ALLEGRO MICROSYSTEMS, INC.
For the period ended Jun 26, 2026. Filed Jul 31, 2026.
View on SEC.govAbout 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.
Jun 26, 2026 · Filed Jul 31, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Unaudited Condensed Consolidated Financial Statements
- Nature of the Business and Basis of Presentation
Allegro MicroSystems, Inc., together with its consolidated subsidiaries (the “Company”), is a global leader in the design, development, and marketing of sensor integrated circuits (“ICs”) and application-specific power ICs, that enable the sensing, motion control, and power management functions of complex electromechanical or power conversion systems. The Company primarily serves automotive and industrial markets, where its solutions enable customers to sense, move, and manage power with efficiency, precision, and reliability. 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 2026 Annual Report. The March 27, 2026 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 2027 ended June 26, 2026, and the Company’s first quarter of fiscal year 2026 ended June 27, 2025.
- Summary of Significant Accounting Policies
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingencies at the date of the consolidated financial statements and the reported amounts of net sales and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, assumptions and judgments, including those related to the valuation of acquired intangible assets, impairment assessment and valuation of goodwill, intangible assets and tangible long-lived assets, the net realizable value of inventory, income taxes, stock-based compensation, and sales allowances. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements.
Reclassifications
Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications.
Concentrations of Credit Risk
As of both June 26, 2026 and March 27, 2026, no distributor or customer accounted for 10.0% or more of the Company’s outstanding trade accounts receivable, net.
For the three-month period ended June 26, 2026, one distributor accounted for 12.3% of total net sales. No distributor or customer accounted for 10% or more of total net sales for the three-month period ended June 27, 2025.
Segment Information
The Company operates asone reportable segment, which involves the design, development, production and distribution of various ICs 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 Consolidated 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 July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-05 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that can be elected to be applied to accounts receivable and contract assets, which would allow entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when estimating expected credit losses for such assets. The Company adopted ASU 2025-05 on a prospective basis effective March 28, 2026, and the adoption did not have a material impact on the Company’s consolidated financial statements. In connection with this adoption, the Company elected to apply the practical expedient permitted by the standard, which assumes that current conditions as of the balance sheet date do not change for the remaining life of its applicable financial assets.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“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 No. 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.
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.
- 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 26, 2026 and June 27, 2025. The categorization of net sales by market is determined using various characteristics of the product and the application into which the Company’s product will be incorporated. The categorization of net sales by geography is determined based on the location to which the products are shipped.
Net sales by market:
| Three-Month Period Ended | ||
|---|---|---|
| June 26,2026 | June 27,2025 | |
| Automotive | $165,349 | $144,264 |
| Industrial and Other | 93,894 | 59,141 |
| Total net sales | $259,243 | $203,405 |
Net sales by product:
| Three-Month Period Ended | ||
|---|---|---|
| June 26,2026 | June 27,2025 | |
| Magnetic sensors | $149,779 | $129,166 |
| Power integrated circuits | 109,464 | 74,239 |
| Total net sales | $259,243 | $203,405 |
Net sales by geography:
| Three-Month Period Ended | ||
|---|---|---|
| June 26,2026 | June 27,2025 | |
| Americas: | ||
| United States | $25,247 | $23,774 |
| Other Americas | 8,518 | 8,848 |
| EMEA: | ||
| Europe | 33,369 | 30,473 |
| Asia: | ||
| Greater China | 65,343 | 57,569 |
| Japan | 44,078 | 33,653 |
| Taiwan | 42,887 | 13,430 |
| South Korea | 21,143 | 19,603 |
| Other Asia | 18,658 | 16,055 |
| Total net sales | $259,243 | $203,405 |
The Company recognizes sales net of returns and sales allowances, which include credits issued, price protection adjustments and stock rotation rights. At June 26, 2026 and March 27, 2026, the obligation associated with returns and sales allowances was$60,756 and$48,616, respectively, and was netted against trade accounts receivable in the 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.
- Fair Value Measurements
The following tables present information about the Company’s financial assets and liabilities as of June 26, 2026 and
March 27, 2026, measured at fair value on a recurring basis:
| Fair Value Measurement at June 26, 2026: | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total Fair Value | |
| Assets: | ||||
| Cash equivalents: | ||||
| Money market fund deposits | $52,594 | $— | $— | $52,594 |
| Time deposits | — | 244 | — | 244 |
| Restricted cash: | ||||
| Money market fund deposits | 8,444 | — | — | 8,444 |
| Other long-term assets: | ||||
| Investment in debt security | — | — | 3,407 | 3,407 |
| Total assets | $61,038 | $244 | $3,407 | $64,689 |
| Fair Value Measurement at March 27, 2026: | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total Fair Value | |
| Assets: | ||||
| Cash equivalents: | ||||
| Money market fund deposits | $42,173 | $— | $— | $42,173 |
| Restricted cash: | ||||
| Money market fund deposits | 6,604 | — | — | 6,604 |
| Other long-term assets: | ||||
| Investment in debt security | — | — | 3,477 | 3,477 |
| Total assets | $48,777 | $— | $3,477 | $52,254 |
Financial assets 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, including their classification in the fair value hierarchy, is included in Note 15, “Retirement Plans” within the Company’s 2026 Annual Report. The changes in the Company’s defined benefit plan assets were not material for the three-month period ended June 26, 2026.
During the three-month periods ended June 26, 2026 and June 27, 2025, there were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3.
The fair value of the Company’s debt was$283,931 and$283,575 as of June 26, 2026 and March 27, 2026, 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.
The investment in debt security, which is classified as Level 3 within the fair value hierarchy, was$3,407 and$3,477 as of
June 26, 2026 and March 27, 2026, respectively. The investment in debt security is immaterial to the Company’s condensed consolidated financial statements and the Company has not presented the quantitative disclosure of significant unobservable inputs otherwise required.
- Trade Accounts Receivable, net
Trade accounts receivable, net, consisted of the following:
| June 26,2026 | March 27,2026 | |
|---|---|---|
| Trade accounts receivable | $159,417 | $141,864 |
| Less: | ||
| Returns and sales allowances | (60,756) | (48,616) |
| Total | $98,661 | $93,248 |
The Company didnot have a provision for expected credit losses for the periods presented.
- Inventories
Inventories include materials, labor and overhead and consisted of the following:
| June 26,2026 | March 27,2026 | |
|---|---|---|
| Raw materials and supplies | $13,883 | $10,323 |
| Work in process | 135,221 | 133,585 |
| Finished goods | 38,960 | 37,844 |
| Total | $188,064 | $181,752 |
The Company recorded inventory provisions totaling$1,555 and$2,886 for the three-month periods ended June 26, 2026 and
June 27, 2025, respectively.
- Property, Plant and Equipment, net
Property, plant and equipment, net, is stated at cost, and consisted of the following:
| June 26,2026 | March 27,2026 | |
|---|---|---|
| Land | $25,976 | $26,549 |
| Buildings, building improvements and leasehold improvements | 63,019 | 63,929 |
| Machinery and equipment | 716,428 | 710,678 |
| Office equipment | 7,184 | 7,243 |
| Right-of-use asset | 8,621 | 8,797 |
| Construction in progress | 52,893 | 51,910 |
| Total | 874,121 | 869,106 |
| Less accumulated depreciation | (569,785) | (560,848) |
| Total | $304,336 | $308,258 |
Total depreciation expense amounted to$10,003 and$9,175 for the three-month periods ended June 26, 2026 and
June 27, 2025, respectively. Total amortization expense for the right-of-use asset amounted to$353 and$343 for the three-month periods ended June 26, 2026 and June 27, 2025, 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.
- Goodwill and Intangible Assets
The table below summarizes the changes in the carrying amount of goodwill as follows:
| Total | |
|---|---|
| Balance at March 27, 2026 | $203,291 |
| Foreign currency translation | (234) |
| Balance at June 26, 2026 | $203,057 |
Intangible assets, net, were as follows:
| Description | Gross | AccumulatedAmortization | Net CarryingAmount |
|---|---|---|---|
| Patents | $53,813 | $(30,886) | $22,927 |
| Customer relationships | 15,123 | (5,261) | 9,862 |
| Completed technologies | 255,618 | (57,821) | 197,797 |
| Indefinite-lived process technology and trademarks | 2,269 | — | 2,269 |
| Trademarks and other | 91 | (91) | — |
| Total | $326,914 | $(94,059) | $232,855 |
| Description | Gross | AccumulatedAmortization | Net CarryingAmount |
|---|---|---|---|
| Patents | $53,126 | $(30,009) | $23,117 |
| Customer relationships | 15,187 | (5,125) | 10,062 |
| Completed technologies | 255,618 | (52,391) | 203,227 |
| Indefinite-lived process technology and trademarks | 2,269 | — | 2,269 |
| Trademarks and other | 93 | (93) | — |
| Total | $326,293 | $(87,618) | $238,675 |
Intangible assets amortization expense was$6,511 and$6,698 for the three-month periods ended June 26, 2026 and June 27, 2025, respectively.
- Debt and Other Borrowings
The Company’s debt obligations consisted of the following:
| June 26,2026 | March 27,2026 | |
|---|---|---|
| Term Loan Facility | $285,000 | $285,000 |
| Unamortized debt issuance costs | (3,891) | (4,116) |
| Total loans outstanding | 281,109 | 280,884 |
| Finance lease liabilities | 6,050 | 6,392 |
| Total debt | 287,159 | 287,276 |
| Current portion of long-term debt and finance lease liabilities | (1,499) | (1,530) |
| Total long-term debt and finance lease liabilities, less current portion | $285,660 | $285,746 |
Revolving Credit Facility under the 2023 Revolving Credit Agreement
On June 21, 2023, the Company entered into a 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”), Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and the other parties thereto that provided for a $224,000 revolving credit facility, which included a $20,000 letter of credit sub-facility. 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 “2024 Term Loans”), which were paid in full in connection with entry into the Third Amendment (as defined below). 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 26, 2026, 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 26, 2026.
Refinancing and Repricing of Term Loans
On February 6, 2025, the Company entered into Amendment No. 3 (the “Third Amendment”) to the 2023 Revolving Credit Agreement. 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 borrowings under the 2024 Term Loans, (ii) pay fees and expenses in connection with the foregoing and (iii) for general corporate purposes. The 2025 Refinanced Loans amortized at a rate of 0.00% per annum. The 2025 Refinanced Loans bore interest, at the Company’s option, at a rate equal to (i) Term SOFR (as defined in the 2023 Revolving Credit Agreement) in effect from time to time plus 2.00% 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 were scheduled to mature on October 31, 2030.
On January 21, 2026, the Company entered into Amendment No. 4 (the “Fourth Amendment”) to the 2023 Revolving Credit Agreement. 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. The 2026 Refinanced Loans amortize at a rate of 0.00% per annum. The 2026 Refinanced Loans bear interest, at the Company’s 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.
The Company was in compliance with its debt covenants as of June 26, 2026.
- 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 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 position.
- Net Income (Loss) per Share
The following table sets forth the basic and diluted net income (loss) attributable to Allegro MicroSystems, Inc. per share:
| Three-Month Period Ended | ||
|---|---|---|
| June 26,2026 | June 27,2025 | |
| Net income (loss) attributable to Allegro MicroSystems, Inc. | $15,871 | $(13,227) |
| Basic weighted average common shares | 185,806,543 | 184,587,027 |
| Dilutive effect of common stock equivalents | 1,963,518 | — |
| Diluted weighted average common shares | 187,770,061 | 184,587,027 |
| Basic net income (loss) per common share attributable to Allegro MicroSystems, Inc. stockholders | $0.09 | $(0.07) |
| Diluted net income (loss) per common share attributable to Allegro MicroSystems, Inc. stockholders | $0.08 | $(0.07) |
The computed net income (loss) per share for the three-month periods ended June 26, 2026 and June 27, 2025 does not assume conversion of securities that would have an antidilutive effect on net income (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 income (loss) per share, as such securities would have an antidilutive effect on net income (loss) per share if the Company had reported net income for those periods:
| Three-Month Period Ended | ||
|---|---|---|
| June 26,2026 | June 27,2025 | |
| RSUs | 9,533 | 1,709,351 |
| PSUs | — | 260,179 |
The following table represents issued and issuable weighted average share information underlying our outstanding RSUs and PSUs for the three-month periods ended June 26, 2026 and June 27, 2025.
| Three-Month Period Ended | ||
|---|---|---|
| June 26,2026 | June 27,2025 | |
| RSUs | 1,488,134 | — |
| PSUs | 441,176 | — |
| ESPP | 34,208 | — |
| Total | 1,963,518 | — |
- 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 26, 2026:
| Shares | Weighted-AverageGrant DateFair Value | |
|---|---|---|
| Outstanding at March 27, 2026 | 3,092,443 | $27.83 |
| Granted | 878,570 | 45.99 |
| Issued | (1,239,924) | 28.46 |
| Forfeited | (36,499) | 29.67 |
| Outstanding at June 26, 2026 | 2,694,590 | $33.43 |
As of June 26, 2026, total unrecognized compensation expense for RSUs issued was$81,367, which is expected to be recognized over a weighted-average period of 2.28 years. The total grant date fair value of RSUs vested was$35,294 for the three-month period ended June 26, 2026.
Performance Stock Units
The following table summarizes the Company’s PSU activity for the three-month period ended June 26, 2026:
| Shares | Weighted-AverageGrant DateFair Value | |
|---|---|---|
| Outstanding at March 27, 2026 | 1,335,649 | $27.90 |
| Granted | 280,895 | 45.97 |
| Cancelled | (5,849) | 29.88 |
| Issued | (137,131) | 29.51 |
| Forfeited | (2,431) | 29.95 |
| Outstanding at June 26, 2026 | 1,471,133 | $30.62 |
PSUs are included at 0% -200% of target goals. The total unrecognized compensation expense related to unvested PSUs was$23,455, which is expected to be recognized over a weighted-average period of 2.42 years. The total grant date fair value of PSUs vested was$4,047 for the three-month period ended June 26, 2026.
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 26,2026 | June 27,2025 | |
| Cost of goods sold | $985 | $888 |
| Research and development | 4,820 | 2,911 |
| Selling, general and administrative | 8,323 | 6,963 |
| Total pre-tax stock-based compensation expense | $14,128 | $10,762 |
- Income Taxes
The Company recorded the following income tax provision in its condensed consolidated statements of operations:
| Three-Month Period Ended | ||
|---|---|---|
| June 26,2026 | June 27,2025 | |
| Income tax provision | $1,506 | $3,169 |
| Effective tax rate | 8.6% | (31.7)% |
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 foreign-derived deduction-eligible income and the foreign derived intangible income deduction (collectively referred to as “FDDEI”), including the permanent impacts of capitalized domestic and foreign research expenses, and research credits, offset by non-deductible stock-based compensation and other charges.
In 2017, the Tax Cuts and Jobs Act (“TCJA”) introduced significant U.S. corporate tax reform to the U.S. Internal Revenue Code (the “Code”), including a requirement to capitalize domestic and foreign research and development expenditures incurred in fiscal years 2023 through 2025. The capitalized amounts were required to be amortized over five and 15 years, respectively. On
July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted into law, and in general, it extended and modified many of the TCJA provisions of the Code. Specifically, the OBBB provided options to taxpayers such as (i) restoring the ability to immediately expense domestic research and development expenditures (“R&D”), (ii) providing a one-time election to accelerate the deduction of previously capitalized domestic R&D over a two-tax year period (“Accelerated R&D Amortization Election”), (iii) reinstating Section 59(e) of the Code to allow domestic R&D to be capitalized and amortized over 10 years, and (iv) updating Section 280(c) of the Code, which reduces the benefit of the Section 41 R&D Credit. The OBBB changes, especially the Accelerated R&D Amortization Election, result in a current year reduction of the U.S. cash taxes, FDDEI deduction, and R&D credit benefits.
The change in the effective tax rates for the three-month periods primarily resulted from the significant increase in GAAP income before taxes, partially offset by an FDDEI deduction, stock-based compensation windfalls, and R&D credit benefits.
- Related Party Transactions
Transactions involving Sanken Electric Co., Ltd. (“Sanken”)
As of June 26, 2026, Sanken held approximately 32.1% of the Company’s outstanding shares of 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 26, 2026.
Sublease Agreement
On April 1, 2023, our subsidiary, Allegro MicroSystems Japan GK (“Allegro Japan”), entered into a sublease agreement with Sanken pursuant to which Allegro Japan subleases certain office building space in Japan from Sanken. The sublease automatically renews on an annual basis unless either party provides notice to the other party otherwise, and the agreement can be terminated by either party upon providing six months’ notice. The Company made aggregate payments to Sanken under the sublease agreement of$66 and$72 for the three-month periods ended June 26, 2026 and June 27, 2025, respectively.
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 equity interests 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 and continues to own 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.
The Company recorded net losses of$3,609 and$821 for the three-month periods ended June 26, 2026 and June 27, 2025, respectively, related to the Company’s partnership investment in PSL.
As of June 26, 2026, the Company has made advance payments for products of$30,000.
Other transactions involving PSL
The Company purchases in-process products from PSL. Purchases of various products from PSL totaled$26,408 and$8,270 for the three-month periods ended June 26, 2026 and June 27, 2025, respectively. Accounts payable to PSL included in amounts due to related party, net totaled$4,607 and$4,794 as of June 26, 2026 and March 27, 2026, respectively.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.