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ALLEGRO MICROSYSTEMS, INC.

For the period ended Dec 26, 2025. Filed Jan 30, 2026.

View on SEC.gov

About this filing

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.

Dec 26, 2025 · Filed Jan 30, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-26; filed 2025-10-31.

0001193125-25-259807

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

Current report: 10-Q

Period ended 2025-12-26; filed 2026-01-30.

0001193125-26-030636

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 127 previous paragraphs and 121 current paragraphs.

71 unchanged; 39 reworded; 10 added; 9 removed; 8 previous and 1 current paragraphs rearranged.

Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

On January 21, 2026, we entered into Amendment No. 4 (the “Fourth Amendment”) to the Credit Agreement dated as of June 21, 2023 (as 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 Fourth Amendment provided for a new $285,000 tranche of term loans maturing in October 2030 (the “2026 Refinanced Loans”), the proceeds of which were used, in relevant part, to refinance all outstanding borrowing under the 2025 Refinanced Loans (as defined in Note 9, “Debt and Other Borrowings” to the unaudited condensed consolidated financial statements included in this Quarterly Report). The 2026 Refinanced Loans amortize at a rate of 0.00% per annum. The 2026 Refinanced Loans bear interest, at our option, at a rate equal to (i) Term SOFR in effect from time to time plus 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 from time to time plus 0.75%. The 2026 Refinanced Loans will mature on October 31, 2030.

Current report

R&D expenses as a percentage of our total net sales was 23.1% and 24.4% for the three-month periods ended December 26, 2025 and December 27, 2024, respectively. The decrease as a percentage of total net sales was primarily due to the increase in net sales, partially offset by the increase in the projected funding of the annual incentive program.

Current report

SG&A expenses as a percentage of our total net sales was 19.5% and 21.3% in the three-month periods ended December 26, 2025 and December 27, 2024, respectively. The decrease as a percentage of total net sales was primarily due to the increase in net sales, partially offset by an increase in the projected funding of the annual incentive program.

Current report

Nine-Month Period Ended December 26, 2025 Compared to Nine-Month Period Ended December 27, 2024

Current report

Gross margin was 46.0% and 45.4% for the nine-month periods ended December 26, 2025 and December 27, 2024, respectively. The increase was primarily due to the increase in net sales and a change in product mix.

Current report

R&D expenses increased in the nine-month period ended December 26, 2025 compared to the nine-month period ended December 27, 2024, primarily due to an increase in personnel costs, including the projected funding of the annual incentive program.

Current report

R&D expenses as a percentage of our total net sales was 23.2% and 24.8% for the nine-month periods ended

Current report

SG&A expenses as a percentage of our total net sales was 20.8% and 21.8% in the nine-month periods ended

Current report

December 26, 2025 and December 27, 2024, respectively. The decrease as a percentage of total net sales was primarily due to the increase in net sales, partially offset by an increase in the projected funding of the annual incentive program, outside service and legal fees.
Removed paragraphs (9)

Previous report

R&D expenses as a percentage of our total net sales was 23.7% and 23.2% for the three-month periods ended

Previous report

SG&A expenses as a percentage of our total net sales was 19.7% and 20.3% in the three-month periods ended

Previous report

Six-Month Period Ended September 26, 2025 Compared to Six-Month Period Ended September 27, 2024

Previous report

Total net sales increased in the six-month period ended September 26, 2025 compared to the six-month period ended

Previous report

Automotive net sales increased in the six-month period ended September 26, 2025 compared to the six-month period

Previous report

Gross margin was 45.6% and 45.3% for the six-month periods ended September 26, 2025 and September 27, 2024, respectively. The increase was primarily due to the increase in net sales and a change in product mix.

Previous report

R&D expenses increased in the six-month period ended September 26, 2025 compared to the six-month period ended September 27, 2024, primarily due to an increase in personnel costs and an increase of the projected funding of the annual incentive program.

Previous report

R&D expenses as a percentage of our total net sales was 23.3% and 25.0% for the six-month periods ended September 26, 2025 and September 27, 2024, respectively. The decrease was primarily due to the increase in net sales.

Previous report

SG&A expenses as a percentage of our total net sales was 21.5% and 22.1% in the six-month periods ended September 26, 2025 and September 27, 2024, respectively. The decrease as a percentage of total net sales was primarily due to the increase in net sales, partially offset by an increase in the projected funding of the annual incentive program and outside service and personnel costs.
Reworded paragraphs (39)

Previous wording

We operate on a 52- or 53-week fiscal year ending on the last Friday of March. Each fiscal quarter has 13 weeks, except in a 53-week year, when the fourth fiscal quarter has 14 weeks. All references to the three- and six-month periods ended September 26, 2025 and September 27, 2024 relate to the 13- and 26-week periods ended September 26, 2025 and September 27, 2024, respectively. All references to “2026,” “fiscal year 2026” or similar references relate to the 52-week period ending March 27, 2026. All references to “2025,” “fiscal year 2025” or similar references relate to the 52-week period ended March 28, 2025.

Current wording

We operate on a 52- or 53-week fiscal year ending on the last Friday of March. Each fiscal quarter has 13 weeks, except in a 53-week year, when the fourth fiscal quarter has 14 weeks. All references to the three- and nine-month periods ended December 26, 2025 and December 27, 2024 relate to the 13- and 39-week periods ended December 26, 2025 and December 27, 2024, respectively. All references to “2026,” “fiscal year 2026” or similar references relate to the 52-week period ending March 27, 2026. All references to “2025,” “fiscal year 2025” or similar references relate to the 52-week period ended March 28, 2025.

Previous wording

We are headquartered in Manchester, New Hampshire and have a global footprint across multiple continents. Our portfolio includes more than 1,500 products, and we ship over 1.5 billion units annually to more than 10,000 customers worldwide. During the three- and six-month periods ended September 26, 2025, we generated $214.3 million and $417.7 million in total net sales, respectively, with $6.6 million in net income and $6.6 million in net loss, respectively. During the three- and six-month periods ended

Current wording

We are headquartered in Manchester, New Hampshire and have a global footprint across multiple continents. Our portfolio includes more than 1,500 products, and we ship over 1.5 billion units annually to more than 10,000 customers worldwide. During the three- and nine-month periods ended December 26, 2025, we generated $229.2 million and $646.9 million in total net sales, respectively, with $8.4 million and $1.8 million in net income, respectively. During the three- and nine-month periods ended December 27, 2024, we generated $177.9 million and $532.2 million in total net sales, respectively, with $6.8 million and $58.0 million in net losses, respectively.

Previous wording

Total net sales increased in the three-month period ended September 26, 2025 compared to the three-month period ended September 27, 2024. The increase was primarily driven by data center applications, medical applications, industrial automation and robotics, and e-Mobility products, which includes our advanced driver assistance systems (“ADAS”), offset by a decrease in consumer products.

Current wording

Total net sales increased in the three-month period ended December 26, 2025 compared to the three-month period ended December 27, 2024. The increase was primarily driven by e-Mobility products, which includes our advanced driver assistance systems (“ADAS”) and components for electrified and hybrid vehicles (“xEV”), data center applications, internal combustion engine products, and industrial automation and robotics products, partially offset by a decrease in broad-based industrial products and personal and industrial transport products.

Previous wording

ended September 27, 2024, primarily due to growth in e-Mobility products, which includes ADAS.

Current wording

Automotive net sales increased in the three-month period ended December 26, 2025 compared to the three-month period ended December 27, 2024, primarily due to growth in e-Mobility products and internal combustion engine products.

Previous wording

Industrial and Other net sales increased in the three-month period ended September 26, 2025 compared to the three-month period ended September 27, 2024, primarily due to increases in demand for data center applications, medical applications, and industrial automation and robotics, offset by a decrease in consumer products.

Current wording

Industrial and Other net sales increased in the three-month period ended December 26, 2025 compared to the three-month period ended December 27, 2024, primarily due to increases in demand for data center applications and industrial automation and robotics products, partially offset by a decrease in broad-based industrial products and personal and industrial transport products.

Previous wording

The increase in MS sales was primarily due to an increase in demand for our tunneling magnetoresistance (“TMR”) sensor solutions, offset by a decrease in magnetic position products. The increase in PIC sales was primarily driven by an increase in demand for our motor products.

Current wording

The increase in PIC sales was primarily driven by an increase in demand for our motor and high performance power products. The increase in MS sales was primarily due to an increase in demand for our current and isolator products, as well as our magnetic speed and position sensors.

Previous wording

Other Asia net sales increased in the three-month period ended September 26, 2025 compared to the three-month period ended September 27, 2024, in both Automotive and Industrial and Other, primarily in data center applications, safety, comfort and convenience applications and medical applications, offset by a decrease in consumer products. Greater China net sales increased primarily driven by an increase in ADAS and components for electrified vehicles (“EV”), offset by a decrease in consumer products. Other Americas net sales increased in both Automotive and Industrial and Other applications, primarily in ADAS and clean energy. Japan net sales decreased in the Automotive, primarily in safety, comfort and convenience applications and EV, offset with an increase in data center applications. United States net sales declined in both Automotive and Industrial and Other, primarily in ADAS and broad-based industrial, offset by an increase in medical applications.

Current wording

Other Asia net sales increased in the three-month period ended December 26, 2025 compared to the three-month period ended December 27, 2024, in both Automotive and Industrial and Other applications, primarily in data center applications, partially offset by declines in broad-based industrial products. Greater China net sales increased primarily driven by an increase in ADAS and xEV components. Other Americas net sales increased in both Automotive and Industrial and Other applications, primarily in ADAS. Japan net sales increased in Automotive applications, primarily in xEV components, partially offset with a decrease in personal and industrial transport products. South Korea net sales increased primarily in internal combustion engine products. United States net sales increased in Automotive applications, primarily in internal combustion engine products, partially offset by declines in broad-based industrial products.

Previous wording

Cost of goods sold increased in the three-month period ended September 26, 2025 compared to the three-month period ended September 27, 2024, primarily due to higher production volume in support of higher product sales and foreign currency impacts.

Current wording

Cost of goods sold increased in the three-month period ended December 26, 2025 compared to the three-month period ended December 27, 2024, primarily due to higher production volume in support of higher product sales.

Previous wording

Cost of goods sold as a percentage of our total net sales was 54.4% and 54.7% for the six-month periods ended

Current wording

Cost of goods sold as a percentage of our total net sales was 53.3% and 54.3% for the three-month periods ended December 26, 2025 and December 27, 2024, respectively. The decrease was primarily due to the increase in net sales.

Previous wording

Gross margin was 46.3% and 45.7% for the three-month periods ended September 26, 2025 and September 27, 2024, respectively. The increase was primarily due to the increase in net sales and a change in product mix.

Current wording

Gross margin was 46.7% and 45.7% for the three-month periods ended December 26, 2025 and December 27, 2024, respectively. The increase was primarily due to the increase in net sales and a change in product mix.

Previous wording

Research and development (“R&D”) expenses increased in the three-month period ended September 26, 2025 compared to the comparable period in fiscal year 2025, primarily due to the increase in personnel costs, including the projected funding of the annual incentive program.

Current wording

Research and development (“R&D”) expenses increased in the three-month period ended December 26, 2025 compared to the three-month period ended December 27, 2024, primarily due to the increase in personnel costs, including the projected funding of the annual incentive program.

Previous wording

The foreign currency loss recorded in the three-month period ended September 26, 2025 was primarily due to the U.S. Dollar weakening against various currencies, including the Euro and the Philippine Peso. The foreign currency gain recorded in the three-month period ended September 27, 2024 was primarily due to the U.S. Dollar strengthening against the Philippine Peso.

Current wording

The foreign currency loss recorded in the three-month period ended December 26, 2025 was primarily due to the U.S. Dollar impact on transactions in the Philippines. The foreign currency loss recorded in the three-month period ended December 27, 2024 was primarily due to realized and unrealized losses from our Philippine location.

Previous wording

We recorded a net loss of $2.4 million related to our equity investment in Polar Semiconductor, LLC (“PSL”) in the three-month period ended September 26, 2025. In the three-month period ended September 27, 2024, we recorded a net loss of $2.8 million as a result of the PSL Closing related to the difference between the selling price per share and its carrying amount per share and after a gain from the conversion of outstanding promissory notes that we had previously issued to PSL (the “PSL Promissory Notes”) in the connection with the PSL Closing.

Current wording

We recorded a net loss of $3.6 million related to our equity investment in Polar Semiconductor, LLC (“PSL”) in the three-month period ended December 26, 2025.

Previous wording

Income tax benefit and the effective income tax rate were approximately $9.3 million and 342.5%, respectively, in the three-month period ended September 26, 2025, compared to income tax benefit and effective income tax rate of approximately $9.5 million and 22.0%, respectively, in the three-month period ended September 27, 2024. The change in the effective tax rate for the three-month period ended September 26, 2025, compared to the three-month period ended September 27, 2024 primarily resulted from a decrease in GAAP loss before taxes and the One Big Beautiful Bill Act (“OBBB”) impacts described in Note 13, “Income Taxes” to the unaudited condensed consolidated financial statements included in this Quarterly Report.

Current wording

Income tax benefit and the effective income tax rate were approximately $7.9 million and (1,592.7)%, respectively, in the three-month period ended December 26, 2025, compared to income tax benefit and effective income tax rate of approximately $0.8 million and 10.6%, respectively, in the three-month period ended December 27, 2024. The change in the effective tax rate for the three-month period ended December 26, 2025, compared to the three-month period ended December 27, 2024 primarily resulted from a decrease in GAAP loss before taxes and the One Big Beautiful Bill Act (“OBBB”) impacts described in Note 13, “Income Taxes” to the unaudited condensed consolidated financial statements included in this Quarterly Report.

Previous wording

The following table summarizes our results of operations and our results of operations as a percentage of total net sales for the six-month periods ended September 26, 2025 and September 27, 2024.

Current wording

The following table summarizes our results of operations and our results of operations as a percentage of total net sales for the nine-month periods ended December 26, 2025 and December 27, 2024.

Previous wording

September 27, 2024. The increase was primarily driven by data center applications, medical applications, industrial automation and robotics, and e-Mobility products, which includes ADAS and components for EVs, offset by a decrease in consumer products.

Current wording

Total net sales increased in the nine-month period ended December 26, 2025 compared to the nine-month period ended December 27, 2024. The increase was primarily driven by e-Mobility products, which includes ADAS and xEV components, data center applications, medical applications, industrial automation and robotics and internal combustion engine products, partially offset by a decrease in consumer products, personal and industrial transport products and safety, comfort and convenience applications.

Previous wording

ended September 27, 2024, primarily due to an increase in demand for e-Mobility products, which includes ADAS and EV, partially offset by a decrease in safety, comfort and convenience applications.

Current wording

Automotive net sales increased in the nine-month period ended December 26, 2025 compared to the nine-month period ended December 27, 2024, primarily due to an increase in demand for e-Mobility products, which includes ADAS and xEV components, as well as our internal combustion engine products, partially offset by a decrease in safety, comfort and convenience applications.

Previous wording

Industrial and Other net sales increased in the six-month period ended September 26, 2025 compared to the six-month period ended September 27, 2024, primarily due to an increase in demand for data center applications, medical applications, and industrial automation and robotics, offset by decrease in consumer products.

Current wording

Industrial and Other net sales increased in the nine-month period ended December 26, 2025 compared to the nine-month period ended December 27, 2024, primarily due to an increase in demand for data center applications, medical applications, and industrial automation and robotics, partially offset by a decrease in consumer products.

Previous wording

The increase in MS sales was primarily due to an increase in demand for our TMR sensor solutions and magnetic speed, offset by a reduction in magnetic position products. The increase in PIC sales was primarily driven by an increase in demand for our motor products and high performance power products.

Current wording

The increase in PIC sales was primarily driven by an increase in demand for our motor and high performance power products. The increase in MS sales was primarily due to an increase in demand for our current and isolator products, magnetic speed sensors and our tunneling magnetoresistance sensor solutions.

Previous wording

Other Asia net sales increased in the six-month period ended September 26, 2025 compared to the six-month period ended September 27, 2024, primarily driven by an increase in net sales of data center applications, safety, comfort and convenience applications, and medical applications, offset by a decrease in consumer products. Greater China net sales increased in Automotive, primarily in ADAS and EV, and also in industrial automation and robotics and broad-based industrial applications, offset by a decrease in consumer products. Other Americas net sales increased in both Automotive and Industrial and Other applications, primarily in ADAS and clean energy. Europe net sales increased primarily in Automotive markets, driven by ADAS and internal combustion engine, as well as growth in industrial automation and robotics, offset by decreases in consumer products, clean energy and safety, comfort and convenience applications. Japan net sales declined in Automotive, primarily in safety, comfort and convenience applications and EV, offset with an increase in data center applications. United States net sales primarily driven by a decrease in net sales of broad-based industrial and ADAS, offset by an increase in medical applications.

Current wording

Greater China net sales increased in the nine-month period ended December 26, 2025 compared to the nine-month period ended December 27, 2024, primarily driven by ADAS and xEV components, industrial automation and robotics products, safety, comfort and convenience applications and data center applications, partially offset by a decrease in consumer products. Other Asia net sales increased in data center applications, medical applications and safety, comfort and convenience applications, partially offset by a decrease in consumer products. Other Americas net sales increased in both Automotive and Industrial and Other applications, primarily in ADAS components and clean energy applications. Europe net sales increased primarily in Automotive markets, driven by ADAS components, as well as growth in industrial automation and robotics, partially offset by decreases in clean energy applications, consumer products, and safety, comfort and convenience applications. Japan net sales declined primarily in safety, comfort and convenience applications and personal and industrial transport products, partially offset by an increase in data center applications.

Previous wording

Cost of goods sold increased in the six-month period ended September 26, 2025 compared to the six-month period ended September 27, 2024, primarily due to higher production volume in support of higher product sales and foreign currency impact.

Current wording

Cost of goods sold increased in the nine-month period ended December 26, 2025 compared to the nine-month period ended December 27, 2024, primarily due to higher production volume in support of higher product sales and foreign currency impact.

Previous wording

Cost of goods sold as a percentage of our total net sales was 53.7% and 54.3% for the three-month periods ended

Current wording

Cost of goods sold as a percentage of our total net sales was 54.0% and 54.6% for the nine-month periods ended

Previous wording

Gross profit increased in the six-month period ended September 26, 2025 compared to the six-month period ended

Current wording

Gross profit increased in the nine-month period ended December 26, 2025 compared to the nine-month period ended December 27, 2024, primarily due to the increase in net sales and a change in product mix.

Previous wording

SG&A expenses increased in the six-month period ended September 26, 2025 compared to the six-month period ended September 27, 2024, primarily due to an increase in the projected funding of the annual incentive program and outside service and personnel costs.

Current wording

SG&A expenses increased in the nine-month period ended December 26, 2025 compared to the nine-month period ended December 27, 2024, primarily due to an increase in personnel costs, including the projected funding of the annual incentive program, outside service and legal fees.

Previous wording

Interest expense decreased in the six-month period ended September 26, 2025 compared to the six-month period ended September 27, 2024, The decrease is due to the voluntary payments applied to the outstanding balance of the 2025 Refinanced Loans.

Current wording

Interest expense decreased in the nine-month period ended December 26, 2025 compared to the nine-month period ended December 27, 2024. The decrease is due to the voluntary payments applied to the outstanding balance of the 2025 Refinanced Loans.

Previous wording

Interest income decreased in the six-month period ended September 26, 2025 compared to the six-month period ended September 27, 2024, primarily due to lower cash and cash equivalents balances.

Current wording

Interest income decreased in the nine-month period ended December 26, 2025 compared to the nine-month period ended December 27, 2024, primarily due to lower cash and cash equivalents balances.

Previous wording

We recorded a loss on change in fair value of a forward repurchase contract in the six-month period ended September 27, 2024, due to the various settlement dates under the Share Repurchase Agreement.

Current wording

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

Previous wording

The foreign currency loss recorded in the six-month period ended September 26, 2025 was primarily due to the U.S. Dollar weakening against various currencies, including the Euro and the Philippine Peso. The foreign currency loss recorded in the six-month period ended September 27, 2024 was primarily due to the U.S. Dollar strengthening against the Philippine Peso.

Current wording

The foreign currency loss recorded in the nine-month period ended December 26, 2025 was primarily due to the U.S. Dollar weakening against various currencies, including the Euro and the Philippine Peso. The foreign currency loss recorded in the nine-month period ended December 27, 2024 was primarily due to the realized and unrealized losses from our Philippine location.

Previous wording

We recorded a net loss of $3.2 million related to our equity investment in PSL in the six-month period ended September 26, 2025. In the six-month period ended September 27, 2024, we recorded a net loss of $2.8 million related to the difference between the selling price per share and its carrying amount per share and after a gain from the conversion of the PSL Promissory Notes in connection with the PSL Closing, partially offset by $0.8 million of gains related to earnings in our money market fund deposits.

Current wording

December 26, 2025. In the nine-month period ended December 27, 2024, we recorded a net loss of $2.8 million related to the difference between the selling price per share and its carrying amount per share and after a gain from the conversion of the PSL Promissory Notes in connection with the PSL Closing, partially offset by $1.2 million of gains related to earnings in our money market fund deposits.

Previous wording

Income tax benefit and the effective income tax rate were approximately $6.1 million and 48.2%, respectively, in the six-month period ended September 26, 2025, compared to income tax benefit and effective income tax rate of approximately $8.4 million and 14.1%, respectively, in the six-month period ended September 27, 2024. The change in the effective tax rate for the six-month period ended September 26, 2025, compared to the six-month period ended September 27, 2024 was due to a decrease in GAAP loss before taxes and the OBBB impacts described in Note 13, “Income Taxes” to the unaudited condensed consolidated financial statements included in this Quarterly Report.

Current wording

Income tax benefit and the effective income tax rate were approximately $14.0 million and 114.6%, respectively, in the nine-month period ended December 26, 2025, compared to income tax benefit and effective income tax rate of approximately $9.2 million and 13.7%, respectively, in the nine-month period ended December 27, 2024. The change in the effective tax rate for the nine-month period ended December 26, 2025, compared to the nine-month period ended December 27, 2024 was due to a decrease in GAAP loss before income taxes and the OBBB impacts described in Note 13, “Income Taxes” to the unaudited condensed consolidated financial statements included in this Quarterly Report.

Previous wording

As of September 26, 2025, we had $117.5 million of cash and cash equivalents and $348.8 million of working capital, compared to $121.3 million of cash and cash equivalents and $370.8 million of working capital as of March 28, 2025. Working capital is impacted by the timing and extent of our business needs.

Current wording

As of December 26, 2025, we had $155.2 million of cash and cash equivalents and $374.3 million of working capital, compared to $121.3 million of cash and cash equivalents and $370.8 million of working capital as of March 28, 2025. Working capital is impacted by the timing and extent of our business needs.

Previous wording

Our primary requirements for liquidity and capital resources besides our growth initiatives are working capital, capital expenditures, principal and interest payments on our outstanding debt, and other general corporate needs. Historically, these cash requirements have been met through cash provided by operating activities and cash and cash equivalents. Our current capital deployment strategy for fiscal year 2026 is to utilize cash on hand and capacity under our revolving credit facility to support our continued growth initiatives into select markets and planned capital expenditures, as well as consider potential acquisitions. As of September 26, 2025, the Company was not party to any off-balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources. The cash requirements for the current fiscal year relate to our operating leases, operating and capital purchase commitments, and expected contributions to our defined benefit and contribution plans. Additionally, we expect to continue to strategically invest in expanding our operations in China, Japan, India and Philippines expansion in order to directly manage and service our customers in these markets, which could result in increases in our total net sales, cost of goods sold and operating expenses. For information regarding the Company’s expected cash requirements and timing of payments related to leases, noncancellable purchase commitments and pension and defined contribution plans, see Note 12, “Leases,” Note 15, “Retirement Plans,” and Note 16, “Commitments and Contingencies” to the audited consolidated financial statements in the Company’s 2025 Annual Report.

Current wording

Our primary requirements for liquidity and capital resources besides our growth initiatives are working capital, capital expenditures, principal and interest payments on our outstanding debt, and other general corporate needs. Historically, these cash requirements have been met through cash provided by operating activities and cash and cash equivalents. Our current capital deployment strategy for fiscal year 2026 is to utilize cash on hand and capacity under our revolving credit facility to support our continued growth initiatives into select markets and planned capital expenditures, as well as consider potential acquisitions. As of December 26, 2025, the Company was not party to any off-balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources. The cash requirements for the current fiscal year relate to our operating leases, operating and capital purchase commitments, and expected contributions to our defined benefit and contribution plans. Additionally, we expect to continue to strategically invest in expanding our operations in China, Japan, India and Philippines in order to directly manage and service our customers in these markets, which could result in increases in our total net sales, cost of goods sold and operating expenses. For information regarding the Company’s expected cash requirements and timing of payments related to leases, noncancellable purchase commitments and pension and defined contribution plans, see Note 12, “Leases,” Note 15, “Retirement Plans,” and Note 16, “Commitments and Contingencies” to the audited consolidated financial statements in the Company’s 2025 Annual Report.

Previous wording

The following table summarizes our cash flows for the six-month periods ended September 26, 2025 and September 27, 2024:

Current wording

The following table summarizes our cash flows for the nine-month periods ended December 26, 2025 and December 27, 2024:

Previous wording

Net cash provided by operating activities was $82.0 million in the six-month period ended September 26, 2025, resulting primarily from a net loss of $6.6 million and noncash charges of $59.5 million, further adjusted by a net increase in cash from a decrease in net operating assets and liabilities of $29.1 million. Noncash charges primarily included increases of $32.8 million for depreciation and amortization, $24.4 million of stock-based compensation, and $4.5 million for provisions for inventory and expected credit losses, partially offset by $4.2 million of deferred income taxes. The net decrease in operating assets and liabilities consisted of a $26.6 million decrease in prepaid expenses and other assets, a $9.3 million decrease in inventories, a $14.0 million increase in other changes in operating assets and liabilities, net, and a $4.2 million increase in trade accounts payable, partially offset by a $21.7 million increase in trade accounts receivable, net and a $3.3 million decrease in net amounts due to related party. The increase in trade accounts receivable, net was primarily a result of increased sales year-over-year and timing of collections. Trade accounts payable increased, primarily due to the timing of payments to suppliers and vendors, including unpaid capital expenditures of $1.1 million. The decrease in prepaid expenses and other assets was mostly due to the timing of tax payments. The decrease in inventories was primarily the result of the increase in net sales. The decrease in net amounts due to related party was primarily due to variations in the timing of such payments in the ordinary course of business. The increase in other changes in operating assets and liabilities, net was primarily the result of higher accrued income taxes and accrued personnel costs.

Current wording

Net cash provided by operating activities was $127.4 million in the nine-month period ended December 26, 2025, resulting primarily from a net income of $1.8 million and noncash charges of $88.9 million, further adjusted by a net increase in cash from a decrease in net operating assets and liabilities of $36.7 million. Noncash charges primarily included increases of $49.8 million for depreciation and amortization, $37.3 million of stock-based compensation, and $7.6 million for provisions for inventory and expected credit losses, partially offset by $8.0 million of deferred income taxes. The net decrease in operating assets and liabilities consisted of a $23.9 million increase in other changes in operating assets and liabilities, net, a $17.7 million decrease in prepaid expenses and other assets, and a $13.7 million increase in trade accounts payable, partially offset by a $15.6 million increase in trade accounts receivable, net, a $1.8 million decrease in net amounts due to related party and a $1.3 million increase in inventories. The increase in trade accounts receivable, net was primarily a result of increased sales year-over-year and timing of collections. Trade accounts payable increased, primarily due to the timing of payments to suppliers and vendors, including unpaid capital expenditures of $2.4 million. The decrease in prepaid expenses and other assets was primarily due to the receipt of a tax refund and the additional planning related to the OBBB. The decrease in net amounts due to related party was primarily due to variations in the timing of such payments in the ordinary course of business. The increase in other changes in operating assets and liabilities, net was primarily the result of higher accrued income taxes and accrued personnel costs. The increase in inventories was primarily the result of the increase in production to support the increase in net sales.

Previous wording

Net cash provided by operating activities was $49.7 million in the six-month period ended September 27, 2024, resulting primarily from a net loss of $51.2 million and noncash charges of $93.2 million, further adjusted by a net increase in cash from a decrease in net operating assets and liabilities of $7.7 million. Noncash charges include increases for $34.8 million for loss on change in fair value of forward repurchase contract, $32.5 million of depreciation and amortization, $21.7 million of stock-based compensation and $6.6 million of other non-cash reconciling items, partially offset by $7.8 million of deferred income taxes. The net decrease in operating assets and liabilities consisted of a $41.4 million decrease in trade accounts receivable, net, a $13.7 million increase in trade accounts payable and a $4.1 million increase in net amounts due to related party, partially offset by an $18.8 million increase in inventories, a $15.8 million increase in prepaid expenses and other assets, and a $16.8 million decrease in other changes in operating assets and liabilities, net. The decrease in trade accounts receivable, net, was primarily a result of decreased sales year-over-year. Trade accounts payable increased primarily due to the timing of payments to suppliers and vendors, including unpaid capital expenditures of $4.1 million. The increase in net amounts due to related party was primarily due to variations in the timing of such payments in the ordinary course of business. The increase in inventories was primarily the result of inventory builds of standard products to support anticipated sales growth. The increase in prepaid expenses and other assets was mostly due to higher long-term deposits and the timing of tax payments. The decrease in other changes in operating assets and liabilities, net was primarily the result of a reduction in accrued personnel costs due to the timing of payments pursuant to our annual incentive compensation plan.

Current wording

Net cash provided by operating activities was $41.6 million in the nine-month period ended December 27, 2024, resulting primarily from a net loss of $58.0 million and noncash charges of $120.0 million, further adjusted by a net decrease in cash from an increase in net operating assets and liabilities of $20.4 million. Noncash charges primarily included increases of $48.6 million for depreciation and amortization, $34.8 million for loss on change in fair value of forward repurchase contract, $32.3 million of stock-based compensation, $7.5 million for provisions for inventory and expected credit losses and $6.6 million of other non-cash reconciling items, partially offset by $11.5 million of deferred income taxes. The net increase in operating assets and liabilities consisted of a $38.1 million increase in inventories, a $21.3 million decrease in other changes in operating assets and liabilities, net, partially offset by $34.4 million decrease in trade accounts receivable, net, a $5.5 million increase in trade accounts payable and a $0.6 million increase in net amounts due to related party. The decrease in trade accounts receivable, net, was primarily a result of decreased sales year-over-year. Trade accounts payable increased primarily due to the timing of payments to suppliers and vendors, including unpaid capital expenditures of $1.7 million. The increase in net amounts due to related party was primarily due to variations in the timing of such payments in the ordinary course of business. The increase in inventories was primarily the result of inventory builds of standard products to support anticipated sales growth. The increase in prepaid expenses and other assets was mostly due to higher long-term deposits and the timing of tax payments. The decrease in other changes in operating assets and liabilities, net was primarily the result of a reduction in accrued personnel costs due to the timing of payments pursuant to our annual incentive compensation plan.

Previous wording

Net cash used in investing activities was $17.0 million in the six-month period ended September 26, 2025, consisting of purchases of property, plant and equipment.

Current wording

Net cash used in investing activities was $21.2 million in the nine-month period ended December 26, 2025, consisting of purchases of property, plant and equipment.

Previous wording

Net cash used in investing activities was $20.9 million in the six-month period ended September 27, 2024, consisting of purchases of property, plant and equipment.

Current wording

Net cash used in investing activities was $34.2 million in the nine-month period ended December 27, 2024, primarily consisting of purchases of property, plant and equipment.

Previous wording

Net cash used in financing activities was $70.7 million in the six-month period ended September 26, 2025, primarily consisting of $60.0 million of payments on our 2025 Refinanced Loans and $9.3 million of taxes related to the net settlement of equity awards.

Current wording

Net cash used in financing activities was $75.0 million in the nine-month period ended December 26, 2025, primarily consisting of $60.0 million of payments on our term loan, $10.4 million of taxes related to the net settlement of equity awards and $4.0 million of payments for intangible assets.

Previous wording

Net cash used in financing activities was $53.3 million in the six-month period ended September 27, 2024, consisting of $853.8 million of repurchases of our common stock, $50.0 million of payment on our Refinanced 2023 Term Loan Facility and $12.3 million of taxes related to the net settlement of equity awards, partially offset by the issuance of common stock of $665.9 million, net proceeds of $193.5 million from the Refinanced 2023 Term Loan Facility, proceeds received in connection with the issuance of common stock under our employee stock purchase plan and proceeds received related to the quarterly payment from PSL on our related party loan.

Current wording

Net cash used in financing activities was $79.2 million in the nine-month period ended December 27, 2024, consisting of $853.9 million of repurchases of our common stock, $75.0 million of payments on our term loan and $12.8 million of taxes related to the net settlement of equity awards, partially offset by the issuance of common stock of $665.9 million, net proceeds of $193.5 million from the 2024 Term Loans, proceeds received in connection with the issuance of common stock under our employee stock purchase plan and proceeds received related to the quarterly payment from PSL on our related party loan.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

We recorded a net loss of $6.7 million related to our equity investment in PSL in the nine-month period ended
Rearranged previous paragraphs (8)

Previous report — wording carried elsewhere

September 27, 2024, we generated $187.4 million and $354.3 million in total net sales, respectively, with $33.6 million and $51.2 million in net losses, respectively.

Previous report — wording carried elsewhere

Automotive net sales increased in the three-month period ended September 26, 2025 compared to the three-month period

Previous report — wording carried elsewhere

September 26, 2025 and September 27, 2024, respectively. The increase was primarily due to the increase in personnel costs, including the projected funding of the annual incentive program.

Previous report — wording carried elsewhere

We recorded a loss on change in fair value of a forward repurchase contract in the three-month period ended

Previous report — wording carried elsewhere

September 27, 2024, due to the various settlement dates under the Share Repurchase Agreement.

Previous report — wording carried elsewhere

September 26, 2025 and September 27, 2024, respectively. The decrease was primarily due to the increase in net sales.

Previous report — wording carried elsewhere

September 27, 2024, primarily due to the increase in net sales and a change in product mix.

Previous report — wording carried elsewhere

Loss on change in fair value of forward repurchase contract