Form 8-K

8-K — SANMINA CORP

Accession: 0000897723-26-000036

Filed: 2026-07-27

Period: 2026-07-27

CIK: 0000897723

SIC: 3672 (PRINTED CIRCUIT BOARDS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — sanm-20260727.htm (Primary)

EX-99.1 (sanmina_exx991xjune272026.htm)

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8-K

8-K (Primary)

Filename: sanm-20260727.htm · Sequence: 1

sanm-20260727

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

( July 27, 2026)

Date of Report (date of earliest event reported)

SANMINA CORPORATION

(Exact name of registrant as specified in its charter)

0-21272

77-0228183

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

2700 North First Street

San Jose,

95134

(Address of principal executive offices, including zip code)

(408) 964-3500

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 27, 2026, Sanmina Corporation (the “Company”) issued the press release attached as Exhibit 99.1 announcing unaudited financial results for its fiscal quarter ended June 27, 2026.

The information set forth in this Item 2.02, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. In addition, the information in this Item 2.02 shall not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No

Description

99.1

Press Release issued by Sanmina Corporation on July 27, 2026

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the Requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SANMINA CORPORATION

By: /s/ JONATHAN FAUST

Jonathan Faust

Executive Vice President and Chief Financial Officer

Date: July 27, 2026

EX-99.1

Filename: sanmina_exx991xjune272026.htm · Sequence: 2

Document

Exhibit 99.1

FINANCIAL NEWS

Sanmina Reports Third Quarter Fiscal 2026 Financial Results

San Jose, CA – July 27, 2026. Sanmina Corporation (“Sanmina” or the “Company”) (NASDAQ: SANM), a leading integrated manufacturing solutions company, today reported financial results for the third quarter ended June 27, 2026 and outlook for its fourth fiscal quarter ending October 3, 2026.

Third Quarter Fiscal 2026 Financial Highlights

•Revenue: $3.46 billion

•GAAP operating margin: 6.4%

•GAAP diluted EPS: $2.12

•Non-GAAP(1) operating margin: 8.0%

•Non-GAAP(1) diluted EPS: $3.31

Additional Highlights

•Cash flow from operations: $124 million

•Free cash flow(2): $24 million

•Ending cash and cash equivalents: $1.84 billion

(1)See Schedule 1 below for information regarding the items excluded from and our use of non-GAAP financial measures. A reconciliation of the non-GAAP financial information contained in this release to their most directly comparable GAAP measures is included in the financial statements furnished with this release.

(2)Free cash flow is defined as net cash provided by operating activity adjusted for net purchases of property and equipment. See Condensed Consolidated Cash Flow Statement included in the financial statements furnished with this release.

“We delivered another great quarter. Revenue was at the high end of our outlook, while non-GAAP operating margin and non-GAAP diluted EPS exceeded our outlook,” stated Jure Sola, Chairman and CEO of Sanmina Corporation.

“During the quarter, we secured more customer orders in both core Sanmina and ZT Systems, expanded our capabilities, increased capacity and made progress in achieving additional synergies through vertical integration. We have established a strong foundation and continue to make strategic investments to support future growth. As momentum builds across our business, we see strong demand for fiscal 2027, with growth ramping throughout the year and into fiscal 2028.”

Fourth Quarter Fiscal 2026 Outlook

Revenue: $3.3 billion - $3.6 billion

Non-GAAP operating margin(3):

7.5% - 8.0%

Non-GAAP diluted EPS(3):

$3.05 - $3.35

Fiscal 2026 Outlook

Prior Updated

Revenue: $13.7 billion - $14.3 billion $14.0 billion - $14.3 billion

Non-GAAP operating margin(3):

6.3% - 6.6% 6.85% - 7.25%

Non-GAAP diluted EPS(3):

$10.75 - $11.35 $11.90 - $12.20

(3)This is a forward-looking non-GAAP financial measure that cannot be reconciled to its equivalent GAAP financial measure without unreasonable effort.

Safe Harbor Statement

The statements above relating to anticipated demand during fiscal 2027 and into fiscal 2028, and our financial outlook for the fourth quarter fiscal 2026 and fiscal year 2026, constitute forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in these statements as a result of a number of factors, including the risk that the integration of and expected benefits from the ZT Systems acquisition may not be realized or may take longer to realize than anticipated; adverse changes in the key markets we target, in particular the cloud and AI infrastructure sectors; the impact of recent or future changes in tariffs and trade policy, which may adversely affect our costs, supply chain, and customer demand; our reliance on a limited number of customers for a substantial portion of our sales; risks arising from our international operations and expansion into new geographic markets; geopolitical uncertainty, including relating to the conflict in the Middle East, and the other risk factors set forth in the Company's annual and quarterly reports filed with the Securities Exchange Commission.

The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements made in this earnings release, the conference call or the Investor Relations section of our website whether as a result of new information, future events or otherwise, unless otherwise required by law.

Company Conference Call Information

Sanmina will hold a conference call to review its financial results for the third quarter and outlook for the fourth quarter of fiscal 2026 on Monday, July 27, 2026 at 5:00 p.m. ET (2:00 p.m. PT). The access numbers are: domestic 800-836-8184 and international 646-357-8785. The conference call will also be webcast live over the Internet. You can log on to the live webcast at Q3'26 Earnings. Additional information in the form of a slide presentation is available on Sanmina’s website at www.sanmina.com. A replay of the conference call will be available for 48-hours. The access numbers are: domestic 888-660-6345 and international 646-517-4150, access code is 70899#.

About Sanmina

Sanmina Corporation, a Fortune 500 company, is a leading integrated manufacturing solutions provider serving the fastest growing segments of the global Electronics Manufacturing Services (EMS) market. Recognized as a technology leader, Sanmina provides end-to-end manufacturing solutions, delivering superior quality and support to Original Equipment Manufacturers (OEMs) primarily in the industrial and energy, medical, defense and aerospace, automotive and transportation, communications networks, and cloud and AI infrastructure markets. Sanmina has facilities strategically located in key regions throughout the world. More information about the Company is available at www.sanmina.com.

Sanmina Contact

Paige Melching

SVP, Investor Communications

408-964-3610

Sanmina Corporation

Condensed Consolidated Balance Sheets

(in thousands)

(GAAP)

(Unaudited)

June 27,

2026 September 27,

2025

ASSETS

Current assets:

Cash and cash equivalents $ 1,844,942 $ 926,267

Accounts receivable, net 1,986,682 1,400,129

Contract assets 522,364 425,944

Inventories 3,152,247 1,988,462

Prepaid expenses and other current assets 322,179 124,656

Total current assets 7,828,414 4,865,458

Property, plant and equipment, net 1,051,414 682,354

Deferred income tax assets 320,224 171,218

Goodwill 121,889 30,386

Other assets 417,793 108,757

Total assets $ 9,739,734 $ 5,858,173

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 2,452,745 $ 1,578,895

Accrued liabilities 366,525 179,605

Deferred revenue and customer advances 1,149,752 878,474

Accrued payroll and related benefits 212,858 167,541

Short-term debt, including current portion of long-term debt 215,000 17,500

Total current liabilities 4,396,880 2,822,015

Long-term liabilities:

Long-term debt 1,957,310 282,974

Other liabilities 625,919 214,021

Total long-term liabilities 2,583,229 496,995

Stockholders' equity 2,759,625 2,539,163

Total liabilities and stockholders' equity $ 9,739,734 $ 5,858,173

Sanmina Corporation

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

(GAAP)

(Unaudited)

Three Months Ended Nine Months Ended

June 27,

2026 June 28,

2025 June 27,

2026 June 28,

2025

Net sales $ 3,464,016 $ 2,041,562 $ 10,666,980 $ 6,031,990

Cost of sales 3,100,711 1,860,512 9,707,522 5,506,790

Gross profit 363,305 181,050 959,458 525,200

Operating expenses:

Selling, general and administrative 109,331 69,542 337,766 216,700

Research and development 8,267 8,078 24,916 22,418

Acquisition, integration and others 21,075 7,080 137,022 7,080

Amortization of intangibles 1,831 — 4,883 —

Restructuring 1,576 473 3,040 2,899

Total operating expenses 142,080 85,173 507,627 249,097

Operating income 221,225 95,877 451,831 276,103

Interest income 9,800 4,200 26,291 11,319

Interest expense (32,464) (4,981) (89,324) (14,961)

Other income (expense), net (6,809) (3,686) (4,326) (6,370)

Interest and other, net (29,473) (4,467) (67,359) (10,012)

Income before income taxes 191,752 91,410 384,472 266,091

Provision for income taxes 66,444 18,522 109,594 51,804

Net income before noncontrolling interest 125,308 72,888 274,878 214,287

Less: Net income attributable to noncontrolling interest 8,179 4,272 14,817 16,460

Net income attributable to common shareholders $ 117,129 $ 68,616 $ 260,061 $ 197,827

Net income attributable to common shareholders per share:

Basic $ 2.17 $ 1.28 $ 4.81 $ 3.66

Diluted $ 2.12 $ 1.26 $ 4.71 $ 3.58

Weighted-average shares used in computing per share amounts:

Basic 53,861 53,614 54,118 54,074

Diluted 55,133 54,493 55,254 55,285

Sanmina Corporation

Reconciliation of GAAP to Non-GAAP Measures

(in thousands, except per share amounts)

(Unaudited)

Three Months Ended

June 27,

2026 March 28,

2026 June 28,

2025

GAAP Operating income $ 221,225 $ 157,008 $ 95,877

GAAP Operating margin 6.4 % 3.9 % 4.7 %

Adjustments:

Stock compensation expense (1) 24,817 24,066 16,081

Amortization of intangible assets (2) 2,431 2,332 —

Acquisition, integration and others (3) 21,075 72,584 7,080

Legal (4) 4,650 — —

Restructuring and other 1,576 794 (3,335)

Non-GAAP Operating income $ 275,774 $ 256,784 $ 115,703

Non-GAAP Operating margin 8.0 % 6.0 % 5.7 %

GAAP Net income attributable to common shareholders $ 117,129 $ 93,646 $ 68,616

Adjustments:

Operating income adjustments (see above) 54,549 99,776 19,826

Adjustments for taxes (5) 11,025 (19,497) (4,849)

Non-GAAP Net income attributable to common shareholders $ 182,703 $ 173,925 $ 83,593

GAAP Net income attributable to common shareholders per share:

Basic $ 2.17 $ 1.72 $ 1.28

Diluted $ 2.12 $ 1.70 $ 1.26

Non-GAAP Net income attributable to common shareholders per share:

Basic $ 3.39 $ 3.20 $ 1.56

Diluted $ 3.31 $ 3.16 $ 1.53

Weighted-average shares used in computing per share amounts:

Basic 53,861 54,331 53,614

Diluted 55,133 55,108 54,493

(1) Stock compensation expense

Cost of sales $ 6,542 $ 5,535 $ 4,956

Selling, general and administrative 17,922 18,127 10,811

Research and development 353 404 314

Total $ 24,817 $ 24,066 $ 16,081

(2) Relates to amortization of intangible assets acquired from the ZT acquisition.

(3)

Q3'26 and Q2'26 results include a $13M and $59M fair value adjustment to contingent consideration, respectively, alongside certain employee compensation and professional services related to the ZT acquisition.

(4) Represents expense recorded in connection with the settlement in principle of a legal matter.

(5) Adjustments for taxes include the tax effects of the various adjustments we exclude from our non-GAAP measures, and adjustments related to deferred tax and discrete tax items.

Sanmina Corporation

Condensed Consolidated Cash Flow

(in thousands)

(GAAP)

(Unaudited)

Three Months Ended Nine Months Ended

June 27,

2026 June 28,

2025 June 27,

2026 June 28,

2025

Net income before noncontrolling interest

$ 125,308 $ 72,888 $ 274,878 $ 214,287

Depreciation and intangibles amortization

48,201 29,760 134,817 89,813

Amortization of inventory fair value adjustment — — 49,000 —

Deferred income taxes 8,579 2,456 54,976 6,990

Change in fair value of contingent consideration 13,000 — 72,000 —

Other, net

26,606 11,380 72,638 41,921

Net change in net working capital

(97,203) 84,298 43,668 68,567

Cash provided by operating activities

124,491 200,782 701,977 421,578

Purchases of investments

— (60) — (14,700)

Proceeds from sales of investments — — 8,710 49,309

Net purchases of property, plant and equipment

(100,806) (32,604) (244,196) (80,172)

Cash paid for business acquisition, net of cash acquired and working capital settlement received 242,781 — (1,114,152) —

Cash provided by (used in) investing activities

141,975 (32,664) (1,349,638) (45,563)

Proceeds from long-term debt

— — 2,200,000 —

Repayment of borrowings

— (4,375) (301,875) (13,125)

Repurchases of common stock — (13,491) (239,244) (113,944)

Payments for tax withholding on stock-based compensation (3,527) (892) (59,602) (38,547)

Debt issuance costs (638) — (29,341) —

Cash provided by (used in) financing activities

(4,165) (18,758) 1,569,938 (165,616)

Effect of exchange rate changes

(866) 1,640 (1,278) 1,461

Net change in cash, cash equivalents and restricted cash equivalents

$ 261,435 $ 151,000 $ 920,999 $ 211,860

Free cash flow:

Cash provided by operating activities

$ 124,491 $ 200,782 $ 701,977 $ 421,578

Net purchases of property, plant and equipment

(100,806) (32,604) (244,196) (80,172)

$ 23,685 $ 168,178 $ 457,781 $ 341,406

Schedule 1

The statements above and financial information provided in this earnings release include non-GAAP measures of operating income, operating margin, net income and earnings per share. Management excludes from these measures stock-based compensation, restructuring, acquisition and integration expenses, impairment charges, amortization charges and other unusual or infrequent items, as adjusted for taxes, as more fully described below.

Management excludes these items principally because such charges or benefits are not directly related to the Company’s ongoing core business operations. We use such non-GAAP measures in order to (1) make more meaningful period-to-period comparisons of the Company’s operations, both internally and externally, (2) guide management in assessing the performance of the business, internally allocating resources and making decisions in furtherance of Company’s strategic plan, (3) provide investors with a better understanding of how management plans and measures the business and (4) provide investors with a better understanding of our ongoing, core business. The material limitations to management’s approach include the fact that the charges, benefits and expenses excluded are nonetheless charges, benefits and expenses required to be recognized under GAAP and, in some cases, consume cash which reduces the Company’s liquidity. Management compensates for these limitations primarily by reviewing GAAP results to obtain a complete picture of the Company’s performance and by including a reconciliation of non-GAAP results to GAAP results in its earnings releases.

Additional information regarding the economic substance of each exclusion, management’s use of the resultant non-GAAP measures, the material limitations of management’s approach and management’s methods for compensating for such limitations is provided below.

Stock-based Compensation Expense, which consists of non-cash charges for the estimated fair value of equity awards granted to employees and directors, is excluded in order to permit more meaningful period-to-period comparisons of the Company’s results since the Company grants different amounts and value of equity awards each quarter. In addition, given the fact that competitors grant different amounts and types of equity awards and may use different valuation assumptions, excluding stock-based compensation permits more accurate comparisons of the Company’s core results with those of its competitors.

Restructuring, Acquisition, Integration and Other Expenses, which consist of employee severance, lease termination costs, exit costs, environmental investigation, remediation and related employee costs and other charges primarily related to closing and consolidating manufacturing facilities, and those associated with the acquisition, integration and other expenses of acquired businesses including fair value adjustments related to contingent consideration liability, are excluded because such charges (1) can be driven by the timing of acquisitions and exit activities which are difficult to predict, (2) are not directly related to ongoing business results and (3) generally do not reflect expected future operating expenses. In addition, given the fact that the Company’s competitors complete acquisitions and adopt restructuring plans at different times and in different amounts than the Company, excluding these charges or benefits permits more accurate comparisons of the Company’s core results with those of its competitors. Items excluded by the Company may be different from those excluded by the Company’s competitors and restructuring and integration expenses include both cash and non-cash expenses. Cash expenses reduce the Company’s liquidity. Therefore, management also reviews GAAP results including these amounts.

Impairment Charges for Goodwill and Other Assets, which consist of non-cash charges, are excluded because such charges are non-recurring and do not reduce the Company’s liquidity. In addition, given the fact that the Company’s competitors may record impairment charges at different times, excluding these charges permits more accurate comparisons of the Company’s core results with those of its competitors.

Amortization Charges, which consist of non-cash charges impacted by the timing and magnitude of acquisitions of businesses or assets, are also excluded because such charges do not reduce the Company’s liquidity. In addition, such charges can be driven by the timing of acquisitions, which is difficult to predict. Excluding these charges permits more accurate comparisons of the Company’s core results with those of its competitors because the Company’s competitors complete acquisitions at different times and for different amounts than the Company.

Other Unusual or Infrequent Items, such as charges or benefits associated with distressed customers, expenses, charges and recoveries relating to certain legal matters, and gains and losses on sales of

assets, are excluded because such items are typically non-recurring, difficult to predict or not directly related to the Company’s ongoing or core operations and are therefore not considered by management in assessing the current operating performance of the Company and forecasting earnings trends. However, items excluded by the Company may be different from those excluded by the Company’s competitors. In addition, these items include both cash and non-cash expenses. Cash expenses reduce the Company’s liquidity. Management compensates for these limitations by reviewing GAAP results including these amounts.

Adjustments for Taxes, which consist of the tax effects of the various adjustments that we exclude from our non-GAAP measures and adjustments related to deferred tax and discrete tax items. Including these adjustments permits more accurate comparisons of the Company's core results with those of its competitors. We determine the tax adjustments based upon the various applicable effective tax rates. In those jurisdictions in which we do not expect to realize a tax cost or benefit (due to a history of operating losses or other factors), a reduced tax rate is applied.

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Document and Entity Information Document

Jul. 27, 2026

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration