Form 8-K
8-K — ALLEGRO MICROSYSTEMS, INC.
Accession: 0001193125-26-275011
Filed: 2026-06-18
Period: 2026-06-17
CIK: 0000866291
SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — algm-20260617.htm (Primary)
EX-99.1 (algm-ex99_1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 17, 2026
Allegro MicroSystems, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-39675
46-2405937
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
955 Perimeter Road
Manchester, New Hampshire
03103
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (603) 626-2300
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
ALGM
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2026, at the recommendation of the Nominating and Governance Committee (“NGC”) of the Board of Directors (the “Board”) of Allegro MicroSystems, Inc. (the “Company”) and in accordance with the Second Amended and Restated Stockholders Agreement, dated as of July 23, 2024, by and among the Company and Sanken Electric Co., Ltd. (the “Stockholders Agreement”), the Board took the following actions, each of which was effective on June 17, 2026: (i) expanded the size of the Board to 11 directors; (ii) elected Brian C. White to the Board as a Class III Director pursuant to Section 1(c) of the Stockholders Agreement, to serve until the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”) and until his successor is duly elected and qualified; and (iii) appointed Mr. White to serve as a member of the Board’s Audit Committee and as a member of the Board’s Compensation Committee. Additionally, in light of Richard R. Lury’s and Susan D. Lynch’s previously disclosed decisions not to stand for reelection at the 2026 Annual Meeting, the Board approved a decrease in the size of the Board from 11 to nine directors, effective immediately following the 2026 Annual Meeting.
The Board has determined that Mr. White qualifies as an independent director pursuant to the rules of The Nasdaq Stock Market. The Board has also determined that Mr. White meets the enhanced independence requirements for audit committee members under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules of The Nasdaq Stock Market, and that Mr. White qualifies as an “audit committee financial expert” as defined by the applicable Securities and Exchange Commission (“SEC”) regulations. The Board has further determined that Mr. White meets the enhanced independence requirements for compensation committee members under the rules of The Nasdaq Stock Market.
In connection with his election, the Company entered into an indemnification agreement with Mr. White providing for the indemnification of and advancement of expenses permitted by Delaware law for claims, suits or proceedings arising out of a director’s service to the Company.
Mr. White will receive the same fees for his service on the Board and its committees as the Company’s other non-employee directors, in accordance with the Company’s director compensation program. The Company’s current director compensation program was filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 30, 2026. Annual cash compensation and restricted stock awards will be pro-rated from the date of Mr. White’s election to the Board.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing the election of Mr. White to the Board is attached hereto as Exhibit 99.1.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
Exhibit 99.1
Press Release issued by Allegro MicroSystems, Inc. on June 18, 2026
Exhibit 104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ALLEGRO MICROSYSTEMS, INC.
Date: June 18, 2026
By:
/s/ Sharon S. Briansky
Sharon S. Briansky
Senior Vice President, General Counsel and Secretary
EX-99.1
EX-99.1
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EX-99.1
Exhibit 99.1
Allegro MicroSystems Appoints Brian White to its Board of Directors
Manchester, N.H., June 18, 2026 – Allegro MicroSystems, Inc. (Nasdaq: ALGM) today announced the appointment of Brian C. White to Allegro’s Board of Directors (“Board”) as an independent director. Mr. White’s appointment was effective on June 17, 2026.
Mr. White is an accomplished executive and board director with over 30 years of leadership experience in the semiconductor and high-technology industries. He brings extensive expertise in financial strategy, public-company governance, and corporate development, having served as Chief Financial Officer for several publicly traded semiconductor companies, including Ambarella, Inc., Maxim Integrated Products, Inc., and Integrated Device Technology, Inc.
“Brian’s public-company CFO perspective, semiconductor industry experience and governance background make him a strong addition to our Board,” said Joseph Martin, Chairman of the Board. “His experience in capital allocation, building long-term growth, and corporate governance will provide valuable perspective as Allegro progresses its innovation roadmap and advances its strategy to create additional shareholder value.”
“I am thrilled to be joining the Allegro Board. It is a company I have long admired for its leadership in the semiconductor industry and its commitment to innovation,” said Mr. White. “Allegro has a highly compelling vision for its future in AI data center, robotics and automotive. I am eager to bring my perspective on financial strategy, global operations, and operational performance to the boardroom to help Allegro achieve its strategic objectives.”
In addition to Allegro, Mr. White currently serves on the board of FormFactor, Inc., where he is the Chair of the Audit Committee. Mr. White holds an MBA in Finance and International Business from the University of Notre Dame and a Bachelor of Arts in Business Administration from Seattle University.
About Allegro MicroSystems
Allegro MicroSystems, Inc. is leveraging more than three decades of expertise in magnetic sensing and power ICs to propel electrification, automation, AI data center, and robotics forward with solutions that enhance efficiency, performance and sustainability. Allegro’s commitment to quality drives transformation across industries, reinforcing our status as a pioneer in “automotive-grade” technology and a partner in our customers’ success. For additional information, please visit https://www.allegromicro.com/en/.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this press release, including statements regarding our business strategy and company goals, plans to advance our sensing and power solutions globally, our ability to achieve our next level of growth, and our ability to drive long-term value for customers and shareholders, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “exploring,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “would,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seek,” or “continue” or the negative of these terms or other similar words and expressions, although not all forward-looking statements contain these words. No forward-looking statement is a guarantee of future results, performance or achievements, and one should avoid placing undue reliance on such statements. Forward-looking statements are based on our management’s current expectations, beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the
forward-looking statements due to various factors, including, but not limited to, those identified in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended March 27, 2026, as any such factors may be updated from time to time in our Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission (the “SEC”). These risks and uncertainties include, but are not limited to: downturns or volatility in general economic conditions; our ability to compete effectively, expand our market share and increase our net sales and profitability; our reliance on a limited number of third-party semiconductor wafer fabrication facilities and suppliers of other materials; any failure to adjust purchase commitments and inventory management based on changing market conditions or customer demand; the cyclical nature of the semiconductor industry, including the analog segment in which we compete; any downturn or disruption in the automotive market or industry; our ability to successfully integrate the acquisition of other companies or technologies and products into our business; our ability to maintain or improve our gross margins may be adversely affected by decreases in average selling prices of our products, increases in input costs or shifts in product, customer or channel mix; our ability to manage any sustained yield problems or other delays at our third-party wafer fabrication facilities or in the final assembly and test of our products; our ability to accurately predict our quarterly net sales and operating results and meet the expectations of investors; our dependence on manufacturing operations in the Philippines; our reliance on distributors to generate sales; events beyond our control, including conflicts in the Middle East, impacting us, our key suppliers or our manufacturing partners or other third-party suppliers of components, materials or subassemblies; our ability to develop new product features or new products in a timely and cost-effective manner; our dependence on growth in the end markets that use our products, and the impact that slowdowns in such growth, including as a result of volatility in demand for emerging technologies or changes in government incentives, could have on our financial results; the loss of one or more significant customers; our ability to identify, enter and expand in new markets, and to generate returns on such investments; uncertainties related to the design win process and our ability to recover design and development expenses and to generate timely or sufficient net sales or margins; changes in government trade policies, including the imposition of export restrictions and tariffs; our exposures to warranty claims, product liability claims and product recalls; our dependence on international customers and operations; risks, liabilities, costs and obligations related to governmental regulations and other legal obligations, including export/trade control, privacy, data protection, information security, cybersecurity, consumer protection, environmental and occupational health and safety, antitrust, anti-corruption and anti-bribery, product safety, environmental protection, employment matters and tax; the volatility of currency exchange rates; our ability to raise capital to support our growth strategy; our indebtedness may limit our flexibility to operate our business; our ability to retain key and highly skilled personnel; the impact on the market price of our common stock from future sales of our common stock by large stockholders, or the perception that such sales could occur; the impact of restructuring activities on our business and operating results; our ability to protect our proprietary technology and inventions through patents or trade secrets; our ability to commercialize our products without infringing third-party intellectual property rights; disruptions or breaches of our information technology systems or confidential information or those of our third-party service providers; the risks presented by the use of artificial intelligence, machine learning and automated decision-making technologies by us and others; any failure to maintain effective internal control over financial reporting; changes in tax rates or the adoption of new tax legislation; the negative impacts of sustained inflation on our business; and other events beyond our control. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.
You should read this press release with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. All forward-looking statements speak only as of the date of this press release, and except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
This press release may not be reproduced, forwarded to any person or published, in whole or in part.
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