Sanmina Corp Completes Acquisition, Reports Equity Sales

TL;DR

SANM closed an acquisition and sold some stock.

AI Summary

On October 27, 2025, Sanmina Corporation (SANM) entered into a material definitive agreement related to its acquisition of a business. The company also reported the completion of this acquisition, which involved a financial obligation. Additionally, Sanmina disclosed unregistered sales of equity securities and provided financial statements and exhibits.

Why It Matters

This filing indicates significant corporate activity for Sanmina, including a completed acquisition and potential dilution from equity sales, which could impact its financial structure and future performance.

Risk Assessment

Risk Level: medium — The filing details a completed acquisition and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Sanmina Corporation (company) — Registrant
• October 27, 2025 (date) — Date of earliest event reported
• 0000897723 (company) — Central Index Key for Sanmina Corp

FAQ

Key Financial Figures

• $3.5 b — ies in an aggregate principal amount of $3.5 billion, consisting of a $1.5 billion rev
• $1.5 billion — amount of $3.5 billion, consisting of a $1.5 billion revolving credit facility and a $2.0 bi
• $2.0 billion — billion revolving credit facility and a $2.0 billion term loan A facility (the "Term Loan A
• $600,000,000 — ings, (i) provide for a reallocation of $600,000,000 of Term Loan A Facility commitments fro
• $800,000,000 — the Credit Agreement to provide for an $800,000,000 incremental term loan facility in the f
• $2.4 b — consisted of (i) cash consideration of $2.4 billion, subject to adjustments for closi
• $150 m — ock, representing an aggregate value of $150 million, determined based on per share pr
• $130 — determined based on per share price of $130.3155, the volume-weighted average tradi
• $450 million — eller is also eligible to receive up to $450 million in contingent cash consideration upon t
• $1.4 billion — er the Credit Agreement as follows: (i) $1.4 billion in borrowings under the Term Loan A Fac
• $800 million — under the Term Loan A Facility and (ii) $800 million in borrowings under the Term Loan B Fac
• $850,000,000 — chase facility with a facility limit of $850,000,000. As of October 31, 2025, there are no o
• $0.01 — ares of Sanmina common stock, par value $0.01 per share, having an aggregate value of

Filing Documents

• tm2529655d1_8k.htm (8-K) — 45KB
• 0001104659-25-104927.txt ( ) — 212KB
• sanm-20251027.xsd (EX-101.SCH) — 3KB
• sanm-20251027_lab.xml (EX-101.LAB) — 33KB
• sanm-20251027_pre.xml (EX-101.PRE) — 22KB
• tm2529655d1_8k_htm.xml (XML) — 3KB

02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. ITEM2.01 Completion of Acquisition or Disposition of Assets On October 27, 2025 (the "Closing Date"), Sanmina completed the acquisition of all of the issued and outstanding equity interests of ZT Group Int'l, Inc. ("ZT Systems") and its subsidiaries from AMD Design, LLC pursuant to that certain Equity Purchase Agreement, dated May 18, 2025 (the "Purchase Agreement," and such transactions the "Acquisition"). ZT Systems is a provider of AI and general-purpose compute infrastructure for hyperscale computing companies. The seller is AMD Design, LLC (the "Seller"), a wholly owned subsidiary of Advanced Micro Devices, Inc ("AMD"). Other than in respect of the Purchase Agreement and certain commercial agreements entered into in connection with the Acquisition, there are no material relationships between Sanmina and the Seller or its affiliates. The aggregate consideration payable at closing consisted of (i) cash consideration of $2.4 billion, subject to adjustments for closing cash, closing indebtedness, closing expenses and net working capital relative to a target amount as provided in the Purchase Agreement and (ii) 1,151,052 shares of Sanmina common stock, representing an aggregate value of $150 million, determined based on per share price of $130.3155, the volume-weighted average trading price of Sanmina's common stock for the five trading days ending on and including the second trading day immediately preceding the Closing Date. The Seller is also eligible to receive up to $450 million in contingent cash consideration upon the achievement of certain financial metrics during the three-year period following the closing. The foregoing description of the Purchase Agreement and the Acquisition is not complete and is subject to and qualified in its entirety by reference to the Purchase Ag

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements concerning Sanmina, the Seller and ZT Systems, the transactions, commercial arrangements and financing described herein, and other matters. These forward-looking statements address, among other things, anticipated future plans, objectives, strategies, events, results of operations, or financial condition, and are based on current expectations, estimates, and projections. Such statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Forward-looking can often, but not always, be identified by the use of words such as "believes," "expects," "may," "will," "should," "could," "seeks," "intends," "plans," "targets," "pro forma," "estimates," "anticipates," "designed," "forecasts," "projects," "potential," "continue," "would," or the negative of these words and phrases, and similar expressions or comparable terminology. These statements include, without limitation, statements regarding: the strategic and financial benefits and costs of the Acquisition, including estimated total consideration; the expected indebtedness, interest rates and liquidity under the Credit Agreement and the incremental term loan facility; the expected availability and potential benefits of the receivables purchase facility under the Receivables Purchase Agreement; and other statements of future events or conditions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the statements. These risks include, but are not limited to: the possibility that the Company may not realize the expected benefits, cost savings, accretion, synergies or growth from the Acquisition, if at all, or that such benefits may be delayed; failu

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View this 8-K filing on SEC EDGAR