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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 2928, ~~2024~~2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 001-39675

ALLEGRO MICROSYSTEMS, INC.

(Exact name of registrant as specified in its charter)


Delaware		46-2405937
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

955 Perimeter Road Manchester, New Hampshire		03103
(Address of principal executive offices)		(Zip Code)

(603) 626-2300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ALGM		The ~~Nasdaq~~NASDAQ ~~Global~~Stock ~~Select~~ Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☒☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of September 2927, ~~2023~~2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates was $2,~~567~~996,~~653~~240,~~518~~853 based on the closing sale price as reported on ~~the~~The NASDAQ ~~Global~~Stock ~~Select~~ Market LLC on such date.

As of May 2019, ~~2024~~2025, the registrant had ~~193~~184,~~748~~901,~~130~~228 shares of common stock, $0.01 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement for its ~~2024~~2025 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days of the end of the registrant’s fiscal year ended March 2928, ~~2024~~2025 are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein.

TABLE OF CONTENTS

		Page
	Forward Looking Statements	1
PART I.
Item 1.	Business	3
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	3235
Item 1C.	Cybersecurity	3236
Item 2.	Properties	3438
Item 3.	Legal Proceedings	3438
Item 4.	Mine Safety Disclosures	3538
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3539
Item 6.	Reserved	3640
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3741
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4854
Item 8.	Financial Statements and Supplementary Data	4854
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4954
Item 9A.	Controls and Procedures	4955
Item 9B.	Other Information	4955
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	5055
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	5156
Item 11.	Executive Compensation	5156
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5257
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5257
Item 14.	Principal Accountant Fees and Services	5257
PART IV.
Item 15.	Exhibit and Financial Statement Schedules	5358
Item 16.	Form 10-K Summary	5761
	Signatures	5862
	Index to Consolidated Financial Statements	F-1
	Reports of Independent Registered Public Accounting Firms	F-2
	Report of Independent Registered Public Accounting Firm	F-2
	Consolidated Balance Sheets	F-54
	Consolidated Statements of Operations	F-65
	Consolidated Statements of Comprehensive Income	F-7
	Consolidated Statements of Comprehensive (Loss) Income	F-6
	Consolidated Statements of Changes in Stockholders’ Equity	F-87
	Consolidated Statements of Cash Flows	F-98
	Notes to Consolidated Financial Statements	F-1110

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K (the “Annual Report”) 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 (the “Exchange Act”). All statements other than statements of historical facts contained in this Annual Report, including statements regarding our future results of operations and financial position, business strategy, prospective products and the plans and objectives of management for future operations, may be 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.

Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the liquidity, growth and profitability strategies and factors and trends affecting our business are 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 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 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 this Annual Report. 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;

•

shifts in our product mix, customer mix or channel mix, which could negatively impact our gross margin;

•

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 compensate for decreases in average selling prices of our products and increases in input costs;

•

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 impacting us, our key suppliers or our manufacturing partners;

•

our ability to develop new product features or new products in a timely and cost-effective manner;

•

our ~~ability~~dependence toon ~~manage~~growth in the end markets that use our products and the impact that slowdowns in such growth could have on our financial results;

•

any slowdown in the growth of our end markets;

the loss of one or more significant customers;

•

our ability to ~~meet~~identify, ~~customers’~~enter ~~quality~~and ~~requirements~~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;

•

the availability of rebates, tax credits and other financial incentives on end-user demands for certain products;

•

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 risk of unsolicited acquisition proposals;

•

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 ~~effectively manage our growth and to~~ retain key and highly skilled personnel;

•

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;

•

~~our~~any ~~principal~~failure ~~stockholder~~to ~~has~~maintain ~~substantial~~effective internal control over usfinancial reporting;

•

anti-takeover provisions in our organizational documents and under the General Corporation Law of the State of Delaware (the “DGCL”);

any failure to design, implement or 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;

•

the ~~physical, transition and litigation~~ risks presented by climate change; ~~and~~

•

the risks related to environmental, social and governance (“ESG”) matters; 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 Annual Report and the documents that we reference in this Annual Report completely and 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. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Annual Report, whether as a result of any new information, future events or otherwise.

Additionally, our discussion of various items herein or elsewhere, including our discussion of ~~environmental, social and governance (“~~ESG”) matters, may include information that is not necessarily “material” under the federal securities laws for SEC reporting purposes. For many ESG matters, this disclosure is informed by various ESG standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. Much of this information is subject to assumptions, estimates or third- party information that is still evolving and subject to change. For example, we note that methodologies regarding the calculation of greenhouse gas emissions and related ESG data are still evolving. Our disclosures on such matters may change as well, but we cannot guarantee that they will align with the expectations of any particular stakeholder. Similarly, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control.

Unless the context otherwise requires, references to “we,” “us,” “our,” the “Company” and “Allegro” refer to the operations of Allegro MicroSystems, Inc. and its consolidated subsidiaries.

PART I

Item 1. Business.

Our Mission

Our mission is to be athe global leader in semiconductor technology with magnetic sensing and power solutions ~~for~~that ~~motion~~drive ~~control and energy~~e-~~efficient systems in automotive and industrial applications~~Mobility, ~~moving~~clean ~~the~~energy ~~world to a safer~~ and ~~more sustainable future~~automation.

Company Overview

The Company is a leading global designer, developer, fabless manufacturer and marketer of sensor integrated circuits (“ICs”) and application-specific ~~analog~~ power ICs, enabling the most important emerging technologies in the automotive and industrial markets. WeWith ~~are~~the abroadest ~~leading~~portfolio ~~supplier~~ of magnetic sensor IC solutions ~~worldwide based on market share~~available, ~~driven~~underpinned by our ~~market~~strong ~~leadership~~position in the automotive market, we are the leading magnetic sensor supplier worldwide based on market share. Our products are foundational to automotive and industrial electronic systems. Our sensor ICs enable our customers to precisely measure motion, speed, position and current, while our power ICs include high-temperature and high-voltage capable motor drivers, power management ICs, light emitting diode (“LED”) driver ICs and isolated gate drivers. We believe that our technology expertise, combined with our deep applications knowledge and strong customer relationships, enable us to develop solutions that provide more value to customers than typical ICs. Compared to a typical IC, our solutions are more integrated, intelligent and sophisticated for complex applications and easier for customers to use.

Growth in the global semiconductor industry ~~has traditionally been driven by the consumer market. Looking ahead, industry growth~~ is expected to be driven by technology mega trends in the automotive and industrial markets. These mega trends have created requirements for new technologies in vehicles, both in the powertrain and in the cabin, to support vehicle electrification and advanced driver assistance systems (“ADAS”). These shifts also require technology to enable intelligence and automation in factories and energy efficiency in robotics, data center and clean energy applications. According to industry experts, these mega trends are expected to ~~dramatically~~ increase the demand for sensing and power solutions like those we develop. We believe our patented portfolio of sensor and power ICs provides the underlying technology required to win in the presence of larger competitors.

Our longstanding history of innovation in the semiconductor industry is built on our market leading magnetic sensor IC technology. Our “first of its kind” approach took the complexity of magnetic systems design and embedded it within our solutions, dramatically simplifying ~~the~~ customers’ design ~~effort~~efforts while increasing system reliability. This is a pattern we have repeated over consecutive generations of products, enabling us to establish a strong presence in the most rigorous and demanding automotive markets. Our portfolio now includes more than 1,~~000~~500 products, and we ship ~~over~~approximately 1.5 billion units annually to more than 10,000 customers worldwide. By developing sophisticated, analog mixed-signal IC solutions that incorporate our patented intellectual property, ~~proprietary~~ and robust proprietary process technologies with our unique packaging know-how, we believe we are well-positioned to compete across all of our target markets and leverage our existing strengths in order to expand into new markets. Our established position as an incumbent supplier for the automotive market and our long product life cycles attest to the strength of this competitive advantage.

Our value proposition is based on providing complete IC solutions for motion control and energy efficient systems. This includes sensing angular or linear position, driving an electric motor or actuator, and regulating the power applied to sensing and driving circuits so they operate safely and efficiently. These capabilities are based on fundamental technical advances we have made in the field of Hall-effect and magnetoresistive (“xMR”) sensors and Bipolar-CMOS-DMOS (“BCD”) power ICs. We continue to be instrumental in developing ~~Hall-effect~~magnetic ~~and xMR~~ transducers and power ~~double diffusion metal oxide semiconductor~~ devices on silicon, application-optimized packaging, high-temperature operation, high-speed precision signal paths for signal processing, safety and reliability all on 100-volt (“100V”) capable BCD wafer technology. ~~With~~We ~~our~~also ~~2023 acquisition of Crocus Technology International Corp. (“Crocus”), we now~~ offer ~~tunnel~~tunneling magnetoresistance (“TMR”) sensor solutions that provide the highest magnetic sensitivity, ~~lower~~lowest power consumption, and the smallest size by comparison to other magnetic technologies. In Hybrid Electric Vehicles (“HEV”), and Electric Vehicles (“EV”) ~~and~~with ADAS ~~applications~~, these innovations translate to increased driving range for EVs, smaller and more reliable power conversion systems, and improved safety and efficiency of ~~motor~~on-board chargers, DC-DC converters and ~~power~~battery management systems, as well as safer and more reliable steering and braking systems. Our ICs can be found in seat and battery cooling applications in addition to motors, fans and pumps in conventional and electric vehicles. In the industrial market, these technologies enable energy efficiency and improved performance in clean energy, server and data center, robotics and automation applications. These innovations improve reliability to avoid factory downtime, accurately measure current to support increased energy efficiency ~~for~~or ~~high-density~~improved ~~clean~~motor ~~energy~~control ~~applications~~ and reduce the solution footprint to lower total system cost.

We have maintained our sensor IC leadership and built our power IC business through successfully developing deep customer relationships over time. We commonly collaborate with customers early and over a multi-year period to design products capable of meeting demanding performance and quality requirements. Through this customer collaboration in product design, we believe we have unique insight into market trends and customer requirements for new, improved and innovative products. We believe that these insights enable us to develop differentiated solutions, often in advance of our competitors.

Our customer list includes virtually all of the world’s top automotive companies by market share and a large number of leading industrial companies. We are a preferred vendor to tier-one suppliers in the automotive industry that supply parts or systems directly to original equipment manufacturers (“OEMs”). We are also a preferred partner or vendor to many global OEMs. Our products can be found in vehicles built by nearly every automotive OEM worldwide and in many common industrial systems. We support customers through design, application and ~~application~~customer support centers located in North America, South America, Asia and Europe. Our local teams in these centers work closely with our customers on their unique design requirements, often acting as an extension of a customer’s development team.

Our strategy to extend our market leadership in high-growth markets, increase our IC design footprint and capacity, and accelerate growth through enhanced sales operations relies on a fabless and asset-lite manufacturing model. We use external wafer manufacturing consisting of both standard and proprietary processes, along with internal and external assembly and test capabilities to provide both flexibility and scale. Through our subcontractor manufacturers, we are able to employ our proprietary wafer fabrication processes while leveraging our subcontractors’ manufacturing technologies and high-volume capacity. Our use of both internal and external assembly ~~and~~as well as test capabilities is designed to balance the protection of our proprietary technology and processes while achieving automotive quality manufacturing at scale.

Our Market

Within the global semiconductor industry, we focus on the magnetic sensor and power management IC markets.

E-Mobility

We define e-Mobility as the electrification of vehicles, ~~HEVs~~including HEV and ~~EVs~~EV ~~powertrain~~powertrains, and the increasing adoption of ~~advanced~~ safety-~~related~~focused ~~driver~~ADAS. ~~assistance systems~~Recently, ~~known~~we are seeing increasing demand for our power products based on our 100V process technology as ~~ADAS~~a result of the transition to 48V electrical architectures in electric and hybrid electric vehicles.

We are a leading provider of sensing and power solutions for vehicle electrification, building on our decades of experience in conventional powertrain efficiency and performance leadership in technologies that reduce emissions. The ability to improve efficiency is critical as OEMs strive to comply with ~~increasingly~~emissions ~~stringent~~ regulations and heightened customer awareness of the environmental impact of high emissions and the desire for extended driving range per charge.

As HEVs and EVs become a meaningful share of the automotive market, OEMs face challenges and opportunities to change system architectures ~~in order~~ to reduce complexities while achieving optimal ~~system~~energy efficiency and vehicle range. This presents aseveral ~~number of~~ new ~~socket~~ opportunities for semiconductors, and we expect our content per vehicle will continue to increase, driven by research and development innovation to serve this high-growth market.

As an expert in delivering ICs supporting efficient power conversion in HEVs and EVs, we believe we are uniquely positioned to support increased electrification, providing the critical automotive-grade components required to enable energy-efficient and cost-effective vehicles. We believe this allows us to take advantage of the significant semiconductor content increases expected to result from the HEV and EV migration and strong growth of electrified powertrains over the coming years.

~~Our October 2023 acquisition of Crocus and its leading~~ TMR technology bolsters our current sensor and position sensor product portfolio and solidifies our leading magnetic sensing market position. TMR technology ~~provides~~enables the highest magnetic sensitivity, ~~lower~~lowest power consumption, and the smallest size by comparison to other magnetic technologies. We believe our TMR products, which we market under the name XtremeSense™, are an ideal fit for ~~high~~the ~~growth~~electric ~~industries such as automotive~~powertrain, ~~industrial~~steering and ~~consumer~~braking ~~goods~~systems in vehicles, which require higher accuracy, greater bandwidth and lower power consumption.

Our high voltage power portfolio provides us with additional content opportunities in both HEV and EV powertrains, high-efficiency data center power supplies, clean energy power conversion systems, and in motors throughout highly automated factories. This first-to-market technology, which integrates an isolated DC-DC converter and isolated gate ~~driver~~drivers (“IGD”) is more efficient than competitive solutions that require two chips. This not only allows customers to reduce the size of their printed circuit boards (“PCBs”), but also enables the entire system, like an on-board charger system, to shrink. We continue to innovate this technology, which will enable gallium nitride (“GaN”) and silicon carbide (“SiC”) solutions infor ~~the~~ electric ~~powertrain~~vehicle powertrains and high-efficiency industrial applications.

ADAS capabilities are considered some of the most desirable features in modern vehicles and continue to be adopted in vehicles worldwide. Industry experts expect ADAS feature adoption ~~will~~to continue to increase over time. ADAS is a precursor to fully autonomous vehicles. While many ADAS-equipped vehicles are being produced today, as ADAS features become more sophisticated and increasingly adopted, demand for our sensor and power ICs is expected to expand in steering and braking systems. Based on industry forecasts, we believe the transition to vehicles that incorporate ADAS Level 21 through 5 technologies ~~and~~will drive strong adoption of sensors and power management products to support these vehicles, which in turn will enable us to increase our total available market related to ADAS and related safety and chassis technologies.

Our devices play a key role in ADAS applications, reacting to system inputs to enable collision avoidance, lane keeping, automatic emergency braking or self-park features through automatic steering and braking. A steering system equipped with even a modest degree of automation utilizes products across our entire portfolio, including sensors, power management ICs and motor driver ICs, which we believe is indicative of the size of our potential market opportunity as ADAS applications become increasingly more sophisticated.

~~Adoption~~Our ofdevices ~~ADAS~~play ~~technologies continues to grow, and our solutions do not require waiting for widespread adoption of fully autonomous vehicles; we already ship~~ a ~~significant~~key ~~volume~~role ofin ~~devices every year that enable~~ ADAS ~~capabilities. Vehicles equipped with Level 1 ADAS feature sets (i.e.~~applications, ~~the~~reacting ~~capability~~ to ~~take~~system ~~control~~inputs ofto ~~one~~enable ~~functionality)~~collision ~~use~~avoidance, ~~Allegro~~lane ~~devices.~~keep Weassist, ~~have~~automatic ~~been~~emergency ~~helping~~braking ~~to increase the safety~~ and ~~drive~~self-park features inthrough ~~ADAS~~automatic ~~applications of~~ steering and braking ~~systems for years~~. WeA ~~believe~~steering ~~our~~system ~~track~~equipped ~~record~~with ofeven ~~supplying~~a ~~devices~~modest ~~for~~degree ~~safety~~of ~~applications~~automation ~~and~~utilizes ~~experience~~products ~~with~~across ~~supporting~~our ~~ADAS~~entire ~~features~~portfolio, inincluding ~~high-end vehicles~~sensors, ~~combined~~power ~~with~~management ~~increased~~ICs ~~penetration~~and ofmotor ~~ADAS~~driver asICs, itwhich ~~scales~~we ~~from~~believe ~~luxury~~is ~~vehicles~~indicative toof ~~mainstream~~the ~~and~~size ~~economy~~of ~~vehicles, positions us to expand~~ our ~~business~~potential tomarket ~~capitalize on this rapidly growing~~ opportunity. ~~Along with increased adoption, there will be increased content opportunities~~ as ADAS ~~technology~~applications ~~and~~become ~~system~~increasingly ~~architectures~~more ~~continue to advance~~sophisticated.

Adoption of ADAS technologies continues to grow, and our solutions do not require waiting for widespread adoption of fully autonomous vehicles. We already ship a significant volume of devices every year that enable ADAS capabilities in both EV and internal combustion engine (“ICE”) powertrains. Vehicles equipped with Level 1 ADAS feature sets (i.e., the capability to take control of one functionality) already use Allegro devices. For years, we have been at the forefront of enhancing safety features in ADAS applications, particularly steering and braking systems through continuous innovation and close collaboration with automakers. Our proven record of supplying devices for safety applications and experience with supporting ADAS features in high-end vehicles, combined with growing adoption of ADAS from luxury vehicles to mainstream and economy vehicles, positions us to capitalize on this rapidly expanding market opportunity.

Traditional Automotive Applications

~~The internal combustion engine (“~~ICE”) will continue to exist in some form for the foreseeable future, either in pure ICE vehicles or HEVs~~, the largest portion of the EV market for the next few years~~. OEMs continue to improve their fuel ~~mileage~~efficiency and look to Allegro to help create the most efficient ICE powertrains possible. We have decades of experience as a proven supplier in ICE powertrains to support ~~engine~~fuel efficiency.

~~Safety~~Our safety, comfort and convenience business, commonly referred to as body electronics, will continue to evolve with vehicle electrification, which we believe leads to more content opportunities. Systems that historically relied on engine temperature or mechanical energy are now electrifying, and new system technologies are being rolled out. ~~Products~~New ~~our~~systems ~~customers~~increase ~~have~~the ~~relied~~number onof ~~for~~fans, ~~lighting~~pumps and ~~infotainment~~motors ~~are~~in ~~becoming~~vehicles, thereby increasing our content opportunity. We also enable safer and more energy efficient lighting and infotainment systems as we develop more advanced products and innovate with our customers.

Clean Energy and Cloud Computing

Our automotive first philosophy resonates with our industrial customers who appreciate our rigorous quality standards, devices designed to withstand extreme environments and our long product lifecycle of 10 years or more. These customers are in our target markets of clean energy and cloud computing, defined as renewable energy generation, storage and distribution, EV charging infrastructure ~~and~~plus data ~~centers~~center cooling systems and power supplies.

Renewable energy, especially solar, and EV charging infrastructure are being driven by ~~government regulations to reduce emissions and~~ the increased electrification of a variety of products and processes. Weand ~~have~~government ~~the~~regulations ~~flexibility~~ to ~~meet~~reduce ~~the needs of a variety of solar and EV charging technologies and types~~emissions. Having the technology and products to support these markets from their infancy provides us with an advantage to help customers bring their products to market more quickly. This enables us to ~~learn~~work closely with our customers and solve challenges as they arise. ~~Additionally, our IGDs will have a strong presence in these power conversion markets, enabling GaN and SiC-based platforms.~~

We offer one of the largest portfolios of current sensors on the market today, including those with integrated components, requiring less board space. Our “lossless” current sensor ICs are used to improve efficiency in power conversion systems and power supplies. Our 100V BCD wafer process technology and galvanically isolated current sensors are suited for higher voltage operation, and we believe the demand for current sensor ICs will increase as more solar ~~and~~inverters, EV ~~applications~~chargers and data servers come to market. As the industry transitions to 48V power architectures in the data center market, our sensors and power ICs are being adopted to further improve energy efficiency enabled by this wafer process technology. In addition, we expect our GaN and SiC based IGD technology to ~~enable~~have usa tostrong presence in these power conversion systems with the use of a single, small-footprint package to significantly reduce system ~~design~~complexity ~~time~~while ~~and~~increasing ~~complexity~~efficiency.

Our motor drivers ~~are~~continue ~~heavily~~to ~~adopted~~be used in data center cooling applications, mainly for thermal efficiency, as these products reduce complexity and design time, while also reducing the energy consumption required to cool servers. With the advent of generative artificial intelligence, we anticipate continued growth for our motor drivers in systems for air and liquid cooling of server components.

Automation

With the growing adoption of factory automation, there is increasing demand for precise motion control and energy efficient technologies presenting additional meaningful growth opportunities for us. WeRobotics ~~believe~~is wean ~~can~~area of high market growth through increased adoption of warehouse robots, assembly robots, collaborative robots, cleaning robots and humanoid robots. Customers already leverage our technology leadership in solutions optimized for high-accuracy, high-voltage and high-reliability conditions allowing us to expand our presence in these markets. Many of these applications require the same safety and accuracy specifications that we have designed into our automotive -first devices. In particular, we believe we have the potential to leverage synergies between our power and sensor solutions, including motor drivers, voltage regulators, ~~display drivers,~~ and current, position and speed sensors, in under-penetrated opportunities within industrial automation.

Broad Industrial

The Broad Industrial market includes our personal mobility, or two-wheeler market, and a broad variety of other use cases from heavy equipment to telecom connectivity. Our two-wheeler business is seeing similar electrification trends as larger vehicles. Our solutions are proven in electrified powertrains and in the small form factors needed in these applications. These markets are looking for many of the same device specifications that our automotive customers use, from high voltage and high temperature performance to long life cycle, small form factors, integration and unique packaging. Our automotive quality standards result in solutions that provide robust, high performance over long lifecycles, garnering trust from our industrial customers.

5Consumer Markets

~~Consumer~~The &consumer ~~Computer~~markets ~~Markets~~include smart home applications, gaming, personal medical devices and consumer electronics. Our devices enable our customers in these markets to manufacture more robust and more energy-efficient products with extended battery life.

The consumer and computer markets include smart home applications, personal computers, consumer grade medical devices and consumer electronics. Our devices enable our customers in these markets to manufacture more energy efficient products with extended battery life.

Market Opportunity

Within our target markets, a key element of our growth strategy is to increase our revenue through portfolio and customer expansion. We are a market share leader in the magnetic sensor IC market, and we believe there is considerable opportunity to continue to grow this foundational business. ~~For~~Recently ~~example, over the last five years,~~ we introduced new position sensor ICs and quickly ramped up revenue in motion control applications, particularly in the ADAS market. These position sensors, especially angle sensors, are also used in robotic motion control systems, extending the synergy to industrial applications. Our industry’s highest bandwidth current sensors are a core component in many automotive and industrial applications alike for current monitoring and efficient power conversion. We believe similar share growth opportunities exist in other adjacent areas of the magnetic sensor IC market. We also plan to grow in the magnetic sensor market through the release of more products based on our ~~new~~XtremeSense TMR technology.

We are also leveraging our power IC products to increase our total content within automotive and industrial applications. ~~For~~Designing ~~example,~~power ~~over~~products ~~the~~specifically ~~last~~for ~~five~~ADAS ~~years,~~and wedata ~~introduced~~center ~~new~~is ~~power~~part ~~devices,~~of ~~including~~our ~~motor~~strategy ~~driver~~to ~~ICs,~~focus ~~and~~on ~~grew~~megatrends ~~revenue~~of inelectrification, ~~the~~safety, ~~automotive ADAS~~ and ~~data~~energy ~~center markets~~efficiency. We believe there is more opportunity for us to expand our offerings, as electrified vehicles will require more motors to run pumps and fans and as data center architecture continues to evolve to incorporate more fans, higher power fans, and advanced liquid cooling solutions.

Our latest opportunity to expand our market presence is with both our ~~new~~ IGDs and our XtremeSense TMR technology. ~~These~~IGD solutions ~~will~~ have applications in power conversion in EVs, such as on-board chargers and traction inverters, as well as in clean energy systems. Our XtremeSense TMR products have applications beyond our traditional markets, for example in continuous glucose monitoring within the personal medical market.

Increasing our Served Available Market (“SAM”)

Another focus of our growth strategy is to significantly expand our served available market by using our established position in high-value automotive and industrial applications to increase our content per system. We believe the automotive market is very attractive due to the rigorous quality and safety requirements that create meaningful challenges for new competitors and the significant technology shifts currently underway that are expected to ~~significantly~~meaningfully increase semiconductor content per vehicle.

Part of our served available market expansion is through acquisitions that open new sockets and new applications to us. ~~We anticipate that the Crocus acquisition will provide us access to an additional served available market of almost $1 billion in 2030.~~

With the growth of semiconductor content opportunities related to EV and ADAS penetration already accelerating, we have seen significant increases in our electronic system content per vehicle. For example:

•

Our opportunity for vehicles adopting ADAS features is expected to grow as the adoption moves from high-end vehicles to mid- and lower-range vehicles. An additional benefit from ADAS is the content opportunity increase per system as new architectures are adopted. We believe that moving from today’s systems to electromechanical braking and steer-by-wire will nearly double the devices required per system.

•

According to our internal estimates and third-party sources, we believe that we have a total opportunity of up to approximately $100 of potential content in each battery EV or plug-in EV. The content opportunity in EV and plug-in EV is 2.5 times the content in a typical ICE vehicle.

InThere is a ~~popular~~similar ~~mid-sized~~dynamic ~~2022~~in ~~model~~the ~~sedan~~industrial ~~shipped worldwide~~market, ~~our~~where ~~content~~clean ~~per~~energy ~~vehicle~~and ~~increased~~automation byare ~~over~~two ~~50%~~mega trends requiring more semiconductor content as ~~the~~they ~~vehicle~~gain ~~model~~mainstream ~~transitioned~~adoption. ~~from~~Our ~~ICE~~current tosensors, amotor ~~battery~~drivers EVposition sensors and IGDs’ performance and reliability make them uniquely capable of delivering on customer expectations for both energy efficiency and motion control.

~~There~~The isrobotics amarket ~~similar~~is ~~dynamic~~rapidly intransforming ~~the~~and ~~industrial~~presents ~~market,~~a ~~where~~new ~~clean~~potential ~~energy~~growth ~~and~~opportunity ~~automation~~for ~~are~~both ~~two~~our ~~mega~~sensor ~~trends~~and ~~requiring~~power ~~more~~ICs. ~~semiconductor~~Joints ~~content~~in asrobotic ~~they~~arms ~~gain~~could ~~mainstream~~include ~~adoption.~~several ~~Our~~of ~~current~~our ~~sensors~~leading products, most commonly motor drivers to actuate the joint, and ~~position~~ sensors’ ~~performance~~for position feedback and ~~reliability~~optimized ~~make~~motor ~~them~~control. ~~uniquely~~As ~~capable~~more ofadvanced ~~delivering~~robots onare ~~customer~~adopted ~~expectations~~at ~~for~~scale, ~~both~~the ~~energy~~SAM ~~efficiency~~expansion ~~and~~opportunity ~~motion~~for ~~control~~us could be significant.

Company Strategy

Our strategy is to provide ~~complete~~differentiated IC solutions for our customers, innovate with purpose to build on the leadership in our key markets and expand our presence to become athe global leader in semiconductor power and sensing solutions for motion control and energy efficient systems in automotive and industrial applications.

Invest in research and development that is market-aligned and focused on targeted portfolio expansion

We believe that our investments in research and development in the areas of product design, automotive-grade wafer fabrication technology and IC packaging development are critical to maintaining our competitive advantage. In both the automotive and industrial markets, ~~major~~disruptive ~~technology~~technologies ~~shifts~~are ~~driven~~driving bymajor ~~disruptive~~technological ~~technologies~~shifts ~~are~~and creating high-growth opportunities in areas such as e-Mobility, clean energy and automation. We believe the convergence of requirements for intelligence and energy efficiency within these emerging markets is directly aligned with our core competencies. Our knowledge of customers’ end systems has driven an expansion of our sensor IC and power solutions to enable these new technologies. By aligning our research and development investments with disruptive technology trends while undergoing a rigorous return on investment (“ROI”) review, we believe we can deliver an attractive combination of growth and profitability.

Emphasize our automotive “first” philosophy to align our product development with the most rigorous applications and safety standards

We are a leading supplier of magnetic sensor ICs for the automotive market because we have been intentional about incorporating support for the stringent automotive operating voltages, temperature ranges and safety and reliability standards into every part of our operations, from design to manufacturing. By designing our products from the ground up to operate at high temperatures and at high voltages, we have built a strong technical reputation among our automotive customers. We believe our focus on meeting or exceeding industry standards as the baseline for product development increases our opportunity in the automotive market as customers look for trusted suppliers to deliver highly reliable solutions for rapidly growing emerging markets. For example, growing adoption of HEVs and EVs has dramatically increased the variety and complexity of components needed to support modern powertrains. We believe our philosophy of designing for automotive safety and reliability gives us a meaningful lead over new entrants attempting to enter the automotive market. We also believe we can use our expertise in designing for the automotive market combined with our expanding product portfolio to capitalize on increasing demand from industrial customers for rugged solutions that meet the highest quality and reliability standards. Additionally, in our experience, demand for solutions that meet or exceed stringent safety and reliability specifications supports higher average selling prices (“ASPs”) and slower ASP declines over time than are typical for our industry.

Invest to lead in chosen markets and apply our intellectual property and technology to pursue adjacent growth markets

We intend to continue to invest in technology advancements and our intellectual property portfolio to maintain the leading market share position in magnetic sensor ICs and achieve leadership positions in power ICs within our target markets. We believe we can maximize our investments by leveraging our proven technology and existing research and development, sales and support efforts to take advantage of synergistic opportunities in new, adjacent growth markets. For example:

•

We target our patented sensor IC, and power-related intellectual property to address increasing electronics content in automotive applications based on the growing adoption of electric powertrains and advanced safety systems for semi-autonomous and autonomous vehicles.

•

We are investing in advanced current sensor IC, IGD and sensor-less motor control technologies to target industrial clean energy applications where we believe the trend towards increasing energy efficiency provides an opportunity to apply our rich history of innovation to rapidly accelerate our growth.

•

We are aligning our application domain knowledge, sensor design skills and power management and motor control algorithm expertise to capitalize on the trend towards increasing automation and electronics content inherent in the ~~industrial~~transformation ~~automation~~and ~~transformation~~adoption of robotics.

We believe our strategy of leveraging our key capabilities to target adjacent growth markets will enable us to achieve higher returns on our research and development investments.

Expand our sales channels and enhance our sales operations and customer relationships

We sell our products globally through our direct sales force, distributors and independent sales representatives. Our global sales infrastructure is optimized to support customers through a combination of key account managers and regional technical and support centers near customer locations. These centers enable us to act as an extension of our customers’ design teams, providing us with key insights into product requirements and accelerating the adoption and ramp up of our products in customer designs. We intend to continue strengthening our relationships with our existing customers while also enabling our channel partners to support demand creation and fulfillment for smaller broad-based industrial customers. We believe we will be able to further penetrate the industrial market and efficiently scale our business to accelerate growth by enabling our channel to become ana more significant extension of our demand generation and customer support efforts.

Continue to improve our gross margins through product innovation and cost optimization

We strive to improve our profitability by both rapidly introducing new products with value-added features and reducing our manufacturing costs through our fabless, asset-lite manufacturing model. Over the last several years, we have improved our gross margin from a 40% range historically to the mid 50% range. We expect to continue to improve our product mix by developing new products for growth markets where we believe we can generate higher ASPs and/or higher gross margins. We also intend to further our relationships with key foundry suppliers to apply our products and applications knowledge to develop differentiated and cost-efficient wafer processes and packages. We believe we can reduce our manufacturing costs by leveraging the advanced manufacturing capabilities of our strategic suppliers, implementing more cost-effective packaging technologies and leveraging both internal and external assembly and test capacity to reduce our capital requirements, lower our operating costs, enhance reliability of supply and support our continued growth. We intend to continue to choose the industry’s leading manufacturing partners to maintain the quality of our products for the automotive market, to ensure continuity of supply and to best protect our intellectual property.

Improve our gross margins through product innovation and cost optimization

We strive to improve our profitability by both rapidly introducing new products with value-added features and reducing our manufacturing costs through our fabless, asset-lite manufacturing model. We expect to continue to improve our product mix by developing new products for growth markets where we believe we can generate higher ASPs and/or higher gross margins. We also intend to further our relationships with key foundry suppliers to apply our products and applications knowledge to develop differentiated and cost-efficient wafer processes and packages. We believe we can continue to reduce our manufacturing costs by leveraging the advanced manufacturing capabilities of our strategic suppliers, implementing more cost-effective packaging technologies and leveraging both internal and external assembly and test capacity to reduce our capital requirements, lower our operating costs, enhance reliability of supply and support our continued growth. We intend to continue to choose the industry’s leading manufacturing partners to maintain the quality of our products for the automotive market, to ensure continuity of supply and to best protect our intellectual property.

Selectively pursue acquisitions and other strategic transactions

We evaluate and selectively pursue acquisitions and transactions as an integral part of our strategy to supplement organic growth. ~~Acquisitions~~We ~~should~~focus on acquisitions that we believe will accelerate our growth in strategic ~~e-Mobility~~focus ~~and industrial markets~~areas, ~~extend~~complement ~~or enhance~~ our ~~existing~~expertise ~~technology~~and ~~expertise,~~customer base and ~~leverage~~be accretive to our ~~existing~~target ~~sales~~financial ~~channels~~models. ~~Such~~Examples of such acquisitions include our acquisitions of Crocus ~~and~~Technology ~~Heyday~~International ~~Integrated~~Corp. ~~Circuits~~ (“~~Heyday~~Crocus”) and Heyday Integrated Circuits.

Maintain sustainability efforts

We intend to continue to innovate with purpose, aiming to help address critical global challenges related to energy efficiency and vehicle emissions, as well as clean and renewable energy with our sensing and power management product portfolio. In addition, we strive to operate our business in a socially responsible and environmentally sustainable manner, and with the goals of reducing costs and maintaining a dedication to social responsibility in our supply chain and disclosing the environmental impact of our business operations.

We identified five goals that help to inform our ESG strategy: (1) maximize the positive impact of our products, (2) build a diverse and innovative workforce, (3) minimize our impact on the planet, (4) engage our supply chain to advance sustainability, and (5) cultivate opportunities in local communities.

Company Products and Solutions

Our product portfolio includes over 1,~~000~~500 products across a range of high-performance analog mixed-signal semiconductors.

We apply our deep technology know-how to deliver magnetic sensing IC and power IC solutions to:

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Sense speed, position, and current to enable electric powertrains, improve ICE vehicle fuel efficiency and meet customer demands for lower CO2 emissions, enable safer cars through ADAS safety features, and enhance factory automation and clean energy systems;

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Regulate systems to improve safety and power efficiency and ultimately reduce solution size; and

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Drive motors through our advanced, proprietary algorithms that provide industry -leading reliability and energy efficiency, with minimal audible noise and vibration.

Magnetic Sensor ICs

We offer what we believe to be the industry’s leading portfolio of integrated magnetic sensor ICs. Our solutions are based on our monolithic Hall-effect, GMR and TMR ~~technology~~technologies that ~~allows~~allow customers to develop contactless sensor solutions that reduce mechanical wear and provide greater measurement accuracy and system control. Our portfolio of magnetic sensor ICs includes the following:

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Current Sensor ICs: Current sensor ICs provide output signals proportional to the overall strength of a magnetic field created by a current carrying conductor. We have developed a broad portfolio of current sensors to meet multiple voltage and application needs for our customers. Current sensor ICs are used to improve energy efficiency in a broad range of applications, including on-board chargers, DC-DC converters, inverters, industrial motors, solar inverters, robotics, data center power supplies and EV charging infrastructure.

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Position Sensor ICs: Position sensor ICs provide an analog or digital voltage output that measures the intensity of a magnetic field, thereby establishing a precise position. In automotive applications, our position sensor ICs are used to improve safety applications such as ADAS power steering and braking systems, certain ~~HEV~~EV powertrain systems such as the shaft position of a ~~starter~~traction ~~generator~~motor and ICE powertrain systems such as clutch and ~~fork~~pedal position in advanced transmissions. Our TMR angle sensor ICs offer high resolution position feedback and the safety diagnostics required for adoption in advanced ADAS motor position applications.

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Speed Sensor ICs: Speed sensor ICs detect and process the magnetic fields created by a rotating gear tooth or ring magnet with the output being a digital reading proportional to speed and direction. These sensor ICs are used in camshaft/crankshaft and transmission systems and employ proprietary algorithms for high accuracy, leading to reduced CO2 emissions and improved fuel economy of combustion engines. Additionally, xMR wheel speed sensors play an important role in increasing the safety of ADAS braking systems.

Power ICs

Our power IC portfolio comprises of high-temperature and high-voltage capable motor driver ICs, regulator power management ICs, LED driver ICs and high-voltage IGDs, which allow our customers to design safer, smaller and more power-efficient systems. We employ embedded algorithms that simplify system-level design, reduce audible noise, and increase start-up reliability in brushless DC (“BLDC”) motors and fans. Our portfolio of power ICs includes the following:

Motor Driver ICs: Motor driver ICs contain the power drivers and the sequencing logic to drive the coils of a variety of motors. Our motor driver ICs utilize embedded algorithms to improve energy efficiency and motion control in HEV and EV systems, automotive fans and pumps, data center cooling fans, automation and home appliances.

Regulator and LED Driver ICs: As the industry transitions to more highly integrated products, our portfolio of regulator ICs, and power management ICs (“PMICs”) is used extensively in under-hood automotive ADAS and powertrain systems. Our LED driver ICs and modules are used in smart lighting systems to improve system safety, efficiency and size.

Power ICs

Our power IC portfolio includes high-temperature and high-voltage capable motor driver ICs, DC-DC voltage regulators, safety power management ICs, LED driver ICs and high-voltage IGDs. These power ICs allow our customers to design safer, smaller and more power-efficient systems. We employ embedded algorithms that simplify system-level design, reduce audible noise, and increase start-up reliability in brushless DC (“BLDC”) motors and fans. Our portfolio of power ICs includes the following:

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Regulators, power management ICs and LED Driver ICs: As the industry transitions to more highly integrated products, our portfolio of regulator ICs, and power management ICs (“PMICs”) is used extensively in advanced ADAS and powertrain systems. Our LED driver ICs and modules are used in smart lighting systems to improve system safety, efficiency and size.

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Isolated Gate Drivers: These devices combine isolated DC-DC and IGDs into a single package. They are designed to complement GaN and SiC switches in high-efficiency power conversion systems. Our IGDs enable an application that is smaller and more efficient than competing solutions, helping to shrink PCBs and reduce total system size in clean energy, data centers, and electrified powertrains.

Examples of our IC products and their applications in end markets are set forth in the following table.

Automotive Market IC Solutions Industrial ~~Market~~and ~~IC Solutions~~ Other Market IC Solutions PRODUCTS ▪ Current sensors ▪ Current sensors ▪ ~~Current sensors ▪~~ Position sensors ▪ Position sensors ▪ ~~Position sensors ▪~~ Speed sensors ▪ Speed sensors ▪ ~~Motor drivers ▪~~ LED drivers ▪ LED drivers ▪ ~~Regulators ▪~~ Motor drivers ▪ Motor drivers ▪ Regulators and PMICs ▪ Regulators ▪ ~~Isolated~~IGDs ~~gate drivers~~ ▪ ~~Isolated~~IGDs ~~gate drivers~~ APPLICATIONS ▪ Electric motor powertrain and charging systems for EV ▪ EV charging infrastructure ▪ Smart home/~~IoT~~Internet of things ▪ ADAS, active safety, including steering and braking systems ▪ Solar power generation, storage, and distribution ▪ PC printers and peripherals ▪ Engine management and transmission systems ▪ Factory automation ~~equipment~~and Industrial motors ▪ Personal electronics ▪ Comfort and convenience including in-cabin motors, HVAC, infotainment, and LED lighting ▪ ~~Industrial~~Personal ~~motors~~mobility ▪ Energy Star household appliances, including white goods ▪ Passive safety including, seatbelt switches, wipers, door/window sensors, seat position, and suspension ▪ Data center and network infrastructure ▪ Consumer grade medical devices ~~▪ Personal mobility~~

Environmental, Social and Governance Initiatives

Our commitment to sustainability is intrinsic to our core value of “Innovation with Purpose” and is directly aligned to our corporate strategy and growth plans. As we expand the reach and influence of our products, we have an important opportunity to make a positive impact on our teams, communities, and the planet. Our world-class innovators are not only helping to solve customer challenges, like reducing emissions, make applications more energy efficient, and harness renewable energy, they are also looking inward, imagining ways we can enhance our impact on the communities where we live and work. ESG is an integral part of our future as it aligns with our stakeholders’ evolving expectations and supports our customers to achieve their own ESG goals. We are able to advance our ESG journey through the work of our five strategic ESG initiatives, which are:

Maximizing the positive impact of our products;

Minimizing our impact on the planet;

Engaging our supply chain to advance sustainability;

Building a diverse and innovative workforce; and

Cultivating opportunities in local communities.

At the core of this strategy is to maximize the positive impact of our products. We believe our ICs help address global challenges related to CO2 emissions, energy efficiency and clean, renewable energy in a variety of applications, for example:

Reduced vehicle emissions and improved fuel economy for ICE vehicles. Our magnetic speed and position sensor ICs, motor driver ICs, and PMICs are used in advanced, high-efficiency transmission, steering and braking systems in vehicles. For example, our magnetic speed sensor ICs are used to provide precise transmission gear speed and position information, improving engine performance, reducing CO2 emissions, and improving fuel economy. We are also a leading provider of specialized crankshaft speed sensor ICs needed to operate the stop/start engine systems designed to reduce emissions through improved efficiency. Allegro ICs sense the steering angle and torque, measure wheel speed, regulate power to the sensors and control electronics, and drive the actuators needed to operate the steering motors and braking calipers in advanced electronic braking and steering systems which help to improve fuel efficiency in vehicles.

Energy efficiency in HEVs and EVs. Our fast response magnetic current sensor ICs are used to accurately measure electric current and protect electronics used in EV powertrains, while improving the energy efficiency of the EV. In many EVs, up to 40 current sensor ICs are used across the vehicle in traction motor inverters, DC-DC converters, battery management systems

~~and on-board-charging systems. In addition~~Environmental, ~~our~~Social ~~highly integrated power IC products help reduce electronic system size, material cost~~ and ~~overall~~Governance weight thereby improving energy efficiency in HEVs and EVs. Our 100-volt capable wafer technology is ideal for use in powering electronics directly from the internal 48-volt battery further reducing inefficiencies associated with multiple stages of voltage conversion and regulation.Initiatives

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•

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•

Energy efficiency in HEVs and EVs. Our fast response magnetic current sensor ICs play a vital role in enhancing the energy efficiency and sustainability of hybrid and battery electric vehicles. By precisely measuring current, these ICs contribute to optimized performance and protection of powertrain electronics while also extending driving range. In many EVs, up to 40 current sensor ICs are used across the vehicle in traction motor inverters, DC-DC converters, battery management systems and on-board-charging systems. Unlike traditional resistive current sensing methods that inherently dissipate heat and a loss in efficiency, magnetic sensors offer virtually lossless current measurement, directly contributing to energy savings and extended driving range. In addition to sensors, our highly integrated power IC products play a key role in the environmental impact of HEVs and EVs. These ICs enable significant reduction in size and weight of electronic systems leading to further improvement in energy efficiency. This miniaturization also results in the reduction of raw materials used, such as PCBs, plastics and metals, further lessening the overall environmental impact of vehicle production. Our >100V capable proprietary wafer process technology is ideal for use in designing real 48V electronic systems powered directly from the internal 48V battery, further reducing inefficiencies associated with multiple stages of voltage conversion and regulation.

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Renewable and smart energy applications. Our magnetic current sensor ICs incorporating embedded high-voltage isolation are used extensively in power conversion and inverter applications instrumental to advancing solar and wind energy generation. In addition, our IGDs further enhance renewable energy systems by simplifying design, reducing size and improving overall efficiency. Additionally, our angle sensor ICs and motor driver ICs play a key role in the mechatronic systems used to optimize the alignment of solar panels to maximize energy harvesting from the sun throughout the day. Our products also provide a non-intrusive, reliable, high-precision and low-cost way to measure power in power monitoring applications, enabling intelligent energy management and grid stabilization.

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Energy efficiency in next generation data center infrastructure. Our power IC products, such as advanced motor driver ICs, are used extensively in data center cooling systems. These drivers, optimized to maximize air or liquid flow in data server cooling systems while reducing energy consumption, are widely deployed in data centers around the world. Additionally, our magnetic current sensor ICs and IGDs help improve energy efficiency and reduce energy losses in power supply units in data center and telecom equipment. As the industry transitions to 48V power architectures in data center and telecom markets, our sensors and power ICs are being adopted to further improve energy efficiency in the ever-growing data-center market.

In response to customers' demands and as part of the Company’s aim to reduce the environmental impact of our products throughout the lifecycle, we are investing in innovation as well as measuring and tracking emissions, waste, and water usage across our facilities. The Company has implemented several energy, water, and waste reduction projects at our facilities. We also strive to adhere to international standards and regulations regarding manufacturing processes, business procedures, and product composition. Our Scope 1 and Scope 2 emissions, energy use, waste data, water consumption, and other key ESG metrics are publicly disclosed in our annual ESG Report and CDP (Carbon Disclosure Project) questionnaires on climate change and water security, available at www.allegromicro.com/en/about-allegro/corporate-responsbility. Please note that the content on our website and in our ESG Report are not part of, nor are they incorporated by reference into this Annual Report.

The Company is a member of the Responsible Business Alliance (“RBA”), the world’s largest industry coalition dedicated to corporate social responsibility in global supply chains. The Company’s subcontractors and direct materials suppliers must complete and sign the Company’s Supplier Code of Conduct, addressing labor and human rights, worker health and safety and environmental standards in alignment with RBA. In the Company’s Supplier Code of Conduct, subcontractors and direct materials suppliers attest to having ISO 14001 and ISO 450001 certifications (or comparable) or have a plan to become certified.

To support our commitment to ESG, we have established a cross-functional team led by our legal department to manage our ESG program (the “ESG Steering Committee”). Our ESG Steering Committee consists of key team members from various departments throughout the Company who are responsible for providing oversight of ESG risks and opportunities, guiding the Company through our multi-year ESG goal setting and roadmap implementation, and working to promote our suppliers’ compliance with the Company’s global sustainability efforts. Additionally, on a quarterly basis, our ESG team updates senior management and the Nominating and ~~Corporate~~ Governance Committee of ~~the~~our Board ~~of Directors~~ on ESG target setting and progress, risks and opportunities, regulatory preparedness, ratings, customer requirements, and other key ESG focus areas. An ESG update is also provided annually to our full Board ~~of Directors~~.

Sales, Marketing and Customer Support

We sell our products worldwide through multiple sales channels, including through our direct sales force and through distributors and independent sales representatives, who resell our products to numerous end customers. We have a geographically diverse mix of sales. Our net sales made to distributors were approximately 5250.97%, 3952.39% and 3639.83% of our net sales in fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively,. ~~excluding~~We fully transitioned from our distribution relationship with our largest stockholder, Sanken Electric Co., Ltd. (“Sanken”), ~~in Japan. We have fully transitioned from Sanken~~ to third-party distributors and direct to end customers in fiscal year 2024, and Sanken represented approximately 16.5% ~~and 19.4%~~ of our net sales in fiscal ~~years~~year 2023 ~~and 2022, respectively~~. Sales to our largest, non-affiliated distributor accounted for 109.23%, 10.82%, and 1110.08% of our net sales in fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Our direct sales force and applications engineers provide our customers with specialized technical support. We believe that maintaining a close relationship with our customers and serving their specific technical needs improves their level of satisfaction and enables us to anticipate and influence their future product needs. We provide ongoing technical training to our distributor and sales representatives to keep them informed of our existing and new products.

We maintain an internal marketing organization that is responsible for increasing our brand awareness and promoting our products to prospective customers. This includes the creative management of our website, market research and analytics, and development of demand generation strategies and materials, such as product announcements, press releases, brochures, training and videos, as well as securing thought leadership through published technical and trend articles and advertisements, and active engagement in key industry events.

Customers

We sell our products to major global OEMs and their key suppliers, primarily in the automotive and industrial markets. We sold to more than 10,000 end customers, directly and through distributors, during each of fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023. Approximately half of our net sales during each of fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 were derived from sales to our top 20 customers, which includes distributors. We believe that no end customer, including those served through our distributors, exceeded 10% of our net sales during fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

Research and Development Strategy

We are a technology company, and we believe our future success depends on our ability to rapidly develop and introduce differentiated new products in our target markets. As a result, we are committed to investing in our process and product development capabilities while focusing our engineering efforts on designing and introducing new application-specific products, developing new semiconductor process and packaging technologies, enhancing design productivity and evaluating new technologies. Our research and development investments are subject to a rigorous ROI review to ensure alignment with our growth and profitability targets. We believe that by effectively applying these resources, we have developed proprietary innovations and intellectual property that will give us an early lead in our target markets and will enable accelerated growth over time.

Over the last 10 years, we believe we have been instrumental in achieving fundamental developments that have enabled a number of key technology transitions in the automotive and industrial markets. We believe we are one of very few suppliers in the semiconductor industry to integrate proprietary motor control algorithms into our motion control devices to achieve optimized BLDC motor performance. We remain one of the few suppliers who has developed multiple packaging technologies capable of operating at temperatures of up to 175 degrees Celsius and including passive components and high current conductors required to make high -efficiency, high voltage current sensor products. We were also one of the first in our industry to develop automotive grade xMR technology on silicon wafers, which enabled breakthrough advances in product performance. This advanced technology is a key enabler across all of our strategic focus areas in the automotive and industrial markets as more of the e-Mobility and clean energy markets transition to xMR.

We augment our internally generated intellectual property through a mix of licensed intellectual property, partnering with industry experts, and through acquisitions. For example, the two businesses we acquired in the past ~~two~~three years, provide leading technology, including TMR and IGD, which will expand our serviced available market, most notably in EV and clean energy.

Our global team of highly skilled engineers has extensive semiconductor development experience, including expertise in analog design, test and process technology. As of March 2928, ~~2024~~2025, we had approximately ~~742~~750 employees dedicated to research and development, with centers in the United States, Europe, South America, and Asia. The efforts of our engineering team and our strategic acquisitions have resulted in our intellectual property portfolio nearly doubling over the last three years, further strengthening our position in our target markets.

We have also made significant investments in our core engineering capabilities, including improvements in tools to support greater engineering efficiency, as well as electrical component ~~modeling~~, magnetic performance ~~modeling~~ and thermal distribution modeling. We believe these improved tools enable us to more accurately evaluate and predict the performance of our designs, resulting in ~~improved~~accelerated time-to-market for our products and satisfaction of our customers.

Our focus on meeting or exceeding the stringent automotive market safety and reliability requirements is fundamental to our research and development process. We anticipate that we will continue to make research and development investments in order to enhance our leadership position and expand our markets with innovative, high-quality products and services (as exemplified through our acquisition of ~~our~~IGD ~~high voltage~~ power group and ~~our acquisition of Crocus and its~~ TMR technology). In addition, our ~~board~~Board ~~of directors~~ has a standing Strategy Committee, whose purpose is to provide leadership and guidance to management on ~~various~~defining ~~technological choices~~ and ~~assist in~~ implementing ~~our~~the strategic direction of the Company.

Process and Packaging Technology

Our product and technology development engineers have long-established expertise in designing mixed signal power and magnetic sensor ICs using proprietary semiconductor process technologies and intelligent packaging. We consider these capabilities to be strategically important because they allow us to create complete system products and highly integrated solutions that meet the quality and robustness requirements of our most stringent automotive customers and applications. These have the benefit of advancing the feature, function and cost of ownership of our devices relative to those of our competitors. For example, we released a unique 100V- and 175-degree Celsius capable BCD wafer technology designed to handle automotive voltage and temperature transients while also integrating high-density logic circuits and electrically erasable programmable read-only memory to enable configurable and embedded algorithms, and various Hall-effect and xMR transducer technology on the same silicon wafer. These technologies are fundamental to the transition from 12V to 48V power supply required in the rapidly emerging HEV and EV markets, and to the next generation of ADAS systems. We are in the process of applying these capabilities to the industrialization of our IGD portfolio.

algorithms, and various Hall-effect and xMR transducer technology on the same silicon wafer. These technologies are fundamental to the transition from 12-volt to 48-volt power supply required in the rapidly emerging HEV and EV markets, and to the next generation of ADAS systems. We are in the process of applying these capabilities to the industrialization of our IGD portfolio.

In choosing the process technology to be used to manufacture a new product, we seek to optimize the match between the process technology and the desired performance parameters of the product for our customers. Our current strategic semiconductor process innovations include the following:

Automotive Quality and Safety

We have developed, characterized and qualified our wafer and package technologies to meet or exceed the rigorous automotive requirements that our customers demand. Robust development processes and guidelines have resulted in devices capable of exceeding the requirements of AEC Q100 Automotive Grade 0 of 150 degrees Celsius, and our field failure rates are consistent with or better than customer requirements.

Integrated Transducers

One of our fundamental innovations is the integration of magnetic transducers and complementary metal oxide semiconductor circuitry into one piece of silicon to create a complete, fully integrated system. Hall-effect elements are implanted in silicon, providing robust and low noise solutions that are optimized for stress and temperature effects. Thin film, high-resolution xMR transducers are deposited directly on top of the complimentary metal-oxide semiconductor (“CMOS”) circuitry creating a more reliable solution than multi-chip solutions by reducing interconnects and solution area. To achieve the highest level of Automotive Safety Integrity Level (“ASIL”), we are able to integrate xMR and Hall-effect transducers onto the same silicon to produce heterogeneous solutions capable of performing reliably in the most demanding automotive environments.

High-Voltage Technology

Our intellectual property, developed over years of experience in automotive applications includes advanced mixed-signal integration of high-voltage solutions with our high-precision analog designs. For example, our innovative wafer technology enables ~~high-voltage~~100V capable power transistors to be combined with embedded digital logic and precision analog circuits on a monolithic motor control IC suitable for emerging 48V automotive applications. This enables a number of application-specific advancements, including taking the complex algorithm development in motor drivers into the IC, vastly reducing our customers’ design complexity and creating the most efficient and quietest solutions in the market. Similar benefits exist for our sensor products through monolithic integration of transducers with precision analog circuits and intelligent signal processing on a high-voltage IC that can be powered from a ~~12-volt~~ vehicle battery.

Advanced, Small Form Factor Integrated Packages

We continue to combine circuit design and process innovation with novel packaging solutions that improve performance and reliability while reducing solution footprint and our customers’ cost of ownership. Two decades of sensor package innovation have led to the development of a family of integrated systems in a package for magnetic current, position and speed sensor ICs ~~as well as power systems~~. By integrating a combination of a magnet, magnetic core, passive components, and our silicon integrated circuit in a single body, we are able to offer inventive magnetic sensors that reduce our customers’ needs to design complex magnetic models or complex interface circuits, solve electrical interference issues with external PCBs, and enable smaller and more cost-effective customer systems. The current sensors integrate specially designed lead frames to allow a high-precision, factory-programmed single package solution that provides a unique high-efficiency and high-voltage isolation product and can sense current for products plugged directly into a household electrical outlet or connected to an 800-volt automotive battery. Years of design and manufacturing refinement have led to the latest generation of power products that integrate passive components and power ~~delivery~~conversion capabilities into small packages to reduce PCB footprint, ~~and~~ reduce electromagnetic noise, and improve efficiency in high-power systems. Our IGDs also incorporate a DC-DC converter, a small planar transformer, and a gate driver into a small form factor package. Through innovative package integration, these IGDs minimize parasitic capacitance and significantly improve system level efficiency in electrified vehicles, clean energy, and factory automation systems. We also believe we are one of only a few companies in our industry that have developed a broad portfolio of packages that are suitable for operation in automotive environments and 175-degree Celsius temperatures.

Intellectual Property

We consider the strength of our intellectual property portfolio to be a significant competitive advantage. Our intellectual property includes patented inventions, trade secrets, accumulated technical know-how and trademarks. As of March 2928, ~~2024~~2025, we owned 1,~~910~~942 active patents, including ~~934~~966 ~~active~~ U.S. patents (with expiration dates between ~~2024~~2025 and ~~2042~~2043), with an additional ~~471~~487 pending patent applications, including ~~214~~252 U.S. patent applications.

We market our products worldwide under the “Allegro” name. We either hold or have applied for trademarks in all jurisdictions where we do significant business.

Competition

The semiconductor industry, particularly the market for high-performance analog mixed-signal semiconductors, is highly competitive. Although no one company competes with us across all of our product lines, we face significant competition within each of our business areas from both domestic and international semiconductor companies. Our primary magnetic sensor and power IC competitors are other semiconductor designers and manufacturers, such as Analog Devices, Infineon, Melexis, Monolithic Power Systems, TDK Micronas, and Texas Instruments.

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competitors are other semiconductor designers and manufacturers, such as Analog Devices, Infineon, Melexis, Monolithic Power Systems, TDK Micronas, and Texas Instruments.

Our ability to compete successfully against these companies depends on elements both within and outside of our control. Some of our competitors have substantially greater financial, technical, marketing and management resources than we have. These competitive advantages may enable them to respond more quickly to new or emerging technologies or changes in customer requirements, or better position them to withstand adverse economic or market conditions.

We believe we can successfully compete against these organizations in our target markets by leveraging our design and market expertise and leadership position, proprietary manufacturing processes, custom packaging capabilities and close customer relationships. In addition, we compete in our target markets to varying degrees on the basis of a number of competitive factors, including:

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time to market;

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system and application expertise;

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product quality and reliability;

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quality systems and support;

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product features and performance;

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proprietary technology;

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production capacity; and

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solution price.

We believe we currently compete favorably with respect to these factors. However, we cannot assure you that our products will continue to compete favorably or that we will be successful in the face of increasing competition from new products and enhancements introduced by existing competitors or new competitors entering our markets. See “Risk Factors—Risks Related to our Business and Industry—We face intense competition and may not be able to compete effectively, which could reduce our market share and decrease our net sales and profitability.”

Seasonality and Market Demand

Our business exhibits some seasonality. Historically, our net sales have generally been higher in the second half of the fiscal year than in the first half. However, various factors, such as market conditions, the cyclicality of the semiconductor industry, new product introductions and the supply chain environment, can impact the effects of seasonality on our business.

Over the past several quarters, we and other semiconductor companies have experienced a downturn in market demand, primarily driven by softening demand from customers across various markets and digestion of excess accumulated inventory. In addition, factors that cause a reduction in the demand from end users of our OEMs’ or other customers’ products, including as a result of increased prices resulting from global trade policies, tariffs or a recessionary environment in the markets in which we operate, may in the future continue to cause our direct customers to significantly reduce the number of products ordered from us.

Employees and Human Capital Resources

Our employees are our most valuable assets and contribute to Allegro’s success. We have a skilled and experienced workforce across research and development, operations and quality, sales and marketing and our general and administrative support functions. Together as “One Allegro,” our employees are instrumental in driving operational execution and quality excellence, delivering strong financial performance, advancing innovation, and building trusted customer relationships to help solve our most complex problems.

As of March 2928, ~~2024~~2025, we employed approximately 4,~~593~~060 full-time employees, including ~~742~~750 in research and development, 32,~~347~~800 in operations and quality (the overwhelming majority located at our facility in Manila, Philippines (the “AMPI Facility”)), 230 in sales and marketing and ~~274~~280 in general and administrative. We consider our relationship with our employees to be good, as we have never experienced a labor-related work stoppage. None of our employees are represented by a labor union. ~~We enhanced our research and development population by 51 employees following the acquisition of Crocus, with the majority of these employees at our new design center in Grenoble, France.~~

The success and growth of Allegro’s business is dependent in large part on our ability to attract, retain and develop ~~a diverse population of~~ talented and high-performing employees from various backgrounds at all levels of our organization. We continue to ~~expand~~make ~~our~~talent ~~technical~~investments ~~organizational~~in ~~footprint~~our ~~with~~centers ~~the~~of ~~addition~~excellence and~~/or~~ ~~expansion of engineering talent across our~~ global design centers ~~and centers of excellence, including operations~~ in ~~Texas~~order ~~(USA), Argentina, India, Philippines, France and Italy. We continue~~ to attract top analog design talent to drive future innovation. InWe ~~fiscal~~have ~~year 2024, we implemented~~ a technical ladder across our engineering disciplines to promote a robust career path opportunity for our highly valued engineering employees. Additionally, we offer a specific Field Applications Engineer training in partnership with sales and other departments to educate teams on our many products.

For our research, engineering, and production management positions, we require employees with university and graduate-level degrees. As of March 2928, ~~2024~~2025, approximately 2,~~218~~300 of our employees held university and graduate-level degrees, of which ~~1,013~~990 of these employees were located outside of our factory locations. Globally, the demand for employees with such levels of education is high and competitive.

To succeed in these conditions, Allegro implements key recruitment and retention strategies, objectives and effectiveness measures as part of the overall management of our business. These core strategies are advanced through the following programs, policies and initiatives:

Competitive Pay and Benefits. Allegro’s compensation programs are designed to align the compensation of our employees, who operate in a highly competitive and technologically challenging environment, with Allegro’s business performance and to provide the 14

13Competitive Pay and Benefits. Allegro’s compensation programs are designed to align the compensation of our employees, who operate in a highly competitive and technologically challenging environment, with Allegro’s business performance and to provide the proper incentives to attract, retain and motivate employees to achieve superior performance. The structure of our compensation programs provides incentive earnings for both short-term and long-term performance. Specifically, and as applicable to individual employees and roles:

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proper incentives to attract, retain and motivate employees to achieve superior performance. The structure of our compensation programs provides incentive earnings for both short-term and long-term performance. Specifically:

We provide employee wages that are competitive and consistent with employees’ positions, skill levels, experience, knowledge and geographic location.

All non-sales employees participate in one of our annual cash incentive programs, allowing them to share in the profitability and business performance of Allegro. We also generally provide equity grants globally. In the U.S. and the United Kingdom, we offer an employee stock purchase plan to our non-executive employees, which allows them to purchase shares of Allegro stock at a discounted price. Each of these programs further aligns our employees’ financial interests with the performance of the business and the interests of our stockholders.

We provide short-term incentive and equity awards based on both business and individual performance.

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All non-sales employees participate in one of our annual cash incentive programs, allowing them an opportunity to be rewarded with compensation that aligns with both the business performance of Allegro and their own individual performance.

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All sales and field applications positions participate in our annual sales incentive plan, allowing them to earn additional cash incentives based on the achievement of specific sales metrics designed to drive our financial performance.

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We also provide an opportunity for many of our global employees to earn equity awards. Additionally, in the U.S. and the United Kingdom, we offer an employee stock purchase plan to our non-executive employees, which allows them to purchase shares of Allegro stock at a discounted price. This stock purchase plan further aligns our employees’ financial interests with the performance of the business and the interests of our stockholders.

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We purchase compensation data from external compensation and benefits consulting firms to ensure we provide competitive compensation in each of the geographic locations in which we operate.

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We align our executives’ annual and long-term equity compensation, in the form of performance-based restricted stock units (“PSUs”) and time-based restricted stock units (“RSUs”), with our stockholders’ interests by linking realizable pay with Allegro’s stock performance and other key business and financial operating metrics.

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We provide comprehensive benefit options designed to retain our employees and support their families in all areas of health and wellness.

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We provide social community benefits, including a global charitable gift matching program, and a global volunteer policy, both of which help our employees give back to the local communities in which we operate.

Employee recruitment, retention and development. Allegro works diligently to attract the best talent from a broad array of sources to meet the current and future demands of our business. We have established relationships with world-class colleges and universities, professional associations and industry groups to proactively attract talented and capable new hires. We also utilize social media, local job fairs and educational organizations to find motivated and responsible candidates who represent ~~diverse~~a variety of backgrounds, perspectives and experiences. We have also made strides toin ~~increase~~expanding the ~~diversity~~breadth of ~~backgrounds,~~qualified ~~perspectives~~talent ~~and~~pools ~~experiences~~we ofdraw ~~our~~from ~~leaders~~to infind candidates for management positions, while building internal resources to support our employees, regardless of background, to qualify for future leadership openings. Allegro has a strong employee value proposition that leverages our technology leadership, collaborative working environment, shared sense of purpose and culture, and the desire to do the right thing to attract talent to our Company.

We closely monitor employee turnover rates, as our success depends upon retaining and investing in our highly trained manufacturing and technical staff. Allegro strives to decrease employee-initiated voluntary turnover and increase employee retention through a combination of competitive compensation, individual developmental opportunities and personal career enrichment and growth. We strive to provide an inclusive culture where employees can come to work, feel a sense of belonging and achieve their personal best. We provide a Flex@Allegro program to allow our employees ~~the~~flexibility ~~opportunity~~as to ~~decide~~ where and how work gets accomplished. This flexible work arrangement enables our employees to achieve better work and life balance, and helps us to attract and retain talent. Our retention at the technical, professional and managerial levels is high, and our voluntary turnover remains lower than industry averages based on benchmark data.

~~Diversity,~~Employee ~~Equity and Inclusion~~Engagement. WeAt ~~strive to cultivate a diverse workforce composed of individuals with different backgrounds~~Allegro, ~~passions, and skillsets, as~~ we ~~work~~strive ~~together~~ to ~~innovate~~create ~~with purpose. We understand that~~ a ~~holistic approach to diversity necessitates more than recruiting diverse talent; it requires the cultivation of a workforce that is safe~~positive, ~~creative,~~values-based ~~and~~culture ~~collaborative,~~ and ~~where~~high ~~there~~employee ~~are~~engagement ~~equitable~~where ~~opportunities~~our ~~for~~employees ~~every~~can ~~employee.~~bring Intheir ~~addition~~best to ~~the~~work. ~~Employee~~In ~~Resource Groups (“ERGs”) we established in~~ fiscal year ~~2023 and in fiscal year 2024 (Early@Allegro and Women@Allegro)~~2025, we ~~introduced~~launched aour ~~third~~second ~~ERG~~annual ~~called~~global ~~Veterans@Allegro.~~employee Weengagement ~~have~~survey ~~organizational metrics~~ to ~~monitor~~all ~~our~~employees, ~~global~~and ~~gender~~achieved ~~composition~~a ofhigh ~~both~~participation ~~management~~rate, ~~and~~indicating ~~technical~~employees ~~populations.~~see Wevalue ~~publicly~~in ~~report~~sharing ~~the~~their ~~self-reported~~perceptions ~~race~~ and ~~ethnicity~~sentiments ~~characteristics~~about ofworking ~~our~~at UAllegro.S. ~~workforce.~~Our Inengagement score for fiscal year ~~2024,~~2025 weis ~~launched~~on ~~our~~par ~~first~~with ~~global~~industry ~~Diversity~~benchmarks, ~~Equity~~ and ~~Inclusion~~the ~~(“DEI”)~~ survey, ~~with~~found athat ~~high~~the ~~participation~~large ~~rate.~~majority ~~Our~~of ~~highest~~employees ~~scoring~~would ~~items~~recommend ~~were~~Allegro ~~Contributions~~as to a ~~Broader~~great ~~Purpose,~~place to work and ~~Inclusion~~are -proud ~~feeling~~to ~~respected~~work at Allegro. AsIn aaddition, ~~result~~the majority of ~~this~~employees ~~survey,~~feel wethat ~~provided~~the ~~several~~products ~~DEI~~and ~~educational~~services ~~offerings~~we tooffer ~~raise~~are ~~employee~~as ~~awareness~~good ~~and~~or tobetter ~~cultivate~~than anour ~~environment~~competitors, ~~where~~driving ~~everyone~~pride ~~can~~in ~~contribute~~the toorganization ~~Allegro’s~~and ~~success~~passion byfor ~~leveraging~~what ~~their~~we ~~diverse~~build ~~backgrounds~~ and ~~lived experiences~~deliver.

Employee Engagement. At Allegro, we strive to create a positive, values-based culture and high employee engagement where our employees can bring their best to work. In fiscal year 2024, we launched our first ever global employee engagement survey to all employees, and achieved a high participation rate. Our high overall engagement score was a strong indicator of how positive our employees feel about their work. The survey found that a majority of our employees would also recommend Allegro as a place to work. In addition, our highest scoring items were Alignment and Involvement and Confidence in Allegro’s Success, which indicates our employees understand how their work contributes to Allegro’s goals, and know what they need to do to be successful.

Information about our Executive Officers. The following table sets forth certain information regarding our executive officers as of May 23, 2024:

Name	Age	Position with Company
Vineet Nargolwala	51	President and Chief Executive Officer, Director
Derek P. D’Antilio	52	Senior Vice President, Chief Financial Officer and Treasurer
Sharon S. Briansky	50	Senior Vice President, General Counsel and Secretary
Michael C. Doogue	48	Senior Vice President, Chief Technology Officer
Max R. Glover	42	Senior Vice President of Worldwide Sales
Erin E. Hagen	47	Senior Vice President and Chief Human Resources Officer
Suman Narayan	52	Senior Vice President, Products

Vineet Nargolwala has served as our President and Chief Executive Officer and as a member of our board of directors since he joined Allegro in June 2022. Mr. Nargolwala is a technology executive with over 25 years of global executive leadership experience. Prior to joining Allegro, Mr. Nargolwala previously served as Executive Vice President of Sensing Solutions at Sensata Technologies, a leading industrial technology company that develops sensors and sensor-based solutions for the automotive, heavy vehicle and off-road, industrial, and aerospace industries, from March 2020 to May 2022. Mr. Nargolwala joined Sensata as Vice President, Sensors Americas in February 2013 and was later promoted to Senior Vice President, Performance Sensing, North America, Japan and Korea in April 2016. In February 2019, he was appointed Senior Vice President, General Manager, Global Safety & Mobility, and in September 2019, he was appointed Senior Vice President, Sensing Solutions. Prior to Sensata, he was with Honeywell International Inc. for over nine years in business strategy and P&L leadership roles of increasing responsibility. Prior to Honeywell, Mr. Nargolwala was at Nortel Networks in product management and engineering roles. He has been a member of the board of directors of Brady Corporation since February 2022. Mr. Nargolwala holds a Bachelor’s degree in Electrical Engineering from Maharaja Sayajirao University in Baroda, India, a Master’s degree in Electrical Engineering from the University of Texas and a Master of Business Administration from Cornell University.

Derek P. D’Antilio has served as our Senior Vice President, Chief Financial Officer and Treasurer since he joined Allegro in January 2022. Prior to joining Allegro, Mr. D’Antilio served as the Chief Financial Officer of a Summit Partners Portfolio Company and helped lead the sale and recapitalization of the company. From February 2019 to March 2021, he served as the Chief Financial Officer of IDEX Biometrics, a publicly traded and global fabless semiconductor company, where he played an instrumental role in leading a Nasdaq listing and preparing the company to scale its production. Prior to IDEX Biometrics, Mr. D’Antilio spent eight years at MKS Instruments, a global equipment and service provider to semiconductor and industrial markets and held numerous leadership roles, including Vice President & Corporate Controller, where he oversaw global accounting and reporting, FP&A, and treasury. Earlier in his career, Mr. D’Antilio was a CPA and CMA in public accounting and served as an audit manager at PricewaterhouseCoopers LLP. Mr. D’Antilio holds a B.S.B.A. in Accounting from Salem State University, an M.B.A. from Babson College and has attended an Executive Education program at the University of Chicago.

Sharon S. Briansky has served as our Senior Vice President, General Counsel and Secretary since she joined Allegro in December 2021. Prior to joining Allegro, Ms. Briansky served as the Vice President, Deputy General Counsel and Secretary at Thermo Fisher Scientific (“Thermo Fisher”) from 2017 to 2021. Prior to that she served as Vice President, Associate General Counsel at Thermo Fisher from 2005 to 2017. Ms. Briansky received a B.A. in Political Science from the University of North Carolina in 1995 and a J.D. from Boston University School of Law in 1998.

Michael C. Doogue has served as our Senior Vice President, Chief Technology Officer, since being named as the Company’s first Chief Technology Officer in September 2022. Mr. Doogue joined Allegro in 1998 as a Design Engineer facilitating the development of Allegro’s innovative speed and current sensor ICs. Mr. Doogue has also served in various leadership positions at Allegro, including as Design Manager from 2002 to 2006, Director of Strategic Marketing from 2006 to 2011, Business Unit Director of Linear Current Sensors from 2011 to 2016, Vice President of Advanced Sensor Technologies from 2016 to 2019, and as Senior Vice President of Technology and Products from 2019 to 2022. Mr. Doogue holds over 70 U.S. patents in the areas of sensors and semiconductors. Mr. Doogue received a B.A. in Physics from Colby College in 1997 and a B.E. in Electrical Engineering from Dartmouth College in 1998. In 2007, Mr. Doogue completed the Stanford Executive Program at the Stanford University Graduate School of Business.

Max R. Glover has served as our Senior Vice President of Worldwide Sales since he joined Allegro in 2019. Prior to joining Allegro, Mr. Glover served as the General Manager of the Automotive Sales Group at Intel Corporation, a computing, networking, data storage, and communications solutions company from 2016 to 2019. Mr. Glover also served as Intel Corporation’s Director of Sales from 2013 to 2016, and also served in various leadership, sales, marketing and engineering roles from 2001 to 2013. Mr. Glover received a B.S. in Electrical Engineering from the University of Cincinnati in 2004.

~~Officer~~Information ~~for~~about ~~Wind~~our ~~River~~Executive ~~Environmental, LLC, a septic, grease, and wastewater services company, from 2019 through 2021~~Officers. ~~From~~The ~~2014~~following ~~through~~table ~~2019,~~sets ~~Ms.~~forth ~~Hagen~~certain ~~worked~~information ~~for~~regarding ~~OMNOVA~~our ~~Solutions~~executive ~~Inc.,~~officers aas ~~developer and manufacturer~~ of ~~emulsion~~May ~~polymers~~22, specialty chemicals and building products in roles of increasing responsibility within the human resources organization. Ms. Hagen holds an M.S. in Positive Organization Development and Change from Case Western Reserve University and a bachelor’s degree in organizational communications from Central Michigan University.2025:

Suman Narayan was appointed Senior Vice President, Products, in September 2022. Prior to that, he served as Vice President, Sensor Business Unit, since joining the Company in January of 2021. Before joining Allegro, Mr. Narayan was Senior Vice President and General Manager, Semiconductor and Embedded Systems, for Cyient, Inc., a global engineering, manufacturing, and digital technology solutions company, from 2016 to 2021. Prior to that, he served as Vice President and General Manager, High-Performance Smart Power, for ON Semiconductor Corporation from 2014 to 2016 and held roles of increasing seniority with Texas Instruments Inc. from 1995 to 2014. Mr. Narayan holds an M.B.A., from The University of Texas, an M.S. in Electrical Engineering and Biomedical Engineering, from Iowa State University, and a B.S., Electrical, Electronics and Communications Engineering from PSG College of Technology, in Coimbatore, Tamil Nadu, India.


Name	Age	Position with Company
Michael C. Doogue	49	President and Chief Executive Officer, Director
Derek P. D’Antilio	53	Executive Vice President, Chief Financial Officer and Treasurer
Sharon S. Briansky	51	Senior Vice President, General Counsel and Secretary
Richard Madormo	57	Senior Vice President of Worldwide Sales
Erin E. Hagen	47	Senior Vice President and Chief Human Resources Officer

Michael C. Doogue was appointed President and Chief Executive Officer and as a member of our Board, in February 2025. Prior to that, he served as our Executive Vice President, Chief Technology Officer, since being named as the Company’s first Chief Technology Officer in September 2022. Mr. Doogue joined Allegro in 1998 as a Design Engineer, facilitating the development of Allegro’s innovative speed and current sensor ICs. Mr. Doogue has also served in various leadership positions at Allegro, including as Design Manager from 2002 to 2006, Director of Strategic Marketing from 2006 to 2011, Business Unit Director of Linear Current Sensors from 2011 to 2016, Vice President of Advanced Sensor Technologies from 2016 to 2019, and as Senior Vice President of Technology and Products from 2019 to 2022. Mr. Doogue holds over 75 semiconductor-related U.S. patents. Mr. Doogue received a B.A. in Physics from Colby College in 1997 and a B.E. in Electrical Engineering from Dartmouth College in 1998. In 2007, Mr. Doogue completed the Stanford Executive Program at the Stanford University Graduate School of Business.

Derek P. D’Antilio has served as our Executive Vice President, Chief Financial Officer and Treasurer since he joined Allegro in January 2022. Prior to joining Allegro, Mr. D’Antilio served as the Chief Financial Officer of a Summit Partners Portfolio Company and helped lead the sale and recapitalization of the company. From February 2019 to March 2021, he served as the Chief Financial Officer of IDEX Biometrics, a publicly traded and global fabless semiconductor company, where he played an instrumental role in leading a Nasdaq listing and preparing the company to scale its production. Prior to IDEX Biometrics, Mr. D’Antilio spent eight years at MKS Instruments, a global equipment and service provider to semiconductor and industrial markets and held numerous leadership roles, including Vice President & Corporate Controller, where he oversaw global accounting and reporting, FP&A, and treasury. Earlier in his career, Mr. D’Antilio was a CPA and CMA in public accounting and served as an audit manager at PricewaterhouseCoopers LLP. Mr. D’Antilio holds a B.S.B.A. in Accounting from Salem State University, an M.B.A. from Babson College and has attended an Executive Education program at the University of Chicago.

Richard Madormo joined the Company as our Senior Vice President of Worldwide Sales in March 2025 with over 25 years of sales experience in the semiconductor industry. Prior to joining Allegro, Mr. Madormo served as the SVP, Global Sales and Marketing at Wolfspeed, Inc. (“Wolfspeed”), having joined the company in August 2018 as Vice President of North American Sales. Before joining Wolfspeed, Mr. Madormo held sales leadership positions at Intel Corporation and Altera Corporation. Mr. Madormo holds a degree in electrical engineering technology from The University of Akron.

Erin E. Hagen joined the Company as our Senior Vice President and Chief Human Resources Officer in May 2024. Prior to joining Allegro, Ms. Hagen served as Global Human Resources Business Partner for Cabot Corporation, a leading global specialty chemicals and performance materials company, from January 2021 until May 2024. Prior to that, she served as Chief Human Resources Officer for Wind River Environmental, LLC, a septic, grease, and wastewater services company, from 2019 through 2021. From 2014 through 2019, Ms. Hagen worked for OMNOVA Solutions Inc., a developer and manufacturer of emulsion polymers, specialty chemicals and building products in roles of increasing responsibility within the human resources organization. Ms. Hagen holds an M.S. in Positive Organization Development and Change from Case Western Reserve University and a bachelor’s degree in organizational communications from Central Michigan University.

Environmental and Occupational Health and Safety Regulation

We recognize the importance of protecting the environment and the health and safety of our employees, customers, and communities. Our Environmental Health and Safety (“EHS”) Policy outlines policies and training programs that are designed to promote and protect employee safety. Our EHS teams oversee workplace conditions for our employees. All Allegro EHS policies and procedures are developed in accordance with applicable laws and regulations. Our AMPI Facility is certified to ISO ~~45001~~14001 for environmental management systems and ISO 45001 for occupational health and safety management systems.

Our operations are subject to various federal, state, local, international, and non-U.S. laws and regulations governing pollution and environmental protection and occupational health and safety, including those ~~relating~~related to hazardous and toxic materials, product composition, and the investigation and cleanup of contaminated sites. This includes sites we currently or formerly owned or operated, due to the release of hazardous materials, regardless of whether we caused such release. In addition, we may be strictly liable for joint and several costs associated with investigation and remediation of sites at which we have arranged for the disposal of hazardous wastes if such sites become contaminated, even if we fully comply with applicable environmental laws and regulations. We are also subject to various federal, state, local, international, and non-U.S. laws and regulations relating to occupational health and safety. Any failure on our part to comply with these laws and regulations, including new laws or new interpretations of existing ones, may subject us to significant fines or other civil or criminal costs, obligations, sanctions or property damage or personal injury claims, or suspension of our facilities’ operating permits. In addition, in the event of an incident involving hazardous materials, we could be liable for damages and such liability could exceed the amount of any liability insurance coverage and the resources of our business. Compliance with current or future environmental and occupational health and safety laws and regulations could restrict our ability to expand our business or require us to modify processes or incur other substantial expenses which could harm our business.

We face increasing complexity in our product design and procurement operations due to the evolving nature of environmental laws, regulations, directives and standards, as well as specific customer requirements. These laws, regulations, directives, and standards have an impact on the material composition of our products entering specific markets. For example, the European Union (“EU”) adopted its Restriction of Hazardous Substance Directive (“RoHS”) legislation, EU Directive 2002/95/EC (RoHS) and 2011/65/EU (RoHS II), amended by 2015/863/EU ~~and continues to develop evolving compliance standards~~, ~~with its most recent restrictions announced as part of RoHS 3,~~ which took effect in July 2019. The EU also adopted the European Regulation on Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”) in 2007, which calls for the progressive substitution of dangerous chemicals in manufacturing. In 2006, China first published its RoHS equivalent, the Administrative Measures on the Control of Pollution Cause by Electronic Information Products. This regulation was revised in 2016 when China enacted the Administrative Measures on the Restrictions of the Use of Certain Hazardous Substances in Electrical and Electronic Products Regulations, which expanded the scope of the 2006 requirements and is designed to restrict additional hazardous substance in certain electrical and electronic products. In addition, any business selling products to consumers in California containing certain listed chemicals or substances is subject to California Proposition 65 (officially known as the Safe Drinking Water and Toxic Enforcement Act of 1986), which requires disclosure of the listed chemical and potential health risks. In addition to these regulations and directives, we may face costs and liabilities in connection with product take-back legislation, which holds manufacturers responsible for the collection and proper disposal of their products discarded by their customers. There are also increasing regulations regarding the use of green marketing claims, which may also affect our product design and procurement operations. Non-compliance with current or future regulations or directives could restrict our ability to expand our business or require us to modify processes and/or materials or incur other substantial expenses which could harm our business.

Although we incur costs to comply with the provisions discussed above and other applicable federal, state, local, international and non-U.S. laws and regulations relating to environmental protection in the ordinary course of our business, such costs have not materially affected, and are not presently expected to materially affect, our capital expenditures, earnings or competitive position.

Available Information

We file annual, quarterly and current reports and any amendments to those reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Documents we file with the SEC are available free of charge on our website at https://investors.allegromicro.com/financials/sec-filings, as soon as reasonably practicable after such material is filed with the SEC. The information included on or available through our website is not part of this or any other report we file with the SEC. Any document that we file with the SEC is available on the SEC’s website at www.sec.gov.

Item 1A. Risk Factors.

An investment in our common stock involves risks. You should consider these risks carefully, as well as the other information contained in this Annual Report. If any of these risks occurs or increases in scope or severity, our business, financial condition and results of operations could be harmed materially. In that event, the trading price of our common stock might decline, and you might lose all or part of your investment. You should also refer to the other information contained in this Annual Report, including our consolidated financial statements and the related notes. Additional risks and uncertainties not presently known to us or not believed by us to be material may also negatively impact us.

Risks Related to Our Business and Industry

Downturns or volatility in general economic conditions could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our net sales, gross margin, and profitability depend significantly on general economic conditions and the demand for products in the markets in which our customers compete. Weaknesses in the global economy and financial markets, including as a result of a recession and/or changes in government trade policies, such as the imposition of export restrictions and tariffs, may lead to lower demand for products that incorporate our solutions, particularly in the automotive and industrial markets. In particular, since we have significant sales in China, our business development plans, results of operations and financial condition may be materially and adversely affected by significant political, social and economic developments in China. ~~The current stagnation in China’s economy has adversely impacted~~Additionally, ~~and~~an ~~could~~overall further adversely impact, our customers, prospective customers, suppliers, distributors and partners in China, which could have a material adverse effect on our operating results and financial condition. A decline in end-user demand can affect our customers’ demand for our products, ~~the ability of our customers to obtain credit~~ and ~~otherwise~~increase ~~meet their payment obligations and~~ the likelihood of customers canceling or deferring existing orders. Our net sales, financial condition and results of operations could be negatively affected by such actions.

Volatile and/or uncertain economic conditions, as well as inflationary pressures, can adversely impact sales, gross margin and profitability and make it difficult for us to accurately forecast and plan our future business activities. In addition, uncertainty surrounding international trade policy and regulations as well as trade disputes and protectionist measures could also have an adverse effect on consumer confidence and spending. To the extent expected favorable economic conditions do not materialize or take longer to materialize than expected, we have faced and may continue to face an oversupply of our products and have excess inventory, which could result in charges for excess and obsolete inventory, or in the case of excess inventory held by our customers, reduce the number of products purchased by our customers as they digest inventory, which we have experienced over the last several quarters. Conversely, if we underestimate customer demand, we may fail to meet customer needs, which could impair our customer relationships. In addition, any disruption in the credit markets, including as a result of a recession, could impede our access to capital, which could be further adversely affected if we are unable to obtain or maintain favorable credit ratings. If we have limited access to additional financing sources, we may be required to defer capital expenditures or seek other sources of liquidity, which may not be available to us on acceptable terms or at all. Similarly, if our suppliers or customers face challenges in obtaining credit or other financial difficulties, they may be unable to provide the materials we need to manufacture or purchase our products. All of these factors related to global economic conditions, which are beyond our control, could adversely impact our business, financial condition, results of operations and liquidity.

We face intense competition and may not be able to compete effectively, which could reduce our market share and decrease our net sales and profitability.

We ~~are~~participate in an intensely competitive ~~segment~~end ofmarkets in the global semiconductor industry. Our competitive landscape includes rapid technological change in product design and manufacturing, continuous declines in ASPs, and customers who make purchase decisions based on a mix of factors of varying importance, which varies from customer-to-customer and from market-to-market. Our ability to compete in this environment depends on many factors, including our ability to identify emerging markets and technology trends in an accurate and timely manner, introduce new and innovative products, implement new manufacturing technologies at a sustainable pace, maintain the performance and quality of our products, and manufacture our products in a cost-effective manner. For example, semiconductor IC suppliers must meet increasingly stringent quality standards of certain OEMs and customers, particularly for automotive applications. While we strive to meet these requirements, we, as well as our third-party OSAT or wafer vendors, may experience problems in achieving acceptable quality results in the manufacture of our products, particularly in connection with production of new products or adoption of a new manufacturing process. Our failure to achieve acceptable quality levels in such instances could adversely affect our competitive position and business results.

Often, we compete against larger companies that possess substantial financial, technical, development, engineering, manufacturing, including wafer fabrication capabilities, and marketing resources. Varying combinations of these resources provide advantages to these competitors, such as the rapid implementation of artificial intelligence strategies for developing products and service offerings, which enable them to influence industry trends and the pace at which they adapt to these trends. A strong competitive response from one or more of our competitors to our marketplace efforts, or a shift in customer preferences to competitors’ products, could result in increased pressure to lower our prices more rapidly than anticipated, increased sales and marketing expense, and/or market share loss. In addition, certain countries, such as China, have begun implementing initiatives to build domestic semiconductor supply chains, and weour ~~may~~supply bechain atstrategies afor ~~disadvantage~~competing in ~~attempting~~such tocountries ~~compete~~may ~~with~~be ~~entities~~unsuccessful ~~associated~~in ~~with~~fully ~~such~~eliminating ~~foreign~~the ~~government~~competitive ~~efforts~~disadvantages that we face. To the extent our profitability is negatively impacted by competitive pressures and reduced pricing, our business, financial condition, results of operations and growth prospects may be materially and adversely affected.

We rely on a limited number of third-party semiconductor wafer fabrication facilities and a limited number of suppliers of other materials, and the failure of any of these suppliers to supply wafers or other materials on a timely basis could harm our business and our financial results.

We currently rely on a limited number of third-party wafer fabrication facilities for the fabrication of semiconductor wafers used in the manufacture of our IC products, primarily United Microelectronics Corporation (“UMC”), Polar Semiconductor, LLC (“PSL”),

~~and Taiwan Semiconductor Manufacturing Company (“TSMC”), and we purchase a number of key materials and components used in the manufacture of our products from single or limited sources.~~ We ~~depend~~rely on ~~these~~a ~~foundries and other sources to meet our production needs. These foundries have~~ limited ~~production~~number capacities with little ability to quickly expand capacity. From time to time, we have encountered shortages and delays in obtaining wafers and other components and materials, and we may encounter additional shortages and delays in the future. Additionally, two of ~~our~~ third-party semiconductor wafer fabrication facilities ~~are located in Taiwan, a location where earthquakes are commonplace,~~ and ~~geopolitical changes in China-Taiwan relations could disrupt their operations. Any disruption in our foundries’ supply of wafers to us may require us to transfer manufacturing processes to~~ a ~~new~~limited ~~location~~number ~~or facility. Converting or transferring such fabrication processes from one~~ of ~~our~~suppliers ~~primary facilities to an alternative or backup facility due to a disruption would likely be expensive and could take a substantial amount~~ of time, given our highly complex manufacturing and fabrication processes, which incorporate our proprietary technologies. During such a transition, it is unlikely that our existing inventory would be sufficient to meet customer demand and would likely require us to incur unanticipated costs. As a result, we may not be able to meet our customers’ needs during such a transition, which would negatively impact our net sales, potentially damage our customer relationships and our reputation and may have a material adverse effect on our business, financial condition and results of operations. If we cannot supply our products due to a lack of components, are unable to source materials from other suppliers, or to redesign products with other components in a timely manner, our business will be significantly harmed. We do not have long-term contracts with some of our suppliers and third-party manufacturers. As a result, any such supplier or third-party manufacturer can discontinue supplying components or materials ~~to us at any time and without penalty. Moreover~~, ~~we depend on the quality of the wafers~~ and ~~other components and materials that they supply to us, over which we have limited control. Any one or more of our other suppliers may become financially unstable as~~ the ~~result~~failure of global market conditions. Moreover, our suppliers’ abilities to meet our requirements could be impaired or interrupted by factors beyond their control, such as natural disasters or other disruptions. If any ~~one or more~~ of ~~our~~these suppliers ~~is unable or unwilling~~ to ~~deliver us products and we are unable to identify alternative sources of~~ supply ~~for~~wafers ~~such materials~~ or ~~components~~other materials on a timely basis, ~~our operations may be adversely affected. In addition, even if we identify any such alternative sources of supply, we~~ could ~~experience~~harm delays in testing, evaluating and validating materials or products of potential alternative suppliers or products we obtain through outsourcing. Qualifying new contract manufacturers, and specifically semiconductor foundries, is time consuming and might result in unforeseen manufacturing and operations problems. Furthermore, financial or other difficulties faced by our ~~suppliers,~~business or significant changes in demand for the components or materials they use in the products they supply to us, could limit the availability of those products, components or materials to us. We are also subject to potential delays in the development by our suppliers of key components, which may affect our ability to introduce new products. Any of these problems or delays could damage our relationships with our customers, adversely affect our reputation and ~~adversely affect~~ our ~~business,~~ financial ~~condition,~~ results ~~of operations and our ability to grow our business~~.

~~Failure~~We tocurrently ~~adjust~~rely on a limited number of third-party wafer fabrication facilities for the fabrication of semiconductor wafers used in the manufacture of our IC products, primarily United Microelectronics Corporation (“UMC”), Polar Semiconductor, LLC (“PSL”), Tower Semiconductor Ltd. (“Tower”) and Taiwan Semiconductor Manufacturing Company (“TSMC”), and we purchase ~~commitments~~a number of key materials and ~~inventory~~components ~~management~~used ~~based~~in the manufacture of our products from single or limited sources. We depend on ~~changing~~these ~~market~~foundries ~~conditions~~and other sources to meet our production needs. These foundries have limited production capacities with little ability to quickly expand capacity. From time to time, we have encountered shortages and delays in obtaining wafers and other components and materials as well as export restrictions on certain components and materials, and we may encounter additional shortages, delays and restrictions in the future. For example, in December 2024, China imposed export restrictions on certain minerals, including antimony, which certain of our wafer foundry partners use in the manufacture of our IC products, and beginning in April 2025 China announced additional restrictions on the export of rare-earth metals used in some of our applications and in end-user products that contain our products which could disrupt our ability to source materials for our products, upend supply chains or ~~customer~~drive down the demand for our products. Additionally, two of our third-party wafer fabrication facilities are located in Taiwan, a location where earthquakes are commonplace, and geopolitical changes in China-Taiwan relations could ~~result~~disrupt their operations. If we cannot supply our products due to a lack of components, are unable to source materials, such as antimony or other rare-earth metals, from other suppliers, to redesign products with other components in ana ~~inability~~timely manner, or OEMs or our other customers are unable to access the materials they need to produce the end products that our applications are used in our business will be significantly harmed. We do not have long-term contracts with some of our suppliers and third-party manufacturers. As a result, any such supplier or third-party manufacturer can discontinue supplying components or materials to us at any time and without penalty. Moreover, we depend on the quality of the wafers and other components and materials that they supply to us, over which we have limited control. Our suppliers’ abilities to meet ~~customer~~our ~~demand~~requirements could be impaired or ~~additional~~interrupted ~~charges~~by factors beyond their control, such as global market conditions, changes in tariffs or other trade regulations, natural disasters or other disruptions. If any one or more of our suppliers is unable or unwilling to deliver us products and we are unable to identify alternative sources of supply for ~~obsolete~~such materials or ~~excess~~components ~~inventories~~on a timely basis, our operations may be adversely affected. In addition, even if we identify any such alternative sources of supply, we could experience delays in testing, evaluating and validating materials or ~~non~~products of potential alternative suppliers or products we obtain through outsourcing. Qualifying new contract manufacturers, and specifically semiconductor foundries, is time-~~cancellable~~consuming ~~purchase~~and ~~commitments~~might result in unforeseen manufacturing and operations problems. Furthermore, financial or other difficulties faced by our suppliers, or significant changes in demand for the components or materials they use in the products they supply to us, could limit the availability of those products, components or materials to us. We are also subject to potential delays in the development by our suppliers of key components, which may affect our ability to introduce new products. Any of these problems or delays could damage our relationships with our customers, adversely affect our reputation and adversely affect our business, financial condition, results of operations and our ability to grow our business.

WeFailure ~~make~~to ~~significant~~adjust ~~decisions,~~our ~~including~~purchase ~~determining~~commitments ~~the levels of business that we will seek~~ and ~~accept,~~inventory ~~production~~management ~~schedules, levels of reliance on outsourced contract manufacturing, personnel needs and other resource requirements,~~ based on ~~our~~changing ~~estimates~~market ofconditions or customer ~~requirements. The short-term nature of the commitments by many of our customers and the possibility of rapid changes in~~ demand ~~for~~could ~~their~~result ~~products reduce our ability to accurately estimate future requirements of our customers. On occasion, our customers may require rapid increases~~ in ~~production,~~an ~~which~~inability ~~can challenge our resources. We may not have sufficient capacity at any given time~~ to meet ~~our~~customer ~~customers’~~demand ~~demands.~~or ~~Conversely,~~additional ~~downturns~~charges infor ~~the~~obsolete ~~semiconductor~~or ~~industry~~excess ~~have~~inventories inor ~~the~~non-cancellable ~~past~~purchase ~~caused,~~commitments ~~and~~or ~~may~~reduced ~~in the future, cause our customers to significantly reduce the number of products ordered from us. Because many of our~~ sales, ~~research and development and manufacturing expenses are relatively fixed, a reduction~~ in ~~customer~~periods ~~demand~~when ~~may~~customers ~~decrease~~digest ~~our~~excess ~~gross margins and operating income~~inventory.

InWe ~~addition,~~make wesignificant ~~base operating~~ decisions, ~~and~~including ~~enter~~determining ~~into purchase commitments, on~~ the ~~basis~~levels of ~~anticipated~~business ~~net~~that ~~sales~~we ~~trends,~~will ~~which~~seek ~~are~~and ~~highly~~accept, ~~unpredictable.~~production ~~Changes~~schedules, inlevels ~~forecasts or the timing~~ of ~~orders~~reliance ~~from~~on ~~customers~~outsourced ~~expose~~contract usmanufacturing, topersonnel ~~risks~~needs ofand ~~inventory~~other ~~shortages~~resource orrequirements, ~~excess~~based ~~inventory.~~on ~~Some of~~ our ~~purchase~~estimates ~~commitments are not cancellable, and in some cases we are required to recognize a charge representing the amount~~ of ~~material~~customer ~~or capital equipment purchased or ordered, which exceeds our actual~~ requirements. ~~For~~The ~~example,~~short-term wenature ~~have~~of ~~noncancellable~~the ~~purchase~~ commitments ~~with~~by ~~vendors~~many ~~and “take-or-pay” agreements with certain~~ of our ~~third-party~~customers ~~wafer~~and ~~fabrication~~the ~~partners,~~possibility ~~under which we are required to purchase a minimum number~~ of ~~wafers~~rapid ~~per~~changes ~~year~~in ordemand ~~face~~for ~~financial~~their ~~penalties.~~products ~~These types of commitments and agreements could~~ reduce our ability to ~~adjust~~accurately ~~our~~estimate ~~inventory~~future torequirements ~~address~~of ~~declining~~our ~~market demands~~customers. IfOn ~~demand~~occasion, ~~for~~ our ~~products~~customers ismay ~~less~~require ~~than~~rapid weincreases ~~expect~~in production, and we may ~~experience~~not ~~additional~~have ~~excess~~sufficient ~~and~~capacity ~~obsolete~~at ~~inventories~~any ~~and~~given betime ~~forced~~ to ~~incur~~meet ~~additional~~our ~~charges~~customers’ demands. IfConversely, ~~net~~downturns ~~sales~~ in ~~future~~the ~~periods~~semiconductor ~~fall~~industry ~~substantially~~are ~~below our expectations~~causing, orand ifmay ~~we fail to accurately forecast changes~~ in ~~demand~~the ~~mix,~~future ~~we could again be required to record substantial charges for obsolete or excess inventories or noncancellable purchase commitments. Moreover~~cause, ~~during~~our acustomers ~~market upturn we may not be able~~ to ~~purchase~~significantly ~~sufficient~~reduce ~~supplies~~the ornumber ~~components~~of toproducts ~~meet~~ordered ~~increasing~~from ~~product~~us ~~demand,~~as ~~which~~they ~~could~~digest ~~prevent~~excess usinventory. ~~from~~Because ~~taking~~many ~~advantage~~ of ~~opportunities and maximizing~~ our ~~net~~ sales., ~~Our~~research ~~failure~~and todevelopment ~~adjust~~and ~~our~~manufacturing ~~supply~~expenses ~~chain~~are ~~volume~~relatively fixed, ~~secure~~a ~~sufficient~~reduction ~~supply~~in ~~from~~customer ~~our~~demand ~~third-party~~has ~~vendors~~resulted, ~~including~~and ~~our~~may ~~semiconductor~~continue ~~wafer~~to ~~suppliers~~result, orin ~~estimate our customers’ demand could have~~ a ~~material~~decrease ~~adverse~~in ~~effect on~~ our ~~net~~gross ~~sales,~~margins ~~business, financial condition~~ and ~~results~~operating ~~of operations~~income.

In addition, we base operating decisions, and enter into purchase commitments, on the basis of anticipated net sales trends, which are highly unpredictable. Changes in forecasts or the timing of orders from customers expose us to risks of inventory shortages or excess inventory. Some of our purchase commitments are not cancellable, and in some cases we are required to recognize a charge representing the amount of material or capital equipment purchased or ordered, which exceeds our actual requirements. For example, we have noncancellable purchase commitments with vendors and “take-or-pay” agreements with certain of our third-party wafer fabrication partners, under which we are required to purchase a minimum number of wafers per year or face financial penalties. These types of commitments and agreements have reduced and may continue to reduce, our ability to adjust our inventory to address declining market demands. Over the past several quarters, we and other semiconductor companies have experienced a downturn in market demand, which has caused us to record substantive charges for excess and obsolete inventories and be forced to incur other inventory-related charges. If net sales in future periods fall substantially below our expectations, or if we fail to accurately forecast changes in demand mix, we could again be required to record substantial charges for obsolete or excess inventories or noncancellable purchase commitments. Moreover, during a market upturn we may not be able to purchase sufficient supplies or components to meet increasing product demand, which could prevent us from taking advantage of opportunities and maximizing our net sales. Our failure to adjust our supply chain volume, secure sufficient supply from our third-party vendors, including our semiconductor wafer suppliers, or estimate our customers’ demand could have a material adverse effect on our net sales, business, financial condition and results of operations.

Shifts in our product mix, customer mix or channel mix may result in declines in gross margin.

Gross margins on individual products typically fluctuate over the product’s life cycle. Our overall gross margins have fluctuated from period to period as a result of shifts in product mix, customer mix, channel mix, the introduction of new products, decreases in ASPs for older products and our ability to reduce product costs. In addition, in periods of high demand for some of our products, we may have to source a portion of materials from higher-cost providers, which may decrease overall gross margin. These fluctuations are expected to continue in the future.

The cyclical nature of the semiconductor industry may limit our ability to maintain or improve our net sales and profitability.

The semiconductor industry, including the analog segment in which we compete, is highly cyclical and is prone to significant downturns from time to time. Cyclical downturns can result from a variety of market forces, which can result in significant declines in analog semiconductor demand. We are currently experiencing a downturn and may experience downturns in the future. Downturns have been characterized by diminished product demand, production overcapacity, high inventory levels and accelerated erosion of ASPs. Recent downturns in the semiconductor industry had been attributed to a variety of factors, including ~~the~~weakness ~~initial~~in ~~onset~~demand ofand ~~the~~pricing ~~COVID-19~~for ~~pandemic~~semiconductors across applications, ongoing trade disputes among the United States and China, ~~weakness in demand~~ and ~~pricing for semiconductors across applications and~~ excess inventory. ~~Recent~~Downturns ~~downturns~~ directly ~~impacted~~impact our business, ~~as was the case with many other companies, suppliers, distributors~~ and ~~customers in the semiconductor industry and other industries around the world, and~~ any prolonged or significant future downturns in the semiconductor industry could have a material adverse effect on our business, financial condition and results of operations. Conversely, significant upturns can cause us to be unable to satisfy demand in a timely and cost-efficient manner and could result in increased competition for access to third-party foundry and assembly capacity. In the event of such an upturn, we may not be able to expand our workforce and operations in a sufficiently timely manner, procure adequate resources and raw materials, including semiconductor wafers from our third-party wafer manufacturing partners, or locate suitable third-party suppliers or other third-party subcontractors to respond effectively to changes in demand for our existing or new products, and our business, financial condition and results of operations could be materially and adversely affected.

Substantial portions of our sales are made to automotive industry suppliers. ~~Any~~Downturns ~~downturn~~ or ~~disruption~~disruptions in the automotive market or industry have harmed and in the future could significantly harm, our financial results.

Our customers that supply various systems and components to automotive OEMs accounted for 7273.48%, 6672.4%, and 6866.04% of our total net sales in fiscal years 2025, 2024, ~~2023~~ and ~~2022~~2023, respectively. This concentration of sales exposes us to the risks associated with the automotive market and automotive industry. For example, our anticipated future growth is highly dependent on the increased adoption of automotive technologies and HEV and EV powertrain vehicles, which traditionally have had increased sensor and power product content. A downturn in the automotive market or prolonged disruption could delay automakers’ plans to introduce new vehicles with these features, which would negatively impact the demand for our products and the ability to grow our business. ~~The~~Disruptions in the automotive industry isdue ~~also~~to ~~undergoing~~changes ~~consolidation,~~in ~~reorganization~~tariffs ~~and~~or ~~rapid~~other ~~change~~trade asregulations could have a ~~result~~material adverse effect on our business, financial condition and results of operations. For example, in March 2025, the United States Government released a ~~shift~~proclamation toadjusting ~~HEVs~~tariffs on automobiles and ~~EVs~~automobile parts into the United States. Such tariffs, ~~and~~as ~~changes~~well ~~and~~as ~~disruption~~any inpotential retaliatory tariffs, could substantially disrupt the automotive market or industry ~~could~~and in turn have a material adverse effect on our business. Furthermore, ~~financial~~tariffs ~~condition~~could make our OEM and ~~results~~other end customers’ products less attractive relative to products offered by their competitors, which may not be subject to similar tariffs. Some OEM and end customers in our industry have already implemented short-term price adjustments to offset such tariffs and transitioned their production and supply chain to locations outside of ~~operations~~China.

Acquisitions of other companies or technologies, may create additional risks, including risks associated with our ability to successfully integrate these acquisitions into our business.

We have acquired other companies as part of our growth strategy, and we continue to consider future acquisitions of other companies, or their technologies or products, to improve our market position, broaden our technological capabilities, and expand our product offerings. Acquiring companies or technologies, ~~including the recently completed acquisition of Crocus,~~ involves a number of risks, including, but not limited to: the potential disruption of our ongoing business; the increased costs incurred to finance acquisitions and the allocation of capital to fund acquisitions being diverted from other operational priorities, such as research and development; unexpected costs or incurring unknown liabilities; the diversion of management resources from other strategic and operational issues; difficulty in developing, manufacturing and marketing the products of a newly acquired company within the anticipated costs and timeframe; the inability to retain ~~the~~ key employees of the acquired businesses; difficulties relating to integrating the operations and personnel of the acquired businesses; adverse effects on our existing customer relationships or the existing customer relationships of acquired businesses; the potential incompatibility of the acquired business or their customers; issues not discovered during our due diligence that could impact our assumptions concerning the status of and prospects for the products and technologies of the acquired business; and acquired intangible assets, including goodwill, becoming impaired as a result of technological advancements or worse-than-expected performance of the acquired business. If we are unable to successfully address any of these risks, our business could be harmed.

Decreases in average selling prices of our products and increases in input costs may reduce our gross margins.

The market for our products is generally characterized by declining ASPs, resulting from factors such as increased competition, overcapacity, the amount of inventory held by our customers, the introduction of new products and increased unit volumes. We have in the past experienced, and in the future may experience, substantial period-to-period fluctuations in operating results due to declining ASPs. ASPs may decrease in the future in response to the introduction of new products by us or our competitors, or due to other factors, including customer pricing pressures. ~~We typically conduct annual pricing negotiations for our existing products with some of our largest customers.~~ In order to sustain profitable operations, we must continually reduce costs for our existing products and also develop and introduce new products with enhanced features on a timely basis that can be sold initially at higher ASPs. Failure to do so could cause our net sales and gross margins to decline, which would negatively affect our financial condition and results of operations and could significantly harm our business.

features on a timely basis that can be sold initially at higher ASPs. Failure to do so could cause our net sales and gross margins to decline, which would negatively affect our financial condition and results of operations and could significantly harm our business.

We may be unable to reduce the cost of our products sufficiently to enable us to compete with others. Our cost reduction efforts may not allow us to keep pace with competitive pricing pressures given the increased cost of certain materials, such as semiconductor wafers and other raw materials, and could adversely affect our gross margins. We maintain an infrastructure of facilities and human resources in several locations around the world and, as a result, have limited ability to reduce our operating costs. Accordingly, in order to remain competitive, we must continually reduce the cost of manufacturing our products through design and engineering changes. We cannot assure you that we will be successful in redesigning our products and bringing redesigned products to the market in a timely manner, or that any redesign will result in sufficient cost reductions to allow us to reduce the price of our products to remain competitive or maintain or improve our gross margins. To the extent we are unable to reduce the prices of our products and remain competitive, our net sales will likely decline, resulting in further pressure on our gross margins, which could have a material adverse effect on our business, financial condition and results of operations and our ability to grow our business.

If we encounter sustained yield problems or other delays at our third-party wafer fabrication facilities or in the final assembly and test of our products, we may lose sales and damage our customer relationships.

The manufacture of our products, including the fabrication of semiconductor wafers, and the assembly and testing of our products, ~~involve~~are ~~highly~~ complex ~~processes.~~and ~~For~~sensitive ~~example~~to many factors, ~~minute~~including levels of contaminants in the manufacturing environment, difficulties in the wafer fabrication process or other ~~factors~~issues that can cause a substantial portion of the components on a wafer to be nonfunctional. These problems may be difficult to detect at an early stage of the manufacturing process and often are time-consuming and expensive to correct. From time to time, we have experienced problems in achieving acceptable yields at our third-party wafer fabrication partners, resulting in delays in the availability of components. Moreover, an increase in the rejection rate of products during the quality control process before, during or after manufacture and/or shipping of such products, results in lower yields and margins. In addition, changes in manufacturing processes required due to changes in product specifications, changing customer needs and the introduction of new product lines have historically significantly reduced our manufacturing yields, resulting in low or negative margins on those products. Poor manufacturing yields over a prolonged period of time could adversely affect our ability to deliver our products on a timely basis and harm our customer relationships, which could materially and adversely affect our business, financial condition and results of operations.

Our quarterly net sales and operating results are difficult to predict accurately and may fluctuate significantly from period to period. As a result, we may fail to meet the expectations of investors, which could cause our stock price to decline.

We operate in a highly dynamic industry, and our future operating results could be subject to significant fluctuations, particularly on a quarterly basis. Our quarterly net sales and operating results have fluctuated significantly in the past and may continue to vary from quarter to quarter due to a number of factors, many of which are not within our control. Although some of our customers provide us with non-binding forecasts of their future requirements for our products, a significant percentage of our net sales in each fiscal quarter is dependent on sales that are booked and shipped during that fiscal quarter, and are typically attributable to a large number of orders from diverse customers and markets. As a result, accurately forecasting our operating results in any fiscal quarter is difficult. If our operating results do not meet the expectations of securities analysts and investors, our stock price may decline. Additional factors that can contribute to fluctuations in our operating results include the timing of customer qualification of our products and commencement of volume sales by our customers of systems that include our products, product rates of return or price concessions in excess of those expected or forecasted, as well as the other risk factors identified in this section of our Annual Report.

We may experience a delay in generating or recognizing revenues for a number of reasons. Open orders at the beginning of each quarter are typically lower than expected net sales for that quarter and are generally cancellable or reschedulable with minimal notice. Accordingly, we depend on obtaining orders during each quarter for shipment in that quarter to achieve our net sales objectives, and failure to fulfill such orders by the end of a quarter may adversely affect our operating results. Furthermore, our customer agreements typically provide that the customer may delay scheduled delivery dates and cancel orders within specified timeframes without significant penalty. In addition, we maintain an infrastructure of facilities and human resources in several locations around the world and have a limited ability to reduce the expenses required to maintain such infrastructure. Because we base our operating expenses on anticipated revenue trends and a high percentage of our expenses are fixed in the short term, any delay in generating or recognizing forecasted net sales or changes in levels of our customers’ forecasted demand could materially and adversely impact our business, financial condition and results of operations. Due to our limited ability to reduce expenses, in the event our revenues decline or our net sales do not meet our expectations, it is likely that in some future quarters our operating results will decrease from the previous quarter or fall below the expectations of securities analysts and investors. As a result of these factors, our operating results may vary significantly from quarter to quarter. Accordingly, we believe that period-to-period comparisons of our results of operations should not solely be relied upon as indications of future performance. Any shortfall in net sales or net income compared to a previous quarter or to levels expected by the investment community could cause a decline in the trading price of our stock.

Our dependence on our manufacturing operations in the Philippines exposes us to certain risks that may harm our business.

We rely heavily on the manufacturing operations of the AMPI Facility, which operates as our primary internal assembly and testing facility. We depend on the AMPI Facility for our sensor and power products, and if this facility suspends operations, our ability to assemble and test our products could be materially impaired. Furthermore, any disruption in operations at the AMPI Facility could adversely affect our ability to meet customer demand in a timely manner, or at all, which would lead to a reduction in our net sales and may adversely affect our reputation and customer relationships, potentially resulting in longer-term harm to our business. In addition, an earthquake, fire, flood or other natural or man-made disaster, as well as a pandemic, epidemic or other outbreak of infectious disease, strikes, political or civil unrest, or any number of other factors beyond our control could also disable the facility, causing catastrophic losses. Although we supplement the assembly capabilities at the AMPI Facility with other external or independent assembly subcontractors throughout Asia, if our manufacturing operations at the AMPI Facility are disrupted, it could take additional time and cost, for us to resume manufacturing at another location, which could materially harm our manufacturing efficiency and capacity, delay production and shipments and result in costly expenditures to repair or replace this facility.

21We have established or invested in alternative manufacturing facilities and may in the future be required to establish or invest in additional alternative manufacturing facilities. Such attempts to establish or invest in alternative manufacturing facilities, however, could increase our costs, negatively affect our profitability, and limit our ability to maintain competitive prices for our products. Only a few alternative manufacturing facilities have the capability to assemble and test our most advanced and complex products, and if we are forced to engage such alternative manufacturing facilities, we may encounter difficulties and incur additional costs. Accordingly, we cannot guarantee that we will be able to manage the risks and challenges associated with our dependence on the AMPI Facility, and any failure to do so could have a material adverse effect on our business, financial condition and results of operations.

to assemble and test our products could be materially impaired. Furthermore, any disruption in operations at the AMPI Facility could adversely affect our ability to meet customer demand in a timely manner, or at all, which would lead to a reduction in our net sales and may adversely affect our reputation and customer relationships, potentially resulting in longer-term harm to our business. In addition, an earthquake, fire, flood or other natural or man-made disaster, as well as a pandemic, epidemic or other outbreak of infectious disease, strikes, political or civil unrest, or any number of other factors beyond our control could also disable the facility, causing catastrophic losses. Some of these risks may become more frequent or intense as a result of climate change. Although we supplement the assembly capabilities at the AMPI Facility with other external or independent assembly subcontractors throughout Asia, if our manufacturing operations at the AMPI Facility are obstructed or hampered, it could take a considerable length of time, at an increased cost, for us to resume manufacturing at another location, which could materially harm our manufacturing efficiency and capacity, delay production and shipments and result in costly expenditures to repair or replace this facility.22

To ensure continued product manufacturing (including assembly and testing of our products), we may be required to establish or invest in alternative manufacturing facilities. Any attempt to establish or invest in alternative manufacturing facilities, however, could increase our costs, negatively affect our profitability, and limit our ability to maintain competitive prices for our products, which would negatively impact our competitive position. To our knowledge, only a few alternative manufacturing facilities have the capability to assemble and test our most advanced and complex products, and if we are forced to engage such alternative manufacturing facilities, we may encounter difficulties and incur additional costs. Accordingly, we cannot guarantee that we will be able to manage the risks and challenges associated with our dependence on the AMPI Facility, and any failure to do so could have a material adverse effect on our business, financial condition and results of operations.

A significant portion of our net sales are generated through distributors, which subjects us to certain risks.

We sell our products worldwide through multiple sales channels, including through our direct sales force, distributors and independent sales representatives, which resell our products to numerous end customers. A significant portion of our net sales are made to distributors, which were approximately 5250.97%, 3952.39% and 3639.83% of our net sales in fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively, excluding our former distribution relationship with Sanken in Japan, which represented approximately 16.5% ~~and 19.4%~~ of our net sales in fiscal ~~years~~year 2023 ~~and 2022, respectively~~. Sales to our largest, non-affiliated distributor accounted for 109.23%, 10.82%, and 1110.08% of our net sales in fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. The impairment or termination of our relationships with our distributors, or the failure of these parties to diligently sell our products, could materially and ~~comply~~adversely ~~with~~affect ~~applicable~~our ~~laws~~ability to generate revenue and ~~regulations~~profits. Additionally, ~~could~~if ~~materially~~our distributors are unable to accurately forecast end customer demand for our products, we may purchase more or fewer parts than necessary or incur costs for canceling, postponing or expediting delivery of parts. Our purchases or commitments to purchase inventory are based on, among other things, our distributors’ forecasts of end customer demand. We have experienced, and ~~adversely~~may ~~affect~~in the future experience, situations where such demand does not materialize as forecasted, where inventory is rendered obsolete by the rapid pace of technological change, or where customers reduce, delay, or cancel orders. Some of these factors have resulted in, and may in the future result in, excess or obsolete inventory charges. Conversely, if we need to rapidly increase our ~~ability~~business and manufacturing capacity to ~~generate~~meet ~~revenue~~increases in our distributors’ forecasted demand, this could strain our manufacturing and ~~profits~~supply chain operations and negatively impact our working capital. Because our distributors control the relationships with end customers, if our relationship with any distributor ends, we could also lose our relationships with their customers. In addition, because our distributors do not sell our products exclusively, they may focus their sales efforts and resources on other products that produce better margins or greater commissions for them or are incorporated into a broader strategic relationship with one of their other suppliers. Because we do not control the sales representatives and other employees of our distributors, we cannot guarantee that our sales processes, regulatory compliance and other priorities will be consistently communicated and executed. ~~In addition~~Further, we may not have staff in one or more of the locations covered by our distributors, which makes it particularly difficult for us to monitor their performance. ~~While~~Despite weour ~~may~~efforts ~~take steps~~ to mitigate ~~the~~ risks associated with noncompliance by our distributors, there remains a risk that they will not comply with regulatory requirements or our requirements and policies. Actions by ~~the~~ sales representatives and other employees of our distributors could result in flat or declining sales in a given geographic area, reputational harm to ~~our~~us ~~Company~~ or our products, or legal liability, any of which could have a material adverse effect on our business, financial condition and results of operations. In addition to the risk of losing customers, the operation of local laws and our agreements with our distributors could make it difficult for us to replace a distributor we feel is underperforming.

Events beyond our control impacting us, our key suppliers or our manufacturing partners could have an adverse effect on our business, financial condition, results of operations and cash flows.

Our ability to make, transport and sell products in coordination with our suppliers, customers (including OEMs), distributors and third-party manufacturers or other subcontractors is critical to our success. Damage or disruption to either our or our key suppliers or manufacturing partners’ supply, manufacturing or distribution capabilities resulting from weather, freight carrier availability, ~~any potential effects of climate change,~~ natural disaster, disease, fire, explosion, cyber-attacks, terrorism, pandemics, epidemics or other outbreaks of infectious disease, strikes, civil unrest, repairs or enhancements at facilities manufacturing or distributing our products or other reasons could impair our ability to manufacture, sell, and deliver products on a timely basis or at all. Climate change may also increase the frequency or intensity of certain of these risks~~. For more information~~, ~~see~~as ~~our~~well ~~risk~~as ~~factor~~contribute ~~titled~~to ~~“Climate~~various ~~change~~chronic ~~presents~~changes ~~physical,~~(such ~~transition~~as ~~and~~sea-level ~~litigation~~rise ~~risks~~or ~~that~~changes ~~could disrupt our business operations and force us~~ to ~~incur~~meteorological ~~increased costs~~ and ~~expenses,~~hydrological ~~which~~patterns) ~~could~~that ~~have~~may aresult ~~material~~in ~~adverse~~similar ~~effect on our business, financial condition, results of operations and liquidity~~risks.”

Other companies in our industry may be affected differently by natural disasters or other disruptions depending on the location and concentration of their suppliers, operations and customers. In addition, many of our competitors are larger companies with more substantial financial and other resources and, as a result, may be better able to plan for, withstand or otherwise mitigate the effects of any such disruption. While we may take steps to plan for or address the occurrence of any such event, we cannot guarantee that we will be successful. Our failure to take adequate steps to reduce the likelihood or mitigate the potential impact of such events, or to effectively manage such events if they occur, particularly when a wafer or packaging component is sourced from a limited number of locations or suppliers, could adversely affect our business, financial condition, results of operations and cash flows and/or require additional resources to restore our supply chain.

2223

suppliers, could adversely affect our business, financial condition, results of operations and cash flows and/or require additional resources to restore our supply chain.

If we fail in a timely and cost-effective manner to develop new product features or new products that address customer preferences and achieve market acceptance, our operating results could be adversely affected.

Our customers ~~are~~seek ~~constantly seeking~~ new products with more features and functionality at a lower cost, and our success relies heavily on our ability to continue to develop and market to our customers new and innovative products and improvements of existing products, including those that may incorporate, or are based or developed using, software or artificial intelligence technologies. In order to respond to new and evolving customer demands, achieve strong market share and keep pace with new technological, processing and other developments, we must ~~constantly~~continually introduce new and innovative products into the market. Although we strive to respond to customer preferences and industry expectations in the development of our products, we may not be successful in developing, introducing or commercializing any new or enhanced products on a timely basis or at all. Further, if initial sales volumes for new or enhanced products do not reach anticipated levels within the time periods we expect, we may be required to engage in additional marketing efforts to promote such products and the costs of developing and commercializing such products may be higher than we predict. Moreover, new and enhanced products may not perform as expected. We may encounter lower manufacturing yields and longer delivery schedules in commencing volume production of new products that we introduce, which could increase costs and disrupt supply of such products.

A fundamental shift in technologies, particularly one that impacts magnetic or power ICs, the regulatory climate or demand patterns and preferences in our existing product markets or the product markets of our customers or end-users could make our current products obsolete or more expensive relative to alternatives, prevent or delay the introduction of new products or enhancements to our existing products or render our products irrelevant to our customers’ needs. If our new product development efforts fail to align with the needs of our customers, including due to circumstances outside of our control, such as a fundamental shift in the product markets of our customers and end users or regulatory changes, our business, financial condition and results of operations could be materially and adversely affected.

We may not be able to effectively manage our growth, and we may need to incur significant expenditures to address the additional operational and control requirements of our growth, either of which could harm our business and operating results.

Ongoing growth requires continued expansion of our operational, engineering, accounting and financial systems, procedures, controls and other internal management systems. This may require substantial managerial and financial resources, and our efforts in this regard may not be successful. Our current systems, procedures and controls may not be adequate to support future operations. Unless our growth results in an increase in our revenues that is proportionate to the increase in our costs associated with this growth, our operating margins and profitability will be adversely affected. Failure to adequately manage our growth, improve our operational, financial and management information systems, or effectively motivate and manage new and future employees could adversely affect our business, financial condition and results of operations.

We depend on growth in the end markets that use our products. Any slowdown in the growth of these end markets could adversely affect our financial results.

Our continued success will depend in large part on general economic growth and growth within our target markets in the automotive and industrial sectors. Factors affecting these markets, including reductions in sales of our customers’ products, deterioration of our customers’ financial condition, insufficient customer resources dedicated to promoting and commercializing their products, the inability of our customers to adapt to changing technological demands, design flaws in customer products, the effects of catastrophic and other disruptive events, and increased supply chain, manufacturing or production costs could seriously harm our customers and, as a result, harm us. Any slowdown in the growth of these end markets could adversely affect our financial results. For example, a significant element of our growth strategy depends on the increasing adoption of (i) HEVs and EVs, which are expected to have higher sensor and power product content, and (ii) our products in the industrial market, which have applications in clean energy and EV charging, both of which we anticipate will benefit from a transition to lower emission vehicles and clean energy. If anticipated demand in the end market for these vehicles and products does not materialize or if widespread adoption takes longer than we project, it would adversely affect demand for our products from customers and impact our ability to execute our growth strategy.

The loss of one or more significant end customers could have a material adverse effect on our business and results of operations.

~~During~~The ~~fiscal year 2024, no end customer, including those served through our distributors, exceeded 10% of our net sales. However, the~~ loss of or a significant reduction in business with aone or more significant end ~~customer~~customers, particularly in the automotive market, could have a material adverse effect on our net sales and, in turn, on our overall business, financial condition and results of operations.

Our competitive position could be adversely affected if we are unable to meet customers’ quality requirements.

Semiconductor IC suppliers must meet increasingly stringent quality standards of certain OEMs and customers, particularly for automotive applications. While our quality performance to date has generally met these requirements, we may experience problems in achieving acceptable quality results in the manufacture of our products, particularly in connection with production of new products or adoption of a new manufacturing process. Our failure to achieve acceptable quality levels could adversely affect our business results.

The nature of the design win process requires us to incur expenses without any guarantee that research and development efforts will generate net sales, which could adversely affect our financial results.

We focus on winning competitive bid selection processes, called “design wins,” to develop products for use in our customers’ products. These lengthy selection processes may require us to incur significant expenditures and dedicate valued engineering resources to the development of new products without any assurance that we will achieve design wins. If we incur such expenditures and fail to be selected in the bid selection process, our operating results may be adversely affected. Further, because of the significant costs associated with qualifying new suppliers, customers are likely to use the same or an enhanced version of semiconductor products from existing suppliers across a number of similar and successor products for a lengthy period of time. As a result, if we fail to secure an initial design win for any of our products to a customer, we may lose the opportunity to make future sales of those products to that customer for a significant period of time or at all and experience an associated decline in net sales relating to those products. This phenomenon is typical in the automotive market. Failure to achieve initial design wins may also weaken our position in future competitive selection processes because we may not be perceived as an industry leader.

Even if we succeed in securing design wins for our products, we may not generate timely or sufficient net sales or margins from those wins and our financial results could suffer.

After incurring significant design and development expenditures and dedicating engineering resources to achieve a single initial design win for a product, a substantial period of time generally elapses before we generate meaningful net sales relating to such product, if at all. The reasons for this delay include, among other things: changing customer requirements, resulting in an extended development cycle for the product; delay in the ramp-up of volume production of the customer’s products into which our solutions are designed; delay or cancellation of the customer’s product development plans; competitive pressures to reduce our selling price for the product; the discovery of design flaws, defects, errors or bugs in the products; lower than expected customer acceptance of solutions designed for customer’s products; lower than expected market acceptance of customers’ products; and higher manufacturing costs than anticipated. If we do not continue to achieve design wins in the short term, we may not be able to achieve expected net sales levels associated with these design wins. If we experience delays in achieving such sales levels, our operating results could be adversely affected. Moreover, even if a customer selects our product, we cannot guarantee that this will result in any sales of our products, as the customer may ultimately change or cancel its product plans, or our customer’s efforts to market and sell its product may not be successful.

Changes in government trade policies, including the imposition of export restrictions and tariffs, could limit our ability to sell products to certain customers or limit demand from certain customers, which may materially and adversely affect our sales and results of operations.

The U.S. or foreign governments may take administrative, legislative or regulatory action that could materially interfere with our ability to sell products in certain countries and/or to certain customers, particularly in China. For example, the United States and China have imposed export restrictions related to certain semiconductors and a number of tariffs and other restrictions on items imported or exported between the United States and China and have proposed imposing additional tariffs. We cannot predict what actions may ultimately be taken with respect to export restrictions, tariffs or trade relations between the United States and China or other countries, what products may be subject to such actions, or what actions may be taken by the other countries in retaliation. The institution of export restrictions and trade tariffs both globally and between the United States and China specifically carries the risk of negatively impacting China’s overall economic condition, which could have negative repercussions for our business since Greater China accounted for the highest percentage of the Company’s total net sales in any one country in the fiscal year 2024.

Warranty claims, product liability claims and product recalls could harm our business, results of operations and financial condition.

~~reserves,~~Our orability ato ~~requirement that we participate in a product recall~~identify, ~~could~~enter ~~have~~and ~~adverse~~expand ~~effects on our business results. Further,~~ in ~~the~~new ~~future,~~markets itmay ~~is possible that we will not~~ be ~~able~~unsuccessful, ~~to obtain insurance coverage in the amounts~~ and ~~for the risks we seek at policy costs and terms we desire. Additionally, if~~ our ~~products~~investments ~~fail to perform as expected or such failure of our products results~~ in athese ~~recall,~~opportunities ~~our~~may ~~reputation~~not ~~may~~generate beexpected ~~damaged~~returns, which could ~~make it more difficult for us to sell our products to existing and prospective customers and could materially and~~ adversely affect our business, ~~results of operations~~ and financial ~~condition~~results.

As part of our growth strategy, we seek to expand our addressable markets by identifying and entering both new geographic markets and increasing and expanding the number and types of applications our products can be used in. For example, we are exploring opportunities and increasing investment to pursue opportunities in applications such as artificial intelligence, medical devices and robotics, and in geographic markets where we have not historically had a strong presence. Our future success depends in part on our ability to successfully identify these opportunities, make the necessary investments to pursue them, overcome marketing and technological challenges, and ultimately generate and expand revenue and achieve appropriate margins from these efforts.

Our ability to generate significant revenue from new markets and applications for our products will depend on various factors, including: the development and growth rate of these markets; the ability of our technologies and product solutions to address the specific needs, price and performance requirements of customers and end users in these markets; our ability to provide solutions that offer advantages in terms of performance, quality, reliability, and value-added features compared with alternative solutions and competitive offerings; the ability to adapt to market conditions, distribution channels, and customer relationships that may be unfamiliar to us; the timely and efficient completion of product development, manufacturing, assembly, and test processes suitable for these markets; and the effectiveness of our marketing, sales, and support efforts in these new areas.

Many potential customers in these markets may have well-established relationships with competitive suppliers. Our ongoing success will require us to offer compelling alternatives at competitive costs. The markets for certain of these products may develop slower than anticipated, or not at all, or could utilize competing technologies. If we are unable to adapt rapidly to these new conditions, or if we fail to timely introduce new products or penetrate these markets successfully, our investments may not generate expected returns, our sales growth could be impeded, and our business, financial condition, and results of operations could be materially and adversely affected.

The nature of the design win process requires us to incur expenses without any guarantee that research and development efforts will generate net sales, and even if design wins are secured, such design wins may not generate timely or sufficient net sales or margins, which could adversely affect our financial results.

We focus on winning competitive bid selection processes, called “design wins,” to develop products for use in our customers’ products. Our future sales are highly dependent on our continued success at winning design mandates. These lengthy selection processes may require us to incur significant expenditures and dedicate valued engineering resources to the development of new products without any assurance that we will achieve design wins. If we incur such expenditures and fail to be selected in the bid selection process, our operating results may be adversely affected. Further, because of the significant costs associated with qualifying new suppliers, customers are likely to use the same or an enhanced version of semiconductor products from existing suppliers across a number of similar and successor products for a lengthy period of time. As a result, if we fail to secure an initial design win for any of our products to a customer, we may lose the opportunity to make future sales of those products to that customer. Failure to achieve initial design wins may also weaken our position in future competitive selection processes because we may not be perceived as an industry leader.

Even if we succeed in securing design wins, we may not generate timely or sufficient net sales or margins from those wins, as a substantial period of time generally elapses before we generate meaningful net sales relating to such products for which we secure design wins, if such sales are realized at all. The reasons for this delay may include: changing customer requirements, resulting in an extended development cycle for the product; delay in the volume production ramp up of customer products into which we design solutions; delay or cancellation of customers’ product development plans; competitive pressures to reduce our product selling price; the discovery of product design flaws, defects, errors or bugs; lower than expected customer acceptance of solutions designed for customers’ products; lower than expected market acceptance of customers’ products; and higher manufacturing costs than anticipated. If we do not continue to achieve design wins in the short term, we may not be able to achieve expected net sales levels associated with these design wins. If we experience delays in achieving such sales levels, our operating results could be adversely affected. Moreover, even if a customer selects our product, we cannot guarantee that this will result in any sales of our products, as the customer may ultimately change or cancel its product plans, or our customers’ efforts to market and sell its product may not be successful.

Changes in government trade policies, including the imposition of export restrictions and tariffs or retaliatory measures in response to such actions, could limit our ability to sell products to certain customers or limit demand from certain customers, which may materially and adversely affect our sales and results of operations.

The U.S. or foreign governments may take or threaten to take administrative, legislative or regulatory action that could materially interfere with our ability to sell products in certain countries and/or to certain customers, particularly in China. For example, the United States and China have imposed export restrictions related to certain semiconductors and a number of tariffs and other restrictions on items imported or exported between the United States and China and may propose or threaten to impose additional tariffs in the future. We cannot predict what actions may ultimately be taken with respect to export restrictions, tariffs or trade relations between the United States and China or other countries, what products may be subject to such actions, or what actions may be taken by the other countries in retaliation. The institution of export restrictions and trade tariffs both globally and between the United States and China specifically carries the risk of negatively impacting China’s overall economic condition, which could have negative repercussions for our business since Greater China accounted for the highest percentage of the Company’s total net sales in any one country in fiscal year 2025.

In addition, since we manufacture our products outside the United States, new or increased tariffs on certain goods imported into the United States, if adopted, could have a disproportionate impact on our business and make our products more expensive and less competitive in domestic markets. Furthermore, changes in U.S. trade policy could trigger retaliatory actions by affected countries, which could impose restrictions on our ability to do business in or with affected countries or prohibit, reduce or discourage purchases of our products by foreign customers, leading to increased costs of components contained in our products, increased costs of manufacturing our products, and higher prices for our products in foreign markets. For example, there are risks that the Chinese government may require the use of local suppliers in place of non-Chinese suppliers like us, compel companies that do business in China to partner with local companies to conduct business and provide incentives to government-backed local customers to buy from local suppliers. Moreover, changes in tariffs and trade restrictions can be announced with little or no advance notice. The adoption and expansion of tariffs or other trade restrictions, increasing trade tensions, or other changes in governmental policies related to taxes, tariffs, trade agreements or policies, are difficult to predict, which makes attendant risks difficult to anticipate and mitigate. Furthermore, changes in U.S. foreign policy or trade agreements may impact our supply chain, manufacturing and distribution of our products, as suppliers face increased costs and logistical challenges, which could result in delays in product delivery and increased inventory costs. Changes in, and responses to, U.S. trade policy could reduce the competitiveness of our products and cause our sales to decline, which could materially and adversely impact our business, financial condition and results of operations.

Warranty claims, product liability claims and product recalls could harm our business, results of operations and financial condition.

We face an inherent business risk of exposure to warranty and product liability claims if products fail to perform as expected or any such failure is alleged to result in bodily injury, death, and/or property damage. In addition, if any of our designed products are alleged to be defective, we may be required to participate in their recalls. Some OEMs expect suppliers to warrant their products for longer periods of time and are increasingly looking to them for contribution when faced with product liability claims or recalls. For example, some of our products are used in automotive safety systems, the failure of which could lead to injury or death. We carry various commercial liability policies, including umbrella/excess policies which provide some protection against product liability exposure. However, a successful warranty or product liability claim against us in excess of our available insurance coverage and established reserves, or a requirement that we participate in a product recall, could have adverse effects on our business results. Further, in the future, it is possible that we will not be able to obtain insurance coverage in the amounts and for the risks we seek at policy costs and terms we desire. Additionally, if our products fail to perform as expected or such failure of our products results in a recall, our reputation may be damaged, which could make it more difficult for us to sell our products to existing and prospective customers and could materially and adversely affect our business, results of operations and financial condition.

Our dependence on international customers and operations also subjects us to a range of other additional regulatory, operational, financial and political risks that could adversely affect our financial results.

For fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, approximately 8587.82%, 8685.68% and 8586.96%, respectively, of our net sales were to customers outside of the United States. In addition, a substantial majority of our products are assembled and tested at facilities outside of the United States. Our principal assembly and test facility is located in the Philippines at our AMPI Facility. We also rely on several other wafer fabrication manufacturing partners located throughout Asia. Any conflict or uncertainty in this region, including public health or safety concerns or natural disasters, could have a material adverse effect on our business, financial condition and results of operations. Moreover, conducting business outside the United States subjects us to a number of additional risks and challenges, including:

•

changes in a specific country’s or region’s political, regulatory or economic conditions;

•

a pandemic, epidemic or other outbreak of an infectious disease, which may cause us or our distributors, vendors and/or customers to temporarily suspend operations in the affected city or country;

•

compliance with a wide variety of domestic and foreign laws, regulations and ~~regulations~~policies (including those of municipalities or provinces where we have operations) and unexpected changes in those laws and regulatory requirements, including uncertainties regarding taxes, social insurance contributions and other payroll taxes and fees to governmental entities, tariffs, quotas, export controls, export licenses and other trade barriers or restrictions, and climate-related laws and regulations;

•

unanticipated restrictions on our ability to sell to foreign customers where sale of products and provision of services may require export licenses or are prohibited by government action, unfavorable foreign exchange controls and currency exchange rates;

•

the risk of substantial penalties and litigation related to violations of a wide variety of laws, treaties and regulations, including labor regulations and anti-corruption regulations ~~(including the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act)~~;

•

difficulties and costs of staffing and managing international operations across different geographic areas and cultures;

•

potential political, legal and economic instability, armed conflict, and civil unrest in the countries in which we and our customers, suppliers and contract manufacturers are located, such as macroeconomic weakness related to trade and political disputes between the United States and China, tensions across the Taiwan Strait, the current conflict between Russia and Ukraine and the ongoing conflict in the Middle East;

•

difficulty and costs of maintaining effective data security;

•

inadequate protection of intellectual property;

•

transportation and other supply chain delays and disruptions;

•

nationalization and expropriation;

•

restrictions on the transfer of funds to and from foreign countries, including withholding taxes and other potentially negative tax consequences;

•

unfavorable and/or changing foreign tax treaties and policies; and

•

increased exposure to general market and economic conditions outside of the U.S.

These factors, individually or in combination, could impair our ability to effectively operate one or more of our foreign facilities or deliver our products, result in unexpected and material expenses, or cause an unexpected decline in the demand for our products in certain countries or regions. Our failure to manage the risks and challenges associated with our international business and operations could have a material adverse effect on our business. For example, ~~Russia’s~~the ~~invasion~~military ofconflict ~~Ukraine~~between ~~has~~Israel ~~led~~and toHamas ~~sanctions,~~and ~~export~~the ~~controls~~potential ~~and~~for ~~other~~regional ~~penalties~~expansion; ~~being~~any ~~levied~~deterioration byin the ~~United~~relations ~~States,~~between ~~European~~Taiwan ~~Union~~and China, and other ~~countries~~factors ~~against~~affecting ~~Russia~~military, ~~Belarus,~~political ~~the~~or ~~Crimea~~economic ~~region~~conditions ofin ~~Ukraine,~~Taiwan ~~the~~or ~~so-called~~elsewhere ~~Donetsk~~in ~~People’s~~Asia; ~~Republic,~~ and the ~~so-called~~continuing ~~Luhansk~~military ~~People’s~~conflict ~~Republic.~~between ~~Russian~~Ukraine ~~military actions~~ and ~~the~~Russia, ~~resulting~~as ~~sanctions~~well ~~could~~as ~~adversely affect~~ the ~~global~~financial ~~economy~~ and ~~financial~~trade-related ~~markets.~~restrictions ~~Any~~associated ~~Russian~~with ~~response~~Russia ~~could~~and ~~also~~Belarus ~~disrupt~~and ~~commercial~~economic ~~and~~sanctions ~~financial~~on ~~transactions.~~certain ~~Further~~individuals ~~conflict~~and ~~between~~entities ~~Ukraine~~in Russia and ~~Russia~~Belarus, could adversely impact the global supply chain, disrupt our operations and/or our customers’ operations, negatively impact the demand for our products in our primary end markets or lead to an increase in cyberattacks and espionage.

End-user demand for certain HEVs, EVs and green energy products often depends on the availability of rebates, tax credits and other financial incentives. The reduction, modification, expiration or elimination of such government economic incentives could reduce end-user demand and thus affect our customers’ demand for our products.

The U.S. federal government, some state and local governments, as well as foreign governments provide certain incentives to end-users and purchasers of certain HEVs, EVs and green energy products in the form of rebates, tax credits and other financial incentives. End-users often rely on these governmental rebates, tax credits and other financial incentives to significantly lower the purchase price of these products. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy. For example, in January 2025, the United States released an executive order instructing the federal government to consider eliminating “unfair subsidies and other ill-conceived government-imposed market distortions that favor EVs over other technologies and effectively mandate their purchase.” Additionally, lawmakers may pass laws levying additional taxes on EVs to offset lost gas tax revenues. Any slowdown in end-user demand for our products as a result of such changes to these incentives could adversely affect our business, financial condition and results of operations.

25We may lose sales if we are unable to obtain government authorization to export certain technology for our products, and we will be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations.

~~purchase~~Exports ~~price~~to certain manufacturers of ~~these~~technology relating to our products are subject, or could be subject in the future, to export controls imposed by the U.S. ~~However~~government and administered by the U.S. Departments of State and Commerce. In certain instances, these ~~incentives~~regulations may ~~expire~~require onpre-shipment authorization from the administering department. For products subject to the Export Administration Regulations, administered by the Department of Commerce’s Bureau of Industry and Security, the requirement for a ~~particular~~license ~~date~~is dependent on the type and end use of the product, the final destination, the identity of the end ~~when~~user and whether a license exception might apply. Products developed and manufactured in our foreign locations are subject to export controls of the ~~allocated~~applicable ~~funding~~foreign isnation. ~~exhausted~~Obtaining export licenses can be difficult, orcostly and time-consuming, and we may not always be ~~reduced~~successful in obtaining necessary export licenses. Our failure to obtain required import or ~~terminated~~export asapproval afor ~~matter~~our ofproducts ~~regulatory~~or limitations on our ability to manufacture or ~~legislative~~sell ~~policy~~our products imposed by these laws may harm our international and domestic revenues. ~~Any~~Noncompliance ~~slowdown~~with these laws could have negative consequences, including government investigations, penalties and reputational harm. The absence of comparable restrictions on competitors in ~~end-user~~other ~~demand~~countries may adversely affect our competitive position. Failure to obtain export licenses for technology relating to our products asor ahaving ~~result~~one or more of ~~such~~our ~~changes~~customers tobe ~~these~~restricted ~~incentives~~from receiving exports from us could significantly reduce our net sales and materially and adversely affect our business, financial condition and results of operations.

WeOur ~~will~~business ~~lose~~could ~~sales~~be ifnegatively weaffected ~~are~~as ~~unable~~a toresult ~~obtain government authorization to export certain~~ of ~~our~~unsolicited ~~products,~~acquisition ~~and we will be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations~~proposals.

~~Exports~~In ofthe ~~certain~~past ofwe ~~our~~have ~~products~~received ~~and other products are subject~~unsolicited, ornon-binding ~~could~~proposals beto ~~subject~~acquire ~~in the future~~us, towhich ~~export~~our ~~controls~~Board ~~imposed~~carefully byconsidered ~~the~~in ~~U.S.~~consultation ~~government~~with ~~and~~our ~~administered~~independent byfinancial ~~the U.S. Departments of State~~ and ~~Commerce.~~legal ~~In certain instances, these regulations may require pre-shipment authorization from the administering department~~advisors. ~~For~~Responding ~~products subject~~ to ~~the~~such ~~Export Administration Regulations~~proposals, ~~administered~~even byif ~~the~~they ~~Department~~are ofultimately ~~Commerce’s~~rejected, ~~Bureau~~is ofcostly ~~Industry~~ and ~~Security~~time-consuming, ~~the~~disrupting ~~requirement~~to ~~for~~our aoperations ~~license is dependent on the type~~ and ~~end~~diverts ~~use of~~ the ~~product,~~attention ~~the final destination, the identity~~ of ~~the~~management ~~end user~~ and ~~whether~~our ~~a license exception might apply~~employees. ~~Products~~These ~~developed~~activities ~~and~~lead ~~manufactured in our foreign locations are subject~~ to ~~export~~uncertainty ~~controls~~among ofour ~~the applicable foreign nation. Obtaining export licenses can be difficult~~customers, ~~costly and time-consuming~~employees, and webusiness ~~may~~partners ~~not~~regarding ~~always be successful in obtaining necessary export licenses. Our failure to obtain required import or export approval for~~ our ~~products~~future ordirection, ~~limitations~~resulting onin ~~our~~lost ~~ability~~business toopportunities, ~~export~~difficulties orin ~~sell~~attracting ~~our products imposed by these laws may harm our international~~ and ~~domestic~~retaining ~~revenues.~~qualified ~~Noncompliance with these laws could have negative consequences~~personnel, ~~including government investigations, penalties~~ and ~~reputational~~challenges ~~harm. The absence of comparable restrictions on competitors~~ in ~~other~~maintaining ~~countries~~key ~~may~~business ~~adversely affect our competitive position~~relationships. ~~Failure~~Furthermore, tospeculation ~~obtain~~about ~~export~~potential ~~licenses~~acquisitions ~~for~~causes ~~our~~volatility ~~products~~in ~~or having one or more of~~ our ~~customers~~stock beprice, ~~restricted~~which ~~from receiving exports from us~~ could ~~significantly~~also ~~reduce~~disrupt our ~~net~~ability ~~sales~~to ~~and~~access ~~materially~~the ~~and~~capital ~~adversely~~markets ~~affect~~for ~~our~~financing ~~business, financial condition and results of operations~~purposes.

Changing currency exchange rates may adversely affect our business, financial condition, results of operations and cash flows.

We have operations and assets in the U.S. as well as foreign jurisdictions and we prepare our consolidated financial statements in U.S. dollars, but a portion of our earnings and expenditures are denominated in other currencies. WeTherefore, ~~therefore~~we must translate our foreign assets, liabilities, revenue and expenses into U.S. dollars at applicable exchange rates. Consequently, fluctuations in the value of foreign currencies relative to the U.S. dollar may negatively affect the value of these items in our financial statements. In addition, since many of our sales in foreign jurisdictions are denominated in U.S. dollars, a decrease in the value of foreign currencies relative to the U.S. dollar may effectively increase the price of our products in the currency of the jurisdiction in which the sale took place and may result in our products becoming too expensive for non-U.S. customers who do not conduct their business in U.S. dollars. Furthermore, currency exchange rates ~~have~~can ~~been~~be ~~especially~~ volatile ~~in the recent past~~, and such currency fluctuations may make it difficult for us to predict our results of operations. It is possible that government policy changes and uncertainty about such changes could increase currency exchange rate fluctuations. If we fail to manage our foreign currency exposure adequately, we may suffer losses in the value of our net foreign currency investment, and our business, financial condition, results of operations and cash flows may be negatively affected.

Our ability to raise capital in the future may be limited and could prevent us from executing our growth strategy.

Our ability to operate and expand our business depends on the availability of adequate capital, which in turn depends on cash flow generated by our business and the availability of borrowings under our credit facilities and other debt, equity or other applicable financing arrangements. We believe that our existing cash resources and our access to the capital markets will be sufficient to finance our continued operations, growth strategy, and planned capital expenditures for at least the next 12 months. However, we have based this estimate on our current operating plans and expectations, which are subject to change, and cannot assure you that our existing resources will be sufficient to meet our future liquidity needs. We may require additional capital to respond to business opportunities, challenges, acquisitions or other strategic transactions and/or unforeseen circumstances. The timing and amount of our working capital and capital expenditure requirements may vary significantly depending on numerous factors, including: market acceptance of our products; the need to adapt to changing technologies and technical requirements; the existence of opportunities for expansion; and access to and availability of sufficient management, technical, marketing and financial personnel. In addition, it is possible that government policy changes and uncertainty about such changes could increase market volatility, which may lead to adverse changes in the availability, terms and cost of capital.

If our capital resources are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity securities or debt securities or obtain debt financing. The sale of additional equity securities or convertible debt securities would result in additional dilution to our stockholders. Additional debt would result in increased expenses and could result in covenants that would restrict our operations and our ability to incur additional debt or engage in other capital-raising activities. Interest rates have ~~risen~~remained ~~significantly~~elevated over the last ~~several~~year ~~months~~ and may ~~continue~~remain toelevated or rise, making the cost of incurring new debt obligations more expensive to the Company. WeThere ~~have not made arrangements to obtain additional financing, and there~~ is no assurance that financing, if required, will be available in amounts or on terms acceptable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow and support our business and respond to business opportunities and challenges could be significantly limited.

Our indebtedness may limit our flexibility to operate our business and adversely affect our financial health and competitive position.

As of March 2928, ~~2024~~2025, we had $~~249~~345.40 million in aggregate principal amount of debt outstanding under our ~~2023~~2025 ~~Term~~Refinanced ~~Loan~~Loans ~~Facility~~ (as defined herein), no debt outstanding under our ~~2023~~revolving ~~Revolving~~credit ~~Credit~~facility ~~Facility~~ and $~~224~~256.0 million of additional borrowings available thereunder. To service this indebtedness, and any additional indebtedness or other long-term obligations we may incur in the future, we need to generate sufficient levels of cash from our operating activities. Our ability to generate cash is subject, in part, to our ability to successfully execute our business strategy, as well as general economic, financial, competitive, regulatory and other factors beyond our control. We cannot assure you that our business will be able to generate sufficient levels of cash from operations or that future borrowings or other financings will be available to us in an amount sufficient to enable us to service our indebtedness and fund our other liquidity needs. To the extent we are required to use cash from operations or the proceeds of any future financing to service our indebtedness instead of funding working capital, capital expenditures or other general corporate purposes, we will be less able to plan for, or react to, changes in our business, industry and in the economy generally. This will place us at a competitive disadvantage compared to our competitors that have less indebtedness.

future, we need to generate sufficient levels of cash from our operating activities. Our ability to generate cash is subject, in part, to our ability to successfully execute our business strategy, as well as general economic, financial, competitive, regulatory and other factors beyond our control. We cannot assure you that our business will be able to generate sufficient levels of cash from operations or that future borrowings or other financings will be available to us in an amount sufficient to enable us to service our indebtedness and fund our other liquidity needs. To the extent we are required to use cash from operations or the proceeds of any future financing to service our indebtedness instead of funding working capital, capital expenditures or other general corporate purposes, we will be less able to plan for, or react to, changes in our business, industry and in the economy generally. This will place us at a competitive disadvantage compared to our competitors that have less indebtedness.

In addition, the agreements governing the Senior Secured Credit Facilities (as defined herein) contain, and any agreements evidencing or governing other future indebtedness may also contain, certain covenants that limit our and our restricted subsidiaries’ ability to engage in certain transactions that may be in our long-term best interests. Subject to certain limited exceptions, these covenants include 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 (as defined in the 2023 Revolving Credit Agreement) 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 in excess of $500,000. Our ability to comply with these covenants may be affected by events and factors beyond our control. If we were to breach one or more covenants, the administrative agent with the consent of, or at the request of, the holders of more than 50% in principal amounts of the loans and commitments, may terminate the commitments and accelerate the maturity of the loans and enforce certain other remedies. The occurrence of any of these events could have a material adverse effect on our business, financial condition and results of operations.

In addition, we may be able to incur significant additional indebtedness in the future. While the agreements governing our Senior Secured Credit Facilities generally restrict our and our restricted subsidiaries’ ability to incur additional indebtedness, these restrictions are subject to important and significant exceptions and limitations. Also, these agreements generally do not prohibit us from incurring obligations that do not constitute indebtedness as defined therein. To the extent that we incur additional indebtedness or such other obligations, the risks associated with our indebtedness described above could increase.

We depend on key and highly skilled personnel to operate our business, and if we are unable to retain our current personnel and hire additional personnel, our ability to develop and market our products could be harmed, which in turn could adversely affect our financial results.29

~~Our~~We ~~success~~depend ~~depends~~on tokey ~~a large extent upon the continued services of our executive officers, managers~~ and highly skilled personnel, ~~including our development engineers. From time~~ to ~~time,~~operate ~~there may be changes in~~ our ~~executive management team or other key personnel, which could disrupt our~~ business~~. Generally~~, ~~our employees are not bound by obligations that require them to continue to work for us for any specified period~~ and, ~~therefore,~~if ~~they~~we ~~could terminate their employment with us at any time. Moreover, our employees~~ are ~~generally~~unable ~~not subject~~ to ~~non-competition agreements. Given these limitations, we may not be able to continue to attract,~~ retain ~~and~~our ~~motivate~~current ~~the qualified~~ personnel ~~necessary for our business. In addition, we recruit from a limited pool of engineers with expertise in analog mixed-signal semiconductor design,~~ and ~~the~~hire ~~competition~~additional ~~for such~~ personnel, ~~can be intense. The loss of one or more of~~ our ~~executive~~ability ~~officers or other key personnel or our inability~~ to ~~locate~~achieve ~~suitable or qualified replacements could be significantly detrimental to~~ our ~~product~~long-term ~~development~~strategic ~~efforts~~business and ~~could have a material adverse effect on our business,~~ financial ~~condition~~objectives and ~~results~~execute ~~of operations. Increases in salaries in the markets in which we have employees have increased~~ our ~~labor~~business ~~costs~~plan ~~and~~could ~~made~~be ~~it more competitive to acquire talent. In addition~~harmed, wewhich must attract and retain highly qualified personnel, including certain foreign nationals who are not U.S. citizens or permanent residents, many of whom are highly skilled and constitute an important part of our U.S. workforce, particularly in ~~the~~turn ~~areas~~could of engineering and product development. Our ability to hire and retain these employees and their ability to remain and work in the U.S. are impacted by laws and regulations, as well as by procedures and enforcement practices of various government agencies. Changes in immigration laws, regulations or procedures may adversely affect our ~~ability to hire or retain such workers, increase our operating expenses and negatively impact our ability to deliver our products and services, any of which would adversely affect our business,~~ financial ~~condition and~~ results ~~of operations~~.

Our success depends upon the continued services of our executive officers, managers and skilled personnel, including our development engineers. From time to time, including over the past year, we have experienced changes in our executive management team and other key personnel, which is disruptive to our business. Generally, our employees, including executive management are not bound by obligations that require them to continue to work for us for any specified period and, therefore, they could terminate their employment with us at any time. Moreover, our employees, including executive management are generally not subject to non-competition agreements. Given these limitations, we may not be able to continue to attract, retain and motivate the qualified personnel necessary for our business. In addition, we recruit from a limited pool of engineers with expertise in analog mixed-signal semiconductor design, and the competition for such personnel can be intense. Our future performance depends on the continued services and continuing contributions of our executive management to execute our business plan and to identify and pursue new opportunities and product innovations. The loss of one or more of our executive officers or other key personnel or our inability to locate suitable or qualified replacements could be significantly detrimental to our operations or product development efforts and could have a material adverse effect on our business, financial condition and results of operations. In addition, we must attract and retain highly qualified personnel, including certain foreign nationals who are not U.S. citizens or permanent residents, many of whom are highly skilled and constitute an important part of our U.S. workforce, particularly in the areas of engineering and product development. Our ability to hire and retain these employees and their ability to remain and work in the U.S. are impacted by laws, regulations and policies as well as by procedures and enforcement practices of various government agencies. Changes in immigration laws, regulations, policies or procedures may adversely affect our ability to hire or retain such workers, increase our operating expenses and negatively impact our ability to deliver our products and services, any of which would adversely affect our business, financial condition and results of operations.

Our business and operating results could be harmed as the result of undertaking restructuring activities.

We have initiated and implemented strategies to reduce costs, including workforce reductions and office closures, in the past two years, and incurred related restructuring costs in anticipation of realizing cost savings in the future. We may not realize, in full or in part, the anticipated benefits, savings and improvements from the reductions of our workforce and other restructuring activities if our revenue and profits decline beyond our current projections. Any future restructuring would require substantial management time and attention and may divert management from other important work. If we are unable to effectively manage or efficiently implement these strategies and/or restructuring initiatives, we may not realize the expected operational efficiencies and cost savings of such strategies and initiatives, and our operating results and financial condition would be adversely affected as a result.

Risks Related to our Information Technology, Intellectual Property, and Data Security and Privacy

If we are unable to protect our proprietary technology and inventions ~~through patents~~, our ability to compete successfully and our financial results could be adversely impacted.

We seek to protect our proprietary technology and inventions, particularly those relating to the design of our products, through the use of patents. As of March 2928, ~~2024~~2025, we owned 1,~~910~~942 active patents, including ~~934~~966 ~~active~~ U.S. patents (with expiration dates between ~~2024~~2025 and ~~2042~~2043), with an additional ~~471~~487 pending patent applications, including ~~214~~252 U.S. patent applications. Maintenance of patent portfolios, particularly outside of the U.S., is expensive, and the process of seeking patent protection is lengthy and costly. While we intend to maintain our ~~current~~patents ~~portfolio~~supporting ofour ~~patents~~products and to continue to prosecute our currently pending patent applications and file future patent applications when appropriate, the value of these actions may not exceed their expense. Existing patents and those that may be issued from any pending or future applications may be subject to challenges, invalidation or circumvention, and the rights granted under our patents may not provide us with meaningful protection or any commercial advantage. In addition, the protection afforded under the patent laws of one country may not be the same as that in other countries. This means, for example, that our right to exclusively commercialize a product in those countries where we have patent rights for that product can vary on a country-by-country basis. We also may not have the same scope of patent protection in every country where we do business. Additionally, it is difficult and costly to monitor the use of our intellectual property. It may be the case that our intellectual property is already being infringed, and infringement may occur in the future without our knowledge. The difficulty and failure to identify any violations of our intellectual property rights could materially and adversely affect our business, financial condition and result of operations and hurt our competitive advantage.

27Additionally, we seek to protect our proprietary technology and inventions, particularly those relating to our manufacturing processes, as trade secrets. Under the trade secret laws of both the United States and applicable non-U.S. countries, protection of our proprietary information as trade secrets requires us to take steps to prevent unauthorized disclosure to third parties or misappropriation by third parties. While we require our officers, employees, consultants, distributors, and existing and prospective customers and collaborators to sign confidentiality agreements and take various security measures to protect unauthorized disclosure and misappropriation of our trade secrets, we cannot assure or predict that these measures will be sufficient. The semiconductor industry is generally subject to high employee turnover, so the risk of trade secret misappropriation may be amplified. If any of our trade secrets are subject to unauthorized disclosure or are otherwise misappropriated by third parties, our competitive position may be materially and adversely affected.

issued from any pending or future applications may be subject to challenges, invalidation or circumvention, and the rights granted under our patents may not provide us with meaningful protection or any commercial advantage. In addition, the protection afforded under the patent laws of one country may not be the same as that in other countries. This means, for example, that our right to exclusively commercialize a product in those countries where we have patent rights for that product can vary on a country-by-country basis. We also may not have the same scope of patent protection in every country where we do business. Additionally, it is difficult and costly to monitor the use of our intellectual property. It may be the case that our intellectual property is already being infringed and infringement may occur in the future without our knowledge. The difficulty and failure to identify any violations of our intellectual property rights could materially and adversely affect our business, financial condition and result of operations and hurt our competitive advantage.31

If we are unable to protect our proprietary technology and inventions through trade secrets, our competitive position and financial results could be adversely affected.

We seek to protect our proprietary technology and inventions, particularly those relating to our manufacturing processes, as trade secrets. In the United States, trade secrets are protected under the federal Economic Espionage Act of 1996 and the Defend Trade Secrets Act of 2016 (the “Defend Trade Secrets Act”), and under state law, with many states having adopted the Uniform Trade Secrets Act (the “UTSA”) and several of which that have not. In addition to these federal and state laws inside the United States, under the World Trade Organization’s (“WTO”) Trade Related-Aspects of Intellectual Property Rights Agreement, trade secrets are to be protected by WTO member states as “confidential information.” Under the UTSA and other trade secret laws, protection of our proprietary information as trade secrets requires us to take steps to prevent unauthorized disclosure to third parties or misappropriation by third parties. In addition, the full benefit of the remedies available under the Defend Trade Secrets Act requires specific language and notice requirements present in the relevant agreements, which may not be present in all of our agreements. While we require our officers, employees, consultants, distributors, and existing and prospective customers and collaborators to sign confidentiality agreements and take various security measures to protect unauthorized disclosure and misappropriation of our trade secrets, we cannot assure or predict that these measures will be sufficient. The semiconductor industry is generally subject to high employee turnover, so the risk of trade secret misappropriation may be amplified. If any of our trade secrets are subject to unauthorized disclosure or are otherwise misappropriated by third parties, our competitive position may be materially and adversely affected.

Our ability to compete successfully depends in part on our ability to commercialize our products without infringing the patent, trade secret or other intellectual property rights of others.

ToOur ~~the~~competitors ~~same~~and ~~extent~~other ~~that~~third weparties actively seek to protect ~~our~~their technology and inventions with patents and trade secrets~~, our competitors and other third parties do the same for their technology and inventions~~. We have no means of knowing the content of patent applications filed by third parties until they are published. It is also difficult and costly to continuously monitor the intellectual property portfolios of our competitors to ensure our technologies do not violate the intellectual property rights of any third parties.

Patent assertion entities are common in the semiconductor industry, which is characterized by frequent litigation regarding patent and other intellectual property rights. From time to time, we receive communications from third parties that allege that our products or technologies infringe their patent or other intellectual property rights., ~~As the Company grows~~ and ~~its profile and visibility increases,~~ we may receive more or similar communications in the future. Lawsuits or other proceedings resulting from allegations of infringement could subject us to significant liability for damages, invalidate our proprietary rights and adversely affect our business. In the event that any third party succeeds in asserting a valid claim against us or any of our customers, we could be forced to do one or more of the following: discontinue selling, importing or using certain technologies that contain the allegedly infringing intellectual property, which could cause us to stop manufacturing certain products; seek to develop non-infringing technologies, which may not be feasible; incur significant legal expenses; pay substantial monetary damages to the party whose intellectual property rights we may be found to be infringing; and/or seek licenses for the infringed technology that may not be available on commercially reasonable terms, if at all.

If a third party causes us to discontinue the use of any of our technologies, we could be required to design around those technologies. This could be costly and time-consuming and could have an adverse effect on our financial results. Any significant impairments of our intellectual property rights from any litigation we face could materially and adversely impact our business, financial condition, results of operations and our ability to compete in our industry.

WeCybersecurity incidents that we or our critical third-party service providers ~~may~~experience ~~be subject to disruptions or breaches of our information technology systems that~~ could irreparably damage our reputation and business, ~~expose us to liability~~ and materially ~~and adversely~~ affect our operating results and financial condition.

We rely on computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations (collectively, “IT Systems”) that are critical to our business. We own and manage some of these IT systems but also rely on third parties for a range of IT Systems and other products and services. In conducting our business, we also routinely collect and store sensitive data, including proprietary technology and information and personal information related to our business and our customers, suppliers and business partners, as well as proprietary technology and information owned by our customers (collectively, “Confidential Information”). The secure processing, maintenance and transmission of this Confidential Information is critical to our operations and business strategy.

28We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information. We and our third-party service providers are exposed to a range of cyberattack vectors, including computer viruses, malware (including ransomware), illegal hacking, criminal fraud or impersonation, acts of vandalism or terrorism, employee or contractor error or malfeasance, social engineering or phishing, or software-related errors, bugs or other vulnerabilities. Security measures that we, our third-party service providers, and our customers have implemented cannot detect or prevent all cybersecurity attacks, disruptions or security breaches. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information. Further, any integration of artificial intelligence in our or any third party’s operations, products or services is expected to pose new or unknown cybersecurity risks and challenges.

WeThreat face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information. We or our third-party service providers may be subject to IT System disruptions or breaches or compromises to Confidential Information caused by cyberattacks, computer viruses, malware (including ransomware), illegal hacking, criminal fraud or impersonation, acts of vandalism or terrorism, employee or contractor error or malfeasance, social engineering or phishing, or software related errors, bugs or other vulnerabilities. Security measures that we, our third-party service providers, and our customers have implemented may not detect or prevent such disruptions or security breaches. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information. Further, any integration of artificial intelligence in our or any third party’s operations, products or services could pose new or unknown cybersecurity risks and challenges. Cyberattacks are expected to accelerate on a global basis in both frequency and magnitude, and threat actors are increasingly sophisticated inand using techniques and tools that circumvent controls, evade detection, and remove forensic evidence, which means that weeffectively ~~and our third-party providers may be unable to anticipate~~anticipating, ~~contain~~containing orand ~~recover~~recovering from ~~future~~ attacks orand incidents in a timely ~~or effective~~ manner. Inis ~~addition,~~and ~~the~~will ~~increase~~continue ~~in global remote working dynamics presents additional opportunities for threat actors~~ to ~~engage~~be ~~in social engineering (for example~~challenging, ~~phishing)~~ and tomay ~~exploit~~require ~~vulnerabilities in non-corporate networks. The costs to~~ us to ~~reduce~~incur ~~the~~material ~~risk of or alleviate cybersecurity attacks, breaches and vulnerabilities could be significant~~costs. Any ~~type~~attack, ~~of security~~ breach, ~~attack~~ or misuse of ~~data~~Confidential Information, whether experienced by us or ana ~~associated~~ third-party service provider or in our supply chain, could materially harm our reputation orby ~~deter~~deterring existing or prospective customers from using our products and applications, ~~increase~~increasing our operating expenses in order to contain and remediate the incident, ~~expose~~exposing us to unbudgeted or uninsured liability, ~~disrupt~~disrupting our operations, ~~divert~~diverting management focus away from other priorities, ~~increase~~increasing our ~~risk~~regulatory ofand ~~regulatory~~litigation ~~scrutiny~~(including class action) exposure, and/or ~~result~~resulting in the imposition of material penalties and fines under state, federal and foreign laws. Moreover, any such compromise of our information security or IT Systems could result in the misappropriation or unauthorized publication of our Confidential Information or that of other parties with which we do business, an interruption in our operations, the unauthorized transfer of cash or other of our assets, the unauthorized release of customer or employee data or a violation of privacy or other laws. In addition, computer programmers and hackers may be able to develop and deploy viruses, worms and other malicious software programs that attack our products, or that otherwise exploit any security vulnerabilities, and any such attack, if successful, could expose us to liabilities for customer claims, regulatory investigations and fines, litigation (including class actions), and increased costs of remediation and compliance. Any of the foregoing could irreparably damage our reputation and business, which could have a material adverse effect on our results of operations. While we maintain various insurance policies, we cannot be certain that any or all cybersecurity or privacy-related losses or costs will be covered in whole or in part by our policies.

We are subject to governmental regulation and other legal obligations, particularly related to privacy, data protection and information security, and consumer protection laws across different markets where we conduct our business. Our actual or perceived failure to comply with such obligations could harm our business.

In the United States and other jurisdictions in which we operate, we are subject to various consumer protection, data privacy and information security laws and related regulations. These laws and regulations impose significant compliance requirements in relation to our IT Systems and Confidential Information, and in some instances, ~~may~~ expose us to private rights of action and statutory damages for certain types of events. IfA weserious ~~are~~breach ~~found~~of ~~to have breached any~~ such laws or regulations ~~in any such jurisdiction, we~~ may beexpose ~~subject to investigations and enforcement actions that require~~ us to ~~change~~material ~~our business practices in a manner, which may negatively impact our revenue, as well as exposure to~~ litigation, fines, civil and/or criminal penalties, ~~and~~ adverse publicity ~~that~~resulting ~~could~~in ~~cause~~significant ~~our~~customer ~~customers~~loss, toand/or ~~lose~~require ~~trust in~~ us, ~~negatively~~to ~~impacting~~change our ~~reputation and~~ business practices in a manner that ~~harms~~materially impacts our financial ~~position~~condition. As a U.S.-based company operating in many countries around the world, we are subject not only to U.S. federal and varying U.S. state privacy, data protection, information security, and consumer protection laws and regulations, but also to numerous foreign laws and regulations, including the EU General Data Protection Regulation and the Data Security Law of the People’s Republic of China. Complying with these laws and regulations is costly and time-consuming, and as these laws and regulations are being interpreted broadly and in potentially conflicting ways by global regulators, we are subject to increased compliance obligations and regulatory scrutiny, litigation and reputational risks, which could have a material adverse impact on our operations and financial results. Additionally, restrictions on the collection, use, sharing or disclosure of personal information or additional requirements and liability for security and data integrity could require us to modify our solutions and features, possibly in a material manner, and limit our ability to develop new products and features.

Risks Related to Regulatory Compliance

Our failure to comply with the large body of laws and regulations to which we are subject could have a material adverse effect on our business and operations.

We are subject to regulation by various governmental agencies in the United States and other jurisdictions in which we operate. These laws and regulations include: antitrust regulatory activities; consumer protection laws; artificial intelligence, data privacy and cybersecurity laws; import/export regulatory activities; product safety regulatory activities; worker health and safety; environmental protection; employment matters; and tax and other regulations in each of the areas in which we conduct business. In certain jurisdictions, regulatory requirements in one or more of these areas may be more stringent than inor inconsistent with those of the United States, which could force us to incur greater compliance costs, while also exposing us to increased litigation or other risks. Any material increase in our costs as a result could have a material adverse effect on our business, financial condition, results of operations and liquidity. In the area of employment matters, noncompliance with applicable regulations or requirements could subject us to investigations, sanctions, enforcement actions, fines, damages, penalties, or injunctions. In certain instances, former employees have brought claims against us, and we expect that we will encounter similar actions against us in the future. An adverse outcome in any such litigation could require us to pay damages, attorneys’ fees and costs. These enforcement actions could harm our reputation, business, financial condition and results of operations. If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, financial condition and results of operations could be materially and adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees.

29Our failure to comply with applicable anti-corruption and anti-bribery laws could subject us to penalties and other adverse consequences.

~~against~~Anti-bribery usand anti-corruption laws in ~~the~~jurisdictions ~~future.~~in Anwhich ~~adverse~~we ~~outcome~~do inbusiness ~~any~~generally ~~such~~prohibit ~~litigation~~companies ~~could~~and ~~require~~their usintermediaries from making improper payments to ~~pay~~government ~~damages,~~officials ~~attorneys’~~for ~~fees~~the ~~and~~purpose ~~costs~~of obtaining or retaining business. These ~~enforcement~~laws ~~actions~~and ~~could~~regulations ~~harm~~can ~~our~~be ~~reputation,~~subject ~~business,~~to ~~financial~~varying ~~condition~~interpretations and ~~results~~enforcement practices, increasing the risk of ~~operations~~unintentional non-compliance. IfOur ~~any~~policies ~~governmental~~mandate ~~sanctions~~compliance ~~are~~with ~~imposed,~~these oranti-bribery iflaws, and we dotrain ~~not~~our ~~prevail~~staff inon ~~any~~anti-bribery ~~possible~~laws ~~civil~~and have established procedures and controls to monitor internal and external compliance. However, there can be no assurance that our internal controls and procedures will protect us from reckless or criminal ~~litigation,~~acts committed by our ~~business~~employees or agents, ~~financial~~nor ~~condition~~do ~~and~~we ~~results~~have third-party attestation to the effectiveness of ~~operations~~our ~~could~~internal becontrols ~~materially~~related ~~and~~to ~~adversely~~fraud ~~affected~~and corruption. InThere ~~addition,~~can ~~responding~~be tono ~~any~~guarantee ~~action~~that our efforts will ~~likely~~prevent violations or allegations of violations, which could result in acostly ~~significant~~investigations, ~~diversion~~civil ofor ~~management’s~~criminal ~~attention~~penalties, and ~~resources~~reputational damage and anwhich ~~increase~~could inhave ~~professional~~a ~~fees~~material adverse effect on our business and operating results.

Our failure to comply with the Foreign Corrupt Practices Act, other applicable anti-corruption and anti-bribery laws, and applicable economic and trade sanctions and export control laws could subject us to penalties and other adverse consequences.33

We have extensive international operations, and a substantial portion of our business, particularly with respect to our manufacturing processes and sales network, is conducted outside of the United States. Our operations are subject to the U.S. Foreign Corrupt Practices Act (the “FCPA”), as well as the anti-corruption and anti-bribery laws in the countries where we do business. The FCPA prohibits covered parties from offering, promising, authorizing or giving anything of value, directly or indirectly, to a “foreign government official” with the intent of improperly influencing the official’s act or decision, inducing the official to act or refrain from acting in violation of lawful duty, or obtaining or retaining an improper business advantage. The FCPA also requires publicly traded companies to maintain records that accurately and fairly represent their transactions, and to have an adequate system of internal accounting controls. In addition, other applicable anti-corruption laws prohibit bribery of domestic government officials, and some laws that may apply to our operations prohibit commercial bribery, including giving or receiving improper payments to or from non-government parties, as well as so-called “facilitation” payments. In addition, we are subject to U.S. and other applicable economic and trade sanctions and export control laws and regulations that restrict with whom we may transact business, including the economic and trade sanctions enforced by the U.S. Treasury, Office of Foreign Assets Control and export control laws and regulations administered and enforced by the U.S. Department of Commerce.

Though we maintain policies, internal controls and other measures reasonably designed to promote compliance with applicable anti-corruption and anti-bribery laws and regulations, and certain safeguards designed to ensure compliance with U.S. economic and trade sanctions and export control laws, our employees or agents may nevertheless engage in improper conduct for which we might be held responsible. Any violations of these laws or regulations, or even allegations of such violations, can lead to an investigation and/or enforcement action, which could disrupt our operations, cause significant management distraction, and lead to significant costs and expenses, including legal fees. If we, or our employees or agents acting on our behalf, are found to have engaged in practices that violate these laws and regulations, we could suffer severe fines and penalties, profit disgorgement, injunctions on future conduct, securities litigation, bans on transacting government business, delisting from securities exchanges and other consequences that may have a material adverse effect on our business, financial condition and results of operations. In addition, our reputation, our net sales or our stock price could be adversely affected if we become the subject of any negative publicity related to actual or perceived violations of anti-corruption, anti-bribery or economic or trade sanctions or export control laws and regulations.

In order to comply with environmental and occupational health and safety laws and regulations, we may need to modify our activities or incur substantial costs, and such laws and regulations, including any failure to comply with such laws and regulations, could subject us to substantial costs, liabilities, obligations and fines, or require us to have our suppliers alter their processes.

The semiconductor industry is subject to a variety of international, federal, state, local and non-U.S. laws and regulations governing pollution, environmental protection and occupational health and safety, including those relating to hazardous and toxic materials, product composition, and the investigation and cleanup of contaminated sites, including sites we currently or formerly owned or operated, due to the release of hazardous materials, regardless of whether we caused such release. In addition, we may be strictly liable for joint and several costs associated with investigation and remediation of sites at which we have arranged for the disposal of hazardous wastes if such sites become contaminated, even if we fully comply with applicable environmental laws and regulations. Failure to comply with such laws and regulations could subject us to significant fines or other civil or criminal costs, obligations, sanctions or property damage or personal injury claims, or suspension of our facilities’ operating permits. Compliance with current or future environmental and occupational health and safety laws and regulations could restrict our ability to expand our business or require us to modify processes or incur other substantial expenses which could harm our business. In the event of an incident involving hazardous materials, we could be liable for damages, and such liability could exceed the amount of any liability insurance coverage and the resources of our business. In addition, in the event of the discovery of contaminants or the imposition of clean up obligations for which we are responsible, we may be required to take remedial or other measures which could have a material adverse effect on our business, financial condition and results of operations. In response to environmental concerns, some customers and government agencies impose requirements for the elimination and/or labeling of hazardous substances, such as lead (which is widely used in soldering connections in the process of semiconductor packaging and assembly), in electronic equipment, as well as requirements related to the take-back of products discarded by customers. For example, the EU adopted its RoHS, which prohibits, with specified exceptions, the sale in the EU market of electrical and electronic equipment containing more than agreed levels of lead or other hazardous materials, and China has enacted similar regulations. ~~Environmental~~Globally, environmental and occupational health and safety laws and regulations have tended to become more stringent over time, causing a need to redesign technologies, imposing greater compliance costs and increasing risks and penalties associated with violations, which could seriously harm our business.

Risks Related to Ownership of Our Common Stock

Our principal stockholder, Sanken, has substantial control over us, which could limit your ability to influence the outcome of key transactions, including a change of control, and otherwise affect the prevailing market price of our common stock.

Our principal stockholder, Sanken, beneficially owns, in the aggregate, approximately 51.0% of our outstanding common stock as of March 29, 2024. The Stockholders’ Agreement gives Sanken (for so long as Sanken beneficially owns at least 5% of our common stock) certain rights with respect to the composition of our board of directors (the “Board”), including certain rights to designate members of our Board. As a result, Sanken and its affiliates have significant influence over the management and affairs of our Company, as well as the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and the approval of significant corporate transactions, including any merger, consolidation or sale of all or substantially all of our assets and the issuance or redemption of equity interests in certain circumstances. The interests of Sanken may not always align with, and in some cases may conflict with, our interests and the interests of our other stockholders. For instance, Sanken could attempt to delay or prevent a change in control of our Company, even if such change in control would benefit our other stockholders, which could deprive our other stockholders of an opportunity to receive a premium for their common stock. This concentration of ownership may also affect the prevailing market price of our common stock due to investors’ perceptions that conflicts of interest may exist or arise. As a result, this concentration of ownership may not be in your best interests.

Provisions in our Certificate of Incorporation and Bylaws and under the DGCL contain anti-takeover provisions that could prevent or discourage a takeover.

Provisions in our Certificate of Incorporation and our Bylaws may discourage, delay or prevent a merger, acquisition or other change in control of our Company that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, because our Board is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board. Among other things, these provisions include those establishing a classified board of directors with three-year staggered terms, no cumulative voting in director elections, the ability of the Board to authorize the issuance of preferred stock and the terms of such preferred stock, a two-thirds vote of stockholders to amend or repeal our bylaws or amend the provisions of our Certificate of Incorporation regarding the election and removal of directors, the approval of a majority of the Board to call a special meeting of stockholders, and advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to be acted upon at an annual meeting or special meeting of stockholders. In addition, we have opted out of Section 203 of the DGCL, but our Certificate of Incorporation provides that engaging in any of a broad range of business combinations with any “interested” stockholder (any stockholder with 15% or more of our voting stock (subject to certain exceptions)) for a period of three years following the date on which the stockholder became an “interested” stockholder is prohibited, subject to certain exceptions.

General Risks

We could be subject to changes in tax rates or the adoption of new tax legislation, whether in or out of the United States, or could otherwise have exposure to additional tax liabilities, which could adversely affect our results of operations or financial condition.

As a multinational business, we are subject to income and other taxes in both the U.S. and various foreign jurisdictions. Changes to tax laws or regulations in the jurisdictions in which we operate, or in the interpretation of such laws or regulations, could significantly increase our effective tax rate ~~(“ETR”)~~ and reduce our cash flow from operating activities, and otherwise have a material adverse effect on our financial condition. For example, in October 2021, a global consortium of countries agreed to establish a new framework for international tax reform, including a new global minimum tax of 15% (“Pillar Two Minimum Tax”). In December 2022, European Union member states voted unanimously to implement rules for the Pillar Two Minimum Tax and gave member states until December 31, 2023 to implement such rules into national legislation. Many member states have enacted minimum tax legislation and others, including non-EU members, are considering law changes in the near term. In general, if a jurisdiction has an ETR below the 15%, the Pillar Two Minimum Tax may impute an additional alternative minimum “top-up tax.” The Company ~~will~~is be subject to the Pillar Two Minimum Tax rules ~~starting in fiscal year 2025~~. If Pillar Two proposals are enacted into law in the U.S. or other countries in which we operate, it is possible that such proposals could increase our tax uncertainty and may adversely affect our provision for income taxes in the future. The Financial Accounting Standards Board (“FASB”) considers the Pillar Two Minimum Tax an alternative minimum tax ~~(“AMT”)~~; therefore, deferred tax assets and liabilities are not recognized or adjusted for any estimated future effects. In addition, other factors or events, including business combinations and investment transactions, changes in the valuation of our deferred tax assets and liabilities, adjustments to taxes upon finalization of various tax returns or as a result of deficiencies asserted by taxing authorities, increases in expenses not deductible for tax purposes, changes in available tax credits, changes in transfer pricing methodologies, other changes in the apportionment of our income and other activities among tax jurisdictions, and changes in tax rates, could also increase our ETR and/or valuation of our deferred tax assets and liabilities.

Our tax filings are subject to review or audit by the U.S. Internal Revenue Service (the “IRS”) and state, local and foreign taxing authorities. We exercise significant judgment in determining our worldwide provision for taxes and, in the ordinary course of our business, there may be transactions and calculations where the proper tax treatment is uncertain. We may also be liable for taxes in connection with businesses we acquire. Our determinations are not binding on the IRS or any other taxing authorities, and accordingly the final determination in an audit or other proceeding may be materially different than the treatment reflected in our tax provisions, accruals and returns. An assessment of additional taxes because of an audit could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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~~business,~~Failure ~~there~~to ~~may~~comply ~~be transactions and calculations where the proper tax treatment is uncertain. We may also be liable for taxes in connection~~ with ~~businesses~~requirements weto ~~acquire.~~maintain ~~Our~~effective ~~determinations~~internal ~~are~~control ~~not~~over ~~binding~~financial onreporting the IRS or any other taxing authorities, and accordingly the final determination in an audit or other proceeding may be materially different than the treatment reflected in our tax provisions, accruals and returns. An assessment of additional taxes because of an audit could have a material adverse effect on our business, ~~financial condition, results of operations~~ and ~~cash~~stock ~~flows~~price.

~~Failure~~We have significant requirements for financial reporting and internal controls. If we are unable to ~~comply~~maintain ~~with~~appropriate ~~requirements~~internal financial reporting controls and procedures, it could cause us to ~~design~~fail to meet our reporting obligations on a timely basis, ~~implement~~result in material misstatements in our consolidated financial statements and ~~maintain~~adversely ~~effective~~affect our operating results. In addition, we are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), to furnish a report by our management on, among other things, the effectiveness of our internal control over financial reporting. ~~could~~This ~~have~~assessment aneeds to include disclosure of any material ~~adverse~~weaknesses ~~effect~~identified onby our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation and testing. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. In addition, pursuant to Section 404, we are required to include in the annual reports that we file with the SEC an attestation report on our internal control over financial reporting issued by our independent registered public accounting firm, and ~~stock~~the ~~price~~costs and burdens of complying with Section 404 could be significant.

As a publicly traded company, we have significant requirements for enhanced financial reporting and internal controls. If we are unable to maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and adversely affect our operating results. In addition, we are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), to furnish a report by our management on, among other things, the effectiveness of our internal control over financial reporting. This assessment needs to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation and testing. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. In addition, pursuant to Section 404, we are required to include in the annual reports that we file with the SEC an attestation report on our internal control over financial reporting issued by our independent registered public accounting firm, and the costs and burdens of complying with Section 404 could be significant.

Sustained inflation could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Inflation rates in the markets in which we operate have ~~increased~~remained elevated, and this may continue toin ~~rise.~~the ~~Inflation~~future ~~over~~or ~~the~~inflation ~~last~~rates ~~several~~may ~~quarterly~~increase. ~~periods~~Inflation has ~~led~~caused and may continue to cause us to experience higher costs, including higher labor costs, wafer and other costs for materials from suppliers, and transportation and energy costs. ~~Our~~In response to inflation, our suppliers have raised their prices and may continue to raise prices, and in the competitive markets in which we operate, and we may not be able to make corresponding price increases to preserve our gross margins and profitability. If inflation rates ~~continue~~remain toelevated ~~rise~~ or ~~remain~~rise ~~elevated~~ for a sustained period of time, they could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Climate change presents ~~physical, transition and litigation~~ risks that could disrupt our business operations and force us to incur increased costs and expenses, which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our business and operations are highly dependent on our ability to utilize key physical locations for the design, manufacture, assembly and testing of our products, particularly our AMPI Facility and the facilities utilized by our third-party wafer fabrication partners. Natural disasters and severe weather events could damage our or our suppliers’ facilities or interrupt operations at or transportation to and from these facilities, which could result in delays in our ability to sell our products that would negatively impact our net sales, potentially damage our customer relationships and our reputation, and may have a material adverse effect on our business, financial condition and results of operations. Additionally, natural disasters and severe weather events in the markets in which we operate, as well as various chronic climatic changes, could cause economic hardships and a reduction in the demand for our products.

~~While~~We our anticipated future growth is highly dependent on the adoption of HEV and EV powertrain vehicles, which have increased sensor and power product content, and our products in the industrial market which have applications in clean energy and EV charging, both of which we anticipate will benefit from a transition to lower emission vehicles and clean energy, we are subject to transition risks as the world moves away from fossil fuels. Regulation, outside pressure from stakeholders or necessity could force us to incur greater costs in the future to invest in green technology for use in our operations, or retrofit existing equipment with technology that is more environmentally friendly, while also exposing us to greater compliance costs and litigation risks. These same or similar factors and risks apply to our manufacturing partners and suppliers, who could pass their increased transition costs on to us by charging us higher prices. Any material increase in costs as a ~~result~~series of arisks ~~transition~~related to aESG ~~reduced carbon economy could have a material adverse effect on our business, financial condition, results of operations and liquidity~~matters.

There is increased scrutiny from various stakeholders regarding companies’ management of climate change, human capital, and various other ESG matters. We engage in various initiatives (such as disclosures, policies, and targets) to manage such matters and address stakeholder expectations; however, such initiatives can be costly and may not have the desired effect. For example, many of our initiatives leverage methodologies, standards, and data that are complex and continue to evolve, including being subject to factors that in instances are outside of our control. As with other companies, our approach to such matters also evolves, and we cannot guarantee that our approach will align with the expectations or preferences of any particular stakeholder. Moreover, various stakeholders have different, and at times conflicting, expectations. For example, evolving environmental, climate, and other ESG-related laws and regulations across the United States and other jurisdictions do not fully align and may be inconsistent in their application and interpretation, which could increase the complexity and costs of compliance as well as any associated litigation or enforcement risks. Certain jurisdictions have also sought to constrain companies’ consideration of such matters. Both proponents and opponents of such matters are increasingly resorting to activism, including litigation, to advance their perspectives. Addressing stakeholder expectations and regulatory requirements entails costs, and any failure to successfully navigate such matters may result in reputational harm, loss of customers or contracts, regulatory or investor engagement, or other adverse impacts to our business. Many of our customers, suppliers, and other stakeholders are subject to similar expectations, which may augment or create additional risks.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Key elements of our cybersecurity risk management program ~~includes~~include:

•

risk assessments designed to help identify material cybersecurity risks to our critical systems and information;

•

a formal IT ~~Risk~~risk ~~Register~~register documenting and mitigating identified risks, reviewed by management on a quarterly basis;

•

a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

•

the regular use of external service providers to independently assess and test security posture, as well as to otherwise assist with aspects of our security processes on an as needed basis;

•

cybersecurity awareness training of our employees, including incident response personnel and senior management;

•

a written cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents;

•

periodic tabletop exercises conducted by outside counsel ~~periodically~~ to evaluate our incident response plan and response capabilities; and

•

a third-party risk management process for key service providers based on our assessment of their criticality to our operations and respective risk profile.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, which have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors—Risks Related to our Information Technology, Intellectual Property, and Data Security and Privacy.”

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (the “Committee”) oversight of risk assessment and risk management, including cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program.

The Committee receives periodic reports from management on our cybersecurity risks. In addition, management updates the Committee, where it deems appropriate, regarding cybersecurity incidents it considers to be significant or potentially significant. These presentations may cover a range of topics, including:

•

the current cybersecurity landscape and emerging threats;

•

progress on cybersecurity projects;

•

incident reports;

•

lessons learned from past events; and

•

adherence to regulatory requirements and/or industry standards, as appropriate.

The Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also periodically receives briefings from management on our cyber risk management program. Board members receive presentations on cybersecurity topics from our Chief Digital and Information Officer.

Our management team, including our Chief Digital and Information Officer and General Counsel, ~~are~~is responsible for assessing and managing our material risks from cybersecurity threats. Our Chief Digital and Information Officer has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our Chief Digital and Information Officer has more than 30 years of experience in information technology, including prior experience in cybersecurity architecture. We have aan ~~diverse~~ information security team with varying backgrounds, years of experience and levels of information security certification.

Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel;, threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us;, and alerts and reports produced by security tools deployed in our IT environment.

3337

Item 2. Properties.

Manufacturing, Operations and Facilities

Our corporate headquarters is located in Manchester, New Hampshire, and we have a global footprint with 29 locations across four continents. Our operations are primarily conducted at the locations shown below. Our subsidiary, Allegro MicroSystems Philippines Inc. (“AMPI”), in Manila, Philippines, operates as our primary internal assembly and testing facility.

Facility	Facility Function	Facility Size	Status
Manila, Philippines	Manufacturing - Assembly, Test, Finish	Approximately 434,000 square feet	Owned
Muntinlupa City, Philippines	Research and Development, Administrative	Approximately 52,000 square feet	Leased (Five-year lease expires in 2028)
Manchester, New Hampshire	Corporate Headquarters, Research and Development, Administrative	Approximately 125,000 square feet	Owned
Marlborough, Massachusetts	Research and Development, Administrative	Approximately 52,000 square feet	Leased (10-year lease expires in 2028)

We also lease design and applications support centers in the Americas, Asia and Europe. Our decision to open and maintain additional design centers is based on several factors, including the ability to employ talented engineers at efficient costs and to better serve our local customer base.

Our manufacturing strategy consists of a combined internal and external sourcing strategy. This strategy enhances security of supply by providing both internal and external capacity throughout the manufacturing process, and has enabled us to reduce our capital requirements, reduce our fixed costs, obtain additional capacity to meet customer needs in periods of high demand and establish wafer process technology collaborations.

We have a fabless business model that provides us with enhanced security of supply and manufacturing flexibility. Our primary fab partners currently include UMC, PSL, ~~UMC~~Tower and TSMC. We have master service agreements with all primary foundry partners, and ~~some~~ we have also engaged in long-term supply agreements with some of our foundry partners.

The AMPI Facility is our primary internal assembly and testing facility for our sensor and power products, with packaging capabilities and quality standards that meet stringent automotive safety and reliability specification requirements. We also supplement the assembly capabilities of the AMPI Facility with subcontractors throughout Asia, and approximately 4745%, 5147% and 51% of our assembly was outsourced in fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

While our principal test operations are performed at the AMPI Facility, additional test capabilities are available at our Manchester, New Hampshire facility, and a small portion of testing is outsourced.

We are committed to manufacturing products of the highest quality and performance. We strive to have a “zero-defect” quality culture focused on meeting or exceeding demanding high-temperature automotive quality standards. We strive to comply with industry standards such as IATF 16949:2016 (the automotive sector-specific quality management system standard) and ISO 14001 (a voluntary standard for environmental management published by the International Standards Organization), and we also strive to comply with ISO 26262 ASIL product development standards, RoHS and similar environmental product requirements. Leading global automotive, industrial, and consumer manufacturers regularly audit our facilities for compliance with these standards, as well as with their own customer-specific standards. We are also members of the Responsible Business Alliance, the world’s largest industry coalition dedicated to corporate social responsibility in global supply chains and, in conjunction with our sustainability efforts, we participate in the CDP (formerly the Carbon Disclosure Project), a global environmental disclosure system designed to enable companies and governments to disclose and manage their carbon emissions.

Item 3. Legal Proceedings.

From time to time, we may be involved in claims, regulatory examinations or investigations and legal proceedings arising in the ordinary course of our business. The outcome of any such claims or proceedings, regardless of the merits, and the Company’s ultimate liability, if any, is inherently uncertain. These claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources.

We are not currently party to any material legal proceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is listed on the Nasdaq Global Select Market under the symbol “ALGM”.” As of May 2019, ~~2024~~2025, there were ~~193~~184,~~748~~901,~~130~~228 shares of our common stock held by approximately 128 holders of record, which does not include beneficial owners of common stock whose shares are held in the names of various securities brokers, dealers and registered clearing agencies.

Dividends

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and the repayment of outstanding debt. Therefore, we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future.

Stock Performance Graph

The following Stock Price Performance Graph and related information include comparisons required by the SEC. The ~~Graph~~graph does not constitute “soliciting material” and should not be deemed “filed” or incorporated by reference into any other filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate this information by reference into such filing.

The following line graph compares, for the ~~period~~past ~~beginning~~five ~~October 29~~years, ~~2020,~~ the ~~initial trading date of our common stock on the Nasdaq Global Select Market, and ending on March 29, 2024, the last day of our most recently completed fiscal year, the~~ cumulative total stockholder returns for our common stock, the Nasdaq Composite Index and the Philadelphia Semiconductor Index, and assumes reinvestment of any dividends. The stockholder return in the graph below is not necessarily indicative of, nor it is it intended to forecast, the potential future performance of our common stock, and we do not make or endorse any predictions as to future stockholder returns. We selected these comparative groups due to industry similarities and the fact that they include several direct competitors.

	Base Period
	Base Period October 29, 2020		March 26,2021		March 25,2022		March 31,2023		March 29,2024		March 28,2025
	October 29,2020		March 26,2021		March 25,2022		March 31,2023		March 29,2024
Allegro MicroSystems, Inc.	$	100.00	$	142.77	$	164.86	$	271.13	$	152.32	$	140.45
Allegro MicroSystems, Inc.	$	100.00	$	142.77	$	164.86	$	271.13	$	152.32
Nasdaq Composite Index	$	100.00	$	117.46	$	126.67	$	109.26	$	146.43	$	154.87
Nasdaq Composite Index	$	100.00	$	117.46	$	126.67	$	109.26	$	146.43
Philadelphia Semiconductor Index	$	100.00	$	136.02	$	154.37	$	141.48	$	214.80	$	187.63
Philadelphia Semiconductor Index	$	100.00	$	136.02	$	154.37	$	141.48	$	214.80

Recent Sales of Unregistered Securities and Use of Proceeds

None.

Use of Proceeds from Registered Securities

None.

Issuer Purchases of Equity Securities

None.

Item 6. Reserved.

3640

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes and other information included elsewhere in this Annual Report. In addition to historical data, this discussion contains forward-looking statements about our business, results of operations, cash flows, financial condition and prospects based on current expectations that involve risks, uncertainties and assumptions. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Forward-Looking Statements” included elsewhere in this Annual Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

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 “~~2024~~2025,” “fiscal year ~~2024~~2025” or similar references relate to the 52-week period ended March 2928, ~~2024~~2025. All references to “~~2023~~2024,” “fiscal year ~~2023~~2024” or similar references relate to the 5352-week period ended March 3129, ~~2023~~2024.

This section discusses items pertaining to and comparisons of financial results between ~~2024~~2025 and ~~2023~~2024. A discussion of ~~2022~~2023 items and comparisons between ~~2023~~2024 and ~~2022~~2023 financial results can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7. of the Company’s Annual Report on Form 10-K for the fiscal year ended March 3129, ~~2023~~2024, filed with the SEC on May 2523, ~~2023~~2024.

Overview

Allegro MicroSystems, Inc. is a leading global designer, developer, fabless manufacturer and marketer of sensor ICs and application-specific ~~analog~~ power ICs enabling the most ~~critical~~important emerging technologies in the automotive and industrial markets. WeWith ~~are~~the abroadest ~~leading~~portfolio ~~supplier~~ of magnetic sensor IC solutions ~~worldwide based on market share~~available, ~~driven~~and underpinned by our ~~market~~strong ~~leadership~~position in the automotive market, we are the leading magnetic sensor supplier worldwide based on market share. Our products are foundational to automotive and industrial electronic systems. Our sensor ICs enable our customers to precisely measure motion, speed, position and current, while our power ICs include high-temperature and high-voltage capable motor drivers, power management ICs, LED driver ICs and isolated gate drivers. We believe that our technology expertise, combined with our deep applications knowledge and strong customer relationships, enable us to develop solutions that provide more value to customers than typical ICs. Compared to a typical IC, our solutions are more integrated, intelligent and sophisticated for complex applications and easier for customers to use.

We are headquartered in Manchester, New Hampshire and have a global footprint with 29 locations across four continents. Our portfolio includes more than 1,~~000~~500 products, and we ship ~~over~~approximately 1.5 billion units annually to more than 10,000 customers worldwide. During fiscal years ~~2024~~2025 and ~~2023~~2024, we generated $~~1,049~~725.40 million and $~~973~~1,049.74 million in total net sales, respectively, with $~~152~~72.98 million in net loss, and $~~187~~152.59 million in net income, respectively.

Recent Initiatives to Improve Results of Operations

We implemented several initiatives during fiscal years ~~2023~~2024 and ~~2024~~2025 that were designed to improve our operating results during those fiscal years and going forward.

We continue our efforts to ~~implement~~leverage ~~initiatives~~our tofixed ~~improve~~costs ~~gross~~and operating margin, ~~which~~improvements. isEfficiencies ~~calculated~~may asbe ~~gross~~achieved ~~profit~~through ~~divided~~cost bystructure ~~total~~improvements, ~~net~~streamlining ~~sales.~~of ~~Our~~manufacturing ~~gross~~and ~~margin~~support ~~decreased~~processes, ~~from~~and 56further utilization of excess capacity.1% inThese ~~fiscal~~manufacturing ~~year~~efficiencies ~~2023~~may allow us to ~~54.8%~~leverage inhigher ~~fiscal~~volumes ~~year~~when ~~2024.~~demand ~~This~~increases ~~gross~~across ~~margin~~most ~~decrease~~of ~~was~~our aapplications, ~~result~~which would increase the absorption of our ~~product~~fixed ~~mix~~costs. Although these initiatives can result in gross margin and operating income improvements, aswe ~~well~~cannot asensure ~~the~~that ~~addition~~these oftrends ~~cost~~will ofoccur ~~goods~~or ~~sold~~continue ~~acquired~~over ~~from~~the ~~Crocus~~long-term.

~~With~~On ~~our~~August ~~efforts~~7, to2023, ~~leverage~~we ~~our~~entered ~~fixed~~into ~~costs~~an Agreement and ~~operating~~Plan ~~margin~~of ~~improvements,~~Merger we(the ~~have~~“Merger ~~attained~~Agreement”) ~~efficiencies~~by ~~through~~and ~~cost~~among ~~structure~~the ~~improvements~~Company, ~~streamlining~~Allegro MicroSystems, LLC, a Delaware limited liability company and wholly owned subsidiary of ~~manufacturing~~the Company (“AML”), Silicon Structures LLC, a Delaware limited liability company and ~~support~~wholly ~~processes~~owned subsidiary of AML (“Merger Sub”), Crocus, and ~~further~~NanoDimension ~~utilization~~Management Limited, as the representative of ~~excess~~the ~~capacity~~Crocus shareholders. ~~These~~Pursuant ~~manufacturing~~to ~~efficiencies~~the ~~allowed~~terms usand toconditions ~~leverage~~of ~~higher~~the ~~volumes~~Merger ~~with~~Agreement, ~~increasing~~on ~~demand~~October ~~across~~31, ~~most~~2023, ofMerger ~~our~~Sub ~~applications~~merged with and into Crocus, ~~while~~with ~~increasing~~Crocus continuing as the ~~absorption~~surviving corporation and as a wholly owned subsidiary of ~~fixed~~AML ~~costs~~(the “Transaction”). ~~Although~~Crocus ~~these~~was ~~initiatives~~subsequently ~~have~~merged ~~resulted~~into inAllegro ~~gross~~MicroSystems ~~margin~~France ~~and~~SAS, ~~operating~~a ~~income~~wholly ~~improvements~~owned ~~over~~subsidiary ~~the~~of ~~previous quarters~~AML, wewith ~~cannot~~Allegro ~~ensure~~MicroSystems ~~that~~France ~~these~~SAS ~~trends~~continuing ~~will~~as ~~continue~~the ~~over~~surviving corporation. The aggregate purchase price paid by the ~~long-term~~Company was $411.8 million in cash.

In September 2022, we completed the acquisition of Heyday, a privately held company specializing in compact, fully integrated isolated gate drivers that enable energy conversion in high-voltage gallium nitride and silicon carbide wide-bandgap semiconductor designs (the “Heyday Acquisition”). The Heyday Acquisition expanded our solutions for energy efficiency, including our market-leading current sensor solutions. Additionally, it significantly expanded Allegro’s addressable market for EV, solar inverters, EV charging infrastructure, network infrastructure, and broad-based market industrial applications.41

On ~~March~~October 3031, 2023, ~~the~~we ~~Company~~ entered into a ~~termination~~$250.0 ofmillion ~~the~~term ~~distribution~~loan ~~agreement~~maturing ~~with~~in ~~Sanken~~2030 (the “~~Termination~~2023 ~~Agreement~~Term Loan Facility”)., ~~The~~the ~~Termination~~proceeds ~~Agreement~~of ~~formally~~which ~~terminated~~were ~~the~~used ~~distribution~~to repay all outstanding term loans under our prior term loan agreement dated September 30, 2020, with Credit Suisse AG, Cayman Islands Branch, as ofadministrative ~~July~~agent, 5collateral agent, ~~2007~~and the other agents, byarrangers and ~~between~~lenders ~~the~~parties ~~Company~~thereto and ~~Sanken~~to finance, in part, the Transaction. The 2023 Term Loan Facility was executed as an incremental amendment to the revolving facility credit agreement dated June 21, 2023 (the “~~Distribution~~2023 Revolving Credit Agreement”) with Morgan Stanley Senior Funding, ~~effective~~Inc., ~~March~~as 31administrative agent, ~~2023~~collateral agent, ~~which~~a ~~provided~~letter ~~Sanken~~of ~~the~~credit ~~exclusive~~issuer ~~right~~and toa ~~distribute~~lender, and the ~~Company’s~~other ~~products~~agents, inlenders ~~Japan~~and letter of credit issuers parties thereto. InThe ~~connection~~2023 ~~with~~Term ~~the~~Loan ~~termination~~Facility amortized at a rate of ~~the~~0.25% ~~Distribution~~per ~~Agreement~~quarter, and, asthe ~~provided~~initial ~~for~~margin inapplicable to the 2023 Term Loan Facility was 2.75% for term SOFR-based loans and 1.75% for base rate loans.

37In February 2024, we initiated a realignment of resources associated with our photonics and advanced 3D imaging solutions business to refocus spending on other technologies. As a result of the change in strategy, we recorded impairment charges of $11.6 million in the fourth quarter of fiscal year 2024 related to intangible, and long-lived assets from our 2021 acquisition of Voxtel, Inc.

~~Termination~~On ~~Agreement~~July 23, ~~the~~2024, ~~Company~~we ~~made~~entered into a ~~one-time~~share ~~payment~~repurchase ofagreement ~~$5.0~~with ~~million~~Sanken (the “Share Repurchase Agreement”) pursuant to ~~Sanken~~which inwe ~~exchange~~agreed ~~for~~to ~~the~~repurchase ~~cancellation~~38,767,315 shares of ~~Sanken’s~~our ~~exclusive~~common ~~distribution~~stock ~~rights~~from Sanken in ~~Japan.~~a ~~Concurrent~~privately ~~with~~negotiated transaction at a price per share equal to the ~~Termination~~price ~~Agreement,~~per ~~Allegro~~share ~~MicroSystems,~~at ~~LLC,~~which athe ~~Delaware~~underwriters ~~limited~~in ~~liability~~a ~~company~~public ~~and~~underwritten ~~wholly~~equity ~~owned~~offering ~~subsidiary~~of shares of our common stock would purchase the ~~Company~~shares (the “~~AML~~Equity Offering”),. ~~and~~The ~~Sanken~~repurchase ~~also~~of ~~entered~~shares ~~into~~of acommon ~~short-term~~stock occurred in two separate closings, ~~nonexclusive~~with ~~distribution~~the ~~agreement~~first closing taking place after the closing of the Equity Offering (the “~~Short-Term~~First ~~Distribution Agreement~~Closing”) and athe ~~consulting~~second ~~agreement~~closing (the “~~Consulting~~Second ~~Agreement~~Closing”), ~~each~~occurring after the receipt of ~~which~~the ~~became~~proceeds ~~effective~~from onborrowings ~~April~~under 1,the Refinanced 2023 Term Loan Facility (as defined below). The ~~Short-Term~~First ~~Distribution~~Closing ~~Agreement~~of ~~provided~~the ~~for~~share repurchase was conditioned upon the ~~management~~closing of the Equity Offering and ~~sale~~certain other conditions, and the Second Closing of ~~Company~~the ~~product~~share ~~inventory~~repurchase ~~for~~was aconditioned ~~period~~upon the receipt of 24net ~~months~~proceeds of no less than $300.0 ~~Under~~million from incremental term loans under the Refinanced 2023 Term Loan Facility. Pursuant to the terms of the ~~Consulting~~Share Repurchase Agreement, Sanken ~~agreed~~reimbursed tous ~~continue~~for tothe ~~provide~~expenses ~~transition~~incurred ~~services~~by ~~for~~us ain ~~period~~connection ofwith ~~six~~the ~~months~~transactions tocontemplated aby ~~strategic~~the ~~customer~~Share asRepurchase ~~orders~~Agreement, ~~for~~and ~~the~~paid ~~customer~~a ~~were~~facilitation ~~transitioned~~fee ~~from~~of ~~Sanken~~$35.0 tomillion, ~~the~~which ~~Company,~~was ~~and~~recorded ~~the~~within ~~Company~~additional ~~agreed~~paid-in-capital towith ~~pay~~the ~~Sanken~~consolidated ~~for~~statements ~~providing~~of ~~these~~changes ~~transition~~in ~~services~~equity.

~~These~~To ~~agreements~~fund ~~facilitated~~ the ~~transition~~First ofClosing, ~~the~~we ~~distribution~~entered ofinto ~~our~~an ~~products~~underwriting inagreement ~~Japan~~(the ~~from~~“Underwriting ~~related~~Agreement”) ~~party~~with ~~distributor~~Barclays ~~sales~~Capital ~~through~~Inc. ~~Sanken to third-party distributors~~ and ~~direct~~Morgan ~~customers~~Stanley in& ~~Japan~~Co. ~~Additionally~~LLC, weas ~~invested~~representatives inof ~~expanding~~the ~~our~~several ~~operations~~underwriters in(the ~~Japan~~“Underwriters”), toon ~~directly~~July ~~manage~~24, ~~and~~2024, ~~service~~pursuant ~~our~~to ~~customers~~which inwe ~~that~~agreed ~~market~~to sell 25,000,000 ~~which~~shares ~~resulted~~of inour ~~increases~~common instock, ~~our~~to ~~cost~~the ofUnderwriters ~~goods~~at ~~sold~~a ~~and~~price ~~operating~~of ~~expenses~~$23.16 ~~The~~per ~~net~~share. ~~impacts~~Under the terms of the ~~transition~~Underwriting ~~from~~Agreement, we granted the ~~prior~~Underwriters ~~sales~~a ~~model~~30-day inoption ~~Japan~~to ispurchase ~~expected~~up to ~~provide~~an ~~incremental~~additional ~~benefits~~3,750,000 toshares of our ~~gross~~common ~~margin~~stock ~~over~~at the ~~long-term~~same purchase price, which option was exercised in full prior to the closing of the Equity Offering.

On ~~August~~July 726, ~~2023~~2024, we ~~entered~~completed ~~into~~the anEquity ~~Agreement~~Offering ~~and~~pursuant ~~Plan~~to ~~of Merger (~~the ~~“Merger~~Underwriting Agreement”) byof ~~and among the Company~~28, ~~Allegro MicroSystems~~750,000 ~~LLC,~~shares ~~a Delaware limited liability company and wholly owned subsidiary~~ of ~~the~~our ~~Company~~common ~~(“AML”),~~stock ~~Silicon~~at ~~Structures LLC,~~ a ~~Delaware~~public ~~limited~~offering ~~liability~~price ~~company and wholly owned subsidiary~~ of ~~AML (“Merger Sub”), Crocus Technology International Corp~~$24.,00 aper ~~Delaware~~share ~~corporation~~resulting ~~(“Crocus”),~~in ~~and~~net ~~NanoDimension~~proceeds ~~Management~~to ~~Limited,~~us ~~as the representative~~ of ~~the~~approximately ~~Crocus shareholders~~$665.9 ~~Pursuant~~million, toafter ~~the~~deducting ~~terms~~$24.2 ~~and~~million ~~conditions~~ of ~~the~~underwriting ~~Merger~~discounts. ~~Agreement,~~As ondescribed ~~October 31~~above, ~~2023~~we ~~(the~~used ~~“Closing Date”), Merger Sub merged with and into Crocus, with Crocus continuing as~~ the ~~surviving~~net ~~corporation~~proceeds ~~and as a wholly owned subsidiary~~ of ~~AML (~~the ~~“Transaction”).~~Equity ~~The~~Offering ~~aggregate~~to ~~purchase~~complete ~~price paid by~~ the ~~Company~~First ~~on the~~ Closing ~~Date~~under ~~was~~the ~~$412.3~~Share ~~million~~Repurchase ~~in cash, subject to certain remaining working capital adjustments~~Agreement.

On ~~September~~July 1129, ~~2023~~2024, ~~AML~~we ~~entered~~completed ~~into~~the aFirst ~~note~~Closing ~~purchase~~under ~~agreement with Crocus, wherein AML agreed to purchase subordinated promissory notes up to~~ the ~~principal~~Share ~~amount~~Repurchase ofAgreement, $7repurchasing ~~million~~28,750,000 ~~subject~~shares ~~to certain terms and conditions contained in the note purchase agreement. AML issued an initial subordinated promissory note to Crocus in the principal amount~~ of $4our ~~million~~common onstock ~~September~~for ~~11,~~aggregate ~~2023~~consideration ~~and an additional subordinated promissory note in the principal amount~~ of $628.3 million ~~on October 2~~, ~~2023~~which ~~(collectively~~was the ~~“Crocus~~Equity ~~Loans”).~~Offering ~~Interest on each of the Crocus Loans accrued from the date of the note on the unpaid principal balance at a rate equal to 12.5% per annum~~price, ~~computed~~less on the ~~basis~~facilitation offee ~~the actual number~~ of ~~days elapsed and a year consisting of 365 days~~$35.0 ~~All unpaid principal~~million, ~~together~~underwriting ~~with any then unpaid and accrued interest and other amounts payable thereunder~~discounts, ~~were due~~ and ~~payable~~reimbursable ontransaction the earlier of (i) September 11, 2027 or (ii) when, upon the occurrence and during the continuance of an event of default, such amounts were declared due and payable by AML or made automatically due and payable, in each case, in accordance with the terms thereofexpenses. The ~~Crocus~~shares ~~Loans~~repurchased ~~were repaid~~ in ~~full in connection with~~ the ~~closing~~First ofClosing ~~the~~were ~~Transaction described above~~retired.

On ~~October~~August 316, ~~2023~~2024, we entered into aAmendment ~~$250~~No. ~~million~~2 ~~term loan maturing in 2030~~ (the “~~2023~~Second ~~Term Loan Facility~~Amendment”), ~~the proceeds of which were used~~ to ~~repay all outstanding term loans under~~ the term loan agreement dated September 30, 2020, with Credit Suisse AG, Cayman Islands Branch, as administrative agent, collateral agent, and the other agents, arrangers and lenders parties thereto and to finance, in part, the Transaction. The 2023 ~~Term Loan Facility was executed as an incremental amendment to the revolving facility credit agreement dated June 21, 2023 (the “2023~~ Revolving Credit Agreement~~”) with Morgan Stanley Senior Funding, Inc~~., asThe ~~administrative~~Second ~~agent,~~Amendment ~~collateral~~increased ~~agent,~~the atotal ~~letter~~capacity of ~~credit issuer and a lender, and~~ the ~~other~~revolving ~~agents, lenders and letter of~~ credit ~~issuers~~facility ~~parties~~thereunder ~~thereto. The 2023 Term Loan Facility amortizes at a rate of 0.25% per quarter, and the initial margin applicable~~ to ~~the 2023 Term Loan Facility is 2~~$256.~~75%~~0 ~~for term SOFR-based loans and 1~~million.~~75% for base rate loans.~~

InThe ~~February~~Second ~~2024,~~Amendment ~~the~~also ~~Company~~provided ~~initiated~~for a ~~realignment~~new $400.0 million tranche of ~~resources~~term ~~associated~~loans ~~with~~maturing ~~our~~in ~~photonics~~2030 ~~and~~(the ~~advanced~~“Refinanced 3D2023 ~~imaging~~Term ~~solutions~~Loan ~~business~~Facility”), tothe ~~refocus~~proceeds ~~spending~~of onwhich ~~other~~were ~~technologies.~~primarily Asused to (i) repurchase a ~~result~~portion of our common stock in connection with the ~~change~~Second Closing, (ii) refinance the 2023 Term Loan Facility (as defined in ~~strategy~~Note 13, “Debt and Other Borrowings” to the ~~Company~~audited ~~recorded~~consolidated ~~impairment~~financial ~~charges~~statements), of(iii) ~~$11.6~~pay ~~million~~fees and expenses in connection with the ~~fourth~~foregoing ~~quarter~~and (iv) for general corporate purposes. The Refinanced 2023 Term Loan Facility amortized at a rate of ~~fiscal~~1.00% ~~year~~per ~~2024~~annum. ~~related~~The Refinanced 2023 Term Loan Facility bore interest, at our option, at a rate equal to ~~intangible~~(i) Term SOFR (as defined in the 2023 Revolving Credit Agreement, ~~and~~as ~~long-lived~~amended) ~~assets~~in effect from ~~our~~time ~~2021~~to ~~acquisition~~time plus 2.25% or (ii) the highest of ~~Voxtel~~(x) the Federal funds rate, ~~Inc~~as published by the Federal Reserve Bank of New York, plus 0.50%, (~~“Voxtel”~~y) the prime lending rate or (z) the one-month Term SOFR plus 1.0% in effect from time to time plus 1.25%. In conjunction with this refinancing, we recognized $3.6 million as a debt discount, which will be amortized to interest expense over the remaining term using the effective interest method.

A payment of $25.0 million was applied to the term loan balance on October 31, 2024, which eliminated future required minimum quarterly payments.

On August 7, 2024, we completed the Second Closing under the Share Repurchase Agreement, repurchasing 10,017,315 shares of our common stock for aggregate cash consideration of $225.5 million, which was the Equity Offering price, less underwriting discounts and reimbursable transaction expenses. As described above, we used a portion of the proceeds from the Refinanced 2023 Term Loan Facility and existing cash on hand to complete the Second Closing. The shares repurchased in the Second Closing were retired.

The Share Repurchase Agreement was accounted for as a forward repurchase contract as there were certain terms that could have caused the obligation not to be fulfilled. Accordingly, the contract was initially recorded as a liability at its fair value with subsequent remeasurements recognized in loss on change in fair value of forward repurchase contract until the completion of the First Closing and Second Closing. We recognized a loss of $34.8 million as a result of the fair value forward repurchase contract in the consolidated statements of operations.

In connection with the Share Repurchase Agreement, we entered into a Second Amended and Restated Stockholders Agreement with Sanken (the “Second Amended and Restated Stockholders Agreement”), which amended and restated the Amended and Restated Stockholders Agreement, dated as of June 16, 2022, by and among us, Sanken and OEP SKNA, L.P. (“OEP”). The Second Amended and Restated Stockholders Agreement, which became effective in accordance with its terms on July 29, 2024, removed OEP as a party and amended certain rights and obligations of us and Sanken.

On September 20, 2024, we, along with Sanken, PSL, and PS Investment Aggregator, L.P. (“Subscriber”), completed the transaction (the “PSL Closing”) contemplated by a Sale and Subscription Agreement that we, Sanken, PSL and Subscriber entered into on April 25, 2024 (the “PSL Agreement” and the transaction thereunder, the “PSL Transaction”). As contemplated by the PSL Agreement, Subscriber and certain of its affiliates agreed to make capital contributions to PSL of $175.0 million in exchange for an equity interest in PSL, and we agreed to discharge the PSL Promissory Notes (as defined in Note 21, “Related Party Transactions” to the audited consolidated financial statements) held by us for a value of $10.4 million in exchange for PSL equity interests. Following the PSL Closing, we owned approximately 10.2% of PSL. As a result of PSL's share issuance to Subscriber, we recognized 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. The loss is included in Other (expense) income, net in the consolidated statements of operations.

At the PSL Closing, we, 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. Also as contemplated by the Agreement and effective upon the PSL Closing, we, Sanken and Subscriber contributed our equity interests in PSL in exchange for limited partnership interests of a newly formed Delaware limited partnership that is the ultimate parent indirectly holding all of Polar’s issued and outstanding equity units (“PSL Parent”). Immediately following the Closing and associated completion of the recapitalization and reorganization transactions contemplated by the Agreement, the Company’s ownership of PSL Parent was approximately 10.2%.

On February 6, 2025 we entered into Amendment No. 3 (the “Third Amendment”) to the 2023 Revolving Credit Agreement. The Third Amendment provides for a new $375.0 million 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 Refinanced 2023 Term Loan Facility, (ii) pay fees and expenses in connection with the foregoing and (iii) for general corporate purposes. The 2025 Refinanced Loans amortize at a rate of 0.00% per annum. The 2025 Refinanced Loans bear interest, at the Company’s option, at a rate equal to (i) Term SOFR (as defined in the 2023 Revolving Credit Agreement, as amended) in effect from time to time plus 2.00% or (ii) the highest of (x) the Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.50%, (y) the prime lending rate or (z) the one-month Term SOFR plus 1.00% in effect from time to time plus 1.00%. The 2025 Refinanced Loans will mature on October 31, 2030. In conjunction with this financing, we incurred $1.1 million in costs. Borrowings under the 2025 Refinanced Loans are collateralized by substantially all of our assets. A payment of $30.0 million and $25.0 million was applied to the outstanding balance of the 2025 Refinanced Loans on February 28, 2025 and April 30, 2025, respectively.

In January 2025, we enacted a global restructuring plan that included a rebalancing of our workforce and consolidation of leased facilities in an effort to optimize our cost structure. In connection with the restructuring plan, we incurred costs related to severance, annual incentive program and other employee-related benefits, retention incentives, accelerated amortization of right-of-use for certain leases, as well as various professional service charges. The restructuring is expected to be substantially completed during fiscal year 2026.

Other Key Factors and Trends Affecting our Operating Results

Our financial condition and results of operations have been, and will continue to be, affected by numerous other factors and trends, including the following:

Inflation

~~Inflation~~Although inflation has moderated in recent periods, inflation rates in the markets in which we operate have increased and may continue to rise. ~~Inflation~~as ~~over~~a ~~the~~result ~~last~~of ~~several~~cost increases attributable to global tariff policies. Inflation in recent quarters has led us to experience higher costs, including higher labor costs, wafer and other costs for materials from suppliers, and transportation and energy costs. Our suppliers have raised their prices and may continue to raise prices, and in the competitive markets in which we operate, we may not be able to make corresponding price increases to preserve our gross margins and profitability. If inflation rates continue to rise or remain elevated for a sustained period of time, they could have a material adverse effect on our business, financial condition, results of operations and liquidity. While we have ~~generally~~attempted ~~been able~~ to offset increases in these costs through various productivity and cost reduction initiatives, as well as adjusting our selling prices and releasing new products with improved gross margins, our ability to increase our average selling prices depends on market conditions and competitive dynamics. Given the timing of our actions compared to the timing of these inflationary pressures, there may be periods during which we are unable to fully recover the increases in our costs.

various productivity and cost reduction initiatives, as well as adjusting our selling prices and releasing new products with improved gross margins, our ability to increase our average selling prices depends on market conditions and competitive dynamics. Given the timing of our actions compared to the timing of these inflationary pressures, there may be periods during which we are unable to fully recover the increases in our costs.

Design Wins with New and Existing Customers

Our end customers continually develop new products in existing and new application areas, and we work closely with our significant OEM customers in most of our target markets to understand their product roadmaps and strategies. For new products, the time from design initiation and manufacturing until we generate sales can be lengthy, typically between two and four years. As a result, our future sales are highly dependent on our continued success at winning design mandates from our customers. Further, despite current inflationary and pricing conditions, we expect the ASPs of our products to decline over time, and we consider design wins to be critical to our future success as they help mitigate declines in ASPs. We anticipate being increasingly dependent on revenue from newer design wins for our newer products. The selection process is typically lengthy and may require us to incur significant design and development expenditures in pursuit of a design win, with no assurance that our solutions will be selected. As a result, the loss of any key design win or any significant delay in the ramp-up of volume production of ~~the~~a customer’s products into which our product is designed could adversely affect our business. In addition, volume production is contingent upon the successful introduction and market acceptance of our customers’ end products, which may be affected by several factors beyond our control.

Customer Demand, Orders and Forecasts

Demand for our products is highly dependent on market conditions in the end markets in which our customers operate, which are generally subject to seasonality, cyclicality, tariffs and other pricing increases and competitive conditions. In addition, a substantial portion of our total net sales is derived from sales to customers that purchase large volumes of our products. These customers generally provide periodic forecasts of their requirements. However, these forecasts do not commit such customers to minimum purchases, and customers can revise these forecasts without penalty. In addition, as is customary in the semiconductor industry, customers are generally permitted to cancel orders for our products within a specified period. Cancellations of orders could result in the loss of anticipated sales without allowing us sufficient time to reduce our inventory and operating expenses. In addition, changes in forecasts or the timing of orders from customers expose us to the risks of inventory shortages or excess inventory. We are currently operating in an inflationary environment for our products as a result of global tariff policies, which also have the potential to reduce end market demand in certain markets. Over the past several quarters, we and other semiconductor companies have experienced a downturn in market demand, primarily driven by softening demand from customers across various markets and digestion of excess accumulated inventory. In addition, factors that cause a reduction in the demand from end users of our OEMs’ or other customers’ products, including as a result of increased prices resulting from global trade policies, tariffs or a recessionary environment in the markets in which we operate, may in the future continue to cause our direct customers to significantly reduce the number of products ordered from us.

Manufacturing Costs and Product Mix

Gross margin has been, and will continue to be, affected by a variety of factors, including the ASPs of our products, product mix in a given period, material costs, yields, manufacturing costs and efficiencies. We believe the primary driver of gross margin is the ASP negotiated between us and our customers relative to material costs and yields. Our pricing and margins depend on the volumes and the features of the products we produce and sell to our customers. As our products mature and unit volumes increase, ~~despite current price leverage,~~ we expect their ASPs to decline in the long term. We continually monitor and work to reduce the cost of our products and improve the potential value our solutions provide to our customers, as we target new design win opportunities and manage the product life cycles of our existing customer designs. We also maintain a close relationship with our suppliers and subcontractors to improve quality, increase yields and lower manufacturing costs. As a result, these declines often coincide with improvements in manufacturing yields and lower wafer, assembly, and testing costs, which offset some or all of the margin reduction that results from declining ASPs. However, we expect our gross margin to fluctuate on a quarterly basis as a result of changes in ASPs due to product mix, new product introductions, transitions into volume manufacturing and manufacturing costs. Gross margin generally decreases if production volumes are lower as a result of decreased demand as it did throughout fiscal year 2025, which leads to a reduced absorption of our fixed manufacturing costs. Gross margin generally increases when the opposite occurs.

Cyclical Nature of the Semiconductor Industry

The semiconductor industry has historically been highly cyclical and is characterized by increasingly rapid technological change, product obsolescence, competitive pricing pressures, evolving standards, short product life cycles in consumer and other rapidly changing markets and fluctuations in product supply and demand. New technology may result in sudden changes in system designs or platform changes that may render some of our products obsolete and require us to devote significant research and development resources to compete effectively. Periods of rapid growth and capacity expansion are occasionally followed by significant market corrections in which sales decline, inventories accumulate, and facilities go underutilized. During periods of expansion, our margins generally improve as fixed costs are spread over higher manufacturing volumes and unit sales. In addition, we may build inventory to meet increasing market demand for our products during these times, which serves to absorb fixed costs further and increase our gross margins. During an expansion cycle, we may increase capital spending and hiring to add to our production capacity. During periods of slower growth or industry contractions, our sales, production and productivity and margins generally decline.

Components of Our Results of Operations

Net sales

Our total net sales are primarily derived from product sales to direct customers and distributors. We sell products globally through our direct sales force, third-party and related party distributors and independent sales representatives. Sales are derived from products for different applications. Our core applications are focused on the automotive, industrial and other industries.

We sell magnetic sensor ICs and power ICs in the Americas, EMEA and Asia. Net sales are generally recognized when control of the products is transferred to the customer, which typically occurs at a point in time upon shipment or delivery, depending on the terms of the contract. When we transact with a distributor, our contractual arrangement is with the distributor and not with the end customer. Whether we transact business with and receive the order from a distributor or directly from an end customer through our direct sales force and independent sales representatives, our revenue recognition policy and resulting pattern of revenue recognition for the order are the same. We recognize revenue net of sales returns, price protection adjustments, stock rotation rights and any other discounts or credits offered to our customers.

Cost of goods sold, gross profit and gross margin

Cost of goods sold consists primarily of costs of purchasing raw materials, costs associated with probe, assembly, test and shipping our products, costs of personnel, including stock-based compensation, costs of equipment associated with manufacturing, procurement, planning and management of these processes, costs of depreciation and amortization, costs of logistics and quality assurance, and costs of royalties, value-added taxes, utilities, repairs and maintenance of equipment, and an allocated portion of our facility occupancy costs.

Gross profit is calculated as total net sales less cost of goods sold, and gross margin is calculated as gross profit divided by net sales. Gross profit is affected by numerous factors, including average selling price, revenue mix by product, channel and customer, foreign exchange rates, seasonality, manufacturing costs and the effective utilization of our facilities. Another factor impacting gross profit is the time required for the expansion of existing facilities to reach full production capacity. As a result, gross profit varies from period to period and year to year.

A significant portion of our costs are fixed, and as a result, costs are generally difficult to adjust or may take time to adjust in response to changes in demand. In addition, our fixed costs increase as we expand our capacity. If we expand capacity faster than required by our sales growth, our gross margin could be negatively affected.

Operating Expenses

Research and development (“R&D”) expenses

R&D expenses consist primarily of personnel-related costs of our research and development organization, including stock-based compensation, costs of development of wafers and masks, license fees for computer-aided design software, costs of development testing and evaluation, costs of developing automated test programs, equipment depreciation and related occupancy and equipment costs. While most of the costs incurred are for new product development, a significant portion of these costs are related to process technology development, and proprietary package development. R&D expenses also include costs for technology development by external parties. We expect further increases in R&D expenses, in absolute dollars, as we continue the development of innovative technologies and processes for new product offerings, as well as increase the headcount of our R&D personnel in future years.

Selling, general and administrative (“SG&A”) expenses

SG&A expenses consist primarily of personnel-related costs, including stock-based compensation, and sales commissions to independent sales representatives, professional fees, including the costs of accounting, audit, legal, regulatory and tax compliance. Additionally, costs related to advertising, trade shows, corporate marketing, as well as an allocated portion of our occupancy costs, also comprise SG&A expenses.

We anticipate our selling and marketing expenses will increase in absolute terms as we expand our sales force and increase our sales and marketing activities.

Impairment of long-lived assets

Impairment of long-lived assets consists primarily of impairment charges related to intangibles assets and other long-lived assets when factors exist that indicate the carrying amounts of these assets may not be recoverable.

Interest expense

Interest expense ~~comprises~~is ~~of interest expense~~ from term loan debt and credit facilities that we maintain with various financial institutions.

Interest income

Interest income ~~comprises~~is ~~of income~~ earned on our cash and cash equivalents, consisting primarily of certain investments that have contractual maturities no greater than three months at the time of purchase.

Foreign currency transaction ~~gain~~ (loss) gain

We incur transaction gains and losses resulting from intercompany transactions, as well as transactions with customers or vendors, denominated in currencies other than the functional currency of the legal entity in which the transaction is recorded.

Income (~~Loss~~loss) ~~income~~ in earnings of equity investment

Income (~~Loss~~loss) ~~income~~ in earnings of equity investment is related to our equity investment in PSL (PSL Parent following its recapitalization in September 2024).

~~Other~~Loss ~~Income,~~on ~~net~~change in fair value of forward repurchase contract

~~Other~~Loss ~~Income, net includes unrealized (loss) gains~~ on ~~marketable~~change ~~securities from changes~~ in ~~the~~ fair value of ~~equity~~forward ~~securities~~repurchase ~~with~~contract ~~readily~~is ~~determinable~~due ~~fair values. These investments are measured at fair value with unrealized gains and losses related~~ to ~~changes in~~ the ~~entity’s~~various ~~stock~~settlement ~~price.~~dates ~~Miscellaneous~~under ~~income~~the ~~and~~Share ~~expense~~Repurchase ~~items unrelated to our core operations are also within other income, net~~Agreement.

~~Income~~Other ~~tax~~(expense) ~~provision~~income, net

~~Our~~Other ~~provision,~~(expense) ~~or benefit~~income, ~~for~~net ~~income~~includes ~~taxes~~unrealized is(loss) ~~based~~gains on anmarketable ~~estimate~~securities offrom changes in the ~~annual~~fair ~~effective~~value ~~tax~~of ~~rate~~equity ~~plus~~securities with readily determinable fair values. These investments are measured at fair value with unrealized gains and losses related to changes in the ~~tax~~entity’s ~~impact~~stock ofprice. ~~discrete~~Miscellaneous income and expense items unrelated to our core operations are also within other (expense) income, net.

Income tax (benefit) provision

Our provision for or benefit from income taxes is based on an estimate of the annual effective tax rate plus the tax impact of discrete items.

We are subject to tax in the U.S. and various foreign jurisdictions. Our effective income tax rate fluctuates primarily because of: the change in the mix of our U.S. and foreign income; the impact of discrete transactions and law changes; state tax impacts and the difference between the amount of tax benefits generated by the foreign derived intangible income (“FDII”) deduction, including permanent impacts of 174 Capitalization (as defined below), and research credits, offset by the additional tax costs associated with global intangible low-tax income (“GILTI”), Subpart F income and non-deductible stock-based compensation charges.

Pursuant to the 2017 Tax Cuts and Jobs Act ~~(the “Jobs Act”)~~, U.S. tax law began requiring us to capitalize and amortize domestic and foreign research and development expenditures over five and 15 years, for domestic and foreign research, respectively (“174 Capitalization”). The impact of 174 Capitalization for the fiscal year 2024 is an increase in annual cash taxes of approximately $20.0 million and an FDII benefit of $9.0 million. While it is possible that Congress may modify this provision, potentially with retroactive effect, we have no assurance that this provision will be reversed. Additionally, the Internal Revenue Service (“IRS”) has issued notice 2024-12 and is expected to issue final guidance which may modify this law change or its impact.

We regularly assess the likelihood of outcomes that could result from the examination of our tax returns by the IRS, and other tax authorities to determine the adequacy of our income tax reserves and expense. Should actual events or results differ from our then-current expectations, charges or credits to our provision for income taxes may become necessary. Any such adjustments could have a significant effect on our results of operations.

4147

Results of Operations

Fiscal Year ~~2024~~2025 Compared to Fiscal Year ~~2023~~2024

The following table summarizes our results of operations and our results of operations as a percentage of total net sales for the fiscal years ended March 2928, ~~2024~~2025 and March 3129, ~~2023~~2024.

	Fiscal Year Ended												Change
	March 29,2024			As a % of Net Sales			March 31,2023			As a % of Net Sales			$			%
	March 28,2025			As a % of Net Sales			March 29,2024			As a % of Net Sales			$			%
	(Dollars in thousands)
Total net sales (1)	$	1725,~~049,367~~006			100.0	%	$	~~973~~1,~~653~~049,367			100.0	%	$	75(324,~~714~~361	)		7(30.89	)%
Cost of goods sold (1)		~~474~~403,~~838~~479			4555.27	%		~~427~~474,~~574~~838			4345.92	%		47(71,~~264~~359	)		11(15.10	)%
Gross profit		~~574~~321,~~529~~527			5444.83	%		~~546~~574,~~079~~529			5654.18	%		28(253,~~450~~002	)		5(44.20	)%
Operating expenses:
Research and development		~~176~~179,~~638~~649			1624.8	%		~~150~~176,~~850~~638			1516.58	%		253,~~788~~011			~~17.~~1.7	%
Selling, general and administrative		~~188~~161,~~429~~680			1822.03	%		~~191~~188,~~922~~429			1918.70	%		(326,~~493~~749	)		(114.82	)%
Impairment of long-lived assets		~~13,218~~—			~~1.3~~—	%		—13,218			—1.3	%		(13,218	)		—(100.0	)%
Total operating expenses		~~378~~341,~~285~~329			3647.01	%		~~342~~378,~~772~~285			3536.20	%		35(36,~~513~~956	)		10(9.48	)%
Operating income		196,244			18.7	%		203,307			20.9	%		(7,063	)		(3.5	)%
Operating (loss) income		(19,802	)		(2.7	)%		196,244			18.7	%		(216,046	)		(110.1	)%
Other income (expense), net:
Other (expense) income, net:
Interest expense		(1030,~~763~~366	)		(14.02	)%		(210,~~336~~763	)		(01.20	)%		(819,~~427~~603	)		~~360~~182.71	%
Interest income		31,~~144~~524			0.32	%		13,~~724~~144			0.23	%		(1,~~420~~620	)		82(51.45	)%
Foreign currency transaction gain		5,064			0.5	%		980			0.1	%		4,084			416.7	%
Foreign currency transaction (loss) gain		(2,172	)		(0.3	)%		5,064			0.5	%		(7,236	)		(142.9	)%
Loss in earnings of equity investment		(538	)		(0.1	)%		(406	)		(0.0	)%		(132	)		32.5	%
Income (loss) in earnings of equity investment		1,176			0.2	%		(538	)		(0.1	)%		1,714			(318.6	)%
Other Income, net		1,646			0.2	%		8,077			0.8	%		(6,431	)		(79.6	)%
Loss on change in fair value of forward repurchase contract		(34,752	)		(4.8	)%		—			—	%		(34,752	)		—	%
Total other income (expense), net		(1,447	)		(0.1	)%		8,039			0.8	%		(9,486	)		(118.0	)%
Other (expense) income, net		(1,304	)		(0.2	)%		1,646			0.2	%		(2,950	)		(179.2	)%
Income before income tax provision		194,797			18.6	%		211,346			21.7	%		(16,549	)		(7.8	)%
(Loss) income before income taxes		(85,696	)		(11.8	)%		194,797			18.6	%		(280,493	)		(144.0	)%
Income tax provision		41,909			4.0	%		23,852			2.4	%		18,057			75.7	%
Income tax (benefit) provision		(12,933	)		(1.8	)%		41,909			4.0	%		(54,842	)		(130.9	)%
Net income		152,888			14.6	%		187,494			19.3	%		(34,606	)		(18.5	)%
Net (loss) income		(72,763	)		(10.0	)%		152,888			14.6	%		(225,651	)		(147.6	)%
Net income attributable to non-controlling interests		~~191~~247			0.0	%		~~137~~191			0.0	%		5456			3929.43	%
Net income attributable to Allegro MicroSystems, Inc.	$	152,697			14.6	%	$	187,357			19.2	%	$	(34,660	)		(18.5	)%
Net (loss) income attributable to Allegro MicroSystems, Inc.	$	(73,010	)		(10.1	)%	$	152,697			14.6	%	$	(225,707	)		(147.8	)%

(1)

Our total net sales and cost of goods sold for the periods presented above include related party net sales generated through our distribution agreement with Sanken and costs of goods sold related thereto. See our consolidated financial statements included elsewhere in this Annual Report for additional information regarding our related party net sales and cost of goods sold for the periods set forth above.

Total net sales

Total net sales ~~increased~~decreased in the fiscal year ended March 2928, ~~2024~~2025 compared to the fiscal year ended March 3129, ~~2023~~2024. ~~This~~The ~~increase~~decrease was primarily ~~attributable~~driven toby ~~higher~~an ~~demand~~overall ~~related~~reduction toin customer-held inventory resulting in a decline in shipments across all end markets. The decline in shipments impacted all applications including e-Mobility products, safety comfort and convenience applications, ICE, and broad-based and other industrial applications, including data center applications, clean energy and automation, ~~partially offset by decline in our data center applications~~ and consumer and smart home products.

Net Sales ~~Trends~~ by Market

During the preparation of the third quarter fiscal year 2024 interim condensed consolidated financial statements, the Company identified an immaterial error in the classification of net sales by application, whereby customer returns and sales allowances were incorrectly classified by application between Automotive, Industrial and Other in the prior periods. There was no impact to previously reported total net sales or net income in any of the periods.

The Company assessed the materiality of the revision qualitatively and quantitatively, and determined the revisions to be immaterial to the prior period interim fiscal year 2024, annual fiscal year 2023, and annual fiscal year 2022 consolidated financial statements. All prior period amounts have been revised in our accompanying Financial Statements and Supplementary Data.

The following table summarizes total net sales by market. The categorization of net sales by market is based on the characteristics of the end product and application into which our product will be designed.

	Fiscal Year Ended				Change
	March 29,2024		March 31,2023		Amount			%
	March 28,2025		March 29,2024		Amount			%
	(Dollars in thousands)
Automotive	$	~~759~~535,~~454~~205	$	~~646~~759,~~761~~454	$	~~112~~(224,~~693~~249	)		17(29.45	)%
Industrial		223,810		208,604		15,206			7.3	%
Industrial and other		189,801		289,913		(100,112	)		(34.5	)%
Other		66,103		118,288		(52,185	)		(44.1	)%
Total net sales	$	725,006	$	1,049,367	$	(324,361	)		(30.9	)%
Total net sales	$	1,049,367	$	973,653	$	75,714			7.8	%

Automotive net sales ~~increased~~decreased inprimarily ~~the~~due ~~fiscal~~to ~~year~~inventory ~~ended~~rebalancing ~~March~~with ~~29,~~our ~~2024~~automotive ~~compared~~contract tomanufacturing ~~the~~customers ~~fiscal~~looking ~~year~~to ~~ended~~reduce ~~March~~inventory 31levels, ~~2023,~~as ~~primarily~~well ~~due~~as tochanges ~~higher~~in ~~demand~~product ~~for~~mix ~~our~~across ~~e-Mobility~~all ~~products~~general ~~and safety, comfort and convenience applications~~markets.

Industrial and other net sales ~~improved~~decreased inprimarily ~~the~~due ~~fiscal year ended March 29, 2024 compared~~ to ~~the~~a ~~fiscal~~decrease ~~year~~in ~~ended~~demand ~~March~~for ~~31,~~our ~~2023,~~data ~~primarily~~center ~~due~~applications toand ~~increases~~our in broad-based ~~industrial~~ and other industrial applications, ~~which~~in ~~include~~addition ~~clean~~to ~~energy~~distributor ~~and~~inventory ~~automation applications~~reductions. ~~These increases were partially offset by declines in our data center applications.~~

~~Other net sales decreased in the fiscal year ended March 29, 2024 compared to the fiscal year ended March 31, 2023, primarily due to lower demand for our consumer and smart home products.~~48

Net Sales ~~Trends~~ by Product

The following table summarizes net sales by product.

	Fiscal Year Ended				Change
	March 29,2024		March 31,2023		Amount			%
	March 28,2025		March 29,2024		Amount			%
	(Dollars in thousands)
Magnetic sensors (“MS”) and other	$	649,869	$	598,579	$	51,290			8.6	%
Magnetic sensors (“MS”)	$	474,557	$	649,869	$	(175,312	)		(27.0	)%
Power integrated circuits (“PIC”)		~~399~~250,~~498~~449		~~375~~399,~~074~~498		24(149,~~424~~049	)		6(37.53	)%
Total net sales	$	1725,~~049,367~~006	$	~~973~~1,~~653~~049,367	$	75(324,~~714~~361	)		7(30.89	)%

The ~~growth~~decrease in ~~net~~MS ~~sales by product~~ was ~~driven~~due byto ~~increases~~a decline in ~~both~~fiscal ~~PIC~~year ~~and~~2025 ~~MS and other product sales. MS and other sales were driven primarily by higher~~ demand for our current and isolator products, as well as ~~increases~~our inmagnetic ~~volume~~speed and ~~mix~~position ~~for~~sensors, partially offset by an increase in sales of our ~~magnetic~~TMR ~~sensors~~solutions. The decline in PIC sales ~~were~~was primarily driven by ~~increase~~a decrease in fiscal year 2025 demand for our motor products and high-performance power products. ~~and~~For ~~motors~~additional details on the factors driving the decrease in demand for fiscal year 2025, see discussion below under Net Sales by Geographic Location.

Net Sales ~~Trends~~ by Geographic Location

The following table summarizes net sales by geographic location based on ship-to location.

	Fiscal Year Ended				Change
	March 29,2024		March 31,2023		Amount			%
	March 28,2025		March 29,2024		Amount			%
	(Dollars in thousands)
Americas:
United States	$	~~149~~92,~~283~~458	$	~~131~~149,~~150~~283	$	18(56,~~133~~825	)		13(38.81	)%
Other Americas		3224,~~119~~851		2832,~~014~~119		4(7,~~105~~268	)		14(22.76	)%
EMEA:
Europe		~~176~~106,~~628~~726		~~169~~176,~~368~~628		7(69,~~260~~902	)		4(39.36	)%
Asia:
Greater China		~~274~~183,~~851~~033		~~253~~274,~~906~~851		20(91,~~945~~818	)		8(33.24	)%
Japan		~~175~~153,~~713~~842		~~160~~175,~~763~~713		14(21,~~950~~871	)		9(12.34	)%
South Korea		~~113~~73,~~877~~702		96113,~~549~~877		17(40,~~328~~175	)		17(35.93	)%
Other Asia		~~126~~90,~~896~~394		~~133~~126,~~903~~896		(736,~~007~~502	)		(528.28	)%
Total net sales	$	1725,~~049,367~~006	$	~~973~~1,~~653~~049,367	$	75(324,~~714~~361	)		7(30.89	)%

~~Net~~In Greater China, net sales ~~increased~~decreased inprimarily ~~the~~due ~~fiscal~~to ~~year~~the ~~ended~~decline ~~March~~in 29automotive markets, ~~2024~~partially ~~compared~~offset toby ~~the~~an ~~fiscal~~increase ~~year~~in ~~ended~~broad-based ~~March~~industrial 31applications, ~~2023,~~which are served through distributors who are currently managing inventory levels. Americas net sales decreased primarily due to ~~product~~the ~~mix~~decline ~~and~~in ~~market~~the ~~share~~United ~~gains~~States automotive and industrial markets across primarily all ~~geographies~~applications. In addition, ~~except~~Europe net sales declined in primarily all automotive and industrial, where demand in broad-based and other industrial applications has declined along with demand for electric vehicles. South Korea net sales declined in all automotive applications, primarily driven by safety, comfort and convenience applications, along with declines in most industrial applications. Other Asia, ~~which~~net ~~was~~sales ~~negatively~~declined ~~impacted~~across most industrial and auto markets partially offset by aan ~~reduction~~increase in ~~data~~broad-based ~~center~~applications. ~~demand~~Japan net sales declined across all auto applications primarily driven by safety, comfort and convenience applications, partially offset by an increase in broad-based applications.

Growth in Asia was driven by China and South Korea, which included growth in net sales of our safety, comfort and convenience applications, as well as our ADAS applications. The increase for the United States was driven by our gains in ADAS, while growth in Europe was mostly related to EV.

Cost of goods sold, gross profit and gross margin

Cost of goods sold ~~increased~~decreased in the fiscal year ended March 2928, ~~2024~~2025 compared to the fiscal year ended March 3129, ~~2023~~2024. The ~~increase~~decrease in cost of goods sold was primarily due to ~~high~~a ~~production~~reduction in shipped volume, ~~and~~as well as a change in product mix, aspartially ~~well~~offset asby ~~the~~an increase in amortization of intangible assets inrelated ~~relation~~ to the acquisition of Crocus.

Gross profit ~~increased~~decreased in the fiscal year ended March 2928, ~~2024~~2025 compared to the fiscal year ended March 3129, ~~2023.~~2024 ~~The~~due ~~increase~~to ~~in gross profit was driven by~~ the ~~increase~~decrease in net sales asand ~~discussed~~a ~~above,~~change ~~partially~~in ~~offset~~product bymix ~~increase of cost of goods sold,~~ as discussed above.

Gross margin was 44.3% and 54.8% for the fiscal years ended March 28, 2025 and March 29, 2024, respectively. The decrease was primarily due to the decline in net sales and a change in product mix, noted above.

R&D expenses

R&D expenses increased in the fiscal year ended March 2928, ~~2024~~2025 compared to the fiscal year ended March 3129, ~~2023~~2024. This increase was primarily due to aan ~~combined~~ increase in ~~personnel,~~R&D ~~stock-based compensation and outside service costs~~supplies, inpartially ~~addition~~offset toby a ~~general~~reduction ~~increase~~from inpersonnel ~~operating expenses to fund new product development~~costs, ~~partially~~depreciation ~~offset~~and byR&D ~~reduced~~tax ~~variable compensation expense~~credits.

R&D expenses represented 1624.8% of our total net sales for the fiscal year ended March 2928, ~~2024~~2025, an increase from 1516.58% of our total net sales for the fiscal year ended March 3129, ~~2023~~2024. ~~This~~The ~~percentage~~ increase was primarily due to ~~investments~~the increase in ~~personnel~~R&D supplies in addition to ~~fund~~the ~~new~~decline ~~product~~in ~~development~~net sales, partially offset by a reduction from personnel costs, outside service costs, depreciation and R&D tax credits.

SG&A expenses

SG&A expenses decreased in the fiscal year ended March 2928, ~~2024~~2025 compared to the fiscal year ended March 3129, ~~2023~~2024. This decrease was primarily due to ~~the~~a ~~inclusion~~decrease in ~~the~~funding ~~fiscal year ended March 31, 2023,~~ of ~~accelerated stock-based compensation expense related to~~ the ~~retirement~~Company’s ofannual ~~our~~incentive ~~former~~bonus ~~chief~~program ~~executive officer~~ and ~~severance~~outside ~~due~~service ~~to changes in our leadership. These~~ costs, ~~are~~ partially offset by ~~increased~~an ~~professional~~increase ~~fees,~~in ~~outside~~personnel ~~service costs~~ and ~~personnel~~severance ~~increases in the fiscal year ended March 29, 2024~~expenses.

SG&A expenses represented 1822.03% of our total net sales for the fiscal year ended March 2928, ~~2024~~2025, representing aan ~~decrease~~increase from 1918.70% of our total net sales for the fiscal year ended March 3129, ~~2023~~2024. ~~This~~The increase as a percentage ~~decrease~~of total net sales was primarily due to the ~~impacts~~decline ~~noted~~in ~~above~~net sales, partially offset by ~~the~~a ~~growth~~decrease in ~~net~~outside ~~sales~~service incosts, personnel and severance expenses, and the ~~fiscal~~funding ~~year~~of ~~ended~~the ~~March~~annual ~~29,~~incentive ~~2024~~program.

Impairment of long-lived assets

We recorded an impairment of long-lived assets of $13.2 million in the fiscal year ended March 29, 2024. The impairment was related to our decision to refocus resources away from our ~~photonic~~photonics and advanced 3D imaging solutions.

Interest expense

Interest expense increased in the fiscal year ended March 2928, ~~2024~~2025 compared to the fiscal year ended March 3129, ~~2023~~2024. The increase was primarily due to higher interest payments on the Refinanced 2023 Term Loan Facility, which ~~was~~increased ~~used~~our tototal ~~finance~~outstanding ~~the~~debt ~~acquisition of Crocus~~balance.

Interest income

Interest income ~~increased~~decreased ~~increased~~ in the fiscal year ended March 2928, ~~2024~~2025 compared to the fiscal year ended March 3129, ~~2023~~2024, primarily due to ~~higher~~lower cash ~~balances maintained throughout the comparable period~~ and ~~higher~~cash ~~interest~~equivalent ~~rates~~balances.

Foreign currency transaction ~~gain~~ (loss) gain

We recorded a foreign currency transaction ~~gain~~loss in ~~both~~ the fiscal year ended March 2928, ~~2024~~2025, ~~and~~compared to a gain in the fiscal year ended March 3129, ~~2023~~2024. The foreign currency transaction ~~gain~~loss recorded in the fiscal year ended March 2928, ~~2024~~2025 was ~~related~~primarily due to arealized ~~transaction~~and ~~between~~unrealized ~~the~~losses ~~U.S.~~from ~~and~~our ~~French~~Philippine ~~subsidiaries~~locations. The foreign currency transaction gain recorded in the fiscal year ended March 3129, ~~2023~~2024 was ~~primarily~~related ~~due~~ to ~~realized~~a ~~and~~transaction ~~unrealized~~between ~~gains~~the ~~from~~U.S. ~~our United Kingdom location, partially offset by realized~~ and ~~unrealized~~French ~~losses from our Philippines location~~subsidiaries.

~~Loss~~Income (loss) in earnings of equity investment

~~Loss~~Income (loss) in earnings of equity investment reflected income of $1.2 million and loss of $0.5 million in ~~both~~the fiscal years ended March 2928, ~~2024~~2025 and March 3129, ~~2023~~2024, ~~represented~~respectively, representing the ~~loss in~~ earnings on our 30% investment in PSL (and approximately 10.2% investment in PSL Parent following PSL’s recapitalization in September 2024).

~~Other~~Loss ~~Income,~~on ~~net~~change in fair value of forward repurchase contract

~~Other~~We ~~Income,~~recorded ~~net~~a ~~decreased~~loss inon the ~~fiscal~~change ~~year~~in ~~ended~~fair ~~March~~value ~~29,~~of ~~2024~~a ~~compared~~forward torepurchase contract in the fiscal year ended March 3128, ~~2023.~~2025, ~~This~~primarily ~~decrease~~due ~~was attributable~~ to ~~$11.8~~the ~~million~~various ofsettlement ~~gains~~dates ~~related~~under ~~to sales of our investment in marketable securities and earnings in our money market fund deposits in~~ the ~~fiscal~~Share ~~year~~Repurchase ~~March~~Agreement ~~29,~~with ~~2024, offset by unrealized losses of $11~~Sanken.~~2 million related to our investment in~~

44Other (expense) income, net

~~marketable~~We ~~securities~~recorded ~~during~~a net loss of $2.8 million as a result of the ~~same~~PSL Closing in the fiscal year ended March 28, ~~compared~~2025 related to ~~unrealized~~the difference between the selling price per share and its carrying amount per share and after a gain from the conversion of PSL Promissory Notes that we held, partially offset by $1.6 million of gains related to earnings in our money market fund deposits. We recorded $11.8 million of gains related to sales of our investment in marketable securities and earnings in our money market fund deposits, partially offset by unrealized losses of $711.52 million related to our investment in marketable securities in the fiscal year ended March 3129, ~~2023~~2024.

Income tax (benefit) provision

~~Income~~For ~~tax provision and~~ the ~~effective~~fiscal ~~income~~years ~~tax~~ended ~~rate~~March ~~were~~28, ~~$41.9~~2025 ~~million~~ and ~~21.5%, respectively, for the fiscal year ended~~ March 29, 2024, ~~and~~our ~~$23.9~~income ~~million~~tax ~~and~~(benefit) ~~11.3%,~~provision ~~respectively,~~and ~~for~~ the ~~fiscal year ended March 31, 2023. The~~ effective income tax rate (“ETR”) ~~year-over-year~~ was ~~primarily~~$(12.9) ~~impacted~~million byand ~~the Crocus entity restructuring~~15.1%, ~~partially~~and ~~offset~~$41.9 bymillion anand ~~increase~~21.5%, inrespectively. ~~Research~~The ~~Tax Credits and a~~ decrease in ~~current~~our ~~year~~ETR ~~non-deductible~~was ~~executive~~primarily ~~compensation~~due ~~expense. The Crocus entity restructuring relates~~ to the ~~integration~~decrease ofin ~~Crocus’s~~GAAP ~~operations~~income ~~(see~~before ~~Note~~tax ~~3),~~ and the ~~increase~~impact inof the ~~ETR~~entity isrestructuring ~~primarily~~transactions ~~from~~completed ~~establishing~~during ~~a deferred tax liability on~~ the ~~transfer~~fiscal ofyear ~~intangible~~ended ~~assets~~March to29, ~~the U~~2024.S.

Liquidity and Capital Resources

As of March 2928, ~~2024~~2025, we had $~~212~~121.13 million of cash and cash equivalents and $~~454~~370.38 million of working capital, compared to $~~351~~212.61 million of cash and cash equivalents and $~~500~~454.53 million of working capital as of March 3129, ~~2023~~2024. Working capital is impacted by the timing and extent of our business needs.

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 ~~2025~~fiscal year 2026 is to utilize cash on hand and capacity under our ~~2023~~revolving ~~Revolving~~credit ~~Credit~~facility ~~Facility~~ to support our continued growth initiatives into select markets and planned capital expenditures, as well as consider potential acquisitions. As of March 2928, ~~2024~~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 upcoming 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, Europe, Japan and India 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 and noncancellable purchase commitments, see Note 12, “Leases” and Note 16, “Commitments and Contingencies” to the audited consolidated financial statements. ~~Additionally,~~See ~~refer to~~ Note 15, “Retirement Plans” to the audited consolidated financial statements for more information related to the Company’s pension and defined contribution plans. Additionally, refer to Note 13, “Debt and Other Borrowings” for information regarding the Company’s management of our third-party debt capacity.

OnWe ~~June~~believe 21that our existing cash will be sufficient to finance our continued operations, ~~2023~~growth strategy, weplanned ~~entered~~capital ~~into~~expenditures aand ~~revolving~~the ~~credit~~additional ~~agreement~~expenses (that we expect to incur during the ~~“2023~~next ~~Revolving~~12 ~~Credit~~months. ~~Agreement”)~~In ~~with~~order ~~Morgan~~to ~~Stanley~~support ~~Senior~~and ~~Funding~~achieve our future growth plans, ~~Inc~~we may need or advantageously seek to obtain additional funding through equity or debt financing., asWe ~~administrative~~believe ~~agent,~~that ~~collateral~~our ~~agent,~~current aoperating ~~letter~~structure ofwill ~~credit~~facilitate ~~issuer~~sufficient ~~and~~cash aflows ~~lender,~~from ~~and~~operations ~~other~~to ~~agents,~~satisfy ~~lenders~~our ~~and~~expected ~~letter~~long-term ofliquidity ~~credit~~requirements ~~issuers~~beyond ~~parties~~the next 12 months. ~~The~~If ~~agreement~~these ~~provides~~resources ~~for~~are anot ~~$224.0~~sufficient ~~million~~to ~~secured~~satisfy our liquidity requirements due to changes in circumstances, we may be required to borrow under our revolving credit facility ~~(the~~or ~~“2023~~seek ~~Revolving~~additional ~~Credit~~financing. ~~Facility”)~~If we raise additional funds by issuing equity securities that are not used to repurchase existing shares outstanding, ~~which~~our ~~includes~~stockholders awill ~~$20~~experience dilution.0 ~~million~~Debt ~~letter~~financing, ofif ~~credit~~available, ~~subfacility~~may contain covenants that significantly restrict our operations or our ability to obtain additional debt financing in the future. ~~The~~Any ~~2023~~additional ~~Revolving~~financing ~~Credit~~that ~~Facility~~we israise ~~available~~may ~~until~~contain terms that are not favorable to us or our stockholders. We cannot assure you that we would be able to obtain additional financing on terms favorable to us or our existing stockholders, or at all. See “Risk Factors —Risks Related to Our Business and ~~loans~~Industry—Our ~~made~~ability ~~thereunder~~to ~~will~~raise ~~mature~~capital in the future may be limited and could prevent us from executing our growth strategy.” We have made advance payments on, ~~June~~our 21borrowings, ~~2028.~~which has eliminated future minimum quarterly payments.

On October 31, 2023, we entered into a $250.0 million term loan maturing in 2030 with Morgan Stanley Senior Funding, Inc. as administrative agent and collateral agent, and other agents, arrangers and lenders party thereto (the “2023 Term Loan Facility” and together with the 2023 Revolving Credit Agreement, the “Senior Secured Credit Facilities”). The proceeds of the 2023 Term Loan Facility were used to repay the $25.0 million outstanding balance under the 2020 Term Loan Facility (as defined below) and to finance, in part, the merger with Crocus. The 2023 Term Loan Facility was executed as an incremental amendment to the 2023 Revolving Credit Agreement, and accordingly is subject to the same covenants and limitations. A payment of $50.0 million was applied to the term loan balance on April 30, 2024, which has eliminated the quarterly payments. The balance of the loan has a planned maturity date of October 31, 2030.

On September 30, 2020, we (i) entered into a term loan credit agreement with Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the other agents, arrangers and lenders party thereto, providing for a $325.0 million senior secured term loan facility due in fiscal year 2028 (the “2020 Term Loan Facility”), and (ii) entered into a revolving facility credit agreement with Mizuho Bank, Ltd., as administrative agent and collateral agent, and the other agents, arrangers and lenders party thereto, providing for a $50.0 million senior secured revolving credit facility expiring in 2023. On October 31, 2023, the 2020 Term Loan Facility was paid in full in connection with the 2023 Term Loan Facility.

We believe that our existing cash will be sufficient to finance our continued operations, growth strategy, planned capital expenditures and the additional expenses that we expect to incur during the next 12 months. In order to support and achieve our future growth plans, we may need or advantageously seek to obtain additional funding through equity or debt financing. We believe that our current operating structure will facilitate sufficient cash flows from operations to satisfy our expected long-term liquidity requirements beyond the next 12 months. If these resources are not sufficient to satisfy our liquidity requirements due to changes in circumstances, we may be required to borrow under our 2023 Revolving Credit Facility or seek additional financing. If we raise additional funds by issuing equity securities, our stockholders will experience dilution. Debt financing, if available, may contain covenants that significantly

restrict our operations or our ability to obtain additional debt financing in the future. Any additional financing that we raise may contain terms that are not favorable to us or our stockholders. We cannot assure you that we would be able to obtain additional financing on terms favorable to us or our existing stockholders, or at all. See “Risk Factors —Risks Related to Our Business and Industry—Our ability to raise capital in the future may be limited and could prevent us from executing our growth strategy.”

Cash Flows from Operating, Investing and Financing Activities

The following table summarizes our cash flows for the fiscal years ended ~~2024~~2025 and ~~2023~~2024:

	Fiscal Year Ended
	March 29,2024			March 31,2023
	March 28,2025			March 29,2024
	(dollars in thousands)
Net cash provided by operating activities	$	~~181~~61,~~715~~913		$	~~193~~181,~~206~~715
Net cash used in investing activities		(~~516~~40,~~716~~816	)		(99516,~~696~~716	)
Net cash provided by (used in) financing activities		198,878			(19,998	)
Net cash (used in) provided by financing activities		(112,062	)		198,878
Effect of exchange rate changes on cash and cash equivalents		(~~421~~89	)		(~~4,606~~421	)
Net (decrease) increase in cash and cash equivalents and restricted cash	$	(136,544	)	$	68,906
Net decrease in cash and cash equivalents and restricted cash	$	(91,054	)	$	(136,544	)

Operating Activities

Net cash provided by operating activities was $61.9 million in the fiscal year 2025, resulting primarily from a net loss of $72.8 million and non-cash charges of $143.5 million, further adjusted by a net decrease in cash from an increase in net operating assets and liabilities of $8.9 million. Noncash charges primarily include increases for $64.5 million of depreciation and amortization, $41.9 million of stock-based compensation, $34.8 million for loss on the change in fair value of a forward repurchase contract, $9.2 million provisions for inventory and expected credit losses and $7.0 million of other non-cash reconciling items, partially offset by $16.3 million of deferred income taxes. The net increase in operating assets and liabilities consisted of a $30.2 million increase in inventories, $16.3 million decrease in accrued expenses and other current and long-term liabilities and $4.8 increase in prepaid expenses and other assets, partially offset by a $33.1 million decrease in trade accounts receivable, net, a $4.0 million increase in trade accounts payable and a $5.1 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 $2.2 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 decrease in prepaid expenses and other assets was mostly due to the timing of tax payments. The decrease in accrued expenses and other current and long-term liabilities was primarily the result of a reduction in accrued personnel costs due to the timing of payments pursuant to our annual incentive compensation plan.

Net cash provided by operating activities was $181.7 million in fiscal year 2024, resulting primarily from our net income of $152.9 million and non-cash charges of $122.9 million, partially offset by a net decrease in cash from an increase in net operating assets and liabilities of $94.1 million. The net changes in operating assets and liabilities consisted of a $40.2 million increase in prepaid expenses and other assets, a $15.8 million increase in inventories, and an $8.0 million increase in trade accounts receivable, net, partially offset by a $21.6 million decrease in accrued expenses and other current and long-term liabilities, a $12.7 million decrease in trade accounts payable, and a $5.2 million increase in net amounts due from related parties. The increase in inventories was primarily a result of raw materials purchases and inventory builds to support anticipated sales growth in 2024 and beyond. The increase in prepaid expenses and other assets was primarily due to long-term deposits and timing of tax payments. The increase in trade accounts receivable, net was primarily a result of increased sales year-over-year, as well as the timing of receipts. The decreases in trade accounts payable and accrued expenses and other current and long-term liabilities were primarily due to the timing of payments to suppliers and vendors, including unpaid capital expenditures of $4.2 million, and higher accrued personnel costs, professional fees, income taxes, and accrued operating expenses.

Net cash provided by operating activities was $193.2 million in fiscal year 2023, resulting primarily from our net income of $187.5 million and non-cash charges of $61.2 million, partially offset by a net decrease in operating assets and liabilities of $55.5 million. Net changes in operating assets and liabilities consisted mostly of a $75.2 million increase in inventories, a $23.3 million increase in prepaid expenses and other assets, and a $12.5 million increase in trade accounts receivable, net, partially offset by a $22.9 million increase in accrued expenses and other current and long-term liabilities, an $18.3 million increase in net amounts due from related parties and a $12.0 million increase in trade accounts payable. The increase in inventories was primarily a result of raw materials purchases and inventory builds to support anticipated sales growth in 2024. The increase in prepaid expenses and other assets was primarily due to the higher fair value of strategic investments, long-term deposits and income taxes receivable, including VAT receivables. The increase in trade accounts receivable, net was primarily a result of increased sales year-over-year, as well as the timing of receipts. The increases in trade accounts payable and accrued expenses and other current and long-term liabilities were primarily due to the timing of payments to suppliers and vendors, including unpaid capital expenditures of $16.4 million, and higher accrued personnel costs, warranty costs, professional fees, income taxes, and accrued operating expenses, partially offset by a reduction in the balance due on the acquisition of Voxtel. The decrease in other receivables was primarily due to the timing of receipts from Sanken, as well as the transition to our direct operations in Japan from the distributor model.

Investing Activities

Net cash used in investing activities was $~~516~~40.78 million in fiscal year ~~2024~~2025, primarily consisting of ~~payments related to the acquisition of Crocus of $408.1 million and $124.8 million of~~ purchases of property, plant and equipment~~, partially offset by $16~~.~~2 million of proceeds from sale of marketable securities.~~

Net cash used in investing activities was $99516.7 million in fiscal year ~~2023~~2024, consisting of payments related to the acquisition of Crocus of $79408.1 million and $124.8 million of purchases of property, plant and equipment, ~~and~~partially ~~payments~~offset ~~related~~by to$16.2 ~~the~~million ~~acquisition~~ of ~~Heyday~~proceeds from the sale of ~~$19.9~~marketable ~~million~~securities.

Financing Activities

Net cash ~~provided~~used byin financing activities was $~~198~~112.91 million in fiscal year ~~2024~~2025, consisting of $~~245~~853.59 million ofused ~~borrowing~~to ofrepurchase ~~2023~~our ~~Term~~common ~~Loan Facility~~stock, ~~net~~$105.0 million of ~~deferred~~payments ~~financing~~on ~~costs,~~our ~~proceeds~~indebtedness ~~received~~under the 2023 Revolving Credit Agreement and $16.2 million of taxes related to the ~~quarterly~~net ~~payment~~settlement ~~from~~of ~~PSL~~equity onawards, partially offset by the issuance of common stock of $665.9 million, net proceeds of $193.1 million from our ~~related~~financing ~~party~~activities ~~loan~~under ~~and~~the 2023 Revolving Credit Agreement, proceeds received in connection with the issuance of common stock under our employee stock purchase plan, ~~partially~~and proceeds received related to the quarterly payment on the PSL Promissory Note (prior to being discharged).

46Net cash provided by financing activities was $198.9 million in fiscal year 2024, consisting of $245.5 million of borrowing under the 2023 Term Loan Facility, net of deferred financing costs, proceeds received related to the quarterly payment from PSL on our related party loan and proceeds received in connection with the issuance of common stock under our employee stock purchase plan, partially offset by payments on the 2020 Term Loan Facility and 2023 Term Loan Facility, taxes related to the net settlement of equity awards, and payments of debt issuance costs in connection with the 2023 Revolving Credit Facility and 2023 Term Loan Facility.

offset by payments on the 2020 Term Loan Facility and 2023 Term Loan Facility, taxes related to the net settlement of equity awards, and payments of debt issuance costs in connection with the 2023 Revolving Credit Facility and 2023 Term Loan Facility.

Net cash used in financing activities was $20.0 million in fiscal year 2023, consisting of funds loaned to PSL of $7.5 million and $18.1 million of payments for taxes related to net share settlement of equity awards, partially offset by $2.8 million of proceeds received related to the quarterly payments from PSL on our related party loan and proceeds received in connection with the issuance of common stock under our employee stock purchase plan totaling $2.8 million.

Debt Obligations

See Note 13, “Debt and Other Borrowings” in the consolidated financial statements included elsewhere in this Annual Report for information regarding our debt obligations, including our term loans and credit facilities.

Recent Accounting Pronouncements

Refer to Note 2, “Summary of Significant Accounting Policies” to the consolidated financial statements included elsewhere in this Annual Report for information regarding recent accounting pronouncements.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingencies at the date of the financial statements and the reported amounts of revenues 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. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. Actual results could differ from those estimates, and such differences may be material to our financial statements. We believe that the accounting policies described below require management’s most difficult, subjective or complex judgments. Judgments or uncertainties affecting the application of these policies may result in materially different amounts being reported under different conditions or using different assumptions. Accordingly, we believe these are the most critical to aid in fully understanding and evaluating our financial condition and results of operations. See Note 2, “Summary of Significant Accounting Policies” to the consolidated financial statements included elsewhere in this Annual Report for additional information regarding these and our other significant accounting policies.

Sales Allowances

Sales allowances include sales in which the amount of consideration that we will receive is unknown as of the end of a reporting period. Such consideration primarily includes limited price protection provisions provided to distributors. We estimate potential future sales allowances based on historical data from prior sales adjustments. Historical experience can change over time. As a result, estimated sales allowances may differ significantly from amounts recorded in the current and historical periods. See Note 6, “Trade Accounts Receivable, Net” to the consolidated financial statements for information regarding the change in sales allowances.

Goodwill, other intangible assets and other long-lived assets

Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Goodwill is not amortized, but rather is assessed for impairment at the reporting unit level annually during the fourth quarter of each fiscal year or more frequently if we believe indicators of impairment exist. Goodwill impairment, if any, is determined by comparing the reporting unit’s fair value to its carrying value. An impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit.

In testing goodwill for impairment, we have the option to first consider qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Such qualitative factors include industry and market considerations, economic conditions, entity-specific financial performance and other events, such as changes in management, strategy and primary customer base. If based on our qualitative assessment it is more likely than not that the fair value of the reporting unit is less than its carrying amount, quantitative impairment testing is required. However, if we conclude otherwise, quantitative impairment testing is not required.

We assess indefinite-lived intangible assets for impairment on an annual basis, and more frequently if impairment indicators are identified. We also periodically reassess their continuing classification as indefinite-lived intangible assets. Impairment exists if the fair value of the intangible asset is less than its carrying value. An impairment charge equal to the difference is recorded to reduce the carrying value to its fair value.

Other long-lived assets primarily consist of property and equipment, operating lease right-of-use assets and intangible assets. Acquired intangible assets consist of completed technologies, customer relationships, trademarks and trade names, and patents. We engage third-party valuation specialists to assist us with the initial measurement of the fair value of acquired intangible assets. We periodically evaluate the recoverability of other long-lived assets whenever events and changes in circumstances, such as reductions in demand or significant economic slowdowns in the industry, indicate that the carrying amount of an asset may not be fully recoverable. When indicators of impairment are present, the carrying values of the asset group are evaluated in relation to the future undiscounted cash flows of the underlying business. The net book value of the underlying asset is adjusted to fair value if the sum of the expected discounted cash flows is less than book value. Fair values are based on estimates of market prices and assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk.

4753

~~discounted~~The ~~cash~~impairment ~~flows~~assessment isof ~~less~~goodwill, ~~than~~other ~~book~~intangible ~~value.~~assets ~~Fair~~and ~~values~~other ~~are~~long-lived ~~based~~assets oninvolves significant estimates ofand ~~market~~assumptions, ~~prices~~which may be unpredictable and ~~assumptions~~inherently ~~concerning~~uncertain. ~~the~~These ~~amount~~estimates and ~~timing~~assumptions may include identification of reporting units and asset groups, long-term growth rates, profitability, estimated ~~future~~useful ~~cash~~lives, ~~flows~~comparable ~~and~~market ~~assumed~~multiples, and discount rates,. ~~reflecting~~Any ~~varying~~changes ~~degrees~~in these assumptions could impact the result of ~~perceived~~the ~~risk~~impairment assessment. Impairment assessments are performed in the fourth quarter of each fiscal year. No impairments were identified for fiscal year 2025.

The impairment assessment of goodwill, other intangible assets and other long-lived assets involves significant estimates and assumptions, which may be unpredictable and inherently uncertain. These estimates and assumptions include identification of reporting units and asset groups, long-term growth rates, profitability, estimated useful lives, comparable market multiples, and discount rates. Any changes in these assumptions could impact the result of the impairment assessment.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk in the ordinary course of business, consisting primarily of interest rates risk associated with our cash and cash equivalents and our debt, foreign currency risk and the impact of inflation. We do not engage in speculative trading activities. The following analysis provides additional information regarding these risks.

Interest Rate Risk

Our investments have limited exposure to market risk. At March 2928, ~~2024~~2025, we maintained a portfolio of cash and cash equivalents, consisting primarily of money market fund deposits. None of these investments have a maturity date in excess of one year. Certain interest rates are variable and fluctuate with current market conditions. Because of the short-term nature of these instruments, we would not expect a sudden change in market interest rates to have a material impact on our financial condition or results of operations.

We are also exposed to market risk as a result of increases or decreases in the amount of interest expense we must pay on our ~~2023~~2025 ~~Term~~Refinanced ~~Loan~~Loans ~~Facility~~ and borrowings on our bank credit facilities. Although our ~~2023~~2025 ~~Term~~Refinanced ~~Loan~~Loans ~~Facility~~ and credit facilities have variable rates, as of March 2928, ~~2024~~2025, we do not believe that a 10% change in market interest rates would have a material impact on our financial position or results of operations.

Foreign Currency Risk

Due to our international operations, a significant portion of our cost of sales and operating expenses is denominated in currencies other than the U.S. dollar, principally the Euro and the Philippine peso. As a result, our international operations give rise to transactional market risk associated with exchange rate movements of the U.S. dollar, the Euro and the Philippine peso. We reflected foreign exchange ~~gains~~losses of $52.12 million and foreign exchange gains of $15.01 million for fiscal years ~~2024~~2025 and ~~2023~~2024, respectively. Based on fiscal year ~~2024~~2025 performance, a hypothetical appreciation (decline) in the value of the Euro in relation to the U.S. dollar of 10% would favorably (negatively) impact operating income by immaterial amounts. A hypothetical 10% appreciation (decline) in the value of the Philippine peso in relation to the U.S. dollar would negatively (favorably) impact operating income by immaterial amounts. The individual impacts to our operating income of hypothetical currency fluctuations have been calculated in isolation from any potential responses to address such exchange rate changes in our foreign markets.

In addition, we are exposed to foreign currency translation risk for those subsidiaries whose functional currency is not the U.S. dollar, as changes in the value of their functional currency relative to the U.S. dollar can adversely affect the translated amounts of our sales, expenses, net income, assets and liabilities. This can, in turn, affect the reported value and relative growth of sales and net income from one period to the next. In addition, changes in the translated value of assets and liabilities due to changes in functional currency exchange rates relative to the U.S. dollar result in foreign currency translation adjustments that are a component of other comprehensive income or loss. Foreign currency derivative instruments can be used to hedge exposures and reduce the risks of certain foreign currency transactions; however, these instruments provide only limited protection and can carry significant cost. We have no foreign currency derivative instrument hedges as of March 2928, ~~2024~~2025. We will continue to analyze our exposure to currency exchange rate fluctuations and may engage in financial hedging techniques in the future to attempt to minimize the effect of these potential fluctuations. Exchange rate fluctuations may adversely affect our financial results in the future.

Impact of Inflation

Inflationary factors, such as increases in overhead costs or the costs of other core operating resources, may adversely affect our operating results. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we do not believe the effects of inflation, if any, on our historical results of operations and financial condition have been material. We cannot assure that future inflationary or other cost pressures will not have an adverse impact on our results of operations and financial condition in the future.

Item 8. Financial Statements and Supplementary Data.

Our audited consolidated financial statements, together with the report of our independent registered public accounting ~~firms~~firm, appear at pages F-1 through F-4045 of this Annual Report ~~on Form 10-K for the year ended March 29, 2024~~.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of March 2928, ~~2024~~2025. Based on the evaluation of our disclosure controls and procedures as of March 2928, ~~2024~~2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the three months ended March 2928, ~~2024~~2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria established in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of March 2928, ~~2024~~2025. The effectiveness of the Company’s internal control over financial reporting as of March 2928, ~~2024~~2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on page F-2 of this Annual Report.

Item 9B. Other Information.

Trading Arrangements

~~During~~On March 11, 2025, Max Glover, the ~~fiscal~~Company's ~~quarter~~former ~~ended~~Senior ~~March~~Vice ~~29,~~President ~~2024~~of Worldwide Sales, ~~none~~terminated ofa ~~our~~trading ~~directors~~arrangement orhe ~~officers~~had ~~informed~~previously usadopted with respect to the sale of securities of the ~~adoption,~~Company’s ~~modification~~common orstock ~~termination~~intended to satisfy the affirmative defense of Rule 10b5-1(c) (a “Rule 10b5-1 ~~trading~~Trading ~~arrangement~~Plan”). orMr. ~~“non-~~Glover’s Rule 10b5-1 ~~trading~~Trading ~~arrangement~~Plan was adopted on December 11,” as2024, ~~those~~had a duration of 408 days and provided for the sale of up to 84,250 shares of common stock pursuant to the terms ~~are~~of ~~defined~~the inplan. ~~Regulation~~As Sof the date of termination of his Rule 10b5-K1 Trading Plan, ~~Item~~Mr. ~~408~~Glover had not sold any shares of common stock under its terms.

~~Annual~~On ~~Incentive~~March 14, 2025, Michael Doogue, the President and Chief Executive Officer of the Company, terminated a Rule 10b5-1 Trading Plan. Mr. Doogue’s Rule 10b5-1 Trading Plan was adopted on December 12, 2024, had a duration of 384 days and provided for the sale of up to 70,000 shares of common stock pursuant to the terms of the plan. As of the date of termination of his Rule 10b5-1 Trading Plan, Mr. Doogue had not sold any shares of common stock under its terms.

On May 20, 2024, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) adopted the Allegro MicroSystems, Inc. Annual Incentive Plan (the “AIP”), a plan adopted under and pursuant to the Allegro MicroSystems, Inc. 2020 Omnibus Incentive Compensation Plan (the “2020 Plan”). The AIP is effective beginning with the Company’s 2025 fiscal year and provides for the payment of annual incentive compensation to eligible AIP participants in the form of cash bonuses determined on a fiscal year basis as rewards for achieving annual performance metrics.

Administration. The AIP is administered by the Compensation Committee and, with respect to eligible participants who are not officers for Section 16(b) of the Exchange Act, by a committee of the Company’s officers to whom the Compensation Committee has delegated administrative authority.

Eligibility. The Compensation Committee will select the participants that are eligible to receive bonuses under the AIP for each fiscal year. Any employee of the Company or one of its subsidiaries who is not eligible to receive variable compensation under a separate plan, program or arrangement may be eligible to receive a bonus under the AIP for a given fiscal year, if selected by the

Compensation Committee. Each of the Company’s executive officers, including its named executive officers, are participants in the AIP.

Award Pool. Under the AIP, the Compensation Committee will establish a target award pool for each fiscal year based on the aggregate target bonus opportunities of all eligible participants for such fiscal year, as adjusted for changes in eligible participants throughout the fiscal year. Individual target bonus opportunities are based on a percentage of the applicable participant’s base salary. Following the end of each fiscal year, the Compensation Committee will make a final adjustment to the award pool by multiplying the target award pool by the weighted average achievement of each performance metric established for such fiscal year. In no event shall the final adjustments made as a result of achievement of the performance metrics for a fiscal year exceed 200% of the award pool, regardless of the performance of the performance metrics during the applicable fiscal year. The Compensation Committee has the discretion to make further adjustments to the final award pool to account for unanticipated business conditions, extraordinary events or other factors that the Compensation Committee may consider.

Performance Metrics. The Compensation Committee is responsible for setting the performance metrics each fiscal year and certifying the Company’s performance relative to such performance metrics following the conclusion of each fiscal year, as may be adjusted under certain circumstances specified in the AIP. Performance metrics may include a threshold level of performance below which no bonuses will be paid, levels of performance at which specified percentages of the target bonus may be paid and a maximum level of performance above which no additional bonus will be paid. Bonus payouts to participants that are officers for purposes of Section 16(b) of the Exchange Act may not exceed 200% of their respective target bonus opportunities under the AIP. Performance metrics will be based on objectively determinable goals based upon one or more financial, operational or strategic measures determined at the discretion of the Compensation Committee, and performance metrics may carry different weighting.

Bonus Payouts; Clawback. Bonuses for a given fiscal year will be paid, to the extent earned, within 100 days following the Compensation Committee’s certification of achievement of the applicable performance metrics following the end of such fiscal year, subject to the applicable participant’s continued employment through the date of payout. The Compensation Committee may determine, in its sole discretion, to pay a pro-rated bonus to a participant who was employed for at least 50% of the applicable fiscal year and whose employment terminated prior to the date of payout. The Compensation Committee may determine to make such pro-rated payout subject to such participant’s execution and delivery of an effective release of claims in favor of the Company and its affiliates. In addition, payouts under the AIP are subject to the Company’s Policy for Recovery of Erroneously Awarded Compensation.

Change of Control. In the event of a Change of Control (as defined in the 2020 Plan) prior to the end of a given fiscal year, such fiscal year will be deemed to end on the date of such Change of Control and the performance metrics for such fiscal year will be deemed to have been achieved at the greater of target or actual performance for the shortened fiscal year, with bonus payouts being pro-rated for the shortened fiscal year. In the event of a Change of Control following the end of a given fiscal year but prior to the payout of bonuses for such fiscal year, the performance metrics for such fiscal year will be determined based on the actual performance for the full fiscal year, and bonus payouts will be made in respect of the full fiscal year.

The above description of the AIP does not purport to be complete and is included solely as a summary of the material terms of the AIP, a copy of which is filed as Exhibit 10.9 to this Annual Report on Form 10-K and is incorporated by reference.

Compensatory Arrangement with Michael Doogue

In connection with Michael Doogue’s, the Company’s SVP and Chief Technology Officer, foreign assignment to the Company’s offices in France for approximately nine months (the “Assignment”), on May 20, 2024, the Company’s Compensation Committee approved a one-time bonus of $139,000 to compensate Mr. Doogue for travel, relocation and other costs incurred in connection with the Assignment, and tax equalization payments by the Company of up to $200,000 to ensure that the income and employment tax burden incurred by Mr. Doogue during the Assignment is not substantially greater or less than the tax that he would have paid if he had performed all of his duties in the United States. The one-time bonus will be paid in biweekly installments beginning on June 1, 2024 through the end of the Company’s 2025 fiscal year. For the tax equalization payments, the Company will withhold a hypothetical tax from Mr. Doogue’s employment compensation that will reflect more or less what he would have paid had he remained working in the United States, and the Company will use such hypothetical withholdings and up to an additional $200,000 to fund all actual taxes required to be paid to the applicable domestic and foreign tax authorities over the course of four years.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

5055

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Certain of the information required hereunder is incorporated herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A, which proxy statement is anticipated to be filed with the SEC within 120 days after March 2928, ~~2024~~2025. Pursuant to General Instruction G(3) of Form 10-K, additional information required hereunder relating to our executive officers is contained in Part I of this Annual Report ~~on Form 10-K~~ under the caption “Information about our Executive Officers”.

Our ~~board~~Board ~~of directors~~ has adopted a written Code of Business Conduct and Ethics that applies to our directors, officers and employees (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions). A copy of the Code is posted on our website, www.allegromicro.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address specified above. The information contained on our website is not incorporated by reference into this Annual Report ~~on Form 10-K~~.

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have adopted our Insider Trading Compliance Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and other Covered Persons (as defined in the Insider Trading Compliance Policy), that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Compliance Policy, including any amendments thereto, is ~~filed~~included as Exhibit 19.1 to this Annual Report ~~on Form 10-K~~.

Item 11. Executive Compensation.

5156

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required hereunder is incorporated herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A, which proxy statement is anticipated to be filed with the SEC within 120 days after March 2928, ~~2024~~2025, with the exception of the information regarding securities authorized for issuance under our equity compensation plans, which is set forth below.

Equity Compensation Plan Information

The following table sets forth information with respect to securities authorized for issuance under our equity compensation plans as of March 2928, ~~2024~~2025:

Plan Category

Number of Securities to be issued upon Exercise of Outstanding Options, Warrants, and Rights(a)2

Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(b)3

Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(c)

Equity Compensation Plans Approved by Security Holders1

4,~~826~~473,~~025~~801

—

2125,~~083~~822,~~910~~448

Equity Compensation Plans Not Approved by Security Holders

—

Total

4,~~826~~473,~~025~~801

2125,~~083~~822,~~910~~448

As of March 2928, ~~2024~~2025, there were 1722,~~818~~031,~~595~~422 shares available for future issuance under the Allegro MicroSystems, Inc. 2020 Omnibus Incentive Compensation Plan, and 3,~~265~~791,~~315~~026 shares available for future issuance under the Allegro MicroSystems, Inc. 2020 Employee Stock Purchase Plan ~~(the “ESPP”)~~.

As of March 2928, ~~2024~~2025, there were 2,~~610~~143,~~404~~457 PSUs issued at target and 2,~~215~~330,~~621~~344 RSUs included in this amount. PSUs were calculated at target, except for PSUs with performance periods ending as of March 2928, ~~2024~~2025, which were calculated at actual performance.

No exercise price has been derived as a result of all derivatives issued being PSUs and RSUs.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Item 14. Principal Accountant Fees and Services.

5257

PART IV

Item 15. Exhibit and Financial Statement Schedules.

The following documents are filed as part of this Annual Report ~~on Form 10-K~~:

Financial Statements.

The following financial statements are included in this ~~Form~~Annual ~~10-K~~Report from page F-1 to page F-4045:

~~Reports~~Report of Independent Registered Public Accounting ~~Firms~~Firm (PCAOB ID ~~Numbers~~Number 238 ~~and 248~~)

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Financial Statement Schedules. All schedules are omitted because they are not applicable or the required information is shown on the financial statements or notes thereto.

Exhibits.

5358

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger by and among Allegro MicroSystems, Inc. (for purposes of Section 5.15 and applicable provisions of Article IX thereof only), Allegro MicroSystems, LLC, Silicon Structures LLC, Crocus Technology International Corp. and NanoDimension Management Limited, as the Representative, dated as of August 7, 2023 (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 8, 2023)^
3.1		Third Amended and Restated Certificate of Incorporation of Allegro MicroSystems, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 2, 2020)
3.2		Second Amended and Restated Bylaws of Allegro MicroSystems, Inc. (incorporated by reference from Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed on May 25, 2023)
4.1		Specimen Stock Certificate evidencing the shares of common stock (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A filed on October 21, 2020)
4.2		Second Amended and Restated Stockholders Agreement, dated as of ~~June~~July 1623, ~~2022~~2024, by and ~~among~~between Allegro MicroSystems, Inc., and Sanken Electric Co., Ltd. ~~and OEP SKNA, L.P.~~ (incorporated by reference from Exhibit 10.12 to the Company’s Current Report on Form 8-K filed on ~~June~~July 2123, ~~2022~~2024)†
4.3		Amended and Restated Registration Rights Agreement, by and among the ~~Company~~Allegro MicroSystems, Inc., Sanken Electric Co. and OEP SKNA, L.P. (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 2, 2020)
4.4		Description of securities (incorporated by reference from Exhibit 4.4 to the Company’s Annual Report on Form 10-K on May 19, 2021)
4.5		Form of Indenture (incorporated by reference from Exhibit 4.3 to the Company’s Registration Statement on Form S-3ASR filed on November 1, 2021)
10.1		~~Amended~~Contract ~~and Restated Limited Liability Company Agreement~~ of ~~Polar Semiconductor~~Lease, ~~LLC,~~ dated as of ~~March~~April 281, ~~2020~~2004, by and ~~among~~between ~~Polar Semiconductor, LLC,~~ Allegro MicroSystems Phils. Realty, Inc. and ~~Sanken~~Allegro ~~Electric~~MicroSystems ~~Co.~~Philippines, ~~Ltd~~Inc. (incorporated by reference from Exhibit 210.120 ~~(Exhibit B)~~ to the Company’s Registration Statement on Form S-1/A filed on October 136, 2020)†
10.2		Contract of Lease, dated as of ~~April~~May 123, ~~2004~~2008, by and between Allegro MicroSystems Phils. Realty, Inc. and Allegro MicroSystems Philippines, Inc. (incorporated by reference from Exhibit 10.2021 to the Company’s Registration Statement on Form S-1 filed on October 6, 2020)
10.3		Contract of Lease, dated as of ~~May~~February 2310, ~~2008~~2010, by and between Allegro MicroSystems Phils. Realty, Inc. and Allegro MicroSystems Philippines, Inc. (incorporated by reference from Exhibit 10.2122 to the Company’s Registration Statement on Form S-1 filed on October 6, 2020)
10.4		Contract of Lease, dated as of ~~February~~December 1029, ~~2010~~2017, by and between Allegro MicroSystems Phils. Realty, Inc. and Allegro MicroSystems Philippines, Inc. (incorporated by reference from Exhibit 10.2223 to the Company’s Registration Statement on Form S-1 filed on October 6, 2020)
10.5		~~Contract~~Amended ofand ~~Lease,~~Restated ~~dated~~Allegro ~~as of December 29~~MicroSystems, ~~2017,~~LLC byExecutive ~~and~~Deferred ~~between~~Compensation ~~Allegro MicroSystems Phils. Realty~~Plan, ~~Inc.~~dated ~~and~~as ~~Allegro~~of ~~MicroSystems~~September ~~Philippines~~15, ~~Inc.~~2015 (incorporated by reference from Exhibit 10.2330 to the Company’s Registration Statement on Form S-1/A filed on October 613, 2020)*
10.6		~~Amended~~Form ~~and~~of ~~Restated~~ Allegro MicroSystems, ~~LLC~~Inc. ~~Executive~~2020 ~~Deferred~~Omnibus Incentive Compensation Plan, ~~dated as of September 15, 2015~~ (incorporated by reference from Exhibit 10.307 to the Company’s ~~Registration~~Annual ~~Statement~~Report on Form S10-~~1/A~~K ~~filed~~ on ~~October~~May 1323, ~~2020~~2024)*
10.7		Form of Allegro MicroSystems, Inc. ~~2020~~Annual ~~Omnibus~~ Incentive ~~Compensation~~ Plan (incorporated by reference from Exhibit 10.8 to the Company’s Annual Report on Form 10-K on May 23, 2024)*
10.8		Form of Restricted Stock Unit Agreement under Allegro MicroSystems, Inc. ~~Annual~~2020 Omnibus Incentive Compensation Plan (Employees) (incorporated by reference from Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on May 19, 2021)*

5459

10.9		Form of Restricted Stock Unit Agreement under Allegro MicroSystems, Inc. 2020 Omnibus Incentive Compensation Plan (~~Employees~~Executives) (incorporated by reference from Exhibit 10.3119 to the Company’s Annual Report on Form 10-K filed on May 1925, ~~2021~~2023)*
10.10		Form of Restricted Stock Unit Agreement under Allegro MicroSystems, Inc. 2020 Omnibus Incentive Compensation Plan (~~Executives~~Board of Directors) (incorporated by reference from Exhibit 10.1934 to the Company’s ~~Annual~~Registration ~~Report~~Statement on Form 10S-K1/A filed on ~~May~~October 2521, ~~2023~~2020)*
10.11		Form of ~~Restricted~~Performance Stock Unit Agreement under Allegro MicroSystems, Inc. 2020 Omnibus Incentive Compensation Plan (~~Board of Directors) (~~incorporated by reference from Exhibit 10.3422 to the Company’s ~~Registration~~Annual ~~Statement~~Report on Form S10-~~1/A~~K filed on ~~October~~May 2125, ~~2020~~2023)*
10.12		Form of ~~Performance Stock Unit Agreement under~~ Allegro MicroSystems, Inc. 2020 ~~Omnibus~~Employee ~~Incentive~~Stock ~~Compensation~~Purchase Plan (incorporated by reference from Exhibit 1099.335 to the Company’s ~~Annual~~Registration ~~Report~~Statement on Form 10S-K8 filed on ~~May~~October 1930, ~~2021~~2020)*
10.13		Form of ~~Performance~~Severance ~~Stock Unit~~ Agreement ~~under~~between Allegro MicroSystems, Inc. ~~2020~~and ~~Omnibus~~its ~~Incentive~~executive ~~Compensation~~officers ~~Plan~~ (incorporated by reference from Exhibit 10.2232 to the Company’s Annual Report on Form 10-K filed on May 25, 2023)*
10.14		Amended and Restated Form of Severance Agreement between Allegro MicroSystems, Inc. ~~2020~~and ~~Employee~~its ~~Stock~~executive ~~Purchase Plan (incorporated by reference from Exhibit 99.5 to the Company’s Registration Statement on Form S-8 filed on October 30, 2020)~~officers*
10.15		~~Form~~Summary of ~~Severance Agreement between~~ Allegro MicroSystems, Inc. ~~and its executive officers (incorporated by reference from Exhibit 10.32 to the Company’s Annual Report on Form 10~~Non-KEmployee ~~filed~~Director ~~on May 25~~Compensation, ~~2023)~~as amended*
10.16		~~Summary~~Form of Indemnification Agreement between Allegro MicroSystems, Inc. ~~Non-Employee~~and ~~Director~~its ~~Compensation,~~directors asand ~~amended~~officers (incorporated by reference from Exhibit 10.243 to the Company’s ~~Quarterly~~Registration ~~Report~~Statement on Form 10S-Q1/A filed on ~~February~~October 121, ~~2023~~2020)*
10.17		Employment Agreement, dated ~~May~~February 223, ~~2022~~2025, by and between Allegro MicroSystems, Inc. and ~~Vineet~~Michael ~~Nargolwala~~C. Doogue (incorporated by reference from Exhibit 10.31 to the Company’s Current Report on Form 8-K filed on ~~May~~February 924, ~~2022~~2025)*
10.18		~~Second~~Separation ~~Amended~~Agreement and ~~Restated~~General ~~Severance~~Release ~~Agreement~~of Claims, dated ~~May~~February 623, ~~2022~~2025, by and between Allegro MicroSystems, Inc. and ~~Ravi~~Vineet ~~Vig~~Nargolwala (incorporated by reference from Exhibit 10.12 to the Company’s Current Report on Form 8-K filed on ~~May~~February 924, ~~2022~~2025)*
10.19		~~Letter~~Wafer Foundry Agreement, ~~dated~~effective ~~May~~January 626, ~~2022~~2023, by and between Allegro MicroSystems, Inc. and ~~Ravi~~Polar ~~Vig~~Semiconductor, LLC (incorporated by reference from Exhibit 10.26 to the Company’s ~~Current~~Quarterly Report on Form 810-KQ filed on ~~May~~February 91, ~~2022~~2023)*†
10.20		~~Form~~Amended ofand ~~Indemnification~~Restated Limited Partnership Agreement ~~between~~of Polar Semiconductor, L.P. by and among Polar Semiconductor, LP, Polar Semiconductor GP I, LLC, Allegro MicroSystems, Inc., ~~and~~Sanken ~~its~~Electric ~~directors~~Co., Ltd, and ~~officers~~PS Investment Aggregator, LP dated as of September 20, 2024 (incorporated by reference from Exhibit 10.431 to the Company’s ~~Registration~~Current ~~Statement~~Report on Form S8-~~1/A~~K filed on ~~October~~September 2124, ~~2020~~2024)*
10.21		~~Term~~Share ~~Loan~~Repurchase ~~Credit~~ Agreement, dated as of ~~September~~July 3023, ~~2020~~2024, ~~by and~~ between the Allegro MicroSystems, Inc., ~~Credit Suisse AG, Cayman Islands Branch, as administrative agent~~ and ~~collateral~~Sanken ~~agent,~~Electric ~~and the other agents~~Co., ~~arrangers~~Ltd. ~~and lenders party thereto~~ (incorporated by reference from Exhibit 10.441 to the Company’s ~~Registration~~Current ~~Statement~~Report on Form S8-~~1/A~~K filed on ~~October~~July 1323, ~~2020~~2024)†^
10.22		~~Term~~Sale ~~Loan~~and ~~Security~~Subscription Agreement, ~~dated as of September 30, 2020,~~ by and ~~between~~among Allegro MicroSystems, Inc., ~~the~~Sanken ~~other~~Electric ~~grantors~~Co., ~~party~~Ltd., ~~thereto~~Polar ~~from~~Semiconductor, ~~time to time~~LLC, and ~~Credit~~PS ~~Suisse~~Investment AGAggregator, ~~Cayman Islands Branch~~LP, dated as ~~collateral~~of ~~agent~~April 25, 2024 (incorporated by reference from Exhibit 10.451 to the Company’s ~~Registration~~Quarterly ~~Statement~~Report on Form S10-~~1/A~~Q filed on ~~October~~August 132, ~~2020~~2024)†^
10.23		~~Revolving Facility Credit Agreement~~Amendment, dated asMarch ~~of September 30~~31, ~~2020~~2025, byto ~~and~~the ~~between~~Distribution ~~Allegro~~Agreement ~~MicroSystems,~~dated ~~Inc.,~~April ~~Mizuho Bank~~1, ~~Ltd.,~~2023 asby ~~administrative agent~~ and ~~collateral~~between ~~agent,~~Allegro ~~and the other agents~~MicroSystems, ~~arrangers~~LLC and ~~lenders~~Sanken ~~party~~Electric ~~thereto (incorporated by reference from Exhibit 10~~Co.~~46 to the Company’s Registration Statement on Form S-1/A filed on October 13~~, ~~2020)~~Ltd.†
10.24		Revolving Facility ~~Security~~Credit Agreement, dated as of ~~September~~June 3021, ~~2020~~2023, by and ~~between~~among Allegro MicroSystems, Inc., ~~the~~as ~~other~~borrower, ~~grantors~~Morgan ~~party~~Stanley ~~thereto~~Senior ~~from~~Funding, ~~time~~Inc. toas ~~time,~~administrative agent and ~~Mizuho~~collateral ~~Bank~~agent, ~~Ltd.,~~and asthe ~~collateral~~other ~~agent~~lenders from time to time party thereto (incorporated by reference from Exhibit 10.471 to the Company’s ~~Registration~~Current ~~Statement~~Report on Form S8-~~1/A~~K ~~filed~~Filed on ~~October~~June 1323, ~~2020~~2023)^

5560

10.25		Term Loan Credit Agreement - First Amendment, dated as of ~~December~~June 228, ~~2021~~2023, by and between Allegro MicroSystems, Inc. and ~~Polar~~Credit ~~Semiconductor~~Suisse AG, ~~LLC~~Cayman Islands Branch (incorporated by reference from Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on ~~February~~August 24, ~~2022~~2023)
10.26		~~Wafer~~First ~~Foundry~~Amendment to Revolving Facility Credit Agreement, ~~effective~~dated ~~January~~October 2631, 2023, by and ~~between~~among Allegro MicroSystems, Inc., as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent and ~~Polar~~collateral ~~Semiconductor~~agent, ~~LLC~~and the other lenders from time to time party thereto (incorporated by reference from Exhibit 10.61 to the Company’s ~~Quarterly~~Current Report on Form 108-QK filed on ~~February~~November 1, 2023)†^
10.27		~~Transition~~Second Amendment to the Credit Agreement, dated August 6, 2024, by and among Allegro MicroSystems, Inc., ~~and~~Allegro ~~Sanken~~MicroSystems, ~~Electric~~LLC, ~~Co.~~Morgan Stanley Senior Funding, ~~Ltd~~Inc. and each lender from time to time party thereto, ~~dated~~effective as of ~~September~~August 296, ~~2022~~2024 (incorporated by reference from Exhibit 10.1 to the Company’'s Current Report on Form 8-K filed on ~~October~~August 37, ~~2022~~2024)†
10.28		~~Distribution~~Third Amendment to the Credit Agreement by and ~~between~~among Allegro MicroSystems, Inc., Allegro MicroSystems, LLC, ~~and~~Morgan ~~Sanken~~Stanley ~~Electric~~Senior ~~Co.~~Funding, ~~Ltd~~Inc. and each lender from time to time party thereto, effective ~~April~~as 1of February 6, ~~2023~~2025 (incorporated by reference from Exhibit 10.21 to the Company’s Current Report on Form 8-K filed on ~~April~~February 56, ~~2023~~2025)†
10.29		Revolving Facility Credit Agreement, dated as of June 21, 2023, by and among Allegro MicroSystems, Inc., as borrower, Morgan Stanley Senior Funding, Inc. as administrative agent and collateral agent, and the other lenders from time to time party thereto (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K Filed on June 23, 2023)^
19.1		Insider Trading Compliance Policy of Allegro MicroSystems, Inc. (incorporated by reference from Exhibit 19.1 to the Company's Annual Report on Form 10-K filed on May 23, 2024)
10.30		Term Loan Credit Agreement - First Amendment, dated as of June 28, 2023, by and between Allegro MicroSystems, Inc. and Credit Suisse AG, Cayman Islands Branch (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2023)
10.31		First Amendment to Revolving Facility Credit Agreement, dated October 31, 2023, by and among Allegro MicroSystems, Inc., as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and the other lenders from time to time party thereto (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 1, 2023)
19.1		Insider Trading Compliance Policy of Allegro Microsystems, Inc.
21.1		Subsidiaries of Allegro MicroSystems, Inc.
23.1		Consent of ~~Grant~~PricewaterhouseCoopers ~~Thornton~~ LLP
23.2		Consent of PricewaterhouseCoopers LLP
31.1		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
97.1		Policy for Recovery of Erroneously Awarded Compensation of Allegro MicroSystems, Inc. (incorporated by reference from Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on May 23, 2024
101.INS		Inline XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 filed herewith)

* Indicates management contract or compensatory plan, contract or arrangement.

** Certification is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act except to the extent that the registrant specifically incorporates it by reference.

† Portions of this exhibit (indicated by “[XXX]” or “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because they are both (i) not material and (ii) the type of information that the Company customarily and actually treats as private and confidential.

^ Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such omitted annexes, schedules and exhibits to the Securities and Exchange Commission upon request.

Item 16. Form 10-K Summary.

None.

5761

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ALLEGRO MICROSYSTEMS, INC. By: /s/ ~~Vineet~~Michael ~~Nargolwala~~C. ~~Vineet~~Doogue ~~Nargolwala~~Michael C. Doogue President, Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Derek P. D’Antilio and Sharon S. Briansky, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this report, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ Vineet Nargolwala	President and Chief Executive Officer (Principal	May 23, 2024
/s/ Michael C. Doogue	President and Chief Executive Officer (Principal	May 22, 2025
Vineet Nargolwala	Executive Officer) and Director
Michael C. Doogue	Executive Officer) and Director
/s/ Derek P. D’Antilio	Chief Financial Officer (Principal Financial Officer)	May 2322, ~~2024~~2025
Derek P. D’Antilio
/s/ Roald G. Webster	Vice President, Chief Accounting Officer	May 2322, ~~2024~~2025
Roald G. Webster
/s/ Yoshihiro (Zen) Suzuki	Chairman of the Board of Directors	May 2322, ~~2024~~2025
Yoshihiro (Zen) Suzuki
/s/ David Aldrich	Director	May 23, 2024
/s/ Katsumi Kawashima	Director	May 22, 2025
David Aldrich
/s/ Kojiro Hatano	Director	May 23, 2024
Kojiro Hatano
/s/ Katsumi Kawashima	Director	May 23, 2024
Katsumi Kawashima
/s/ Richard Lury	Director	May 2322, ~~2024~~2025
Richard Lury
/s/ Susan Lynch	Director	May 2322, ~~2024~~2025
Susan Lynch
/s/ Joseph Martin	Director	May 2322, ~~2024~~2025
Joseph Martin
/s/ Mary Puma	Director	May 23, 2024
/s/ Krishna Palepu	Director	May 22, 2025
Krishna Palepu
/s/ Mary Puma	Director	May 22, 2025
Mary Puma
/s/ Jennie Raubacher	Director	May 22, 2025
Jennie Raubacher

5862

/s/ Jennie Raubacher		Director	May 23, 2024
Index to Consolidated Financial Statements
Jennie Raubacher
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 238)	F-2
/s/ Paul Carl (Chip) Schorr IV		Director	May 23, 2024
Consolidated Balance Sheets	F-4
Paul Carl (Chip) Schorr IV
Consolidated Statements of Operations	F-5
Consolidated Statements of Comprehensive (Loss) Income	F-6
Consolidated Statements of Changes in Stockholders’ Equity	F-7
Consolidated Statements of Cash Flows	F-8
Notes to Consolidated Financial Statements	F-10

Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 238)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)	F-4
Consolidated Balance Sheets	F-5
Consolidated Statements of Operations	F-6
Consolidated Statements of Comprehensive Income	F-7
Consolidated Statements of Changes in Stockholders’ Equity	F-8
Consolidated Statements of Cash Flows	F-9
Notes to Consolidated Financial Statements	F-11

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Allegro MicroSystems, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Allegro MicroSystems, Inc. and its subsidiaries (the “Company”) as of March 2928, ~~2024~~2025 and March 3129, ~~2023~~2024, and the related consolidated statements of operations, of comprehensive (loss) income, of changes in stockholders’ equity and of cash flows for each of the three years ~~then~~in the period ended March 28, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of March 2928, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 2928, ~~2024~~2025 and March 3129, ~~2023~~2024, and the results of its operations and its cash flows for each of the three years ~~then~~in the period ended March 28, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 2928, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The

F-2

~~communication~~Critical ofAudit critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Sales Allowance

As described in Notes 2 and 4 to the consolidated financial statements, variable consideration, such as sales allowances, includes sales in which the amount of consideration that the Company will receive is unknown as of the end of the reporting period. Such consideration primarily includes limited price protection provisions provided to distributors, sales under agreements that allow rights of return, referred to as stock rotation, provided to distributors, discounts and credits provided to distributors and returns provisions offered to direct customers, which make up a portion of total net sales of $1725.0 ~~billion~~million for the year ended March 2928, ~~2024~~2025. The liability for returns and sales allowances was $4433.89 million as of March 2928, ~~2024~~2025, of which a significant portion relates to a certain sales allowance program. Management estimates potential future returns, credits and sales allowances based on historical data from prior sales returns and credits issued and changes in product sales to customers.

The principal considerations for our determination that performing procedures relating to revenue recognition - sales allowance is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to the sales allowance and the liability related to the sales allowance transactions.

Acquisition of Crocus Technology International Corp. - Valuation of Completed Technology

As described in Note 3 to the consolidated financial statements, on October 31, 2023, the Company completed the acquisition of Crocus Technology International Corp. (“Crocus”) for $412.3 million in cash, subject to a working capital adjustment. Of the acquired intangible assets, $234.0 million of completed technology was recorded. Management applied the multi-period excess earnings method under the income approach to estimate the fair value of the completed technology asset. The fair value of intangible assets was based on estimates and assumptions developed by management, including estimating future cash flows relating to revenue growth rates, operating margins, discount rates, and technology obsolescence curves.

The principal considerations for our determination that performing procedures relating to the valuation of completed technology acquired in the acquisition of Crocus is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the completed technology acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, operating margins, discount rate, and technology obsolescence curve; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the completed technology acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the completed technology acquired; (iii) evaluating the appropriateness of the multi-period excess earnings method used by management; (iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings method; and (v) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, operating margins, discount rate, and technology obsolescence curve. Evaluating management’s assumptions related to revenue growth rates and operating margins involved considering (i) the current and past performance of the Crocus business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings method and (ii) the reasonableness of the discount rate and technology obsolescence curve assumptions.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

May 2322, ~~2024~~2025

We have served as the Company’s auditor since 2022.

F-3

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Allegro MicroSystems, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of Allegro MicroSystems, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of March 25, 2022 (not presented herein), the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for the fiscal period ended March 25, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 25, 2022 and the results of its operations and its cash flows for the fiscal period ended March 25, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Grant Thornton LLP

Boston, Massachusetts

May 18, 2022

We served as the Company’s auditor from 2019 to 2022.

F-4

ALLEGRO MICROSYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and share amounts)

	March 29,2024			March 31,2023
	March 28,2025			March 29,2024
Assets
Current assets:
Cash and cash equivalents	$	~~212~~121,~~143~~334		$	~~351~~212,~~576~~143
Restricted cash		109,~~018~~773			710,~~129~~018
Trade accounts receivable, net of provision for expected credit losses of $145 and $102 at March 29, 2024 and March 31, 2023, respectively		118,508			111,290
Trade accounts receivable, net		84,598			118,508
Trade and other accounts receivable due from related party		207			13,494
Inventories		183,914			162,302
Accounts receivable - other		2,703			1,943
Prepaid income taxes		36,662			31,908
Inventories		162,302			151,301
Prepaid expenses and other current assets		30,247			33,584
Prepaid income taxes		31,908			2,090
Current portion of related party notes receivable		—			3,750
Prepaid expenses and other current assets		30,674			23,256
Assets held for sale		16,508			—
Current portion of related party notes receivable		3,750			3,750
Total current assets		483,036			572,213
Total current assets		572,213			665,829
Property, plant and equipment, net		302,919			321,175
Property, plant and equipment, net		321,175			263,099
Operating lease right-of-use assets, net		20,849			20,374
Operating lease right-of-use assets, net		20,374			16,866
Deferred income tax assets		68,528			54,496
Deferred income tax assets		54,496			50,359
Goodwill		202,475			202,425
Goodwill		202,425			27,691
Intangible assets, net		262,115			276,854
Intangible assets, net		276,854			52,378
Related party notes receivable, less current portion		—			4,688
Related party notes receivable, less current portion		4,688			8,438
Equity investment in related party		31,695			26,727
Equity investment in related party		26,727			27,265
Other assets		49,344			51,651
Other assets		51,651			69,230
Total assets	$	1,420,961		$	1,530,603
Total assets	$	1,530,603		$	1,181,155
Liabilities, Non-Controlling Interests and Stockholders’ Equity
Current liabilities:
Trade accounts payable	$	3538,~~964~~733		$	5635,~~256~~964
Amounts due to related party		16,~~626~~535			91,~~682~~626
Accrued expenses and other current liabilities		7160,~~126~~083			9471,~~894~~126
Current portion of operating lease liabilities		5,~~263~~487			45,~~493~~263
Current portion of long-term debt		31,~~929~~423			—3,929
Total current liabilities		~~117~~112,~~908~~261			~~165~~117,~~325~~908
Long-term debt		~~249~~344,~~611~~703			25249,~~000~~611
Operating lease liabilities, less current portion		16,~~404~~878			1316,~~048~~404
Other long-term liabilities		1416,~~964~~019			1014,~~967~~964
Total liabilities		~~398~~489,~~887~~861			~~214~~398,~~340~~887
Commitments and contingencies (Note 16)
Stockholders’ Equity:
Preferred Stock, $0.01 par value; 20,000,000 shares authorized, no shares issued or outstanding at March 29, 2024 and March 31, 2023		—			—
Preferred Stock, $0.01 par value; 20,000,000 shares authorized, no shares issued or outstanding at March 28, 2025 and March 29, 2024		—			—
Common stock, $0.01 par value; 1,000,000,000 shares authorized, 193,164,609 shares issued and outstanding at March 29, 2024; 1,000,000,000 shares authorized, 191,754,292 issued and outstanding at March 31, 2023		1,932			1,918
Common stock, $0.01 par value; 1,000,000,000 shares authorized, 184,286,567 shares issued and outstanding at March 28, 2025; 1,000,000,000 shares authorized, 193,164,609 issued and outstanding at March 29, 2024		1,843			1,932
Additional paid-in capital		~~694~~1,~~332~~012,055			~~674~~694,~~179~~332
Retained earnings		463,012			310,315
(Accumulated deficit) retained earnings		(53,591	)		463,012
Accumulated other comprehensive loss		(2830,~~841~~752	)		(2028,~~784~~841	)
Equity attributable to Allegro MicroSystems, Inc.		1929,~~130,435~~555			~~965~~1,~~628~~130,435
Non-controlling interests		1,~~281~~545			1,~~187~~281
Total stockholders’ equity		1931,~~131,716~~100			~~966~~1,~~815~~131,716
Total liabilities, non-controlling interests and stockholders’ equity	$	1,~~530~~420,~~603~~961		$	1,~~181~~530,~~155~~603

The accompanying notes are an integral part of these consolidated financial statements.

F-54

ALLEGRO MICROSYSTEMS, INC.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

	Fiscal Year Ended
	March 29,2024			March 31,2023			March 25,2022
	March 28,2025			March 29,2024			March 31,2023
Net sales	$	1725,~~043,206~~006		$	~~812~~1,~~890~~043,206		$	~~619~~812,~~861~~890
Net sales to related party		~~6,161~~—			~~160~~6,~~763~~161			~~148~~160,~~813~~763
Total net sales		1725,~~049,367~~006			~~973~~1,~~653~~049,367			~~768~~973,~~674~~653
Cost of goods sold		~~471~~403,~~894~~479			~~348~~471,~~390~~894			~~286~~348,~~855~~390
Cost of goods sold to related party		~~2,944~~—			792,~~184~~944			7479,~~359~~184
Gross profit		~~574~~321,~~529~~527			~~546~~574,~~079~~529			~~407~~546,~~460~~079
Operating expenses:
Research and development		~~176~~179,~~638~~649			~~150~~176,~~850~~638			~~121~~150,~~873~~850
Selling, general and administrative		~~188~~161,~~429~~680			~~191~~188,~~922~~429			~~148~~191,~~937~~922
Impairment of long-lived assets		~~13,218~~—			—13,218			—
Total operating expenses		~~378~~341,~~285~~329			~~342~~378,~~772~~285			~~270~~342,~~810~~772
Operating income		196,244			203,307			136,650
Operating (loss) income		(19,802	)		196,244			203,307
Other income (expense):
Other (expense) income:
Interest expense		(1030,~~763~~366	)		(210,~~336~~763	)		(2,~~499~~336	)
Interest income		31,~~144~~524			13,~~724~~144			1,~~442~~724
Foreign currency transaction gain (loss)		5,064			980			(568	)
Foreign currency transaction (loss) gain		(2,172	)		5,064			980
(Loss) income in earnings of equity investment		(538	)		(406	)		1,007
Income (loss) in earnings of equity investment		1,176			(538	)		(406	)
Other income, net		1,646			8,077			4,714
Loss on change in fair value of forward repurchase contract		(34,752	)		—			—
Income before income taxes		194,797			211,346			140,746
Other (expense) income, net		(1,304	)		1,646			8,077
Income tax provision		41,909			23,852			21,191
(Loss) income before income taxes		(85,696	)		194,797			211,346
Net income		152,888			187,494			119,555
Income tax (benefit) provision		(12,933	)		41,909			23,852
Net income attributable to non-controlling interests		191			137			148
Net (loss) income		(72,763	)		152,888			187,494
Net income attributable to Allegro MicroSystems, Inc.	$	152,697		$	187,357		$	119,407
Net income attributable to non-controlling interests		247			191			137
Net income per common share attributable to Allegro MicroSystems, Inc.:
Net (loss) income attributable to Allegro MicroSystems, Inc.	$	(73,010	)	$	152,697		$	187,357
Basic	$	0.79		$	0.98		$	0.63
Net (loss) income per common share attributable to Allegro MicroSystems, Inc.:
Diluted	$	0.78		$	0.97		$	0.62
Basic	$	(0.39	)	$	0.79		$	0.98
Diluted	$	(0.39	)	$	0.78		$	0.97
Weighted average shares outstanding:
Basic		~~192~~187,~~573~~707,~~169~~391			~~191~~192,~~197~~573,~~452~~169			~~189~~191,~~748~~197,~~427~~452
Diluted		~~194~~187,~~674~~707,~~352~~391			~~193~~194,~~688~~674,~~102~~352			~~191~~193,~~811~~688,~~205~~102

The accompanying notes are an integral part of these consolidated financial statements.

F-65

ALLEGRO MICROSYSTEMS, INC.

Consolidated Statements of Comprehensive (Loss) Income

(in thousands)

	Fiscal Year Ended
	March 29,2024			March 31,2023			March 25,2022
	March 28,2025			March 29,2024			March 31,2023
Net income	$	152,888		$	187,494		$	119,555
Net (loss) income	$	(72,763	)	$	152,888		$	187,494
Net income attributable to non-controlling interests		~~191~~247			~~137~~191			~~148~~137
Net income attributable to Allegro MicroSystems, Inc.		152,697			187,357			119,407
Net (loss) income attributable to Allegro MicroSystems, Inc.		(73,010	)		152,697			187,357
Other comprehensive (loss) income:
Foreign currency translation adjustment		(72,~~720~~127	)		(27,~~892~~720	)		(82,~~110~~892	)
Net actuarial (loss) gain amortization of net transition obligation and prior service costs related to defined benefit plans, net of tax of $145, $(164) and $(472) in fiscal years 2024, 2023 and 2022, respectively		(434	)		492			1,416
Net actuarial gain (loss) on amortization of net transition obligation and prior service costs related to defined benefit plans, net of tax of $(84), $145 and $(164) in fiscal years 2025, 2024 and 2023, respectively		252			(434	)		492
Comprehensive income		144,543			184,957			112,713
Comprehensive (loss) income		(74,885	)		144,543			184,957
Other comprehensive gain attributable to non-controlling interests	97				64			111
Other comprehensive (loss) gain attributable to non-controlling interests		(36	)		97			64
Comprehensive income attributable to Allegro MicroSystems, Inc.	$	144,640		$	185,021		$	112,824
Comprehensive (loss) income attributable to Allegro MicroSystems, Inc.	$	(74,921	)	$	144,640		$	185,021

The accompanying notes are an integral part of these consolidated financial statements.

F-76

ALLEGRO MICROSYSTEMS, INC.

Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share amounts)

	Preferred Stock				Common Stock
	Shares		Amount		Shares			Amount			AdditionalPaid-InCapital			RetainedEarnings (Accumulated Deficit)			AccumulatedOtherComprehensive Loss			Non-controllingInterests			~~TotalEquity~~Total Stockholders’Equity
Balance at March 26, 2021		—	$	—		189,588,161		$	1,896		$	592,170		$	3,551		$	(11,865	)	$	1,119		$	586,871
Net income		—		—		—			—			—			119,407			—			148			119,555
Employee stock purchase plan issuances		—		—		125,767			1			2,831			—			—			—			2,832
Stock-based compensation, net of forfeitures and restricted stock vested		—		—		759,667			8			33,429			—			—			—			33,437
Payments of taxes withheld on net settlement of equity awards		—		—		—			—			(638	)		—			—			—			(638	)
Foreign currency translation adjustment		—		—		—			—			—			—			(7,999	)		(111	)		(8,110	)
Net actuarial gain and amortization of net transition obligation and prior service costs related to defined benefit plans, net of tax		—		—		—			—			—			—			1,416			—			1,416
Balance at March 25, 2022		—	$	—		190,473,595		$	1,905		$	627,792		$	122,958		$	(18,448	)	$	1,156		$	735,363
Net income		—		—		—			—			—			187,357			—			137			187,494
Cash dividends to non-controlling interest		—		—		—			—			—			—			—			(42	)		(42	)
Employee stock purchase plan issuances		—		—		161,726			2			2,791			—			—			—			2,793
Stock-based compensation, net of forfeitures and restricted stock vested		—		—		1,118,971			11			61,657			—			—			—			61,668
Payments of taxes withheld on net settlement of equity awards		—		—		—			—			(18,061	)		—			—			—			(18,061	)
Foreign currency translation adjustment		—		—		—			—			—			—			(2,828	)		(64	)		(2,892	)
Net actuarial gain and amortization of net transition obligation and prior service costs related to defined benefit plans, net of tax		—		—		—			—			—			—			492			—			492
Net actuarial gain on amortization of net transition obligation and prior service costs related to defined benefit plans, net of tax		—		—		—			—			—			—			492			—			492
Balance at March 31, 2023		—	$	—		191,754,292		$	1,918		$	674,179		$	310,315		$	(20,784	)	$	1,187		$	966,815
Net income		—		—		—			—			—			152,697			—			191			152,888
Employee stock purchase plan issuances		—		—		144,226			1			3,634			—			—			—			3,635
Stock-based compensation, net of forfeitures and restricted stock vested		—		—		1,266,091			13			42,419			—			—			—			42,432
Payments of taxes withheld on net settlement of equity awards		—		—		—			—			(25,900	)		—			—			—			(25,900	)
Foreign currency translation adjustment		—		—		—			—			—			—			(7,623	)		(97	)		(7,720	)
Net actuarial gain and amortization of net transition obligation and prior service costs related to defined benefit plans, net of tax		—		—		—			—			—			—			(434	)		—			(434	)
Net actuarial loss on amortization of net transition obligation and prior service costs related to defined benefit plans, net of tax		—		—		—			—			—			—			(434	)		—			(434	)
Balance at March 29, 2024		—	$	—		193,164,609		$	1,932		$	694,332		$	463,012		$	(28,841	)	$	1,281		$	1,131,716
Net loss		—		—		—			—			—			(73,010	)		—			247			(72,763	)
Cash dividends to non-controlling interest		—		—		—			—			—			—			—			(19	)		(19	)
Employee stock purchase plan issuances		—		—		164,756			2			3,509			—			—			—			3,511
Stock-based compensation, net of forfeitures and restricted stock vested		—		—		974,517			9			41,793			—			—			—			41,802
Issuance of common stock, net of underwriting discounts		—		—		28,750,000			288			665,562			—			—			—			665,850
Repurchases of common stock		—		—		(38,767,315	)		(388	)		(376,903	)		(443,593	)		—			—			(820,884	)
Payments of taxes withheld on net settlement of equity awards		—		—		—			—			(16,238	)		—			—			—			(16,238	)
Foreign currency translation adjustment		—		—		—			—			—			—			(2,163	)		36			(2,127	)
Net actuarial gain on amortization of net transition obligation and prior service costs related to defined benefit plans, net of tax		—		—		—			—			—			—			252			—			252
Balance at March 28, 2025		—	$	—		184,286,567		$	1,843		$	1,012,055		$	(53,591	)	$	(30,752	)	$	1,545		$	931,100

The accompanying notes are an integral part of these consolidated financial statements.

F-87

ALLEGRO MICROSYSTEMS, INC.

Consolidated Statements of Cash Flows

(in thousands)

	Fiscal Year Ended
	March 29,2024			March 31,2023			March 25,2022
	March 28,2025			March 29,2024			March 31,2023
Cash flows from operating activities:
Net income	$	152,888		$	187,494		$	119,555
Net (loss) income	$	(72,763	)	$	152,888		$	187,494
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		7164,~~382~~502			5071,~~808~~382			4850,~~527~~808
Amortization of deferred financing costs		~~527~~2,513			99527			~~101~~99
Deferred income taxes		(1816,~~613~~301	)		(4018,~~116~~613	)		7(40,~~498~~116	)
Stock-based compensation		4241,~~457~~868			6142,~~798~~457			3361,~~548~~798
Loss (gain) on disposal of assets		70			285			(349	)
Loss on change in fair value of forward repurchase contract		34,752			—			—
Change in fair value of contingent consideration		—			~~(2,800~~—	)		(2,~~000~~800	)
Impairment of long-lived assets		~~13,218~~—			—13,218			—
Provisions for inventory and expected credit losses		109,~~286~~216			(110,~~438~~286	)		6(1,~~297~~438	)
Change in fair value of marketable securities		~~3,579~~—			(73,~~471~~579	)		(37,~~722~~471	)
Other non-cash reconciling items		6,984			70			285
Changes in operating assets and liabilities:
Trade accounts receivable		(733,~~964~~081	)		(127,~~484~~964	)		(1812,~~347~~484	)
Accounts receivable - other		~~(1,035~~155	)		2(1,~~226~~035	)		(2,~~668~~226	)
Inventories		(1530,~~848~~160	)		(7515,~~150~~848	)		(475,~~471~~150	)
Prepaid expenses and other assets		(404,~~231~~756	)		(2340,~~263~~231	)		(1923,~~450~~263	)
Trade accounts payable		~~(12~~4,~~653~~044	)		11(12,~~958~~653	)		(411,~~348~~958	)
Due to (from) related party		5,231			18,326			(659	)
Due to and from related party		5,115			5,231			18,326
Accrued expenses and other current and long-term liabilities		(2116,~~579~~337	)		22(21,~~934~~579	)		(322,~~383~~934	)
Net cash provided by operating activities		~~181~~61,~~715~~913			~~193~~181,~~206~~715			~~156~~193,~~129~~206
Cash flows from investing activities:
Purchases of property, plant and equipment		(~~124~~39,~~772~~955	)		(79124,~~775~~772	)		(6979,~~941~~775	)
Acquisition of business, net of cash acquired		(408,119	)		(19,921	)		(14,549	)
Purchases of intangible assets		(1,180	)		—			—
Proceeds from sales of property, plant and equipment		—			—			27,408
Acquisition of business, net of cash acquired and working capital adjustment		319			(408,119	)		(19,921	)
Sales (purchases) in marketable securities		16,175			—			(9,189	)
Sales in marketable securities		—			16,175			—
Net cash used in investing activities		(~~516~~40,~~716~~816	)		(99516,~~696~~716	)		(6699,~~271~~696	)
Cash flows from financing activities:
Loans made to related party		—			~~(7,500~~—	)		(7,500	)
Borrowings of 2023 Term Loan Facility, net of deferred financing costs		~~245,452~~—			—245,452			—
Repayment of 2020 Term Loan Facility		~~(25,000~~—	)		—(25,000	)		—
Repayment of 2023 Term Loan Facility		(625	)		—			—
Net proceeds from Refinanced 2023 Term Loan Facility		193,081			—			—
Repayments of other debt		(842	)		—			—
Repayment of 2023 Term Loan Facility		(105,000	)		(625	)		—
Finance lease payments		(142	)		—			—
Repayments of other debt		—			(842	)		—
Receipts on related party notes receivable		3,750			2,812			—
Finance lease payments		(1,201	)		(142	)		—
Payments for taxes related to net share settlement of equity awards		(25,900	)		(18,061	)		(638	)
Receipts on related party notes receivable		1,875			3,750			2,812
Proceeds from issuance of common stock under equity award and employee purchase plan awards		3,635			2,793			2,831
Payments for taxes related to net share settlement of equity awards		(16,238	)		(25,900	)		(18,061	)
Dividends paid to non-controlling interest		—			(42	)		—
Proceeds from issuance of common stock under employee purchase plan		3,511			3,635			2,793
Payments of debt issuance costs		(1,450	)		—			—
Repurchases of common stock		(853,921	)		—			—
Net cash provided by (used in) financing activities		198,878			(19,998	)		(5,307	)
Net proceeds from issuance of common stock		665,850			—			—
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(421	)		(4,606	)		1,373
Dividends paid to non-controlling interest		(19	)		—			(42	)
Net (decrease) increase in cash and cash equivalents and restricted cash		(136,544	)		68,906			85,924
Payments of debt issuance costs		—			(1,450	)		—
Cash and cash equivalents and restricted cash at beginning of period		358,705			289,799			203,875
Net cash (used in) provided by financing activities		(112,062	)		198,878			(19,998	)
Cash and cash equivalents and restricted cash at end of period:	$	222,161		$	358,705		$	289,799
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(89	)		(421	)		(4,606	)
Net (decrease) increase in cash and cash equivalents and restricted cash		(91,054	)		(136,544	)		68,906
Cash and cash equivalents and restricted cash at beginning of period		222,161			358,705			289,799
Cash and cash equivalents and restricted cash at end of period:	$	131,107		$	222,161		$	358,705
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents at beginning of period	$	~~351~~212,~~576~~143		$	~~282~~351,~~383~~576		$	~~197~~282,~~214~~383
Restricted cash at beginning of period		710,~~129~~018			7,~~416~~129			67,~~661~~416
Cash and cash equivalents and restricted cash at beginning of period	$	~~358~~222,~~705~~161		$	~~289~~358,~~799~~705		$	~~203~~289,~~875~~799
Cash and cash equivalents at end of period		~~212~~121,~~143~~334			~~351~~212,~~576~~143			~~282~~351,~~383~~576
Restricted cash at end of period		109,~~018~~773			710,~~129~~018			7,~~416~~129
Cash and cash equivalents and restricted cash at end of period	$	~~222~~131,~~161~~107		$	~~358~~222,~~705~~161		$	~~289~~358,~~799~~705

F-98

ALLEGRO MICROSYSTEMS, INC.

Consolidated Statements of Cash Flows - continued

(in thousands)

	Fiscal Year Ended
	March 29,2024			March 31,2023			March 25,2022
	March 28,2025			March 29,2024			March 31,2023
Supplemental disclosures of cash flow information:
Cash paid for interest	$	1021,~~153~~959		$	110,~~923~~153		$	~~813~~1,923
Cash paid for income taxes, net of refunds	$	8911,~~927~~639		$	5889,~~209~~927		$	2258,~~195~~209
Non-cash transactions:
Property, plant and equipment purchases included in trade accounts payable and accrued expenses	$	(4,~~157~~463	)	$	(164,~~369~~157	)	$	(216,~~021~~369	)
Right-of-use assets obtained in exchange for lease liabilities	$	106,~~450~~999		$	410,~~870~~450		$	34,~~159~~870
Assets held for sale transferred from property, plant and equipment, net	$	16,508		$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-109

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements

(Amounts in thousands, except share and per share amounts)

Nature of the Business and Basis of Presentation

Allegro MicroSystems, Inc., together with its consolidated subsidiaries (the “Company”), is a leading global ~~leader~~designer, ~~in designing~~developer, ~~developing~~fabless manufacturer and ~~manufacturing~~marketer of sensing and power solutions for motion control and energy-efficient systems in automotive and industrial and other markets. The Company is incorporated under the laws of Delaware. The Company is headquartered in Manchester, New Hampshire and has a global footprint, with 29 locations across four continents.

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”).

Financial Periods

The Company’s fiscal year is the 52-week or 53-week period ending on the ~~Friday closest to the~~ last ~~day~~Friday in March. The Company’s ~~2024~~2025 fiscal year ended March 2928, ~~2024~~2025 (“fiscal year ~~2024~~2025”) was a 52-week period, the ~~2023~~2024 fiscal year ended March 3129, ~~2023~~2024 (“fiscal year ~~2023~~2024”) was a 5352-week period, and ~~2022~~2023 fiscal year ended March 2531, ~~2022~~2023 (“fiscal year ~~2022~~2023”) was a 5253-week period.

Summary of Significant Accounting Policies

Basis of Presentation

The Company prepares its financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). These principles are established primarily by the Financial Accounting Standards Board (“FASB”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and those entities required to be consolidated under GAAP. ~~All~~Intercompany ~~material intercompany~~ profits, transactions, and balances among the consolidated entities have been eliminated.

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.

~~Business~~ Segment Information

~~The~~As of March 28, 2025, the Company operates in one reportable segment, which involves the design, development, production and distribution of various integrated circuits in various markets worldwide. The Company has a single, company-wide management team that administers all properties as a whole rather than as discrete operating segments. The ~~chief~~Chief ~~operating~~Operating ~~decision~~Decision ~~maker~~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. ~~Throughout~~The CODM uses consolidated net income or loss, as reported in the ~~year~~Consolidated Statement of Operations, as the ~~chief~~profitability ~~operating~~measure ~~decision~~in ~~maker~~making decisions. The measure of segment assets is reported on the balance sheet as total assets. Throughout the year, the CODM allocates capital resources on a project-by-project basis across the Company’s entire asset base to maximize profitability without regard to a legal entity or end market basis. The Company operates in a number of countries throughout the world in a variety of product lines through its business unit structure.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting. Accordingly, at the date of each acquisition, the Company measures the fair value of all identifiable assets acquired (including intangible assets), liabilities assumed and any remaining noncontrolling interests and allocates the consideration paid to all items measured. The fair value of identifiable intangible assets acquired are based on valuations that use information and assumptions determined by management’s best estimates of inputs and assumptions a market participant would use.

~~Foreign Currency Translation and Transactions~~F-10

The Company’s reporting currency is the U.S. Dollar. The financial statements of the Company’s foreign subsidiaries are translated from local currency into U.S. dollars using the current exchange rate at the balance sheet date for assets and liabilities, and the average exchange rate in effect during the period for net sales and expenses. The functional currency for the Company’s international

F-11

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

~~subsidiaries~~Foreign isCurrency ~~considered~~Translation ~~to be the local currency for each entity,~~ and, ~~accordingly, translation adjustments for these entities are included as a component of accumulated other comprehensive loss in the Company’s consolidated balance sheets.~~Transactions

The Company’s reporting currency is the U.S. Dollar. The financial statements of the Company’s foreign subsidiaries are translated from functional currency into U.S. dollars using the current exchange rate at the balance sheet date for assets and liabilities, and the average exchange rate in effect during the period for net sales and expenses. The functional currency for the Company’s international subsidiaries is generally considered to be the local currency for each entity, and, accordingly, translation adjustments for these entities are included as a component of accumulated other comprehensive loss in the Company’s consolidated balance sheets.

Non-Controlling Interests

The Company, through one of its wholly owned subsidiaries, established an affiliated entity in the Philippines for the primary purpose of purchasing, selling, leasing, developing and otherwise managing real estate acquired by the Company in the Philippines. The Company owns 40% of the equity interest in this entity, and the remaining 60% is held in a trust for the benefit of its employee retirement fund. The portion of the results of operations of this entity is shown as net income attributable to the non-controlling interests in the Company’s consolidated statements of operations for fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023. Additionally, the cumulative portion of the results of operations of this entity along with the interest in the net assets is shown as a component of non-controlling interests in the Company’s consolidated balance sheets.

Cash Equivalents and Restricted Cash

The Company considers all highly liquid instruments with original maturities of three months or less at the time of acquisition to be cash equivalents. At March 2928, ~~2024~~2025 and March 3129, ~~2023~~2024, the Company maintained investments in interest-bearing cash accounts. Because of the ~~investment~~investments’s short term to maturity and the ~~investment~~investments’s relative price insensitivity to changes in market interest rates, cost approximates fair value for ~~this~~these ~~investment~~investments. As a result, there were no realized or unrealized gains or losses for the fiscal years ended March 2928, ~~2024~~2025, March 3129, ~~2023~~2024 and March 2531, ~~2022~~2023. The Company has restricted cash, the use of which is restricted to the benefit of employees through a deferred compensation program.

Fair Value of Financial Instruments

Certain assets and liabilities are carried at fair value under GAAP. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (at exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value, which are provided below:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs (other than Level 1 prices) such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or examination.

The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The Company’s cash equivalents and restricted cash are carried at fair values as determined according to the fair value hierarchy described above (see Note 5, “Fair Value Measurements”). The carrying value of accounts receivable, notes receivables, accounts payable and accrued expenses approximate their respective fair value due to the short-term nature of these assets and liabilities. The carrying value of outstanding borrowings under the line of credit agreements approximates fair value as it bears interest at a rate approximating a market interest rate.

~~Related party notes receivable are classified as held~~F-for-investment based on management’s intent and ability to hold the loan for the foreseeable future or to maturity. Loans held-for-investment are carried at amortized cost and reduced by a valuation allowance for estimated credit losses, as necessary. The Company recognizes interest income on loans, including the amortization of discounts and premiums, loan fees paid and received, using the interest method. The interest method is applied on a loan-by-loan basis when collectability of the future payments is reasonably assured. Premiums and discounts are recognized as yield adjustments over the term of the related loans.11

A detailed description of fair value measurement of the assets of the non-U.S. defined benefit plan is included in Note 15, “Retirement Plans.”

F-12

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Related party notes receivable are classified as held-for-investment based on management’s intent and ability to hold the loan for the foreseeable future or to maturity. Loans held-for-investment are carried at amortized cost and reduced by a valuation allowance for estimated credit losses, as necessary. The Company recognizes interest income on loans, including the amortization of discounts and premiums, loan fees paid and received, using the interest method. The interest method is applied on a loan-by-loan basis when collectability of the future payments is reasonably assured. Premiums and discounts are recognized as yield adjustments over the term of the related loans.

A detailed description of fair value measurement of the assets of the non-U.S. defined benefit plan is included in Note 15, “Retirement Plans.”

Trade Accounts Receivable, Net

A receivable is a right to consideration that is unconditional ~~(i.e.,~~where only the passage of time is required before payment is due). Accounts receivables are presented net of a provision for expected credit losses, which is an estimate of amounts that may not be collectible and returns and sales allowances.

The provision for expected credit losses is our estimate of current expected credit losses (“CECL”) based on historical loss experience. The Company periodically performs detailed reviews to assess the adequacy of the allowance. The Company exercises judgment in estimating the timing, frequency and severity of losses. The Company uses an aging schedule method to estimate current expected credit losses based on days of delinquency, including information about past events and current economic conditions, as well as future forecasts of economic conditions. The Company’s accounts receivable is separated into two categories using a portfolio methodology to evaluate the allowance under the CECL impairment model based on sales categorization and similar credit quality and worthiness of the customers: original equipment manufacturers and distributors. The receivables in each category share similar risk characteristics. The Company increases the allowance for expected ~~credits~~credit losses when the Company determines all or a portion of a receivable is uncollectible. The Company recognizes recoveries as a decrease to the allowance for expected credit losses. Adjustments to the allowance for expected credit losses are recorded as selling, general and administrative expenses in the consolidated statements of operations.

Sales allowances include sales in which the amount of consideration that the Company will receive is unknown as of the end of a reporting period. Such consideration primarily includes limited price protection provisions provided to distributors. The Company estimates potential future sales allowances based on historical data from prior sales adjustments. Historical experience can change over time. As a result, estimated sales allowances may differ significantly from amounts recorded in the current and historical periods.

Inventories

Inventories are stated at the lower of cost or net realizable value, with cost being determined using a standard costing system that approximates actual costs, based on a first-in, first-out method. Inventory costs include materials, labor and manufacturing overhead. The Company records inventory provisions when conditions exist that suggest that inventory may be in excess of anticipated demand, is obsolete based upon expected future demand for products and market conditions, or quality-related rejections. These provisions are reported as a reduction to raw materials and supplies, work in process and finished goods. The Company regularly evaluates the ability to realize the value of inventory based on a combination of factors, including historical usage rates, forecasted sales or usage, and product end of life dates. Assumptions used in determining management’s estimates of future product demand may prove to be incorrect, in which case the provision required for excess and obsolete inventory would have to be adjusted in the future. Although the Company performs a detailed review of its forecasts of future product demand, any significant unanticipated changes in demand could have a significant impact on the value of the Company’s inventory and reported operating results.

Property, Plant and Equipment, Net

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 capitalizes interest on certain projects with long-term construction periods. Maintenance and repairs expenditures are charged to expense as incurred. Estimated useful lives of the respective property, plant and equipment assets are as follows:


Asset		Useful Life
Buildings		31 years
Buildings improvements		Economic life of the building improvements
Leasehold improvements		The shorter of the remaining term of the lease or estimated useful life
Machinery and equipment		3 - 10 years
Office Equipment		3 years

~~Intangible assets, net~~F-12

Intangible assets, net primarily consist of identified intangible assets related to completed acquisitions, as well as capitalized costs to acquire and defend patent and trademark related awards. In addition, the Company holds technology, customer relationships, and non-compete agreements. The Company’s intangible assets are amortized using a method that approximates their economic benefit over their estimated useful lives ranging from three to 15 years.

F-13

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Intangible assets, net

Intangible assets, net primarily consist of identified intangible assets related to completed acquisitions, as well as capitalized costs to acquire and defend patent and trademark-related awards. In addition, the Company holds technology, customer relationships, and non-compete agreements. The Company’s intangible assets are amortized using a method that approximates their economic benefit over their estimated useful lives ranging from three to 15 years.

Impairment of Long-Lived Assets

Long-lived assets consist of property, plant and equipment, finite-lived intangibles, such as patents, completed technologies, customer relationships and indefinite-lived intangible assets such as process technology and trademarks.

Property, plant and equipment, intangible assets and other finite-lived assets are tested for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. If such assets are not impaired, but their useful lives have decreased, the remaining net book value is amortized over the revised useful life.

Indefinite-lived intangible assets are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that it is more likely than not that the asset is impaired. The impairment test consists of a qualitative assessment to determine if events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform a quantitative impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If such events occur, a comparison of the fair value of the intangible asset with its carrying value is performed. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company has elected the first business day of the fourth quarter of its fiscal year as the annual impairment testing date.

Goodwill

In testing goodwill for impairment, the Company has the option to first consider qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Such qualitative factors include industry and market considerations, economic conditions, entity-specific financial performance and other events, such as changes in management, strategy and primary customer base. If based on the Company’s qualitative assessment it is more likely than not that the fair value of the reporting unit is less than its carrying amount, quantitative impairment testing is required. However, if the Company concludes otherwise, quantitative impairment testing is not required. The results of the Company’s qualitative goodwill impairment test performed on the first business day of the fourth quarter for fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 did not indicate any impairments.

F-13

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Leases

~~The Company accounts for leases in accordance with GAAP.~~ At the inception of an arrangement, the Company determines whether the arrangement is a lease arrangement or contains a lease based on the unique facts and circumstances present. Leases with a term greater than 12 months are recognized on the balance sheet as right-of-use (“ROU”) assets with a corresponding lease liability. The Company has elected not to recognize on the consolidated balance sheets leases with an initial term of 12 months or less. Leases with an initial term of 12 months or less are directly expensed as incurred. Leases are classified as either operating or finance depending on the specific terms of the arrangement.

The Company’s leases mainly consist of facilities, office equipment, and vehicles. The majority of leases are classified as operating leases. Certain lease agreements contain provisions for future rent increases. Lease payments included in the measurement of the lease liability comprise fixed payments and future rent increases tied to an index or rate. Future rent increases dependent on an index or rate are initially measured at the index or rate at the commencement date. The Company’s leases typically do not contain residual value guarantees.

At the commencement date, operating and finance lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. The lease term includes the non-cancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. The interest rate implicit in a lease contract is typically not readily determinable, therefore an incremental borrowing rate is used to calculate the lease liability. The incremental borrowing rate is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the ROU asset may be required for items such as prepayments, lease incentives received or initial direct costs paid.

Product Warranties

The Company provides warranties on its products to its customers, generally for one year from the date of shipment and in limited cases for longer periods. In the event of a failure of a product covered by these warranties, the Company must repair or replace the product or, if those remedies are insufficient, and at the discretion of the Company, provide a refund. In limited cases, the Company warrants its products to include significant liability beyond the cost of repairing or replacing the product or refunding the sales price of the product. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount, as necessary. If there is a material increase in the rate of customer claims, or the Company’s estimates of probable losses relating to specifically identified warranty exposures are inaccurate, the Company may need to record a charge against future cost of goods sold. There were $1,026 and $477 accrued for warranty reserves as of March 28, 2025 and March 29, 2024, respectively.

F-14

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

similar economic environment. Certain adjustments to the ROU asset may be required for items such as prepayments, lease incentives received or initial direct costs paid.

Product Warranties

The Company provides warranties on its products to its customers, generally for one year from the date of shipment and in limited cases for longer periods. In the event of a failure of a product covered by these warranties, the Company must repair or replace the product or, if those remedies are insufficient, and at the discretion of the Company, provide a refund. In limited cases, the Company warrants its products to include significant liability beyond the cost of repairing or replacing the product or refunding the sales price of the product. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount, as necessary. If there is a material increase in the rate of customer claims, or the Company’s estimates of probable losses relating to specifically identified warranty exposures are inaccurate, the Company may need to record a charge against future cost of goods sold. There were $477 and $4,327 accrued for warranty reserves as of March 29, 2024 and March 31, 2023, respectively.

Revenue Recognition

Revenue is recognized on contracts with customers when transfer of control to the customer occurs in exchange for an amount reflecting the consideration that the Company expects to be entitled. In order to achieve this core principle, the Company applies the following five step approach:

(1) Identify the contract with a customer — The Company considers customer purchase orders, which in some cases are governed by master agreements, to be customer contracts. A contract exists when it is approved by both parties, each party’s rights and obligations are identified, payment terms are known, the customer has the ability and intent to pay and the contract has commercial substance. The Company uses judgment in determining the customer’s ability and intent to pay, which is based on factors such as the customer’s historical payment experience or, for new customers, credit and financial information pertaining to the customers.

(2) Identify the performance obligations in the contract — Performance obligations are identified as products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the products or services is separately identifiable from other promises in the contract. Substantially, all of the Company’s contracts with customers contain a single performance obligation, such as the sale of mixed-signal integrated circuit products ~~or the sale of wafer fabricators~~.

(3) Determine the transaction price — The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring products to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that no significant future reversal of cumulative revenue under the contract will occur.

(4) Allocate the transaction price to the performance obligations in the contract — If the contract contains a single performance obligation, the entire transaction price is allocated to that performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price.

(5) Recognize revenue when a performance obligation is satisfied — Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at a point in time at shipment or delivery, depending on the terms of the contract.

Sales channels

The Company sells products globally through its direct sales force, third-party distributors, independent sales representatives and consignment. The Company records revenue based on the amount of any discounted arrangement fee. When the Company transacts with a distributor, its contractual arrangement is with the distributor and not with the end customer. Whether the Company transacts business with and receives the order from a distributor or directly from an end customer, its revenue recognition policy and resulting pattern of revenue recognition for the order are the same.

The Company also uses independent sales representatives to assist in the sales process with certain customers. Sales representatives are not distributors. If a sales representative is engaged in the sales process, the Company receives the order directly from and sells the products directly to the end customer. The Company pays a commission to the sales representative, calculated as a percentage of the related customer payment. Sales representatives’ commissions are recorded as expenses when incurred and are classified as selling, general and administrative expenses in the Company’s consolidated statements of operations.

For consignment arrangements with distributors, delivery occurs and revenue is recognized when the distributor pulls product from consignment inventory that is stored at designated distributor locations. Recognition is not contingent upon resale of the products to the distributors’ customers. Until the products are pulled for use or sale by the distributor, the Company retains control over the products’ disposition, including the right to pull back or relocate the products.

Variable consideration

Variable consideration includes sales in which the amount of consideration that the Company will receive is unknown as of the end of a reporting period. Such consideration primarily includes limited price protection provisions provided to distributors, sales under agreements that allow rights of return, referred to as stock rotation, provided to distributors, discounts and credits provided to distributors and returns provisions offered to direct customers. The Company estimates potential future returns, credits and sales allowances based on historical data from prior sales returns and credits issued and changes in product sales to customers.

F-15

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

to the distributors’ customers. Until the products are pulled for use or sale by the distributor, the Company retains control over the products’ disposition, including the right to pull back or relocate the products.

Variable consideration

Practical expedients elected

Revenue recognized is adjusted based on allowances, which are prepared on a portfolio basis using a most likely amount methodology. The length of time between revenue recognition and payment is not significant under any of the Company’s payment terms. Moreover, if the period between revenue recognition and when the customer pays is one year or less, the Company elected not to account for the significant financing component.

Other Revenue Recognition Policies

Shipping and handling activities are not considered a contractual performance obligation. The Company records shipping and handling costs billed to customers as revenue with offsetting costs recorded as cost of sale.

Contract Assets and Contract Liabilities

Contract assets and contract liabilities (deferred revenue) net are reported at the contract level for each reporting period. Contract assets typically result from contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Contract assets are transferred to accounts receivable when the rights become unconditional. The Company had no contract assets as of March 2928, ~~2024~~2025 or March 3129, ~~2023~~2024.

Contract liabilities typically result from billings in excess of revenues recognized and relate to products shipped near the end of the reporting period for which the required revenue recognition criteria were not met. The Company had no contract liabilities as of March 2928, ~~2024~~2025 or March 3129, ~~2023~~2024.

Stock-Based Compensation

The Company recognizes compensation costs for all stock-based compensation awards made to employees based upon the awards’ estimated grant-date fair value. Typically, stock-based compensation expense is recognized evenly over the vesting period. However, stock-based compensation expense related to performance-based awards is recognized relative to the probability of achievement of the requisite milestones during the vesting period. The Company accounts for forfeitures as they occur. Determining the fair value of certain stock-based compensation awards at the grant date requires judgment, including estimating the expected life of the stock awards and the volatility of the underlying market-based and projected future cash flow assumptions. Any changes to those estimates that the Company makes from time to time may have a significant impact on the stock-based compensation expense recorded and could materially impact the Company’s results of operations.

Research and Development

The Company commits substantial capital and resources to internal and collaborative research and development projects in order to provide innovative products and solutions to its customers. The Company conducts research primarily to develop new technologies, enhance current product performance, improve the functionality and reliability of existing products, and develop revolutionary new products and solutions. Research and development costs are expensed as incurred and include salaries, wages and other personnel -related costs, material costs and depreciation, consulting costs, software licensing costs, maintenance costs and facility costs.

Pension and Other Postretirement Benefit Obligations

The Company, through its subsidiaries, has various foreign defined benefit plans as well as U.S. defined contribution plans. Accredited independent actuaries calculate related plan assets, liabilities and expenses. The Company is required to make certain assumptions to assign value to the plan assets and liabilities. These assumptions are reviewed annually, based on current plan information and consultations with independent investment advisors and actuaries. The Company does not offer other defined benefits associated with postretirement benefit plans other than pensions.

The Company recognizes the funded status of a benefit plan on its consolidated balance sheets and recognizes gains, losses and prior service cost or credits that arise during the period that are not recognized as components of net periodic benefit cost as a component of other comprehensive (loss) income, net of tax. In addition, the Company measures defined benefit plan assets and obligations as of the date of the employer’s fiscal year-end consolidated balance sheets and discloses in the notes to the consolidated financial statements the gains or losses, prior service costs or credits and transition asset or obligation.

F-16

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

of the employer’s fiscal year-end consolidated balance sheets and discloses in the notes to the consolidated financial statements the gains or losses, prior service costs or credits and transition asset or obligation.

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities, as measured by enacted tax rates anticipated to be in effect when these differences are expected to reverse. This method also requires the recognition of future tax benefits to the extent that realization of such benefits is more likely than not. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized, a valuation allowance is established.

The Company recognizes a liability for potential payments of taxes to various tax authorities related to uncertain tax positions and other tax matters. The recorded liability is based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be realized. The amount of the benefit that may be recognized in the consolidated financial statements is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The Company establishes a liability, which is included in other long-term liabilities in the consolidated balance sheets, for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These liabilities are established when the Company believes that certain positions might be challenged despite the Company’s belief that the tax return positions are fully supportable. The recorded liability is adjusted considering changes in the facts and circumstances. The provision for income taxes includes the impact of the recorded liability and changes thereto.

The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax provision in the consolidated statements of operations. Accrued interest and penalties are included in accrued expenses and other current liabilities in the consolidated balance sheets.

All undistributed earnings of our foreign subsidiaries are permanently reinvested. Accordingly, the Company does not provide for U.S. income taxes on such undistributed earnings.

Net (Loss) Income Per Share

Basic net (loss) income per share is computed by dividing net (loss) income attributable to stockholders of the Company by the weighted-average number of common shares outstanding during the reporting period. Diluted net (loss) income per share is computed similarly to basic net income per share, except that it includes the potential dilution that could occur if dilutive securities were exercised. Information about potentially dilutive and antidilutive shares for the reporting period is provided in Note 17, “Net (Loss) Income per Share.”

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with financial institutions that management believes to be of a high credit quality. To manage credit risk related to accounts receivables, the Company evaluates the creditworthiness of its customers and maintains allowances, to the extend necessary, for potential credit losses based upon the aging of its accounts receivable balances and known collection issues. The Company has not experienced any significant credit losses during the prior two years.

As of March 29, 2024, no customers accounted for 10% or more of the Company’s outstanding trade accounts receivable, net. As of March 31, 2023, Sanken Electric Co., Ltd. (“Sanken”) and another customer accounted for 10.6% and 17.3%, respectively, of the Company’s outstanding trade accounts receivable, net, including related party trade accounts receivable.

For the fiscal years ended March 29, 2024, March 31, 2023 and March 25, 2022, Sanken accounted for 0.6%, 16.5% and 19.4% of total net sales, respectively. For the same periods, sales to our largest, non-affiliated distributor accounted for 10.2%, 10.8%, and 11.0% of total net sales, respectively. No other customers accounted for 10% or more of total net sales for any of these periods. See Note 20, “Related Party Transactions” for a discussion of the termination, distribution and consulting agreements between Sanken and the Company to transition the marketing and sale of the Company’s products in Japan from Sanken to the Company.

During the fiscal year ended March 29, 2024, sales from customers located outside of the United States in the aggregate accounted for 85.8% of the Company’s total net sales, with Greater China accounting for 26.2%, Japan accounting for 16.7%, and South Korea accounting for 10.9%. No other country accounted for greater than 10.0% of total net sales for the fiscal year ended March 29, 2024.

F-17

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with financial institutions that management believes to be of a high credit quality. To manage credit risk related to accounts receivables, the Company evaluates the creditworthiness of its customers and maintains allowances, to the extent necessary, for potential credit losses based upon the aging of its accounts receivable balances and known collection issues. The Company has not experienced any significant credit losses during the prior two years.

As of both March 28, 2025 and March 29, 2024, no distributor or customer accounted for 10% or more of the Company’s outstanding trade accounts receivable.

For the fiscal years ended March 29, 2024 and March 31, 2023, Sanken Electric Co., Ltd. (“Sanken”) accounted for 0.6%, and 16.5% of total net sales, respectively. For the fiscal years ended March 28, 2025, March 29, 2024 and March 31, 2023, sales to our largest, non-affiliated distributor accounted for 9.3%, 10.2%, and 10.8% of total net sales, respectively. No other customers accounted for 10% or more of total net sales for any of these periods. See Note 21, “Related Party Transactions” for a discussion of the termination, distribution and consulting agreements between Sanken and the Company to transition the marketing and sale of the Company’s products in Japan from Sanken to the Company.

During the fiscal year ended March 28, 2025, sales from customers located outside of the United States in the aggregate accounted for 87.2% of the Company’s total net sales, with Greater China accounting for 25.2%, Japan accounting for 21.2%, and South Korea accounting for 10.2%. No other country accounted for greater than 10.0% of total net sales for the fiscal year ended March 28, 2025.

During the fiscal year ended March 31, 2023, sales from customers located outside of the United States in the aggregate accounted for 86.5% of the Company’s total net sales, with Greater China accounting for 26.1% and Japan accounting for 16.5%. No other country accounted for greater than 10.0% of total net sales for the fiscal year ended March 31, 2023.

~~During~~Other ~~the~~Comprehensive ~~fiscal~~(Loss) ~~year~~Income ended March 25, 2022, sales from customers located outside of the United States in the aggregate accounted for 85.9% of the Company’s total net sales, with Greater China accounting for 25.0%, Japan accounting for 19.4%, and South Korea accounting for 10.5%. No other country accounted for greater than 10.0% of total net sales for the fiscal year ended March 25, 2022.

Other ~~Comprehensive~~comprehensive ~~Income~~(loss) income refers to revenues, expenses, gains and losses that are excluded from net income as these amounts are recorded directly as an adjustment to stockholders’ equity, net of tax. The Company’s other comprehensive (~~Loss~~loss) income was composed of foreign currency translation adjustments and pension liability adjustments.

~~Other~~Equity-Method comprehensive income (loss) refers to revenues, expenses, gains and losses that are excluded from net income as these amounts are recorded directly as an adjustment to stockholders’ equity, net of tax. The Company’s other comprehensive income (loss) was composed of foreign currency translation adjustments and pension liability adjustments. Investments

The Company accounts for investments in common stock or partnership interests under the equity method if the Company has the ability to exercise significant influence, but not control, over an investee. Investments in equity-method investees are included within “Equity investment in related party” in the consolidated balance sheets. The Company’s proportional share of the earnings or losses as reported by equity-method investees are classified as “Income (loss) in earnings of equity investment” in the consolidated statements of operations. The Company regularly evaluates these investments, which are not carried at fair value, for other-than-temporary impairment and records any impairment charge in earnings when the decline in value below the carrying amount of its equity method investment is determined to be other-than-temporary.

The Company accounts for investments in common stock under the equity method if the Company has the ability to exercise significant influence, but not control, over an investee. Investments in equity-method investees are included within “Equity Investment in related party” in the consolidated balance sheets. The Company’s proportional share of the earnings or losses as reported by equity-method investees are classified as “(Loss) income in earnings of equity investment” in the consolidated statements of operations. The Company regularly evaluates these investments, which are not carried at fair value, for other-than-temporary impairment and records any impairment charge in earnings when the decline in value below the carrying amount of its equity method investment is determined to be other-than-temporary.

Subsequent Events Considerations

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. The Company has evaluated all subsequent events and determined that, other than as reported herein, there are no material recognized or unrecognized subsequent events.

F-18

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Recently Accounting Pronouncements

In ~~December~~November ~~2023~~2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. ~~2023~~2024-0903, Income ~~Taxes~~Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40) (“ASU ~~2023~~2024-0903”)~~, Improvements to Income Tax Disclosures~~. ASU ~~2023~~2024-0903 requires ~~entities~~additional todisclosures ~~provide~~of ~~additional~~the ~~information~~nature of expenses included in the Company’s ~~tax~~income ~~rate~~statement. ~~reconciliation,~~The asnew ~~well~~standard asrequires ~~additional~~ disclosures about ~~income~~specific ~~taxes~~types ~~paid~~of byexpenses ~~jurisdiction.~~included ~~ASU~~in ~~2023-09~~the isexpense ~~effective~~captions ~~for~~presented ~~annual~~on ~~reporting~~the ~~periods~~face ~~beginning~~of ~~December~~the ~~15,~~income ~~2024,~~statement ~~with~~as ~~early~~well ~~adoption~~as ~~permitted~~disclosures about selling expenses. ASU ~~2023~~2024-0903 ~~should~~will be applied prospectively, ~~but~~with ~~entities have~~ the option tofor ~~apply~~retrospective itapplication. ~~retrospectively~~The ~~for~~FASB ~~each~~subsequently ~~period~~issued ~~presented.~~ASU ~~The~~2025-01 ~~Company~~Income ~~does~~Statement ~~not~~- ~~anticipate~~Reporting ~~this~~Comprehensive ~~guidance~~Income ~~will~~- ~~have~~Expense anDisaggregation ~~adverse~~Disclosures ~~impact~~(Subtopic on220-40) to clarify that all public business entities are required to adopt the ~~results~~guidance ofas ~~operations,~~stipulated ~~cash~~in ~~flows~~ASU 2024-03 in annual reporting periods beginning after December 15, or2026, ~~financial~~and ~~condition~~interim periods within annual reporting periods beginning after December 15, ~~but~~2027. ~~will~~Early ~~result~~adoption inis ~~expanded~~permitted. ~~disclosure~~The ~~within~~Company is currently evaluating the ~~financial~~impact ~~statements~~of adopting this guidance.

In ~~November~~December 2023, the FASB issued ASU No. 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740), Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures (“ASU 2023-09”). ASU 2023-0709 requires ~~incremental~~entities ~~disclosures~~to inprovide ~~annual~~additional ~~and~~information ~~interim~~of ~~periods~~the ~~related~~Company’s totax ~~public~~rate ~~entity’s~~reconciliation, ~~reportable~~as ~~segments~~well ~~(particularly~~as onadditional ~~segment~~disclosures ~~expenses)~~about ~~but~~income ~~does~~taxes ~~not~~paid ~~change~~by ~~the~~jurisdiction. ~~definition~~ASU of2023-09 ais ~~segment~~effective for annual reporting periods beginning December 15, ~~the~~2024, ~~method~~with ~~for~~early ~~determining~~adoption ~~segments~~permitted. ASU 2023-09 should be applied prospectively, orbut entities have the ~~criteria~~option ~~for~~to ~~aggregating~~apply ~~operating~~it ~~segments~~retrospectively ~~into~~for ~~reportable~~each ~~segments~~period presented. The Company isdoes ~~evaluating~~not ~~the~~anticipate this guidance will have an adverse impact on the ~~update~~results of operations, cash flows, or financial condition, but will ~~have~~result onin ~~its~~expanded ~~disclosures.~~disclosure within the financial statements.

In ~~December~~November ~~2022~~2023, the FASB issued ASU No. ~~2022~~2023-0607, ~~Reference~~Segment ~~Rate~~Reporting ~~Reform~~ (Topic ~~848~~280), ~~Deferral~~Improvements ofto ~~the~~Reportable ~~Sunset~~Segment ~~Date~~Disclosures ~~of Topic 848~~ (“ASU ~~2022~~2023-0607”). ~~In March 2020, the FASB issued~~ ASU ~~No. 2020~~2023-~~04,~~07 ~~Reference~~requires ~~Rate~~incremental ~~Reform~~disclosures ~~(Topic~~in ~~848),~~annual ~~Facilitation~~and ofinterim ~~the~~periods ~~Effects~~related ofto ~~Reference~~a ~~Rate~~public ~~Reform~~entity’s onreportable ~~Financial~~segments ~~Reporting, which provided temporary relief when transitioning from the London Interbank Offered Rate~~ (~~“LIBOR”)~~particularly ~~to the Secured Overnight Financing Rate or another applicable rate during the original transition period ending~~ on ~~December~~segment ~~31,~~expenses) ~~2022.~~but Indoes ~~March~~not ~~2021,~~change the ~~U.K.~~definition ~~Financial Conduct Authority announced that the intended cessation date~~ of ~~the~~a ~~overnight 1-~~segment, ~~3-,~~the ~~6-,~~method ~~and~~for ~~12-month~~determining ~~tenors of U.S. dollar LIBOR would be June 30~~segments, ~~2023,~~or ~~which~~the iscriteria ~~beyond~~for ~~the~~aggregating ~~current~~operating ~~sunset~~segments ~~date~~into ofreportable ~~Topic 848~~segments. InThe ~~light~~Company ofadopted ~~this development,~~ the ~~FASB~~new ~~issued~~standard ~~ASU~~retrospectively ~~2022-06~~for ~~to defer~~ the ~~sunset~~fiscal ~~date~~year ofending ~~Topic~~March ~~848 from December 31~~28, ~~2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848~~2025. The ~~Company~~adoption ~~confirms~~of ~~that~~ this guidance did not have a material impact on ~~its~~the ~~financial~~Company’s ~~position,~~consolidated ~~results~~financial ~~of operations, cash flows, or related disclosures~~statements.

All other recent accounting pronouncements were determined to not have a material impact on the Company’s financial position, results of operations, cash flows, or related disclosures.

F-1819

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Business Combinations

Crocus

On August 7, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Crocus Technology International Corp., (“Crocus”). Pursuant to the terms and conditions of the Merger Agreement, on October 31, 2023 (the “Closing Date”), the Company acquired all of the outstanding equity interests of Crocus ~~for $412,274 in cash, subject to a working capital adjustment~~. The acquisition of Crocus iscomplements ~~expected to complement~~ and ~~accelerate~~accelerates the Company’s tunnel magnetoresistance sensors roadmap and ~~strengthen~~strengthens its position in the magnetic sensing market.

Notes Receivable from Crocus

On September 11, 2023, to fund the ongoing operations of Crocus prior to the ~~closing~~Closing ~~of the merger~~Date, the Company entered into a note purchase agreement with Crocus, wherein the Company agreed to purchase promissory notes of up to $7,000. An initial promissory note of $4,000 was issued on September 11, 2023, and an additional promissory note was issued on October 2, 2023 for $3,000. The promissory notes were repaid in full in connection with the closing of the merger and included within the estimated fair value of consideration paid.

Allocation of Purchase Price

The acquisition of Crocus has been accounted for as a business combination. The purchase price for the acquisition is allocated based upon a valuation of the fair values of assets acquired and liabilities assumed. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition date. Management applied the multi-period excess earnings method under the income approach to estimate the fair value of the completed technology asset and the distributor method under the income approach to estimate the fair value of the customer relationships asset. The fair value of intangible assets was based on estimates and assumptions developed by management. The process for estimating the fair values of identifiable intangible assets ~~requires~~required the use of significant estimates and assumptions, including estimating future cash flows relating to revenue growth rates, operating margins, discount rates, and technology obsolescence curves. The excess of the purchase price over the fair values of tangible assets, identifiable intangible assets and assumed liabilities were recorded as goodwill for the acquisition. ~~The~~As ~~Company’s~~of ~~estimates~~March ~~and~~28, ~~assumptions~~2025, ~~in determining~~ the ~~estimated~~allocation ~~fair values~~ of ~~certain~~the ~~assets~~purchase ~~and~~price ~~liabilities~~has ~~are~~been ~~subject~~finalized. toNo ~~change~~material ~~within~~changes ~~the~~were ~~measurement~~made ~~period (up~~ to ~~one year from~~ the ~~acquisition~~preliminary ~~date)~~purchase asprice ~~a result of additional information obtained with regards to facts and circumstances that existed as of the Closing Date~~allocation.

~~The preliminary purchase price allocation is as follows:~~F-20

Total purchase consideration	$	412,274
Cash		4,155
Inventories		4,208
Accounts receivable		484
Prepaid expenses and other current assets		2,400
Property, plant and equipment		7,640
Right-of-use asset*		9,770
Completed technology**		234,000
Customer relationships**		12,000
Other assets		229
Total identifiable assets acquired		274,886
Accounts payable		(5,134	)
Accrued expenses and other current liabilities		(2,707	)
Long-term debt		(842	)
Lease liability***		(10,390	)
Other long-term liabilities		(2,813	)
Deferred income tax liabilities		(15,245	)
Total identifiable net assets		237,755
Goodwill	$	174,519

F-19

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

*PrimarilyThe ~~included~~final inpurchase ~~Property,~~price ~~plant~~allocation ~~and~~is ~~equipment~~as ~~in the consolidated balance sheets.~~follows:


Total purchase consideration	$	411,772
Cash		4,155
Inventories		4,208
Accounts receivable		484
Prepaid expenses and other current assets		2,400
Property, plant and equipment		7,606
Right-of-use asset*		9,770
Completed technology**		234,000
Customer relationships**		12,000
Other assets		226
Total identifiable assets acquired		274,849
Accounts payable		(5,317	)
Accrued expenses and other current liabilities		(2,442	)
Long-term debt		(842	)
Lease liability***		(10,390	)
Other long-term liabilities		(2,813	)
Deferred income tax liabilities		(15,889	)
Total identifiable net assets		237,156
Goodwill	$	174,616

*Primarily included in Property, plant and equipment, net in the consolidated balance sheets.

**Included in Intangible assets, net in the consolidated balance sheets.

***Primarily included in Long-~~Term~~term debt in the consolidated balance sheets.

AsThe ofgoodwill ~~March~~acquired ~~29,~~is ~~2024,~~not deductible for U.S. income tax purposes. The amortization period for the ~~purchase~~intangible ~~price~~assets ~~allocation~~acquired is ~~preliminary~~12 years for completed technology and 15 years for customer relationships. The intangible assets are amortized using a method that approximates their economic benefit over their estimated useful lives. The goodwill recorded represents the anticipated incremental value of future cash flows potentially attributable to: (i) Crocus’ ability to grow the business with existing and new customers, ~~pending~~including ~~finalization~~leveraging the Company’s customer base; (ii) Crocus’ ability to grow the business through new product introductions; and (iii) cost improvements due to the integration of Crocus’ operations into the ~~net~~Company’s ~~working~~existing ~~capital~~infrastructure. ~~adjustment~~Amortization of completed technology is included within cost of goods sold, and ~~certain~~customer ~~income~~relationship ~~tax~~is ~~matters~~included within selling, general and administrative expenses.

The goodwill acquired is not deductible for U.S. income tax purposes. The amortization period for the intangible assets acquired is 12 years for completed technology and 15 years for customer relationships. The intangible assets are amortized using a method that approximates their economic benefit over their estimated useful lives. The goodwill recorded represents the anticipated incremental value of future cash flows potentially attributable to: (i) Crocus’ ability to grow the business with existing and new customers, including leveraging the Company’s customer base; (ii) Crocus’ ability to grow the business through new product introductions; and (iii) cost improvements due to the integration of Crocus’ operations into the Company’s existing infrastructure. Amortization of completed technology is included within cost of goods sold and customer relationship is included within selling, general and administrative expenses.

The Company has not presented pro forma results of operations for Crocus because they are not material to the Company’s consolidated results of operations, financial position, or cash flows.

Acquisition-Related Costs

~~Acquisition~~Crocus acquisition-related costs were $722 and $8,229 ~~during~~for the fiscal ~~year~~years ended March 28, 2025 and March 29, 2024, respectively, and are included in the selling, general and administrative expenses in the consolidated statements of operations. ~~Acquisition-related costs for the Crocus acquisition relate to professional fees as well as deal fees.~~

~~Heyday~~F-21

On September 1, 2022, the Company completed its purchase of all of the equity interests in Heyday Integrated Circuits (“Heyday”), a privately held company specializing in compact, fully integrated isolated gate drivers that enable energy conversion in high-voltage gallium nitride and silicon carbide wide-bandgap semiconductor designs (the “Heyday Acquisition”). The Heyday Acquisition was undertaken to bring together Heyday’s isolated gate drivers and the Company’s isolated current sensors to enable potential development and commercialization of small high-voltage and high-efficiency power systems. Additionally, this acquisition increased the Company’s addressable market for electric vehicles (“EV”), solar inverters, data center and network infrastructure, and broad-market industrial applications. The total purchase price, as updated for measurement period adjustments, was $20,245, consisting of cash consideration paid directly to the owners of Heyday and paid on their behalf for the settlement of certain outstanding debts and other obligations.

The Heyday Acquisition was accounted for as a business combination, and the Company recorded the assets acquired and liabilities assumed at their respective fair values as of the date of acquisition. The allocation of the purchase price has been finalized. During the fiscal year ended March 31, 2023, the Company recorded measurement period adjustments to various accounts resulting in a decrease in goodwill of $1,133.

The final purchase price allocation is as follows:

Cash	$	324
Property, plant and equipment		16
Completed technology		15,100
In-process research and development		1,600
Total identifiable assets acquired	$	17,040
Current liabilities assumed		(282	)
Deferred income tax liabilities		(3,609	)
Net assets acquired	$	13,149
Total identifiable net assets		(20,245	)
Goodwill	$	7,096

Completed technology assets are amortized over an estimated useful life of 12 years. The acquired in-process research and development costs were determined to have an indefinite useful life.

Amortization of completed technology is included within cost of goods sold and consists of PowerThru technology that accomplishes gate driver power and signal transmission through an integrated transformer, reducing the size and complexity of the gate

F-20

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

drive solution. The in-process research and development assets represent efforts to expand the power capability of these gate drivers for wide-bandgap semiconductor technology. Management applied the multi-period excess earnings method under the income approach to estimate the fair value of the completed technology asset to value the completed technology and the in-process research and development assets.

The goodwill reflects the value of the synergies the Company expects to realize and the assembled workforce. Goodwill from the Heyday Acquisition is included within the Company’s one reporting unit and was included in the Company’s enterprise-level annual review for impairment. Goodwill resulting from the Heyday Acquisition is not deductible for U.S. income tax purposes.

The Company has not presented pro forma results of operations for the Heyday Acquisition because it is not material to the Company’s consolidated results of operations, financial position, or cash flows.

Revenue from Contracts with Customers

The following tables summarize net sales disaggregated by ~~application~~market, by product and by geography for the fiscal years ended March 2928, ~~2024~~2025, March 3129, ~~2023~~2024 and March 2531, ~~2022~~2023. The categorization of net sales by ~~application~~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 ~~application~~market:


	Fiscal Year Ended
	March 28, 2025		March 29, 2024		March 31, 2023
Automotive	$	535,205	$	759,454	$	646,761
Industrial and other		189,801		289,913		326,892
Total net sales	$	725,006	$	1,049,367	$	973,653

The Company assessed the materiality of the revision qualitatively and quantitatively and determined the revisions to be immaterial to the prior period interim fiscal year 2024, annual fiscal year 2023, and annual fiscal year 2022 consolidated financial statements. All prior period amounts have been revised in the table below.

	Fiscal Year Ended
	March 29,2024		March 31,2023		March 25,2022
Automotive	$	759,454	$	646,761	$	522,795
Industrial		223,810		208,604		143,266
Other		66,103		118,288		102,613
Total net sales	$	1,049,367	$	973,653	$	768,674

Net sales by product:

	Fiscal Year Ended
	March 29,2024		March 31,2023		March 25,2022
	March 28,2025		March 29,2024		March 31,2023
Magnetic sensors (“MS”) and other	$	649,869	$	598,579	$	500,293
Magnetic sensors (“MS”)	$	474,557	$	649,869	$	598,579
Power integrated circuits (“PIC”)		~~399~~250,~~498~~449		~~375~~399,~~074~~498		~~268~~375,~~381~~074
Total net sales	$	1725,~~049,367~~006	$	~~973~~1,~~653~~049,367	$	~~768~~973,~~674~~653

~~F-21~~Net sales by geography:


	Fiscal Year Ended
	March 28, 2025		March 29, 2024		March 31, 2023
Americas:
United States	$	92,458	$	149,283	$	131,150
Other Americas		24,851		32,119		28,014
EMEA:
Europe		106,726		176,628		169,368
Asia:
Greater China		183,033		274,851		253,906
Japan		153,842		175,713		160,763
South Korea		73,702		113,877		96,549
Other Asia		90,394		126,896		133,903
Total net sales	$	725,006	$	1,049,367	$	973,653

The Company recognizes sales net of returns and sales allowances, which comprises credits issued, price protection adjustments and stock rotation rights. As of March 28, 2025 and March 29, 2024, the liability associated with returns and sales allowances, was $33,855 and $44,797, 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.

F-22

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Net sales by geography:

	Fiscal Year Ended
	March 29,2024		March 31,2023		March 25,2022
Americas:
United States	$	149,283	$	131,150	$	108,396
Other Americas		32,119		28,014		23,056
EMEA:
Europe		176,628		169,368		134,537
Asia:
Greater China		274,851		253,906		191,895
Japan		175,713		160,763		148,813
South Korea		113,877		96,549		80,451
Other Asia		126,896		133,903		81,526
Total net sales	$	1,049,367	$	973,653	$	768,674

The Company recognizes sales net of returns and sales allowances, which comprises credits issued, price protection adjustments and stock rotation rights. As of March 29, 2024 and March 31, 2023, the liability associated with returns and sales allowances, inclusive of related party adjustments, was $44,797 and $30,571, respectively, and was netted against trade accounts receivable in the consolidated balance sheets.

Fair Value Measurements

The following tables present information about the Company’s financial assets and liabilities as of March 2928, ~~2024~~2025 and March 3129, ~~2023~~2024 measured at fair value on a recurring basis:

	Fair Value Measurement at March 29, 2024:
	Fair Value Measurement at March 28, 2025:
	Level 1		Level 2		~~Level 3~~Total		~~Total~~
Assets:
Cash equivalents:
Money market fund deposits	$	3630,~~192~~814	$	—	$	—30,814	$	~~36,192~~
Restricted cash:
Money market fund deposits		109,~~018~~773		—		—9,773		~~10,018~~
Total assets	$	4640,~~210~~587	$	—	$	—40,587	$	~~46,210~~

	Fair Value Measurement at March 31, 2023:
	Fair Value Measurement at March 29, 2024:
	Level 1		Level 2		~~Level 3~~Total		~~Total~~
Assets:
Cash equivalents:
Money market fund deposits	$	~~102~~36,~~019~~192	$	—	$	—36,192	$	~~102,019~~
Restricted cash:
Money market fund deposits		710,~~129~~018		—		—10,018		~~7,129~~
Other assets, net (long-term):
Total assets	$	46,210	$	—	$	46,210
Investments in marketable securities		19,929		—		—		19,929
Total assets	$	129,077	$	—	$	—	$	129,077

FFinancial assets measured at fair value on a recurring basis also consist of assets within the Company’s non-22U.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.”

During the fiscal years ended March 28, 2025, March 29, 2024 and March 31, 2023, there were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3.

As of March 28, 2025 and March 29, 2024, the fair value of the Company’s long-term debt was $343,275 and $248,752, 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.

F-23

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

The following table represents the unrealized gains and losses on investments in marketable securities held with a readily determinable fair value for the fiscal years ended March 29, 2024 and March 31, 2023:

	Fiscal Year Ended
	March 29,2024			March 31,2023
Net gains and losses recognized during the period on equity securities	$	(3,579	)	$	7,471
Unrealized gains and losses recognized during the reporting period on equity securities still held at the reporting date	$	—		$	7,471

Assets and liabilities measured at fair value on a recurring basis also consist of marketable securities, unit investment trust funds, loans, bonds, stock and other investments, which constitute the Company’s defined benefit plan assets. Fair value information for those assets and liabilities, including their classification in the fair value hierarchy, is included in Note 15, “Retirement Plans.”

During the fiscal years ended March 29, 2024, March 31, 2023 and March 25, 2022, there were no transfers among Level 1, Level 2 and Level 3.

The fair value of the Company’s long-term debt was $248,752 as of March 29, 2024. 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.

Trade Accounts Receivable, Net

Trade accounts receivable, net ~~(including related party trade accounts receivable)~~ consisted of the following:

	March 29,2024			March 31,2023
	March 28,2025			March 29,2024
Trade accounts receivable	$	~~163~~119,~~450~~071		$	~~150~~163,~~914~~450
Less:
Provision for expected credit losses		(~~145~~618	)		(~~102~~145	)
Returns and sales allowances		(4433,~~797~~855	)		(2644,~~269~~797	)
Related party trade accounts receivable, net of returns and sales allowances		—			(13,253	)
Total	$	84,598		$	118,508
Total	$	118,508		$	111,290

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

Inventories

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

	March 29,2024		March 31,2023
	March 28,2025		March 29,2024
Raw materials and supplies	$	97,~~549~~354	$	159,~~049~~549
Work in process		~~110~~127,~~236~~651		98110,~~836~~236
Finished goods		4248,~~517~~909		3742,~~416~~517
Total	$	~~162~~183,~~302~~914	$	~~151~~162,~~301~~302

The Company recorded inventory provisions totaling $98,~~055~~537, $109,~~009~~055 and $510,~~809~~009 for the fiscal years ended March 2928, ~~2024~~2025, March 3129, ~~2023~~2024 and March 2531, ~~2022~~2023, respectively.

F-2324

ALLEGRO MICROSYSTEMS, INC.

Notes to Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Property, Plant and Equipment, net

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

	March 29,2024			March 31,2023
	March 28,2025			March 29,2024
Land	$	25,~~595~~175		$	1525,~~384~~595
Buildings, building improvements and leasehold improvements		6566,~~626~~258			6165,~~500~~626
Machinery and equipment		~~674~~670,~~220~~902			~~611~~674,~~459~~220
Office equipment		6,~~978~~677			6,~~119~~978
Right-of-use asset		8,~~218~~182			—8,218
Construction in progress		3951,~~052~~580			4839,~~378~~052
Total		~~819~~828,~~689~~774			~~742~~819,~~840~~689
Less accumulated depreciation		(~~498~~525,~~514~~855	)		(~~479~~498,~~741~~514	)
Total	$	~~321~~302,~~175~~919		$	~~263~~321,~~099~~175

The Company retired $1311,~~094,~~ $1,~~638~~094 and $101,~~976~~638 of fully depreciated assets during the fiscal years ended March 2928, ~~2024~~2025, March 3129, ~~2023~~2024 and March 2531, ~~2022~~2023, respectively. Total depreciation expense amounted to $5637,~~214~~447, $4556,~~469~~214 and $4445,~~178~~469 for the fiscal years ended March 2928, ~~2024~~2025, March 3129, ~~2023~~2024 and March 2531, ~~2022~~2023, respectively. Total amortization expense for the finance lease right-of-use asset, amounted to $1,397 and $581 for the fiscal ~~year~~years ended March 28, 2025 and March 29, 2024, respectively.

~~The~~Property, ~~geographic~~plant ~~locations~~and ofequipment, ~~the~~net, ~~Company’s~~including ~~property,~~improvements ~~plant~~that ~~and~~significantly ~~equipment~~add to productive capacity or extend useful life, ~~net~~are stated at historical cost, ~~which~~less ~~includes~~accumulated depreciation. Depreciation is computed using the ~~right~~straight-~~of-use~~line ~~asset,~~method ~~based~~over onthe ~~physical~~estimated ~~location~~useful lives of the assets,. asThe of

Filing Compare · ALLEGRO MICROSYSTEMS, INC.