Form 8-K

8-K — ALLEGRO MICROSYSTEMS, INC.

Accession: 0001193125-26-436963

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0000866291

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — algm-20261029.htm (Primary)

EX-99.1 (algm-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: algm-20261029.htm · Sequence: 1

8-K

false000086629100008662912026-10-292026-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2026

Allegro MicroSystems, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39675

46-2405937

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

955 Perimeter Road

Manchester, New Hampshire

03103

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (603) 626-2300

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

ALGM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On October 29, 2026, Allegro MicroSystems, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 25, 2026. The full text of the press release issued is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

Exhibit 99.1

Press Release issued by Allegro MicroSystems, Inc. on October 29, 2026

Exhibit 104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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 hereunto duly authorized.

ALLEGRO MICROSYSTEMS, INC.

Date: October 29, 2026

By:

/s/ Derek P. D’Antilio

Derek P. D’Antilio

Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Filename: algm-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Allegro MicroSystems Reports Second Quarter 2027 Results

Second Quarter Sales Increased by 29% Year-over-Year to $277 Million

Record Industrial & Other and Data Center Sales

GAAP EPS Quadrupled and Non-GAAP EPS Doubled Year-over-Year

Manchester, NH, October 29, 2026 – Allegro MicroSystems, Inc. (“Allegro” or the “Company”) (Nasdaq: ALGM), a global leader in power and sensing semiconductor solutions for motion control and energy efficient systems, today announced financial results for its second quarter ended September 25, 2026.

“We saw continued strong momentum in our fiscal second quarter, delivering our seventh consecutive quarter of sequential sales growth. Sales were $277 million, representing a 29% increase year-over-year. GAAP earnings per share quadrupled from $0.03 per share in the fiscal second quarter of 2026 to $0.12. Non-GAAP EPS grew to $0.26, doubling over the second quarter of fiscal 2026. Broad year-over-year sales growth in Automotive and Industrial end markets drove this strong performance, led by data center, which established a new record,” said Mike Doogue, President and CEO of Allegro. “Our forward demand signals strengthened significantly this quarter. We delivered our highest quarterly design-win performance since our 2020 IPO—up nearly 40% year-over-year—and bookings increased for the eighth consecutive quarter. With record design wins, a robust backlog, and expanding content across our target Automotive and Industrial markets, the leading indicators across our business give us high confidence in our path to exceed our target model of mid-teens annual sales growth.”

“During the quarter, we also continued to execute on our strategic priorities of expanding profitability and generating strong cash flow,” said Derek D’Antilio, Executive Vice President and CFO of Allegro. “On September 30, 2026, following the close of the second quarter, we made another $25 million voluntary debt repayment, underscoring the strength of our balance sheet and our confidence in Allegro’s anticipated free cash flow generation.”

Second Quarter Financial Highlights:

In thousands, except per share data

Three-Month Period Ended

Six-Month Period Ended

September 25, 2026

June 26, 2026

September 26, 2025

September 25, 2026

September 26, 2025

(Unaudited)

Net Sales

Automotive

172,492

165,349

155,845

337,841

300,109

Industrial and Other

104,392

93,894

58,449

198,286

117,590

Total net sales

276,884

259,243

214,294

536,127

417,699

GAAP Financial Measures

Gross margin %

49.2

48.5

46.3

48.8

45.6

Operating margin %

12.8

9.8

2.9

11.4

0.8

Diluted EPS

0.12

0.08

0.03

0.21

(0.04

)

Non-GAAP Financial Measures

Gross margin %

51.5

51.1

49.6

51.3

48.9

Operating margin %

20.6

19.4

13.9

20.0

12.5

Diluted EPS

0.26

0.23

0.13

0.48

0.21

Business Outlook

For the third quarter of fiscal year 2027 ending December 25, 2026, the Company expects total net sales to be in the range of

$278 million to $288 million. At the midpoint of this range, it implies growth in net sales of 23% year-over-year.

The Company also estimates the following results on a non-GAAP basis:

•

Gross Margin is expected to be between 51.5% and 52.5%,

•

Operating expenses are expected to be $87 million, plus or minus $1 million, and

•

Diluted Earnings per Share is expected to be between $0.25 and $0.29, with the mid-point of this range implying an 80% year-over-year increase.

Allegro has not provided a reconciliation of its third fiscal quarter outlook for non-GAAP Gross Margin, non-GAAP Operating Expenses, and non-GAAP Diluted Earnings per Share because estimates of all of the reconciling items cannot be provided without unreasonable efforts. It is difficult to reasonably provide a forward-looking estimate between such forward-looking non-GAAP measures and the comparable forward-looking U.S. generally accepted accounting principles (“GAAP”) measures. Certain factors that are materially significant to Allegro’s ability to estimate these items are out of its control and/or cannot be reasonably predicted.

Earnings Webcast

A webcast will be held on Thursday, October 29, 2026 at 8:30 a.m., Eastern Time. Michael C. Doogue, President and Chief Executive Officer, and Derek P. D’Antilio, Executive Vice President and Chief Financial Officer, will discuss Allegro’s business and financial results.

The webcast will be available on the Investor Relations section of the Company’s website at investors.allegromicro.com. A recording of the webcast will be posted in the same location shortly after the call concludes and will be available for at least 90 days.

About Allegro MicroSystems

Allegro MicroSystems, Inc. is leveraging more than three decades of expertise in magnetic sensing and power ICs to propel electrification, automation, AI data center, and robotics forward with solutions that enhance efficiency, performance and sustainability. Allegro’s commitment to quality drives transformation across industries, reinforcing our status as a pioneer in “automotive-grade” technology and a partner in our customers’ success. For additional information, please visit https://www.allegromicro.com.

Forward-Looking Statements

This press release 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. All statements, other than statements of historical facts, contained in this press release 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, including, among others, statements regarding the liquidity, growth and profitability strategies and factors and trends affecting our business, including the projected size and growth of markets in which we operate or may operate, are 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.

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 current expectations, beliefs and assumptions and 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 II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended March 27, 2026, 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 Securities and Exchange Commission (the “SEC”). These risks and uncertainties include, but are not limited to: downturns or volatility in general economic conditions; our ability to compete effectively, expand our market share and increase our net sales and profitability; our reliance on a limited number of third-party semiconductor wafer fabrication facilities and suppliers of other materials; any failure to adjust purchase commitments and inventory management based on changing market conditions or customer demand; the cyclical nature of the semiconductor industry, including the analog segment in which we compete; any downturn or disruption in the automotive market or industry; our ability to successfully integrate the acquisition of other companies or technologies and products into our business; our ability to maintain or improve our gross margins may be adversely affected by decreases in average selling prices of our products, increases in input costs or shifts in product, customer or channel mix; our ability to manage any sustained yield problems or other delays at our third-party wafer fabrication facilities or in the final assembly and test of our products; our ability to accurately predict our quarterly net sales and operating results and meet the expectations of investors; our dependence on manufacturing operations in the Philippines; our reliance on distributors to generate sales; events beyond our control, including conflicts in the Middle East, impacting us, our key suppliers or our manufacturing partners or other third-party suppliers of components, materials or subassemblies; our ability to develop new product features or new products in a timely and cost-effective manner; our dependence on growth in the end markets that use our products, and the impact that slowdowns in such growth, including as a result of volatility in demand for emerging technologies or changes in government incentives, could have on our financial results; the loss of one or more significant customers; our ability to identify, enter and expand in new markets, and to generate returns on such investments; uncertainties related to the design win process and our ability to recover design and development expenses and to generate timely or sufficient net sales or margins; changes in government trade policies, including the imposition of export restrictions and tariffs; our exposures to warranty claims, product liability claims and product recalls; our dependence on international customers and operations; risks, liabilities, costs and obligations related to governmental regulations and other legal obligations, including export/trade control, privacy, data protection, information security, cybersecurity, consumer protection, environmental and occupational health and safety, antitrust, anti-corruption and anti-bribery, product safety, environmental protection, employment matters and tax; the volatility of currency exchange rates; our ability to raise capital to support our growth strategy; our indebtedness may limit

our flexibility to operate our business; our ability to retain key and highly skilled personnel; the impact on the market price of our common stock from future sales of our common stock by large stockholders, or the perception that such sales could occur; the impact of restructuring activities on our business and operating results; our ability to protect our proprietary technology and inventions through patents or trade secrets; our ability to commercialize our products without infringing third-party intellectual property rights; disruptions or breaches of our information technology systems or confidential information or those of our third-party service providers; the risks presented by the use of artificial intelligence, machine learning and automated decision-making technologies by us and others; any failure to maintain effective internal control over financial reporting; changes in tax rates or the adoption of new tax legislation; the negative impacts of sustained inflation on our business; and other events beyond our control. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

You should read this press release 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 press release, 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, changed circumstances or otherwise.

This press release includes certain non-GAAP financial measures as defined by the SEC rules. These non-GAAP financial measures are provided in addition to, and not as a substitute for or superior to measures of, financial performance prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their most directly comparable GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of the presented non-GAAP financial measures as tools for comparison.

This press release may not be reproduced, forwarded to any person or published, in whole or in part.

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(Unaudited)

Three-Month Period Ended

Six-Month Period Ended

September 25, 2026

September 26, 2025

September 25, 2026

September 26, 2025

Net sales

276,884

214,294

536,127

417,699

Cost of goods sold

140,722

115,002

274,355

227,105

Gross profit

136,162

99,292

261,772

190,594

Operating expenses:

Research and development

55,756

50,891

110,924

97,391

Selling, general and administrative

44,958

42,158

89,933

89,700

Total operating expenses

100,714

93,049

200,857

187,091

Operating income

35,448

6,243

60,915

3,503

Interest and other expense

(7,620

)

(8,958

)

(15,662

)

(16,211

)

Income (loss) before income taxes

27,828

(2,715

)

45,253

(12,708

)

Income tax provision (benefit)

4,510

(9,298

)

6,016

(6,129

)

Net income (loss)

23,318

6,583

39,237

(6,579

)

Net income attributable to non-controlling interests

109

129

Net income (loss) attributable to Allegro MicroSystems, Inc.

23,257

6,519

39,128

(6,708

)

Net income (loss) per common share attributable to Allegro MicroSystems, Inc.:

Basic

0.12

0.04

0.21

(0.04

)

Diluted

0.12

0.03

0.21

(0.04

)

Weighted average shares outstanding:

Basic

186,449,984

185,074,119

186,128,253

184,830,588

Diluted

187,717,425

186,305,785

187,760,302

184,830,588

Supplemental Schedule of Total Net Sales

The following table summarizes total net sales by market within the Company’s unaudited condensed consolidated statements of operations:

Three-Month Period Ended

Change

Six-Month Period Ended

Change

September 25, 2026

September 26, 2025

Amount

September 25, 2026

September 26, 2025

Amount

(Dollars in thousands)

Automotive

172,492

155,845

16,647

337,841

300,109

37,732

Industrial and Other

104,392

58,449

45,943

198,286

117,590

80,696

Total net sales

276,884

214,294

62,590

536,127

417,699

118,428

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

September 25,

March 27,

2026

(Unaudited)

2026

Assets

Current assets:

Cash and cash equivalents

193,039

168,753

Restricted cash

8,062

6,604

Trade accounts receivable, net

108,455

93,248

Inventories

181,594

181,752

Related party - other current assets

22,500

—

Prepaid expenses and other current assets

47,185

53,249

Total current assets

560,835

503,606

Property, plant and equipment, net

300,656

308,258

Deferred income tax assets

84,494

80,221

Goodwill

203,109

203,291

Intangible assets, net

227,114

238,675

Equity investment in related party

15,743

22,296

Related party - other assets

12,500

15,000

Other assets

42,601

44,828

Total assets

1,447,052

1,416,175

Liabilities, Non-Controlling Interest and Stockholders’ Equity

Current liabilities:

Trade accounts payable

56,794

44,438

Amounts due to related party

3,640

4,794

Accrued expenses and other current liabilities

73,815

95,163

Current portion of long-term debt

1,506

1,530

Total current liabilities

135,755

145,925

Long-term debt

285,649

285,746

Other long-term liabilities

21,758

28,059

Total liabilities

443,162

459,730

Commitments and contingencies

Stockholders’ Equity:

Preferred stock

—

Common stock

1,865

1,854

Additional paid-in capital

1,062,360

1,050,582

Accumulated deficit

(29,360

)

(68,488

)

Accumulated other comprehensive loss

(32,686

)

(29,201

)

Equity attributable to Allegro MicroSystems, Inc.

1,002,179

954,747

Non-controlling interest

1,711

1,698

Total stockholders’ equity

1,003,890

956,445

Total liabilities, non-controlling interest and stockholders’ equity

1,447,052

1,416,175

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

Three-Month Period Ended

Six-Month Period Ended

September 25, 2026

September 26, 2025

September 25, 2026

September 26, 2025

Cash flows from operating activities:

Net income (loss)

23,318

6,583

39,237

(6,579

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

17,241

16,611

34,108

32,827

Amortization of deferred financing costs

298

717

595

1,650

Deferred income taxes

(2,760

)

890

(4,462

)

(4,171

)

Stock-based compensation

14,142

13,681

28,270

24,443

Provisions for inventory and expected credit losses

792

1,093

2,347

4,543

Loss in earnings of equity investment

2,944

2,332

6,553

3,153

Other non-cash reconciling items

217

159

Changes in operating assets and liabilities:

Trade accounts receivable

(9,794

)

(16,391

)

(15,207

)

(21,723

)

Inventories

5,675

2,020

(2,195

)

9,253

Payments to related party

(5,000

)

—

(20,000

)

—

Prepaid expenses and other assets

(6,237

)

(11,670

)

5,669

23,474

Trade accounts payable

(1,464

)

(2,100

)

12,290

4,181

Due to and from related parties

(967

)

361

(1,155

)

(3,272

)

Other changes in operating assets and liabilities, net

(1,406

)

6,018

(27,265

)

14,042

Net cash provided by operating activities

36,848

20,362

58,837

81,980

Cash flows from investing activities:

Purchases of property, plant and equipment

(6,343

)

(6,444

)

(14,360

)

(17,044

)

Investment in equity security

(1,000

)

—

(1,000

)

—

Net cash used in investing activities

(7,343

)

(6,444

)

(15,360

)

(17,044

)

Cash flows from financing activities:

Repayment of term loan

—

(25,000

)

—

(60,000

)

Finance lease payments

(258

)

(336

)

(495

)

(538

)

Payments for intangible assets

—

(1,000

)

—

(1,000

)

Payments for taxes related to net share settlement of equity awards

(447

)

(361

)

(18,204

)

(9,349

)

Proceeds from issuance of common stock under employee stock purchase plan

1,821

1,910

1,821

1,910

Payments for taxes related to repurchase of common stock

—

(1,713

)

—

(1,713

)

Dividends paid to non-controlling interest

(21

)

(23

)

(21

)

(23

)

Net cash provided by (used in) financing activities

1,095

(26,523

)

(16,899

)

(70,713

)

Effect of exchange rate changes on cash and cash equivalents and restricted cash

(834

)

1,484

Net increase (decrease) in cash and cash equivalents and restricted cash

30,628

(12,565

)

25,744

(4,293

)

Cash and cash equivalents and restricted cash at beginning of period

170,473

139,379

175,357

131,107

Cash and cash equivalents and restricted cash at end of period

201,101

126,814

201,101

126,814

Non-GAAP Financial Measures

In addition to the measures presented in our condensed consolidated financial statements, we regularly review other measures, defined as non-GAAP financial measures by the SEC, to evaluate our business, measure our performance, identify trends, prepare financial forecasts and make strategic decisions. The key measures we consider are non-GAAP Gross Profit, non-GAAP Gross Margin, non-GAAP Operating Expenses, non-GAAP Operating Income, non-GAAP Operating Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP Profit before Tax, non-GAAP Income Tax Provision, non-GAAP Effective Tax Rate, non-GAAP Net Income Attributable to Allegro MicroSystems, Inc., non-GAAP Basic and Diluted Earnings per Share, non-GAAP Free Cash Flow, and non-GAAP Free Cash Flow as a percentage of net sales (collectively, the “Non-GAAP Financial Measures”). These Non-GAAP Financial Measures provide supplemental information regarding our operating performance on a non-GAAP basis that excludes certain gains, losses and charges of a non-cash nature or that occur relatively infrequently and/or that management considers to be unrelated to our core operations, and in the case of non-GAAP Income Tax Provision, management believes that this non-GAAP measure of income taxes provides it with the ability to evaluate the non-GAAP Income Tax Provision across different reporting periods on a consistent basis, independent of special items and discrete items, which may vary in size and frequency. These Non-GAAP Financial Measures are used by both management and our board of directors, together with the comparable GAAP information, in evaluating our current performance and planning our future business activities.

The Non-GAAP Financial Measures are supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. These Non-GAAP Financial Measures should not be considered as substitutes for GAAP financial measures, such as gross profit, gross margin, net income or any other performance measures derived in accordance with GAAP. Also, in the future we may incur expenses or charges, such as those being adjusted in the calculation of these Non-GAAP Financial Measures. Our presentation of these Non-GAAP Financial Measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. These Non-GAAP Financial Measures exclude costs related to acquisition and related integration expenses, amortization of acquired intangible assets, stock-based compensation, restructuring actions, related-party activities and other non-operational costs.

Non-GAAP Income Tax Provision

In calculating the non-GAAP Income Tax Provision, we adjust for the tax effect of adjustments to GAAP results which represents the estimated income tax effect of the adjustments to non-GAAP Profit before Tax described below. We also adjust for any discrete tax items and the impact of non-recurring tax law changes to ensure the non-GAAP Effective Tax Rate (“NG ETR”) reflects future operations.

Our fiscal year 2026 and 2027 NG ETR excludes the impact of the 2025 One Big Beautiful Bill Act’s one-time research and development amortization election which accelerates the amortization of previously capitalized domestic research and development over a two-year period. The NG ETR is applied to non-GAAP Profit before Tax to arrive at the tax effect of adjustments to GAAP results.

Reconciliation of Non-GAAP Gross Profit and Non-GAAP Gross Margin

Three-Month Period Ended

Six-Month Period Ended

September 25, 2026

June 26, 2026

September 26, 2025

September 25, 2026

September 26, 2025

(Dollars in thousands)

GAAP Gross Profit

136,162

125,610

99,292

261,772

190,594

GAAP Gross Margin (% of net sales)

49.2

48.5

46.3

48.8

45.6

Non-GAAP adjustments

Purchased intangible amortization

5,090

5,089

5,090

10,179

Restructuring costs

751

160

1,456

Stock-based compensation(1)

1,082

1,172

1,017

2,254

1,905

Other costs

237

428

665

Total Non-GAAP Adjustments

6,486

6,772

6,902

13,258

13,584

Non-GAAP Gross Profit

142,648

132,382

106,194

275,030

204,178

Non-GAAP Gross Margin (% of net sales)

51.5

51.1

49.6

51.3

48.9

(1) Included in non-GAAP stock-based compensation charges are stock-based compensation expense and related payroll tax effects.

Reconciliation of Non-GAAP Operating Expenses

Three-Month Period Ended

Six-Month Period Ended

September 25, 2026

June 26, 2026

September 26, 2025

September 25, 2026

September 26, 2025

(Dollars in thousands)

GAAP Operating Expenses

100,714

100,143

93,049

200,857

187,091

Research and Development Expenses

GAAP Research and Development Expenses

55,756

55,168

50,891

110,924

97,391

Non-GAAP adjustments

Purchased intangible amortization

Restructuring costs

134

1,639

214

2,770

Stock-based compensation(1)

4,659

6,613

4,907

11,272

7,818

Other costs(2)

560

514

112

1,074

147

Non-GAAP Research and Development Expenses

50,452

47,901

44,225

98,353

86,645

Selling, General and Administrative Expenses

GAAP Selling, General and Administrative Expenses

44,958

44,975

42,158

89,933

89,700

Non-GAAP adjustments

Transaction-related costs

—

131

Purchased intangible amortization

535

1,070

Restructuring costs

224

443

1,158

667

2,342

Stock-based compensation(1)

8,456

9,420

7,757

17,876

14,720

Other costs(2)

567

487

476

1,054

6,314

Non-GAAP Selling, General and Administrative Expenses

35,176

34,081

32,231

69,257

65,123

Total Non-GAAP Adjustments

15,086

18,161

16,593

33,247

35,323

Non-GAAP Operating Expenses

85,628

81,982

76,456

167,610

151,768

(1) Included in non-GAAP stock-based compensation charges are stock-based compensation expense and related payroll tax effects.

(2) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with other non-recurring transactions.

Reconciliation of Non-GAAP Operating Income and Non-GAAP Operating Margin

Three-Month Period Ended

Six-Month Period Ended

September 25, 2026

June 26, 2026

September 26, 2025

September 25, 2026

September 26, 2025

(Dollars in thousands)

GAAP Operating Income

35,448

25,467

6,243

60,915

3,503

GAAP Operating Margin (% of net sales)

12.8

9.8

2.9

11.4

0.8

Transaction-related costs

—

131

Purchased intangible amortization

5,630

5,633

11,260

Restructuring costs

381

660

3,548

1,041

6,568

Stock-based compensation(1)

14,197

17,205

13,681

31,402

24,443

Other costs(2)

1,364

1,429

632

2,793

6,505

Total Non-GAAP Adjustments

21,572

24,933

23,495

46,505

48,907

Non-GAAP Operating Income

57,020

50,400

29,738

107,420

52,410

Non-GAAP Operating Margin (% of net sales)

20.6

19.4

13.9

20.0

12.5

(1) Included in non-GAAP stock-based compensation charges are stock-based compensation expense and related payroll tax effects.

Reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

Three-Month Period Ended

Six-Month Period Ended

September 25, 2026

June 26, 2026

September 26, 2025

September 25, 2026

September 26, 2025

(Dollars in thousands)

GAAP Net Income (Loss)

23,318

15,919

6,583

39,237

(6,579

)

GAAP Net Income (Loss) Margin (% of net sales)

8.4

6.1

3.1

7.3

(1.6

Interest expense

4,469

4,384

5,730

8,853

12,089

Interest income

(267

)

(405

)

(159

)

(672

)

(393

)

Income tax provision (benefit)

4,510

1,506

(9,298

)

6,016

(6,129

)

Depreciation & amortization

17,241

16,867

16,611

34,108

32,827

EBITDA

49,271

38,271

19,467

87,542

31,815

Transaction-related costs

—

131

Restructuring costs

381

662

3,403

1,043

6,227

Stock-based compensation(1)

14,197

17,205

13,681

31,402

24,443

Other costs(2)

5,378

5,902

4,271

11,280

11,575

Adjusted EBITDA

69,227

62,049

40,823

131,276

74,191

Adjusted EBITDA Margin (% of net sales)

25.0

23.9

19.0

24.5

17.8

(1) Included in non-GAAP stock-based compensation charges are stock-based compensation expense and related payroll tax effects.

(2) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure such as project evaluation costs, which consist of costs and estimated costs incurred in connection with other non-recurring transactions, certain impacts of foreign currency exchange gain (loss), net, and income (loss) in earnings of equity investments.

Reconciliation of Non-GAAP Profit before Tax

Three-Month Period Ended

Six-Month Period Ended

September 25, 2026

June 26, 2026

September 26, 2025

September 25, 2026

September 26, 2025

(Dollars in thousands)

GAAP Income (Loss) before Income Taxes

27,828

17,425

(2,715

)

45,253

(12,708

)

Transaction-related costs

—

131

Transaction-related interest

225

645

450

1,505

Purchased intangible amortization

5,630

5,633

11,260

Restructuring costs

381

662

3,736

1,043

6,756

Stock-based compensation(1)

14,197

17,205

13,681

31,402

24,443

Other costs(2)

5,418

5,941

4,271

11,359

11,575

Total Non-GAAP Adjustments

25,851

29,672

27,967

55,523

55,670

Non-GAAP Profit before Tax

53,679

47,097

25,252

100,776

42,962

(1) Included in non-GAAP stock-based compensation charges are stock-based compensation expense and related payroll tax effects.

Reconciliation of Non-GAAP Income Tax Provision and Non-GAAP Effective Tax Rate

Three-Month Period Ended

Six-Month Period Ended

September 25, 2026

June 26, 2026

September 26, 2025

September 25, 2026

September 26, 2025

(Dollars in thousands)

GAAP Income Tax Provision (Benefit)

4,510

1,506

(9,298

)

6,016

(6,129

)

GAAP effective tax rate

16.2

8.6

342.5

13.3

48.2

Tax effect of adjustments to GAAP results

968

3,071

10,733

4,039

9,250

Non-GAAP Income Tax Provision

5,478

4,577

1,435

10,055

3,121

Non-GAAP Effective Tax Rate

10.2

9.7

5.7

10.0

7.3

Reconciliation of Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc. and Non-GAAP Earnings per Share

Three-Month Period Ended

Six-Month Period Ended

September 25, 2026

June 26, 2026

September 26, 2025

September 25, 2026

September 26, 2025

(Dollars in thousands)

GAAP Net Income (Loss) Attributable to Allegro MicroSystems, Inc.(1)

23,257

15,871

6,519

39,128

(6,708

)

GAAP Basic weighted average common shares

186,449,984

185,806,543

185,074,119

186,128,253

184,830,588

GAAP Diluted weighted average common shares

187,717,425

187,770,061

186,305,785

187,760,302

184,830,588

GAAP Basic Income (Loss) per Share

0.12

0.09

0.04

0.21

(0.04

)

GAAP Diluted Income (Loss) per Share

0.12

0.08

0.03

0.21

(0.04

)

Transaction-related costs

—

131

Transaction-related interest

225

645

450

1,505

Purchased intangible amortization

5,630

5,633

11,260

Restructuring costs

381

662

3,736

1,043

6,756

Stock-based compensation(2)

14,197

17,205

13,681

31,402

24,443

Other costs(3)

5,418

5,941

4,271

11,359

11,575

Total Non-GAAP Adjustments

25,851

29,672

27,967

55,523

55,670

Tax effect of adjustments to GAAP results(4)

(968

)

(3,071

)

(10,733

)

(4,039

)

(9,250

)

Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc.

48,140

42,472

23,753

90,612

39,712

Basic weighted average common shares

186,449,984

185,806,543

185,074,119

186,128,253

184,830,588

Diluted weighted average common shares

187,717,425

187,770,061

186,305,785

187,760,302

185,800,398

Non-GAAP Basic Earnings per Share

0.26

0.23

0.13

0.49

0.21

Non-GAAP Diluted Earnings per Share

0.26

0.23

0.13

0.48

0.21

(1) GAAP Net Income (Loss) Attributable to Allegro MicroSystems, Inc. represents GAAP Net Income (Loss) adjusted for Net Income Attributable to non-controlling interests.

(2) Included in non-GAAP stock-based compensation charges are stock-based compensation expense and related payroll tax effects.

(3) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consists of costs and estimated costs incurred in connection with other non-recurring transactions, certain impacts of foreign currency exchange gain (loss), net, and income (loss) in earnings of equity investments.

(4) To calculate the tax effect of adjustments to GAAP results, the Company considers each Non-GAAP adjustment by tax jurisdiction, reverses all discrete items and non-recurring law changes to calculate an annual NG ETR. This NG ETR is then applied to Non-GAAP Profit Before Tax to arrive at the tax effect of adjustments to GAAP results.

Reconciliation of Non-GAAP Free Cash Flow and Non-GAAP Free Cash Flow as Percentage of Net Sales

Three-Month Period Ended

Six-Month Period Ended

September 25, 2026

June 26, 2026

September 26, 2025

September 25, 2026

September 26, 2025

(Dollars in thousands)

GAAP Operating Cash Flow

36,848

21,989

20,362

58,837

81,980

GAAP Operating Cash Flow (% of net sales)

13.3

8.5

9.5

11.0

19.6

Non-GAAP adjustments

Purchases of property, plant and equipment

(6,343

)

(8,017

)

(6,444

)

(14,360

)

(17,044

)

Non-GAAP Free Cash Flow

30,505

13,972

13,918

44,477

64,936

Non-GAAP Free Cash Flow (% of net sales)

11.0

5.4

6.5

8.3

15.5

Investor Contact:

Jalene Hoover

VP of Investor Relations & Corporate Communications

+1 (512) 751-6526

jhoover@allegromicro.com

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