Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our management does not expect that our disclosure controls and procedures will prevent all errors and all fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that their objectives are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits of disclosure controls and procedures must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of disclosure controls and procedures can provide absolute assurance that all disclosure control issues and instances of fraud, if any, have been detected. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 27, 2025.
Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 27, 2025 to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
(b) Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 27, 2025. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of September 27, 2025 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
The effectiveness of our internal control over financial reporting as of September 27, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8.
(c) Remediation of Previously Identified Material Weaknesses
As previously disclosed in Part II, Item 9A, “Controls and Procedures”, in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024, our management identified material weaknesses in fiscal 2023 and fiscal 2024. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses we previously reported were as follows:
• We identified material weaknesses in the control environment at one of our divisions due to this division maintaining an inappropriate tone at the top. 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. Additionally, we did not maintain 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 our financial reporting requirements. These material weaknesses contributed to an additional material weakness that the division did not design and maintain effective controls over the quarterly contract estimate review process, which lead to the failure to timely and appropriately record adjustments to quarterly estimates.
• We identified an additional material weakness as the Company did not design and maintain effective controls to properly support and account for the transfer of control to its customers of certain raw materials inventory.
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Management has concluded that these material weaknesses have been remediated as of the end of fiscal 2025. The applicable controls have been in place and operated for a sufficient period of time and management concluded, through testing, that these controls were operating effectively.
(d) Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 27, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
During the fiscal quarter ended September 27, 2025, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
The information called for by Items 10, 11, 12, 13 and 14 of Part III is incorporated by reference from our definitive Proxy Statement to be filed in connection with our 2026 Annual Meeting of Stockholders pursuant to Regulation 14A, except that the information regarding our executive officers called for by Item 401(b) of Regulation S-K has been included in Part I of this report.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) (1) Financial Statements. The following financial statements are filed under Item 8 hereof as part of this report:
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
45
Financial Statements:
Consolidated Balance Sheets, As of September 27, 2025 and September 28, 2024 47
Consolidated Statements of Income, Years Ended September 27, 2025, September 28, 2024 and September 30, 2023 48
Consolidated Statements of Comprehensive Income, Years Ended September 27, 2025, September 28, 2024 and September 30, 2023 49
Consolidated Statements of Stockholders’ Equity, Years Ended September 27, 2025, September 28, 2024 and September 30, 2023 50
Consolidated Statements of Cash Flows, Years Ended September 27, 2025, September 28, 2024 and September 30, 2023 51
Notes to Consolidated Financial Statements
52
Note 1. Organization of Sanmina
52
Note 2. Summary of Significant Accounting Policies
52
Note 3. Balance Sheet Details
58
Note 4. Revenue
59
Note 5. Financial Instruments and Concentration of Credit Risk
60
Note 6. Debt
63
Note 7. Leases
66
Note 8. Accounts Receivable Sale Programs
67
Note 9. Contingencies
67
Note 10. Income Taxes
70
Note 11. Earnings Per Share
73
Note 12. Stockholders’ Equity
73
Note 13. Business Segment and Geographic Information
74
Note 14. Stock- b ased Compensation
76
Note 15. Employee Benefit Plans
77
Note 16. Business Combination
78
(2) Financial Statement Schedules. The following financial statement schedule of Sanmina Corporation is filed as part of this report on Form 10-K immediately after the signature pages hereto and should be read in conjunction with our Financial Statements included in this Item 15:
Schedule II-Valuation and Qualifying Accounts, Years Ended September 27, 2025, September 28, 2024 and September 30, 2023
All other schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or the notes thereto.
(3) Exhibits. Refer to Item 15(b) immediately below.
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(b) Exhibits
Incorporated by Reference Herein
Exhibit
Number Description Form Exhibit Filing Date
2.1# Equity Purchase Agreement dated as of May 18, 2025, by and among Sanmina Corporation, Advanced Micro Devices, Inc., AMD Design, LLC, and ZT Group Int’l, Inc.
8-K 2.1 May 19, 2025
3.1 Restated Certificate of Incorporation of the Registrant, dated January 31, 1996.
10-K 3.2 December 24, 1996
3.2 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated March 9, 2001.
10-Q 3.1(a) May 11, 2001
3.3 Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Registrant, dated May 31, 2001.
S-4 3.1.2 August 10, 2001
3.4 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated December 7, 2001.
10-K 3.1.3 December 21, 2001
3.5 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, as amended, dated July 27, 2009.
8-K 3.6 August 19, 2009
3.6 Certificate of Ownership and Merger as filed with the Secretary of State of Delaware effective November 15, 2012.
10-K 3.7 November 21, 2012
3.7 Certificate of Merger as filed with the Secretary of State of Delaware on October 3, 2016.
10-K 3.9 November 16, 2023
3.8 Amended and Restated Bylaws of the Registrant, as amended June 19, 2025.
8-K 3.1 June 23, 2025
4.1 Description of the Registrant ’ s Securities
10-K 4.5 November 8, 2019
10.1†
Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan dated June 9, 2008.
10-Q 10.74 August 4, 2008
10.2†
Second Amendment to the Sanmina Corporation Deferred Compensation Plan adopted as of May 12, 2015.
10-Q 10.30 July 24, 2015
10.3†
First Amendment to the Sanmina-SCI Corporation Deferred Compensation Plan.
10-K 10.28 November 19, 2015
10.4†
Amendment No. 3 to Sanmina-SCI Corporation Deferred Compensation Plan.
10-K 10.29 November 19, 2015
10.5†
Fourth Amendment to the Sanmina Corporation Deferred Compensation Plan.
10-K 10.32 November 13, 2017
10.6†
Fifth Amendment to Sanmina Corporation Deferred Compensation Plan.
10-K 10.22 November 15, 2018
10.7†
Sixth Amendment to Sanmina Corporation Deferred Compensation Plan.
10-K 10.23 November 15, 2018
10.8†
Revised form of Officer and Director Indemnification Agreement.
10-Q 10.42 August 4, 2008
10.9†
Form of Change of Control Severance Benefit Agreement.
10-Q 10.48 February 5, 2010
10.10†
Amendment to employment offer letter between Sanmina Corporation and Alan Reid dated March 12, 2010.
10-Q 10.48 January 31, 2014
10.11†
2019 Equity Incentive Plan, as amended
10-Q 10.29 April 28, 2025
10.12†
Form of Restricted Stock Unit Award Agreement for use under 2019 Equity Incentive Plan
10-Q 10.30 May 2, 2019
10.13†
Form of Stock Option Award Agreement for use under 2019 Equity Incentive Plan
10-Q 10.31 May 2, 2019
10.14±
Joint Venture and Shareholders’ Agreement dated as of March 3, 2022 by and among Reliance Strategic Business Ventures Limited, Sanmina Corporation, Sanmina-SCI Systems Singapore Pte Ltd and Sanmina-SCI India Private Limited.
10-Q 10.39.1 May 4, 2022
10.15±
Form of Management Services Agreement by and among Reliance Strategic Business Ventures Limited, Sanmina Corporation, Sanmina-SCI Systems Singapore Pte Ltd and Sanmina-SCI India Private Limited.
10-Q 10.39.2 May 4, 2022
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10.16±
Form of Business Transfer Agreement by and between Sanmina-SCI Technology India Private Limited and a wholly-owned subsidiary of Sanmina Corporation to be incorporated under the laws of India.
10-Q 10.39.3 May 4, 2022
10.17±
Form of Services Agreement by and between Sanmina Corporation and Sanmina-SCI India Private Limited.
10-Q 10.39.4 May 4, 2022
10.18±
Form of Services Agreement by and between Sanmina-SCI India Private Limited and Sanmina Corporation.
10-Q 10.39.5 May 4, 2022
10.19 Form of IP and Know-How License Agreement by and between Sanmina Corporation and Sanmina-SCI India Private Limited.
10-Q 10.39.6 May 4, 2022
10.20 Form of Trademark License Agreement among Sanmina Corporation and Sanmina-SCI India Private Limited.
10-Q 10.39.7 May 4, 2022
10.21±
Receivables Purchase Agreement dated as of August 31, 2023 by and among Sanmina Corporation, as Seller, Servicer and Guarantor, the other Sellers and Servicers described therein, the buyers described therein and Truist Bank as Administrative Agent.
10-Q 10.43 November 16, 2023
10.22±
Amendment No. 1, dated May 17, 2024, to the Receivables Purchase Agreement dated August 31, 2023, by and among Sanmina Corporation, as Seller, Servicer and Guarantor, the other Sellers and Servicers described therein, the buyers described therein and Truist Bank as Administrative Agent.
10-K 10.45 July 31, 2024
10.23#* Credit Agreement dated as of July 29, 2025 among Sanmina Corporation, certain subsidiaries of Sanmina Corporation designated therein, Bank of America, N.A. and the other lenders party thereto .
14.1 Code of Business Conduct and Ethics of the Registrant.
10-K 14.1 November 12, 2021
19.1 Insider Trading Policy.
10-K 19.1 November 27, 2024
21.1* Subsidiaries of the Registrant .
23.1* Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm .
24.1* Power of Attorney (included in signature page).
31.1* Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
31.2* Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
32.1** Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2** Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
97.1 Sanmina Corporation Policy for Reimbursement of Incentive Payments.
10-K 97.1 November 16, 2023
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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# Portions of this exhibit have been omitted in accordance with Item 601 of Regulation S-K under the Securities Act of 1933. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits upon request by the SEC.
† Compensatory plan in which an executive officer or director participates.
± Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933.
* Filed herewith.
** This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
(c) Financial Statement Schedules. See Item 15(a)(2) above.
Item 16. Form 10-K Summary
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Sanmina Corporation
(Registrant)
By: /s/ JURE SOLA
Jure Sola
Chief Executive Officer
Date: November 13, 2025
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jure Sola and Jonathan Faust and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ JURE SOLA Chairman and Chief Executive Officer and Director
(Principal Executive Officer) November 13, 2025
Jure Sola
/s/ JONATHAN FAUST Executive Vice President and Chief Financial Officer (Principal Financial Officer) November 13, 2025
Jonathan Faust
/s/ VISHNU GANGASWAMY VENKATESH Senior Vice President, Global Controller and Chief Accounting Officer (Principal Accounting Officer) November 13, 2025
Vishnu Gangaswamy Venkatesh
/s/ SUSAN K. BARNES Director November 13, 2025
Susan K. Barnes
/s/ DAVID HEDLEY III Director November 13, 2025
David V. Hedley III
/s/ SUSAN A. JOHNSON Director November 13, 2025
Susan A. Johnson
/s/ JOSEPH G. LICATA, Jr. Director November 13, 2025
Joseph G. Licata, Jr.
/s/ MICHAEL J. LOPARCO Director November 13, 2025
Michael J. Loparco
/s/ KRISH PRABHU Director November 13, 2025
Krish Prabhu
/s/ MYTHILI SANKARAN Director November 13, 2025
Mythili Sankaran
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FINANCIAL STATEMENT SCHEDULE
The financial statement Schedule II-VALUATION AND QUALIFYING ACCOUNTS is filed as part of this annual report on Form 10-K.
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
Balance at Beginning of Period Additions Balance at End of Period
Charged to Costs and Expenses Charged to Other Accounts Deductions
(In thousands)
Allowances for Doubtful Accounts, Product Returns and Other Net Sales Adjustments
Fiscal year ended September 30, 2023 $ 14,913 $ 356 $ — $ — $ 15,269
Fiscal year ended September 28, 2024 $ 15,269 $ ( 814 ) $ — $ — $ 14,455
Fiscal year ended September 27, 2025 $ 14,455 $ 541 $ — $ — $ 14,996
Valuation Allowance on Deferred Tax Assets
Fiscal year ended September 30, 2023 $ 118,210 $ 361 $ — $ ( 2,496 ) $ 116,075
Fiscal year ended September 28, 2024 $ 116,075 $ 6,462 $ — $ ( 1,502 ) $ 121,035
Fiscal year ended September 27, 2025 $ 121,035 $ 2,838 $ — $ ( 2,985 ) $ 120,888
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