ALLEGRO MICROSYSTEMS INC

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:

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downturns or volatility in general economic conditions;

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our ability to compete effectively, expand our market share and increase our net sales and profitability;

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our reliance on a limited number of third-party semiconductor wafer fabrication facilities and suppliers of other materials;

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any failure to adjust purchase commitments and inventory management based on changing market conditions or customer demand;

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

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the cyclical nature of the semiconductor industry, including the analog segment in which we compete;

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any downturn or disruption in the automotive market or industry;

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our ability to successfully integrate the acquisition of other companies or technologies and products into our business;

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

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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;

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our ability to accurately predict our quarterly net sales and operating results and meet the expectations of investors;

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our dependence on manufacturing operations in the Philippines;

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our reliance on distributors to generate sales;

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events beyond our control impacting us, our key suppliers or our manufacturing partners;

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

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

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the loss of one or more significant customers;

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our ability to identify, enter and expand in new markets, and to generate returns on such investments;

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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;

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changes in government trade policies, including the imposition of export restrictions and tariffs;

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our exposures to warranty claims, product liability claims and product recalls;

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our dependence on international customers and operations;

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

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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;

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the risk of unsolicited acquisition proposals;

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the volatility of currency exchange rates;

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our ability to raise capital to support our growth strategy;

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our indebtedness may limit our flexibility to operate our business;

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our ability to retain key and highly skilled personnel;

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the impact of restructuring activities on our business and operating results;

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our ability to protect our proprietary technology and inventions through patents or trade secrets;

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our ability to commercialize our products without infringing third-party intellectual property rights;

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disruptions or breaches of our information technology systems or confidential information or those of our third-party service providers;

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any failure to maintain effective internal control over financial reporting;

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changes in tax rates or the adoption of new tax legislation;

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the negative impacts of sustained inflation on our business;

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the risks presented by climate change;

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the risks related to environmental, social and governance (“ESG”) matters; and

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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 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