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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): February 6, 2025

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 1.01 Entry into a Material Definitive Agreement.

On February 6, 2025, Allegro MicroSystems, Inc. (the “Company”, “our” or “us”) entered into an Amendment No. 3 (the “Third Amendment”) to the Credit Agreement, dated as of June 21, 2023 (as amended by Amendment No. 1, dated as of October 31, 2023, Amendment No. 2, dated as of August 6, 2024 and as further amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”), by and among the Company, Allegro MicroSystems, LLC, the lending institutions from time to time party thereto Morgan Stanley Senior Funding, Inc. as the Administrative Agent and the Collateral Agent. Capitalized terms used herein, but not otherwise defined herein, are as defined in the Credit Agreement as amended by the Third Amendment.

The Third Amendment provides for a new $375 million tranche of term loans maturing in 2030 (the “Refinanced Loans”), the proceeds of which will be used, in relevant part, to (i) refinance all outstanding Existing Amendment No. 2 Term Loans, (ii) pay fees and expenses in connection with the foregoing and (iii) for general corporate purposes. The Refinanced Loans will amortize at a rate of 0.00% per annum. The Refinanced Loans will bear interest, at the Company’s option, at a rate equal to (i) Term SOFR (as defined in the Credit Agreement) in effect from time to time plus 2.00% or (ii) the highest of (x) the Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.50%, (y) the prime lending rate or (z) the one-month Term SOFR plus 1.00% in effect from time to time plus 1.00%. The Refinanced Loans will mature on October 31, 2030.

The foregoing description of the Third Amendment is qualified in its entirety by reference to the complete text of the Third Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. |  | Description
10.1 |  | Amendment No. 3 to the Credit Agreement by and among Allegro MicroSystems, Inc., Allegro MicroSystems, LLC, Morgan Stanley Senior Funding, Inc. and each lender from time to time party thereto, effective as of February 6, 2025.
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: February 6, 2025 |  | By: | /s/ Derek P. D'Antilio
|  |  | Derek P. D'Antilio
|  |  | Executive Vice President, Chief Financial Officer and Treasurer