Ingram Micro Holding Corp: Form 10-Q for the period ended Sep 26, 2026

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the year ended December 27, 2025 included in our Annual Report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q and the Annual Report, particularly in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” All financial data included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are in thousands, except as otherwise indicated.

Unless otherwise noted in this quarterly report, the use of the terms “Ingram Micro,” “we,” “us,” “our” and the “Company” refers to Ingram Micro Holding Corporation and its subsidiaries. The use of the term “Platinum” means Platinum Equity, LLC together with its affiliated investment vehicles.

Overview of Our Business

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; Europe, Middle East and Africa (“EMEA”); Asia-Pacific; and Latin America.

Our product, service and solution offerings consist of Client and Endpoint Solutions, Advanced Solutions, Cloud-based Solutions and Other, as described in further detail below. Our results are impacted by changes in demand levels and related product mix, including entry or expansion into new markets, new product offerings and the exit or retraction of certain business. Furthermore, we have invested most heavily in recent years into Advanced Solutions and Cloud-based Solutions and capabilities globally, for which an increased need for more complex solutions coupled with more products being consumed on an as-a-service basis is driving a more rapid shift towards these offerings. Advanced Solutions and Cloud sales collectively comprise more than one-third of our net sales and more than half of our gross profit.

As part of our global presence in each of our four geographic regions, we offer customers a full spectrum of hardware and software, Cloud-based solutions, services and logistics expertise through our four main lines of business described below.

• 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, peripherals 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 margins individually and collectively in the form of solutions and related services. While 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, power and cooling solutions and graphics processing units (“GPU”) and artificial intelligence (“AI”) infrastructure-related products and offerings. This category also includes training, professional services and financing solutions related to these product sets. We also offer customers 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.
• Cloud-based Solutions. Our cloud portfolio comprises 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. This previously included our former CloudBlue business, which provided customers with multichannel and multi-tier catalog management, subscription management, billing and orchestration capabilities through a software-as-a-service model and was sold during the third quarter of 2025.
• Other. We provide customers with IT Asset Disposition (“ITAD”), reverse logistics and repair and other related solutions. Also included in this line of business is our more recent ramp up of Supply Chain Services, which is effectively a set of logistics-as-a-service offerings. These offerings represent less than 5% of net sales for all periods presented herein.

Presentation

Net Sales

We are one of the largest distributors, based on revenues, of technology hardware, software and services worldwide, including a leading global presence in 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 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.

Gross Margin

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 fluctuations 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-growing and higher-margin service-oriented businesses, including cloud and hybrid cloud/on-premise solutions.

Selling, General and Administrative (“SG&A”) Expenses

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 technology. We are likewise investing in the development and deployment of our Ingram Micro XvantageTM 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 by the end of fiscal year 2027 and are not expected to recur.

Restructuring Costs

We have instituted a number of cost reduction and profit enhancement programs over the years, which in certain years included restructuring 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.

Foreign Currency Translation and Remeasurement

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 non-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.

Working Capital and Debt

Our business requires significant levels of working capital, primarily trade accounts receivable and inventory, which is partially financed by vendor trade accounts payable. For our working capital needs, we rely heavily on trade credit from vendors, and also on trade accounts receivable financing programs and proceeds from debt facilities. We maintain a strong focus on management of working capital in order to maximize returns on investment, cash provided by operations, and our debt and cash levels. However, our debt and/or cash levels may fluctuate significantly on a day-to-day basis due to the timing of customer receipts, inventory stocking levels and periodic payments to vendors. A higher concentration of payments received from customers toward the end of each month, combined with the timing of payments we make to our vendors, typically yields lower debt balances and higher cash balances at our quarter-ends than is the case throughout the quarter or year. Our future debt requirements may increase and/or our cash levels may decrease to support growth in our overall level of business, changes in our required working capital profile, or to fund acquisitions or other investments in the business.

Results of Operations

Results of Operations for the Thirteen Weeks Ended September 26, 2026 and Thirteen Weeks Ended September 27, 2025:

We do not allocate stock-based compensation expense or time-vested and performance-vested cash-based compensation recognized to our reportable segments or certain Corporate costs; therefore, we are reporting these amounts separately.

The following tables set forth our net sales by reportable segment and the percentage of total net sales represented thereby, as well as income from operations and income from operations margin by reportable segment for each of the periods indicated:

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Consolidated net sales were $15,220,461 for the Thirteen Weeks Ended September 26, 2026, compared to $12,603,755 for the Thirteen Weeks Ended September 27, 2025. The 20.8% increase was the result of year-over-year increases in net sales across each of our geographic segments. Globally, Advanced Solutions offerings increased by 40%, Client and Endpoint Solutions increased by 10%, Cloud-based Solutions increased by 31%, and Other services increased by 35%. The divestiture of CloudBlue in the third quarter of 2025 had a negative 6% 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 did not have an impact on the comparison of our global net sales year-over-year. On a constant currency basis, net sales of Advanced Solutions offerings increased by 40%, Client and Endpoint Solutions increased by 10%, Cloud-based Solutions increased by 30%, and Other services increased by 35%.

The $1,394,777, or 31.5%, increase in North American net sales for the Thirteen Weeks Ended September 26, 2026 compared to the Thirteen Weeks Ended September 27, 2025, was primarily driven by a 61% increase in net sales of Advanced Solutions offerings driven by growth in networking and server in the United States as well as growth in GPU and AI-infrastructure product sets in the region. Net sales of Client and Endpoint Solutions increased by 7% driven by growth in notebooks and desktops in the United States and Canada as well as growth in mobility distribution, particularly smartphones, in the United States. Net sales of Other services increased by 114% year-over-year, driven by growth in our U.S. Reverse Logistics and Repair business and, to a lesser degree, our re-entry into Supply Chain Services. Net sales of Cloud-based Solutions increased by 21%. Excluding the impact of our CloudBlue divestiture, net sales of Cloud-based Solutions were up by 30% year-over-year.

The $268,334, or 7.3%, increase in EMEA net sales for the Thirteen Weeks Ended September 26, 2026 compared to the Thirteen Weeks Ended September 27, 2025, was primarily a result of a 24% increase in net sales of Advanced Solutions offerings driven by growth in server net sales in Poland, the United Kingdom, Germany and Turkey, as well as growth in storage net sales in Germany, Turkey and the United Arab Emirates, as well as growth in GPU and AI-infrastructure product sets in the region. Net sales of Cloud-based Solutions increased by 39%, led by growth in Germany, the United Arab Emirates and Spain. These results were partially offset by a 1% decrease in net sales of Client and Endpoint Solutions, driven by a decrease in net sales of components in Poland as well as a decrease in net sales of peripherals in Germany and the Netherlands. Net sales of Other services also declined by 13% in the region. The translation impact of foreign currencies relative to the U.S. dollar had a negative impact of 1% on the year-over-year comparison of the region’s net sales. On a constant currency basis, net sales of Advanced Solutions offerings increased by 25%, Cloud-based Solutions increased by 40%, Client and Endpoint Solutions increased by 1% and Other services decreased by 13%.

The $792,639, or 22.3%, increase in Asia-Pacific net sales for the Thirteen Weeks Ended September 26, 2026 compared to the Thirteen Weeks Ended September 27, 2025 was driven by a 25% increase in net sales of Advanced Solutions offerings driven by GPU and AI-infrastructure product sets in China. Net sales of Client and Endpoint Solutions increased by 21% due to growth in mobility distribution, particularly smartphones in India and China, as well as growth in notebooks in India and Australia. Net sales of Cloud-based Solutions increased by 44% driven by growth in Singapore and Australia. Net sales of Other services increased by 39% in the region. The translation impact of foreign currencies relative to the U.S. dollar had a negative impact of 2% on the year-over-year comparison of the region’s net sales. On a constant currency basis, net sales of Advanced Solutions offerings increased by 25%, Client and Endpoint Solutions increased by 23%, Cloud-based Solutions increased by 42% and Other services increased by 38%.

The $160,956, or 16.7%, increase in Latin American net sales for the Thirteen Weeks Ended September 26, 2026 compared to the Thirteen Weeks Ended September 27, 2025 was primarily driven by a 16% increase in net sales of Client and Endpoint Solutions, due to growth in mobility distribution, particularly smartphones in Peru and Chile, as well as growth in desktops and consumer electronics in Mexico. Net sales of Advanced Solutions offerings increased by 17%, led by growth in net sales of server and cyber security product sets in Brazil. Net sales of Cloud-based Solutions increased by 56% year-over-year driven by growth in Brazil, while net sales of Other services increased by 65% year-over-year. The translation impact of foreign currencies relative to the U.S. dollar had a positive impact of 6% 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 10%, Advanced Solutions offerings increased by 10%, Cloud-based Solutions increased by 47% and Other services increased by 57%.

Gross profit was $996,926 for the Thirteen Weeks Ended September 26, 2026, compared to $869,647 for the Thirteen Weeks Ended September 27, 2025. Gross margin decreased by 35 basis points in the Thirteen Weeks Ended September 26, 2026 compared to the Thirteen Weeks Ended September 27, 2025. The increase in gross profit dollars was primarily attributable to the previously described increase in our net sales. The decrease in gross margin was largely driven by our Advanced Solutions offerings category due to a mix shift towards lower-margin, low cost-to-serve GPU and AI-infrastructure product sets during the Thirteen Weeks Ended September 26, 2026 compared to the Thirteen Weeks Ended September 27, 2025. Excluding GPU and AI-Infrastructure sales in both years, gross margin decreased by 4 basis points. The translation impact of foreign currencies relative to the U.S. dollar had a positive impact of 2 basis points on the year-over-year comparison of gross margin.

Total SG&A expenses increased $55,001 but, as a percentage of net sales, improved by 52 basis points in the Thirteen Weeks Ended September 26, 2026 compared to the Thirteen Weeks Ended September 27, 2025. The increase in SG&A dollars was driven by an increase in professional and outside service costs of $17,939, an increase of $15,992 in compensation and headcount expenses, driven in part by variable compensation on higher gross profit generation, an increase in legal claims and settlement expenses of $12,029 and an increase in bad debt expense, primarily in India, China and the United States, of $11,628. These factors were partially offset by a decrease in integration and transition costs of $5,742 and a decrease in corporate costs of $4,178, compared to the prior year. 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 2 basis points on the year-over-year comparison of SG&A expenses as a percentage of net sales.

During the Thirteen Weeks Ended September 26, 2026, we incurred $5,562, or 4 basis points of net sales, of restructuring costs that primarily related to restructuring actions taken that impacted certain back office, operational and commercial functions as well as certain operational facilities primarily in our EMEA and North America regions. This is an increase from $3,539, or 3 basis points of net sales, incurred during the Thirteen Weeks Ended September 27, 2025. See Note 8 “Restructuring Costs” to our unaudited condensed consolidated financial statements for further information regarding the restructuring activities.

Income from operations was $293,768, or 1.93% of net sales, in the Thirteen Weeks Ended September 26, 2026, compared to $223,513, or 1.77% of net sales, in the Thirteen Weeks Ended September 27, 2025. Income from operations margin was positively impacted by the improved leverage of SG&A expenses as a percentage of net sales, partially offset by the decrease in gross margin, described above. 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 our consolidated income from operations margin.

Our North American income from operations margin increased 17 basis points in the Thirteen Weeks Ended September 26, 2026 compared to the Thirteen Weeks Ended September 27, 2025. The increase was driven by a decrease in expenses as a percentage of net sales in the region, including a 102 basis point reduction in compensation and headcount expenses and a 12 basis point reduction in rental and occupancy costs largely as a result of the restructuring initiatives taken in the current and prior year, coupled with efficiencies of continued optimization and automation. The comparison benefited from the impact in the prior year period of write-downs relating to held-for-sale accounting of our CloudBlue operations and another non-core business, which had a negative impact of 12 basis points on the region’s income from operations margin in the Thirteen Weeks Ended September 27, 2025. These factors were partially offset by a decline in gross margin due to a shift in sales mix towards lower-margin AI-infrastructure product sets in the Thirteen Weeks Ended September 26, 2026 compared to the Thirteen Weeks Ended September 27, 2025.

Our EMEA income from operations margin increased 3 basis points in the Thirteen Weeks Ended September 26, 2026 compared to the Thirteen Weeks Ended September 27, 2025. The increase was driven by a decrease in expenses as a percentage of net sales in the region, including a 10 basis point reduction in compensation and headcount expenses, a 4 basis point reduction in rental and occupancy costs, a 2 basis point reduction in depreciation expense and a 2 basis point reduction in bad debt expense. These were partially offset by a decline in gross margin due to a shift in sales mix towards lower-margin AI-infrastructure product sets in the Thirteen Weeks Ended September 26, 2026 compared to the Thirteen Weeks Ended September 27, 2025. The translation impact of foreign currencies relative to the U.S. dollar had no impact on the year-over-year comparison of the region’s income from operations margin.

Our Asia-Pacific income from operations margin increased 10 basis points in the Thirteen Weeks Ended September 26, 2026 compared to the Thirteen Weeks Ended September 27, 2025. This increase was primarily driven by higher gross margin driven by growth in our higher-margin Cloud-based Solutions category. These factors were partially offset by an increase in expenses as a percentage of net sales in the region, including a 35 basis point increase in legal claims and settlement expenses and a 12 basis point increase in bad debt expense. The translation impact of foreign currencies relative to the U.S. dollar had a negative impact of 4 basis points on the year-over-year comparison of the region’s income from operations margin.

Our Latin American income from operations margin increased 24 basis points in the Thirteen Weeks Ended September 26, 2026 compared to the Thirteen Weeks Ended September 27, 2025, primarily as a result of higher gross margin driven by a shift in sales mix towards our higher-margin Advanced Solutions offerings category as well as growth in our higher-margin Cloud-based Solutions category as described above. These factors were partially offset by an increase in expense as a percentage of net sales in the region, including a 12 basis point increase in bad debt expense. The translation impact of foreign currencies relative to the U.S. dollar had no impact on the year-over-year comparison of the region’s income from operations margin.

In the Thirteen Weeks Ended September 26, 2026, Corporate costs included $1,759 related to investments in certain initiatives to accelerate our growth and profitability and optimize our operations and $194 of costs incurred for external services and other expenses stemming from the July 2025 ransomware incident. In the Thirteen Weeks Ended September 27, 2025, Corporate costs included $2,995 of costs incurred for external services and other expenses stemming from the July 2025 ransomware incident and $2,608 of costs associated with retention bonuses related to the sale of our CloudBlue operations.

Cash-based compensation expense decreased by $2,095 and stock-based compensation increased by $3,963 in the Thirteen Weeks Ended September 26, 2026 compared to the Thirteen Weeks Ended September 27, 2025 due to the transition from cash-based to stock-based compensation for certain employees subsequent to our initial public offering in October 2024 (the “IPO”). 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 $106,775 in the Thirteen Weeks Ended September 26, 2026 compared to $72,984 in the Thirteen Weeks Ended September 27, 2025. The year-over-year variance was largely a result of a variance in net foreign exchange loss, which was $14,616 in the Thirteen Weeks Ended September 26, 2026 compared to a gain of $10,207 in the Thirteen Weeks Ended September 27, 2025, driven by the movement of the U.S. dollar against the net position of multiple currencies in which we operate. The change was also driven by a decrease in unrealized gain of $3,083 related to our investments held in Rabbi Trust as well as an increase in factoring fees of $2,957 in the Thirteen Weeks Ended September 26, 2026 compared to the Thirteen Weeks Ended September 27, 2025.

We recorded an income tax provision of $55,913, or an effective tax rate of 29.9%, in the Thirteen Weeks Ended September 26, 2026, compared to $51,072, or an effective tax rate of 33.9%, in the Thirteen Weeks Ended September 27, 2025. The tax provision for the Thirteen Weeks Ended September 26, 2026, included $5,964 of tax expense, or 3.2 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 September 27, 2025, this same withholding tax impact was $7,090 of tax expense, or 4.7 percentage points of the effective tax rate.

Results of Operations for the Thirty-Nine Weeks Ended September 26, 2026 and Thirty-Nine Weeks Ended September 27, 2025:

The following tables set forth our net sales by reportable segment and the percentage of total net sales represented thereby, as well as income from operations and income from operations margin by reportable segment for each of the periods indicated:

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Consolidated net sales were $43,714,511 for the Thirty-Nine Weeks Ended September 26, 2026, compared to $37,678,554 for the Thirty-Nine Weeks Ended September 27, 2025. The 16.0% increase was the result of year-over-year increases in net sales across each of our geographic segments. Globally, Advanced Solutions offerings increased by 27%, Client and Endpoint Solutions increased by 10%, Cloud-based Solutions increased by 36% and Other services increased by 6%. The divestiture of CloudBlue in the third quarter of 2025 had a negative 8% 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 2%. On a constant currency basis, net sales of Client and Endpoint Solutions increased by 8%, Advanced Solutions increased by 26%, Cloud-based Solutions increased by 33% and Other services increased by 5%.

The $2,256,533, or 16.3%, increase in North American net sales for the Thirty-Nine Weeks Ended September 26, 2026 compared to the Thirty-Nine Weeks Ended September 27, 2025, was primarily driven by a 31% increase in net sales of Advanced Solutions offerings driven by growth in networking and server net sales in the United States, as well as growth in GPU and AI-infrastructure product sets in the region. Net sales of Client and Endpoint Solutions increased by 4% driven by notebooks. Cloud-based Solutions net sales increased by 29%. Excluding the impact of our CloudBlue divestiture, net sales of Cloud-based Solutions were up by 43% year-over-year. Other services net sales increased by 31% year-over-year.

The $1,016,755, or 9.6%, increase in EMEA net sales for the Thirty-Nine Weeks Ended September 26, 2026 compared to the Thirty-Nine Weeks Ended September 27, 2025, was primarily driven by a 17% increase in net sales of Advanced Solutions offerings, driven by growth in server net sales in Germany, Poland and the United Kingdom, growth in networking net sales in Turkey, Romania, Poland and Spain as well as growth in storage net sales in Germany, Turkey and Belgium. Net sales of Client and Endpoint Solutions increased by 6% driven by growth in notebooks in France, Germany and the United Kingdom, as well as growth in desktops in Turkey, Poland, and the United Arab Emirates. Additionally, net sales of Cloud-based Solutions increased by 37%, led by growth in the United Kingdom, Germany and Spain. These results were partially offset by a 12% decrease in net sales of Other services. The translation impact of foreign currencies relative to the U.S. dollar had a positive impact of 4% on the year-over-year comparison of the region’s net sales. On a constant currency basis, net sales of Advanced Solutions offerings increased by 14%, Client and Endpoint Solutions increased by 2%, and Cloud-based Solutions increased by 33%, while Other services decreased by 14%.

The $2,222,349, or 20.9%, increase in Asia-Pacific net sales for the Thirty-Nine Weeks Ended September 26, 2026 compared to the Thirty-Nine Weeks Ended September 27, 2025 was driven by a 16% increase in net sales of Client and Endpoint Solutions, due to growth in mobility distribution, particularly smartphones, in India. Additionally, the region saw growth in notebooks in India and Australia, growth in desktops in China and India as well as growth in consumer electronics in India. Net sales of Advanced Solutions offerings increased by 35% driven by GPU and AI-infrastructure product sets in China, as well as growth in server net sales in Singapore, China and Malaysia. Net sales of Cloud-based Solutions increased by 49% driven by growth in Australia, India, Singapore and Hong Kong. Additionally, net sales of Other services increased by 10% in the region. The translation impact of foreign currencies relative to the U.S. dollar had no impact on the year-over-year comparison of the region’s net sales.

The $540,320, or 20.6%, increase in Latin American net sales for the Thirty-Nine Weeks Ended September 26, 2026 compared to the Thirty-Nine Weeks Ended September 27, 2025 was primarily driven by a 22% increase in net sales of Client and Endpoint Solutions, due to growth in mobility distribution, particularly smartphones, in Peru. Additionally, the region saw growth in notebooks in Miami Export, Peru and Colombia, as well as growth in desktops in Mexico and Peru. Net sales of Advanced Solutions offerings increased by 13%, led by server net sales in Brazil, Mexico and Colombia. Net sales of Cloud-based Solutions increased by 59% year-over-year driven by growth in Brazil, and net sales of Other services increased by 36% compared to the prior year period. The translation impact of foreign currencies relative to the U.S. dollar had a positive impact of 7% 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 15%, Advanced Solutions increased by 5%, Cloud-based Solutions increased by 45% and Other services increased by 24%.

Gross profit was $2,881,621 for the Thirty-Nine Weeks Ended September 26, 2026, compared to $2,537,568 for the Thirty-Nine Weeks Ended September 27, 2025. Gross margin decreased by 14 basis points in the Thirty-Nine Weeks Ended September 26, 2026 compared to the Thirty-Nine Weeks Ended September 27, 2025. The increase in gross profit dollars was primarily attributable to the previously described increase in our net sales. The decrease in gross margin was driven by our Advanced Solutions offerings category due to a mix shift towards lower-margin, low cost-to-serve GPU and AI-infrastructure product sets during the Thirty-Nine Weeks Ended September 26, 2026 compared to the Thirty-Nine Weeks Ended September 27, 2025. Excluding GPU and AI-infrastructure sales in both years, gross margin increased by 10 basis points. The year-over-year comparison benefited from the impact in the prior year period of a write-down of $10,480, or 3 basis points, recorded in cost of sales in connection with the held-for-sale accounting for the sale of a group of assets related to non-core operations in the North America region. The translation impact of foreign currencies relative to the U.S. dollar had a positive impact of 4 basis points on the year-over-year comparison of gross margin.

Total SG&A expenses increased $140,774 but, as a percentage of net sales, improved by 39 basis points in the Thirty-Nine Weeks Ended September 26, 2026 compared to the Thirty-Nine Weeks Ended September 27, 2025. The increase in SG&A dollars was driven by an increase in bad debt expense of $38,126, an increase of $37,895 in compensation and headcount expenses, driven in part by variable compensation on increased profit generation, an increase in professional and outside service costs of $36,347 and an increase in stock-based compensation of $19,085. These were partially offset by a decrease in integration and transition costs of $39,518, 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 9 basis points on the year-over-year comparison of SG&A expenses as a percentage of net sales.

During the Thirty-Nine Weeks Ended September 26, 2026, we incurred $23,312 of restructuring costs, or 5 basis points of net sales, that primarily related to restructuring actions taken that impacted certain back office, operational and commercial functions as well as certain operational facilities primarily in our EMEA and North America regions. This is an increase from $5,493, or 1 basis point of net sales, incurred during the Thirty-Nine Weeks Ended September 27, 2025. See Note 8 “Restructuring Costs” to our unaudited condensed consolidated financial statements for further information regarding the restructuring activities.

Income from operations was $752,653, or 1.72% of net sales, in the Thirty-Nine Weeks Ended September 26, 2026, compared to $567,193, or 1.51% of net sales, in the Thirty-Nine Weeks Ended September 27, 2025. Income from operations margin was positively impacted by the reduction in SG&A expenses as a percentage of net sales. This was partially offset by the decrease in gross margin, as well as the impact of $23,312 or 5 basis points as a percentage of net sales, of restructuring costs incurred in the Thirty-Nine Weeks Ended September 26, 2026, described above. The translation impact of foreign currencies relative to the U.S. dollar had no impact on the year-over-year comparison of our consolidated income from operations margin.

Our North American income from operations margin increased 26 basis points in the Thirty-Nine Weeks Ended September 26, 2026 compared to the Thirty-Nine Weeks Ended September 27, 2025. The comparison benefited from the impact in the prior period of write-downs relating to held-for-sale accounting of our CloudBlue operations and another non-core business described above, which had a negative impact of 35 basis points on the region’s income from operations margin in the Thirty-Nine Weeks Ended September 27, 2025. The region also saw a 79 basis point reduction in compensation and headcount expenses largely as a result of the restructuring initiatives taken in the current and prior year, coupled with efficiencies of continued optimization and automation. This benefit was partially offset by a 14 basis point increase in professional and outside service costs as well as a decline in gross margin driven by a mix shift within our Advanced Solutions offerings category toward lower-margin GPU and AI-infrastructure product sets during the Thirty-Nine Weeks Ended September 26, 2026.

Our EMEA income from operations margin decreased 7 basis points in the Thirty-Nine Weeks Ended September 26, 2026 compared to the Thirty-Nine Weeks Ended September 27, 2025. This decrease was driven by a 6 basis point decline in gross margin, which was partially driven by lower gross margins on larger enterprise customer deals in our Advanced Solutions offerings categories as well as a shift in sales mix towards lower-margin AI-infrastructure product sets in the Thirty-Nine Weeks Ended September 26, 2026. SG&A expenses as a percentage of net sales were neutral to the region’s income from operations margin, as higher bad debt expense and miscellaneous other expenses as a percentage of net sales were offset by lower compensation and headcount expenses, rental and occupancy costs and depreciation expense. 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 43 basis points in the Thirty-Nine Weeks Ended September 26, 2026 compared to the Thirty-Nine Weeks Ended September 27, 2025, primarily as a result of lower expenses as a percentage of net sales in the region, including a 17 basis point reduction in compensation and headcount expenses and an 8 basis point reduction in professional and outside service costs. The region also saw a net positive impact of 19 basis points from higher gross margin driven by a shift in sales mix towards our higher-margin Advanced Solutions offerings category as well as growth in our higher-margin Cloud-based Solutions category as described above. The translation impact of foreign currencies relative to the U.S. dollar had a negative impact of 3 basis points on the year-over-year comparison of the region’s income from operations margin.

Our Latin American income from operations margin increased 58 basis points in the Thirty-Nine Weeks Ended September 26, 2026 compared to the Thirty-Nine Weeks Ended September 27, 2025, primarily as a result of an increase in gross margin across all product categories, with particular income from operations margin impact coming from our higher-margin Cloud-based Solutions as a result of the increase in net sales within this category as described above. The region also saw lower expenses as a percentage of net sales including a 5 basis point reduction in rental and occupancy costs, a 4 basis point reduction in compensation and headcount expenses, partially offset by an 8 basis point increase in integration and transition costs. The translation impact of foreign currencies relative to the U.S. dollar had a positive impact of 6 basis points on the year-over-year comparison of the region’s income from operations margin.

In the Thirty-Nine Weeks Ended September 26, 2026, Corporate costs included $13,853 of costs primarily related to the write-off of assets following the discontinuation of a project, $4,081 related to investments in certain initiatives to accelerate our growth and profitability and optimize our operations and $3,360 of costs incurred for external services and other expenses stemming from the July 2025 ransomware incident. In the Thirty-Nine Weeks Ended September 27, 2025, Corporate costs included $3,218 of costs associated with retention bonuses related primarily to the sale of our CloudBlue operations, $1,953 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 substantial portion of our Commercial & Lifecycle Services business in 2022 (the “CLS Sale”), as well as $1,627 related to investments in certain initiatives to accelerate our growth and profitability and optimize our operations.

Cash-based compensation expense decreased by $9,265 and stock-based compensation increased by $19,085 in the Thirty-Nine Weeks Ended September 26, 2026 compared to the Thirty-Nine Weeks Ended September 27, 2025 due to the transition from cash-based to stock-based compensation for certain employees subsequent to our IPO. 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 $267,508 in the Thirty-Nine Weeks Ended September 26, 2026 compared to $256,376 in the Thirty-Nine Weeks Ended September 27, 2025. The year-over-year variance was largely a result of an increase in factoring fees of $8,348, a lower equity fair value gain of $7,835, as well as a decrease in unrealized gain of $3,197 related to our investments held in Rabbi Trust in the Thirty-Nine Weeks Ended September 26, 2026 compared to the Thirty-Nine Weeks Ended September 27, 2025. These factors were partially offset by a decrease in foreign exchange loss, which was $26,030 in the Thirty-Nine Weeks Ended September 26, 2026, compared to a loss of $34,121 in the Thirty-Nine Weeks Ended September 27, 2025, driven by the movement of the U.S. dollar against the net position of multiple currencies in which we operate.

We recorded an income tax provision of $144,329, or an effective tax rate of 29.7%, in the Thirty-Nine Weeks Ended September 26, 2026, compared to $104,345, or an effective tax rate of 33.6% in the Thirty-Nine Weeks Ended September 27, 2025. The tax provision for the Thirty-Nine Weeks Ended September 26, 2026, included $16,813 of tax expense, or 3.5 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 Thirty-Nine Weeks Ended September 27, 2025, this same withholding tax impact was $14,909 of tax expense, or 4.8 percentage points of the effective tax rate.

Liquidity and Capital Resources

Cash Flows

Our cash and cash equivalents totaled $1,003,506 and $1,864,724 at September 26, 2026 and December 27, 2025, respectively. We finance our working capital needs and investments in the business largely through net income before non-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 $5,041,897 at September 26, 2026 and $3,553,339 at December 27, 2025.

Operating activities used net cash of $1,259,730 and $644,428 during the Thirty-Nine Weeks Ended September 26, 2026 and Thirty-Nine Weeks Ended September 27, 2025, respectively. The higher cash used in the Thirty-Nine Weeks Ended September 26, 2026 primarily reflects heavier investment in inventory, driven by higher demand and sales levels, coupled with increases in average selling prices. Accounts receivable balances also increased in line with higher net sales. These factors were partially offset by improved cash flows from the use of accounts payable to vendors in the Thirty-Nine Weeks Ended September 26, 2026.

Investing activities provided net cash of $38,140 and $182,857 during the Thirty-Nine Weeks Ended September 26, 2026 and Thirty-Nine Weeks Ended September 27, 2025, respectively. The net cash provided during the Thirty-Nine Weeks Ended September 26, 2026 was primarily driven by proceeds from the deferred purchase price of factored receivables of $128,981 and proceeds from notes receivable of $19,412, partially offset by capital expenditures of $109,430 and issuance of notes receivable to certain customers of $12,375. The net cash provided during the Thirty-Nine Weeks Ended September 27, 2025 was primarily driven by proceeds from the deferred purchase price of factored receivables of $206,507, proceeds from notes receivable of $31,172, proceeds from sale of equity investments of $20,805, and proceeds from sale of subsidiaries of $17,500, partially offset by capital expenditures of $93,929 and issuance of notes receivable to certain customers of $12,501.

Financing activities provided net cash of $382,014 and $315,632 during the Thirty-Nine Weeks Ended September 26, 2026 and Thirty-Nine Weeks Ended September 27, 2025, respectively. The net cash provided during the Thirty-Nine Weeks Ended September 26, 2026 was primarily driven by net proceeds from revolving and other credit facilities of $800,346 and gross proceeds from other debt of $58,212, partially offset by the voluntary repayment of our term loan of $200,000, repurchase of Common Stock of $121,992, gross repayments of other debt of $74,051, and dividends paid to stockholders of $61,186. The net cash provided during the Thirty-Nine Weeks Ended September 27, 2025 was primarily driven by net proceeds from revolving and other credit facilities of $528,497 and gross proceeds from other debt of $66,716, partially offset by the voluntary repayment of our term loan of $125,000, gross repayments of other debt of $79,697 and dividends paid to stockholders of $59,146.

Capital Resources

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 $7,361,809, of which $3,817,850 was outstanding, at September 26, 2026. These facilities have staggered maturities through 2031. Our cash and cash equivalents totaled $1,003,506 and $1,864,724 at September 26, 2026 and December 27, 2025, respectively, of which $867,128 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 September 26, 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 September 26, 2026 and December 27, 2025, we had book overdrafts of $302,303 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.

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, anticipated stock repurchases and dividend payments will primarily come from our domestic cash, cash generated from ongoing 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.

The following is a detailed discussion of our various financing facilities.

On April 22, 2021, in anticipation of the acquisition of Ingram Micro by Platinum, Imola Merger Corporation (“Escrow Issuer”) offered $2,000,000 Senior Secured Notes due May 2029 (“2029 Notes”). Prior to the acquisition, the 2029 Notes were the sole obligation of the Escrow Issuer. Upon consummation of the acquisition on July 2, 2021, the proceeds from the notes were used, in part, to finance the acquisition and repay existing indebtedness. The notes bear interest at a rate of 4.75% per annum, which is payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2021. On July 2, 2021, we recognized $1,945,205, net of debt issuance costs of $54,795, associated with the 2029 Notes.

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 September 26, 2026 and December 27, 2025, $568,768 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 September 26, 2026 and December 27, 2025, we had borrowings of $575,470 and $0, respectively, under this facility. The weighted-average interest rate on the outstanding borrowings under this facility, as amended, was 5.5% and 6.2% per annum at September 26, 2026 and December 27, 2025, respectively.

Additionally, our European ABS Facility provides for a borrowing capacity of up to €375,000, or approximately $427,200 at September 26, 2026 exchange rates. The facility 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 September 26, 2026 and December 27, 2025, we had borrowings of $290,293 and $353,100 under this financing program in Europe. The weighted-average interest rate on the outstanding borrowings under this facility was 3.4% and 3.5% per annum at September 26, 2026 and December 27, 2025, respectively.

At September 26, 2026, our actual aggregate capacity under our ABL Revolving Credit Facility and other receivable-backed programs was approximately $3,926,371, of which $865,763 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 $884,619 at September 26, 2026. Most of these arrangements are on an uncommitted basis and are reviewed periodically for renewal. At September 26, 2026 and December 27, 2025, respectively, we had $401,269 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 6.1% and 7.3% per annum at September 26, 2026 and December 27, 2025, respectively. At September 26, 2026 and December 27, 2025, letters of credit totaling $170,105 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.

Covenant Compliance

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 September 26, 2026 and December 27, 2025, we were in compliance with the covenants or other requirements in our debt arrangements.

Trade Accounts Receivable Factoring Programs

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 September 26, 2026 and December 27, 2025, we had a total of $925,191 and $936,934, respectively, of trade accounts receivable sold to and held by the financial institutions under these programs.

Stock Repurchase Program

On January 28, 2026, our board of directors approved the Stock Repurchase Program, whereby, from time to time, we may repurchase up to $100 million of Common Stock in connection with one or more secondary public offerings by affiliates of Platinum, when an independent committee of the board of directors deems such repurchases are appropriate. The repurchase authority under the Stock Repurchase Program expires on January 28, 2027. On April 30, 2026, we announced that our board of directors approved an increase to the aggregate amount of Common Stock the Company may repurchase in connection with one or more secondary public offerings by an affiliate of Platinum under the Stock Repurchase Program from $100 million to $175 million.

We repurchased 625,000 shares of Common Stock for $16,992 during the Thirteen Weeks Ended September 26, 2026 and 5,338,158 shares for $121,992 during the Thirty-Nine Weeks Ended September 26, 2026. As of September 26, 2026, we had $53,008 available for future repurchases of our Common Stock under the Stock Repurchase Program. For additional information on our share repurchase program, 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.

Contractual Obligations and Off-Balance Sheet Arrangements

We have guarantees to third parties that provide financing to a limited number of our customers. Net sales under these arrangements accounted for less than one percent of our consolidated net sales for each of the periods presented. The guarantees require us to reimburse the third party for defaults by these customers up to an aggregate of $305. The fair value of these guarantees has been recognized as cost of sales on the Condensed Consolidated Statements of Income to these customers and is included in accrued expenses and other on the Condensed Consolidated Balance Sheets.

New Accounting Standards

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.

Critical Accounting Estimates

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. We review our estimates and assumptions on an ongoing basis. Significant estimates primarily relate to the realizable value of accounts receivable, vendor programs, inventory, goodwill, intangible and other long-lived assets, income taxes, and contingencies and litigation. Actual results could differ from these estimates.

There have been no material changes to our critical accounting policies and estimates as described in our Annual Report.

Foreign Currency Exchange Risk

We are exposed to the impact of foreign currency fluctuations and interest rate changes due to our international sales and global funding. In the normal course of business, we employ established policies and procedures to manage our exposure to fluctuations in the value of foreign currencies using a variety of financial instruments. It is our policy to utilize financial instruments to reduce risks where internal netting cannot be effectively employed and not to enter into foreign currency or interest rate transactions for speculative purposes.

Our foreign currency risk management objective is to protect our earnings and cash flows resulting from sales, purchases and other transactions from the adverse impact of exchange rate movements. Foreign exchange risk is managed by using forward contracts to offset exchange risk associated with receivables and payables. We generally maintain hedge coverage between minimum and maximum percentages. Historically, we have hedged transactions that were denominated in the following currencies: U.S. dollars, Canadian dollars, euros, British pounds, Danish krone, Hungarian forint, Israeli shekel, Norwegian kroner, Swedish krona, Swiss francs, Polish zloty, Australian dollars, New Zealand dollars, Singapore dollars, Czech koruna, Hong Kong dollars, Romanian leu, Brazilian real, Colombian pesos, Chilean pesos, Mexican pesos, Peruvian sol, Indian rupee, Chinese yuan, Turkish lira, Moroccan dirham, Thai baht, Malaysian ringgit and Indonesian rupiah.

We monitor our foreign exchange risk using a Value-at-Risk model (the “VaR model”). The VaR model determines the maximum potential loss in the fair value of our forward contracts and those assets and liabilities denominated in foreign currencies that the forward contracts are intended to hedge assuming a one-day holding period. The VaR model estimates were made assuming normal market conditions and a 95% confidence level. The estimated maximum potential one-day loss in fair value, calculated using the VaR model, would be $2,926 and $1,942 as of September 26, 2026 and December 27, 2025, respectively.

Interest Rate Risk

We are exposed to changes in interest rates on a portion of our long-term debt, which is subject to changes in major interest rate benchmarks, used to maintain liquidity and finance working capital, capital expenditures and business expansion. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital Resources.” If interest rates, however, were to change by 1%, and our borrowing amounts stayed constant on our Term Loan Credit Facility and our ABL Credit Facilities at the levels of such borrowing amounts as of September 26, 2026, our annual interest expense would change by approximately $11,847. Assuming that our ABL Revolving Credit Facility was fully drawn as of September 26, 2026, each one-eighth percentage point change in interest rates would result in a change of approximately $5,127 in annual interest expense on the indebtedness under our Term Loan Credit Facility and our ABL Revolving Credit Facility. Rising interest rates do not materially impact the Company’s balance sheet items relating to inventory, accounts payable or accrued expense balances.

Our management objective is to finance our business at interest rates that are competitive in the marketplace while moderating our exposure to volatility in interest costs. To achieve our objectives, we may utilize both variable- and fixed-rate debt with a portion of our variable interest rate exposure from time to time mitigated through interest rate swaps or other derivative instruments. The Company has funded, and to the extent applicable expects to continue to fund, increases in the Company’s interest expense resulting from rising interest rates through cash flows from operations.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our principal executive officer and our principal financial officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of September 26, 2026 due to the material weakness in our internal control over financial reporting described below. However, our management, including our principal executive officer and our principal financial officer, has concluded that, notwithstanding the identified material weakness in our internal control over financial reporting, the consolidated financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with U.S. GAAP.

Previously Reported Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

We identified a material weakness in our internal control over financial reporting as previously disclosed in our Annual Report on Form 10-K. We did not design and maintain effective controls over segregation related to manual journal entries for certain entities within one of the financial systems relevant to the preparation of our financial statements. Specifically, certain personnel have the ability to create and post manual journal entries that are not identified to be reviewed by separate individuals. The material weakness did not result in a misstatement (or adjustment) to the consolidated financial statements. However, the material weakness could result in misstatements of the consolidated financial statements or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Remediation Plan for Previously Reported Material Weakness

We have been and are continuing to develop a number of steps to remediate this material weakness and to strengthen our internal control over financial reporting. These remediation measures include engaging a third-party to assist us in improving internal control policies and procedures to ensure that there is appropriate segregation of duties regarding the recording and approval of manual journal entries. This material weakness cannot be considered remediated until the newly designed and implemented controls operate effectively for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the most recently completed fiscal quarter ended September 26, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

You should carefully review and consider the information regarding certain factors that could materially affect our business, financial condition or future results set forth under Part I, Item 1A "Risk Factors" in our Annual Report. There have been no material changes to the risk factors disclosed in our Annual Report.