rewrittenRisks Related to the Macroeconomic and Regulatory Environment

    Our failure to comply with environmental, health and safety regulations or other applicable laws could adversely affect our business

    Added specific references to the EU Waste Electrical and Electronic Equipment Directive and similar North American product recycling and stewardship obligations.

    Was: Our failure to comply with the requirements of environmental, health and safety regulations, or other laws and regulations applicable to a distributor of consumer products could adversely affect our business

  • 76% rewrittenRisks Related to the Macroeconomic and Regulatory Environment

    Changes in macroeconomic and geopolitical conditions can affect our business and results of operations

    Added geopolitical conditions alongside macroeconomic factors and specified challenges in demand forecasting, higher cost of trade credit, and constrained access to capital.

  • 72% rewrittenRisks Related to Ownership of Our Common Stock

    If we or Platinum sell shares of our Common Stock or are perceived by the public markets as intending to sell them, the market price of our Common Stock could decline

  • 63% rewrittenRisks Related to Our Indebtedness

    Our variable-rate indebtedness exposes us to interest rate risk, which could increase our debt service obligations and adversely affect our results of operations and cash flows

    Was: Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly

  • 56% rewrittenRisks Related to Information Technology, Data Privacy, and Intellectual Property

    Cyberattacks, including by state-sponsored actors, continue to become more sophisticated and persistent, and any such attacks which result in a security breach and/or personal data breach may adversely impact our business, or result in regulatory investigation, litigation, or other liability

  • 54% rewritten

    We continually experience intense competition across all markets for our products and services

  • 37% rewrittenRisks Related to the Macroeconomic and Regulatory Environment

    We operate a global business that exposes us to risks associated with conducting business in multiple jurisdictions

  • 36% rewrittenRisks Related to Information Technology, Data Privacy, and Intellectual Property

    Changes in the regulatory environment regarding privacy and data protection regulations could have a material adverse effect on our results of operations

  • 32% rewrittenRisks Related to Information Technology, Data Privacy, and Intellectual Property

    We may not be able to prevent or timely detect breaches of, or attacks on, our IT systems

    Was: We may not be able to prevent or timely detect breaches of, or attacks on, our information technology systems

  • 24% rewrittenRisks Related to Ownership of Our Common Stock

    Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval

  • 21% rewritten

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

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

All 47 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Because of the variations in our results, we 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 yearNew
  2. 02We have invested, and will continue to invest, significant resources in the development and deployment of Ingram Micro Xvantage. If Ingram Micro Xvantage is not successful, our business, results of operations, financial condition, and cash flows would be adversely impacted21% rewritten
  3. 03Our acquisition and investment strategies may not produce the expected benefits, which may adversely affect our results of operations96% rewritten
  4. 04Failure to retain and recruit key personnel would harm our ability to meet key objectives90% rewritten
  5. 05Increases in wage and benefit costs, collective bargaining agreements, changes in laws and other labor regulations, or labor disruptions could impact our financial condition and cash flows
  6. 06We are also required to comply with laws and regulations in the countries in which we have associates that may differ substantially from country to country, requiring significant management attention and cost
  7. 07Our failure to adequately adapt to industry changes could negatively impact our future operating results
  8. 08We continually experience intense competition across all markets for our products and services54% rewritten
  9. 09Our goodwill and identifiable intangible assets could become impaired, which could reduce the value of our assets and reduce our net income in the year in which the write-off occurs
  10. 10A decline in general economic conditions or global equity valuations could impact our judgments and assumptions about the fair value of our businesses and we could be required to record impairment charges on our goodwill or other identifiable intangible assets in the future
  11. 11Changes in our credit rating or other market factors, such as adverse capital and credit market conditions or reductions in cash flow from operations, may affect our ability to meet liquidity needs, reduce access to capital, and/or increase our costs of borrowing
  12. 12We cannot predict the outcome of litigation matters and other contingencies with which we may be involved from time to time
  13. 13We have been, and may continue to be, affected by public health issuesNew

Risks Related to the Macroeconomic and Regulatory Environment

  1. 14We operate a global business that exposes us to risks associated with conducting business in multiple jurisdictions37% rewritten
  2. 15Our businesses operate in various international markets, including certain emerging markets that are subject to greater political, economic, and social uncertainties than developed countries
  3. 16Changes in macroeconomic and geopolitical conditions can affect our business and results of operations76% rewritten
  4. 17Tariffs, trade and non-trade restrictions may increase prices and could adversely affect our business, results of operations, financial condition, and cash flowsNew
  5. 18U.S.-China tensions around technology, critical minerals, national security, and human rights continue to evolve and could adversely affect our business93% rewritten
  6. 19Increasing attention to environmental, social, and governance (“ESG”) matters, including evolving and sometimes conflicting expectations and regulatory requirements, may subject us to unforeseen liability or cause harm to our reputation94% rewritten
  7. 20Our failure to comply with environmental, health and safety regulations or other applicable laws could adversely affect our business87% rewritten
  8. 21Changes in accounting rules could adversely affect our reported operating results
  9. 22Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition

Risks Related to Our Indebtedness

  1. 23We are also party to certain additional lines of credit, short-term overdraft facilities, and other credit facilities with approximately $102.8 million outstanding under these facilities as of December 27, 2025. See Note 6, “Debt”, to our audited consolidated financial statements
  2. 24We may not be able to generate sufficient cash flows from operations to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful
  3. 25Our variable-rate indebtedness exposes us to interest rate risk, which could increase our debt service obligations and adversely affect our results of operations and cash flows63% rewritten

Risks Related to Our Reliance on Third Parties

  1. 26We face a variety of risks in our reliance on third-party service companies, including shipping companies and a cloud service provider, for the delivery of our products and outsourcing arrangements
  2. 27We or our vendors, suppliers, or customers may experience damage to or disruptions at our respective facilities caused by natural disasters and other factors, such as climate change, which may result in our business, financial condition, and results of operations being adversely affected
  3. 28Termination of a key supply or services agreement or a significant change in vendor terms or conditions of sale could negatively affect our operating margins, revenue, or the level of capital required to fund our operations
  4. 29Our business may be adversely affected by vendors’ consolidation and increased direct sales, which could reduce our volumes, margins, or incentivesNew
  5. 30Credit risks from customers, including substantial defaults or loss of significant customers, could negatively impact our business, results of operations, financial condition, or liquidity

Risks Related to Information Technology, Data Privacy, and Intellectual Property

  1. 31Our dependence on a variety of information systems to operate our business could, if such systems are not properly functioning, maintained, and available, result in disruptions to our business and harm our reputation and net sales
  2. 32We can make no assurances that the combined IT systems strategy will be successful or that we will not have additional disruptions, delays, and/or negative business impacts from future deployments
  3. 33We may not be able to prevent or timely detect breaches of, or attacks on, our IT systems32% rewritten
  4. 34Cyberattacks, including by state-sponsored actors, continue to become more sophisticated and persistent, and any such attacks which result in a security breach and/or personal data breach may adversely impact our business, or result in regulatory investigation, litigation, or other liability56% rewritten
  5. 35Changes in the regulatory environment regarding privacy and data protection regulations could have a material adverse effect on our results of operations36% rewritten
  6. 36We may become involved in intellectual property disputes that could cause us to incur substantial costs, divert the efforts of management, or require us to pay substantial damages or licensing fees

Risks Related to Our Relationship with Platinum and Being a “Controlled Company”

  1. 37Platinum controls us, and its interests may conflict, or be inconsistent, with ours interests or the interests of other stockholders
  2. 38We are a “controlled company” within the meaning of the NYSE rules and, as a result, we qualify for, and rely on, exemptions from certain corporate governance requirements. Our stockholders do not have the same protections afforded to stockholders of other companies that are subject to such requirements
  3. 39Anti-takeover provisions in our organizational documents could delay or prevent a change of control

Risks Related to Ownership of Our Common Stock

  1. 40Our stock price may change significantly, and stockholders may not be able to resell shares of our Common Stock at or above the price paid or at all or could lose all or part of their investment as a result
  2. 41We may change our dividend policy at any time, and, if we determine not to pay any cash dividends on our Common Stock in the future, stockholders may not receive any return on investment unless they sell their Common Stock for a price greater than that which they paid for it91% rewritten
  3. 42If securities or industry analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline
  4. 43If we or Platinum sell shares of our Common Stock or are perceived by the public markets as intending to sell them, the market price of our Common Stock could decline72% rewritten
  5. 44Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval24% rewritten
  6. 45Our amended and restated certificate of incorporation and amended and restated bylaws provides that we will indemnify our directors and officers, in each case to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”)
  7. 46Our amended and restated certificate of incorporation contains exclusive forum provisions that could limit our stockholders’ ability to pursue certain claims in a preferred judicial forum99% rewritten
  8. 47Because our executive officers hold, or in the future may hold, long-term incentive awards that will vest upon a change of control, these officers may have interests in us that conflict with those of our stockholdersNew

Other Ingram Micro Holding 10-Ks

  • FY2024 10-K risk factors
    47 risks

    The risk factors are dominated by the heavy investment in the Xvantage digital platform and legacy ERP systems. Operations face strong pressures from narrow gross margins, vendor concentration, and global macroeconomic volatility. Financial risks include substantial variable-rate debt, credit exposure on customer accounts, and identified material weaknesses in internal controls.

    Filed Mar 05, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.