What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-11-13 compared with 2024-11-27 · 374 added, 260 removed, 725 unchanged (47% of the section changed)

2 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Bo ard of Directors and Stockholders of Sanmina Corporation

To the Board of Directors and Stockholders of Sanmina Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

2 unchanged sentences

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 27, 2025 and September 28, 2024 , and the results of its operations and its cash flows for each of the three years in the period ended September 27, 2025 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of September 28, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date related to (i) inappropriate tone at the top in the control environment at one of the Company’s divisions, specifically division management did not sufficiently promote, monitor or enforce appropriate accounting policies and procedures, thereby resulting in inappropriate and unsupported adjustments to the quarterly contract cost estimate process;

(ii) the Company not maintaining a sufficient complement of finance personnel at the division with an appropriate level of expertise, knowledge and training in internal control over financial reporting commensurate with the Company’s financial reporting requirements;

(iii) the division not designing and maintaining effective controls over the quarterly contract estimate review process, which led to the failure to timely and appropriately record adjustments to quarterly estimates;

and (iv) the Company not designing and maintaining effective controls to properly support and account for the transfer of control to its customers of certain raw materials inventory.

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 the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses referred to above are described in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A.

We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 27, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management's report referred to above.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A .

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits.

21 unchanged sentences

As described in Notes 2 and 4 to the consolidated financial statements, revenues for the CPS segment were $1.6 billion for the year ended September 27, 2025, of which the defense and aerospace division represents a portion of the segment.

The Company recognizes revenue for defense and aerospace government contracts on an over time basis using the cost-to-cost method (ratio of costs incurred to date to total estimated costs at completion), which management believes best depicts the transfer of control to the customer.

Recognition of revenue on government contracts requires the use of significant judgments with respect to estimated materials, labor and subcontractor costs.

The principal considerations for our determination that performing procedures relating to revenue recognition using the cost-to-cost method for government contracts in the defense and aerospace division is a critical audit matter are (i) the significant judgment by management when developing the estimated costs for such contracts and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating the audit evidence related to management’s determination of estimated materials, labor, and subcontractor costs.

Also, as described in the “Opinions on the Financial Statements and Internal Control over Financial Reporting” section, material weaknesses were identified related to this matter.

In the defense and aerospace division, management applies the cost-to-cost method for government contracts which requires the use of significant judgments with respect to estimated materials, labor, and subcontractor costs included in the total estimated costs at completion.

The principal considerations for our determination that performing procedures relating to revenue recognition using the cost-to-cost method for government contracts in the defense and aerospace division is a critical audit matter are (i) the significant judgment by management when developing the total estimated costs at completion and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating management‘s significant assumptions related to estimated materials, labor, and subcontractor costs.

Also as disclosed by management, material weaknesses existed during the year related to this matter.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among others, (i) testing management’s process for developing the estimation of costs for a sample of defense and aerospace government contracts;

(ii) testing the completeness and accuracy of underlying data used in the estimate;

and (iii) evaluating the reasonableness of management’s determination of estimated materials, labor, and subcontractor costs.

Evaluating the reasonableness of management’s determination of the estimated materials, labor and subcontractor costs used involved (i) assessing management’s ability to reasonably estimate costs for government contracts by assessing the nature and status of government contracts;

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the cost-to-cost method for government contracts in the defense and aerospace division.

These procedures also included, among others, (i) testing management’s process for developing the total estimated costs at completion for a sample of defense and aerospace government contracts;

(ii) testing the completeness and accuracy of underlying data used by management in developing the total estimated costs;

and (iii) evaluating the reasonableness of the significant assumptions used by management related to estimated materials, labor, and subcontractor costs.

Evaluating management’s assumptions related to the estimated materials, labor and subcontractor costs involved (i) assessing management’s ability to reasonably estimate costs for government contracts by assessing the nature and status of government contracts;

(ii) performing retrospective reviews of government contract estimates and changes in estimates over time;

and (iii) obtaining evidence to support estimated costs.

and (iii) obtaining evidence to support total estimated costs at completion.

/s/ PricewaterhouseCoopers LLP

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Accrued liabilities 179,605 132,513

Deferred revenue and customer advances 878,474 215,553

Accrued payroll and related benefits 167,541 133,129

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2025 September 28,

2023 October 1,

2024 September 30,

(In thousands, except per share amounts)

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Research and development 31,087 28,514 26,427

Restructuring and other 10,227 6,054 6,815

Acquisition and integration charges 34,162 — —

Restructuring 6,319 10,227 6,054

Total operating expenses 361,789 304,935 287,553

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Interest expense ( 20,151 ) ( 29,183 ) ( 36,290 )

Other expense ( 1,216 ) ( 20,156 ) ( 26,314 )

Other income (expense), net ( 10,844 ) ( 1,216 ) ( 20,156 )

Interest and other, net ( 15,140 ) ( 17,959 ) ( 42,851 )

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2025 September 28,

2023 October 1,

2024 September 30,

(In thousands)

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Foreign currency translation adjustments 4,478 4,931 4,376

Defined benefit pension plans ( 1,823 ) 92 4,863

Derivative financial instruments:

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Amount reclassified into net income before noncontrolling interest ( 4,152 ) ( 6,065 ) ( 13,964 )

Defined benefit plans:

Changes in unrecognized net actuarial losses and unrecognized transition cost ( 285 ) 3,996 5,884

Amortization of actuarial losses and transition cost 377 867 3,525

Total other comprehensive income (loss), net of tax 2,879 ( 4,138 ) 14,554

Comprehensive income before noncontrolling interest 269,139 233,613 342,067

Net income attributable to noncontrolling interest 15,215 17,543 —

Comprehensive income attributable to noncontrolling interest 20,367 15,215 17,543

Comprehensive income attributable to common shareholders $ 248,772 $ 218,398 $ 324,524

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Issuances under stock plans 1,390 3,412 — — — — — 3,412

Stock-based compensation — 39,608 — — — — — 39,608

Stock-based compensation expense — 50,402 — — — — — 50,402

Repurchases of treasury stock — — ( 1,578 ) ( 84,784 ) — — — ( 84,784 )

Other comprehensive income — — — — 15,635 — — 15,635

Tax withholding on stock-based compensation — — ( 374 ) ( 22,309 ) — — — ( 22,309 )

Other comprehensive income (loss), net of tax — — — — 14,554 — — 14,554

Sale of noncontrolling interest — 78,169 — — — — 132,132 210,301

Net income — — — — — 309,970 17,543 327,513

BALANCE AT OCTOBER 1, 2022

BALANCE AT SEPTEMBER 30, 2023

111,550 $ 6,513,331 ( 54,718 ) $ ( 1,485,252 ) $ 70,879 $ ( 2,930,008 ) $ 149,675 $ 2,318,625

Issuances under stock plans 1,567 6,161 — — — — — 6,161

Stock-based compensation — 50,402 — — — — — 50,402

Stock-based compensation expense — 57,407 — — — — — 57,407

Repurchases of treasury stock — — ( 3,965 ) ( 228,456 ) — — — ( 228,456 )

Other comprehensive income — — — — 14,554 — — 14,554

Sale of noncontrolling interest — 78,169 — — — — 132,132 210,301

Tax withholding on stock-based compensation — — ( 513 ) ( 25,842 ) — — — ( 25,842 )

Other comprehensive income (loss), net of tax — — — — ( 4,138 ) — — ( 4,138 )

Net income — — — — — 222,536 15,215 237,751

2 unchanged sentences

Issuances under stock plans 1,444 — — — — — — —

Stock-based compensation — 57,407 — — — — — 57,407

Repurchases of treasury stock — — ( 4,478 ) ( 254,298 ) — — — ( 254,298 )

Other comprehensive loss — — — — ( 4,138 ) — — ( 4,138 )

Stock-based compensation expense — 63,396 — — — — — 63,396

Repurchases of treasury stock and other — 1,937 ( 1,435 ) ( 113,797 ) — — — ( 111,860 )

Tax withholding on stock-based compensation — — ( 526 ) ( 43,020 ) — — — ( 43,020 )

Other comprehensive income (loss), net of tax — — — — 2,879 — — 2,879

Net income — — — — — 245,893 20,367 266,260

6 unchanged sentences

2025 September 28,

2023 October 1,

2024 September 30,

(In thousands)

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Accounts payable 99,050 ( 111,550 ) ( 418,191 )

Accrued liabilities 11,639 ( 6,281 ) 173,938

Deferred revenue and customer advances 662,921 89,194 55,611

Accrued liabilities and other 75,182 ( 77,555 ) ( 61,892 )

Cash provided by operating activities 620,657 340,216 235,168

3 unchanged sentences

Purchases of investments ( 15,040 ) ( 5,200 ) ( 2,500 )

Proceeds from sale of investments 49,309 — —

Cash used in investing activities ( 108,207 ) ( 114,396 ) ( 192,458 )

3 unchanged sentences

Repayments of borrowings ( 17,500 ) ( 21,570 ) ( 17,500 )

Proceeds from issuance of long-term debt, net of issuance cost — — 346,737

Holdback paid in connection with previous business combination — ( 8,558 ) —

Proceeds from short-term borrowing — 8,445 —

Net proceeds from stock issuances — 6,161 3,412

Repurchases of common stock ( 113,797 ) ( 228,456 ) ( 84,784 )

Payments for tax withholding on stock-based compensation ( 43,020 ) ( 25,842 ) ( 22,309 )

Proceeds from sale of noncontrolling interest — — 215,799

2 unchanged sentences

Effect of exchange rate changes 1,750 2,177 498

Increase (decrease) in cash and cash equivalents ( 41,710 ) 137,713 ( 120,169 )

Cash and cash equivalents at beginning of year 667,570 529,857 650,026

Cash and cash equivalents at end of year $ 625,860 $ 667,570 $ 529,857

Increase (decrease) in cash, cash equivalents and restricted cash equivalents 340,360 ( 41,710 ) 137,713

Cash, cash equivalents and restricted cash equivalents at beginning of year 625,860 667,570 529,857

Cash, cash equivalents and restricted cash equivalents at end of year $ 966,220 $ 625,860 $ 667,570

Cash paid during the year:

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1) Integrated Manufacturing Solutions (“IMS”).

IMS is a single operating segment consisting of printed circuit board assembly and test, high-level assembly and test and direct-order-fulfillment.

IMS is a single operating segment consisting of printed circuit board (“PCB”) assembly and test, high-level assembly and test and direct-order-fulfillment.

2) Components, Products and Services (“CPS”).

Components include printed circuit boards, backplanes and backplane assemblies, cable assemblies, fabricated metal parts, precision machined parts, and plastic injected molded parts.

Products include optical, radio frequency and microelectronic design and manufacturing services from the Company’s Advanced Microsystems Technologies division;

Components include advanced PCBs, backplanes and backplane assemblies, cable assemblies, fabricated metal parts, precision machined parts, and plastic injected molded parts.

Products include optical, radio frequency (“RF”) and microelectronic design and manufacturing services from the Company’s Advanced Microsystems Technologies division;

multi-chip package memory solutions from the Company’s Viking Technology division;

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Services include design, engineering, and logistics and repair.

The Company's only reportable segment is IMS, which represented approximately 80 % of total revenue in 2024.

CPS consists of multiple operating segments which do not individually meet the quantitative thresholds for being presented as reportable segments.

Therefore, financial information for these operating segments is combined and presented in a single category entitled “CPS”.

The Company has one reportable segment, IMS, for financial reporting purposes which represented approximately 80 % of total revenue in 2025.

The Company’s CPS business consists of multiple operating segments which do not individually meet the quantitative thresholds for being presented as reportable segments.

Therefore, financial information for these operating segments is combined and presented in a single category called “CPS”.

The accounting policies for each segment are the same as those disclosed by the Company for its consolidated financial statements.

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Reclassification.

Beginning in the first quarter of 2025, the Company changed the presentation of deferred revenue and customer advances, which were previously included within accrued liabilities, to be a separate line item on the consolidated balance sheets.

Similarly, a separate line for the change in those amounts is presented on the consolidated statements of cash flows.

Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes.

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The Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities.

Significant estimates made in preparing the consolidated financial statements relate to allowances for accounts receivable;

provisions for excess and obsolete inventories, environmental matters, and legal exposures;

Significant estimates made in preparing the consolidated financial statements relate to provisions for excess and obsolete inventories, environmental matters, and legal exposures;

determining liabilities for uncertain tax positions;

determining the realizability of deferred tax assets;

determining fair values of tangible and intangible assets for purposes of impairment tests;

determining fair values of tangible and intangible assets for purposes of

impairment tests;

and estimating costs expected to be incurred to satisfy performance obligations under long-term contracts and variable consideration related to such contracts.

1 unchanged sentence

Actual results could differ materially from these estimates.

Noncontrolling Interest.

In 2023, the Company entered into a joint venture transaction pursuant to which RSBVL acquired 50.1 % of the outstanding shares of Sanmina SCI India Private Limited (“SIPL”), the Company’s existing Indian manufacturing entity for $ 216 million of cash.

The remaining 49.9 % is held by the Company.

In accordance with ASC Topic 810, Consolidation (“ASC 810”), the Company is required to consolidate entities in which it has a controlling financial interest.

The Company determined the voting interest model was applicable under ASC 810 and concluded that, despite not having a majority ownership interest, the Company has a controlling financial interest in SIPL through the management services contract.

Therefore, the Company has, by contract, the unilateral ability to control the significant decisions made in the ordinary course of SIPL’s business.

Because the Company has a controlling financial interest in SIPL, it consolidates SIPL.

However, the Company periodically assesses whether any changes in facts and circumstances have occurred that could require the Company to deconsolidate SIPL.

As of September 27, 2025, an aggregate of $ 215 million of cash and cash equivalents of SIPL’s and Sanmina SCI Technology India Private Limited, the Company’s existing Indian manufacturing entity, is designated to fund its operations use.

Financial Instruments.

Financial instruments consist primarily of cash and cash equivalents, accounts receivable, foreign currency forward contracts, interest rate swap agreements, accounts payable and debt obligations.

Financial instruments consist primarily of cash and cash equivalents, restricted cash equivalents, accounts receivable, foreign currency forward contracts, interest rate swap agreements, a total return swap contract (“TRS”), accounts payable and debt obligations.

The fair value of these financial instruments approximates their carrying amount as of September 27, 2025 and September 28, 2024 due to the nature or short maturity of these instruments, or because, in some cases, the instruments are recorded at fair value on the consolidated balance sheets.

Cash and Cash Equivalents.

Cash and Cash Equivalents and Restricted Cash Equivalents.

Cash and cash equivalents include cash on hand and on deposit and investments in highly liquid debt instruments with initial maturities of three months or less.

Restricted cash equivalents are funds that are contractually restricted and invested in money market funds, solely for distribution to participants of the deferred compensation plan.

Accounts Receivable and Other Related Allowances.

3 unchanged sentences

Accounts Receivable Sales.

The Company is a party to a Receivables Purchase Agreement (the “RPA”) with certain third-party banking institutions for the sale of accounts receivable generated from sales to certain customers, subject to acceptance by, and a funding commitment from, the banks that are party to the RPA.

Accounts receivable sold pursuant to the RPA are serviced by the Company.

In addition to the RPA, the Company has the option to participate in accounts receivable sales programs that have been implemented by certain of the Company’s customers, as in effect from time to time.

The Company does not service accounts receivable sold under these other programs.

Under each of the programs noted above, the Company sells its entire interest in accounts receivable for 100% of face value, less a discount.

Accounts receivable balances sold are removed from the consolidated balance sheets and the related proceeds are reported as cash provided by operating activities in the consolidated statements of cash flows.

The Company is a party to a Receivables Purchase Agreement (the “RPA”) with certain third-party banking institutions for the sale of trade receivables generated from sales to certain customers, subject to acceptance by, and a funding commitment from, the banks that are party to the RPA.

Trade receivables sold pursuant to the RPA are serviced by the Company.

In addition to the RPA, the Company has the option to participate in trade receivables sales programs that have been implemented by certain of the Company’s customers, as in effect from time to time.

The Company does not service trade receivables sold under these other programs.

Under each of the programs noted above, the Company sells its entire interest in a trade receivable for 100% of face value, less a discount.

Upon sale, these receivables are removed from the consolidated balance sheets and the cash received is presented as cash provided by operating activities in the consolidated statements of cash flows.

Inventories are stated at the lower of cost (based on standard cost, which approximates first-in, first-out method) and net realizable value.

4 unchanged sentences

The Company’s raw materials inventories are generally acquired in anticipation of specific customer orders and pursuant to customer-specific design specifications.

When the Company and its customers agree that the quantity of customer-specific inventory is in excess of anticipated demand, the Company will transfer control of those inventories to its customers in exchange for a cash payment.

These transactions are reported as transfers of non-financial assets – i.e., reported on a net basis in the income statement.

When the Company and its customers agree that the quantity of customer-specific inventory is in excess of anticipated demand, the Company may seek advance payments from its customers against such inventories.

These advances are presented under deferred revenue and customer advances on

the consolidated balance sheets.

In the past, in some arrangements with some customers, the Company transferred control of excess inventories to its customers in exchange for a cash payment, which resulted in a derecognition of the inventory.

Those transactions were reported as transfers of non-financial assets – i.e., reported on a net basis in the income statement – and not included in revenue.

Long-lived Assets.

10 unchanged sentences

For foreign subsidiaries using the local currency as their functional currency, assets and liabilities are translated to U.S.

dollars at exchange rates in effect at the balance sheet date and income and expenses are

translated at average exchange rates.

The effects of these translation adjustments are reported in stockholder’ equity as a component of accumulated other comprehensive income (“AOCI”).

For all entities, remeasurement adjustments for non-functional currency monetary assets and liabilities are included in other expense in the accompanying consolidated statements of income.

dollars at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates.

The effects of these translation adjustments are reported in stockholders’ equity as a component of accumulated other comprehensive income (“AOCI”).

For all entities, remeasurement adjustments for non-functional currency monetary assets and liabilities are included in other income (expense), net in the accompanying consolidated statements of income.

Remeasurement gains and losses arising from long-term intercompany loans denominated in a currency other than an entity’s functional currency are recorded in AOCI if repayment of the loan is not anticipated in the foreseeable future.

Derivative Instruments and Hedging Activities.

The Company conducts business on a global basis in numerous currencies and certain of the Company’s outstanding debt has a variable interest rate.

Therefore, the Company is exposed to movements in foreign currency exchange rates and interest rates.

The Company uses derivatives, such as foreign currency forward contracts and interest rate swaps, to minimize the volatility of earnings and cash flows associated with changes in foreign currency exchange rates and interest rates.

The Company conducts business on a global basis in numerous currencies.

In addition, the Company has a deferred compensation plan liability and certain of its outstanding debt has a variable interest rate.

Therefore, the Company is exposed to movements in foreign currency exchange rates, interest rates and market volatility.

The Company uses derivatives, such as foreign currency forward contracts, interest rate swap agreements and TRS, to minimize the volatility of earnings and cash flows associated with changes in foreign currency exchange rates and interest rates.

The Company accounts for derivative instruments and hedging activities in accordance with ASC Topic 815, Derivatives and Hedging , which requires each derivative instrument to be recorded on the consolidated balance sheets at its fair value as either an asset or a liability.

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At the inception of a hedge, the Company documents all relationships between derivative instruments and related hedged items, as well as its risk-management objectives and strategies for the hedging transaction.

The Company’s foreign currency forward contracts and interest rate swaps potentially expose the Company to credit risk to the extent the counterparties may be unable to meet the terms of the agreement.

The Company minimizes such risk by seeking high quality counterparties.

The Company’s leases consist of operating leases for buildings and land and have initial lease terms of up to 44 years.

6 unchanged sentences

Variable payments are expensed as incurred and not included in the measurement of lease liabilities and ROU assets.

Since the Company’s leases generally do not provide an implicit rate, the Company uses its incremental borrowing rate based on information available at the lease commencement date for purposes of determining the present value of lease payments.

Since the Company’s leases generally do not provide an implicit rate, the Company uses its incremental borrowing rate based on information available at the lease

commencement date for purposes of determining the present value of lease payments.

The Company’s incremental borrowing rate is based on the term of the lease, the economic environment of the lease and the effect of collateralization, if any.

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Step 1 - Identify the contract with a customer

binding documents to specify the quantity, price and delivery requirements for products or services the customer wishes to purchase.

The Company generally enters into a master supply agreement (“MSA”) with its customers that provides the framework under which business will be conducted, and pursuant to which a customer will issue purchase orders or other binding documents to specify the quantity, price and delivery requirements for products or services the customer wishes to purchase.

The Company generally considers its contract with a customer to be a firm commitment, consisting of the combination of an MSA and a purchase order or any other similar binding document.

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The Company recognizes revenue for the majority of its contracts on an over time basis.

This is primarily 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 upon a customer’s cancellation of a contract for convenience.

for convenience.

In certain circumstances, the Company recognizes 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.

At least 95 % of the Company’s revenue is recognized on an over time basis, which is as products are manufactured or services are performed.

1 unchanged sentence

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.

In our Defense and Aerospace division, we apply the cost-to-cost method for government contracts which requires the use of significant judgments with respect to estimated materials, labor and subcontractor costs included in the total estimated costs at completion.

In the Defense and Aerospace division, the Company applies the cost-to-cost method for government contracts which 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.

Estimates of materials, labor and subcontractor costs expected to be incurred to satisfy a performance obligation are updated on a quarterly basis.

These estimates consider costs incurred to date and estimated costs to be incurred over the

remaining expected period of performance to satisfy a performance obligation.

These estimates consider costs incurred to date and estimated costs to be incurred over the remaining expected period of performance to satisfy a performance obligation.

There is inherent uncertainty in estimating the amount of costs that will be required to complete a contract.

Factors that contribute to the inherent uncertainty in estimates include, among others, (1) the long-term duration of contracts, (2) the highly-complex nature of the products we manufacture, (3) the readiness of our customer’s design for manufacturing, (4) the cost and availability of purchased materials, (5) labor cost, availability and productivity, (6) subcontractor performance and (7) the risk of delayed performance/completion.

Factors that contribute to the inherent uncertainty in estimates include, among others, (1) the long-term duration of contracts, (2) the highly-complex nature of the products the Company manufactures, (3) the readiness of our customer’s design for manufacturing, (4) the cost and availability of purchased materials, (5) labor cost, availability and productivity, (6) subcontractor performance and (7) the risk of delayed performance/completion.

Therefore, such estimates are reviewed each quarter by a group of employees that includes representatives from numerous functions such as engineering, materials, contracts, manufacturing, program management, finance and senior management.

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The Company recognizes stock-based compensation expense, net of estimated forfeitures, on a straight-line basis over the requisite service period of the award, which generally ranges from one year to four years and/or upon achievement of specified performance criteria.

Stock-based compensation expense for time-based and performance-based restricted stock awards is valued at the closing market price of the Company’s common stock on the date of grant.

Stock-based compensation expense for time-based and performance-based

restricted stock awards is valued at the closing market price of the Company’s common stock on the date of grant.

During the requisite service period, performance-based restricted stock awards are monitored by management for probability of achievement of performance goals and if it becomes probable that the number of awarded shares that will vest is greater than or less than the previous estimate of the number of awarded shares that will vest, an adjustment to stock-based compensation expense will be recognized as a change in accounting estimate.

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Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The carrying value of the Company’s net deferred tax assets is based on the Company’s belief that it is more likely than not that the Company will generate sufficient future

taxable income in certain jurisdictions to realize these deferred tax assets.

The carrying value of the Company’s net deferred tax assets is based on the Company’s belief that it is more likely than not that the Company will generate sufficient future taxable income in certain jurisdictions to realize these deferred tax assets.

A valuation allowance has been established for deferred tax assets that do not meet the “more likely than not” criteria discussed above .

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Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.

Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Issued Accounting Pronouncement Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which will require the Company to disclose information about its reportable segment’s significant expenses and other segment items on an interim and annual basis.

The disclosure requirements are effective for the Company in fiscal 2025, and for interim periods within the Company's fiscal 2026, with early adoption permitted.

Improvements to Reportable Segment Disclosures, which requires the Company to disclose information about its reportable segment’s significant expenses and other segment items on an interim and annual basis.

The Company adopted ASU 2023-07 in the fourth quarter of 2025 and incremental disclosure was included in Note 13 “Business Segment and Geographic Information” of the notes to the Consolidated Financial Statements contained in this report.

Recently Issued Accounting Pronouncements Not Yet Adopted

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 ASC 606.

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 in fiscal 2026, with early adoption permitted.

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.

Balance Sheet Details

Cash and Cash Equivalents, and Restricted Cash Equivalents

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

September 27,

2025 September 28,

(In thousands)

Cash and cash equivalents $ 926,267 $ 625,860

Restricted cash equivalents (1) 39,953 —

Total cash, cash equivalents and restricted cash equivalents $ 966,220 $ 625,860

(1) Represents money market funds related to the 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 consolidated balance sheets.

Property, Plant and Equipment, net

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Depreciation expense was $ 119 million, $ 122 million and $ 116 million for 2025, 2024 and 2023, respectively.

Customer Payments for Raw Materials Inventory

As of September 28, 2024 and September 30, 2023, customer payments related to raw materials inventory of $ 151 million and $ 54 million, respectively, are recorded in accrued liabilities in the consolidated balance sheets.

Deferred Revenue and Customer Advances

As of September 27, 2025 and September 28, 2024, customer advances for raw materials inventory of $ 852 million and $ 151 million, respectively, were recorded under deferred revenue and customer advances in the consolidated balance sheets.

These customer advances received by the Company as an advance on customer-specific raw materials acquired at the customer’s request.

Net sales by geographic segment is determined based on the country in which a product is manufactured.

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2025 September 28,

2023 October 1,

2024 September 30,

(In thousands)

IMS $ 6,033,867 $ 7,289,037 $ 6,378,324

CPS $ 1,534,461 $ 1,646,011 $ 1,541,298

Reportable segment - IMS $ 6,512,891 $ 6,033,867 $ 7,289,037

Other segments - CPS $ 1,615,491 $ 1,534,461 $ 1,646,011

Total $ 8,128,382 $ 7,568,328 $ 8,935,048

6 unchanged sentences

Total $ 8,128,382 $ 7,568,328 $ 8,935,048

(1) Mexico represents 63 %, 65 % and 60 % of Americas revenue for the years ended September 28, 2024, September 30, 2023 and October 1, 2022, respectively.

represents 35 %, 32 % and 37 % of Americas revenue for the years ended September 28, 2024, September 30, 2023 and October 1, 2022, respectively.

(2) Malaysia represents 30 %, 26 % and 31 % of APAC revenue for the years ended September 28, 2024, September 30, 2023 and October 1, 2022, respectively .

Percentage of net sales represented by ten largest customers 52 % 47 % 48 %

Percentage of net sales from each significant customer (3) 10.1 % 10.1 % 13.2 %

(1) Mexico represents 67 %, 63 % and 65 % of Americas revenue for the years ended September 27, 2025, September 28, 2024 and September 30, 2023, respectively.

represents 30 %, 35 % and 32 % of Americas revenue for the years ended September 27, 2025, September 28, 2024 and September 30, 2023, respectively.

(2) Malaysia represents 24 %, 30 % and 26 % of APAC revenue for the years ended September 27, 2025, September 28, 2024 and September 30, 2023, respectively .

(3) Primarily from IMS business.

As an electronics manufacturing services company, the Company primarily provides manufacturing and related services for products built to its customers’ unique specifications.

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2025 September 28,

2023 October 1,

2024 September 30,

(In thousands)

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2025 September 28,

2023 October 1,

2024 September 30,

Operating Income:

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Fair Value of Financial Instruments

The fair values of cash equivalents (representing 23 % of cash and cash equivalents), accounts receivable, accounts payable and short-term debt approximate carrying value due to the short-term duration of these instruments.

The fair values of cash equivalents (representing 21 % of cash and cash equivalents), restricted cash equivalents, accounts receivable, accounts payable and short-term debt approximate carrying value due to the short-term duration of these instruments.

Additionally, the fair value of variable rate long-term debt approximates carrying value as of September 27, 2025.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company’s primary financial assets and financial liabilities measured at fair value on a recurring basis are deferred compensation plan assets and defined benefit plan assets, which are both measured using Level 1 inputs.

See Note 15 “Employee Benefit Plans”.

Other financial assets and financial liabilities measured at fair value on a recurring basis include foreign exchange contracts and interest rate swaps, which are both measured using Level 2 inputs.

Interest rate swaps are valued based on a discounted cash flow analysis that incorporates observable (Level 2) market inputs such as interest rate yield curves and credit spreads.

For currency contracts, Level 2 inputs include foreign currency spot and forward rates and interest rates at commonly quoted intervals.

Foreign exchange contracts were not material as of September 28, 2024 or September 30, 2023 .

The Company’s deferred compensation plan and defined benefit plan assets are measured at fair value using Level 1 inputs on a recurring basis.

See Note 15 “Employee Benefit Plans” of the notes to the Consolidated Financial Statements contained in this report for details on defined benefit plan assets.

In 2025, the Company liquidated $ 49 million of investments held in a former rabbi trust for its deferred compensation plan assets.

These funds were reinvested in other types of investments as of September 27, 2025, with $ 40 million recorded in prepaid expenses and other current assets as restricted cash equivalent and $ 10 million recorded in other assets on the consolidated balance sheets.

As of September 28, 2024, assets associated with the deferred compensation plan were $ 47 million and recorded in other assets on the consolidated balance sheets.

Liabilities associated with the deferred compensation plan were $ 54 million and $ 47 million as of September 27, 2025 and September 28, 2024, respectively, and recorded in other liabilities on the consolidated balance sheets.

The Company also measures fair value of foreign exchange contracts, interest rate swap agreements and TRS on a recurring basis.

Interest rate swaps are valued based on a discounted cash flow analysis that incorporates observable market inputs such as interest rate yield curves and credit spreads.

The TRS is measured at fair value using quoted prices of the underlying investments.

For currency contracts, inputs include foreign currency spot and forward rates and interest rates at commonly quoted intervals.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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The Company presents its derivative assets and derivative liabilities on a gross basis on the consolidated balance sheets.

The following table presents the location and fair values of derivative financial instruments included in our consolidated balance sheets.

September 28,

2024 September 30,

The following table presents the location and fair value of derivative financial instruments included in our consolidated balance sheets as of September 27, 2025.

Fair Value Measurements Using Level 1, Level 2, or Level 3 Prepaid Expenses and Other Current Assets Other Assets Accrued Liabilities Other Liabilities

(In thousands)

Derivatives designated as accounting hedges:

Prepaid expenses and other current assets $ 2,277 $ 6,179

Other assets $ 21 $ 6,351

Accrued liabilities $ 53 $ 213

Other $ 1,771 $ —

foreign currency forward contracts Level 2 $ 74 $ — $ 21 $ —

Derivatives not designated as accounting hedges:

Prepaid expenses and other current assets $ 3,229 $ 1,164

Accrued liabilities $ 2,265 $ 4,685

foreign currency forward contracts Level 2 $ 4,352 $ — $ 622 $ —

Derivatives designated as accounting hedges:

interest rate swaps Level 2 $ 1,156 $ 108 $ — $ 446

Derivative not designated as accounting hedge:

total return swap Level 2 $ 973 $ — $ — $ —

The following table presents the location and fair value of derivative financial instruments included in our consolidated balance sheets as of September 28, 2024.

Fair Value Measurements Using Level 1, Level 2, or Level 3 Prepaid Expenses and Other Current Assets Other Assets Accrued Liabilities Other Liabilities

(In thousands)

Derivatives designated as accounting hedges:

foreign currency forward contracts Level 2 $ 759 $ — $ 53 $ —

Derivatives not designated as accounting hedges:

foreign currency forward contracts Level 2 $ 3,229 $ — $ 2,265 $ —

Derivatives designated as accounting hedges:

interest rate swaps Level 2 $ 1,518 $ 21 $ — $ 1,771

Derivative Instruments

Foreign Exchange Rate Risk

The Company is exposed to certain risks related to its ongoing business operations.

The primary risk managed by using derivative instruments is foreign currency exchange risk.

Forward contracts on various foreign currencies are used to manage foreign currency risk associated with forecasted foreign currency transactions and certain monetary assets and liabilities denominated in non-functional currencies.

The Company’s primary foreign currency cash flows are in India, Mexico and China.

The Company had the following outstanding foreign currency forward contracts to hedge foreign currency exposures:

The Company had the following outstanding derivative contracts that were entered into to hedge foreign currency, interest rate and deferred compensation plan liability exposures:

September 27,

2025 September 28,

(in thousands, except number of contracts)

Foreign Currency Forward Contracts:

Derivatives Designated as Accounting Hedges:

Notional amount (in thousands) $ 117,015 $ 125,758

Notional amount $ 131,061 $ 117,015

Number of contracts 45 47

Derivatives Not Designated as Accounting Hedges:

Notional amount (in thousands) $ 366,425 $ 338,283

Notional amount $ 490,506 $ 366,425

Number of contracts 42 38

Interest Rate Swaps:

Derivatives Designated as Accounting Hedges:

Notional amount $ 300,000 $ 300,000

Number of contracts 6 6

Total Return Swap:

Derivatives Not Designated as Accounting Hedges:

Notional amount $ 54,298 $ —

Number of contracts 1 —

Foreign Currency Forward Contracts

The Company is exposed to certain risks related to its ongoing business operations.

The primary risk managed by using derivative instruments is foreign currency exchange risk.

The Company’s primary foreign currency cash flows are in India, Mexico and China.

The Company utilizes foreign currency forward contracts to hedge certain operational (“cash flow”) exposures resulting from changes in foreign currency exchange rates.

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These contracts have maturities of up to two months and are not designated as accounting hedges.

Accordingly, these contracts are marked-to-market at the end of each period with unrealized gains and losses recorded in other expense, in the consolidated statements of income.

Accordingly, these contracts are marked-to-market at the end of each period with unrealized gains and losses recorded in other income (expense), net, in the consolidated statements of income.

The amount of gains or losses associated with these forward contracts was not material for any period presented herein.

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Since these offsetting contracts do not expose the Company to risk of fluctuations in exchange rates, these contracts have been excluded from the above table.

Interest Rate Risk

Interest Rate Swaps

The Company enters into forward interest rate swap agreements with independent counterparties to partially hedge the variability in cash flows due to changes in Secured Overnight Financing Rate benchmark interest rate (“SOFR”) associated with anticipated variable rate borrowings.

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These swaps are accounted for as cash flow hedges under ASC Topic 815, Derivatives and Hedging .

Interest rate swaps with an aggregate notional amount of $ 300 million and $ 650 million were outstanding as of September 28, 2024 and September 30, 2023, respectively.

The aggregate effective interest rate of these swaps as of September 27, 2025 was approximately 4.7 %.

Subsequent to the fourth quarter of 2025, the Company entered into forward interest rate swap agreements with independent counterparties with an aggregate notional amount of $ 1.2 billion and a maturity date of October 31, 2030 , effectively convert a portion of the Company’s variable interest rate obligations under the Credit Facilities to fixed interest rate obligations.

Total Return Swap

In the second quarter of fiscal 2025, the Company entered into a TRS to substantially offset changes in the deferred compensation plan liabilities resulting from changes in the value of investment elections made by participants.

The Company elected not to designate the TRS as an accounting hedge and recognized the changes in fair value of the derivative instrument, as well as the offsetting change in the fair value of the hedged item, in cost of sales, and selling, general and administrative expense in the consolidated statements of income.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, trade accounts receivable, foreign currency forward contracts and interest rate swap agreements.

The Company maintains its cash and cash equivalents with recognized financial institutions, both domestic and foreign.

Cash and cash equivalents may exceed the amount of insurance provided on such deposits, but may generally be redeemed upon demand.

Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, restricted cash equivalents and trade accounts receivable.

The Company maintains its cash and cash equivalents, and restricted cash equivalents with recognized financial institutions, both domestic and foreign.

Cash and cash equivalents, and restricted cash equivalents may exceed the amount of insurance provided on such deposits, but may generally be redeemed upon demand.

Periodic evaluations of the relative credit standing of the financial institutions are performed and the Company attempts to limit its exposure with any one institution.

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The Company considers these concentrations of credit risks when estimating its allowance for doubtful accounts.

Foreign currency forward contracts and interest rate swaps are maintained with high quality counterparties to reduce the Company’s credit risk and are recorded on the Company’s balance sheets at fair value.

Sales to the Company’s ten largest customers represented 47 % of net sales in 2024.

Net sales from these customers are derived from multiple segments.

The following table presents the percentage of total net sales to each significant customer that represented 10% or more of the Company’s net sales.

September 28,

2024 September 30,

2023 October 1,

IMS * 12.6 % 13.6 %

CPS * 0.6 % 1.0 %

Total * 13.2 % 14.6 %

IMS 9.9 % * 10.1 %

CPS 0.2 % * 0.2 %

Total 10.1 % * 10.3 %

* Less than 10% of the Company’s net sales.

Nokia represented 10 % or more of the Company’s gross accounts receivable as of September 28, 2024.

No customer represented 10% or more of the Company’s gross accounts receivable as of September 30, 2023.

Foreign currency forward contracts, TRS and interest rate swaps are maintained with high quality counterparties to reduce the Company’s credit risk and are recorded on the Company’s balance sheets at fair value.

Two customers represented 10 % or more of the Company’s gross accounts receivable as of September 27, 2025.

One customer represented 10 % or more of the Company’s gross accounts receivable as of September 28, 2024.

Long-term debt consisted of the following:

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(In thousands)

2025 $ 17,500

On September 27, 2022 (the “Closing Date”), the Company entered into a Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) that provides for a $ 800 million revolving credit facility and a $ 350 million secured term loan (“Term Loan Due 2027”).

Credit Facilities

Existing Credit Agreement

On September 27, 2022 , the Company entered into a Fifth Amended and Restated Credit Agreement (the “Existing Credit Agreement”) that provides for a $ 800 million revolving credit facility and a $ 350 million secured term loan (the “Term Loan Due 2027”).

Subject to the satisfaction of certain conditions, including obtaining additional commitments from existing and/or new lenders, the Company may increase the revolving commitment up to an additional $ 200 million.

Costs incurred in connection with Credit Agreement of $ 3 million are classified as long-term debt and are being amortized to interest expense over the life of the Term Loan Due 2027 using the effective interest method.

The Term Loan Due 2027 was fully drawn on the Closing Date and the proceeds were used to repay the term loan issued under the Company’s prior credit agreement.

Upon repayment, the Company recorded a loss on extinguishment of debt of $ 1 million consisting of a write-off of unamortized debt issuance costs under such prior agreement.

Loans under the Credit Agreement bear interest, at the Company’s option, at either the SOFR or a base rate, in each case plus a spread determined based on the Company’s credit rating.

Costs incurred in connection with Existing Credit Agreement of $ 3 million are classified as long-term debt and are being amortized to interest expense over the life of the Term Loan Due 2027 using the effective interest method.

Loans under the Existing Credit Agreement bear interest, at the Company’s option, at either the SOFR or a base rate, in each case plus a spread determined based on the Company’s credit rating.

Interest on the loans is payable quarterly in arrears with respect to base rate loans and at the end of an interest period (and at three month intervals if the interest period exceeds three months) in the case of SOFR loans.

The outstanding principal amount of all loans under the Credit Agreement, including the Term Loan Due 2027, together with accrued and unpaid interest, is due on September 27, 2027 .

The outstanding principal amount of all loans under the Existing Credit Agreement, including the Term Loan Due 2027, together with accrued and unpaid interest, is due on September 27, 2027 .

The Company is required to repay a portion of the principal amount of the Term Loan Due 2027 equal to 1.25 % of the principal in quarterly installments.

Certain of the Company’s domestic subsidiaries are guarantors in respect of the Credit Agreement.

The Company and the subsidiary guarantors’ obligations under the Credit Agreement are secured by a lien on substantially all of their respective assets (excluding real property), including cash, accounts receivable and the shares of certain Company subsidiaries, subject to certain exceptions.

As of September 28, 2024, no borrowings and $ 14 million of letters of credit were outstanding under the Credit Agreement, under which $ 786 million was available to borrow.

There were no borrowings outstanding under the Credit Agreement as of September 30, 2023.

Certain of the Company’s domestic subsidiaries are guarantors in respect of the Existing Credit Agreement.

The Company and the subsidiary guarantors’ obligations under the Existing Credit Agreement are secured by a lien on substantially all of their respective assets (excluding real property), including cash, accounts receivable and the shares of certain Company subsidiaries, subject to certain exceptions.

On June 6, 2025, the Company amended the Existing Credit Agreement to permit the acquisition of ZT Group Int’l, Inc.

(“ZT Systems”) from AMD Design, LLC, a wholly owned subsidiary of Advanced Micro Devices, Inc.

See Note 16 “Business Combination” of the notes to the Consolidated Financial Statements contained in this report for details.

As of September 27, 2025, no borrowings under the revolving credit facility and $ 9 million of letters of credit were outstanding under the Existing Credit Agreement, under which $ 791 million was available to borrow.

Bridge Loan Facility

On May 18, 2025 , in connection with the acquisition of ZT Systems (the “ZT Acquisition”), the Company entered into a commitment letter with certain financial institutions that have agreed to provide the Company with, subject to satisfaction of customary conditions and covenants, a senior secured 364-day bridge loan facility in an aggregate principal amount of up to $ 2.5 billion (the “Bridge Loan Facility”) to fund a portion of the purchase consideration and to pay related fees and expenses.

The commitment was intended to be drawn only to the extent that permanent financing was not obtained prior to the closing the ZT Acquisition.

On July 30, 2025, the Bridge Loan Facility was reduced from $ 2.5 billion to $ 800 million upon the Company entering into the New Credit Agreement (as defined below).

As of September 27, 2025, $ 24 million of financing fees incurred in connection with the Bridge Loan Facility were recorded as acquisition and integration charges in the consolidated statements of income as the Bridge Loan Facility was not utilized and was terminated in its entirety upon the close of ZT acquisition.

New Credit Agreement

On July 29, 2025 , the Company entered into a credit agreement (the “New Credit Agreement”) that provided for senior secured credit facilities in an aggregate of $ 3.5 billion (the “Credit Facilities”), consisting of a $ 1.5 billion revolving credit facility and a $ 2.0 billion term loan A facility.

As of September 27, 2025, the commitments under the New Credit Agreement were completely unfunded, and the Existing Credit Agreement remained in effect until the Credit Facilities were drawn at the closing of the ZT Acquisition, as described below.

Borrowings under the Credit Facilities have a maturity date of five years from the date when the Credit Facilities will be initially drawn (the “Initial Funding Date”), subject to extension as provided in the New Credit Agreement and will bear interest, at the Company’s option, at either a base or SOFR-based rate plus a margin that varies depending on the Company’s consolidated total net leverage ratio.

The Company expects that, at the time of the Initial Funding Date, the applicable margin for base rate and term SOFR-based rate borrowing would be 0.75 % and 1.75 %, respectively.

The Company is obligated to pay customary fees, including commitment fees on the unused portion of the revolving facility and letter of credit fees.

Additionally, the Company will pay a ticking fee at an annual rate of 0.25 % on the aggregate amount of the unfunded commitments regardless of whether the Initial Funding Date occurs.

As of the Initial Funding Date, the obligations under the New Credit Agreement are secured by first-priority liens on substantially all of the assets of the Company and the subsidiary guarantors, subject to certain exceptions and thresholds.

The New Credit Agreement requires the Company to comply with certain financial covenants, namely consolidated leverage ratio and a minimum interest coverage ratio, in both cases measured on the basis of a trailing 12-month look-back period.

In addition, the negative covenants limit the Company’s ability to incur additional debt, grant liens, make investments and other restricted payments, sell assets and pay dividends, subject to certain exceptions.

The New Credit Agreement also includes covenants that require the Company to file quarterly and annual financial statements with the SEC on a timely basis.

Debt issuance costs incurred in connection with the New Credit Agreement were $ 5 million as of September 27, 2025 and were recorded in other assets in the consolidated balance sheets.

Subsequent to the year ended September 27, 2025, the Company entered into Amendment No.

1 to the New Credit Agreement on October 20, 2025 to permit and finance the ZT Acquisition, including adding necessary definitions, funding conditions, and providing a delayed draw term loan A of $ 600 million, which may be drawn by the Company in up to two separate drawings during the period commencing on the closing of the ZT Acquisition and ending on the one year anniversary of such closing.

On October 27, 2025 (the “Closing Date”), the Company completed the acquisition of ZT Systems for a purchase consideration of up to $ 1.6 billion (subject to adjustment for certain working capital and other items) consisting of $ 1.46 billion in cash consideration and a number of shares of the Company’s common stock valued at $ 150 million (at $ 130.32 market value representing 1.2 million shares).

Pursuant to the acquisition agreement, the seller is also entitled up to $ 450 million in contingent cash consideration upon the achievement of certain financial metrics during the three-year period following the Closing Date.

See Note 16 “Business Combination” of the notes to the Consolidated Financial Statements contained in this report for details.

In addition, on October 27, 2025 , the Company executed an amendment to increase the Credit Facilities to include an $ 800 million term loan B facility.

Borrowings under the term loan B facility bears interest, at the Company’s option, at either SOFR plus 2.0 % or base rate plus 1.0 %.

To finance the cash portion of the acquisition and to settle all outstanding amounts under the Company’s Existing Credit Agreement, the Company simultaneously drew $ 1.4 billion under the term loan A facility and the full $ 800 million under the term loan B facility.

Concurrently on the Closing Date, the Existing Credit Agreement was fully repaid and the Bridge Loan Facility was terminated in its entirety.

Short-term Borrowing Facilities

Certain foreign subsidiaries of the Company had a total of $ 71 million of short-term borrowing facilities available, under which no borrowings were outstanding as of September 28, 2024.

Some of these facilities expire at various dates through the second quarter of 2025 and are expected to be renewed.

The Company had $ 8 million of short-term borrowings outstanding as of September 30, 2023 and no short-term borrowings outstanding as of September 28, 2024.

Certain foreign subsidiaries of the Company had a total of $ 71 million of uncommitted short-term borrowing facilities available, under which no borrowings were outstanding as of September 27, 2025.

Some of these facilities expire at various dates through the first quarter of 2027 and are expected to be renewed.

Debt Covenants

The Credit Agreement requires the Company to comply with certain financial covenants, namely a maximum consolidated leverage ratio and a minimum interest coverage ratio, in both cases measured on the basis of a trailing 12-month look-back period.

The Existing Credit Agreement requires the Company to comply with certain financial covenants, namely a maximum consolidated leverage ratio and a minimum interest coverage ratio, in both cases measured on the basis of a trailing 12-month look-back period.

In addition, the Company’s debt agreements contain a number of restrictive covenants, including restrictions on incurring additional debt, making investments and other restricted payments, selling assets and paying dividends, subject to certain exceptions.

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2025 September 28,

2023 October 1,

2024 September 30,

(In thousands)

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imputed interest 4,409

Accounts Receivable Sale Program

Under the sale of accounts receivable programs, the Company sells its entire interest in an accounts receivable for 100 % of face value, less a discount.

For the years ended September 28, 2024 and September 30, 2023, the Company sold approximately $ 1.1 billion and approximately $ 2.6 billion, respectively, of accounts receivable under these programs.

Upon sale, these receivables are removed from the consolidated balance sheets and cash received is presented as cash provided by operating activities in the consolidated statements of cash flows.

Discounts on sold receivables were $ 8 million and $ 19 million for the years ended September 28, 2024 and September 30, 2023, respectively, and were recorded in other expense, in the consolidated statements of income.

As of September 28, 2024 and September 30, 2023, $ 34 million and $ 162 million, respectively, of accounts receivable sold under the RPA and subject to servicing by the Company remained outstanding and had not yet been collected.

Accounts Receivable Sale Programs

The Company’s sole risk with respect to receivables it services is with respect to commercial disputes regarding such receivables.

2 unchanged sentences

Additionally, the Company is required to remit amounts collected as a servicer under the RPA on a weekly basis to the financial institutions that purchased the receivables.

As of September 28, 2024 and September 30, 2023, $ 3 million and $ 33 million, respectively, had been collected but not yet remitted.

This amount is classified in accrued liabilities on the consolidated balance sheets.

Trade receivables sold and discount on trade receivables sold under these programs are as follows:

September 27,

2025 September 28,

(In thousands)

Trade receivables sold $ 323,438 $ 1,143,315

Discount on trade receivables (1) $ 1,770 $ 7,636

(1) Recorded in other income (expense), net in the consolidated statements of income

Trade receivables sold under the RPA and subject to servicing by the Company that remained outstanding and uncollected and collected are as follows:

September 27,

2025 September 28,

(In thousands)

Outstanding and uncollected $ 12,813 $ 33,874

Outstanding and collected (1) $ 187 $ 2,688

(1) Amount collected but not yet remitted to bank as of September 27, 2025 and September 28, 2024 is classified in accrued liabilities on the consolidated balance sheets.

Contingencies

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The Company records a contingent liability when it is probable that a loss has been incurred and the amount of loss is reasonably estimable in accordance with ASC Topic 450, Contingencies, or other applicable accounting standards.

As of September 28, 2024 and September 30, 2023, the Company had reserves of $ 39 million and $ 34 million, respectively, for environmental matters, warranty, litigation and other contingencies (excluding reserves for uncertain tax positions), which the Company believes are adequate.

As of September 27, 2025 and September 28, 2024, the Company had reserves of $ 39 million for environmental matters, warranty,

litigation and other contingencies (excluding reserves for uncertain tax positions), which the Company believes are adequate.

However, there can be no assurance that the Company’s reserves will be sufficient to settle these contingencies.

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In June 2008, the Company was named by the Orange County Water District in a suit alleging that a predecessor company’s actions at a plant the Company sold in 1998 contributed to polluted groundwater managed by the plaintiff.

The complaint seeks recovery of compensatory and other damages, as well as declaratory relief, for the payment of costs necessary to investigate, monitor, remediate, abate and contain contamination of groundwater.

The complaint sought recovery of compensatory and other damages, as well as declaratory relief, for the payment of costs necessary to investigate, monitor, remediate, abate and contain contamination of groundwater.

In April 2013, all claims against the Company were dismissed.

3 unchanged sentences

Subsequent proceedings to assess the Company’s and other defendants’ liability for the plaintiff’s future remediation and other costs, including attorneys’ fees, were expected.

However, without admitting any liability, in August 2024, the Company and plaintiff agreed to settle this matter and all pending litigation in exchange for the Company’s payment to the plaintiff of $ 3 million.

Item 103 of the SEC’s Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions unless the Company reasonably believes the monetary sanctions, exclusive of interest and costs, will not equal or exceed a threshold which the Company determines is reasonably designed to result in disclosure of any such proceeding that is material to its business or financial condition.

Item 103 states that the disclosure threshold is $ 300,000 , or at our election, a threshold that does not exceed the lesser of $ 1 million or one percent of our consolidated current assets.

As permitted by Item 103, the Company has elected to adopt a quantitative threshold for environmental proceedings of $ 1 million.

Given the size of its operations, the Company believes that environmental matters under this threshold are not material to its business or financial condition.

On May 4, 2023, the Company received a summon to respond to a misdemeanor criminal complaint stemming from certain alleged violations of the California Health & Safety Code at the Company’s O’Toole Street plant in San Jose, California.

The charging document (as amended), filed in the Superior Court for Santa Clara County, alleged:

(a) improper releases of chlorine gas on four occasions, (b) improper and incomplete reporting of such releases, (c) improper treatment and storage of hazardous waste, and (d) improper assessment and record keeping regarding hazardous waste treatment system tanks.

In December 2024, after fully addressing the issues raised in the action, the Company pled nolo contendre to three of the alleged counts (the government dismissed all other counts) and agreed to pay fines and penalty assessments totaling $ 0.6 million, which payment was made in March 2025.

Other Matters

In December 2019, the Company sued a former customer, Dialight plc (“Dialight”), in the United States District Court for the Southern District of New York to collect unpaid accounts receivable and net obsolete inventory obligations now totaling $ 9 million (exclusive of interest and attorneys’ fees).

In December 2019, the Company sued a former customer, Dialight plc (“Dialight”), in the United States District Court for the Southern District of New York (the “Court”) to collect unpaid accounts receivable and net obsolete inventory obligations (which, by the time of the September 2024 trial referenced below, totaled $ 9 million, exclusive of interest and attorneys’ fees).

On the same day the Company filed its suit, Dialight commenced its own action in the same court.

Dialight alleged that the Company fraudulently misrepresented its capabilities to induce Dialight to enter into a Manufacturing Services Agreement (“MSA”) and then allegedly committed multiple, willful breaches of contract when performing under the MSA.

A trial took place in September 2024 and the jury awarded the Company $ 9 million on its claims and rejected Dialight’s claims for fraudulent inducement and willful breach of contract and awarded Dialight $ 1 million for breach of contract.

After a trial in September 2024, a jury awarded the Company the full $ 9 million on its claims, rejected Dialight’s claims for fraudulent inducement and willful breach of contract, and awarded Dialight $ 1 million for breach of contract (collectively, the “Verdict”).

The parties filed post-trial motions in October 2024, including a motion by the Company for prejudgment interest and its costs and expenses of the suit, and a motion by Dialight for pre-judgment and post-judgment interest, its costs and expenses of the suit and for a new trial.

A decision resolving these motions is expected in the first calendar quarter of 2025.

The Company will continue to prosecute vigorously its claims against Dialight and, ultimately, to defend on appeal and enforce any resulting judgment.

In May 2023, Sanmina Corporation and its SCI Technology, Inc.

Effective March 27, 2025, the parties entered into a Stipulation for Entry of Judgment and Conditional Covenant Not to Execute (the “Stipulation”), which resolved conclusively all pending claims and disputed issues through (i) a series of payments by Dialight to the Company over the next two years totaling $ 12 million, and (ii) Dialight’s assignment to Sanmina of the $ 2 million (including prejudgment interest) otherwise due Dialight from Sanmina’s

insurer in respect of the Verdict.

On April 4, 2025, the Court entered a final judgment consistent with the Stipulation, marking the end of this litigation.

On October 9, 2025, the Company and Dialight agreed to accelerate the payment schedule (final payment now is due December 31, 2025) and reduce the total amount due by $ 350,000 .

In May 2023, the Company and its SCI Technology, Inc.

subsidiary (“SCI”) received Civil Investigative Demands (“CIDs”) from the United States Department of Justice (“DOJ”) pursuant to the civil False Claims Act (“FCA”).

The stated purpose of the CIDs—a form of subpoena requiring responses to written interrogatories and the production of documents relating to certain contracts, projects, proposals, and business activities of SCI going back to 2010—is to determine whether there is or has been a violation of the FCA with respect to the provision of products and services to the government.

These CIDs supplement several CIDs relating to the same subject matter served upon SCI and certain current and former SCI and Sanmina Corporation employees beginning in August 2020, pursuant to which SCI produced documents and information and certain of the current and former employees provided oral testimony.

Sanmina and SCI cooperated with the DOJ investigation.

These CIDs supplemented several CIDs relating to the same subject matter served upon SCI and certain current and former SCI and Sanmina employees beginning in August 2020, pursuant to which SCI produced documents and information and certain of the current and former employees provided oral testimony.

The Company and SCI cooperated with the DOJ investigation.

On May 13, 2024, the Company learned that United States of America ex rel.

SCI Technology, Inc.

(the “Eckert Qui Tam Suit”) had been filed under seal in June 2020, and is now unsealed.

(the “Eckert Qui Tam Suit”) had been filed under seal by a former SCI employee in June 2020, and recently unsealed.

On May 13, 2024, the Company also learned that the DOJ had filed a notice in the Eckert Qui Tam Suit stating that, while its investigation would continue, it was declining to intervene at the current time.

The Eckert Qui Tam Suit, filed by a former SCI employee, alleges on behalf of the United States, 16 FCA counts that relate substantially to the same contracts and issues that the DOJ has investigated over the past four years, including making false certifications under the Truth in Negotiations Act and Cost Accounting Standards, submitting false cost and pricing data, fraudulently inducing the government to award contracts and violations of the Service Contract Act.

The complaint alleges such claimed violations defrauded the government in an amount approximating $ 100 million.

The complaint seeks, on behalf of the government, treble damages, civil penalties and interest payable thereon.

On October 7, 2024, Sanmina and SCI filed a motion to dismiss the Eckert Qui Tam Suit.

A decision on the motion is expected in the first half of calendar 2025.

Sanmina Corporation and SCI intend to defend vigorously against the claims made in the Eckert Qui Tam Suit.

The Company is unable to predict the ultimate outcome of the Eckert Qui Tam Suit, although a loss is currently not considered to be probable or estimable.

On November 14, 2023, employee Gerardo Ramirez, filed two lawsuits against the Company in the Alameda County Superior Court (together, the “Ramirez Cases”).

As narrowed by a September 23, 2025 court order granting in part and denying in part the Company and SCI’s motion to dismiss, the Eckert Qui Tam Suit alleges on behalf of the United States 6 FCA counts that relate substantially to the same contracts and issues that the DOJ previously had investigated, including making false certifications under the Truth in Negotiations Act and Cost Accounting Standards, claims for submitting false cost or pricing data, and overcharging the government through underpayment of certain employees in violation of the Service Contract Act.

The suit alleges such claimed violations defrauded the government in an amount approximating $ 100 million, and seeks, on behalf of the U.S.

government, treble damages, civil penalties, interest, attorneys’ fees and costs, and expenses of suit.

The Company and SCI intend to continue to defend vigorously the suit.

The Company is unable to predict the ultimate outcome of the Eckert Qui Tam Suit, although a loss currently is not considered to be probable or estimable.

On November 14, 2023, former employee Gerardo Ramirez filed two lawsuits against the Company in the Alameda County Superior Court (together, the “Ramirez Cases”).

The first, a putative class action, alleges violations of various California Labor Code and Wage Order requirements, including provisions governing overtime, meal and rest periods, minimum wage requirements, payment of wages during employment, wage statements, payroll records, and reimbursement of business expenses.

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On August 12, 2024, former employee Mando Gomez filed a class and PAGA action in the Alameda County Superior Court (the “Gomez Case”) alleging violations substantially similar to the violations in the Ramirez Cases.

The Gomez Case seeks certification of a class of all current and former non-exempt employees who worked for the Company (directly or via a staffing agency) within the State of California at any time between August 12, 2020 and final judgment, as well as unspecified damages, penalties, restitution,

attorneys’ fees, pre-judgment interest, and costs of suit.

On September 20, 2024, former employee Frank J.

Leon Guerrero filed a class action in the Alameda County Superior Court (the “Guerrero Case”) alleging violations substantially similar to the violations in the Ramirez Cases.

The Guerrero Case seeks certification of several classes comprised of all current and former non-exempt employees who worked for the Company (directly or via a staffing agency) within the State of California at any time between September 20, 2020 and final judgment, as well as unspecified damages, penalties, restitution, attorneys’ fees, pre- and post-judgment interest, and costs of suit.

The Company expects the Lobatos Cases, the Gomez Case, and the Guerrero Case to be related to or consolidated with the Ramirez Cases and intends to defend all such cases vigorously.

On September 20, 2024 and November 26, 2024, former employee Frank J.

Leon Guerrero filed class and PAGA actions in the Alameda County Superior Court (the “Guerrero Cases”) alleging violations substantially similar to the violations in the Ramirez Cases.

The Guerrero class action seeks certification of several classes comprised of all current and former non-exempt employees who worked for the Company (directly or via a staffing agency) within the State of California at any time between September 20, 2020 and final judgment, as well as unspecified damages, penalties, restitution, attorneys’ fees, pre- and post-judgment interest, and costs of suit.

The Company expects the Lobatos Cases, the Gomez Case, and the Guerrero Cases to be related to or consolidated with the Ramirez Cases and intends to defend all such cases vigorously.

For each of the pending matters noted above, the Company is unable to reasonably estimate a range of possible loss at this time.

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2025 September 28,

2023 October 1,

2024 September 30,

(In thousands)

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2025 September 28,

2023 October 1,

2024 September 30,

(In thousands)

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The Company’s provision for income taxes for 2025, 2024 and 2023 was $ 73 million ( 22 % of income before taxes), $ 80 million ( 25 % of income before taxes) and $ 85 million ( 21 % of income before taxes), respectively.

The effective tax rate for 2024 was higher than the expected U.S.

The effective tax rate for 2025 and 2024 was higher than the expected U.S.

statutory rate of 21% primarily due to foreign earnings taxed at rates higher than the U.S.

statutory rate, state taxes, and unfavorable permanent differences.

The effective tax rates for 2023 and 2022 were lower than the expected U.S.

statutory rate of 21 % primarily due to a $ 12 million and $ 16 million tax benefit, respectively, resulting from the release of certain foreign tax reserves due to lapse of time and expiration of statutes of limitations.

In connection with the sale of shares of Sanmina SCI India Private Limited (“SIPL”) to Reliance Strategic Business Ventures Limited ("RSBVL") on October 3, 2022, the Company recognized tax expense of $ 6 million for the year ended September 30, 2023, which was allocated to additional paid-in-capital.

See Note 16 "Strategic Transactions".

The effective tax rate for 2023 was lower than the expected U.S.

statutory rate of 21 % primarily due to a $ 12 million tax benefit resulting from the release of certain foreign tax reserves due to lapse of time and expiration of statutes of limitations.

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows:

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However, the majority of foreign net operating losses carryforward indefinitely.

As of September 28, 2024, the Company has federal tax credits of $ 22 million that expire between 2031 and 2044.

There are certain restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an “ownership change” as defined in the Internal Revenue Code.

As of September 27, 2025, the Company has federal tax credits of $ 8 million that expire in 2045.

There are certain restrictions on the

utilization of net operating loss and tax credit carryforwards in the event of an “ownership change” as defined in the Internal Revenue Code.

The utilization of certain net operating losses may be restricted due to changes in ownership and business operations.

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2025 September 28,

2023 October 1,

2024 September 30,

Federal tax at statutory tax rate 21.00 % 21.00 % 21.00 %

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2025 September 28,

2023 October 1,

2024 September 30,

(In thousands)

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Balance, end of year $ 44,029 $ 48,543 $ 44,707

The Company had reserves of $ 8 million as of each of September 28, 2024 and September 30, 2023 for the payment of interest and penalties relating to unrecognized tax benefits.

During 2024, the Company recognized an income tax benefit for interest and penalties of $ 1 million due to lapse of time and expiration of statutes of limitations compared to an income tax benefit of $ 4 million in 2023.

The Company had reserves of $ 9 million as of September 27, 2025 and $ 8 million as of September 28, 2024 for the payment of interest and penalties relating to unrecognized tax benefits.

During both 2025 and 2024, the Company recognized an income tax benefit for interest and penalties of $ 1 million due to lapse of time and expiration of statutes of limitations.

The Company recognizes interest and penalties related to liabilities for unrecognized tax benefits as a component of income tax expense.

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The Company disagrees with the IRS’s position as asserted in the RAR and is vigorously contesting this matter through the applicable IRS administrative and judicial procedures, as appropriate.

The Company does not expect resolution of this matter within twelve months and cannot predict with any certainty the timing of such resolution.

Although the final resolution of this matter remains

uncertain, the Company continues to believe that it is more likely than not the Company’s tax position will be sustained.

The Company cannot predict with any certainty the timing of the resolution.

Although the final resolution of this matter remains uncertain, the Company continues to believe that it is more likely than not the Company’s tax position will be sustained.

However, an unfavorable resolution of this matter could have a material adverse impact on the Company’s consolidated financial statements.

Additionally, the Company is being audited by various state tax agencies and certain foreign countries.

To the extent the final tax liabilities are different from the amounts accrued, the increases or decreases would be recorded as income tax expense or benefit in the consolidated statements of income.

To the extent the final tax liabilities are different from the amounts accrued, the increases or decreases would be recorded as income tax

expense or benefit in the consolidated statements of income.

Although the Company believes that the resolution of these audits will not have a material adverse impact on the Company’s results of operations, the outcome is subject to uncertainty.

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The adoption and effective dates of these rules may vary by country and could increase tax complexity and uncertainty and may adversely affect the Company’s provision for income taxes.

The Company does not expect any material impact from these tax law changes in fiscal 2025.

There was no material impact from these tax law changes in fiscal 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax frame work, and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

Those that did have an effect on the Company’s fiscal 2025 tax year, such as 100% bonus reinstatement, have been calculated and included in the Company’s provision for income taxes.

There was no material impact from the OBBBA to the fiscal 2025 financial statements.

Earnings Per Share

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2025 September 28,

2023 October 1,

2024 September 30,

(In thousands, except per share amounts)

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Stockholders’ Equity

The Company's 2009 Stock Plan (“2009 Plan”) expired as to future grants on January 26, 2019.

Although the 2009 Plan expired, it will continue to govern all awards granted under it prior to its expiration date.

On March 11, 2019, the Company's stockholders approved the Company’s 2019 Equity Incentive Plan (“2019 Plan”) and the reservation of 4 million shares of common stock for issuance thereunder, plus any shares subject to stock options or similar awards granted under the 2009 Plan that expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted that are forfeited by the Company.

As of September 28, 2024, an aggregate of 5 million shares were authorized for future issuance under the Company’s stock plans, of which 3 million of such shares were issuable upon exercise of outstanding options and delivery of shares upon vesting of restricted stock units and 2 million shares of common stock were available for future grant.

On March 11, 2019, the Company’s stockholders approved the Company’s 2019 Equity Incentive Plan (“2019 Plan”) and the reservation of 4 million shares of common stock for issuance thereunder, including any shares subject to stock options or similar awards granted under the 2009 Stock Plan that expired or otherwise terminated without having been exercised in full and shares issued pursuant to awards granted that are forfeited by the Company.

As of September 27, 2025, an aggregate of 5 million shares were authorized for future issuance under the Company’s stock plans, of which 3 million of such shares were for issuance upon vesting of restricted stock units and 2 million shares of common stock were available for future grant.

Awards other than stock options reduce common stock available for grant by 1.36 shares for every share of common stock subject to such an award.

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During 2025, 2024 and 2023, the Company repurchased 1.4 million shares, 4.0 million shares and 1.6 million shares of its common stock for $ 114 million, $ 227 million and $ 84 million (including commissions), respectively, under stock repurchase programs authorized by the Company’s Board of Directors.

During the second quarter of 2025, the Company’s Board of Directors authorized the repurchase of up to $ 300 million of the Company’s common stock in the open market or in negotiated private transactions.

These programs have no expiration dates and the timing of repurchases will depend upon capital needs to support the growth of the Company’s business, market conditions and other factors.

Although stock repurchases are intended to increase stockholder value, they also reduce the Company’s liquidity.

As of September 28, 2024, an aggregate of $ 53 million remains available under these programs.

In addition to the repurchases discussed above, the Company withheld 0.5 million, 0.4 million and 0.4 million shares of its common stock during 2024, 2023, and 2022, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock units.

The Company paid $ 26 million, $ 23 million and $ 14 million, respectively, to applicable tax authorities in connection with these repurchases.

As of September 27, 2025, an aggregate of $ 239 million remains available under the stock purchase program.

In addition to the repurchases discussed above, the Company withheld 0.5 million of its common stock during each of 2025 and 2024 and 0.4 million shares of its common stock during 2023, in settlement of employee tax withholding obligations due upon the vesting of restricted stock units.

Accumulated Other Comprehensive Income

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Total $ 69,620 $ 66,741

Unrealized holding gain (loss) on derivative financial instruments includes gains or losses from interest rate swap agreements with independent counterparties to partially hedge the variability in cash flows due to changes in the benchmark interest rate (SOFR) associated with anticipated variable rate borrowings.

Interest rate swaps with an aggregate notional amount of $ 300 million and $ 650 million were outstanding as of September 28, 2024 and September 30, 2023, respectively.

Business Segment and Geographic Information

The Company's chief operating decision making group is the Chief Executive Officer who allocates resources and assesses performance of operating segments based on a measure of revenue and gross profit that excludes items not directly related to the Company's ongoing business operations.

These items are typically either non-recurring or non-cash in nature.

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer who allocates resources and assesses performance of operating segments based on sales and a measure of segment gross profit that excludes items not directly related to the Company’s ongoing business operations.

This assessment is predominantly performed during the Company’s annual budgeting and quarterly forecasting process where segment resourcing decisions, such as employee and capital, are made.

Segment revenue is attributable to the segment for which the products are manufactured or services are performed.

Intersegment sales consist primarily of sales of components from CPS to IMS.

Segment income, which is the segment gross profit, generally does not include stock-based compensation expense, litigation settlements, charges resulting from distressed customers and are either non-recurring or non-cash in nature.

Segment information is as follows:

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2025 September 28,

2023 October 1,

2024 September 30,

(In thousands)

IMS $ 6,072,053 $ 7,328,651 $ 6,413,606

CPS 1,598,397 1,747,854 1,655,183

Intersegment sales ( 102,122 ) ( 141,457 ) ( 149,167 )

Reportable segment - IMS $ 6,556,736 $ 6,072,053 $ 7,328,651

Other segments - CPS 1,697,438 1,598,397 1,747,854

Intersegment sales elimination ( 125,792 ) ( 102,122 ) ( 141,457 )

Net sales $ 8,128,382 $ 7,568,328 $ 8,935,048

Reportable segment expenses - IMS:

Cost of sales 6,005,539 5,577,256 6,727,871

Total expenses $ 6,005,539 $ 5,577,256 $ 6,727,871

Gross Profit:

IMS $ 456,610 $ 561,166 $ 462,606

203,948 202,000 175,509

Total 660,558 763,166 638,115

Unallocated corporate items (1) ( 20,129 ) ( 19,955 ) ( 15,909 )

Total $ 640,429 $ 743,211 $ 622,206

Reportable segment gross profit - IMS $ 507,352 $ 456,610 $ 561,166

Other segments gross profit - CPS 236,453 203,948 202,000

Selling, general and administrative (1) ( 248,247 ) ( 227,327 ) ( 222,291 )

Research and development (1) ( 29,801 ) ( 27,467 ) ( 25,569 )

Stock-based compensation expense ( 63,396 ) ( 57,407 ) ( 50,402 )

Restructuring ( 6,319 ) ( 10,227 ) ( 6,054 )

Acquisition and integration charges ( 34,162 ) — —

Interest income 15,855 12,440 13,595

Interest expense ( 20,151 ) ( 29,183 ) ( 36,290 )

Other income (expense), net ( 10,844 ) ( 1,216 ) ( 20,156 )

Other corporate expenses (2) ( 7,312 ) ( 2,636 ) ( 3,192 )

Income before income taxes $ 339,428 $ 317,535 $ 412,807

(1) Amount excludes allocation of stock-based compensation expense.

(2) Primarily related to corporate unallocated expenses such as charges or credits resulting from distressed customers, litigation settlements and amortization of intangible assets.

September 27,

2025 September 28,

2024 September 30,

(In thousands)

Depreciation and amortization:

IMS $ 81,880 $ 79,508 $ 73,914

CPS 36,205 34,348 30,061

Reportable segment - IMS $ 76,918 $ 81,880 $ 79,508

Other segments - CPS 37,635 36,205 34,348

Total 114,553 118,085 113,856

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Capital expenditures (receipt basis):

IMS $ 57,933 $ 114,036 $ 94,636

CPS 40,903 53,102 55,993

Reportable segment - IMS $ 112,610 $ 57,933 $ 114,036

Other segments - CPS 68,149 40,903 53,102

Total 180,759 98,836 167,138

1 unchanged sentence

Total $ 184,852 $ 104,323 $ 174,387

(1) For purposes of evaluating segment performance, management excludes certain items from its measures of gross profit.

These items consist of stock-based compensation expense, amortization of intangible assets, charges or credits resulting from distressed customers, litigation settlements and investigation costs.

(1) Primarily related to selling, general and administration functions.

Segment assets, consisting of accounts receivable, inventories and fixed assets, are substantially proportional to segment sales.

September 27,

2025 September 28,

2024 September 30,

(In thousands)

Segment assets:

Reportable segment - IMS (1) $ 3,109,754 $ 2,591,909 $ 2,173,170

Other unallocated assets 2,748,419 2,230,936 2,700,798

Total assets $ 5,858,173 $ 4,822,845 $ 4,873,968

(1) Segment assets consists of accounts receivable, inventories and property, plant and equipment, net.

Long-lived assets, net by geographic area is as follows:

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2025 September 28,

2024 September 30,

(In thousands)

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2025 September 28,

2023 October 1,

2024 September 30,

(In thousands)

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Vested/Forfeited/Cancelled ( 1,371 ) 36.45

Outstanding as of October 1, 2022

Outstanding as of September 30, 2023

2,881 45.07 1.14 150,547

18 unchanged sentences

Deferrals under this plan were immaterial.

Assets associated with these plans were $ 47 million and $ 38 million as of September 28, 2024 and September 30, 2023, respectively.

Liabilities associated with these plans were $ 47 million and $ 38 million as of September 28, 2024 and September 30, 2023, respectively.

These amounts are recorded in other non-current assets and other long-term liabilities on the consolidated balance sheets.

Defined benefit plans covering certain employees in the United States and Canada were frozen in 2001.

During 2022, the Board of Directors approved the termination of the Company's frozen U.S.

defined benefit plan, effective July 3, 2022.

In connection with this termination, the Company purchased a group annuity contract for $ 6 million during 2022 that provides for the administration of future payments to eligible plan participants.

In addition, the Company recorded a pension settlement charge of $ 2 million during 2022, which includes the reclassification of unrecognized pension losses from accumulated other comprehensive income to other expense on the consolidated statements of income.

The Company provides defined benefit pension plans in certain other countries.

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Plan assets are invested in mutual funds that are valued using the net asset value that is quoted in active markets (Level 1 input).

These plans are managed consistent with regulations or market practices of the country in which the assets are invested.

These plans are managed consistent with regulations or market practices of the country in which

the assets are invested.

As of September 27, 2025, there were no significant concentrations of credit risk related to pension plan assets.

All other amounts and assumptions were not material for any period presented herein.

Strategic Transactions

India Joint Venture

In 2023, the Company entered into a joint venture transaction pursuant to which RSBVL acquired 50.1 % of the outstanding shares of SIPL, the Company’s existing Indian manufacturing entity for $ 216 million of cash.

The remaining 49.9 % is held by the Company.

In accordance with ASC Topic 810, Consolidation (“ASC 810”), the Company is required to consolidate entities in which it has a controlling financial interest.

Therefore, the Company has, by contract, the unilateral ability to control the significant decisions made in the ordinary course of SIPL’s business.

Because the Company has a controlling financial interest in SIPL, it consolidates SIPL.

However, the Company periodically assesses whether any changes in facts and circumstances have occurred that could require the Company to deconsolidate SIPL.

SIPL’s cash and cash equivalents balance of $ 200 million as of September 28, 2024 is not available for general corporate purposes and must be retained in SIPL to fund its operations.

Business Combination

On May 18, 2025, the Company entered into the Equity Purchase Agreement to acquire ZT Systems from AMD Design, LLC, a wholly owned subsidiary of Advanced Micro Devices, Inc., pursuant to which the Company will purchase all of the outstanding equity interests of ZT Systems, a provider of AI and general purpose computer infrastructure for hyperscale computing companies.

Under the Equity Purchase Agreement, the Company will acquire ZT Systems’ data center infrastructure manufacturing business, excluding certain research and development functions.

The consideration is subject to certain adjustments based on ZT System’s closing cash, closing net working capital relative to a target amount, closing indebtedness and closing expenses.

In connection with the execution of the Equity Purchase Agreement, the Company obtained the Bridge Loan Facility in an aggregate principal amount of up to $ 2.5 billion to fund a portion of the purchase consideration in the ZT Acquisition and to pay related fees and expenses.

The commitment was intended to be drawn only to the extent that permanent financing was not obtained prior to closing the ZT Acquisition.

On July 29, 2025 , the Company entered into the New Credit Agreement that provides for $ 3.5 billion in Credit Facilities, consisting of a $ 1.5 billion revolving credit facility and a $ 2.0 billion term loan A facility.

On July 30, 2025, the Bridge Loan Facility was reduced from $ 2.5 billion to $ 800 million, upon the Company entering into the New Credit Agreement.

Effective October 20, 2025, the Company executed an amendment to permit and finance the ZT Acquisition, including adding necessary definitions, funding conditions, and providing a delayed draw term loan A of $ 600 million, which may be drawn by the Company in up to two separate drawings during the period commencing on the closing of the ZT Acquisition and ending on the one year anniversary of such closing.

Additionally, effective October 27, 2025 , the Company executed an amendment to increase the Credit Facilities to, among other amendments, include a $ 800 million term loan B facility.

During the year ended September 27, 2025, the Company incurred $ 34 million of acquisition and integration charges.

These costs primarily consisted of advisory, legal, accounting, and other professional and consulting fees, and were expensed as incurred.

On the Closing Date, the Company completed the acquisition of ZT Systems pursuant to the Equity Purchase Agreement for a purchase consideration of $ 1.6 billion (subject to adjustment for certain working capital and other items) consisting of $ 1.46 billion in cash consideration and a number of shares of the Company’s common stock valued at $ 150 million (at $ 130.32 market value representing 1.2 million shares).

The Company also entered into a Manufacturing Services Agreement with ZT Systems on October 27, 2025 with an initial term of five years.

This transaction will be accounted for as a business combination using the acquisition method of accounting.

To finance the acquisition and settle all outstanding amounts under the Company’s Existing Credit Agreement, the Company simultaneously drew upon its Credit Facilities at the Closing Date.

The Company is in the process of determining the fair values of the acquired assets and assumed liabilities, with assistance from a third-party specialist.

The initial accounting for the ZT Acquisition is incomplete due to the proximity of the transaction date to the filing of the Annual Report on Form 10-K for the fiscal year ended September 27, 2025.

The preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed are anticipated to be completed in the first quarter of fiscal 2026.

The preliminary allocation is expected to result in the recognition of goodwill, intangible assets and tangible assets such as accounts receivable, inventories and property, plant, and equipment.

The major classes of liabilities assumed are anticipated to be accounts payable, accrued liabilities and other long-term liabilities.

See Note 6, “Debt” of the notes to the Consolidated Financial Statements contained in this report.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data