sanm-20251227

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


(Mark one)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 27, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 0-21272

Sanmina Corporation

(Exact name of registrant as specified in its charter)

77-0228183

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)

2700 N. First St.,

San Jose,

95134

(Address of principal executive offices)

(Zip Code)

(408)

964-3500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	SANM	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [x] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer

[x]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of January 20, 2026, there were 54,604,888 shares outstanding of the issuer’s common stock, $0.01 par value per share.

SANMINA CORPORATION

INDEX


		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Interim Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Income	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Statements of Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
	Note 1. Basis of Presentation	8
	Note 2. Balance Sheet Items	9
	Note 3 . Revenue Recognition	10
	Note 4 . Financial Instruments	12
	Note 5 . Debt	15
	Note 6 . Leases	17
	Note 7 . Accounts Receivable Sale Program	18
	Note 8 . Commitments and Contingencies	19
	Note 9 . Income Tax	21
	Note 10 . Stockholders’ Equity	21
	Note 1 1 . Business Segment	22
	Note 1 2 . Earnings Per Share	24
	Note 13 . Business Combination	25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 5.	Other Information	50
Item 6.	Exhibits	51
Signatures		52

PART I. FINANCIAL INFORMATION

ITEM 1. Interim Financial Statements (Unaudited)

SANMINA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS


	As of
	December 27, 2025		September 27, 2025
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	1,415,541	$	926,267
Accounts receivable, net of allowances of approximately $8 million as of December 27, 2025 and September 27, 2025	2,646,068		1,400,129
Contract assets	430,906		425,944
Inventories	3,053,201		1,988,462
Prepaid expenses and other current assets	307,004		124,656
Total current assets	7,852,720		4,865,458
Property, plant and equipment, net	954,803		682,354
Deferred income tax assets	379,324		171,218
Goodwill	306,680		30,386
Other assets	307,501		108,757
Total assets	$	9,801,028	$	5,858,173
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,348,214	$	1,578,895
Accrued liabilities	627,876		179,605
Deferred revenue and customer advances	1,250,508		878,474
Accrued payroll and related benefits	216,837		167,541
Short-term debt, including current portion of long-term debt	172,000		17,500
Total current liabilities	4,615,435		2,822,015
Long-term liabilities:
Long-term debt	1,998,601		282,974
Other liabilities	525,695		214,021
Total long-term liabilities	2,524,296		496,995
Commitments and contingencies (Note 8)
Stockholders’ equity	2,661,297		2,539,163
Total liabilities and stockholders’ equity	$	9,801,028	$	5,858,173

See accompanying notes to condensed consolidated financial statements.

SANMINA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME


	Three Months Ended
	December 27, 2025		December 28, 2024
	(Unaudited)
	(In thousands, except per share data)
Net sales	$	3,189,693	$	2,006,348
Cost of sales	2,947,331		1,838,433
Gross profit	242,362		167,915

Operating expenses:
Selling, general and administrative	114,886		70,845
Research and development	8,658		7,024
Acquisition and integration	43,363		—
Amortization of intangibles	1,187		—
Restructuring	670		1,436


Total operating expenses	168,764		79,305

Operating income	73,598		88,610

Interest income	8,058		3,396
Interest expense	(24,722)		(5,001)
Other income (expense), net	4,648		(729)
Interest and other, net	(12,016)		(2,334)

Income before income taxes	61,582		86,276
Provision for income taxes	9,827		15,392
Net income before noncontrolling interest	51,755		70,884
Less: Net income attributable to noncontrolling interest	2,469		5,881
Net income attributable to common shareholders	$	49,286	$	65,003

Net income attributable to common shareholders per share:
Basic	$	0.91	$	1.20
Diluted	$	0.89	$	1.16

Weighted-average shares used in computing per share amounts:
Basic	54,160		54,206
Diluted	55,519		55,853

See accompanying notes to condensed consolidated financial statements.

SANMINA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended
	December 27, 2025		December 28, 2024
	(Unaudited)
	(In thousands)
Net income before noncontrolling interest	$	51,755	$	70,884
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustments	(148)		(6,628)
Defined benefit pension plans	580		359
Derivative financial instruments:
Change in net unrealized amount	5,712		2,193
Amount reclassified into net income before noncontrolling interest	(1,222)		2,040
Total other comprehensive income (loss), net of tax	4,922		(2,036)
Comprehensive income before noncontrolling interest	$	56,677	$	68,848
Less: Net income attributable to noncontrolling interest	2,469		5,881
Comprehensive income attributable to common shareholders	$	54,208	$	62,967

See accompanying notes to condensed consolidated financial statements.

SANMINA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


	Three Months Ended
	December 27, 2025		December 28, 2024
	(Unaudited)
	(In thousands)
Common Stock and Additional Paid-in Capital
Balance, beginning of period	$	6,642,232	$	6,576,899
Common stock issued	64,449		—
Stock-based compensation expense	23,619		15,292


Balance, end of period	6,730,300		6,592,191
Treasury Stock
Balance, beginning of period	(1,896,367)		(1,739,550)
Common stock issued	90,898		—
Repurchases of treasury stock	(79,794)		(16,113)
Tax withholding on stock-based compensation	(33,715)		(8,343)
Balance, end of period	(1,918,978)		(1,764,006)
Accumulated Other Comprehensive Income
Balance, beginning of period	69,620		66,741
Other comprehensive income (loss), net of tax	4,922		(2,036)
Balance, end of period	74,542		64,705
Accumulated Deficit
Balance, beginning of period	(2,461,579)		(2,707,472)
Net income attributable to common shareholders	49,286		65,003
Balance, end of period	(2,412,293)		(2,642,469)
Noncontrolling Interest
Balance, beginning of period	185,257		164,890

Net income attributable to noncontrolling interest	2,469		5,881
Balance, end of period	187,726		170,771
Total stockholders’ equity	$	2,661,297	$	2,421,192

Common Stock Shares Outstanding
Number of shares, beginning of period	114,561		113,117
Issuances under stock plans	478		255
Number of shares, end of period	115,039		113,372
Treasury Shares
Number of shares, beginning of period	(61,157)		(59,196)
Common stock issued	1,151		—
Repurchases of treasury stock	(731)		(310)
Number of shares, end of period	(60,737)		(59,506)

See accompanying notes to condensed consolidated financial statements.

SANMINA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months Ended
	December 27, 2025		December 28, 2024
	(Unaudited)
	(In thousands)
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income before noncontrolling interest	$	51,755	$	70,884
Adjustments to reconcile net income before noncontrolling interest to cash provided by (used in) operating activities:
Depreciation and intangibles amortization	39,531		31,845

Stock-based compensation expense	23,619		15,292
Deferred income taxes	(3,231)		5,336

Gain on sale of investment	(4,710)		—
Amortization of inventory fair value adjustment	49,000		—

Other, net	2,116		526
Changes in operating assets and liabilities:
Accounts receivable	39,766		(18,613)
Contract assets	(4,963)		(2,556)
Inventories	179,406		15,747
Prepaid expenses and other assets	(23,831)		12,995
Accounts payable	(84,226)		(54,656)
Deferred revenue and customer advances	(67,429)		24,089
Accrued liabilities and other	(18,075)		(36,951)
Cash provided by operating activities	178,728		63,938
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(86,837)		(17,085)

Cash paid for business acquisition, net of cash acquired	(1,355,801)		—

Proceeds from sale of investments	8,710		—
Other, net	68		(136)
Cash used in investing activities	(1,433,860)		(17,221)
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:

Repayments of borrowings	(301,875)		(4,375)
Proceeds from long-term debt	2,200,000		—
Proceeds from revolving credit facility borrowings	2,525		256,700
Repayments of revolving credit facility borrowings	(2,525)		(256,700)
Debt issuance costs	(28,703)		—

Repurchases of common stock	(79,794)		(16,113)
Payments for tax withholding on stock-based compensation	(33,715)		(8,343)
Cash provided by (used in) financing activities	1,755,913		(28,831)

Effect of exchange rate changes	(187)		(1,344)
Increase in cash, cash equivalents, restricted cash and restricted cash equivalents	500,594		16,542
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	966,220		625,860
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	1,466,814	$	642,402






Cash paid during the period for:
Interest, net of capitalized interest	$	13,346	$	4,496
Income taxes, net of refunds	$	23,020	$	18,765
Unpaid purchases of property, plant and equipment at the end of period	$	32,895	$	22,436
Issuance of common stock for the acquisition of ZT Systems	$	155,346	$	—

See accompanying notes to condensed consolidated financial statements.

SANMINA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The accompanying condensed consolidated financial statements of Sanmina Corporation (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted pursuant to those rules or regulations. The interim condensed consolidated financial statements are unaudited, but reflect all adjustments, consisting primarily of normal recurring adjustments that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended September 27, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on November 13, 2025.

The condensed consolidated financial statements include all accounts of the Company, its wholly owned subsidiaries and subsidiaries in which the Company has a controlling financial interest. All intra-company accounts and transactions have been eliminated. Noncontrolling interest represents a noncontrolling investor’s interest in the results of operations of subsidiaries that the Company controls and consolidates.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates.

Results of operations for the first quarter of 2026 are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

The Company operates on a 52 or 53 week year ending on the Saturday nearest September 30. Fiscal 2025 was a 52-week year and fiscal 2026 will be a 53-week year, with the extra week in the fourth fiscal quarter. All references to years relate to fiscal years unless otherwise noted.

Beginning in the first quarter of 2026, the Company presented goodwill, which was previously included within other assets, as a separate line item on the condensed consolidated balance sheets and the related prior period balances have been reclassified to conform to the current period presentation.

Recent Acquisition of ZT Systems

On May 18, 2025, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with ZT Group Int’l, Inc. (“ZT Systems”), AMD Design, LLC, a Delaware limited liability company and wholly owned subsidiary of AMD and owner of 100% of the equity interests of ZT Systems, and Advanced Micro Devices, Inc., a Delaware corporation (“AMD”). On October 27, 2025 (the “Closing Date”), pursuant to the Purchase Agreement, the Company completed its acquisition of all of the equity interests of ZT Systems, a manufacturer of AI and general purpose computer infrastructure for hyperscale computing companies. ZT System’s financial results are included within the IMS segment.

Summary of Significant Accounting Policies

Business Combinations. Accounting for a business combination requires the Company to estimate the fair value at the acquisition date of consideration paid, contractual obligations, contingent consideration and the individual assets acquired and liabilities assumed, which involves a number of judgments, assumptions and estimates that could materially affect the amount and timing of costs recognized in subsequent periods. Contingent consideration is recorded at fair value as of the acquisition date with subsequent adjustments recorded to earnings. Significant judgment along with estimates and assumptions are involved in deriving the fair value of the contingent consideration. The Company may engage third parties to determine fair value for certain assets such as property, plant and equipment and intangible assets, including to provide assistance with estimating future cash flows, discount rates and comparable market values. Any excess of purchase price consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill and if less than the fair value of assets acquired and liabilities assumed, a gain on bargain purchase is recognized. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets possess varying useful lives, and some may be deemed to have an indefinite useful life. The

Company expenses acquisition and integration charges as incurred in the same period, with these costs primarily consisting of advisory, legal, accounting, and other professional and consulting fees.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which provides clarification and guidance on what disclosures should be provided in interim reporting periods. It clarifies the form and content requirements, creates a comprehensive list of all required interim disclosures drawn from across the various codification topics into Topic 270, and establishes a disclosure principle mandating the disclosure of all events or changes since the last annual reporting period that have a material impact on the entity. The ASU is effective for the Company for annual reporting and interim periods within the fiscal year 2029, with early adoption permitted.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification (“ASC”) 606: Revenue from Contracts with Customers. The ASU is effective for the Company for annual reporting and interim periods within the fiscal year 2027, with early adoption permitted, and will be applied prospectively. The Company is currently evaluating the impact ASU 2025-05 will have on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure, which will require additional disclosure of certain costs and expenses within the notes to the financial statements. The disclosure requirements are effective for the Company for annual reporting periods beginning in fiscal 2028 and for interim periods beginning in fiscal 2029, with early adoption permitted, and will be applied prospectively, with the option to apply retrospectively. The Company is currently evaluating the impact ASU 2024-03 will have on its financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require the Company, on an annual basis, to provide disclosure of specific categories in its effective income tax rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company for annual reporting beginning in fiscal 2026, with early adoption permitted. The Company is currently evaluating the impact ASU 2023-09 will have on its financial statement disclosures.

Note 2. Balance Sheet Details

Cash and Cash Equivalents

Reconciliation of cash and cash equivalents to condensed consolidated statements of cash flows is as follows.


	As of
	December 27, 2025		September 27, 2025
	(In thousands)
Cash and cash equivalents	$	1,415,541	$	926,267
Restricted cash (1)	11,783		—
Restricted cash equivalents (2)	39,490		39,953
Total cash, cash equivalents, restricted cash and restricted cash equivalents	$	1,466,814	$	966,220

(1) Restricted cash consists of cash deposit in account subject to lockbox arrangement to satisfy deposit requirements related to letters of credits for purchases. These cash deposits are recorded in prepaid expenses and other current assets, and other assets on the condensed consolidated balance sheets.

(2) Represents money market funds related to deferred compensation plan. Due to the restrictions on the distributions of these funds, the amount is considered restricted and recorded in prepaid expenses and other current assets on the condensed consolidated balance sheets.

Inventories

Components of inventories were as follows:


	As of
	December 27, 2025		September 27, 2025
	(In thousands)
Raw materials	$	2,611,494	$	1,984,403
Work-in-process	403,104		1,661
Finished goods	38,603		2,398
Total	$	3,053,201	$	1,988,462

Accrued Liabilities

Accrued liabilities include customer-related accruals of $336 million and $33 million as of December 27, 2025 and September 27, 2025, respectively.

Note 3. Revenue Recognition

The Company derives revenue principally from sales of integrated manufacturing solutions, components and Company-proprietary products. Other sources of revenue include warranty services, logistics and repair services; design, development and engineering services; defense and aerospace programs and sales of raw materials to customers whose requirements change after the Company has procured inventory to fulfill the customer’s forecasted demand.

The Company recognizes revenue based on assessment of whether control of the products or services under the contract transfers to the customer over time or at a point in time. For some customer contracts, the Company recognizes revenue on an over time basis due to the fact that the Company does not have an alternative use for the end products it manufactures for its customers and has an enforceable right to payment, including a reasonable profit, for work-in-progress and finished goods upon a customer’s cancellation of a contract for convenience. In other circumstances, the Company recognizes revenue over time because its customer simultaneously receives and consumes the benefits provided by the Company’s services or the Company’s customer controls the end product as the Company performs manufacturing services (continuous transfer of control). For these contracts, revenue is recognized on an over time basis using the cost-to-cost method (ratio of costs incurred to date to total estimated costs at completion) which the Company believes best depicts the transfer of control to the customer. For contracts for which revenue is required to be recognized at a point in time, the Company recognizes revenue when it has transferred control of the related goods, which generally occurs upon shipment or delivery of the goods to the customer.

The Company procures certain components for manufacturing of the finished products at the direction of the customers and evaluates whether it acts as a principal or an agent under theses customer contracts. If the Company concludes that it does not control the components before they are transferred to the customer, then it accounts for the revenue and associated cost of sales on a net basis.

Application of the cost-to-cost method for government contracts in the Company’s Defense and Aerospace division requires the use of significant judgments with respect to estimated materials, labor and subcontractor costs included in the total estimated costs at completion. Additionally, the Company evaluates whether contract modifications for claims have been approved and, if so, estimates the amount, if any, of variable consideration that can be included in the transaction price of the contract.

Changes in the Company’s estimates of transaction price and/or costs to complete result in a favorable or unfavorable impact to revenue and operating income. The impact of changes in estimates on revenue and operating income resulting from application of the cost-to-cost method for recognizing revenue was as follows:

Three Months Ended

December 27,
2025

December 28,
2024

Revenue

(In thousands)

Favorable

3,971

SEC Form 10-Q filed by Sanmina Corporation