UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~June 27, ~~2024~~2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to _____________

Commission File Number: 001-39675

ALLEGRO MICROSYSTEMS, INC.

(Exact name of registrant as specified in its charter)


Delaware	46-2405937
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
955 Perimeter Road Manchester, New Hampshire	03103
(Address of principal executive offices)	(Zip Code)

(603) 626-2300

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ALGM		The ~~Nasdaq~~NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~January~~July 2728, 2025, the registrant had ~~184~~185,~~125~~040,~~032~~489 shares of common stock, par value $0.01 per share, outstanding.

TABLE OF CONTENTS

		Page
	Forward-Looking Statements	2
PART I.	Financial Information	3
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of December 27, 2024 and March 29, 2024 (Unaudited)	3
	Condensed Consolidated Balance Sheets as of June 27, 2025 and March 28, 2025 (Unaudited)	3
	Condensed Consolidated Statements of Operations for the three- and nine-month periods ended December 27, 2024 and December 29, 2023 (Unaudited)	4
	Condensed Consolidated Statements of Operations for the three-month periods ended June 27, 2025 and June 28, 2024 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive (Loss) Income for the three- and nine-month periods ended December 27, 2024 and December 29, 2023 (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive Loss for the three-month periods ended June 27, 2025 and June 28, 2024 (Unaudited)	5
	Condensed Consolidated Statements of Changes in Equity for the three- and nine-month periods ended December 27, 2024 and December 29, 2023 (Unaudited)	6
	Condensed Consolidated Statements of Changes in Equity for the three-month periods ended June 27, 2025 and June 28, 2024 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the nine-month periods ended December 27, 2024 and December 29, 2023 (Unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the three-month periods ended June 27, 2025 and June 28, 2024 (Unaudited)	7
	Notes to Unaudited Condensed Consolidated Financial Statements	98
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3126
Item 4.	Controls and Procedures	3127
PART II.	Other Information	3228
Item 1.	Legal Proceedings	3228
Item 1A.	Risk Factors	3228
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3228
Item 5.	Other Information	3228
Item 6.	Exhibits	3329
	Signatures	3430

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, prospective products and the plans and objectives of management for future operations, may be forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the liquidity, growth and profitability strategies and factors and trends affecting our business are forward-looking statements. Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “exploring,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “would,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seek,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. No forward-looking statement is a guarantee of future results, performance, or achievements, and one should avoid placing undue reliance on such statements.

Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A. “Risk Factors” in this Quarterly Report and Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended March 2928, ~~2024~~2025, filed with the Securities and Exchange Commission (“SEC”) on May 2322, ~~2024~~2025 (the “~~2024~~2025 Annual Report”), as any such factors may be updated from time to time in our Quarterly Reports on Form 10-Q, and our other filings with the SEC.

You should read this Quarterly Report and the documents that we reference completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. All forward-looking statements speak only as of the date of this Quarterly Report, and except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, or otherwise.

Unless the context otherwise requires, references to “we,” “us,” “our,” the “Company” and “Allegro” refer to the operations of Allegro MicroSystems, Inc. and its consolidated subsidiaries.

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and share amounts)

(Unaudited)

	December 27,2024			March 29,2024
	June 27,2025			March 28,2025
Assets
Current assets:
Cash and cash equivalents	$	~~138~~129,~~452~~106		$	~~212~~121,~~143~~334
Restricted cash		10,~~510~~273			109,~~018~~773
Trade accounts receivable, net		8389,~~805~~379			~~118~~84,~~508~~598
Inventories		~~193~~173,~~140~~796			~~162~~183,~~302~~914
Prepaid income taxes		~~36,037~~968			3136,~~908~~662
Prepaid expenses and other current assets		3327,~~683~~054			3330,~~584~~247
Current portion of related party notes receivable		—			3,750
Assets held for sale		16,508			16,508
Total current assets		~~495~~447,~~627~~084			~~572~~483,~~213~~036
Property, plant and equipment, net		~~320~~305,~~975~~195			~~321~~302,~~175~~919
Operating lease right-of-use assets, net		2120,~~088~~652			20,~~374~~849
Deferred income tax assets		6573,~~398~~839			5468,~~496~~528
Goodwill		~~202~~203,~~101~~328			202,~~425~~475
Intangible assets, net		~~261~~256,~~553~~414			~~276~~262,~~854~~115
Related party notes receivable, less current portion		—			4,688
Equity investment in related party		30,874			31,695
Equity investment in related party		30,914			26,727
Other assets		51,822			49,344
Other assets		44,084			51,651
Total assets	$	1,389,208		$	1,420,961
Total assets	$	1,441,740		$	1,530,603
Liabilities, Non-Controlling Interest and Stockholders’ Equity
Liabilities, Non-Controlling Interests and Stockholders’ Equity
Current liabilities:
Trade accounts payable	$	3945,~~685~~609		$	3538,~~964~~733
Amounts due to related party		2,~~102~~902			16,~~626~~535
Accrued expenses and other current liabilities		5264,~~346~~832			7160,~~126~~083
Current portion of operating lease liabilities		5,~~405~~807			5,~~263~~487
Current portion of long-term debt		1,~~374~~535			31,~~929~~423
Total current liabilities		~~100~~120,~~912~~685			~~117~~112,~~908~~261
Long-term debt		~~374~~310,~~729~~790			~~249~~344,~~611~~703
Operating lease liabilities, less current portion		16,~~595~~952			16,~~404~~878
Other long-term liabilities		1516,~~078~~524			1416,~~964~~019
Total liabilities		~~507~~464,~~314~~951			~~398~~489,~~887~~861
Commitments and contingencies (Note 10)
Stockholders’ Equity:
Preferred stock, $0.01 par value; 20,000,000 shares authorized, no shares issued or outstanding		—			—
Common stock, $0.01 par value; 1,000,000,000 shares authorized, 184,042,782 shares issued and outstanding at December 27, 2024; 1,000,000,000 shares authorized, 193,164,609 issued and outstanding at March 29, 2024		1,840			1,932
Common stock, $0.01 par value; 1,000,000,000 shares authorized, 184,941,989 shares issued and outstanding at June 27, 2025; 1,000,000,000 shares authorized, 184,286,567 issued and outstanding at March 28, 2025		1,849			1,843
Additional paid-in capital		1,~~004~~013,~~080~~795			~~694~~1,~~332~~012,055
(Accumulated deficit) retained earnings		(38,791	)		463,012
Accumulated deficit		(66,818	)		(53,591	)
Accumulated other comprehensive loss		(3426,~~084~~173	)		(2830,~~841~~752	)
Equity attributable to Allegro MicroSystems, Inc.		~~933~~922,~~045~~653			1929,~~130,435~~555
Non-controlling interests		1,381			1,281
Non-controlling interest		1,604			1,545
Total stockholders’ equity		~~934~~924,~~426~~257			1931,~~131,716~~100
Total liabilities, non-controlling interests and stockholders’ equity	$	1,441,740		$	1,530,603
Total liabilities, non-controlling interest and stockholders’ equity	$	1,389,208		$	1,420,961

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(Unaudited)

	Three-Month Period Ended						~~Nine-Month Period Ended~~
	December 27,2024			December 29,2023			December 27,2024			December 29,2023
	June 27,2025			June 28,2024
Net sales	$	~~177~~203,~~872~~405		$	~~254~~166,~~984~~919		$	~~532,182~~		$	~~802,625~~
Net sales to related party		—			—			—			6,161
Cost of goods sold		112,103			92,148
Total net sales		177,872			254,984			532,182			808,786
Gross profit		91,302			74,771
Cost of goods sold		96,657			121,156			290,534			354,561
Operating expenses:
Cost of goods sold to related party		—			—			—			2,944
Research and development		46,500			45,204
Gross profit		81,215			133,828			241,648			451,281
Selling, general and administrative		47,542			40,197
Operating expenses:
Total operating expenses		94,042			85,401
Research and development		43,317			44,396			132,031			130,799
Operating loss		(2,740	)		(10,630	)
Selling, general and administrative		37,939			52,746			116,221			140,135
Other (expense) income:
Total operating expenses		81,256			97,142			248,252			270,934
Interest expense		(6,359	)		(5,377	)
Operating (loss) income		(41	)		36,686			(6,604	)		180,347
Interest income		234			494
Other (expense) income:
Other expense, net		(1,128	)		(1,060	)
Interest expense		(7,762	)		(3,854	)		(23,492	)		(5,381	)
Loss before income taxes		(9,993	)		(16,573	)
Interest income		388			857			1,302			2,550
Income tax provision		3,169			1,040
Loss on change in fair value of forward repurchase contract		—			—			(34,752	)		—
Net loss		(13,162	)		(17,613	)
Other (expense) income, net		(187	)		2,682			(3,712	)		30
Net income attributable to non-controlling interests		65			62
(Loss) income before income taxes		(7,602	)		36,371			(67,258	)		177,546
Net loss attributable to Allegro MicroSystems, Inc.	$	(13,227	)	$	(17,675	)
Income tax (benefit) provision		(803	)		2,969			(9,233	)		17,584
Net loss per common share attributable to Allegro MicroSystems, Inc.:
Net (loss) income		(6,799	)		33,402			(58,025	)		159,962
Basic	$	(0.07	)	$	(0.09	)
Net income attributable to non-controlling interests		61			57			185			150
Diluted	$	(0.07	)	$	(0.09	)
Net (loss) income attributable to Allegro MicroSystems, Inc.	$	(6,860	)	$	33,345		$	(58,210	)	$	159,812
Weighted average shares outstanding:
Net (loss) income per common share attributable to Allegro MicroSystems, Inc.:
Basic		184,587,027			193,465,708
Basic	$	(0.04	)	$	0.17		$	(0.31	)	$	0.83
Diluted		184,587,027			193,465,708
Diluted	$	(0.04	)	$	0.17		$	(0.31	)	$	0.82
Weighted average shares outstanding:
Basic		184,011,189			192,724,541			188,886,583			192,384,315
Diluted		184,011,189			194,570,380			188,886,583			194,925,040

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS~~) INCOME~~

(in thousands)

(Unaudited)

	Three-Month Period Ended						~~Nine-Month Period Ended~~
	December 27,2024			December 29,2023			December 27,2024			December 29,2023
	June 27,2025			June 28,2024
Net (loss) income	$	(6,799	)	$	33,402		$	(58,025	)	$	159,962
Net loss	$	(13,162	)	$	(17,613	)
Net income attributable to non-controlling interests		6165			5762			~~185~~			~~150~~
Net (loss) income attributable to Allegro MicroSystems, Inc.		(6,860	)		33,345			(58,210	)		159,812
Net loss attributable to Allegro MicroSystems, Inc.		(13,227	)		(17,675	)
Other comprehensive (loss) income:
Other comprehensive loss:
Foreign currency translation adjustment, net of tax		(74,~~575~~596	)		(3,~~618~~188	)		~~(5,328~~	)		~~(1,188~~	)
Comprehensive (loss) income		(14,435	)		36,963			(63,538	)		158,624
Comprehensive loss		(8,631	)		(20,863	)
Other comprehensive gain attributable to non-controlling interests		74			2			85			83
Other comprehensive (loss) gain attributable to non-controlling interests		(17	)		83
Comprehensive (loss) income attributable to Allegro MicroSystems, Inc.	$	(14,361	)	$	36,965		$	(63,453	)	$	158,707
Comprehensive loss attributable to Allegro MicroSystems, Inc.	$	(8,648	)	$	(20,780	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands, except share amounts)

(Unaudited)

	Preferred Stock				Common Stock				AdditionalPaid-In			Retained			AccumulatedOtherComprehensive			Non-Controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Earnings			(Loss~~) Income~~			Interests			~~Total~~ Equity
Balance at September 29, 2023		—	$	—		192,469,731	$	1,925	$	683,891		$	436,782		$	(25,509	)	$	1,199		$	1,098,288
Balance at March 29, 2024		—	$	—		193,164,609	$	1,932	$	694,332		$	463,012		$	(28,841	)	$	1,281		$	1,131,716
Net income		—		—		—		—		—			33,345			—			57			33,402
Net loss		—		—		—		—		—			(17,675	)		—			62			(17,613	)
Stock-based compensation, net of forfeitures and restricted stock vested		—		—		~~577~~671,~~927~~969		6		10,~~904~~092			—			—			—			10,~~910~~098
Payments of taxes withheld on net settlement of equity awards		—		—		—		—		(1011,~~732~~171	)		—			—			—			(1011,~~732~~171	)
Foreign currency translation adjustment		—		—		—		—		—			—			(3,~~620~~105	)		(283	)		(3,~~618~~188	)
Balance at December 29, 2023		—	$	—		193,047,658	$	1,931	$	684,063		$	470,127		$	(21,889	)	$	1,254		$	1,135,486
Balance at June 28, 2024		—	$	—		193,836,578	$	1,938	$	693,253		$	445,337		$	(31,946	)	$	1,260		$	1,109,842

	Preferred Stock				Common Stock				~~Additional~~AdditionalPaid-In			~~Retained Earnings~~Accumulated			~~Accumulated Other~~AccumulatedOtherComprehensive			Non-Controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		~~Paid-in~~ Capital			~~(Accumulated~~ Deficit)			~~Comprehensive~~ Loss			~~Interests~~Interest			~~Total~~ Equity
Balance at September 27, 2024		—	$	—		183,983,240	$	1,840	$	993,988		$	(31,931	)	$	(26,583	)	$	1,394		$	938,708
Balance at March 28, 2025		—	$	—		184,286,567	$	1,843	$	1,012,055		$	(53,591	)	$	(30,752	)	$	1,545		$	931,100
Net loss		—		—		—		—		—			(613,~~860~~227	)		—			6165			(613,~~799~~162	)
Stock-based compensation, net of forfeitures and restricted stock vested		—		—		59,542		—		10,575			—			—			—			10,575
Dividends to non-controlling interest		—		—		—		—		—			—			—			(23	)		(23	)
Payments of taxes withheld on net settlement of equity awards		—		—		—		—		(483	)		—			—			—			(483	)
Stock-based compensation, net of forfeitures and restricted stock vested		—		—		655,422		6		10,728			—			—			—			10,734
Foreign currency translation adjustment		—		—		—		—		—			—			(7,501	)		(74	)		(7,575	)
Payments of taxes withheld on net settlement of equity awards		—		—		—		—		(8,988	)		—			—			—			(8,988	)
Balance at December 27, 2024		—	$	—		184,042,782	$	1,840	$	1,004,080		$	(38,791	)	$	(34,084	)	$	1,381		$	934,426
Foreign currency translation adjustment		—		—		—		—		—			—			4,579			17			4,596
Balance at June 27, 2025		—	$	—		184,941,989	$	1,849	$	1,013,795		$	(66,818	)	$	(26,173	)	$	1,604		$	924,257

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - continued

(in thousands, except share amounts)

(Unaudited)

	Preferred Stock				Common Stock				AdditionalPaid-In			Retained		AccumulatedOtherComprehensive			Non-Controlling
	Shares		Amount		Shares		Amount		Capital			Earnings		Loss			Interests			Total Equity
Balance at March 31, 2023		—	$	—		191,754,292	$	1,918	$	674,179		$	310,315	$	(20,784	)	$	1,187		$	966,815
Net income		—		—		—		—		—			159,812		—			150			159,962
Employee stock purchase plan issuances		—		—		76,204		1		1,898			—		—			—			1,899
Stock-based compensation, net of forfeitures and restricted stock vested		—		—		1,217,162		12		32,809			—		—			—			32,821
Payments of taxes withheld on net settlement of equity awards		—		—		—		—		(24,823	)		—		—			—			(24,823	)
Foreign currency translation adjustment		—		—		—		—		—			—		(1,105	)		(83	)		(1,188	)
Balance at December 29, 2023		—	$	—		193,047,658	$	1,931	$	684,063		$	470,127	$	(21,889	)	$	1,254		$	1,135,486

	Preferred Stock				Common Stock						Additional			Retained Earnings			Accumulated Other			Non-Controlling
	Shares		Amount		Shares			Amount			Paid-in Capital			(Accumulated Deficit)			Comprehensive Loss			Interests			Total Equity
Balance at March 29, 2024		—	$	—		193,164,609		$	1,932		$	694,332		$	463,012		$	(28,841	)	$	1,281		$	1,131,716
Net loss		—		—		—			—			—			(58,210	)		—			185			(58,025	)
Employee stock purchase plan issuances		—		—		82,774			1			1,986			—			—			—			1,987
Stock-based compensation, net of forfeitures and restricted stock vested		—		—		812,714			7			32,198			—			—			—			32,205
Issuance of common stock, net of underwriting discounts		—		—		28,750,000			288			665,562			—			—			—			665,850
Repurchases of common stock		—		—		(38,767,315	)		(388	)		(377,218	)		(443,593	)		—			—			(821,199	)
Payments of taxes withheld on net settlement of equity awards		—		—		—			—			(12,780	)		—			—			—			(12,780	)
Foreign currency translation adjustment		—		—		—			—			—			—			(5,243	)		(85	)		(5,328	)
Balance at December 27, 2024		—	$	—		184,042,782		$	1,840		$	1,004,080		$	(38,791	)	$	(34,084	)	$	1,381		$	934,426

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Nine-Month Period Ended
	Three-Month Period Ended
	December 27,2024			December 29,2023
	June 27,2025			June 28,2024
Cash flows from operating activities:
Net (loss) income	$	(58,025	)	$	159,962
Net loss	$	(13,162	)	$	(17,613	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		4816,~~578~~216			4916,~~548~~458
Amortization of deferred financing costs		~~1,781~~933			~~292~~781
Deferred income taxes		(115,~~546~~061	)		(284,~~253~~999	)
Stock-based compensation		3210,~~251~~762			3210,~~839~~118
Loss on change in fair value of forward repurchase contract		34,752			—
Provisions for inventory and expected credit losses		3,450			2,377
Provisions for inventory and expected credit losses		7,519			9,851
Other non-cash reconciling items		(58	)		14
Change in fair value of marketable securities		—			3,579
Other non-cash reconciling items		6,645			18
Changes in operating assets and liabilities:
Trade accounts receivable		34(5,~~356~~332	)		(255,~~564~~134	)
Inventories		~~(38~~7,~~074~~233	)		(1915,~~909~~986	)
Prepaid expenses and other assets		(135,~~401~~965	)		(131,~~085~~715	)
Trade accounts payable		56,~~467~~281			~~(9,604~~200	)
Due to and from related parties		~~564~~(3,633	)		63,~~817~~437
Accrued expenses and other current and long-term liabilities		~~(21~~8,~~307~~024	)		(2014,~~540~~010	)
Net cash provided by operating activities		4161,~~560~~618			~~168~~34,~~951~~196
Cash flows from investing activities:
Purchases of property, plant and equipment		(3410,~~564~~600	)		(~~110~~10,~~500~~977	)
Acquisition of business, net of cash acquired		319			(408,119	)
Net cash used in investing activities		(10,600	)		(10,977	)
Sales of marketable securities		—			16,175
Net cash used in investing activities		(34,245	)		(502,444	)
Cash flow from financing activities:
Net proceeds from Refinanced 2023 Term Loan Facility		193,483			—
Repayment of term loan		(35,000	)		(50,000	)
Repayment of 2023 Term Loan Facility		(75,000	)		—
Finance lease payments		(202	)		(145	)
Borrowings of senior secured debt, net of deferred financing costs		—			245,452
Receipts on related party notes receivable		—			938
Repayment of 2020 Term Loan Facility		—			(25,000	)
Payments for taxes related to net share settlement of equity awards		(8,988	)		(11,171	)
Repayment of other debt		—			(743	)
Net cash used in financing activities		(44,190	)		(60,378	)
Finance lease payments		(703	)		—
Effect of exchange rate changes on cash and cash equivalents and restricted cash		1,444			(825	)
Receipts on related party notes receivable		1,875			2,813
Net increase (decrease) in cash and cash equivalents and restricted cash		8,272			(37,984	)
Payments for taxes related to net share settlement of equity awards		(12,780	)		(24,823	)
Cash and cash equivalents and restricted cash at beginning of period		131,107			222,161
Proceeds from issuance of common stock under employee stock purchase plan		1,987			1,899
Cash and cash equivalents and restricted cash at end of period:	$	139,379		$	184,177
Repurchases of common stock		(853,921	)		—
Net proceeds from issuance of common stock		665,850			—
Payments of debt issuance costs		—			(1,450	)
Net cash (used in) provided by financing activities		(79,209	)		198,148
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(1,305	)		375
Net decrease in cash and cash equivalents and restricted cash		(73,199	)		(134,970	)
Cash and cash equivalents and restricted cash at beginning of period		222,161			358,705
Cash and cash equivalents and restricted cash at end of period:	$	148,962		$	223,735

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

(Amounts in thousands, except share and per share amounts)

1. Nature of the Business and Basis of Presentation

Allegro MicroSystems, Inc., together with its consolidated subsidiaries (the “Company”), is a leading global ~~leader~~designer, ~~in designing~~developer, ~~developing~~fabless manufacturer and ~~manufacturing~~marketer of sensing and power solutions for motion control and energy-efficient systems in automotive and industrial and other markets. The Company is incorporated under the laws of Delaware. The Company is headquartered in Manchester, New Hampshire and has a global footprint across multiple continents.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Certain information and footnote disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes have been condensed in, or omitted from, these interim financial statements. These unaudited condensed consolidated financial statements include the Company’s accounts and those of its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 2928, ~~2024~~2025. The March 2928, ~~2024~~2025 condensed consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements. In the opinion of the Company’s management, the financial statements for the interim periods presented reflect all adjustments necessary for a fair statement of the Company’s financial position, results of operations and cash flows. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year.

Financial Periods

The Company’s ~~third~~first quarter three-month period is a 13-week period. The Company’s ~~third~~first quarter of fiscal year ~~2025~~2026 ended ~~December~~June 27, ~~2024~~2025, and the Company’s ~~third~~first quarter of fiscal year ~~2024~~2025 ended ~~December~~June 2928, ~~2023~~2024.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingencies at the date of the consolidated financial statements and the reported amounts of net sales and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, assumptions and judgments, including those related to the valuation of acquired intangible assets, impairment assessment and valuation of goodwill, intangible assets and tangible long-lived assets, the net realizable value of inventory, income taxes, stock-based compensation, and sales allowances. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements.

Reclassifications

Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications.

Concentrations of Credit Risk

As of ~~December~~both June 27, ~~2024,~~2025 ~~one~~and ~~distributor accounted for 11.2% of the Company’s outstanding trade accounts receivable, net. As of~~ March 2928, ~~2024~~2025, no distributor or customer accounted for 10% or more of the Company’s outstanding trade accounts receivable, net.

For the three-month ~~period~~periods ended ~~December~~June 27, ~~2024,~~2025 ~~one~~and ~~distributor~~June ~~accounted for 11.4% of total net sales. No other distributor or customer accounted for 10% or more of total net sales for the nine-month period ended December 27~~28, 2024~~. For the nine-month period ended December 29~~, ~~2023,~~no ~~one~~ distributor ~~customer accounted for 11.0% of total net sales. No other distributor~~ or customer accounted for 10% or more of total net sales ~~for the three-month period ended December 29, 2023~~.

9Segment Information

The Company operates as one reportable segment, which involves the design, development, production and distribution of various integrated circuits in various markets worldwide. The Company has a single, company-wide management team that administers all properties as a whole rather than as discrete operating segments. The Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, measures financial performance as a single enterprise and not on a legal entity or end market basis. The CODM uses consolidated net income or loss, as reported in the Consolidated Statement of Operations, as the profitability measure in making decisions. The measure of segment assets is reported on the balance sheet as total assets. Throughout the year, the CODM allocates capital resources on a project-by-project basis across the Company’s entire asset base to maximize profitability without regard to a legal entity or end market basis. The Company operates in a number of countries throughout the world in a variety of product lines through its business unit structure.

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires additional disclosures of the nature of expenses included in the Company’s income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 iswill ~~effective~~be applied prospectively with the option for retrospective application. The FASB subsequently issued ASU 2025-01 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) to clarify that all public business entities are required to adopt the guidance as stipulated in ASU 2024-03 in annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. ~~ASU 2024-03 will be applied prospectively with the option for retrospective application.~~ Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to provide additional information of the Company’s tax rate reconciliation, as well as additional disclosures about income taxes paid by jurisdiction. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 should be applied prospectively, but entities have the option to apply it retrospectively for each period presented. The Company does not anticipate this guidance will have an adverse impact on its results of operations, cash flows, or financial condition, but it will result in expanded disclosure within the financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires incremental disclosures in annual and interim periods related to a public entity’s reportable segments (particularly on segment expenses) but does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments. The Company is in the process of evaluating the significant expenses of its single segment and determining the appropriate enhanced disclosures.

All other recent accounting pronouncements were determined to not have a material impact on the Company’s financial position, results of operations, cash flows, or related disclosures.

3. Revenue from Contracts with Customers

The following tables summarize net sales disaggregated by market, by product and by geography for the three- ~~and nine-~~month periods ended ~~December~~June 27, ~~2024~~2025 and ~~December~~June 2928, ~~2023~~2024. The categorization of net sales by market is determined using various characteristics of the product and the application into which the Company’s product will be incorporated. The categorization of net sales by geography is determined based on the location to which the products are shipped.

Net sales by market:

	Three-Month Period Ended				Nine-Month Period Ended
	December 27,2024		December 29,2023		December 27,2024		December 29,2023
Automotive	$	130,066	$	194,764	$	403,143	$	577,515
Industrial and other		47,806		60,220		129,039		231,271
Total net sales	$	177,872	$	254,984	$	532,182	$	808,786

In the fourth quarter of fiscal year 2025 during the preparation of the consolidated financial statements, the Company identified an immaterial misclassification of net sales by market, whereby customer returns and sales allowances were incorrectly classified by market between Automotive and Industrial and Other in prior periods. There was no impact to previously reported total net sales or net loss in any of the periods.

~~Net~~The ~~sales~~Company byassessed ~~product:~~the materiality of the revision qualitatively and quantitatively and determined the revisions to be immaterial to the prior period interim fiscal year 2025 condensed consolidated financial statements. All prior period amounts have been revised in the tables below.

	Three-Month Period Ended				~~Nine-Month Period Ended~~
	December 27,2024		December 29,2023		December 27,2024		December 29,2023
	June 27,2025		June 28,2024
Magnetic sensors	$	113,842	$	153,558	$	357,651	$	503,635
Automotive	$	144,264	$	127,394
Power integrated circuits		64,030		101,426		174,531		305,151
Industrial and other		59,141		39,525
Total net sales	$	~~177~~203,~~872~~405	$	~~254~~166,~~984~~919	$	~~532,182~~	$	~~808,786~~


	Three-Month Period Ended
	September 27, 2024		December 27, 2024		March 28, 2025
Automotive	$	139,680	$	128,637	$	139,494
Industrial and other		47,711		49,235		53,330
Total net sales	$	187,391	$	177,872	$	192,824

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Net sales by product:


	Three-Month Period Ended
	June 27, 2025		June 28, 2024
Magnetic sensors	$	129,166	$	115,109
Power integrated circuits		74,239		51,810
Total net sales	$	203,405	$	166,919

Net sales by geography:

Three-Month Period Ended

~~Nine-Month Period Ended~~

December 27,2024

December 29,2023

December 27,2024

December 29,2023

June 27,2025

June 28,2024

Americas:

United States

1923,~~229~~774

2822,~~481~~267

~~69,235~~

~~125,029~~

Other Americas

58,~~899~~848

75,~~718~~224

~~17,549~~

~~25,765~~

EMEA:

Europe

2730,~~296~~473

3626,~~870~~906

~~81,482~~

~~139,209~~

Asia:

Greater China

5057,~~378~~569

7731,~~331~~860

~~131,233~~

~~209,010~~

Japan

3633,~~812~~653

4240,~~250~~643

~~115,171~~

~~131,105~~

South Korea

1719,~~152~~603

2721,~~710~~773

~~57,096~~

~~86,277~~

Other Asia

2129,~~106~~485

3418,~~624~~246

~~60,416~~

~~92,391~~

Total net sales

~~177~~203,~~872~~405

~~254~~166,~~984~~919

~~532,182~~

~~808,786~~

The Company recognizes sales net of returns and sales allowances, which comprises credits issued, price protection adjustments and stock rotation rights. At ~~December~~June 27, ~~2024~~2025 and March 2928, ~~2024~~2025, the liabilities associated with returns and sales allowances were $4833,~~578~~467 and $4433,~~797~~855, respectively, and were netted against trade accounts receivable in the condensed consolidated balance sheets.

4Unsatisfied performance obligations primarily represent contracts for products with future delivery dates. ~~Fair~~The ~~Value~~Company ~~Measurements~~elected not to disclose the amount of unsatisfied performance obligations as these contracts have original expected durations of less than one year.

~~The following tables present information about the Company’s financial assets and liabilities as of December 27, 2024 and March 29, 2024, measured at fair value on a recurring basis:~~10

	Fair Value Measurement at December 27, 2024:
	Level 1		Level 2		Total Fair Value
Assets:
Cash equivalents:
Money market fund	$	35,430	$	—	$	35,430
Time deposits		—		3,392		3,392
Restricted cash:
Money market fund		10,510		—		10,510
Total assets	$	45,940	$	3,392	$	49,332

	Fair Value Measurement at March 29, 2024:
	Level 1		Level 2		Total Fair Value
Assets:
Cash equivalents:
Money market fund	$	36,192	$	—	$	36,192
Restricted cash:
Money market fund		10,018		—		10,018
Total assets	$	46,210	$	—	$	46,210

Assets and liabilities measured at fair value on a recurring basis also consist of government securities, unit investment trust funds, loans, bonds, stock and other investments, which constitute the Company’s defined benefit plan assets. Fair value information for those assets and liabilities, including their classification in the fair value hierarchy, is included in Note 15, “Retirement Plans” within the Company’s Annual Report on Form 10-K for the year ended March 29, 2024. The changes in the Company’s defined benefit plan assets were not material for the nine-month period ended December 27, 2024.

During the nine-month periods ended December 27, 2024 and December 29, 2023, there were no transfers among Level 1, Level 2 and Level 3 assets or liabilities.

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

~~The fair value of the Company’s debt was $376,406 as of December 27, 2024~~4. ~~The~~Fair ~~fair~~Value ~~value was determined based on the quoted price of the debt in an inactive market on the last trading date of the reporting period and has been classified as Level 2 within the fair value hierarchy.~~Measurements

The following tables present information about the Company’s financial assets and liabilities as of June 27, 2025 and
March 28, 2025, measured at fair value on a recurring basis:


	Fair Value Measurement at June 27, 2025:
	Level 1		Level 2		Total Fair Value
Assets:
Cash equivalents:
Money market fund deposits	$	31,146	$	—	$	31,146
Time deposits		—		3,065		3,065
Restricted cash:
Money market fund deposits		10,273		—		10,273
Total assets	$	41,419	$	3,065	$	44,484


	Fair Value Measurement at March 28, 2025:
	Level 1		Level 2		Total Fair Value
Assets:
Cash equivalents:
Money market fund deposits	$	30,814	$	—	$	30,814
Restricted cash:
Money market fund deposits		9,773		—		9,773
Total assets	$	40,587	$	—	$	40,587

Assets and liabilities measured at fair value on a recurring basis also consist of government securities, unit investment trust funds, loans, bonds, stock and other investments, which constitute the Company’s defined benefit plan assets. Fair value information for those assets and liabilities, including their classification in the fair value hierarchy, is included in Note 15, “Retirement Plans” within the Company’s Annual Report on Form 10-K for the year ended March 28, 2025. The changes in the Company’s defined benefit plan assets were not material for the three-month period ended June 27, 2025.

During the three-month periods ended June 27, 2025 and June 28, 2024, there were no transfers among Level 1, Level 2 and Level 3 assets or liabilities.

The fair value of the Company’s debt was $310,388 and $343,275 as of June 27, 2025 and March 28, 2025, respectively. The fair value was determined based on the quoted price of the debt in an inactive market on the last trading date of the reporting period and has been classified as Level 2 within the fair value hierarchy.

5. Trade Accounts Receivable, net

Trade accounts receivable, net, consisted of the following:

	December 27,2024			March 29,2024
	June 27,2025			March 28,2025
Trade accounts receivable	$	~~132~~124,~~747~~038		$	~~163~~119,~~450~~071
Less:
Provision for expected credit losses		(~~364~~1,192	)		(~~145~~618	)
Returns and sales allowances		(4833,~~578~~467	)		(4433,~~797~~855	)
Total	$	8389,~~805~~379		$	~~118~~84,~~508~~598

The changes in the provision for expected credit losses were not material for any of the periods presented.

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

6. Inventories

Inventories include materials, labor and overhead and consisted of the following:

	December 27,2024		March 29,2024
	June 27,2025		March 28,2025
Raw materials and supplies	$	97,~~754~~306	$	97,~~549~~354
Work in process		~~126~~131,~~318~~972		~~110~~127,~~236~~651
Finished goods		5734,~~068~~518		4248,~~517~~909
Total	$	~~193~~173,~~140~~796	$	~~162~~183,~~302~~914

The Company recorded inventory provisions totaling $2,~~739~~886 and $72,~~226~~377 for the three- ~~and nine-~~month periods ended ~~December~~June 27, ~~2024,~~2025 ~~respectively,~~ and ~~$429~~June ~~and $9~~28,~~865~~ ~~for the three- and nine-month periods ended December 29~~2024, ~~2023,~~ respectively.

7. Property, Plant and Equipment, net

Property, plant and equipment, net, is stated at cost and consisted of the following:

	December 27,2024			March 29,2024
	June 27,2025			March 28,2025
Land	$	2425,~~756~~405		$	25,~~595~~175
Buildings, building improvements and leasehold improvements		6567,~~329~~157			6566,~~626~~258
Machinery and equipment		~~686~~689,~~872~~815			~~674~~670,~~220~~902
Office equipment		6,~~787~~768			6,~~978~~677
Right-of-use asset		78,~~899~~826			8,~~218~~182
Construction in progress		5343,~~547~~860			3951,~~052~~580
Total		~~845~~841,~~190~~831			~~819~~828,~~689~~774
Less accumulated depreciation		(~~524~~536,~~215~~636	)		(~~498~~525,~~514~~855	)
Total	$	~~320~~305,~~975~~195		$	~~321~~302,~~175~~919

Total depreciation expense amounted to $9,~~409~~175 and $289,~~443~~797 for the three- ~~and nine-~~month periods ended ~~December~~June 27, ~~2024,~~2025 ~~respectively,~~ and ~~$15,124~~June ~~and $41~~28,~~472~~ ~~for the three- and nine-month periods ended December 29~~2024, ~~2023,~~ respectively. Total amortization expense for the right-of-use asset amounted to $~~351~~343 and $~~1,049~~349 for the three- ~~and nine-~~month periods ended ~~December~~June 27, ~~2024,~~2025 ~~respectively. There was no amortization expense for the three-~~ and ~~nine-month~~June ~~periods~~28, ~~ended December 29~~2024, ~~2023~~respectively.

Property, plant and equipment, net, including improvements that significantly add to productive capacity or extend useful life, are stated at historical cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The Company periodically reviews the estimated useful lives of property, plant and equipment. Changes to estimated useful lives are recorded prospectively from the date of the change. Maintenance and repairs expenditures are charged to expense as incurred.

The Company classified various units of machinery and equipment as held for sale, as management approved a plan in the fourth quarter of fiscal year 2025 to market these assets to third-party buyers. The planned disposal of these assets does not constitute a strategic shift in the Company’s operations and therefore does not meet the discontinued operations criteria. These assets are intended to be sold within one year of their designation as held for sale. Assets held for sale are measured at the lower of carrying value or the fair value less cost to sell. As of both June 27, 2025 and March 28, 2025, the value of these assets was measured at $16,508.

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

The Company continues to expand and optimize its global manufacturing capacities, such as by its recent expansion of operations at its Philippines location, as well as its recent acquisition of Crocus Technology International Corp. (“Crocus”). Through its expansion efforts, newly acquired machinery and equipment and continuous maintenance and evaluation of on-hand equipment, the Company recognized advancements in equipment quality indicating increased estimated useful lives. During its first quarter, periodic review of the estimated useful lives of long-lived assets, the Company determined that the useful lives of its machinery and equipment should be increased. Effective March 30, 2024, the Company increased the useful lives of a significant portion of its machinery and equipment from seven years to ten years. For the three-month period ended December 27, 2024, these changes decreased depreciation expense by $4,460, decreased interim income tax benefit by $4,580 and increased net loss by $120, and no change to net income (loss) per share. For the nine-month period ended December 27, 2024, these changes decreased depreciation expense by $13,378, decreased interim income tax benefit by $6,056 and decreased net loss by $7,322, or $0.04 per share.

8. Goodwill and Intangible Assets

The table below summarizes the changes in the carrying amount of goodwill as follows:

	Total
Balance at March 29, 2024	$	202,425
Balance at March 28, 2025	$	202,475
Measurement period adjustments		97
Foreign currency translation		853
Foreign currency translation		(421	)
Balance at June 27, 2025	$	203,328
Balance at December 27, 2024	$	202,101

In the third quarter of fiscal year 2025, the allocation of the purchase price related to the acquisition of Crocus was finalized.

Intangible assets, net, were as follows:

December 27, 2024

June 27, 2025

Description

Gross

AccumulatedAmortization

Net CarryingAmount

Patents

4850,~~636~~375

(2426,~~660~~436

)

23,~~976~~939

Customer relationships

1415,~~861~~197

(34,~~800~~535

)

1110,~~061~~662

Completed technologies

~~249~~255,~~588~~618

(2536,~~350~~077

)

~~224~~219,~~238~~541

Indefinite-lived process technology and trademarks

2,~~278~~272

—

2,~~278~~272

Trademarks and other

8393

(8393

)

—

Total

~~315~~323,~~446~~555

(5367,~~893~~141

)

~~261~~256,~~553~~414

March 29, 2024

March 28, 2025

Description

Gross

AccumulatedAmortization

Net CarryingAmount

Patents

4449,~~894~~749

(2225,~~016~~710

)

2224,~~878~~039

Customer relationships

14,~~977~~964

(34,~~315~~102

)

1110,~~662~~862

Completed technologies

~~249~~255,~~758~~588

(930,~~719~~648

)

~~240~~224,~~039~~940

Indefinite-lived process technology and trademarks

2,~~275~~274

—

2,~~275~~274

Trademarks and other

8786

(8786

)

—

Total

~~311~~322,~~991~~661

(3560,~~137~~546

)

~~276~~262,~~854~~115

Intangible assets amortization expense was $6,~~363~~698 and $196,~~086~~312 for the three- ~~and nine-~~month periods ended ~~December~~June 27, ~~2024,~~2025 ~~respectively,~~ and ~~$5,071~~June ~~and $8~~28,~~076~~ ~~for the three- and nine-month periods ended December 29~~2024, ~~2023,~~ respectively.

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

9. Debt and Other Borrowings

The Company’s debt obligations consisted of the following:

	December 27,2024			March 29,2024
	June 27,2025			March 28,2025
2023 Term Loan Facility	$	375,000		$	249,375
Term Loan Facility	$	310,000		$	345,000
Unamortized debt issuance costs		(65,~~329~~211	)		(46,~~273~~071	)
Total loans outstanding		~~368~~304,~~671~~789			~~245~~338,~~102~~929
Finance lease liabilities		7,~~432~~536			87,~~438~~197
Total debt		~~376~~312,~~103~~325			~~253~~346,~~540~~126
Current portion of long-term debt and finance lease liabilities		(1,~~374~~535	)		(31,~~929~~423	)
Total long-term debt and finance lease liabilities, less current portion	$	~~374~~310,~~729~~790		$	~~249~~344,~~611~~703

~~Refinanced~~2025 ~~2023~~Refinancing and Repricing of Term Loan Facility

On ~~August~~February 6, ~~2024~~2025, the Company entered into Amendment No. 23 (the “~~Second~~Third Amendment”) to the ~~revolving~~Credit ~~credit~~Agreement ~~facility~~dated ~~credit~~as ~~agreement~~of ~~dated~~ June 21, 2023 (as previously amended, ~~the~~by ~~“2023~~Amendment ~~Revolving~~No. ~~Credit~~1 ~~Agreement”~~ and the ~~credit~~Second ~~facility~~Amendment ~~thereunder~~(as defined below), and as further amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “2023 Revolving Credit ~~Facility~~Agreement”) by and among the Company, Allegro MicroSystems, LLC, (“AML”) ~~Morgan Stanley Senior Funding~~, ~~Inc.,~~lending asinstitutions ~~the administrative agent and the collateral agent, and each lender~~ from time to time party thereto., ~~The~~and ~~Second~~Morgan ~~Amendment~~Stanley ~~increased~~Senior ~~the~~Funding, ~~total~~Inc., ~~capacity~~as of the ~~2023~~administrative ~~Revolving~~agent ~~Credit~~and ~~Facility~~the tocollateral ~~$256,000~~agent.

The ~~Second~~Third Amendment provided for a new $~~400~~375,000 tranche of term loans maturing in 2030 (the “2025 Refinanced ~~2023 Term Loan Facility~~Loans”), the proceeds of which were ~~primarily~~ used, toin ~~repurchase~~relevant ~~a portion of the Company’s common stock~~part, ~~pursuant~~ to ~~the~~(i) ~~certain~~refinance ~~Share~~all ~~Repurchase~~outstanding ~~Agreement~~borrowing ~~discussed~~under ~~in Note 14, repay~~ the Refinanced 2023 Term Loan Facility (as defined below), (ii) pay fees and expenses in connection with the foregoing and (iii) for general corporate purposes. The 2025 Refinanced ~~2023~~Loans ~~Term~~amortize ~~Loan Facility amortizes~~ at a rate of 10.00% per annum. The 2025 Refinanced ~~2023~~Loans ~~Term~~bear ~~Loan Facility bears~~ interest, at the Company’s option, at a rate equal to (i) Term SOFR (as defined in the ~~2023 Revolving~~ Credit Agreement) in effect from time to time plus 2.2500% or (ii) the highest of (x) the Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.50%, (y) the prime lending rate or (z) the one-month Term SOFR plus 1.00% in effect from time to time plus 1.2500%. The 2025 Refinanced ~~2023~~Loans ~~Term Loan Facility~~ will mature on October 31, 2030. The ~~Refinanced~~Company ~~2023~~incurred ~~Term~~costs ~~Loan Facility is subject to covenants consistent with the 2023 Revolving Credit Agreement covenants. As the terms~~ of ~~the refinancing were not substantially different from the terms of the Second Amendment~~$1,090 ~~the~~in ~~refinancing~~connection ~~was accounted for as a debt modification. In conjunction~~ with the ~~refinancing,~~Third ~~the Company recognized $3,619 as a debt discount which will be amortized to interest expense over the remaining term using the effective interest method. Borrowings under the Second~~ Amendment ~~are collateralized by substantially all of the Company’s assets~~.

~~The~~Payments ~~Company~~of ~~was~~$25,000 inand ~~compliance~~$10,000 ~~with~~were ~~its~~applied ~~debt~~to ~~covenants~~the asoutstanding balance of ~~December~~the 272025 Refinanced Loans on April 30, ~~2024~~2025 and ~~March~~May 2930, ~~2024~~2025, respectively. An additional payment of $25,000 was applied to the outstanding balance of the 2025 Refinanced Loans on July 31, 2025.

AThe ~~payment~~Company ~~of $25,000~~ was ~~applied~~in tocompliance ~~the~~with ~~term~~its ~~loan~~debt ~~balance~~covenants onas ~~October 31, 2024, which has eliminated future required minimum quarterly payments. The balance~~ of ~~the~~June ~~loan is required to be paid upon the expected maturity date of October 31~~27, ~~2030~~2025.

2023 Term Loan Facility

On October 31, 2023, the Company entered into a $250,000 term loan maturing in 2030 (the “2023 Term Loan Facility”), the proceeds of which were used to refinance the $25,000 outstanding balance under the term loan credit agreement that the Company entered into on September 30, 2020 with Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the other agents, arrangers and lenders party thereto, and to finance, in part, the acquisition of Crocus. The 2023 Term Loan Facility was executed as an incremental amendment (the “First Amendment”) to the 2023 Revolving Credit Agreement. The 2023 Term Loan Facility amortized at a rate of 0.25% per quarter, and the initial margin applicable to the 2023 Term Loan Facility was 2.75% for SOFR-based loans and 1.75% for base rate loans.

A payment of $50,000 was applied to the term loan balance on April 30, 2024. On August 6, 2024, the 2023 Term Loan Facility was paid in full in connection with the entry into the Second Amendment.

2023 Revolving Credit Facility

On June 21, 2023, the Company entered into the 2023 Revolving Credit Agreement ~~with~~that ~~Morgan~~provided ~~Stanley~~for ~~Senior~~a ~~Funding~~$224,000 ~~Inc.,~~revolving ascredit ~~administrative agent~~facility, ~~collateral~~which ~~agent,~~included a $20,000 letter of credit ~~issuer~~subfacility. ~~and~~On aAugust ~~lender~~6, ~~and~~2024, upon entry into Amendment No. 2 (the ~~other~~“Second ~~agents~~Amendment”) to the 2023 Revolving Credit Agreement, ~~lenders~~the ~~and~~total ~~letter~~capacity of the revolving credit ~~issuers~~facility ~~parties~~was ~~thereto.~~increased ~~The~~to ~~2023~~$256,000, ~~Revolving~~and ~~Credit~~the ~~Agreement~~Second Amendment also provided for ~~the~~a new $~~224~~400,000 tranche of term loans maturing in 2030 (the “Refinanced 2023 Term Loan Facility”). The revolving credit facility is available until, and loans made thereunder will mature on, June 21, 2028. Under the terms of the 2023 Revolving Credit ~~Facility~~Agreement, ~~which~~interest ~~includes~~is calculated at a ~~$20~~rate equal to (i) Term SOFR (as defined in the 2023 Revolving Credit Agreement) in effect,~~000~~ ~~letter~~plus ofthe ~~credit~~applicable ~~subfacility~~spread (ranging from 1.50% ~~Upon~~to ~~entry~~1.75%) ~~into~~or (ii) the ~~Second~~highest ~~Amendment~~of ~~with~~(x) ~~AML~~the Federal funds rate, ~~Morgan~~as ~~Stanley~~published ~~Senior~~by ~~Funding~~the Federal Reserve Bank of New York, ~~Inc~~plus 0.50%, as(y) the ~~administrative~~prime ~~agent~~lending ~~and~~rate, or (z) the ~~collateral~~one-month ~~agent~~Term SOFR plus 1.00% in effect, ~~and~~plus ~~each~~the ~~lender~~applicable spread (ranging from ~~time~~0.50% to ~~time~~0.75%). ~~party~~The ~~thereto,~~applicable spreads are based on ~~August~~the 6,Company’s ~~2024,~~Total Net Leverage Ratio (as defined in the ~~total~~2023 ~~capacity~~Revolving Credit Agreement) at the time of the applicable borrowing. Issuance costs related to the revolving credit facility were not significant. As of June 27, 2025, there were no outstanding borrowings under the revolving credit facility.

The Company will also pay a quarterly commitment fee of 0.20% to 0.25% on the daily amount by which the commitments under the revolving credit facility exceed the outstanding loans and letters of credit under the revolving credit facility. The 2023 Revolving Credit Agreement contains certain covenants applicable to the Company and its subsidiaries, including limitations on additional indebtedness, liens, various fundamental changes, dividends and distributions, investments (including acquisitions), transactions with affiliates, asset sales, prepayment of junior financing, changes in business and other limitations customary in senior secured credit facilities. In addition, the Company is required to maintain a Total Net Leverage Ratio of no more than 4.00 to 1.00 at the end of each

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

~~the~~fiscal ~~2023 Revolving Credit Facility was increased to $256~~quarter,~~000.~~ ~~The~~which ~~2023 Revolving Credit Facility is available until~~may, ~~and~~subject ~~loans~~to ~~made~~certain ~~thereunder will mature on~~limitations, ~~June~~be ~~21,~~increased ~~2028. Under the terms of the 2023 Revolving Credit Agreement, interest is calculated at a rate equal~~ to ~~(i) Term SOFR (as defined in the 2023 Revolving Credit Agreement) in effect, plus the applicable spread (ranging from 1~~4.50% to 1.~~75%) or (ii) the highest of (x) the Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.50%, (y) the prime lending rate, or (z) the one-month Term SOFR plus 1.~~00% infor ~~effect,~~four ~~plus~~fiscal ~~the~~quarters ~~applicable~~subsequent ~~spread (ranging from 0.50%~~ to ~~0.75%). The applicable spreads are based on~~ the Company’s ~~Total~~completing ~~Net~~an ~~Leverage~~acquisition ~~Ratio~~for ~~(as~~consideration ~~defined~~ in ~~the~~excess ~~2023 Revolving Credit Agreement) at the time~~ of ~~the applicable borrowing. Issuance costs related to the 2023 Revolving Credit Facility were not significant. As of December 27~~$500, ~~2024, there were no outstanding borrowings under the 2023 Revolving Credit Facility~~000.

The Company will also pay a quarterly commitment fee of 0.20% to 0.25% on the daily amount by which the commitments under the 2023 Revolving Credit Facility exceed the outstanding loans and letters of credit under the 2023 Revolving Credit Facility. The 2023 Revolving Credit Agreement contains certain covenants applicable to the Company and its subsidiaries, including limitations on additional indebtedness, liens, various fundamental changes, dividends and distributions, investments (including acquisitions), transactions with affiliates, asset sales, prepayment of junior financing, changes in business and other limitations customary in senior secured credit facilities. In addition, the Company is required to maintain a Total Net Leverage Ratio of no more than 4.00 to 1.00 at the end of each fiscal quarter, which may, subject to certain limitations, be increased to 4.50 to 1.00 for four fiscal quarters subsequent to the Company completing an acquisition for consideration in excess of $500,000.

The 2023 Revolving Credit Agreement provides for customary events of default. Upon an event of default, the administrative agent with the consent of, or at the request of, the holders of more than 50% in principal amount of the loans and commitments, may terminate the commitments and accelerate the maturity of the loans and enforce certain other remedies.

The Company was in compliance with the revolving credit facility covenants as of June 27, 2025.

10. Commitments and Contingencies

Legal proceedings

The Company is subject to various legal proceedings, claims, and regulatory examinations or investigations arising in the normal course of business, the outcomes of which are subject to significant uncertainty, and the Company’s ultimate liability, if any, is difficult to predict. The Company records an accrual for legal contingencies when it is determined that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, the Company evaluates, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, the ability to make a reasonable estimate of the loss. If the occurrence of liability is probable and estimable, the Company will disclose the nature of the contingency and, if estimable, will provide the likely amount of such loss or range of loss. The Company is not aware of any pending or threatened legal proceeding against the Company that it believes could have a material adverse effect on the Company’s business, operating results, cash flows or financial condition.

11. Net (Loss) ~~Income~~ per Share

The following table sets forth the basic and diluted net (loss) ~~income~~ attributable to Allegro MicroSystems, Inc. per share:

	Three-Month Period Ended						~~Nine-Month Period Ended~~
	December 27,2024			December 29,2023			December 27,2024			December 29,2023
	June 27,2025			June 28,2024
Net (loss) income attributable to Allegro MicroSystems, Inc.	$	(6,860	)	$	33,345		$	(58,210	)	$	159,812
Net loss attributable to Allegro MicroSystems, Inc.	$	(13,227	)	$	(17,675	)
Basic weighted average shares of common stock		184,011,189			192,724,541			188,886,583			192,384,315
Basic weighted average common shares		184,587,027			193,465,708
Dilutive effect of common stock equivalents		—			~~1,845,839~~—			—			~~2,540,725~~
Diluted weighted average shares of common stock		184,011,189			194,570,380			188,886,583			194,925,040
Diluted weighted average common shares		184,587,027			193,465,708
Basic net (loss) income per common share attributable to Allegro MicroSystems, Inc. stockholders	$	(0.04	)	$	0.17		$	(0.31	)	$	0.83
Basic net loss per common share attributable to Allegro MicroSystems, Inc. stockholders	$	(0.07	)	$	(0.09	)
Diluted net (loss) income per common share attributable to Allegro MicroSystems, Inc. stockholders	$	(0.04	)	$	0.17		$	(0.31	)	$	0.82
Diluted net loss per common share attributable to Allegro MicroSystems, Inc. stockholders	$	(0.07	)	$	(0.09	)

The computed net (loss) ~~income~~ per share for the three- ~~and nine-~~month periods ended ~~December~~June 27, ~~2024~~2025 and ~~December~~June 2928, ~~2023~~2024 does not assume conversion of securities that would have an antidilutive effect on (net loss) ~~income~~ per share. The following represents contingently issuable shares under the restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) excluded from the computation of net (loss) ~~income~~ per share, as such securities would have an antidilutive effect on net (loss) ~~income~~ per share if the Company had reported net income for those periods:


	Three-Month Period Ended
	June 27, 2025		June 28, 2024
RSUs		1,709,351		754,975
PSUs		260,179		214,527

There were no issued and issuable weighted average dilutive shares underlying our outstanding RSUs, PSUs and participation in our employee stock purchase plan for the three-month periods ended June 27, 2025 and June 28, 2024.

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

	Three-Month Period Ended				Nine-Month Period Ended
	December 27,2024		December 29,2023		December 27,2024		December 29,2023
RSUs		1,844,336		882,656		1,410,165		18,811
PSUs		582,200		246,073		458,054		110,263

The following table represents issued and issuable weighted average dilutive share information underlying our outstanding RSUs, PSUs and participation in our employee stock purchase plan (“ESPP”) for the respective periods:

	Three-Month Period Ended				Nine-Month Period Ended
	December 27,2024		December 29,2023		December 27,2024		December 29,2023
RSUs		—		557,405		—		917,491
PSUs		—		1,287,519		—		1,607,797
ESPP		—		915		—		15,437
Total		—		1,845,839		—		2,540,725

12. Common Stock and Stock-Based Compensation

Restricted Stock Units

The following table summarizes the Company’s RSU activity for the ~~nine~~three-month period ended ~~December~~June 27, ~~2024~~2025:

	Shares			Weighted-AverageGrant DateFair Value
Outstanding at March 29, 2024		2,215,621		$	29.82
Outstanding at March 28, 2025		2,330,344		$	28.88
Granted		1,~~486~~786,~~141~~046			2726.7991
Issued		(~~950~~802,~~692~~676	)		2829.4554
Forfeited		(~~149~~33,~~579~~577	)		2928.1448
Outstanding at December 27, 2024		2,601,491		$	29.21
Outstanding at June 27, 2025		3,280,137		$	27.65

As of ~~December~~June 27, ~~2024~~2025, total unrecognized compensation expense for awards issued was $5680,~~267~~557, which is expected to be recognized over a weighted-average period of 1.9819 years. The total grant date fair value of RSUs vested was $2723,~~041~~708 for the ~~nine~~three-month period ended ~~December~~June 27, ~~2024~~2025.

Performance Stock Units

The following table summarizes the Company’s PSU activity for the ~~nine~~three-month period ended ~~December~~June 27, ~~2024~~2025:

	Shares			Weighted-AverageGrant DateFair Value
Outstanding at March 29, 2024		2,429,393		$	25.64
Outstanding at March 28, 2025		2,145,781		$	24.86
Granted		~~528~~538,~~213~~098			3128.0689
Excess shares issued due to achievement of performance conditions		(6,836	)		47.95
Cancelled		(52,435	)		28.63
Issued		(~~310~~178,~~917~~585	)		2829.8134
Forfeited		(6570,~~933~~439	)		3426.0240
Outstanding at December 27, 2024		2,573,920		$	26.07
Outstanding at June 27, 2025		2,382,420		$	25.30

~~Included in the outstanding shares are 76,306 shares as of March 29, 2024, which have vested but were issued during the nine-month period ended December 27, 2024.~~ PSUs are included at 0% - 200% of target goals. The total compensation cost related to unvested awards not yet recorded at ~~December~~June 27, ~~2024~~2025 was $1820,~~084~~498, which is expected to be recognized over a weighted average period of 21.0425 years. The total grant date fair value of PSUs vested was $85,~~958~~240 for the ~~nine~~three-month period ended ~~December~~June 27, ~~2024~~2025.

The Company recorded pre-tax stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations:


	Three-Month Period Ended
	June 27, 2025		June 28, 2024
Cost of goods sold	$	888	$	561
Research and development		2,911		3,735
Selling, general and administrative		6,963		5,822
Total pre-tax stock-based compensation expense	$	10,762	$	10,118

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations:

	Three-Month Period Ended				Nine-Month Period Ended
	December 27,2024		December 29,2023		December 27,2024		December 29,2023
Cost of goods sold	$	802	$	1,073	$	2,180	$	4,625
Research and development		3,960		3,870		11,218		10,340
Selling, general and administrative		5,826		5,977		18,853		17,874
Total stock-based compensation	$	10,588	$	10,920	$	32,251	$	32,839

13. Income Taxes

The Company recorded the following income tax ~~(benefit)~~ provision in its condensed consolidated statements of operations:

	Three-Month Period Ended						~~Nine-Month Period Ended~~
	December 27,2024			December 29,2023			December 27,2024			December 29,2023
	June 27,2025			June 28,2024
Income tax (benefit) provision	$	(803	)	$	2,969		$	(9,233	)	$	17,584
Income tax provision	$	3,169		$	1,040
Effective tax rate		10(31.67	)%		8(6.23	)%		~~13.7~~	%		~~9.9~~	%

The Company’s income tax ~~(benefit)~~ provision is comprised of the year-to-date taxes based on an estimate of the annual effective tax rate plus the tax impact of discrete items.

The Company is subject to tax in the U.S. and various foreign jurisdictions. The Company’s effective income tax rate fluctuates primarily because of the change in the mix of its U.S. and foreign income, the impact of discrete transactions and law changes, tax benefits generated by the foreign derived intangible income deduction including the permanent impacts of Internal Revenue Code Section 174 Capitalization, and research credits; offset by non-deductible stock-based compensation and other charges.

The ~~increase~~decrease in the effective tax rate for the three-month ~~and~~period ~~nine~~ended June 27, 2025 compared to the three-month ~~periods~~period ended June 28, 2024 results mainly from a decrease in ~~forecasted~~ GAAP ~~income~~loss before taxes, ~~less~~and ~~tax~~increased ~~deductions~~non-deductible ~~for~~ share-based compensation, ~~and~~offset anby ~~increase~~increased inforeign-derived ~~nondeductible~~intangible ~~expenses~~income ~~primarily~~tax ~~related~~benefits toand the ~~Sanken~~quarterly ~~Electric~~impact ~~Co.,~~of ~~Ltd.~~discrete ~~(“Sanken”)~~transaction ~~and Polar Semiconductor, LLC (“PSL”) transactions discussed in Note 14~~benefits.

On 14July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted into law including changes that will be applicable to the Company beginning in fiscal year 2026. ~~Related~~As ~~Party~~the ~~Transactions~~legislation was signed into law after the close of the Company’s first quarter, the impacts are not included in the Company’s operating results for the three-month period ended June 27, 2025. In general, the OBBB extended (and modified) the 2017 Tax Cuts and Jobs Act provisions. The Company is evaluating the future impact of these tax law changes on the Company’s financial statements.

~~Share~~14. ~~repurchase transactions with Sanken~~ Restructuring

OnIn ~~July~~January 232025, ~~2024,~~management ~~the~~committed ~~Company~~to ~~entered into~~ a ~~share~~plan ~~repurchase~~that ~~agreement~~included ~~with~~rebalancing ~~Sanken~~its ~~(the~~workforce ~~“Share~~and ~~Repurchase~~consolidation ~~Agreement”) pursuant to which the Company agreed to repurchase 38,767,315 shares~~ of ~~the~~leased ~~Company’s~~facilities ~~common stock from Sanken~~ in aan ~~privately~~effort ~~negotiated transaction at a price per share equal~~ to ~~the~~optimize ~~price~~its ~~per~~cost ~~share~~structure ~~at which the underwriters in a public underwritten equity offering of shares of our common stock would purchase the shares~~ (the “~~Equity~~January ~~Offering~~2025 Restructuring”). The ~~repurchase~~Company ofincurred ~~shares~~$600 of ~~common~~severance ~~stock~~and ~~occurred~~other inrelated ~~two~~restructuring ~~separate closings~~costs, ~~with~~net ~~the first closing taking place after the closing~~ of ~~the~~non-cash ~~Equity~~adjustments, ~~Offering~~associated ~~(the~~with ~~“First Closing”) and~~ the ~~second~~January ~~closing~~2025 ~~occurring~~Restructuring ~~after~~during the ~~receipt~~three-month ofperiod ~~the~~ended ~~proceeds~~June ~~from~~27, ~~borrowings~~2025, ~~under~~bringing ~~the~~cumulative ~~Refinanced~~costs ~~2023~~to ~~Term Loan Facility (the “Second Closing”)~~$6,360. The ~~First~~Company ~~Closing~~made ofimmaterial ~~the~~cash ~~share~~payments ~~repurchase~~in ~~was conditioned upon~~ the ~~closing~~three-month ofperiod ~~the~~ended ~~Equity~~June ~~Offering and certain other conditions~~27, ~~and~~2025. ~~the~~The ~~Second~~Company’s ~~Closing~~accrual offor ~~the~~severance ~~share~~and ~~repurchase~~other ~~was~~employee-related ~~conditioned~~benefits ~~upon~~amount ~~the~~to ~~receipt~~$500 ofat ~~net~~June ~~proceeds of no less than $300~~27,~~000~~ ~~from~~2025 ~~incremental~~and ~~term~~is ~~loans~~reported ~~under~~in ~~the~~accrued ~~Refinanced~~expenses ~~2023~~and ~~Term~~other ~~Loan~~current ~~Facility.~~liabilities ~~Pursuant~~in to the ~~terms of the Share Repurchase Agreement, Sanken reimbursed the~~ Company’s ~~for~~consolidated ~~the~~balance ~~expenses~~sheets. ~~incurred~~The byJanuary ~~the~~2025 ~~Company~~restructuring inis ~~connection~~materially ~~with the transactions contemplated by the Share Repurchase Agreement~~complete, and ~~paid~~the aCompany ~~facilitation~~does ~~fee~~not ofexpect ~~$35,000,~~to ~~which~~incur ~~were recorded within~~ additional ~~paid-in-capital~~material ~~within the condensed consolidated statements of changes in equity~~charges.

~~To fund the First Closing, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc~~15. ~~and~~Related ~~Morgan~~Party Stanley & Co. LLC, as representatives of the several underwriters (the “Underwriters”), on July 24, 2024, pursuant to which the Company agreed to sell 25,000,000 shares of the Company’s common stock, to the Underwriters at a price of $23.16 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 3,750,000 shares of the Company’s common stock at the same purchase price, which option was exercised in full prior to the closing of the Equity Offering.Transactions

Share repurchase transactions with Sanken Electric Co., LTD. (“Sanken”)

On July 23, 2024, the Company entered into a share repurchase agreement with Sanken (the “Share Repurchase Agreement”) pursuant to which the Company agreed to repurchase 38,767,315 shares of the Company’s common stock from Sanken in a privately negotiated transaction at a price per share equal to the price per share at which the underwriters in a public underwritten equity offering of shares of our common stock would purchase the shares (the “Equity Offering”). The repurchase of shares of common stock occurred in two separate closings, with the first closing taking place after the closing of the Equity Offering (the “First Closing”) and the second closing occurring after the receipt of the proceeds from borrowings under the Refinanced 2023 Term Loan Facility (the “Second Closing”). The First Closing of the share repurchase was conditioned upon the closing of the Equity Offering and certain other conditions, and the Second Closing of the share repurchase was conditioned upon the receipt of net proceeds of no less than $300,000 from the Refinanced 2023 Term Loan Facility. Pursuant to the terms of the Share Repurchase Agreement, Sanken reimbursed the Company for the expenses incurred by the Company in connection with the transactions contemplated by the Share Repurchase Agreement, and paid a facilitation fee of $35,000, which was recorded within additional paid-in-capital with the consolidated statements of changes in equity.

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

To fund the First Closing, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters (the “Underwriters”), on July 24, 2024, pursuant to which the Company agreed to sell 25,000,000 shares of the Company’s common stock to the Underwriters at a price of $23.16 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 3,750,000 shares of the Company’s common stock at the same purchase price, which option was exercised in full prior to the closing of the Equity Offering.

On July 26, 2024, the Company completed the Equity Offering pursuant to the Underwriting Agreement of 28,750,000 shares of its common stock at a public offering price of $24.00 per share resulting in net proceeds to the Company of approximately $665,850, after deducting $24,150 of underwriting discounts. As described above, the Company used the net proceeds of the Equity Offering to complete the First Closing under the Share Repurchase Agreement.

On July 29, 2024, the Company completed the First Closing under the Share Repurchase Agreement, repurchasing 28,750,000 shares of the Company’s common stock for aggregate consideration of $628,256, which was the Equity Offering price, less the facilitation fee of $35,000, underwriting discounts, and reimbursable transaction expenses. The shares repurchased in the First Closing were retired.

On August 7, 2024, the Company completed the Second Closing under the Share Repurchase Agreement, repurchasing 10,017,315 shares of the Company’s common stock for aggregate cash consideration of $225,549, which was the Equity Offering price, less underwriting discounts and reimbursable transaction expenses. As described above, the Company used a portion of the proceeds from the Refinanced 2023 Term Loan Facility and existing cash on hand to complete the Second Closing. The shares repurchased in the Second Closing were also retired.

The Share Repurchase Agreement was accounted for as a forward repurchase contract as there were certain terms that could have caused the obligation not to be fulfilled. Accordingly, the contract was initially recorded as a liability at its fair value with subsequent remeasurements recognized in loss on change in fair value of forward repurchase contract until the completion of the First Closing and Second Closing. The Company recognized a loss of $34,752 as a result of the fair value forward repurchase contract in the condensed consolidated statements of operations.

In connection with the Share Repurchase Agreement, the Company entered into a Second Amended and Restated Stockholders Agreement with Sanken (the “Second Amended and Restated Stockholders Agreement”), which amended and restated the Amended and Restated Stockholders Agreement, dated as of June 16, 2022, by and among the Company, Sanken and OEP SKNA, L.P. (“OEP”). The Second Amended and Restated Stockholders Agreement, which became effective in accordance with its terms on July 29, 2024, removed OEP as a party and amended certain rights and obligations of the Company and Sanken.

Other transactions involving Sanken

Although certain costs were shared or allocated, cost of goods sold and gross margins attributable to related party sales were consistent with those of third-party customers. There were no trade accounts receivables, net, from Sanken as of ~~December~~June 27, ~~2024~~2025 or March 2928, ~~2024~~2025. ~~Other~~There were no other accounts receivable from Sanken ~~totaled $119 and $160~~ as of ~~December~~June 27, ~~2024~~2025 and March 2928, ~~2024~~2025, respectively. ~~As of both December 27, 2024 and March 29, 2024, accounts payable to Sanken were not significant.~~

As of ~~December~~June 27, ~~2024~~2025, Sanken held approximately 32.53% of the Company’s outstanding common stock.

~~Transactions~~Sanken ~~involving~~Distribution ~~PSL~~Agreement

On ~~April~~March 2530, ~~2024~~2023, the Company, ~~Sanken,~~entered ~~PSL~~into ~~and~~a PStermination ~~Investment~~of ~~Aggregator,~~the ~~L.P.~~distribution agreement with Sanken (the “~~Subscriber~~Termination Agreement”). ~~entered~~The ~~into~~Termination aAgreement ~~Sale~~formally terminated the distribution agreement dated as of July 5, 2007, by and ~~Subscription~~between ~~Agreement~~the Company and Sanken (the “~~PSL~~Distribution Agreement”), ~~pursuant~~effective toMarch ~~which~~31, ~~Subscriber~~2023. ~~and~~In ~~certain~~connection with the termination of ~~its~~the ~~affiliates~~Distribution ~~agreed~~Agreement, toand, ~~make~~as ~~capital~~provided ~~contributions~~for toin ~~PSL~~the Termination Agreement, the Company made a one-time payment of $~~175~~5,000 to Sanken in exchange for anthe ~~equity~~cancellation ~~interest~~of Sanken’s exclusive distribution rights in ~~PSL~~Japan. Concurrent with the Termination Agreement, ~~which~~AML ~~closed~~and onSanken ~~September~~also 20entered into a short-term, ~~2024~~non-exclusive distribution agreement (as amended, the “~~PSL~~Short-Term ~~Closing~~Distribution Agreement”). Asand ~~contemplated~~a byconsulting agreement (the ~~PSL~~“Consulting Agreement”), ~~the~~each ~~Company~~of ~~agreed~~which towas ~~discharge~~effective ~~all~~April ~~outstanding~~1, ~~PSL~~2023. ~~Promissory~~In ~~Notes~~addition, ~~(as~~the ~~defined~~Company ~~below)~~allowed ~~held~~a byone-time ~~the~~sales ~~Company~~return ~~for~~from aSanken ~~value~~of resalable inventory of $104,~~350~~200. inThe ~~exchange~~Short-Term ~~for~~Distribution ~~PSL~~Agreement ~~equity~~provided ~~interests.~~for ~~Following~~ the ~~PSL~~management ~~Closing,~~and ~~the~~sale of Company ~~owned~~product ~~approximately~~inventory ~~10.2%~~for ~~of PSL. As~~ a ~~result~~period of ~~PSL’s~~24 ~~share~~months ~~issuance~~from toApril ~~Subscriber~~1, ~~the~~2023. ~~Company~~Under ~~recognized~~the aterms ~~net~~of ~~loss~~the ofConsulting $2Agreement,~~804~~ ~~primarily~~Sanken ~~related~~agreed to ~~the~~continue ~~difference~~to ~~between~~provide ~~the~~transition ~~selling~~services ~~price~~for ~~per~~a ~~share~~period ~~and~~of ~~its~~six ~~carrying~~months ~~amount~~fromApril ~~per~~1, ~~share~~2023 ~~and~~to ~~after~~ a ~~gain~~strategic ~~from~~customer ~~the~~as ~~conversion~~orders offor the ~~PSL~~customer ~~Promissory~~were ~~Notes.~~transitioned ~~The~~from ~~loss~~Sanken isto ~~included~~the inCompany, ~~Other~~and ~~(expense)~~the ~~income,~~Company ~~net~~agreed into ~~the~~pay ~~condensed~~Sanken ~~consolidated~~for ~~statements~~providing ofthese ~~operations~~transition services.

AtOn ~~the~~March ~~PSL~~31, ~~Closing~~2025, the Company, ~~Sanken~~ and ~~Subscriber~~Sanken entered into an ~~amended~~amendment ~~and~~to ~~restated limited partnership agreement (~~the ~~“Limited~~Short-Term ~~Partnership~~Distribution Agreement”) ~~with~~to ~~Polar~~extend ~~Semiconductor~~the GPterm I,by ~~LLC~~12 months. ~~The~~No ~~Limited~~payments ~~Partnership~~were ~~Agreement~~made ~~contains~~by ~~representations,~~the ~~warranties~~Company ~~and~~to ~~covenants~~Sanken ofunder the ~~parties~~Short-Term ~~customary~~Distribution ~~for~~Agreement aor ~~transaction~~the ofConsulting ~~this~~Agreement ~~type,~~in the ~~reimbursement~~three-month ofperiod ~~expenses~~ended ~~and~~June ~~costs~~27, ~~and restrictions on transfers~~2025.

The Company purchases in-process products from PSL. Purchases of various products from PSL totaled $11,533 and $40,867 for the three- and nine-month periods ended December 27, 2024, respectively, and $14,982 and $45,714 for the three- and nine-month periods ended December 29, 2023, respectively. Accounts payable to PSL included in amounts due to related party totaled $2,102 and $1,621 as of December 27, 2024 and March 29, 2024, respectively.

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

~~Notes~~Transactions ~~Receivable~~involving ~~from~~Polar Semiconductor, LLC (“PSL”)

On ~~December~~April 225, ~~2021~~2024, ~~AML~~the ~~entered~~Company, ~~into~~Sanken, ~~a loan agreement with~~ PSL ~~wherein~~and ~~PSL~~PS ~~provided~~Investment anAggregator, ~~initial~~L.P. ~~promissory~~(“Subscriber”) ~~note~~entered tointo ~~AML for~~ a ~~principal~~Sale ~~amount~~and ofSubscription ~~$7,500~~Agreement (the “~~Initial~~ PSL ~~Loan~~Agreement”)., ~~The~~pursuant ~~Initial PSL Loan was~~ to bewhich ~~repaid~~Subscriber ~~in equal installments, comprised of principal~~ and ~~interest~~certain ~~accrued at 1.26% per annum, over a term~~ of ~~four~~its ~~years,~~affiliates ~~with~~agreed ~~payments~~to ~~due~~make oncapital ~~the~~contributions ~~first~~to ~~day~~PSL of ~~each calendar year quarter (April 1~~$175,000 ~~July~~in 1,exchange ~~October~~for 1,an ~~and~~equity ~~January~~interest ~~1).~~in ~~On July 1~~PSL, ~~2022,~~which ~~PSL~~closed ~~borrowed~~on anSeptember ~~additional $7~~20,~~500~~ ~~under~~2024 ~~the same terms of the Initial PSL Loan~~ (the “~~Secondary~~ PSL ~~Loan~~Closing”). ~~and,~~As ~~together~~contemplated ~~with~~by the ~~Initial~~ PSL ~~Loan~~Agreement, the ~~“PSL~~Company ~~Promissory~~agreed ~~Notes”). The Secondary PSL Loan was~~ to bedischarge ~~repaid~~all inoutstanding ~~equal~~promissory ~~installments,~~notes ~~comprised~~from ofPSL ~~principal~~held ~~and~~by ~~interest~~the ~~accrued~~Company atfor ~~2.99% per annum, over~~ a ~~term~~value of ~~four years~~$10,350 ~~with~~in ~~payments~~exchange ~~due~~for onPSL ~~the~~equity ~~first~~interests. ~~day~~Following ofthe ~~each~~PSL ~~calendar year quarter (April 1~~Closing, ~~July~~the 1,Company ~~October~~owned 1,approximately ~~and January 1)~~10.2% ~~The~~of PSL ~~Promissory Notes were discharged in full in connection with the PSL Closing~~.

~~Prior~~At tothe ~~discharge~~PSL Closing, ~~during~~ the ~~nine-month~~Company, ~~period~~Sanken ~~ended~~and ~~December~~Subscriber ~~27,~~entered ~~2024,~~into ~~PSL~~an ~~made~~amended ~~required~~and ~~quarterly~~restated ~~payments~~limited topartnership ~~AML~~agreement ~~totaling~~(the ~~$1,964,~~“Limited ~~which~~Partnership ~~included~~Agreement”) ~~$89~~with ofPolar ~~interest~~Semiconductor GP I, LLC. The ~~remaining~~Limited ~~outstanding~~Partnership ~~principal~~Agreement ~~balance~~contains ~~and~~representations, ~~accrued~~warranties ~~interest~~and oncovenants of the ~~PSL~~parties ~~Promissory~~customary ~~Notes~~for a transaction of $6this type,~~596~~ ~~was~~the ~~discharged~~reimbursement inof ~~full~~expenses inand ~~connection~~costs, ~~with~~and ~~the~~restrictions ~~PSL~~on ~~Agreement~~transfers.

Other transactions involving PSL

The Company purchases in-process products from PSL. Purchases of various products from PSL totaled $8,270 and $14,956 for the three-month periods ended June 27, 2025 and June 28, 2024, respectively. Accounts payable to PSL included in amounts due to related party totaled $2,902 and $6,535 as of June 27, 2025 and March 28, 2025, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes and other information included elsewhere in this Quarterly Report, as well as the audited financial statements and the related notes thereto, and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” included in our Annual Report on Form 10-K for the year ended March 2928, ~~2024~~2025, filed with the SEC on May 2322, ~~2024~~2025 (the “~~2024~~2025 Annual Report”).

In addition to historical data, this discussion contains forward-looking statements about our business, results of operations, cash flows, financial condition and prospects based on current expectations that involve risks, uncertainties and assumptions. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the section titled “Forward-Looking Statements” and in Part I, Item 1A. “Risk Factors” of our ~~2024~~2025 Annual Report, and Part II, Item 1A. “Risk Factors” of this Quarterly Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

We operate on a 52- or 53-week fiscal year ending on the last Friday of March. Each fiscal quarter has 13 weeks, except in a 53-week year, when the fourth fiscal quarter has 14 weeks. All references to the three- ~~and nine-~~month periods ended ~~December~~June 27, ~~2024~~2025 and ~~December~~June 2928, ~~2023~~2024 relate to the 13- ~~and 39-~~week periods ended ~~December~~June 27, ~~2024~~2025 and ~~December~~June 2928, ~~2023~~2024, respectively. All references to “~~2025~~2026,” “fiscal year ~~2025~~2026” or similar references relate to the 52-week period ending March 2827, ~~2025~~2026. All references to “~~2024~~2025,” “fiscal year ~~2024~~2025” or similar references relate to the 52-week period ended March 2928, ~~2024~~2025.

Overview

We are a leading global designer, developer, fabless manufacturer and marketer of sensor integrated circuits (“ICs”) and application-specific ~~analog~~ power ICs enabling the most ~~critical~~important emerging technologies in the automotive and industrial ~~and other~~ markets. WeWith ~~are~~the abroadest ~~leading~~portfolio ~~supplier~~ of magnetic sensor IC solutions ~~worldwide~~available, ~~based~~underpinned onby ~~market~~our ~~share,~~strong ~~driven~~position byin ~~our~~the automotive market, ~~leadership~~we inare the ~~automotive~~leading magnetic sensor supplier worldwide based on market share. Our products are foundational to automotive and industrial electronic systems. Our sensor ICs enable our customers to precisely measure motion, speed, position and current, while our power ICs include high-temperature and high-voltage capable motor drivers, power management ICs, light emitting diode driver ICs and isolated gate drivers. We believe that our technology expertise, combined with our deep applications knowledge and strong customer relationships, enable us to develop solutions that provide more value to customers than typical ICs. Compared to a typical IC, our solutions are more integrated, intelligent and sophisticated for complex applications and easier for customers to use.

We are headquartered in Manchester, New Hampshire and have a global footprint across multiple continents. Our portfolio includes more than 1,~~000~~500 products, and we ship over 1.5 billion units annually to more than 10,000 customers worldwide. During the three- ~~and nine-~~month periods ended ~~December~~June 27, ~~2024,~~2025 ~~we generated $177.9 million~~ and ~~$532.2~~June ~~million in total net sales~~28, ~~respectively~~2024, ~~with $(6.8) million and $(58.0) million in net loss, respectively. During the three- and nine-month periods ended December 29, 2023,~~ we generated $~~255~~203.04 million and $~~808~~166.89 million in total net sales, respectively, with $3313.42 million and $~~160~~17.06 million in net ~~income~~loss, respectively.

Business Updates

During the nine-month period ended December 27, 2024, we entered into certain related party transactions with Sanken Electric Co., Ltd (“Sanken”). See Note 14, “Related Party Transactions” to the unaudited condensed consolidated financial statements included in this Quarterly Report for additional information.

Other Key Factors and Trends Affecting Our Operating Results

Our financial condition and results of operations have been, and will continue to be, affected by numerous other factors and trends, including the following:

Inflation

Although inflation has moderated in recent periods, inflation rates in the markets in which we operate have increased and may continue to rise as a result of cost increases attributable to global tariff policies. Inflation in recent quarters has led us to experience higher costs, including higher labor costs, wafer and other costs for materials from suppliers, and transportation and energy costs. Our suppliers have raised their prices and may continue to raise prices, and in the competitive markets in which we operate, we may not be able to make corresponding price increases to preserve our gross margins and profitability. If inflation rates continue to rise or remain elevated for a sustained period of time, they could have a material adverse effect on our business, financial condition, results of operations and liquidity. While we have ~~generally~~attempted ~~been able~~ to offset increases in these costs through various productivity and cost reduction initiatives, as well as adjusting our selling prices and releasing new products with improved gross margins, our ability to increase our average selling prices depends on market conditions and competitive dynamics. Given the timing of our actions compared to the timing of these inflationary pressures, there may be periods during which we are unable to fully recover the increases in our costs.

Design Wins with New and Existing Customers

Our end customers continually develop new products in existing and new application areas, and we work closely with our significant original equipment manufacturer customers in most of our target markets to understand their product roadmaps and strategies. For new products, the time from design initiation and manufacturing until we generate sales can be lengthy, typically between two and four years. As a result, our future sales are highly dependent on our continued success at winning design mandates from our customers. Further, ~~despite~~because ~~current inflationary conditions,~~ we expect the average sales prices (“ASPs”) of our products to decline over time, ~~and~~ we consider design wins to be critical to our future success as they help mitigate declines in ASPs. We anticipate being increasingly dependent on revenue from newer design wins for our newer products. The selection process is typically lengthy and may require us to incur significant design and development expenditures in pursuit of a design win, with no assurance that our solutions will be selected. As a result, the loss of any key design win or any significant delay in the ramp-up of volume production of ~~the~~a customer’s products into which our product is designed could adversely affect our business. In addition, volume production is contingent upon the successful introduction and market acceptance of our customers’ end products, which may be affected by several factors beyond our control.

Customer Demand, Orders and Forecasts

Demand for our products is highly dependent on market conditions in the end markets in which our customers operate, which are generally subject to seasonality, cyclicality, tariffs and other pricing increases and competitive conditions. In addition, a substantial portion of our total net sales is derived from sales to customers that purchase large volumes of our products. These customers generally provide periodic forecasts of their requirements. However, these forecasts do not commit such customers to minimum purchases, and customers can revise these forecasts without penalty. In addition, as is customary in the semiconductor industry, customers are generally permitted to cancel orders for our products within a specified period. Cancellations of orders could result in the loss of anticipated sales without allowing us sufficient time to reduce our inventory and operating expenses. In addition, changes in forecasts or the timing of orders from customers expose us to the risks of inventory shortages or excess inventory. We are currently operating in an inflationary environment for our products as a result of global tariff policies, which also have the potential to reduce end market demand in certain markets. Over the past several quarters, we and other semiconductor companies have experienced a downturn in market demand, primarily driven by softening demand from customers across various markets and digestion of excess accumulated inventory. In addition, factors that cause a reduction in demand from the end users of our OEMs’ or other customers’ products, including as a result of increased prices resulting from global trade policies, tariffs or a recessionary environment in the markets in which we operate, may in the future continue to cause our direct customers to significantly reduce the number of products ordered from us.

Manufacturing Costs and Product Mix

Gross margin has been, and will continue to be, affected by a variety of factors, including the ASPs of our products, product mix in a given period, material costs, yields, manufacturing costs and efficiencies. We believe the primary driver of gross margin is the ASP negotiated between us and our customers relative to material costs and yields. Our pricing and margins depend on the volumes and the features of the products we produce and sell to our customers. As our products mature and unit volumes increase, we expect their ASPs to decline in the long term. We continually monitor and work to reduce the cost of our products and improve the potential value our solutions provide to our customers, as we target new design win opportunities and manage the product life cycles of our existing customer designs. We also maintain a close relationship with our suppliers and subcontractors to improve quality, increase yields and lower manufacturing costs. As a result, these declines often coincide with improvements in manufacturing yields and lower wafer, assembly, and testing costs, which offset some or all of the margin reduction that results from declining ASPs. However, we expect our gross margin to fluctuate on a quarterly basis as a result of changes in ASPs due to product mix, new product introductions, transitions into volume manufacturing and manufacturing costs. Gross margin generally decreases if production volumes are lower as a result of decreased demand as it did throughout fiscal year 2025, which leads to a reduced absorption of our fixed manufacturing costs. Gross margin generally increases when the opposite occurs.

Cyclical Nature of the Semiconductor Industry

The semiconductor industry has historically been highly cyclical and is characterized by increasingly rapid technological change, product obsolescence, competitive pricing pressures, evolving standards, short product life cycles in consumer and other rapidly changing markets and fluctuations in product supply and demand. New technology may result in sudden changes in system designs or platform changes that may render some of our products obsolete and require us to devote significant research and development resources to compete effectively. Periods of rapid growth and capacity expansion are occasionally followed by significant market corrections in which sales decline, inventories accumulate, and facilities go underutilized. During periods of expansion, our margins generally improve as fixed costs are spread over higher manufacturing volumes and unit sales. In addition, we may build inventory to meet increasing market demand for our products during these times, which serves to absorb fixed costs further and increase our gross margins. During an expansion cycle, we may increase capital spending and hiring to add to our production capacity. During periods of slower growth or industry contractions, our sales, production and productivity and margins generally decline.

2017 Tax Cuts and Jobs Act

Pursuant to the 2017 Tax Cuts and Jobs Act, beginning in fiscal year 2023, U.S. tax law now requires us to capitalize and amortize domestic and foreign research and development expenditures over five and 15 years, for domestic and foreign research, respectively (“174 Capitalization”). The impact of 174 Capitalization for fiscal year 2025 is an increase in annual cash taxes of approximately $2.0 million and a foreign derived intangible income benefit of approximately $4.0 million. Additionally, the Internal Revenue Service has issued Notice 2024-12 and is expected to issue final guidance which may modify this law or change its impact.

Results of Operations

Three-Month Period Ended ~~December~~June 27, ~~2024~~2025 Compared to Three-Month Period Ended ~~December~~June 2928, ~~2023~~2024

The following table summarizes our results of operations and our results of operations as a percentage of total net sales for the three-month periods ended ~~December~~June 27, ~~2024~~2025 and ~~December~~June 2928, ~~2023~~2024.

	Three-Month Period Ended							Three-Month Period Ended						Change
	December 27,2024				As a % ofNet Sales			December 29,2023			As a % ofNet Sales			$			%
	June 27,2025				As a % ofNet Sales			June 28,2024			As a % ofNet Sales			$			%
				(Dollars in thousands)
Total net sales	$	~~177~~203,~~872~~405				100.0	%	$	~~254~~166,~~984~~919			100.0	%	$	~~(77~~36,~~112~~486	)		~~(30~~21.29	)%
Cost of goods sold		96112,~~657~~103				5455.31	%		~~121~~92,~~156~~148			4755.52	%		~~(24~~19,~~499~~955	)		~~(20~~21.27	)%
Gross profit		8191,~~215~~302				4544.79	%		~~133~~74,~~828~~771			5244.58	%		~~(52~~16,~~613~~531	)		~~(39~~22.31	)%
Operating expenses:
Research and development		4346,~~317~~500				2422.49	%		4445,~~396~~204			1727.41	%		(1,~~079~~296	)		(2.49	)%
Selling, general and administrative		3747,~~939~~542				2123.34	%		5240,~~746~~197			2024.71	%		~~(14~~7,~~807~~345	)		~~(28~~18.13	)%
Total operating expenses		8194,~~256~~042				4546.72	%		9785,~~142~~401			3851.12	%		~~(15~~8,~~886~~641	)		~~(16~~10.41	)%
Operating (loss) income		(41	)			(0.0	)%		36,686			14.4	%		(36,727	)		(100.1	)%
Operating loss		(2,740	)			(1.3	)%		(10,630	)		(6.4	)%		7,890			(74.2	)%
Other (expense) income:
Interest expense		(76,~~762~~359	)			(43.41	)%		(35,~~854~~377	)		(13.52	)%		(~~3,908~~982	)		~~101~~18.43	%
Interest income		~~388~~234				0.21	%		~~857~~494			0.3	%		(~~469~~260	)		(5452.76	)%
Other (expense) income, net		(187	)			(0.1	)%		2,682			1.1	%		(2,869	)		(107.0	)%
Other expense, net		(1,128	)			(0.6	)%		(1,060	)		(0.6	)%		(68	)		6.4	%
(Loss) income before income taxes		(7,602	)			(4.3	)%		36,371			14.3	%		(43,973	)		(120.9	)%
Loss before income taxes		(9,993	)			(4.9	)%		(16,573	)		(9.9	)%		6,580			(39.7	)%
Income tax (benefit) provision		(803	)			(0.5	)%		2,969			1.2	%		(3,772	)		(127.0	)%
Income tax provision		3,169				1.6	%		1,040			0.6	%		2,129			204.7	%
Net (loss) income		(6,799	)			(3.8	)%		33,402			13.1	%		(40,201	)		(120.4	)%
Net loss		(13,162	)			(6.5	)%		(17,613	)		(10.6	)%		4,451			(25.3	)%
Net income attributable to non-controlling interests		6165				0.0	%		5762			0.0	%		43			74.08	%
Net (loss) income attributable to Allegro MicroSystems, Inc.	$	(6,860	)			(3.9	)%	$	33,345			13.1	%	$	(40,205	)		(120.6	)%
Net loss attributable to Allegro MicroSystems, Inc.	$	(13,227	)			(6.5	)%	$	(17,675	)		(10.6	)%	$	4,448			(25.2	)%

Total net sales

Total net sales ~~decreased~~increased in the three-month period ended ~~December~~June 27, ~~2024~~2025 compared to the three-month period ended ~~December~~June 2928, ~~2023~~2024. The ~~decrease~~increase was primarily driven by andata ~~overall~~center ~~reduction~~applications, inindustrial ~~customer-held~~automation ~~inventory~~ and ~~resulting~~robotics, inmedical aand ~~decline~~other inbroad-based ~~shipments~~industrial ~~across all end markets. The decline in shipments impacted nearly all~~ applications, ~~including~~and e-Mobility products, ~~internal~~which ~~combustion~~includes ~~engine,~~our ~~safety~~advanced ~~comfort~~driver ~~and~~assistance ~~convenience~~systems ~~applications,~~(“ADAS”) and ~~other~~components ~~industrial~~for ~~applications,~~electrified ~~including~~vehicles ~~clean energy and automation, data center applications, and smart home applications, partially offset by an increase in broad-based industrial applications~~(“EV”).

Sales Trends by Market

The Company assessed the materiality of the revision qualitatively and quantitatively and determined the revisions to be immaterial to the prior period interim fiscal year 2025 condensed consolidated financial statements. All prior period amounts have been revised in the table below.

The following table summarizes total net sales by market. The categorization of net sales by market is based on the characteristics of the end product and application into which our product will be designed.

Three-Month Period Ended

Change

December 27,2024

December 29,2023

Amount

June 27,2025

June 28,2024

Amount

(Dollars in thousands)

Automotive

~~130~~144,~~066~~264

~~194~~127,~~764~~394

~~(64~~16,~~698~~870

)

~~(33~~13.2

Industrial and other

4759,~~806~~141

6039,~~220~~525

~~(12~~19,~~414~~616

)

~~(20~~49.6

Total net sales

~~177~~203,~~872~~405

~~254~~166,~~984~~919

~~(77~~36,~~112~~486

)

~~(30~~21.29

Automotive net sales ~~decreased~~increased in the three-month period ended ~~December~~June 27, ~~2024~~2025 compared to the three-month period ended ~~December~~June 2928, ~~2023~~2024, primarily due to ~~inventory~~an ~~rebalancing~~increase ~~with~~in ~~our~~e-Mobility ~~automotive contract manufacturing customers looking to reduce inventory levels~~products, aswhich ~~well~~includes asADAS ~~changes~~and ~~in product mix across all general applications~~EV.

Industrial and other net sales ~~decreased~~increased in the three-month period ended ~~December~~June 27, ~~2024~~2025 compared to the three-month period ended ~~December~~June 2928, ~~2023~~2024, primarily due to aan ~~decrease~~increase in demand for ~~our~~ data center applications, ~~other~~ industrial ~~applications,~~automation and ~~sales of smart home applications~~robotics, ~~partially~~medical ~~offset~~and byother ~~an increase in~~ broad-based industrial applications.

2322

Sales Trends by Product

The following table summarizes net sales by product.

Three-Month Period Ended

Change

December 27,2024

December 29,2023

Amount

June 27,2025

June 28,2024

Amount

(Dollars in thousands)

Magnetic sensors (“MS”)

~~113~~129,~~842~~166

~~153~~115,~~558~~109

~~(39~~14,~~716~~057

)

~~(25~~12.92

Power integrated circuits (“PIC”)

6474,~~030~~239

~~101~~51,~~426~~810

~~(37~~22,~~396~~429

)

~~(36~~43.93

Total net sales

~~177~~203,~~872~~405

~~254~~166,~~984~~919

~~(77~~36,~~112~~486

)

~~(30~~21.29

The ~~decrease~~increase in MS ~~and other~~ sales was primarily due to aan ~~decline~~increase in demand for our ~~current and isolator products, as well as our~~ magnetic speed ~~and position sensors~~, ~~partially~~tunneling ~~offset~~magnetoresistance by(“TMR”) ansensor ~~increase~~solutions ofand ~~sales for~~ our ~~tunnel~~current ~~magnetoresistance~~and ~~(“TMR”)~~isolator ~~solutions~~products. The ~~decline~~increase in PIC sales was primarily driven by aan ~~decrease~~increase in demand for our motor products and high performance power products.

Sales Trends by Geographic Location

The following table summarizes net sales by geographic location based on ship-to location.

Three-Month Period Ended

Change

December 27,2024

December 29,2023

Amount

June 27,2025

June 28,2024

Amount

(Dollars in thousands)

Americas:

United States

1923,~~229~~774

2822,~~481~~267

(91,~~252~~507

)

~~(32~~6.58

Other Americas

58,~~899~~848

75,~~718~~224

(13,~~819~~624

)

~~(23~~69.64

EMEA:

Europe

2730,~~296~~473

3626,~~870~~906

(93,~~574~~567

)

~~(26~~13.03

Asia:

Greater China

5057,~~378~~569

7731,~~331~~860

~~(26~~25,~~953~~709

)

~~(34~~80.97

Japan

3633,~~812~~653

4240,~~250~~643

(56,~~438~~990

)

(1217.92

South Korea

1719,~~152~~603

2721,~~710~~773

(102,~~558~~170

)

(3810.10

Other Asia

2129,~~106~~485

3418,~~624~~246

~~(13~~11,~~518~~239

)

~~(39~~61.06

Total net sales

~~177~~203,~~872~~405

~~254~~166,~~984~~919

~~(77~~36,~~112~~486

)

~~(30~~21.29

Greater China net sales ~~decreased~~increased in the three-month period ended ~~December~~June 27, ~~2024~~2025 compared to the three-month period ended ~~December~~June 2928, ~~2023~~2024, primarily driven by ~~reduced~~an increase in net sales of ~~electric~~ADAS ~~vehicles~~ and ~~advanced~~EV ~~driver~~and ~~assistance~~distributors ~~systems~~currently ~~applications,~~managing ~~offset~~inventory ~~by an increase in broad-based applications~~levels. ~~Americas~~Other Asia net sales ~~decreased~~increased ~~due to the decline~~ in ~~demand~~both ~~in the United States~~ automotive and industrial and other ~~markets~~, primarily ~~across~~in ~~all~~internal combustion engine and data center applications. ~~Europe~~Americas net sales ~~declined~~increased in both automotive ~~markets,~~and ~~primarily~~industrial ~~driven~~and byother ~~decline~~applications. Europe net sales increased primarily in ~~electric~~automotive ~~vehicles~~markets. ~~Other~~Japan ~~Asia~~ net sales declined in ~~data center applications~~automotive, ~~offset~~primarily byin ansafety, ~~increase~~comfort inand ~~broad-based~~convenience ~~industrial~~ applications. South Korea net sales declined in automotive primarily in ~~safety,~~ADAS ~~comfort~~ and ~~convenience applications~~EV.

Cost of goods sold

Cost of goods sold ~~decreased~~increased in the three-month period ended ~~December~~June 27, ~~2024~~2025 compared to the three-month period ended ~~December~~June 2928, ~~2023~~2024, primarily due to ahigher ~~reduction~~production ~~in shipped~~ volume, ~~as well as a change~~ in ~~product~~support ~~mix, partially offset by an increase in amortization~~ of ~~intangible~~higher ~~assets~~product insales ~~relation~~and toforeign ~~the~~currency ~~acquisition of Crocus Technology International Corp~~impact. ~~(“Crocus”).~~

Cost of goods sold as a percentage of our total net sales was 5455.31% and 4755.52% for the three-month periods ended ~~December~~June 27, ~~2024~~2025 and ~~December~~June 2928, ~~2023~~2024, respectively. The ~~increase~~decrease was primarily due to the ~~reduction~~increase in production volume~~, as well as a change in product mix noted above~~.

Gross profit and gross margin

Gross profit ~~decreased~~increased in the three-month period ended ~~December~~June 27, ~~2024~~2025 compared to the three-month period ended ~~December~~June 2928, ~~2023~~2024, primarily due to the ~~decrease~~increase in net sales and a change in product mix ~~noted above~~.

Gross margin was 4544.79% and 5244.58% for the three-month periods ended ~~December~~June 27, ~~2024~~2025 and ~~December~~June 2928, ~~2023~~2024, respectively. The ~~decrease~~increase was primarily due to the ~~decline~~increase in net sales and a change in product mix ~~noted above~~.

Research and development expenses

Research and development (“R&D”) expenses ~~decreased~~increased in the three-month period ended ~~December~~June 27, ~~2024~~2025 compared to the comparable period in fiscal year ~~2024~~2025, primarily due to the ~~reduction~~increase of R&D personnel costs~~, including the annual incentive program and a reduction in depreciation~~.

24R&D expenses as a percentage of our total net sales was 22.9% and 27.1% for the three-month periods ended June 27, 2025 and June 28, 2024, respectively. The decrease was primarily due to the increase in net sales.

R&D expenses as a percentage of our total net sales was 24.4% and 17.4% for the three-month periods ended December 27, 2024 and December 29, 2023, respectively. The increase was primarily due to the decline in net sales, partially offset by the reduction from R&D personnel costs, including the annual incentive program.23

Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses ~~decreased~~increased in the three-month period ended ~~December~~June 27, ~~2024~~2025 compared to the three-month period ended ~~December~~June 2928, ~~2023~~2024, primarily due to aan ~~decrease~~increase in outside service ~~costs,~~and personnel ~~and severance expenses, and the annual incentive program~~costs.

SG&A expenses as a percentage of our total net sales was 2123.34% and 2024.71% in the three-month periods ended ~~December~~June 27, ~~2024~~2025 and ~~December~~June 2928, ~~2023~~2024, respectively. The ~~increase~~decrease as a percentage of total net sales was primarily due to the ~~decline~~increase in net sales, partially offset by aan ~~decrease~~increase in outside service ~~costs~~, personnel costs and ~~severance~~the ~~expenses,~~funding ~~and~~of the annual incentive program.

Interest expense

Interest expense increased in the three-month period ended ~~December~~June 27, ~~2024~~2025 compared to the three-month period ended ~~December~~June 2928, ~~2023~~2024, due to higher interest payments on the Refinanced 2023 Term Loan Facility (as defined in Note 9, “Debt and Other Borrowings” to the unaudited condensed consolidated financial statements included in this Quarterly Report), which increased our total outstanding debt balance.

Interest income

Interest income decreased in the three-month period ended ~~December~~June 27, ~~2024~~2025 compared to the three-month period ended ~~December~~June 2928, ~~2023~~2024, primarily due to lower cash and cash equivalent balances.

Other (expense~~) income~~, net

The foreign currency loss recorded in the three-month period ended ~~December~~June 27, ~~2024~~2025 was primarily due to ~~realized~~U.S. ~~and~~Dollar ~~unrealized~~weakening ~~losses~~against ~~from~~the ~~our Philippine location~~Euro. The foreign currency ~~gain~~loss recorded in the three-month period ended ~~December~~June 2928, ~~2023~~2024 was primarily due to realized and unrealized ~~gains~~losses from our Philippine ~~and France locations~~location.

We recorded a gain of $0.78 million related to our investment in marketable securities and earnings in our money market fund deposits in the three-month period ended ~~December~~June 2927, ~~2023~~2025, compared to investment income of $0.5 million related to our money market fund deposits in the three-month period ended June 28, 2024.

Income tax ~~(benefit)~~ provision

Income tax ~~benefit~~provision and the effective income tax rate were approximately $(03.8)2 million and 10(31.67)%, respectively, in the three-month period ended ~~December~~June 27, ~~2024~~2025, compared to income tax provision and effective income tax rate of approximately $31.0 million and 8(6.23)%, respectively, in the three-month period ended ~~December~~June 2928, ~~2023~~2024. The ~~increase~~change in the effective tax rate ~~(“ETR”)~~for ~~was~~the ~~mainly~~three-month ~~due~~period toended aJune ~~decrease in forecasted GAAP income before taxes~~27, ~~less tax deductions for share-based compensation~~2025, ~~and~~compared ~~an increase in nondeductible expenses primarily related~~ to the ~~share~~three-month ~~repurchase~~period ~~transaction~~ended ~~with~~June ~~Sanken~~28, ~~(the~~2024 ~~“Sanken~~results ~~Transaction”)~~mainly ~~and~~from ~~PSL~~a ~~financing~~decrease ~~transaction~~in ~~(the~~GAAP ~~“PSL~~loss ~~Transaction”~~before taxes and ~~the~~increased ~~closing~~non-deductible ~~thereunder,~~share-based ~~the “PSL Closing”)~~compensation, ~~each~~offset ofby ~~which~~increased ~~are~~foreign-derived ~~described~~intangible inincome ~~more~~tax ~~detail~~benefit inand ~~Note 14, “Related Party Transactions” to~~ the ~~unaudited~~quarterly ~~condensed~~impact ~~consolidated~~of ~~financial~~discrete ~~statements~~transaction ~~included in this Quarterly Report~~benefits.

2524

Nine-Month Period Ended December 27, 2024 Compared to Nine-Month Period Ended December 29, 2023

The following table summarizes our results of operations and our results of operations as a percentage of total net sales for the nine-month periods ended December 27, 2024 and December 29, 2023.

	Nine-Month Period Ended						Nine-Month Period Ended						Change
	December 27,2024			As a % ofNet Sales			December 29,2023			As a % ofNet Sales			$			%
	(Dollars in thousands)
Total net sales (1)	$	532,182			100.0	%	$	808,786			100.0	%	$	(276,604	)		(34.2	)%
Cost of goods sold (1)		290,534			54.6	%		357,505			44.2	%		(66,971	)		(18.7	)%
Gross profit		241,648			45.4	%		451,281			55.8	%		(209,633	)		(46.5	)%
Operating expenses:
Research and development		132,031			24.8	%		130,799			16.2	%		1,232			0.9	%
Selling, general and administrative		116,221			21.8	%		140,135			17.3	%		(23,914	)		(17.1	)%
Total operating expenses		248,252			46.6	%		270,934			33.5	%		(22,682	)		(8.4	)%
Operating (loss) income		(6,604	)		(1.2	)%		180,347			22.3	%		(186,951	)		(103.7	)%
Other (expense) income:
Interest expense		(23,492	)		(4.4	)%		(5,381	)		(0.7	)%		(18,111	)		336.6	%
Interest income		1,302			0.2	%		2,550			0.3	%		(1,248	)		(48.9	)%
Loss on change in fair value of forward repurchase contract		(34,752	)		(6.5	)%		—			—	%		(34,752	)		—	%
Other (expense) income, net		(3,712	)		(0.7	)%		30			0.0	%		(3,742	)		(12,473.3	)%
(Loss) income before income taxes		(67,258	)		(12.6	)%		177,546			22.0	%		(244,804	)		(137.9	)%
Income tax (benefit) provision		(9,233	)		(1.7	)%		17,584			2.2	%		(26,817	)		(152.5	)%
Net (loss) income		(58,025	)		(10.9	)%		159,962			19.8	%		(217,987	)		(136.3	)%
Net income attributable to non-controlling interests		185			0.0	%		150			0.0	%		35			23.3	%
Net (loss) income attributable to Allegro MicroSystems, Inc.	$	(58,210	)		(10.9	)%	$	159,812			19.8	%	$	(218,022	)		(136.4	)%

(1) Our total net sales and cost of goods sold for the periods presented above include related party sales and cost of goods sold generated with Sanken. See our unaudited condensed consolidated financial statements included in this Quarterly Report for additional information regarding our related party net sales for the periods set forth above.

Total net sales

Total net sales decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023. The decrease was primarily driven by an overall reduction in customer-held inventory resulting in a decline in shipments across all end markets. The decline in shipments impacted all applications including e-Mobility products, internal combustion engine, safety comfort and convenience applications, and broad-based and other industrial applications, including clean energy and automation, data center applications and consumer and smart home products.

Sales Trends by Market

	Nine-Month Period Ended				Change
	December 27,2024		December 29,2023		Amount			%
	(Dollars in thousands)
Automotive	$	403,143	$	577,515	$	(174,372	)		(30.2	)%
Industrial and other		129,039		231,271		(102,232	)		(44.2	)%
Total net sales	$	532,182	$	808,786	$	(276,604	)		(34.2	)%

Automotive net sales decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, primarily due to inventory rebalancing with our automotive contract manufacturing customers looking to reduce inventory levels, as well as changes in product mix across all general markets.

Industrial and other net sales decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, primarily due to a decrease in demand for our data center applications and our broad-based and other industrial applications, in addition to distributor inventory reductions.

Sales Trends by Product

The following table summarizes net sales by product.

	Nine-Month Period Ended				Change
	December 27,2024		December 29,2023		Amount			%
	(Dollars in thousands)
MS	$	357,651	$	503,635	$	(145,984	)		(29.0	)%
PIC		174,531		305,151		(130,620	)		(42.8	)%
Total net sales	$	532,182	$	808,786	$	(276,604	)		(34.2	)%

The decrease in MS and other sales was due to a decline in demand for our current and isolator products, as well as our magnetic speed and position sensors, partially offset by an increase in sales of our TMR solutions. The decline in PIC sales was primarily driven by a decrease in demand for our motor products and high performance power products.

Sales Trends by Geographic Location

The following table summarizes net sales by geographic location based on ship-to location.

	Nine-Month Period Ended				Change
	December 27,2024		December 29,2023		Amount			%
	(Dollars in thousands)
Americas:
United States	$	69,235	$	125,029	$	(55,794	)		(44.6	)%
Other Americas		17,549		25,765		(8,216	)		(31.9	)%
EMEA:
Europe		81,482		139,209		(57,727	)		(41.5	)%
Asia:
Greater China		131,233		209,010		(77,777	)		(37.2	)%
Japan		115,171		131,105		(15,934	)		(12.2	)%
South Korea		57,096		86,277		(29,181	)		(33.8	)%
Other Asia		60,416		92,391		(31,975	)		(34.6	)%
Total net sales	$	532,182	$	808,786	$	(276,604	)		(34.2	)%

In Greater China, net sales decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, primarily due to the decline in automotive markets and industrial markets, offset by broad-based industrial applications, which are served through distributors currently managing inventory levels. Americas net sales decreased primarily due to the decline in the United States automotive and industrial markets across primarily all applications. In addition, Europe net sales declined in automotive and industrial, where demand in broad-based and other industrial applications has declined along with electric vehicles. South Korea net sales declined in the automotive applications, primarily safety, comfort and convenience applications, along with other declines in all auto applications. Other Asia net sales declined across industrial markets and auto markets in general, while Japan net sales declined in internal combustion engines, safety, comfort and convenience applications, advanced driver assistance systems and data center applications, partially offset by an increase in broad-based applications.

Cost of goods sold

Cost of goods sold decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, primarily due to a reduction in shipped volume as well as a change in product mix, partially offset by an increase in amortization of intangible assets in relation to the acquisition of Crocus.

Cost of goods sold as a percentage of our total net sales was 54.6% and 44.2% for the nine-month periods ended December 27, 2024 and December 29, 2023, respectively. The increase was primarily due to the reduction in production volume, as well as a change in product mix noted above.

Gross profit and gross margin

Gross profit decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, due to the decrease in net sales and a change in product mix noted above.

Gross margin was 45.4% and 55.8% for the nine-month periods ended December 27, 2024 and December 29, 2023, respectively. The decrease was primarily due to the decline in net sales and a change in product mix noted above.

Research and development expenses

R&D expenses increased in the nine-month period ended December 27, 2024 compared to the comparable period in fiscal year 2024, primarily due to an increase in R&D supplies, partially offset by a reduction from personnel costs, depreciation and R&D tax credits.

R&D expenses as a percentage of our total net sales was 24.8% and 16.2% for the nine-month periods ended December 27, 2024 and December 29, 2023, respectively. The increase was primarily due to the increase in R&D supplies in addition to the decline in net sales, partially offset by a reduction from personnel costs, depreciation and R&D tax credits noted above.

Selling, general and administrative expenses

SG&A expenses decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, primarily due to a decrease in the annual incentive program and outside service costs, partially offset by an increase in personnel and severance expenses.

SG&A expenses as a percentage of our total net sales was 21.8% and 17.3% in the nine-month periods ended December 27, 2024 and December 29, 2023, respectively. The increase as a percentage of total net sales was primarily due to the decline in net sales, partially offset by a decrease in outside service costs, personnel and severance expenses, and the annual incentive program.

Interest expense

Interest expense increased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, due to higher interest payments on the Refinanced 2023 Term Loan Facility, which increased our total outstanding debt balance.

Interest income

Interest income decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, primarily due to lower cash and cash equivalent balances.

Loss on change in fair value of forward repurchase contract

We recorded a loss on the change in fair value of a forward repurchase contract in the nine-month period ended December 27, 2024, primarily due to the various settlement dates under the Share Repurchase Agreement with Sanken as part of the Sanken Transaction.

Other (expense) income, net

The foreign currency loss recorded in the nine-month period ended December 27, 2024 was primarily due to realized and unrealized losses from our Philippine location. The foreign currency loss recorded in the nine-month period ended December 29, 2023 was related to our Philippines and United Kingdom locations, offset by gains in our France location.

We also recorded a net loss of $2.8 million as a result of the PSL Closing in the nine-month period ended December 27, 2024 related to the difference between the selling price per share and its carrying amount per share and after a gain from the conversion of PSL promissory notes that we held, partially offset by $1.2 million of gains related to earnings in our money market fund deposits. We recorded unrealized losses of $11.2 million related to our investment in marketable securities, partially offset by $11.3 million of gains related to sales of our investment in marketable securities and earnings in our money market fund deposits in the nine-month period ended December 29, 2023.

Income tax (benefit) provision

Income tax benefit and the effective income tax rate were $(9.2) million and 13.7%, respectively, in the nine-month period ended December 27, 2024, compared to income tax provision and effective income tax rate of $17.6 million and 9.9%, respectively, in the nine-month period ended December 29, 2023. The increase in the ETR was mainly due to a decrease in forecasted GAAP income before taxes, less tax deductions for share-based compensation, and an increase in nondeductible expenses primarily related to the Sanken Transaction and PSL Transaction.

Liquidity and Capital Resources

As of ~~December~~June 27, ~~2024~~2025, we had $~~138~~129.51 million of cash and cash equivalents and $~~394~~326.74 million of working capital, compared to $~~212~~121.13 million of cash and cash equivalents and $~~454~~370.38 million of working capital as of March 2928, ~~2024~~2025. Working capital is impacted by the timing and extent of our business needs. A payment of $25.0 million was applied to the outstanding balance of the 2025 Refinanced Loans (as defined in Note 9, “Debt and Other Borrowings” to the unaudited condensed consolidated financial statements included in this Quarterly Report) on July 31, 2025.

OnOur ~~August~~primary 6requirements for liquidity and capital resources besides our growth initiatives are working capital, ~~2024~~capital expenditures, weprincipal ~~entered~~and ~~into~~interest ~~Amendment~~payments Noon our outstanding debt, and other general corporate needs. 2Historically, ~~(the~~these ~~“Second~~cash ~~Amendment”)~~requirements have been met through cash provided by operating activities and cash and cash equivalents. Our current capital deployment strategy for fiscal year 2026 is to ~~the~~utilize cash on hand and capacity under our revolving credit facility ~~credit~~to ~~agreement~~support ~~dated~~our ~~June~~continued 21growth initiatives into select markets and planned capital expenditures, ~~2023~~as (well as ~~amended~~consider potential acquisitions. As of June 27, 2025, the ~~“2023~~Company ~~Revolving~~was ~~Credit~~not ~~Agreement”~~party ~~and~~to ~~the~~any ~~credit~~off-balance ~~facility~~sheet ~~thereunder~~arrangements that have had or are reasonably likely to have a current or future material effect on our financial condition, asresults ~~amended~~of operations, liquidity, capital expenditures, or capital resources. The cash requirements for the ~~“2023~~upcoming ~~Revolving~~fiscal ~~Credit~~year ~~Facility”)~~relate ~~among~~to our operating leases, operating and capital purchase commitments, and expected contributions to our defined benefit and contribution plans. Additionally, we expect to continue to strategically invest in expanding our operations in China, Europe, Japan and India in order to directly manage and service our customers in these markets, which could result in increases in our total net sales, cost of goods sold and operating expenses. For information regarding the Company’s expected cash requirements and timing of payments related to leases, ~~Allegro~~noncancellable ~~MicroSystems~~purchase commitments and pension and defined contribution plans, ~~LLC~~see Note 12, ~~Morgan~~“Leases,” ~~Stanley~~Note ~~Senior~~15, ~~Funding~~“Retirement Plans,” ~~Inc.~~and Note 16, as“Commitments and Contingencies” to the audited consolidated financial statements in the Company’s 2025 Annual Report.

28We believe that our existing cash will be sufficient to finance our continued operations, growth strategy, planned capital expenditures and the additional expenses that we expect to incur during the next 12 months. In order to support and achieve our future growth plans, we may need or advantageously seek to obtain additional funding through equity or debt financing. We believe that our current operating structure will facilitate sufficient cash flows from operations to satisfy our expected long-term liquidity requirements beyond the next 12 months. If these resources are not sufficient to satisfy our liquidity requirements due to changes in circumstances, we may be required to borrow under our revolving credit facility or seek additional financing. If we raise additional funds by issuing equity securities that are not used to repurchase existing shares outstanding, our stockholders will experience dilution. Debt financing, if available, may contain covenants that significantly restrict our operations or our ability to obtain additional debt financing in the future. Any additional financing that we raise may contain terms that are not favorable to us or our stockholders. We cannot assure you that we would be able to obtain additional financing on terms favorable to us or our existing stockholders, or at all.

administrative agent and the collateral agent, and each lender from time to time party there to. The Second Amendment increased the total capacity of the 2023 Revolving Credit Facility to $256 million and provided for a new $400 million tranche of term loans maturing in 2030 (the “Refinanced 2023 Term Loan Facility”), the proceeds of which were used, in relevant part to (i) repurchase a portion of our common stock, (ii) refinance our $250 million term loan maturing in 2030 (the “2023 Term Loan Facility”), (iii) pay fees and expenses in connection with the foregoing and (iv) for general corporate purposes. The Refinanced 2023 Term Loan Facility amortizes at a rate of 1.00% per annum. The Refinanced 2023 Term Loan Facility bears interest, at our option, at a rate equal to (i) Term SOFR in effect from time to time plus 2.25% or (ii) the highest of (x) the Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.50%, (y) the prime lending rate or (z) the one-month Term SOFR plus 1.00% in effect from time to time plus 1.25%. The Refinanced 2023 Term Loan Facility will mature on October 31, 2030.

Our primary requirements for liquidity and capital resources besides our growth initiatives are working capital, capital expenditures, principal and interest payments on our outstanding debt, and other general corporate needs. Historically, these cash requirements have been met through cash provided by operating activities and cash and cash equivalents. Our current capital deployment strategy for fiscal year 2025 is to utilize cash on hand and capacity under our 2023 Revolving Credit Facility to support our continued growth initiatives into select markets and planned capital expenditures, as well as consider potential acquisitions. As of December 27, 2024, the Company was not party to any off-balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources. The cash requirements for the upcoming fiscal year relate to our operating leases, operating and capital purchase commitments, and expected contributions to our defined benefit and contribution plans. Additionally, we expect to continue to strategically invest in expanding our operations in China, Japan and India in order to directly manage and service our customers in these markets, which could result in increases in our total net sales, cost of goods sold and operating expenses. For information regarding the Company’s expected cash requirements and timing of payments related to leases, noncancellable purchase commitments and pension and defined contribution plans, see Note 12, “Leases,” Note 16, “Commitments and Contingencies” and Note 15, “Retirement Plans” to the audited consolidated financial statements in the Company’s 2024 Annual Report.

We believe that our existing cash will be sufficient to finance our continued operations, growth strategy, planned capital expenditures and the additional expenses that we expect to incur during the next 12 months. In order to support and achieve our future growth plans, we may need or advantageously seek to obtain additional funding through equity or debt financing. We believe that our current operating structure will facilitate sufficient cash flows from operations to satisfy our expected long-term liquidity requirements beyond the next 12 months. If these resources are not sufficient to satisfy our liquidity requirements due to changes in circumstances, we may be required to borrow under our 2023 Revolving Credit Facility or seek additional financing. If we raise additional funds by issuing equity securities that are not used to repurchase existing shares outstanding, our stockholders will experience dilution. Debt financing, if available, may contain covenants that significantly restrict our operations or our ability to obtain additional debt financing in the future. Any additional financing that we raise may contain terms that are not favorable to us or our stockholders. We cannot assure you that we would be able to obtain additional financing on terms favorable to us or our existing stockholders, or at all.

Cash Flows from Operating, Investing and Financing Activities

The following table summarizes our cash flows for the ~~nine~~three-month periods ended ~~December~~June 27, ~~2024~~2025 and ~~December~~June 2928, ~~2023~~2024:

	Nine-Month Period Ended
	Three-Month Period Ended
	December 27, 2024			December 29, 2023
	June 27, 2025			June 28, 2024
	(dollars in thousands)
Net cash provided by operating activities	$	4161,~~560~~618		$	~~168~~34,~~951~~196
Net cash used in investing activities		(3410,~~245~~600	)		(~~502~~10,~~444~~977	)
Net cash (used in) provided by financing activities		(79,209	)		198,148
Net cash used in financing activities		(44,190	)		(60,378	)
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(1,~~305~~444	)		~~375~~(825	)
Net decrease in cash and cash equivalents and restricted cash	$	(73,199	)	$	(134,970	)
Net increase (decrease) in cash and cash equivalents and restricted cash	$	8,272		$	(37,984	)

Operating Activities

Net cash provided by operating activities was $4161.6 million in the ~~nine~~three-month period ended ~~December~~June 27, ~~2024~~2025, resulting primarily from a net loss of $5813.02 million and noncash charges of $~~120~~26.02 million, further adjusted by a net ~~decrease~~increase in cash from ana ~~increase~~decrease in net operating assets and liabilities of $2048.45 million. Noncash charges primarily included increases of $4816.62 million for depreciation and amortization, $3410.8 million ~~for loss on change in fair value~~ of ~~forward repurchase contract, $32.3 million of~~ stock-based compensation, and $73.5 million for provisions for inventory and expected credit losses ~~and $6.6 million of other non-cash reconciling items~~, partially offset by $~~11.~~5.1 million of deferred income taxes. The net ~~increase~~decrease in operating assets and liabilities consisted of a $3836.10 million ~~increase~~decrease in ~~inventories~~prepaid expenses and other assets, a $217.32 million decrease in inventories, an $8.0 million increase in accrued expenses and other current and long-term liabilities, ~~partially~~and ~~offset~~a by $346.43 million ~~decrease~~increase in trade accounts ~~receivable~~payable, ~~net,~~partially offset by a $5.53 million increase in trade accounts ~~payable~~receivable, net and a $03.6 million ~~increase~~decrease in net amounts due to related party. The ~~decrease~~increase in trade accounts receivable, net was primarily a result of ~~decreased~~increased sales year-over-year. Trade accounts payable increased primarily due to the timing of payments to suppliers and vendors, including unpaid capital expenditures of $12.78 million. The decrease in prepaid expenses and other assets was mostly due to the timing of tax payments. The decrease in inventories was primarily the result of the increase in net sales. The decrease in net amounts due to related ~~parties~~party was primarily due to variations in the timing of such payments in the ordinary course of business. The increase in accrued expenses and other current and long-term liabilities was primarily the result of higher accrued income taxes and accrued personnel costs.

2925

~~payments~~Net cash provided by operating activities was $34.2 million in the ~~ordinary~~three-month ~~course~~period ended June 28, 2024, resulting primarily from net loss of ~~business~~$17.6 ~~The~~million and noncash charges of $24.7 million, partially offset by a net increase in ~~inventories~~cash ~~was~~from ~~primarily~~a ~~the~~decrease ~~result~~in net operating assets and liabilities of ~~inventory~~$27.1 ~~builds~~million. The net decrease in operating assets and liabilities consisted of ~~standard~~a ~~products~~$55.1 tomillion ~~support~~decrease ~~anticipated~~in ~~sales~~trade ~~growth~~accounts receivable, net, a $16.0 ~~The~~million increase in inventories, a $14.0 million decrease in accrued expenses and other current and long-term liabilities, and a $1.7 million increase in prepaid expenses and other assets, ~~was~~partially ~~mostly~~offset by a $3.4 million increase in net amounts due to ~~higher~~related ~~long-term~~party ~~deposits~~ and a $0.2 million increase in trade accounts payable. The increase in inventories was primarily the ~~timing~~result of ~~tax~~inventory ~~payments~~builds to support anticipated sales growth for the remainder of fiscal year 2025. The decrease in accrued expenses and other current and long-term liabilities was primarily the result of a reduction in accrued personnel costs due to the timing of payments pursuant to our annual incentive compensation plan. The increase in prepaid expenses and other assets was mostly due to higher long-term deposits and the timing of tax payments. The decrease in trade accounts receivable, net, was primarily a result of decreased sales year-over-year. Trade accounts payable decreased primarily due to the timing of payments to suppliers and vendors, including unpaid capital expenditures of $5.5 million. The increase in net amounts due to related party was primarily due to variations in the timing of such payments in the ordinary course of business.

Net cash provided by operating activities was $169.0 million in the nine-month period ended December 29, 2023, resulting primarily from net income of $160.0 million and noncash charges of $67.9 million, partially offset by a net decrease in cash from an increase in net operating assets and liabilities of $58.9 million. The net increase in operating assets and liabilities consisted of a $19.9 million increase in inventories, a $20.5 million decrease in accrued expenses and other current and long-term liabilities, a $13.1 million increase in prepaid expenses and other assets, a $2.6 million increase in trade accounts receivable, net, and a $9.6 million decrease in trade accounts payable, partially offset by a $6.8 million increase in net amounts due from related parties. The increase in inventories was primarily the result of inventory builds to support anticipated sales growth for the remainder of fiscal year 2024. The decrease in accrued expenses and other current and long-term liabilities was primarily the result of a reduction in accrued personnel costs due to timing of payments pursuant to our annual incentive compensation plan. The increase in prepaid expenses and other assets was mostly due to higher long-term deposits and the timing of tax payments. The increase in trade accounts receivable, net, was primarily a result of increased sales year-over-year, as well as timing of receipts. Trade accounts payable decreased primarily due to the timing of payments to suppliers and vendors, including unpaid capital expenditures of $2.2 million. The increase in net amounts due to related parties was primarily due to variations in the timing of such payments in the ordinary course of business.

Investing Activities

Net cash used in investing activities was $3410.26 million in the ~~nine~~three-month period ended ~~December~~June 27, ~~2024~~2025, ~~primarily~~ consisting of purchases of property, plant and equipment.

Net cash used in investing activities was $~~502~~11.40 million in the ~~nine~~three-month period ended ~~December~~June 2928, ~~2023~~2024, consisting of ~~payments related to the acquisition of Crocus of $408.1 million and~~ purchases of property, plant and equipment ~~of $110~~.~~5 million, partially offset by proceeds from the sale of marketable securities of $16.2 million.~~

Financing Activities

Net cash used in financing activities was $7944.2 million in the ~~nine~~three-month period ended ~~December~~June 27, ~~2024~~2025, primarily consisting of $~~853~~35.~~9 million of repurchases of our common stock, $75.~~0 million of ~~payment~~payments on our ~~2023~~2025 ~~Term~~Refinanced ~~Loan~~Loans ~~Facility~~ and $129.80 million of taxes related to the net settlement of equity awards~~, partially offset by the issuance of common stock of $665~~.9 million, net proceeds of $193.5 million from the Refinanced 2023 Term Loan Facility, proceeds received in connection with the issuance of common stock under our employee stock purchase plan and proceeds received related to the quarterly payment from PSL on our related party loan.

Net cash ~~provided~~used byin financing activities was $~~198~~60.14 million in the ~~nine~~three-month period ended ~~December~~June 2928, ~~2023~~2024, consisting of a $~~245~~50.50 million ofpayment ~~borrowing~~on ~~of senior secured debt, proceeds received in connection with the issuance of common stock under~~ our ~~employee~~2023 ~~stock~~Term ~~purchase~~Loan ~~plan~~Facility and ~~proceeds~~$11.2 ~~received~~million ~~related~~of ~~to the quarterly payment from PSL on our related party loan, partially offset by~~ taxes related to the net settlement of equity awards~~, and payments of debt issuance costs in connection with the 2023 Revolving Credit Facility and 2023 Term Loan Facility~~.

Debt Obligations

See Note 9, “Debt and Other Borrowings” to the unaudited condensed consolidated financial statements included in this Quarterly Report for information regarding our debt obligations.

Recent Accounting Pronouncements

See Note 2, “Summary of Significant Accounting Policies” to the unaudited condensed consolidated financial statements included in this Quarterly Report for a full description of recent accounting pronouncements, including the respective dates of adoption or expected adoption and effects on our condensed consolidated financial statements contained in Item 1 of this Quarterly Report.

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our ~~2024~~2025 Annual Report. There have been no material changes in our critical accounting policies and estimates since March 2928, ~~2024~~2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have not been any material changes in our exposures to market risk since March 2928, ~~2024~~2025. For details on the Company’s interest rate, foreign currency exchange rate, and inflation risks, see Part I, Item 7A. “Quantitative and Qualitative Information About Market Risks” in our ~~2024~~2025 Annual Report.

~~Item 4. Controls and Procedures.~~26

Item 4. Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating 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”)), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of ~~December~~June 27, ~~2024~~2025. Based on the evaluation of our disclosure controls and procedures as of ~~December~~June 27, ~~2024~~2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

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 15(d)-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be involved in claims, regulatory examinations or investigations and proceedings arising in the ordinary course of our business. The outcome of any such claims or proceedings, regardless of the merits, and the Company’s ultimate liability, if any, is inherently uncertain. We are not currently party to any material legal proceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

Item 1A. Risk Factors.

Various risk factors associated with our business are included in our 2025 Annual Report, as filed with the SEC on May 2322, ~~2024~~2025. There have been no material changes to those risk factors previously disclosed in our 2025 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 5. Other Information.

OnDuring ~~December~~the ~~11,~~three-month ~~2024,~~period ~~Mr.~~ended ~~Max~~June ~~Glover~~27, ~~the Company’s Senior Vice President of Worldwide Sales~~2025, ~~adopted~~no adirector ~~trading~~or ~~arrangement~~officer ~~for the sale~~ of ~~shares of~~ the Company’s ~~common~~adopted ~~stock~~or ~~that~~terminated ~~is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (~~a “Rule 10b5-1 ~~Trading~~trading ~~Plan~~arrangement”). ~~Mr.~~or ~~Glover’s~~ “non-Rule 10b5-1 ~~Trading Plan, which terminates at the close of~~ trading onarrangement” ~~January~~as ~~23,~~each ~~2026,~~term ~~for~~is adefined ~~total~~in ~~duration~~Item of 408 ~~days, provides for the sale~~ of upRegulations ~~to 84,250 shares of the Company’s common stock pursuant to the terms of the plan~~S-K.

On December 12, 2024, Mr. Michael Doogue, the Company’s Executive Vice President, Chief Technology Officer, adopted a Rule 10b5-1 Trading Plan. Mr. Doogue’s Rule 10b5-1 Trading Plan, which terminates at the close of trading on December 31, 2025, for a total duration of 384 days, provides for the sale of up to 70,000 shares of the Company’s common stock pursuant to the terms of the plan.28

Item 6. Exhibits

(a) Exhibits

Exhibit No.		Description of Exhibit
10.1†		Amendment, dated October 31, 2024, to the Employment Agreement, dated May 2, 2022, by and between Allegro MicroSystems, Inc. and Vineet Nargolwala (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2024).
10.1		Amendment, dated March 31, 2025, to the Distribution Agreement dated April 1, 2023 by and between Allegro MicroSystems, LLC and Sanken Electric Co., Ltd (incorporated by reference from Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on May 22, 2025)†
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline 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		Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 filed herewith).

* Filed herewith.

** Furnished herewith.

† ~~Indicates~~Portions ~~management~~of ~~contract~~this exhibit (indicated by “[XXX]” or ~~compensatory~~“[***]”) ~~plan~~have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, ~~contract~~as oramended, ~~arrangement~~because they are both (i) not material and (ii) the type of information that the Company customarily and actually treats as private and confidential.

3329

SIGNATURES

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

	ALLEGRO MICROSYSTEMS, INC.
Date: January 31, 2025	By:	/s/ Vineet Nargolwala
Date: August 1, 2025	By:	/s/ Michael C. Doogue
		Vineet Nargolwala
		Michael C. Doogue
		President and Chief Executive Officer(principal executive officer)
Date: January 31, 2025	By:	/s/ Derek P. D’Antilio
Date: August 1, 2025	By:	/s/ Derek P. D’Antilio
		Derek P. D’Antilio
		Executive Vice President, Chief Financial Officer and Treasurer(principal financial officer)

3430

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