Form 8-K

8-K — SANMINA CORP

Accession: 0000897723-26-000024

Filed: 2026-04-27

Period: 2026-04-27

CIK: 0000897723

SIC: 3672 (PRINTED CIRCUIT BOARDS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — sanm-20260427.htm (Primary)

EX-99.1 (sanmina_exx991xmarch282026.htm)

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8-K

8-K (Primary)

Filename: sanm-20260427.htm · Sequence: 1

sanm-20260427

0000897723false00008977232026-04-272026-04-27

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

(April 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 April 27, 2026, Sanmina Corporation (the “Company”) issued the press release attached as Exhibit 99.1 announcing unaudited financial results for its fiscal quarter ended March 28, 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 April 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: April 27, 2026

EX-99.1

Filename: sanmina_exx991xmarch282026.htm · Sequence: 2

Document

Exhibit 99.1

FINANCIAL NEWS

Sanmina Reports Second Quarter Fiscal 2026 Financial Results

Board of Directors Authorize $600 Million Share Repurchase Program

San Jose, CA – April 27, 2026. Sanmina Corporation (“Sanmina” or the “Company”) (NASDAQ: SANM), a leading integrated manufacturing solutions company, today reported financial results for the second quarter ended March 28, 2026 and outlook for its third fiscal quarter ending June 27, 2026.

Second Quarter Fiscal 2026 Financial Highlights

•Revenue: $4.01 billion

•GAAP operating margin: 3.9%

•GAAP diluted EPS: $1.70

•Non-GAAP(1) operating margin: 6.4%

•Non-GAAP(1) diluted EPS: $3.16

Additional Highlights

•Cash flow from operations: $399 million

•Free cash flow(2): $342 million

•Share repurchases: 1.1 million shares for $160 million

•Ending cash and cash equivalents: $1.58 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 great results for the second quarter. Revenue, non-GAAP operating margin and non-GAAP diluted EPS all exceeded our outlook,” stated Jure Sola, Chairman and CEO of Sanmina Corporation. “ZT Systems revenue significantly exceeded our expectations, driven by strong execution and customer demand, resulting in new accelerated compute shipments previously expected in the second half of the year to shift into the second quarter. In addition, core Sanmina grew 7.3% year-over-year, in line with expectations.”

“Based on our results for the first half of the year and our outlook for the third quarter, we expect to deliver revenue in the range of $13.7 to $14.3 billion for fiscal 2026, and we see strong growth potential ahead. We remain focused on profitable growth, margin expansion, cash generation and shareholder value creation,” Sola concluded.

Third Quarter Fiscal 2026 Outlook

•Revenue between $3.2 billion to $3.5 billion

•Non-GAAP operating margin between 6.4% to 6.9%*

•Non-GAAP diluted earnings per share between $2.55 to $2.85*

Fiscal Year 2026 Outlook

•Revenue between $13.7 billion to $14.3 billion

•Non-GAAP operating margin between 6.3% to 6.6%*

•Non-GAAP diluted earnings per share between $10.75 to $11.35*

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

Board of Directors Authorize Share Repurchase Program

Sanmina's Board of Directors has authorized the repurchase of up to $600 million of Sanmina's common stock. The stock repurchase program has no expiration date. The Company exhausted its prior repurchase program as of March 28, 2026.

“Our Board’s new share repurchase authorization reflects our strong balance sheet and free cash flow generation. This gives us the capacity to continue returning capital to shareholders while investing in the business and maintaining our leverage within our target range, consistent with our capital allocation framework," stated Jon Faust, Executive Vice President and Chief Financial Officer of Sanmina.

Safe Harbor Statement

The statements above relating to our financial outlook for the third 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 second quarter and outlook for the third quarter of fiscal 2026 on Monday, April 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 Q2'26 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 18902#.

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)

March 28,

2026 September 27,

2025

ASSETS

Current assets:

Cash and cash equivalents $ 1,575,517 $ 926,267

Accounts receivable, net 2,229,744 1,400,129

Contract assets 473,144 425,944

Inventories 3,026,666 1,988,462

Prepaid expenses and other current assets 306,365 124,656

Total current assets 7,611,436 4,865,458

Property, plant and equipment, net 993,331 682,354

Deferred income tax assets 326,415 171,218

Goodwill 358,783 30,386

Other assets 379,124 108,757

Total assets $ 9,669,089 $ 5,858,173

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 2,508,961 $ 1,578,895

Accrued liabilities 312,473 179,605

Deferred revenue and customer advances 1,231,292 878,474

Accrued payroll and related benefits 217,330 167,541

Short-term debt, including current portion of long-term debt 172,000 17,500

Total current liabilities 4,442,056 2,822,015

Long-term liabilities:

Long-term debt 1,999,762 282,974

Other liabilities 615,462 214,021

Total long-term liabilities 2,615,224 496,995

Stockholders' equity 2,611,809 2,539,163

Total liabilities and stockholders' equity $ 9,669,089 $ 5,858,173

Sanmina Corporation

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

(GAAP)

(Unaudited)

Three Months Ended Six Months Ended

March 28,

2026 March 29,

2025 March 28,

2026 March 29,

2025

Net sales $ 4,013,271 $ 1,984,080 $ 7,202,964 $ 3,990,428

Cost of sales 3,659,480 1,807,845 6,606,811 3,646,278

Gross profit 353,791 176,235 596,153 344,150

Operating expenses:

Selling, general and administrative 113,549 76,313 228,435 147,158

Research and development 7,991 7,316 16,649 14,340

Acquisition, integration and others 72,584 — 115,947 —

Amortization of intangibles 1,865 — 3,052 —

Restructuring 794 990 1,464 2,426

Total operating expenses 196,783 84,619 365,547 163,924

Operating income 157,008 91,616 230,606 180,226

Interest income 8,433 3,723 16,491 7,119

Interest expense (32,138) (4,979) (56,860) (9,980)

Other income (expense), net (2,165) (1,955) 2,483 (2,684)

Interest and other, net (25,870) (3,211) (37,886) (5,545)

Income before income taxes 131,138 88,405 192,720 174,681

Provision for income taxes 33,323 17,890 43,150 33,282

Net income before noncontrolling interest 97,815 70,515 149,570 141,399

Less: Net income attributable to noncontrolling interest 4,169 6,307 6,638 12,188

Net income attributable to common shareholders $ 93,646 $ 64,208 $ 142,932 $ 129,211

Net income attributable to common shareholders per share:

Basic $ 1.72 $ 1.18 $ 2.63 $ 2.38

Diluted $ 1.70 $ 1.16 $ 2.58 $ 2.32

Weighted-average shares used in computing per share amounts:

Basic 54,331 54,405 54,245 54,304

Diluted 55,108 55,511 55,313 55,681

Sanmina Corporation

Reconciliation of GAAP to Non-GAAP Measures

(in thousands, except per share amounts)

(Unaudited)

Three Months Ended

March 28,

2026 December 27,

2025 March 29,

2025

GAAP Operating income $ 157,008 $ 73,598 $ 91,616

GAAP Operating margin 3.9 % 2.3 % 4.6 %

Adjustments:

Stock compensation expense (1) 24,066 23,620 15,790

Amortization of inventory fair value adjustment (2) — 49,000 —

Amortization of intangible assets (3) 2,332 1,720 —

Acquisition, integration and others (4) 72,584 43,363 2,091

Distressed customer charges (5) — — 159

Restructuring 794 670 990

Non-GAAP Operating income $ 256,784 $ 191,971 $ 110,646

Non-GAAP Operating margin 6.4 % 6.0 % 5.6 %

GAAP Net income attributable to common shareholders $ 93,646 $ 49,286 $ 64,208

Adjustments:

Operating income adjustments (see above) 99,776 118,373 19,030

Legal (6) — (3,745) —

Gain on sale of investment (7) — (4,710) —

Loss on debt extinguishment — 1,345 —

Adjustments for taxes (8) (19,497) (28,199) (5,201)

Non-GAAP Net income attributable to common shareholders $ 173,925 $ 132,350 $ 78,037

GAAP Net income attributable to common shareholders per share:

Basic $ 1.72 $ 0.91 $ 1.18

Diluted $ 1.70 $ 0.89 $ 1.16

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

Basic $ 3.20 $ 2.44 $ 1.43

Diluted $ 3.16 $ 2.38 $ 1.41

Weighted-average shares used in computing per share amounts:

Basic 54,331 54,160 54,405

Diluted 55,108 55,519 55,511

(1) Stock compensation expense

Cost of sales $ 5,535 $ 5,995 $ 4,931

Selling, general and administrative 18,127 17,274 10,580

Research and development 404 351 279

Total $ 24,066 $ 23,620 $ 15,790

(2) Relates to the amortization of the fair value step up on inventory from the ZT acquisition.

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

(4)

Q2'26 results include a $59M fair value adjustment to contingent consideration alongside certain employee compensation and professional services related to the ZT acquisition. Q1'26 figures largely reflect bridge loan facility costs and legal fees in connection with the ZT acquisition.

(5) Relates to accounts receivable and inventory write-downs or recoveries associated with distressed customers.

(6) Represents expenses, charges and recoveries associated with certain legal matters.

(7) Relates to gain on sale of equity interest.

(8) 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 Six Months Ended

March 28,

2026 March 29,

2025 March 28,

2026 March 29,

2025

Net income before noncontrolling interest

$ 97,815 $ 70,515 $ 149,570 $ 141,399

Depreciation and intangibles amortization

47,085 28,208 86,616 60,053

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

Deferred income taxes 49,628 (802) 46,397 4,534

Change in fair value of contingent consideration 59,000 — 59,000 —

Other, net

25,007 14,723 46,032 30,541

Net change in net working capital

120,223 44,214 140,871 (15,731)

Cash provided by operating activities

398,758 156,858 577,486 220,796

Purchases of investments

— (14,340) — (14,640)

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

Net purchases of property, plant and equipment

(56,621) (30,647) (143,390) (47,568)

Cash paid for businesses acquisition, net of cash acquired (1,132) — (1,356,933) —

Cash used in investing activities

(57,753) 4,322 (1,491,613) (12,899)

Proceeds from long-term debt

— — 2,200,000 —

Repayment of borrowings

— (4,375) (301,875) (8,750)

Repurchases of common stock (159,450) (84,340) (239,244) (100,453)

Payments for tax withholding on stock-based compensation (22,360) (29,312) (56,075) (37,655)

Debt issuance costs — — (28,703) —

Cash provided by (used in) financing activities

(181,810) (118,027) 1,574,103 (146,858)

Effect of exchange rate changes

(225) 1,165 (412) (179)

Net change in cash, cash equivalents and restricted cash equivalents

$ 158,970 $ 44,318 $ 659,564 $ 60,860

Free cash flow:

Cash provided by operating activities

$ 398,758 $ 156,858 $ 577,486 $ 220,796

Net purchases of property, plant and equipment

(56,621) (30,647) (143,390) (47,568)

$ 342,137 $ 126,211 $ 434,096 $ 173,228

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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Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

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 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

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Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

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:

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Namespace Prefix:

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Balance Type:

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- 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:

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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:

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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:

dei_

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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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

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