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ALLEGRO MICROSYSTEMS, INC.

For the period ended Jun 27, 2025. Filed Aug 1, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 27, 2025 · Filed Aug 1, 2025

ALGM$28.17+5.1%Stored close · as of Nov 6, 2026

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Notes to Unaudited Condensed Consolidated Financial Statements

  1. Nature of the Business and Basis of Presentation

Allegro MicroSystems, Inc., together with its consolidated subsidiaries (the “Company”), is a leading global designer, developer, fabless manufacturer and 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 28, 2025. The March 28, 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 first quarter three-month period is a 13-week period. The Company’s first quarter of fiscal year 2026

ended June 27, 2025, and the Company’s first quarter of fiscal year 2025 ended June 28, 2024.

  1. 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.

Concentrations of Credit Risk

As of both June 27, 2025 and March 28, 2025, no distributor or customer accounted for 10% or more of the Company’s outstanding trade accounts receivable, net.

For the three-month periods ended June 27, 2025 and June 28, 2024, nodistributor or customer accounted for 10% or more of total net sales.

Segment Information

The Company operates asone 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.

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 will 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. 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.

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.

  1. Revenue from Contracts with Customers

The following tables summarize net sales disaggregated by market, by product and by geography for the three-month periods ended June 27, 2025 and June 28, 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:

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.

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 tables below.

Three-Month Period Ended
June 27,2025June 28,2024
Automotive$144,264$127,394
Industrial and other59,14139,525
Total net sales$203,405$166,919
Three-Month Period Ended
September 27, 2024December 27, 2024March 28, 2025
Automotive$139,680$128,637$139,494
Industrial and other47,71149,23553,330
Total net sales$187,391$177,872$192,824

Net sales by product:

Three-Month Period Ended
June 27,2025June 28,2024
Magnetic sensors$129,166$115,109
Power integrated circuits74,23951,810
Total net sales$203,405$166,919

Net sales by geography:

Three-Month Period Ended
June 27,2025June 28,2024
Americas:
United States$23,774$22,267
Other Americas8,8485,224
EMEA:
Europe30,47326,906
Asia:
Greater China57,56931,860
Japan33,65340,643
South Korea19,60321,773
Other Asia29,48518,246
Total net sales$203,405$166,919

The Company recognizes sales net of returns and sales allowances, which comprises credits issued, price protection adjustments and stock rotation rights. At June 27, 2025 and March 28, 2025, the liabilities associated with returns and sales allowances were$33,467 and$33,855, respectively, and were netted against trade accounts receivable in the condensed consolidated balance sheets.

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

  1. Fair Value 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 1Level 2Total Fair Value
Assets:
Cash equivalents:
Money market fund deposits$31,146$—$31,146
Time deposits—3,0653,065
Restricted cash:
Money market fund deposits10,273—10,273
Total assets$41,419$3,065$44,484
Fair Value Measurement at March 28, 2025:
Level 1Level 2Total Fair Value
Assets:
Cash equivalents:
Money market fund deposits$30,814$—$30,814
Restricted cash:
Money market fund deposits9,773—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.

  1. Trade Accounts Receivable, net

Trade accounts receivable, net, consisted of the following:

June 27,2025March 28,2025
Trade accounts receivable$124,038$119,071
Less:
Provision for expected credit losses(1,192)(618)
Returns and sales allowances(33,467)(33,855)
Total$89,379$84,598

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

  1. Inventories

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

June 27,2025March 28,2025
Raw materials and supplies$7,306$7,354
Work in process131,972127,651
Finished goods34,51848,909
Total$173,796$183,914

The Company recorded inventory provisions totaling$2,886 and$2,377 for the three-month periods ended June 27, 2025 and June 28, 2024, respectively.

  1. Property, Plant and Equipment, net

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

June 27,2025March 28,2025
Land$25,405$25,175
Buildings, building improvements and leasehold improvements67,15766,258
Machinery and equipment689,815670,902
Office equipment6,7686,677
Right-of-use asset8,8268,182
Construction in progress43,86051,580
Total841,831828,774
Less accumulated depreciation(536,636)(525,855)
Total$305,195$302,919

Total depreciation expense amounted to$9,175 and$9,797 for the three-month periods ended June 27, 2025 and June 28, 2024, respectively. Total amortization expense for the right-of-use asset amounted to$343 and$349 for the three-month periods ended June 27, 2025 and June 28, 2024, 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 withinone 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.

  1. Goodwill and Intangible Assets

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

Total
Balance at March 28, 2025$202,475
Foreign currency translation853
Balance at June 27, 2025$203,328

Intangible assets, net, were as follows:

DescriptionGrossAccumulatedAmortizationNet CarryingAmount
Patents$50,375$(26,436)$23,939
Customer relationships15,197(4,535)10,662
Completed technologies255,618(36,077)219,541
Indefinite-lived process technology and trademarks2,272—2,272
Trademarks and other93(93)—
Total$323,555$(67,141)$256,414
DescriptionGrossAccumulatedAmortizationNet CarryingAmount
Patents$49,749$(25,710)$24,039
Customer relationships14,964(4,102)10,862
Completed technologies255,588(30,648)224,940
Indefinite-lived process technology and trademarks2,274—2,274
Trademarks and other86(86)—
Total$322,661$(60,546)$262,115

Intangible assets amortization expense was$6,698 and$6,312 for the three-month periods ended June 27, 2025 and June 28, 2024, respectively.

  1. Debt and Other Borrowings

The Company’s debt obligations consisted of the following:

June 27,2025March 28,2025
Term Loan Facility$310,000$345,000
Unamortized debt issuance costs(5,211)(6,071)
Total loans outstanding304,789338,929
Finance lease liabilities7,5367,197
Total debt312,325346,126
Current portion of long-term debt and finance lease liabilities(1,535)(1,423)
Total long-term debt and finance lease liabilities, less current portion$310,790$344,703

2025 Refinancing and Repricing of Term Loan Facility

On February 6, 2025, the Company entered into Amendment No. 3 (the “Third Amendment”) to the Credit Agreement dated as of June 21, 2023 (as previously amended by Amendment No. 1 and the Second Amendment (as defined below), and as further amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “2023 Revolving Credit Agreement”) by and among the Company, Allegro MicroSystems, LLC (“AML”), lending institutions from time to time party thereto, and Morgan Stanley Senior Funding, Inc., as the administrative agent and the collateral agent.

The Third Amendment provided for a new $375,000 tranche of term loans maturing in 2030 (the “2025 Refinanced Loans”), the proceeds of which were used, in relevant part, to (i) refinance all outstanding borrowing under 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 Loans amortize at a rate of 0.00% per annum. The 2025 Refinanced Loans bear interest, at the Company’s option, at a rate equal to (i) Term SOFR (as defined in the Credit Agreement) in effect from time to time plus 2.00% 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 1.00%. The 2025 Refinanced Loans will mature on October 31, 2030. The Company incurred costs of $1,090 in connection with the Third Amendment.

Payments of $25,000 and $10,000 were applied to the outstanding balance of the 2025 Refinanced Loans on April 30, 2025 and May 30, 2025, respectively. An additional payment of $25,000 was applied to the outstanding balance of the 2025 Refinanced Loans on July 31, 2025.

The Company was in compliance with its debt covenants as of June 27, 2025.

2023 Revolving Credit Facility

On June 21, 2023, the Company entered into the 2023 Revolving Credit Agreement that provided for a $224,000 revolving credit facility, which included a $20,000 letter of credit subfacility. On August 6, 2024, upon entry into Amendment No. 2 (the “Second Amendment”) to the 2023 Revolving Credit Agreement, the total capacity of the revolving credit facility was increased to $256,000, and the Second Amendment also provided for a new $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 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 1.50% 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% in effect, plus the applicable spread (ranging from 0.50% to 0.75%). The applicable spreads are based on the Company’s Total Net Leverage Ratio (as defined in the 2023 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 wereno 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 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.

  1. 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 ofloss. 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.

  1. Net Loss per Share

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

Three-Month Period Ended
June 27,2025June 28,2024
Net loss attributable to Allegro MicroSystems, Inc.$(13,227)$(17,675)
Basic weighted average common shares184,587,027193,465,708
Dilutive effect of common stock equivalents——
Diluted weighted average common shares184,587,027193,465,708
Basic net loss per common share attributable to Allegro MicroSystems, Inc. stockholders$(0.07)$(0.09)
Diluted net loss per common share attributable to Allegro MicroSystems, Inc. stockholders$(0.07)$(0.09)

The computed net loss per share for the three-month periods ended June 27, 2025 and June 28, 2024 does not assume conversion of securities that would have an antidilutive effect on net loss 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 per share, as such securities would have an antidilutive effect on net loss per share if the Company had reported net income for those periods:

Three-Month Period Ended
June 27,2025June 28,2024
RSUs1,709,351754,975
PSUs260,179214,527

There wereno 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.

  1. Common Stock and Stock-Based Compensation

Restricted Stock Units

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

SharesWeighted-AverageGrant DateFair Value
Outstanding at March 28, 20252,330,344$28.88
Granted1,786,04626.91
Issued(802,676)29.54
Forfeited(33,577)28.48
Outstanding at June 27, 20253,280,137$27.65

As of June 27, 2025, total unrecognized compensation expense for awards issued was$80,557, which is expected to be recognized over a weighted-average period of 1.19 years. The total grant date fair value of RSUs vested was$23,708 for the three-month period ended June 27, 2025.

Performance Stock Units

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

SharesWeighted-AverageGrant DateFair Value
Outstanding at March 28, 20252,145,781$24.86
Granted538,09828.89
Cancelled(52,435)28.63
Issued(178,585)29.34
Forfeited(70,439)26.40
Outstanding at June 27, 20252,382,420$25.30

PSUs are included at 0% -200% of target goals. The total compensation cost related to unvested awards not yet recorded at

June 27, 2025 was$20,498, which is expected to be recognized over a weighted average period of 1.25 years. The total grant date fair value of PSUs vested was$5,240 for the three-month period ended June 27, 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 27,2025June 28,2024
Cost of goods sold$888$561
Research and development2,9113,735
Selling, general and administrative6,9635,822
Total pre-tax stock-based compensation expense$10,762$10,118
  1. Income Taxes

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

Three-Month Period Ended
June 27,2025June 28,2024
Income tax provision$3,169$1,040
Effective tax rate(31.7)%(6.3)%

The Company’s income tax 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 decrease in the effective tax rate for the three-month period ended June 27, 2025 compared to the three-month period ended June 28, 2024 results mainly from a decrease in GAAP loss before taxes and increased non-deductible share-based compensation, offset by increased foreign-derived intangible income tax benefits and the quarterly impact of discrete transaction benefits.

On July 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. As the 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.

  1. Restructuring

In January 2025, management committed to a plan that included rebalancing its workforce and consolidation of leased facilities in an effort to optimize its cost structure (the “January 2025 Restructuring”). The Company incurred $600 of severance and other related restructuring costs, net of non-cash adjustments, associated with the January 2025 Restructuring during the three-month period ended June 27, 2025, bringing cumulative costs to $6,360. The Company made immaterial cash payments in the three-month period ended June 27, 2025. The Company’s accrual for severance and other employee-related benefits amount to $500 at June 27, 2025 and is reported in accrued expenses and other current liabilities in the Company’s consolidated balance sheets. The January 2025 restructuring is materially complete, and the Company does not expect to incur additional material charges.

  1. Related Party 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.

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 wereno trade accounts receivables, net, from Sanken as of June 27, 2025

or March 28, 2025. There wereno other accounts receivable from Sanken as of June 27, 2025 and March 28, 2025, respectively.

As of June 27, 2025, Sanken held approximately 32.3% of the Company’s outstanding common stock.

Sanken Distribution Agreement

On March 30, 2023, the Company entered into a termination of the distribution agreement with Sanken (the “Termination Agreement”). The Termination Agreement formally terminated the distribution agreement dated as of July 5, 2007, by and between the Company and Sanken (the “Distribution Agreement”), effective March 31, 2023. In connection with the termination of the Distribution Agreement, and, as provided for in the Termination Agreement, the Company made a one-time payment of $5,000 to Sanken in exchange for the cancellation of Sanken’s exclusive distribution rights in Japan. Concurrent with the Termination Agreement, AML and Sanken also entered into a short-term, non-exclusive distribution agreement (as amended, the “Short-Term Distribution Agreement”) and a consulting agreement (the “Consulting Agreement”), each of which was effective April 1, 2023. In addition, the Company allowed a one-time sales return from Sanken of resalable inventory of $4,200. The Short-Term Distribution Agreement provided for the management and sale of Company product inventory for a period of 24 months from April 1, 2023. Under the terms of the Consulting Agreement, Sanken agreed to continue to provide transition services for a period of six months from

April 1, 2023 to a strategic customer as orders for the customer were transitioned from Sanken to the Company, and the Company agreed to pay Sanken for providing these transition services.

On March 31, 2025, the Company and Sanken entered into an amendment to the Short-Term Distribution Agreement to extend the term by 12 months. No payments were made by the Company to Sanken under the Short-Term Distribution Agreement or the Consulting Agreement in the three-month period ended June 27, 2025.

Transactions involving Polar Semiconductor, LLC (“PSL”)

On April 25, 2024, the Company, Sanken, PSL and PS Investment Aggregator, L.P. (“Subscriber”) entered into a Sale and Subscription Agreement (the “PSL Agreement”), pursuant to which Subscriber and certain of its affiliates agreed to make capital contributions to PSL of $175,000 in exchange for an equity interest in PSL, which closed on September 20, 2024 (the “PSL Closing”). As contemplated by the PSL Agreement, the Company agreed to discharge all outstanding promissory notes from PSL held by the Company for a value of$10,350 in exchange for PSL equity interests. Following the PSL Closing, the Company owned approximately 10.2% of PSL.

At the PSL Closing, the Company, Sanken and Subscriber entered into an amended and restated limited partnership agreement (the “Limited Partnership Agreement”) with Polar Semiconductor GP I, LLC. The Limited Partnership Agreement contains representations, warranties and covenants of the parties customary for a transaction of this type, the reimbursement of expenses and costs, and restrictions on 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.

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