Form 8-K

8-K — ALLEGRO MICROSYSTEMS, INC.

Accession: 0001193125-26-210309

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000866291

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — algm-20260507.htm (Primary)

EX-99.1 (algm-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: algm-20260507.htm · Sequence: 1

8-K

false000086629100008662912026-05-072026-05-07

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): May 7, 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 May 7, 2026, Allegro MicroSystems, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and fiscal year ended March 27, 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 May 7, 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: May 7, 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 Fourth Quarter and Fiscal Year 2026 Results

Fourth Quarter Sales Increased by 26% Year-over-Year to $243 Million

Fiscal Year 2026 Sales Increased by 23% Year-over-Year to $890 Million

Manchester, NH, May 7, 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 fourth quarter and full fiscal year ended March 27, 2026.

“We finished fiscal year 2026 with strong momentum, delivering a fifth consecutive quarter of sales growth at $243 million. Non-GAAP EPS nearly tripled year-over-year to $0.17. For the full year, sales grew 23% to $890 million and non-GAAP EPS more than doubled to $0.54. These results reflect strength in Focus Auto sales - including xEV and ADAS – and Data Center, which reached a record 14% of total Q4 sales,” said Mike Doogue, President and CEO of Allegro MicroSystems. “As we enter fiscal 2027, we see demand trends that support continued growth, and remain confident in our ability to execute towards our target financial model.”

Fourth Quarter and Full Fiscal Year 2026 Financial Highlights:

In thousands, except per share data

Three-Month Period Ended

Twelve-Month Period Ended

March 27, 2026

December 26, 2025

March 28, 2025

March 27, 2026

March 28, 2025

(Unaudited)

Net Sales

Automotive

163,909

164,543

139,494

628,561

535,205

Industrial and Other

79,278

64,667

53,330

261,535

189,801

Total net sales

243,187

229,210

192,824

890,096

725,006

GAAP Financial Measures

Gross margin %

47.0

46.7

41.4

46.3

44.3

Operating margin %

2.2

4.2

(6.8

2.1

(2.7

Diluted EPS

(0.09

)

0.04

(0.08

)

(0.08

)

(0.39

)

Non-GAAP Financial Measures

Gross margin %

50.0

49.9

45.6

49.4

48.0

Operating margin %

15.6

15.4

9.0

14.1

9.5

Diluted EPS

0.17

0.15

0.06

0.54

0.24

Business Outlook

For the first quarter of fiscal year 2027 ending June 26, 2026, the Company expects total net sales to be in the range of

$245 million to $255 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 50% and 51%,

•

Operating expenses are expected to be $80 million, plus or minus $2 million, and

•

Diluted Earnings per Share is expected to be between $0.19 and $0.23.

Allegro has not provided a reconciliation of its first 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, May 7, 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 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 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 28, 2025, 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; shifts in our product mix, customer mix or channel mix, which could negatively impact our gross margin; 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 compensate for decreases in average selling prices of our products and increases in input costs; 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 impacting us, our key suppliers or our manufacturing partners; 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 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; the availability of rebates, tax credits and other financial incentives on end-user demands for certain products; 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 risk of unsolicited acquisition proposals; 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 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; 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; the risks presented by climate change; the risks related to ESG matters; 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

Twelve-Month Period Ended

March 27, 2026

March 28, 2025

March 27, 2026

March 28, 2025

Net sales

243,187

192,824

890,096

725,006

Cost of goods sold

128,912

112,945

478,126

403,479

Gross profit

114,275

79,879

411,970

321,527

Operating expenses:

Research and development

55,535

47,618

205,804

179,649

Selling, general and administrative

46,740

45,459

181,089

161,680

Impairment of assets held for sale

6,590

—

6,590

—

Total operating expenses

108,865

93,077

393,483

341,329

Operating income (loss)

5,410

(13,198

)

18,487

(19,802

)

Interest and other expense

(8,097

)

(5,240

)

(33,388

)

(31,142

)

Loss on change in fair value of forward repurchase contract

—

(34,752

)

Loss before income taxes

(2,687

)

(18,438

)

(14,901

)

(85,696

)

Income tax provision (benefit)

13,749

(3,700

)

(248

)

(12,933

)

Net loss

(16,436

)

(14,738

)

(14,653

)

(72,763

)

Net income attributable to non-controlling interests

244

247

Net loss attributable to Allegro MicroSystems, Inc.

(16,488

)

(14,800

)

(14,897

)

(73,010

)

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

Basic

(0.09

)

(0.08

)

(0.08

)

(0.39

)

Diluted

(0.09

)

(0.08

)

(0.08

)

(0.39

)

Weighted average shares outstanding:

Basic

185,309,271

184,169,928

185,035,670

187,707,391

Diluted

185,309,271

184,169,928

185,035,670

187,707,391

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

Twelve-Month Period Ended

Change

March 27, 2026

March 28, 2025

Amount

March 27, 2026

March 28, 2025

Amount

(Dollars in thousands)

Automotive

163,909

139,494

24,415

628,561

535,205

93,356

Industrial and Other

79,278

53,330

25,948

261,535

189,801

71,734

Total net sales

243,187

192,824

50,363

890,096

725,006

165,090

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

March 27

March 28,

2026

(Unaudited)

2025

Assets

Current assets:

Cash and cash equivalents

168,753

121,334

Restricted cash

6,604

9,773

Trade accounts receivable, net

93,248

84,598

Inventories

181,752

183,914

Prepaid income taxes

1,179

36,662

Prepaid expenses and other current assets

52,070

30,247

Assets held for sale

—

16,508

Total current assets

503,606

483,036

Property, plant and equipment, net

308,258

302,919

Deferred income tax assets

80,221

68,528

Goodwill

203,291

202,475

Intangible assets, net

238,675

262,115

Equity investment in related party

22,296

31,695

Other assets

59,828

70,193

Total assets

1,416,175

1,420,961

Liabilities, Non-Controlling Interest and Stockholders’ Equity

Current liabilities:

Trade accounts payable

44,438

38,733

Amounts due to related party

4,794

6,535

Accrued expenses and other current liabilities

95,163

65,570

Current portion of long-term debt

1,530

1,423

Total current liabilities

145,925

112,261

Long-term debt

285,746

344,703

Other long-term liabilities

28,059

32,897

Total liabilities

459,730

489,861

Commitments and contingencies

Stockholders’ Equity:

Preferred stock

—

Common stock

1,854

1,843

Additional paid-in capital

1,050,582

1,012,055

Accumulated deficit

(68,488

)

(53,591

)

Accumulated other comprehensive loss

(29,201

)

(30,752

)

Equity attributable to Allegro MicroSystems, Inc.

954,747

929,555

Non-controlling interest

1,698

1,545

Total stockholders’ equity

956,445

931,100

Total liabilities, non-controlling interest and stockholders’ equity

1,416,175

1,420,961

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

Three-Month Period Ended

Twelve-Month Period Ended

March 27, 2026

March 28, 2025

March 27, 2026

March 28, 2025

Cash flows from operating activities:

Net loss

(16,436

)

(14,738

)

(14,653

)

(72,763

)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

17,765

15,924

67,593

64,502

Amortization of deferred financing costs

297

732

2,245

2,513

Deferred income taxes

(4,009

)

(4,755

)

(11,994

)

(16,301

)

Stock-based compensation

10,647

9,617

47,910

41,868

Loss on change in fair value of forward repurchase contract

—

34,752

Impairment of assets held for sale

6,590

—

6,590

—

Provisions for inventory and expected credit losses

1,435

1,697

8,989

9,216

Other non-cash reconciling items

348

339

653

6,984

Changes in operating assets and liabilities:

Trade accounts receivable

6,403

(1,275

)

(9,201

)

33,081

Inventories

(4,994

)

7,914

(6,267

)

(30,160

)

Payment to related party

(15,000

)

—

(15,000

)

—

Prepaid expenses and other assets

22,935

(3,200

)

40,634

(4,601

)

Trade accounts payable

(7,685

)

(1,423

)

5,996

4,044

Due to and from related parties

4,551

(1,740

)

5,115

Other changes in operating assets and liabilities, net

17,372

4,970

41,314

(16,337

)

Net cash provided by operating activities

35,714

20,353

163,069

61,913

Cash flows from investing activities:

Purchases of property, plant and equipment

(17,016

)

(5,391

)

(38,176

)

(39,955

)

Purchases of intangible assets

—

(1,180

)

—

(1,180

)

Acquisition of business, net of cash acquired

—

319

Investment in debt security

(3,541

)

—

(3,541

)

—

Net cash used in investing activities

(20,557

)

(6,571

)

(41,717

)

(40,816

)

Cash flows from financing activities:

Net proceeds from Refinanced Term Loan Facility

285,000

(402

)

285,000

193,081

Repayment of term loan

(285,000

)

(30,000

)

(345,000

)

(105,000

)

Finance lease payments

(516

)

(498

)

(1,368

)

(1,201

)

Receipts on related party notes receivable

—

1,875

Payments for intangible assets

(1,000

)

—

(5,000

)

—

Payments for taxes related to net share settlement of equity awards

(2,258

)

(3,458

)

(12,612

)

(16,238

)

Proceeds from issuance of common stock under employee stock purchase plan

1,427

1,524

3,337

3,511

Repurchases of common stock

—

(853,921

)

Payments for taxes related to repurchase of common stock

—

(1,713

)

—

Net proceeds from issuance of common stock

—

665,850

Dividends paid to non-controlling interest

—

(19

)

(23

)

(19

)

Net cash used in financing activities

(2,347

)

(32,853

)

(77,379

)

(112,062

)

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

(852

)

1,216

277

(89

)

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

11,958

(17,855

)

44,250

(91,054

)

Cash and cash equivalents and restricted cash at beginning of period

163,399

148,962

131,107

222,161

Cash and cash equivalents and restricted cash at end of period

175,357

131,107

175,357

131,107

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 (Benefit), 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 (Benefit), management believes that this non-GAAP measure of income taxes provides it with the ability to evaluate the non-GAAP Income Tax Provision (Benefit) 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 (Benefit)

In calculating the non-GAAP Income Tax Provision (Benefit), 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 Income 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

Twelve-Month Period Ended

March 27, 2026

December 26, 2025

March 28, 2025

March 27, 2026

March 28, 2025

(Dollars in thousands)

GAAP Gross Profit

114,275

107,101

79,879

411,970

321,527

GAAP Gross Margin (% of net sales)

47.0

46.7

41.4

46.3

44.3

Non-GAAP adjustments

Transaction-related costs

—

Purchased intangible amortization

5,089

4,957

20,357

19,582

Restructuring costs

723

659

2,350

2,838

4,088

Stock-based compensation

1,033

1,017

697

3,955

2,877

Other costs

442

449

—

935

—

Total Non-GAAP Adjustments

7,287

7,214

8,004

28,085

26,561

Non-GAAP Gross Profit

121,562

114,315

87,883

440,055

348,088

Non-GAAP Gross Margin (% of net sales)

50.0

49.9

45.6

49.4

48.0

Reconciliation of Non-GAAP Operating Expenses

Three-Month Period Ended

Twelve-Month Period Ended

March 27, 2026

December 26, 2025

March 28, 2025

March 27, 2026

March 28, 2025

(Dollars in thousands)

GAAP Operating Expenses

108,865

97,527

93,077

393,483

341,329

Research and Development Expenses

GAAP Research and Development Expenses

55,535

52,878

47,618

205,804

179,649

Non-GAAP adjustments

Transaction-related costs

—

1,571

Purchased intangible amortization

—

Restructuring costs

1,674

2,663

4,429

7,107

5,426

Stock-based compensation

4,385

3,596

3,406

15,799

14,624

Other costs(1)

956

196

—

1,299

Non-GAAP Research and Development Expenses

48,514

46,385

39,780

181,544

158,025

Selling, General and Administrative Expenses

GAAP Selling, General and Administrative Expenses

46,740

44,649

45,459

181,089

161,680

Non-GAAP adjustments

Transaction-related costs

496

116

630

1,353

Purchased intangible amortization

558

535

2,163

2,140

Restructuring costs

2,630

2,032

1,656

7,004

6,011

Stock-based compensation

5,229

8,207

5,513

28,156

24,366

Other costs(1)

2,628

1,260

6,921

10,202

6,303

Non-GAAP Selling, General and Administrative Expenses

35,199

32,612

30,718

132,934

121,507

Impairment of assets held for sale

6,590

—

6,590

—

Total Non-GAAP Adjustments

25,152

18,530

22,579

79,005

61,797

Non-GAAP Operating Expenses

83,713

78,997

70,498

314,478

279,532

(1) 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 debt and equity financings or other non-recurring transactions.

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

Three-Month Period Ended

Twelve-Month Period Ended

March 27, 2026

December 26, 2025

March 28, 2025

March 27, 2026

March 28, 2025

(Dollars in thousands)

GAAP Operating Income (Loss)

5,410

9,574

(13,198

)

18,487

(19,802

)

GAAP Operating Margin (% of net sales)

2.2

4.2

(6.8

2.1

(2.7

Transaction-related costs

496

119

663

2,938

Impairment of assets held for sale

6,590

—

6,590

—

Purchased intangible amortization

5,653

5,629

5,492

22,542

21,722

Restructuring costs

5,027

5,354

8,435

16,949

15,525

Stock-based compensation

10,647

12,820

9,616

47,910

41,867

Other costs(1)

4,026

1,905

6,921

12,436

6,306

Total Non-GAAP Adjustments

32,439

25,744

30,583

107,090

88,358

Non-GAAP Operating Income

37,849

35,318

17,385

125,577

68,556

Non-GAAP Operating Margin (% of net sales)

15.6

15.4

9.0

14.1

9.5

(1) 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 debt and equity financings or other non-recurring transactions.

Reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

Three-Month Period Ended

Twelve-Month Period Ended

March 27, 2026

December 26, 2025

March 28, 2025

March 27, 2026

March 28, 2025

(Dollars in thousands)

GAAP Net (Loss) Income

(16,436

)

8,362

(14,738

)

(14,653

)

(72,763

)

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

(6.8

3.6

(7.6

(1.6

(10.0

Interest expense

5,136

4,910

6,874

22,135

30,366

Interest income

(269

)

(114

)

(222

)

(776

)

(1,524

)

Income tax provision (benefit)

13,749

(7,868

)

(3,700

)

(248

)

(12,933

)

Depreciation & amortization

17,765

17,001

15,924

67,593

64,502

EBITDA

19,945

22,291

4,138

74,051

7,648

Transaction-related costs

496

119

663

5,742

Impairment of assets held for sale

6,590

—

6,590

—

Restructuring costs

4,830

5,000

8,277

16,057

15,112

Stock-based compensation

10,647

12,820

9,616

47,910

41,867

Loss on change in fair value of forward repurchase contract

—

34,752

Other costs(1)

7,184

6,037

6,301

24,796

7,911

Adjusted EBITDA

49,692

46,184

28,451

170,067

113,032

Adjusted EBITDA Margin (% of net sales)

20.4

20.1

14.8

19.1

15.6

Reconciliation of Non-GAAP Profit before Tax

Three-Month Period Ended

Twelve-Month Period Ended

March 27, 2026

December 26, 2025

March 28, 2025

March 27, 2026

March 28, 2025

(Dollars in thousands)

GAAP (Loss) Income before Income Taxes

(2,687

)

494

(18,438

)

(14,901

)

(85,696

)

Transaction-related costs

496

119

663

5,742

Transaction-related interest

225

272

1,955

1,314

Impairment of assets held for sale

6,590

—

6,590

—

Purchased intangible amortization

5,653

5,629

5,492

22,542

21,722

Restructuring costs

5,074

5,354

8,482

17,184

15,317

Stock-based compensation

10,647

12,820

9,616

47,910

41,867

Loss on change in fair value of forward repurchase contract

—

34,752

Other costs(1)

7,718

6,422

6,689

25,715

12,351

Total Non-GAAP Adjustments

36,403

30,486

30,670

122,559

133,065

Non-GAAP Profit before Tax

33,716

30,980

12,232

107,658

47,369

Reconciliation of Non-GAAP Income Tax Provision (Benefit) and Non-GAAP Effective Tax Rate

Three-Month Period Ended

Twelve-Month Period Ended

March 27, 2026

December 26, 2025

March 28, 2025

March 27, 2026

March 28, 2025

(Dollars in thousands)

GAAP Income Tax Provision (Benefit)

13,749

(7,868

)

(3,700

)

(248

)

(12,933

)

GAAP effective tax rate

(511.7

(1,592.7

20.1

1.7

15.1

Tax effect of adjustments to GAAP results

(11,642

)

10,002

4,126

7,610

14,200

Non-GAAP Income Tax Provision

2,107

2,134

426

7,362

1,267

Non-GAAP effective tax rate

6.2

6.9

3.5

6.8

2.7

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

Three-Month Period Ended

Twelve-Month Period Ended

March 27, 2026

December 26, 2025

March 28, 2025

March 27, 2026

March 28, 2025

(Dollars in thousands)

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

(16,488

)

8,299

(14,800

)

(14,897

)

(73,010

)

GAAP Basic weighted average common shares

185,309,271

185,172,199

184,169,928

185,035,670

187,707,391

GAAP Diluted weighted average common shares

185,309,271

186,208,258

184,169,928

185,035,670

187,707,391

GAAP Basic (Loss) Income per Share

(0.09

)

0.04

(0.08

)

(0.08

)

(0.39

)

GAAP Diluted (Loss) Income per Share

(0.09

)

0.04

(0.08

)

(0.08

)

(0.39

)

Transaction-related costs

496

119

663

5,742

Transaction-related interest

225

272

1,955

1,314

Impairment of assets held for sale

6,590

—

6,590

—

Purchased intangible amortization

5,653

5,629

5,492

22,542

21,722

Restructuring costs

5,074

5,354

8,482

17,184

15,317

Stock-based compensation

10,647

12,820

9,616

47,910

41,867

Loss on change in fair value of forward repurchase contract

—

34,752

Other costs(2)

7,718

6,422

6,689

25,715

12,351

Total Non-GAAP Adjustments

36,403

30,486

30,670

122,559

133,065

Tax effect of adjustments to GAAP results(3)

11,642

(10,002

)

(4,126

)

(7,610

)

(14,200

)

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

31,557

28,783

11,744

100,052

45,855

Basic weighted average common shares

185,309,271

185,172,199

184,169,928

185,035,670

187,707,391

Diluted weighted average common shares

187,134,641

186,208,258

185,247,919

186,318,359

188,629,402

Non-GAAP Basic Earnings per Share

0.17

0.16

0.06

0.54

0.24

Non-GAAP Diluted Earnings per Share

0.17

0.15

0.06

0.54

0.24

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

(2) 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 debt and equity financings or other non-recurring transactions, income (loss) in earnings of equity investments, and unrealized losses (gains) on investments.

(3) To calculate the tax effect of adjustments to GAAP results, the Company considers each Non-GAAP adjustment by tax jurisdiction, reverses all discrete items, 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

Twelve-Month Period Ended

March 27, 2026

December 26, 2025

March 28, 2025

March 27, 2026

March 28, 2025

(Dollars in thousands)

GAAP Operating Cash Flow

35,714

45,375

20,353

163,069

61,913

GAAP Operating Cash Flow (% of net sales)

14.7

19.8

10.6

18.3

8.5

Non-GAAP adjustments

Purchases of property, plant and equipment

(17,016

)

(4,116

)

(5,391

)

(38,176

)

(39,955

)

Non-GAAP Free Cash Flow

18,698

41,259

14,962

124,893

21,958

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

7.7

18.0

7.8

14.0

3.0

Investor Contact:

Jalene Hoover

VP of Investor Relations & Corporate Communications

+1 (512) 751-6526

jhoover@allegromicro.com

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