UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to

Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Allegro MicroSystems, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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2026 Notice of Annual Meeting and Proxy Statement Innovation with Purpose

LETTER TO SHAREHOLDERS

allegro

Manchester, NH

June 24, 2026

Dear Shareholder,

You are cordially invited to attend the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Allegro MicroSystems, Inc. (the “Company”) at 8:30 a.m. Eastern Time on Wednesday, August 5, 2026. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. We believe that the online, virtual meeting format enables the Annual Meeting to be accessible for all of our shareholders.

Holders of record of the Company’s outstanding shares of common stock, as of the close of business on June 10, 2026 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

Every shareholder’s vote is important. Whether or not you plan to attend the Annual Meeting online, it is important that your shares of common stock be represented and voted at the Annual Meeting. Therefore, I urge you to promptly submit your proxy even if you plan to attend the Annual Meeting. To submit a proxy to vote your shares over the Internet or by telephone, please follow the instructions on your proxy card, Notice of Internet Availability of Proxy Materials or voting instruction form. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.

On behalf of the Board of Directors, thank you for your support of Allegro MicroSystems, Inc.

Sincerely,

Joseph R. Martin

Chairman of the Board of Directors

ALLEGRO MICROSYSTEMS, INC.

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Allegro MicroSystems, Inc. (“we,” “us,” “our,” the “Company” or “Allegro”) of proxies to be voted at our Annual Meeting of Shareholders to be held on Wednesday, August 5, 2026 (the “Annual Meeting”), at 8:30 a.m. Eastern Time, and at any continuation, postponement, or adjournment of the Annual Meeting. In order to provide accessibility to the meeting to all shareholders, the Annual Meeting will be a completely virtual meeting conducted via live, online webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting: meetnow.global/ALGM2026 at the meeting date and time. In order to attend, if you hold your shares through an intermediary, such as a bank, broker, or other nominee, you must register in advance prior to the deadline of 5:00 p.m. Eastern Time on August 3, 2026. Please refer to “How can I attend the Annual Meeting?” for information on how to register. There is no physical location for the Annual Meeting.

Holders of record of our outstanding shares of common stock, $0.01 par value per share (“Common Stock”), as of the close of business on June 10, 2026 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting, and will vote as a single class on all matters presented at the Annual Meeting. As of the Record Date, there were 186,309,064 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on any matter presented to shareholders at the Annual Meeting.

This proxy statement and the Company’s Annual Report to Shareholders for the fiscal year ended March 27, 2026 (the “2026 Annual Report”) will be released on or about June 24, 2026 to our shareholders as of the Record Date.

Information contained on, or that can be accessed through, our website is not incorporated by reference in this proxy statement and does not form a part of this proxy statement. The inclusion of links and website addresses in this proxy statement are textual references only. Moreover, certain disclosures in this proxy statement—including relating to our aspirations, goals and any statements other than historical fact—are intended to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to varying risks and uncertainties, including risks and uncertainties relating to alignment with stakeholder expectations, which may cause ultimate results to differ materially. However, our discussion of various items (including sustainability and environmental, social and governance (“ESG”) information) herein or elsewhere is informed by the interests of various frameworks and stakeholders, and such information may not necessarily be material for purposes of our U.S. securities filings or other regulatory purposes. Our approach to such matters may evolve, particularly as standards, methodologies and expectations change, but also for other reasons which may be out of our control.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON AUGUST 5, 2026

This proxy statement and our 2026 Annual Report are available at investors.allegromicro.com/financials/annual-reports.

Proposals

At the Annual Meeting, our shareholders will be asked:

We do not know of any other business that will be presented at the Annual Meeting. However, if any other matter properly comes before the shareholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will have the discretionary authority to vote your shares in accordance with their best judgment.

PROXY STATEMENT SUMMARY

Recommendations of the Board

The Board recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of Common Stock will be voted on your behalf as you direct. If not otherwise specified, the shares of Common Stock represented by the proxies will be voted, and the Board recommends that you vote:

If any other matter properly comes before the shareholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will have the discretionary authority to vote your shares in accordance with their best judgment.

Information About This Proxy Statement

Why You Received this Proxy Statement. You have received these proxy materials because the Board is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, we are making this proxy statement and our 2026 Annual Report available to our shareholders electronically via the Internet. On or about June 24, 2026, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our 2026 Annual Report and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2026 Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card or voting instruction form included in the materials.

Householding. The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered a single copy of the 2026 Annual Report, proxy statement or Notice, as applicable, to multiple shareholders who share an address, unless we received contrary instructions prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the 2026 Annual Report, proxy statement or Notice, as requested, to any shareholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the 2026 Annual Report, proxy statement or Notice, or separate copies of proxy materials in the future, contact our transfer agent, Computershare Trust Company, N.A. (“Computershare”), at (800) 736-3001 or write them at Computershare, P.O. Box 43006, Providence, RI 02940-3006.

If you are currently a shareholder sharing an address with another shareholder receiving multiple copies and wish to receive only one copy of future proxy materials for your household, please contact Computershare at the above phone number or address.

QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING OF SHAREHOLDERS

The Record Date for the Annual Meeting is June 10, 2026. You are entitled to vote at the Annual Meeting only if you were a shareholder at the close of business on the Record Date. Each outstanding share of Common Stock is entitled to one vote for all matters before the Annual Meeting. Holders of Common Stock vote as a single class on any matter that is submitted to a vote of shareholders, unless otherwise required by law or our Third Amended and Restated Certificate of Incorporation. At the close of business on the Record Date, there were 186,309,064 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.

A “registered” holder is a shareholder of the Company that holds shares in his or her own name. A “beneficial” holder is a shareholder of the Company that holds shares in “street name,” meaning the shares are held in the name of a bank, broker or other nominee on a person’s behalf.

Yes. If your shares are held by a bank, brokerage firm, dealer or other similar organization, you are considered the beneficial owner of those shares held in “street name.” If your shares are held in street name, these proxy materials are being provided to you by your bank, brokerage firm or other nominee, and if you received printed copies of our proxy materials, you will also be provided a voting instruction form. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares, and the bank, brokerage firm or other nominee is required to vote your shares in accordance with your instructions. Alternatively, you may vote your shares by attending the Annual Meeting and voting during the virtual Annual Meeting. Please see the section below entitled “How can I attend the Annual Meeting?” for instructions on how to attend the virtual Annual Meeting and vote your shares.

A quorum must be present at the Annual Meeting for any business to be conducted. The holders of a majority in voting power of our Common Stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting.

The Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by live, online webcast. You are entitled to participate in the Annual Meeting if you were a registered or beneficial holder as of the close of business on the Record Date. No physical meeting will be held.

If you are a registered holder as of the Record Date, you will be able to attend the Annual Meeting online and ask a question or vote during the Annual Meeting by visiting meetnow.global/ALGM2026. Please follow the instructions on your proxy card that you received. During the Annual Meeting, you will be able to vote your shares electronically by clicking on the “Vote” link on the meeting center site.

If you are a beneficial holder as of the Record Date with shares that are held in “street name” through a bank, broker or other nominee and want to attend the Annual Meeting online (with the ability to ask a question and/or vote, if you choose to do so), you must register in advance using the following instructions.

To register to attend the Annual Meeting online, you must submit proof of your proxy power (a “Legal Proxy”) reflecting your ownership of the Company’s Common Stock as of the Record Date, along with your name and email address to our transfer agent, Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time on August 3, 2026. You will receive a confirmation of your registration by email after Computershare receives your registration materials.

Requests for registration should be directed to Computershare using either of the following:

Advance registration for the Annual Meeting is only required if you are a beneficial holder.

It means that your shares are held in more than one account at the transfer agent and/or with banks, brokers or other nominees. Please vote all of your shares. To ensure that all of your shares are voted, for each Notice or set of proxy materials, please submit your proxy by phone, via the Internet or by signing, dating and returning the enclosed proxy card in the enclosed envelope.

Whether or not you expect to attend the Annual Meeting online, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you vote prior to the Annual Meeting, you may still decide to attend the Annual Meeting and vote your shares electronically during the Annual Meeting.

Registered Holders

Registered holders may vote online, by telephone or by mail prior to the Annual Meeting. Registered holders may vote online at www.envisionreports.com/ALGM, 24 hours a day, seven days a week. Registered holders may vote by telephone by calling 1-800-652-8683, 24 hours a day, seven days a week. Registered holders will need the control number included in their Notice or proxy card in order to vote online or by telephone. Registered holders that received a copy of the proxy card by mail may also vote by mail by completing, signing and dating the proxy card and returning it in the prepaid envelope to Proxy Services c/o Computershare Investor Services, P.O. Box 43101, Providence, RI
02940-5067. Registered holders submitting their vote by mail should sign their name exactly as it appears on the proxy card. Votes submitted by proxy cards must be received no later than 11:59 p.m. Eastern Time on August 4, 2026.

Registered holders may also vote at the Annual Meeting. Please see the section above entitled “How can I attend the Annual Meeting?” for more information about how to attend the Annual Meeting online. During the Annual Meeting, registered holders that attend will be able to vote their shares electronically by clicking on the “Vote” link on the meeting center site.

Beneficial Holders

If you are a beneficial holder with shares that are held in “street name” through a bank, broker or other nominee, you will receive instructions on how to vote from the bank, broker or other nominee. You must follow their instructions in order for your shares to be voted. Internet and telephone voting may also be offered to shareholders owning shares through certain banks, brokers and other nominees.

Beneficial holders may also vote at the Annual Meeting. Please see the section above entitled “How can I attend the Annual Meeting?” for more information about how to attend the Annual Meeting online. During the Annual Meeting, beneficial holders that attend will be able to vote their shares electronically by clicking on the “Vote” link on the meeting center site.

If you are a registered holder, you may revoke your proxy and change your vote:

Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary of the Company before your proxy is voted or you vote online at the Annual Meeting.

If your shares are held in “street name,” you may change or revoke your voting instructions by following the specific directions provided to you by your bank, broker or other nominee, or you may vote online at the Annual Meeting.

A representative of Computershare will act as Inspector of Elections, supervise the voting, decide the validity of proxies and receive and tabulate proxies. As a matter of policy, we keep confidential all shareholder meeting proxies, ballots and voting tabulations that identify individual shareholders. In addition, the vote of any shareholder is not disclosed except as may be necessary to meet legal requirements.

If you submit a duly executed proxy that is timely received by the Company but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. See “Recommendations of the Board” above. For beneficial holders, proxies submitted without voting instructions could result in broker non-votes for certain matters. See “What are broker non-votes and do they count for determining a quorum?” below for additional information.

We do not know of any other business that will be presented at the Annual Meeting. However, if any other matter properly comes before the shareholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will have the discretionary authority to vote your shares in accordance with their best judgment.

In order to make the meeting accessible to all shareholders, our Board has decided to hold a virtual Annual Meeting. With this live, online webcast format, we believe we will provide our shareholders with substantially the same opportunities to participate as you would have at an in-person meeting.

The virtual meeting platform is fully supported across browsers (Chrome, Edge, Firefox and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note, Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection at the location where they intend to participate in the meeting. We encourage you to access the Annual Meeting prior to the start time. If you need further assistance accessing the meeting, you may call 1-888-724-2416 or, for international callers, 1-781-575-2748.

A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the proposals regarding the ratification of the appointment of PwC as our independent registered public accounting firm and the approval, on an advisory basis, of our executive compensation represent a shareholder’s affirmative choice to decline to vote on such proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the election of directors. Abstentions have no effect on the ratification of the appointment of PwC or the approval, on an advisory basis, of our executive compensation.

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker: (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of PwC as our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors and the approval, on an advisory basis, of our executive compensation. Broker non-votes do count for purposes of determining whether a quorum is present.

We plan to announce preliminary voting results at the Annual Meeting, and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC after the Annual Meeting.

PROPOSALS TO BE VOTED ON

Proposal 1: Election of Directors

We currently have eleven directors on our Board. At the Annual Meeting, three Class III Directors, Jennie M. Raubacher, Brian C. White and Robert J. Willett, are to be elected to hold office until the 2029 Annual Meeting of Shareholders and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal. As previously reported, each of Richard R. Lury and Susan D. Lynch, who currently serve as Class III Directors, has informed the Company that they will not be standing for re-election when their current term expires at the Annual Meeting. The Board has voted to reduce the size of the Board to nine members immediately following the Annual Meeting.

The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

As set forth in our Third Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of shareholders, the successors to directors with expiring terms will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class III, whose term currently expires at the Annual Meeting and whose subsequent term will expire at the 2029 Annual Meeting of Shareholders; Class I, whose term will expire at the 2027 Annual Meeting of Shareholders; and Class II, whose term will expire at the 2028 Annual Meeting of Shareholders.

The current Class I Directors are Joseph R. Martin, Krishna G. Palepu and Mary G. Puma; the current Class II Directors are Michael C. Doogue, Katsumi Kawashima and Yoshihiro (Zen) Suzuki; and the current Class III Directors are Richard R. Lury, Susan D. Lynch, Jennie M. Raubacher, Brian C. White and Robert J. Willett. We are party to a Second Amended and Restated Stockholders Agreement (the “Stockholders Agreement”) between us and Sanken Electric Co., Ltd. (“Sanken”), which further amended and restated the stockholders’ agreement that we entered into in connection with our initial public offering of our Common Stock in 2020 (“IPO”). Pursuant to the rights provided in the Stockholders Agreement, Messrs. Kawashima and Lury were each designated by Sanken, and the Nominating and Governance Committee of the Board (the “NGC”) designated the other director nominees for nomination by the Board. In connection with Mr. Lury’s decision not to stand for re-election, Sanken notified the Company that it was designating Mr. Willett for nomination by the Board for re-election at the Annual Meeting, and the Company and the NGC consented to this designation, provided that Sanken continued to meet the ownership threshold specified in the Stockholders Agreement that entitles them to designate two designees. For more information regarding the Stockholders Agreement, see “Corporate Governance—Stockholders Agreement” on page 19.

The division of our Board into three classes with staggered three-year terms may make a change of our management or a change in control of our Company more difficult. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-outstanding shares of voting stock of the Company entitled to vote at an election of directors; provided, however, that the directors who were originally designated for nomination in accordance with the Stockholders Agreement may be removed with or without cause, but only in accordance with, and to the extent provided by, the terms of the Stockholders Agreement.

If you submit a duly executed proxy that is timely received by the Company but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented thereby for the election of each of Ms. Raubacher and Messrs. White and Willett as Class III Directors. In the event that any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board. The Board has no reason to believe that any of Ms. Raubacher or Messrs. White or Willett will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

Vote Required

The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors.

Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

Nominees For Class III Director (terms to expire at the 2029 Annual Meeting)

The principal occupations and business experience, for at least the past five years, of each Class III Director nominee for election at the Annual Meeting are as follows:

Continuing members of the Board:

The principal occupations and business experience, for at least the past five years, of each Class I Director (terms expiring at the 2027 Annual Meeting) and Class II Director (terms expiring at the 2028 Annual Meeting) are as follows:

Class I Directors

Class II Directors

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

Our Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending March 26, 2027. Our Board has directed that this appointment be submitted to our shareholders for ratification at the Annual Meeting. Although ratification of our appointment of PwC is not required, we value the opinions of our shareholders and believe that shareholder ratification of our appointment is a good corporate governance practice.

PwC has been engaged as our independent registered public accounting firm since 2022. Neither PwC nor any of its members have any direct or indirect financial interest in or any business or financial connection with us in any capacity other than as our auditors, providing audit and non-audit related services. We expect representatives of PwC to be present at the Annual Meeting. Representatives of PwC will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions from shareholders.

In the event that the appointment of PwC is not ratified by the shareholders, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm, but it will not be obligated to do so. Even if the appointment of PwC is ratified, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change is in the best interest of the Company.

Vote Required

This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast. Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of PwC, we do not expect any broker non-votes in connection with this proposal.

Proposal 3: Advisory Vote on the Company’s Executive Compensation

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are providing our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the overall compensation of our named executive officers as disclosed in the “Executive and Director Compensation” section of this proxy statement. This advisory vote is commonly referred to as “say-on-pay.”

A substantial percentage of our named executive officers’ compensation is directly tied to stock performance and the attainment of financial and other performance measures the Board believes promote long-term shareholder value and position us for long-term success. As described more fully in the Compensation Discussion and Analysis, the mix of fixed and performance-based compensation, the terms of our incentive compensation programs and the weighting of variable compensation more heavily toward equity awards, are all designed to enable us to attract and retain top talent and align the interests of our executive officers with those of our shareholders, while balancing risk and reward. The Compensation Committee and the Board believe the design of the programs, and the compensation awarded to the named executive officers under the current programs, fulfills these objectives.

Although the vote is advisory and non-binding, the Board and the Compensation Committee will carefully consider the outcome of the vote in connection with their ongoing evaluation of the Company’s compensation programs. We currently intend to hold say-on-pay votes on executive compensation annually until the next vote to determine the frequency of such an advisory vote in 2028. Accordingly, we anticipate the next say-on-pay vote will be held at the Company’s 2027 Annual Meeting of Shareholders.

We are asking our shareholders to approve the compensation of our named executive officers by voting “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Vote Required

This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast. Abstentions and broker non‑votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee has reviewed the audited consolidated financial statements of the Company for the fiscal year ended March 27, 2026, and has discussed these financial statements with management and PwC, the Company’s independent registered public accounting firm for the fiscal year ended March 27, 2026. The Audit Committee has also discussed with the independent registered public accountants the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Company’s independent registered public accounting firm also provided the Audit Committee with the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from the Company.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10‑K for the fiscal year ended March 27, 2026.

June 10, 2026

Susan D. Lynch (Chair)

Joseph R. Martin

Jennie M. Raubacher

Robert J. Willett

The Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and it shall not otherwise be deemed filed under such Acts.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS

The following table summarizes the fees of PwC, our independent registered public accounting firm, billed to us for each of the last two fiscal years:

Audit Fees

Audit fees consist of fees billed for professional services performed by PwC for the audit of our annual financial statements and the review of quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.

Audit-Related Fees

Audit-related fees consist of services not reported under “Audit Fees” that are reasonably related to the performance of the audit or review of the Company’s financial statements and related services. Audit-related fees in fiscal year 2025 and fiscal year 2026 consisted of fees for regulatory and compliance related services.

Tax Fees

Tax fees consist of services for tax compliance and consulting.

All Other Fees

All other fees consist of license fees for an accounting research software license.

Audit Committee Pre-Approval Policy and Procedures

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent registered public accountants.

On an ongoing basis, management communicates specific projects and categories of services for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of the independent registered public accountants. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services as compared to the approved amounts. The Audit Committee may also delegate the ability to pre-approve audit and permitted non-audit services to a subcommittee consisting of one or more members, provided that such pre-approvals are reported on at a subsequent Audit Committee meeting. All services performed for the fiscal year ended March 27, 2026 were pre-approved by the Audit Committee.

CORPORATE GOVERNANCE

General

Our Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and charters for our NGC, Audit Committee and Compensation Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines, and our Code of Business Conduct and Ethics in the “Governance” section under “Documents & Charters” in the Investor Relations section of our corporate website located at investors.allegromicro.com, or by writing to our Secretary at our offices at 955 Perimeter Road, Manchester, New Hampshire, 03103.

Board Composition

Our business and affairs are managed under the direction of our Board. Our Board currently consists of eleven members: Michael C. Doogue, Joseph R. Martin, Katsumi Kawashima, Richard R. Lury, Susan D. Lynch, Krishna G. Palepu, Mary G. Puma, Jennie M. Raubacher, Yoshihiro (Zen) Suzuki, Brian C. White and Robert J. Willett. Our Board is divided into three classes, with the directors in each class serving for a three-year term, and one class being elected each year by our shareholders. Each of Mr. Lury and Ms. Lynch, who currently serve as Class III Directors, has informed the Company that they will not be standing for re-election when their current term expires at the Annual Meeting. The Board has voted to reduce the size of the Board to nine members immediately following the Annual Meeting.

When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, our Board focuses primarily on each person’s background and experience, as reflected in the information discussed in each director’s individual biography set forth in Proposal One above and in the director skills and experience matrix set forth below. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Board Skills and Experience Matrix

The NGC regularly reviews the skills, experience and background that it believes are desirable to be represented on the Board. The following identifies some of these key qualifications and skills and includes which continuing directors possess these skills:Experience, Skills or Knowledge Automotive Industry Senior Management (public or private) Finance / Accounting International Business Legal / Regulatory / Compliance Corporate Governance and Public Company Board Semiconductor / Technology Industries Sales & Marketing Operations / Manufacturing / Supply Chain Corporate Responsibility / Climate / Sustainability Katsumi Kawashima Krishna Palepu Mary Puma Joseph Martin Jennie Raubacher Yoshihiro Suzuki Brian White Robert Willett Michael Doogue Key: =no experience, =emerging experience, =some experience, =substantial experience =expert-level experience

Stockholders Agreement

As referenced above, we are party to the Stockholders’ Agreement with Sanken that we originally entered into in connection with our IPO and that has been amended and restated most recently in July 2024. Pursuant to the Stockholders Agreement, the parties agreed that:

Pursuant to the Stockholders Agreement and subject to the prior written consent of the NGC, Sanken generally has the right to remove and replace directors that it has designated. Sanken has also agreed to vote, or cause to be voted, all of their outstanding shares of our Common Stock (i) at any annual or special meeting of stockholders in which directors are elected, and to otherwise take all necessary action (as defined in the Stockholders Agreement) so as to cause the election or appointment of the designees described above, and (ii) if requested by our NGC, in favor of any matter that our Board has determined in good faith to be advisable and in the best interests of our stockholders (and against any matter that would reasonably be expected to oppose or frustrate such Board-recommended matter). Additionally, pursuant to the Stockholders Agreement, and all waivers and consents thereto, the Company has agreed to take all necessary actions to cause (1) our Board to be comprised of the number of directors determined in accordance with the terms of the Stockholders Agreement; (2) the individuals designated in accordance with the terms of the Stockholders Agreement to be included in the slate of nominees to be elected at the next annual or special meeting of our shareholders at which directors are to be elected, and at each annual meeting of our shareholders thereafter at which a director’s term expires; and (3) the individuals designated in accordance with the terms of the Stockholders Agreement to fill the applicable vacancies on our Board. The Stockholders Agreement allows for our Board to reject the nomination, appointment or election of a particular director if such nomination, appointment or election would constitute a breach of the Board’s fiduciary duties to our shareholders or does not otherwise comply with any requirements of our Third Amended and Restated Certificate of Incorporation or our Second Amended and Restated Bylaws (the “Bylaws”).

The Stockholders Agreement further provides that Sanken will not directly sell a portion of its Common Stock representing greater than 10% of our outstanding shares of Common Stock to a material competitor of the Company in a privately negotiated sale solely between such selling shareholder and such competitor, without the prior written consent of the Company.

The Stockholders Agreement will terminate upon the earlier to occur of (a) Sanken and its affiliates ceasing to own at least 10% of all issued and outstanding shares of our Common Stock, and (b) the unanimous written consent of the parties thereto.

Director Independence

Our Common Stock is listed on the Nasdaq Global Select Market (“Nasdaq”). Under Nasdaq rules, a director will only qualify as an “independent director” if that company’s board of directors affirmatively determines that such person does not have a relationship with the company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board undertook a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that none of Richard R. Lury, Susan D. Lynch, Joseph R. Martin, Krishna G. Palepu, Mary G. Puma, Jennie M. Raubacher, Brian C. White and Robert J. Willett, representing eight of our eleven directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Nasdaq rules.

In making these determinations, our Board considered the current and prior relationships that each director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including their beneficial ownership of our capital stock and relationships with certain of our significant shareholders, and the transactions involving them described in the section entitled “Certain Relationships and Related Person Transactions.”

Director Candidates

Other than director candidates who may be designated by Sanken pursuant to the Stockholders Agreement, the NGC is primarily responsible for searching for qualified director candidates for election to the Board and filling vacancies on the Board. To facilitate the search process, the NGC may solicit current directors and executives of the Company for the names of potentially qualified candidates. The NGC may also consult with outside advisors or retain search firms to assist in the search for qualified candidates or consider director candidates recommended by our shareholders. Once potential candidates are identified, the NGC reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest and determines if candidates meet the qualifications desired by the NGC for candidates for election as a director. Robert J. Willett, who was elected to the Board in May 2026, and Brian C. White, who was elected to the Board in June 2026, were each evaluated by the NGC based on the criteria discussed above, were each identified as a potential director candidate and presented to the NGC and the Board by a third-party search firm, which was engaged by the NGC to assist the NGC in (i) identifying director candidates that meet the Company’s director qualifications set forth below, (ii) coordinating interviews with those qualified candidates selected by the NGC for further consideration, and (iii) assisting with the NGC’s due diligence work to evaluate potential candidates. Once each individual was identified as a candidate, the NGC evaluated each of Messrs. White and Willett following the process described in this section and recommended that each be elected to the Board. In connection with Mr. Lury’s decision not to stand for re-election, Sanken notified the Company that it was designating Mr. Willett for nomination by the Board for re-election at the Annual Meeting, and the Company and the NGC consented to this designation, provided that Sanken continued to meet the ownership threshold specified in the Stockholders Agreement that entitles them to designate two designees. Mr. Willett was not initially identified or recommended for consideration to the NGC as a candidate for election to the Board by Sanken and has no prior affiliations or related party transactions with Sanken.

The Board strives for excellence in its governance of the Company and recognizes that an effective board is built upon members with a wide array of experiences, skills and perspectives. To achieve this, we actively seek to attract and retain talented individuals from varied professional and personal backgrounds, cultivating an inclusive environment where all Board members can contribute fully and thrive. In evaluating the suitability of individual candidates (both new candidates and current Board members), the NGC, in recommending candidates for election, and the Board, in approving (and, in the

case of vacancies, appointing) such candidates, may take into account many factors, including: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; the categories of skills and experience identified in the director skills and experience matrix; strong finance experience; relevant social policy concerns; experience relevant to the Company’s industry; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of the Company’s operations; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other Board members; varied backgrounds and perspectives, including, but not limited to specialized experiences; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its variety of experience in these various areas. In determining whether to recommend a director for re-election, the NGC may also consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

Shareholders may recommend individuals to the NGC for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the NGC, c/o Secretary, Allegro MicroSystems, Inc., 955 Perimeter Road, Manchester, New Hampshire, 03103. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the NGC will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Communications from Shareholders

The Board will give appropriate attention to written communications that are submitted by shareholders and will respond if and as appropriate. Our Secretary is primarily responsible for monitoring communications from shareholders and for providing copies or summaries to the directors as our Secretary considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Secretary considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs or personal grievances. Shareholders who wish to send communications on any topic to the Board should address such communications to the Board of Directors in writing: c/o Secretary, Allegro MicroSystems, Inc., 955 Perimeter Road, Manchester, New Hampshire, 03103.

Board Leadership Structure and Role in Risk Oversight

Our Bylaws and Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company. Currently, the roles are separated, with Joseph R. Martin serving as Chairman of the Board and Michael C. Doogue serving as President and Chief Executive Officer and as a director. Our Board has determined that separating the roles of Chairman of the Board and Chief Executive Officer allows our Chief Executive Officer to focus on the strategic management of our day-to-day business, while allowing the Chairman to focus on leading the Board in its fundamental role of providing advice to, and independently overseeing, management. The Board recognizes the time, effort and energy that the Chief Executive Officer is required to devote to the position, as well as the commitment required to serve as our Chairman. The Board believes that having separate positions, with an independent, non-executive director serving as the Chairman, is the appropriate leadership structure for our Company at this time and allows the Board to fulfill its role with appropriate independence. For these reasons, and because of the strong leadership of Mr. Martin and Mr. Doogue, our Board has concluded that our current leadership structure is appropriate at this time.

However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. Our Corporate Governance Guidelines provide that whenever our Chairman of the Board is also a member of management or is a director that does not otherwise qualify as an independent director, the independent directors may elect a Lead Independent Director. Mr. Martin served as our Lead Independent Director prior to being named as Chairman in August 2025. The Board does not currently have a Lead Independent Director.

Our Board has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board is responsible for overseeing our risk management process, including our enterprise risk management program (“ERM”). Our Board focuses on our general risk management strategy and the most significant risks facing us and oversees

the implementation of risk mitigation strategies by management. In addition to informing the Board through discussions with committee members and regular reports from management about key risks and the actions taken by management to adequately address those risks, management provides a formal presentation to the Board on the Company’s ERM as a focus topic annually. Our Audit Committee is also responsible for discussing our policies with respect to risk assessment and risk management and has been delegated responsibility to oversee the ERM and provide quarterly reports to the full Board on the ERM’s activities. In order to execute its ERM oversight function, the Audit Committee receives quarterly updates from management on the ERM and the top risks that the ERM Council, which includes the entire executive leadership team and other key members of management, has identified on our risk register. These updates include key risk management and mitigation activities the Company is taking to manage the risks on the risk register, as well as an assessment of risk trends related to risk severity and probability. The Audit Committee is also responsible for overseeing the management of risks relating to accounting matters and financial reporting. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our NGC is responsible for overseeing the management of risks associated with the independence of our Board and potential conflicts of interest.

We have also developed and implemented a cybersecurity risk management program under which management and the Board consider and evaluate the risk of cybersecurity breaches and vulnerabilities and how best to mitigate such risks in order to protect the confidentiality, integrity, and availability of our critical systems and information. Under its charter, the Audit Committee has the responsibility of overseeing our cybersecurity risk assessment and risk management, including guidelines and policies to govern the process by which exposure to cybersecurity risks are handled. The Audit Committee receives periodic reports from management on our cybersecurity risks. These presentations may cover a range of topics, including: the current cybersecurity landscape and emerging threats, progress on cybersecurity projects, reports about cybersecurity incidents it considers significant or potentially significant, lessons learned from past events, and adherence to regulatory requirements and/or industry standards, as appropriate. The Audit Committee reports to the full Board on these risk discussions, as appropriate.

Code of Business Conduct and Ethics

Our Board 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 of Business Conduct and Ethics is posted on our investor relations website at investors.allegromicro.com in the “Governance” section under “Documents & Charters.” In addition, we have or intend to post on our website all disclosures that are required by law or Nasdaq rules concerning any amendments to, or waivers from, any provision of the code.

Corporate Responsibility and Sustainability

We strive to innovate with purpose, including in our pursuit of our corporate responsibility or ESG initiatives. We believe that integrating ESG principles into our strategy and operations, demonstrating progress against defined goals, and tracking and reporting key metrics is a business imperative that is required or expected by our key customers and suppliers, many of which are based outside the United States and subject to heightened regulatory and legal requirements in this area. We also believe that such efforts create long-term value for all our stakeholders – employees, customers, supply chain partners and shareholders. Information on our ESG performance and initiatives can be found in our annual ESG report, available on the “ESG” section of our website.

Our NGC oversees our sustainability strategy and receives a quarterly update from management on key ESG activities and initiatives. In addition, management presents ESG as a focus topic to the full Board annually. At the management level, sustainability is governed by our ESG Steering Committee, a cross-functional group of leaders from throughout the Company who are responsible for directing our sustainability actions and managing our signature initiatives.

Additional information on our sustainability policies and our codes of conduct can be found on the “Sustainability” section of our website, allegromicro.com/en/about-allegro/corporate-responsibility/sustainability, which contents and website are not incorporated by reference herein.

Attendance by Members of the Board at Meetings

There were four meetings of the full Board during the fiscal year ended March 27, 2026, not including special meetings convened in which only a subset of the Board were invited participants. During the fiscal year ended March 27, 2026, each

director then serving attended at least 75% of the aggregate of (i) all meetings of the Board and (ii) all meetings of the committees on which the director served during the period in which he or she served as a director.

Under our Corporate Governance Guidelines, which are available on our investor relations website at investors.allegromicro.com in the “Governance” section under “Documents & Charters,” a director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to regularly prepare for and attend meetings of the Board and all committees on which the director serves (including separate meetings of the non-management and independent directors), with the understanding that, on occasion, a director may be unable to attend a meeting. A director who is unable to attend a meeting of the Board or a committee of the Board is expected to notify the Chairman of the Board or the chair of the appropriate committee in advance of such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an in-person meeting. We do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that directors will attend, absent compelling circumstances. The 2025 virtual annual meeting was attended by all of the members of our Board at that time.

COMMITTEES OF THE BOARD

Our Board has established three standing committees — Audit, Compensation and NGC — each of which operates under a written charter that has been approved by our Board. The Board also maintained a standing Strategy Committee during a portion of fiscal year 2026. In November 2025, the Board elected to dissolve the Strategy Committee and integrated its oversight responsibilities into the full Board’s regular strategic review process.

The current members of each of the Board committees and committee chairs are set forth in the following chart.

* Does not include special committee meetings convened for specific purposes

Audit Committee

Our Audit Committee’s responsibilities include:

In addition to the foregoing, the Audit Committee is responsible under our Whistleblower Policy for receiving reports on and evaluating reported concerns, not just those related to accounting, auditing or internal controls.

The Audit Committee charter is available on our investor relations website at investors.allegromicro.com in the “Governance” section under “Documents & Charters.” The members of the Audit Committee are Susan D. Lynch, Joseph R. Martin, Jennie M. Raubacher, Brian C. White and Robert J. Willett. Ms. Lynch serves as the chair of the Audit Committee. Mr. White will succeed Ms. Lynch as chair of the Audit Committee, effective immediately prior to the Annual Meeting. As previously reported, Ms. Lynch, who currently serves on the Board and Audit Committee, has informed the Company that she will not be standing for re-election when her current term expires at the Annual Meeting. Our Board has affirmatively determined that each of Mses. Lynch and Raubacher and Messrs. Martin, White and Willett qualifies as an “independent director” for purposes of serving on the Audit Committee under Rule 10A-3 under the Exchange Act and Nasdaq rules.

The members of our Audit Committee meet the requirements for financial literacy under the applicable Nasdaq rules. In addition, our Board has determined that each of Mses. Lynch and Raubacher and Messrs. Martin, White and Willett qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Compensation Committee

Our Compensation Committee is responsible for assisting the Board in the discharge of its responsibilities relating to the compensation of our executive officers, including the compensation of the named executive officers identified on page 28 of this proxy statement. Our Compensation Committee’s responsibilities include:

Under its charter, the Compensation Committee may form, and delegate authority to, subcommittees, as appropriate. To the extent permitted by and consistent with applicable law and the provisions of a given equity-based plan, the Compensation Committee may delegate to one or more executive officers of the Company the power to grant options or other stock or other equity-based awards pursuant to an equity-based plan to employees of the Company or any subsidiary of the Company who are not officers (as defined in Rule 16a-1(f) under the Exchange Act) or directors of the Company. The Compensation Committee may consider, in its discretion, the Chief Executive Officer’s recommendations when making decisions regarding the compensation of executive officers (other than the Chief Executive Officer). Pursuant to the Compensation Committee’s charter, which is available on our investor relations website at investors.allegromicro.com in the “Governance” section under “Documents & Charters,” the Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. During the fiscal year ended March 27, 2026, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) to provide guidance in reviewing our executive compensation program, including the composition of our peer group. Meridian consulted with the members of our management regarding various aspects of executive and director compensation, including with respect to our long-term incentive program.

The members of our Compensation Committee are Mary G. Puma, Richard R. Lury, Susan D. Lynch, Brian C. White and Robert J. Willett. Ms. Puma serves as the chair of the Compensation Committee. Our Board has determined that each of Mses. Puma and Lynch and Messrs. Lury, White and Willett qualifies as an “independent director” for purposes of serving on the Compensation Committee under Nasdaq rules, including the additional independence considerations for members of a compensation committee, and are “non-employee directors” as defined in Rule 16b-3 of the Exchange Act. As previously reported, Mr. Lury and Ms. Lynch, each of whom currently serves on the Board and as members of the Compensation Committee, have informed the Company that they will not be standing for re-election when their current terms expire at the Annual Meeting.

Compensation Committee Interlocks and Insider Participation

During all of our fiscal year ended March 27, 2026, Mary G. Puma, Richard R. Lury and Susan D. Lynch served on our Compensation Committee. During the fiscal year ended March 27, 2026, no member of our Compensation Committee was an officer or employee of the Company, was formerly an officer of the Company or had related person transactions with the Company that required disclosure under Item 404 of Regulation S-K. During the fiscal year ended March 27, 2026, none of the Company’s executive officers served on the board of directors or the compensation committee (or other board committee performing equivalent functions) of any other entity that had one or more of its executive officers serving on our Board or Compensation Committee.

Nominating and Governance Committee

Our NGC’s responsibilities include:

Pursuant to the NGC charter, which is available on our investor relations website at investors.allegromicro.com in the “Governance” section under “Documents & Charters,” the NGC has the authority to retain or obtain the advice of independent legal counsel and other advisors to assist in carrying out its responsibilities. The NGC leads a biennial evaluation of our Board and its committees. The next evaluation of the Board and its committees is scheduled to take place in fiscal year 2027.

The members of the NGC are Krishna G. Palepu, Richard R. Lury, Joseph R. Martin and Mary G. Puma. Dr. Palepu serves as the chair of the NGC. Our Board has determined that each of Dr. Palepu, Messrs. Lury and Martin and Ms. Puma qualifies as an “independent director” under Nasdaq rules. As previously reported, Mr. Lury, who currently serves on the Board and as a member of the NGC, has informed the Company that he will not be standing for re-election when his current term expires at the Annual Meeting.

Shareholder Engagement

We value our shareholders’ interests. We maintain an active dialogue with our shareholders to ensure we understand issues that are important to our shareholders and address their interests in a meaningful and effective way. We engage with our shareholders on a regular basis to discuss a range of topics, including our performance, strategy, risk management, compensation practices and ESG issues.

Board Composition

The Board strives for excellence in its governance of the Company and recognizes that an effective board is built upon members with a wide array of experiences, skills and perspectives. As provided for in the Company’s Corporate Governance

Guidelines, the Board values in its members, among other things, diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other Board members and varied backgrounds and perspectives, including, but not limited to specialized experiences. Accordingly, our Board is comprised of directors with a wide array of backgrounds, experiences, ages and tenure. Additional biographical information on each director nominee and continuing director is available beginning on page 8 of this proxy statement.

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the philosophy, policies, practices and material decisions underlying the compensation reported in the executive compensation tables included in this proxy statement for the following executive officers of the Company (the “NEOs” or “named executive officers”) as of the end of the Company’s 2026 fiscal year:

The total compensation of each NEO is reported in the Fiscal Year 2026 Summary Compensation Table presented on page 49 of this proxy statement.

Executive Summary

2026 Business Results

In fiscal year 2026 total net sales increased 23% year-over-year to $890 million, with growth across the Automotive and Industrial and Other end markets. Focus Auto (xEV and ADAS) led growth in Automotive. Record data center sales led growth in Industrial and Other. Design win activity increased more than 30% year-over-year, also led by Focus Auto and data center applications, reinforcing the strength of the Company’s competitive position in these high-growth markets.

Emphasizing the Company’s ongoing commitment to innovation, we introduced the industry’s first 10MHz tunnel magnetoresistance (TMR) current sensor during the fiscal year, offering the highest bandwidth solution currently available and enabling high-speed control for next-generation gallium nitride and silicon carbide power train systems across xEV, ADAS, data center and robotics applications. We also launched our first isolated gate driver specifically designed for silicon carbide transistors, featuring a proprietary “Power-Thru” architecture delivering up to 40 percent greater efficiency.

The Company generated strong net cash provided by operating activities of $163 million and record free cash flow of $125 million in fiscal year 2026. Demonstrating our commitment to disciplined capital allocation, the Company made $60 million in voluntary debt repayments, reducing total debt to $285 million and net debt to $116 million.

The following sets forth certain details of our financial results for fiscal year 2026 and the returns delivered to shareholders, compared to certain benchmarks, for fiscal year 2026:

Important 2026 Compensation Actions

Our Compensation Committee, which consists entirely of independent directors, sets the compensation of our NEOs. In the first quarter of fiscal year 2026, the Compensation Committee took the following actions with respect to the compensation of our NEOs:

As illustrated below, our executive compensation program utilizes annual and long-term incentive awards, including awards that are contingent on Company performance relative to our key performance metrics. The pay mix illustrations set forth below are based on target compensation and include annualized base salary, target annual bonus under the AIP, including AIP PSUs and annual long-term equity-based awards at target. Mr. Coleman’s target compensation was not included in the pay mix illustration below due to his mid-year commencement of employment.Variable, at risk compensation, 91% fy2026 CEO compensation 9% 12% 79% base salary aip (Target), including aip psus (described below) lti (Annual equity award target) fy2026 ceo target lti 50% 50% variable, at risk compensation, 82% fy2026 other neo average compensation 17% 13% 70% fy2026 other neo avg lti 50% 50% psus rsus base salary aip (target), aip psus (described below) lti (annual equity award target)

us

Compensation Philosophy and Objectives

The overall objective of our compensation program is to encourage and reward the creation of sustainable, long-term value for our shareholders. We pursue this objective via:

Compensation Governance and Best Practices

We are committed to maintaining strong governance standards with respect to our compensation programs, procedures and practices. For example:

Role of the Compensation Committee, Compensation Consultant and Management

In setting executive compensation, the Compensation Committee considers a number of factors, including the CEO’s recommendations (other than with respect to his own compensation), the recommendations and competitive market data and analysis provided by the Compensation Committee’s independent compensation consultant, Company performance and each executive’s impact on that performance, each executive’s relative scope of responsibility and potential, each executive’s individual performance and demonstrated leadership, each executive’s internal equity across the organization and each executive’s professional experience and tenure with the Company. The Compensation Committee also considers prior fiscal year adjustments to executive compensation, historical payments under our AIP and our historical equity award grant practices. For new executives joining the Company, the Compensation Committee also assesses the need to provide a total compensation package that is market competitive and will attract the executive to join the Company. The Compensation Committee has the final authority to approve annual compensation packages for all executives, with the exception of the compensation for the CEO, which the Compensation Committee recommends to the non-employee members of the Board for approval.

At the start of each fiscal year, we develop Company performance metrics aligned with our annual operating plan for our employees, including our NEOs. These goals represent key performance objectives that are incorporated into the AIP framework and then submitted to the Compensation Committee for consideration and approval. After our fiscal year-end financial results are available, the Compensation Committee approves annual bonus payout amounts under our AIP, if any, for our executives for the just-completed fiscal year, with the exception of the annual bonus payout amount for the CEO, which the Compensation Committee recommends to the non-employee members of the Board for approval.

The Compensation Committee has engaged Meridian, an independent compensation consulting firm, to provide research and analysis and to make recommendations on the form, terms and level of executive compensation. The Compensation Committee sought input from Meridian on executive compensation matters for the 2026 fiscal year, including the design and competitive position of our executive compensation program, our peer group (see below for additional information on our peer group), appropriate compensation levels, executive severance terms and evolving compensation trends.

Based on its consideration of the various factors set forth in the rules promulgated by the SEC and Nasdaq, the Compensation Committee has determined that the work performed by Meridian has not raised any conflict of interest.

Results of Advisory Vote on Executive Compensation

At the Company’s 2025 annual meeting of shareholders, the shareholders of the Company were asked to approve, on an advisory basis, the compensation of the NEOs for fiscal year 2025, with approximately 91% of votes cast voted in favor of our executive compensation program. We have taken and will continue to take stockholder feedback into consideration as we evolve our compensation program. Most importantly, we are committed to ensuring that our ongoing program is designed in the best interests of both our stockholders and executives.

Competitive Positioning

Meridian performs a competitive market analysis of our executive compensation programs annually to ensure that the total compensation packages of our executive officers are within a reasonably competitive range of companies of similar industry, size and complexity. In connection with its fiscal year 2026 compensation actions and decisions, the Compensation Committee considered the competitive market analysis prepared by Meridian in February of 2025 (see below for more information on the competitive market analysis).

In connection with the appointments of Mr. Madormo as Senior Vice President, Worldwide Sales, in the month prior to our 2026 fiscal year, and Mr. Coleman as Senior Vice President and General Manager, Products during fiscal year 2026, the Compensation Committee, in consultation with Meridian, conducted a specific market analysis to determine competitive recruitment packages. The Compensation Committee’s objective was to establish total target compensation levels that were competitive with the 50th percentile of our peer group for comparable roles, while also considering each executive’s significant industry experience, specialized skill sets, and the competitive landscape for executive talent in the semiconductor industry. The initial compensation arrangements for Mr. Madormo and Mr. Coleman were designed to provide a balanced mix of fixed and at-risk pay consistent with our existing executive compensation philosophy, ensuring their interests were immediately aligned with those of our shareholders upon joining the Company.

Competitive Market Analysis

In February 2025, Meridian conducted a competitive market analysis to support the Compensation Committee in connection with its executive and non-employee director compensation decisions for fiscal year 2026. To develop an understanding of the competitive marketplace, the Compensation Committee reviewed the executive compensation practices of a group of publicly traded companies of similar size and complexity, and against which we compete for senior executive talent. Meridian’s analysis was based on compensation data gathered from publicly available filings and from compensation survey data for our industry. Meridian worked with the Compensation Committee to review and select the Company’s peer group.

In determining the peer group to be utilized in making compensation decisions for fiscal year 2026 (the “Peer Group”), the Compensation Committee and Meridian reviewed and considered factors such as industry, total revenue, market capitalization, growth and profitability margins. The Peer Group was selected based on the evaluation of all of these factors. The Peer Group consisted of the following 17 companies, which were the same companies that comprised the peer group for fiscal year 2025:

As indicated in the table below, at the time of the competitive market analysis in February 2025, our revenue approximated the Peer Group 50th percentile, our headcount the 65th percentile and our market capitalization the 30th percentile.

The Compensation Committee uses the market analysis as a reference point to ensure that our executive compensation program is competitive with market practice for our Peer Group. In the case of each executive officer, the Compensation Committee compares the overall compensation of each individual against the compensation data developed through the market analysis, if their position is sufficiently similar to the positions identified in the data to make the comparison meaningful. The Compensation Committee reviews a full array of competitive market data as part of this comparison process rather than isolating a particular percentile with respect to any portion of the executives’ pay. Ultimately, the Compensation Committee’s decisions with respect to each executive’s total compensation, and each individual compensation element, are based in large part on its assessment of the Company’s and the individual’s performance.

Compensation Elements

We use the following key elements to compensate our NEOs:

Variation in competitive positioning among executives is to be expected, to recognize differences in individual performance, tenure, or scope of responsibility relative to market. However, for fiscal year 2026, we generally targeted each compensation element within a competitive range (+/- 15% for base salary and AIP target compensation, +/- 20% for grant date fair value of long-term incentives) of the market 50th percentile.

Fiscal Year 2026 Base Salaries

NEO base salaries are an important part of their total compensation package and are intended to reflect their respective positions, duties, and responsibilities. Our Compensation Committee annually reviews and determines the base salaries of our executives (with the exception of the CEO, whose base salary is reviewed and recommended by the Compensation Committee and approved by the non-employee members of the Board).

In fiscal year 2025, the Compensation Committee approved base salary increases for two of our NEOs that were delayed as a cost-saving initiative and not implemented until after the beginning of fiscal year 2026. The following table represents these base salary increases that were previously approved by the Compensation Committee in fiscal year 2025 but were not effective until April 5, 2025.

During fiscal year 2026, the Compensation Committee conducted an annual review of the base salaries of the NEOs, approving adjustments for two of our NEOs. Mr. Doogue did not have a base salary increase during the 2026 fiscal year following his promotion to CEO effective February 23, 2025. Messrs. Madormo and Coleman were also not a part of the 2026 fiscal year base salary review because their base salaries for the year were negotiated in connection with their offers of employment, the terms of which were previously approved by the Compensation Committee. For fiscal year 2026, the following base salary increases were implemented effective June 14, 2025 for the applicable NEOs, as shown in the table below. In deciding whether to make any annual adjustments, the Compensation Committee considered factors including each NEO’s performance, tenure, and job responsibilities, in addition to considering market information from Meridian’s February 2025 competitive analysis.

The following table represents fiscal year 2026 salary increases effective June 14, 2025.

Sign-On Bonus for Mr. Coleman

In connection with Mr. Coleman’s appointment and to incentivize Mr. Coleman to join Allegro, the Compensation Committee approved a one-time cash sign-on bonus in the amount of $300,000, that was paid to Mr. Coleman within 30 days of his start date. In determining the size of this award, the Compensation Committee considered the scope and challenge of the Senior Vice President and General Manager, Products role, Mr. Coleman’s extensive knowledge and experience, forfeiture of awards at his prior employer, and the competitive market for executive talent. To ensure alignment with the Company’s long-term interests and to provide a strong retention incentive, the sign-on bonus is subject to a rigorous repayment provision. Under the terms of Mr. Coleman’s offer letter, the entire $300,000 must be reimbursed to the Company if he voluntarily terminates employment in less than one year. If Mr. Coleman voluntarily terminates his employment after one year but in less than two years, he is required to make a prorated repayment based on the number of months worked during that second year.

Fiscal Year 2026 AIP

Each of our NEOs participated in our AIP in fiscal year 2026, which is focused on rewarding our executive officers for annual operating performance that meets or exceeds pre-established goals. The Compensation Committee annually reviews and approves each NEO’s target bonus opportunity (expressed as a percentage of base salary) under the AIP (with the exception of the CEO, whose target bonus opportunity is recommended by the Compensation Committee and approved by the non-employee members of the Board). During the first quarter of fiscal year 2026, the Compensation Committee reviewed Mr. D’Antilio’s and Ms. Briansky’s target bonus opportunities and did not approve any changes from fiscal year 2025. As part of its AIP target determinations, the Compensation Committee considered the same factors as in its deliberations relating to base salaries, as well as our desire to motivate achievement of short-term financial objectives via meaningful annual incentive opportunities. The target bonus opportunity for fiscal year 2026 for Mr. Doogue was determined in connection with his promotion to CEO in February 2025, and each of Mr. Madormo and Mr. Coleman’s bonus opportunities were negotiated in connection with the terms of their offer letters in connection with their agreement to join the Company, the terms of which were previously approved by the Compensation Committee. The target bonus opportunities for our NEOs for fiscal 2026 are as follows:

The actual amount of the annual bonuses paid under the AIP each year may be more or less than the applicable NEO’s target bonus opportunity, depending on Company performance against a set of pre-established performance metrics. For fiscal year 2026, these Company performance metrics included Performance EBIT (weighted 50%) and revenue (weighted 50%). The annual bonuses under the AIP are also subject to potential increase or reduction at the discretion of the Compensation Committee (or the Board in the case of the CEO), based on individual NEO performance during the fiscal year (the “Multiplier for Individual Performance”). The Compensation Committee has not historically used a Multiplier for Individual Performance for our individual NEO AIP awards but maintains the flexibility to do so. In accordance with the maximum limits in the AIP, no executive officer’s AIP award for a given year can exceed 200% of their target, regardless of AIP performance or an officer’s Multiplier for Individual Performance.

For fiscal year 2026, Messrs. Doogue and D’Antilio elected to receive 100% and approximately 75%, respectively, of their Target AIP award in the form of AIP PSUs. Messrs. Doogue and D’Antilio elected, and the Compensation Committee supported this election, in order to reduce the Company’s cash-based compensation expense and further align their interests with the interests of shareholders through additional stock-based compensation. The metrics for the AIP PSUs

were identical to the metrics in the fiscal year 2026 AIP but did not permit any Multiplier for Individual Performance. The AIP PSU awards were granted in May 2025 and vested, based on achievement of the metrics, on May 16, 2026 in the Company’s open trading window following the release of its earnings for the 2026 fiscal year. For additional details on the AIP PSUs, see “AIP PSU Awards” in the “Fiscal Year 2026 Equity Compensation” section below.

The table below illustrates AIP determinations at various levels of performance and the actual performance in fiscal year 2026 for each metric. For performance between points referenced in the table, straight line interpolation is used for the determination of actual achievement of performance metrics. target aip mix% 50% 50% performance ebit revenue

In May 2026, the Compensation Committee assessed the Company’s fiscal year 2026 achievement of the corporate performance objectives, as detailed in the table above. The sum of the Performance EBIT and revenue portions of the pool funding resulted in total pool funding at 182.9% of target. While the terms of the AIP permit the Compensation Committee to do so, the Compensation Committee did not choose to exercise discretion based on individual performance for fiscal year 2026 AIP cash payout determinations, and so the Multiplier for Individual Performance for all NEOs was 1.0. The table below illustrates the final AIP cash payout determinations for each NEO receiving an AIP payment.

Fiscal Year 2026 Equity Compensation

We generally use equity awards as a form of long-term incentive compensation to motivate and reward executive officers for effectively executing longer-term strategic and financial objectives. The multi-year vesting provisions of these awards also support the Company’s leadership retention strategy. The value of these equity awards is based on the value of our Common Stock, and these awards help align the interests of our executive officers with those of the Company’s shareholders. In fiscal year 2026, we also utilized short-term vesting AIP PSUs strategically as a means to reduce cash-based compensation expense and further align Messrs. Doogue and D’Antilio with the interests of shareholders through additional stock-based compensation following a cyclical industry downturn that negatively impacted semiconductor companies’ stock prices in fiscal year 2025.

In fiscal year 2026, our annual equity awards consisted of a combination of RSUs and PSUs. Further details regarding awards granted during fiscal year 2026 are set forth below. The Compensation Committee elected to evenly weight the annual equity awards between PSUs and RSUs, balancing alignment to our longer-term strategic and financial goals referenced in the PSUs and NEO retention and engagement.

For each eligible executive, the Compensation Committee considers the relative value of equity awards compared to the equity awards held by other executive officers, the desired incentive mix between PSU awards and RSU awards, a compensation analysis performed by Meridian, and the individual experience, skills and performance level of the executive officer to determine the size of equity awards.

Annual Equity Awards

The annual LTI equity awards (which excludes the AIP PSUs granted outside of our annual LTI program) granted to each of our NEOs consisted of RSUs (50% of each LTI award) and PSUs (50% of each LTI award). This revised allocation, which moved from our mix of 60% PSUs and 40% RSUs in the prior year, was intended to further strengthen the retention profile of our LTI program while maintaining a significant emphasis on performance-based compensation. The Compensation Committee believes that an equal weighting between PSUs and RSUs provides a balanced approach that rewards the achievement of rigorous long-term financial and strategic objectives through the PSUs, while ensuring management stability and continuity through the RSUs. The RSUs are scheduled to vest in three equal installments on each of May 16, 2026, 2027, and 2028, subject to continued employment through the applicable vesting date. The PSUs vest, if any, on May 16, 2028 based on achievement of three separate performance and service criteria, as modified based upon our relative total shareholder return (“TSR”) performance over the period against a custom list of Russell 3000 semiconductor and semiconductor equipment peers (the “TSR Modifier”). We believe a TSR Modifier best maintains a relative measure of our performance against broader industry performance while aligning NEO accountability to operational measures within their control.

The performance metrics and TSR Modifier in the PSUs granted in fiscal year 2026 are described in greater detail in the following table.

Earned PSUs are further modified by our TSR Modifier, as described in more detail below.

Revenue Growth

The table below illustrates PSU payout determinations for the Revenue Growth metric at various levels of performance compared to fiscal year 2025 revenue. For performance between points referenced in the table, straight-line interpolation is used for the PSU vesting determination. In fiscal years 2027 and 2028, Revenue Growth is measured separately with the prior fiscal year revenue as the baseline for calculating growth. The payout for fiscal years 2026, 2027, and 2028 is averaged to calculate the payout on the overall Revenue Growth metric. The same performance goal and target setting methodology was applied to fiscal years 2027 and 2028, however, we do not prospectively disclose our Revenue Growth goals for future-year performance periods due to the risk of competitive harm that could result from premature disclosure. Although final certification by the Compensation Committee of the number of shares earned pursuant to the PSUs granted in fiscal year 2026 will take place following the end of the three-year performance period and application of the TSR Modifier described below, the Company assessed performance results following the completion of fiscal year 2026 and determined fiscal year 2026 revenue growth to be approximately 23%.

Gross Margin Expansion

The table below illustrates PSU payout determinations for the Gross Margin Expansion metric at various levels of performance compared to fiscal year 2025 gross margin. For performance between points referenced in the table, straight-line interpolation is used for the PSU vesting determination. In fiscal years 2027 and 2028, Gross Margin Expansion is measured separately with the prior fiscal year gross margin as the baseline for calculating basis point improvement. The payout for fiscal years 2026, 2027, and 2028 is averaged to calculate the payout on the overall Gross Margin Expansion metric. The same performance goal and target setting methodology was applied to fiscal years 2027 and 2028, however, we do not prospectively disclose our gross margin goals for future-year performance periods due to the risk of competitive harm that could result from premature disclosure. Although final certification by the Compensation Committee of the number of shares earned pursuant to the PSUs granted in fiscal year 2026 will take place following the end of the three-year performance period and application of the TSR Modifier described below, the Company assessed performance results following the completion of fiscal year 2026 and determined fiscal year 2026 gross margin basis point improvement to be approximately 140.

Fiscal Year 2026 KPIs

The table below illustrates how the payout for the KPIs portion of the award will be determined. For performance between points referenced in the table, straight-line interpolation is used for the PSU vesting determination.

We have selected KPI metrics for fiscal year 2026 that we believe are critical to achieving our future growth goals and that if achieved in fiscal year 2026 would enable our future success. This component was included in our fiscal year 2026 PSU awards in order to closely tie a portion of our NEO’s long-term compensation to measurable achievements in certain strategic priority areas for our business. The four KPIs were focused on measurable achievements in the following strategic priority areas: (i) design wins for new business opportunities closed during the fiscal year, valued based on their multi-year revenue forecast, (ii) new product introductions released to market during the fiscal year, and (iii) key internal research and development milestones. Each KPI included specific and objective requirements to ensure that performance assessments remain unbiased and fact based. While the specifics of these requirements are not disclosed to protect the competitive interests of the Company, the Compensation Committee considered these requirements to be challenging yet achievable through disciplined focus and execution in the specific strategic priority areas, with certain of the KPIs being considered “stretch” goals requiring extraordinary performance. Final certification of achievement of these KPIs by the Compensation Committee will take place following the end of the three-year performance period and application of the TSR Modifier to the payout level, as described below; however, since the KPIs were required to be achieved in fiscal year 2026, the Company has preliminarily assessed performance results relative to these KPIs and determined that the requirements for achievement of each of the four KPIs was satisfied.

TSR Modifier

The number of PSUs that will ultimately be earned will be based on the total number of PSUs achieved as a result of the performance of the three metrics described above (i.e., Revenue Growth, Gross Margin Expansion, and KPIs), as multiplied by the TSR Modifier. A target TSR Modifier of 1.0 is achieved if the Company’s relative TSR over the three-year performance period equals the TSR of the median company in a custom group of companies in the Russell 3000 Index with a Global Industry Classification Standard (GICS) for “Semiconductors and Semiconductor Equipment” (the “R3000 Semiconductor Group”). For fiscal year 2026, following an analysis performed by Meridian, the Compensation Committee decided to retain the same TSR reference group used in fiscal year 2025 for assessing relative TSR in its PSU grants from the R3000 Semiconductor Group. The Russell US Indexes follow a semi-annual reconstitution schedule, so while our TSR reference group methodology is unchanged, the exact list of companies will vary over time. We based the R3000 Semiconductor Group on the company list as of the beginning of fiscal year 2026. The R3000 Semiconductor Group provides an appropriate group of peers of similar market capitalization and revenue to that of the Company and has historically maintained a strong stock price movement correlation with the Company’s stock price movement. For fiscal year 2026, the Compensation

Committee elected to refine the TSR Modifier range from 0.7x to 1.3x to 0.8x to 1.2x. This adjustment was intended to reduce potential payout volatility, more closely align our executive compensation outcomes with the operational and strategic factors more directly within management’s control and reinforce the importance of achieving long-term growth of the Company. By narrowing the modifier range, the Compensation Committee ensures that while relative stock price performance remains an important component of our pay-for-performance philosophy, it does not overshadow the critical financial and operational results achieved during the performance period. The TSR Modifier can range from 0.8x to 1.2x in accordance with the table below but cannot increase the overall PSU payout above the maximum 200% of target. Straight line interpolation is used for TSR Modifier determinations for performance between minimum and target or between target and maximum. If the Company’s relative TSR is negative during the three-year performance period, the TSR Modifier is capped at a maximum of 1.0x. The table below illustrates how the TSR Modifier will be determined.

The earned portion of the PSUs subject to fiscal year 2026 performance goals will vest, subject to continued service and achievement relative to the TSR Modifier, on May 16, 2028.

AIP PSU Awards

In addition to the annual LTI awards described above, for fiscal year 2026, Messrs. Doogue and D’Antilio, our two most highly compensated NEOs with the highest AIP targets, elected to receive 100% and approximately 75%, respectively, of their Target AIP award in the form of AIP PSUs to reduce cash-based compensation expense and further align their interests with the interests of shareholders through additional stock-based compensation, as detailed above under the heading “Fiscal Year 2026 AIP” presented on pages 36-37 of this proxy statement.

The table below illustrates the number of fiscal year 2026 target AIP PSUs granted to Messrs. Doogue and D’Antilio in May 2025, valued at $19.97 per share, which is equal to the 30-calendar day average closing price through the day prior to the grant date. The table also shows the final number of the AIP PSUs that vested in full on May 16, 2026 for Messrs. Doogue and D’Antilio in the Company’s open trading window following the release of the Company’s earnings for the 2026 fiscal year based on the payout percentage of 182.9% of target. The metrics for the AIP PSUs were identical to those under the AIP, as detailed above under the heading “Fiscal Year 2026 AIP” presented on pages 36-37 of this proxy statement, but did not contain any Multiplier for Individual Performance. Company performance metrics included Performance EBIT (weighted 50%) and revenue (weighted 50%).

In May 2026, the Compensation Committee assessed the Company’s fiscal year 2026 achievement of the performance objectives under the AIP PSUs, as detailed in the table below. The sum of the Performance EBIT and revenue portions of the AIP PSU resulted in total vesting of the AIP PSUs at 182.9% of target, the same result as the AIP.

New Hire Equity Award to Mr. Coleman

As a general practice, the Compensation Committee does not regularly grant special, one-time equity awards to its NEOs. However, the Compensation Committee retains the discretion to utilize such awards in certain limited situations where the committee believes that a targeted award serves as an effective means to accomplish particular corporate goals, such as attraction, retention, succession planning, or recognition of exceptional performance.

In connection with our appointment of Mr. Coleman as our Senior Vice President, General Manager, Products, the Company granted Mr. Coleman a new hire award of RSUs in November 2025. The Compensation Committee believed that a reasonably sized award of RSUs were the optimal vehicle to attract Mr. Coleman and retain his talent. In determining the size of this award, the Compensation Committee considered the scope and challenge of the Senior Vice President and General Manager, Products role, including Mr. Coleman’s extensive knowledge and experience, forfeiture of awards at his prior employer, and the competitive market for executive talent. Mr. Coleman’s award had a target grant date value of $2,150,000. The RSUs are scheduled to vest in three equal installments on each of May 16, 2026, 2027, and 2028, subject to continued employment through the applicable vesting date.

Equity Awards Granted in Fiscal Year 2026

The table below summarizes all the equity awards granted to our NEOs in fiscal year 2026.

Performance-Based Equity Awards with Performance Periods Ending in 2026

In addition to the AIP PSUs detailed above, the performance period for the PSUs granted in fiscal year 2024 concluded at the end of the 2026 fiscal year:

Benefits, Perquisites and Other Compensation

We maintain broad-based benefits for all employees, and our NEOs are eligible to participate on the same basis as other U.S.-based, full-time employees. The retirement plan, as well as our other benefits, are designed to be competitive in the labor market and to provide financial protection and security for employees and their families.

Health/Welfare Plans

We offer medical, dental and vision insurance to our NEOs and pay a portion of the premiums for these benefits consistent with the arrangements for all of our other U.S.-based, full-time employees. We also provide our NEOs and other eligible employees, at our expense, with group life and accidental death and dismemberment insurance benefits; short-term and long-term disability insurance benefits; paid time off benefits; and other ancillary benefits.

Charitable Contributions Matching Program

Subject to certain limitations, we match charitable donations made by our NEOs (and our directors and other senior executives) to eligible charitable organizations, up to a $5,000 annual limit per person. All other global employees are eligible for a match under the program of up to a $2,000 annual limit per person.

Service Anniversary Awards

All global employees receive cash awards in recognition of continuous service to the Company upon the attainment of certain milestone years of service. The amount of a service award is fixed regardless of title, role or position with the Company, but varies based on geography.

Inventor Awards Program

Under our Inventor Awards Program, our employees, including our NEOs, are eligible to earn cash incentives associated with U.S. patents, including upon filing invention disclosures, issuances of first, second and third patents associated with such invention disclosures, and in respect of an annual “innovation award” selected from patents issued in respect of invention filings in a given year. Incentives associated with the foregoing patent-related awards range from $100 to $5,000 per occurrence, depending on the particular type of award.

Retirement Plan

We currently maintain a 401(k) retirement savings plan (the “401(k) Plan”) for our U.S.-based employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) Plan on the same terms as other full-time employees in the U.S. The Internal Revenue Code of 1986, as amended (the “Code”), allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis or after-tax basis through contributions to the 401(k) Plan. During fiscal year 2026, we matched contributions made by participants in the 401(k) Plan up to five percent (5%) of the employee’s eligible compensation, up to the statutory eligible compensation limit, and these matching contributions were fully vested as of the date they were made.

Deferred Compensation Plan

We maintain an Executive Deferred Compensation Plan (the “DCP”) under which eligible employees, including our NEOs, are permitted to defer up to 90% of their base salary and/or up to 100% of any amount earned under the AIP. All deferrals are fully vested as of the date the deferral is made. During fiscal year 2026, we also made fully vested employer contributions to our NEOs’ (and other participants’) DCP accounts. The amounts of these contributions were designed to replace matching contributions to our 401(k) Plan for eligible wages paid over the applicable statutory limits and are capped at five percent (5%) of the participant’s annual eligible compensation that exceeds the statutory limit. Amounts deferred under the DCP may be notionally invested by participants in one or more of the investment choices offered in the DCP, all of which are investments offered in the 401(k) Plan and are subject to adjustment for earnings or losses resulting from these investments. DCP accounts are generally distributable upon the first to occur of a participant’s termination of employment (subject to a six-month delay if required by applicable regulations), the participant’s death or a change in control of the Company. Participants may also elect certain in-service or other fixed distribution dates and/or installment payments (including with respect to distributions following a termination of employment).

No Material Perquisites or Tax “Gross Ups”

We do not currently provide material perquisites to our NEOs, and we do not view perquisites or other personal benefits as a significant component of our executive compensation program. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of the executive’s duties, to make our executive officers more efficient and effective and for recruitment, motivation or retention purposes. All future practices with respect to perquisites or other personal benefits will be approved by the Compensation Committee.

We generally do not provide tax “gross ups” to any of our NEOs, including in the event of a change in control or otherwise, none of our NEOs received any material tax gross ups in fiscal year 2026, and none of our NEOs as of the date hereof have any tax gross ups in any of their compensatory arrangements, with the exception of programs that are offered from time to time to all similarly situated employees across our entire employee population, regardless of role.

Other Compensation

From time to time and as business needs arise, the Company may ask an employee or executive to take a temporary assignment to utilize the employee’s unique skills to assist with a strategic initiative in another country where the Company operates. During these assignments, the Company takes action, on a case-by-case basis, to ensure the assignee’s net compensation while on foreign assignment remains comparable to what the assignee would have received had the assignee remained in the home country and to compensate the assignee for additional costs and expenses related to the foreign assignment.

Compensation Policies

Prohibition on Option Re-Pricing and Backdating

We currently have no outstanding stock option awards, but if we choose to grant stock options in the future, options to purchase shares of our Common Stock will be granted with an exercise price equal to the trailing 30-calendar day average closing price of the Company’s Common Stock on Nasdaq through and including the date prior to the applicable grant date. The Allegro MicroSystems, Inc. 2020 Omnibus Incentive Compensation Plan (the “2020 Plan”) prohibits re-pricing of equity awards without shareholder approval, except in connection with certain corporate transactions involving the Company (including, without limitation, any stock dividend, distribution, stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of Company stock or other securities or similar transactions).

Timing of Equity Award Grants

Compensation Recovery

On November 6, 2023, the Compensation Committee adopted the Clawback Policy, effective as of October 2, 2023, to comply with the requirements of Section 10D of the Exchange Act, the rules promulgated thereunder by the SEC, and the Nasdaq listing standards regarding clawback provisions. The Clawback Policy provides that if the Company is required to prepare a restatement, the Company will be required to recover reasonably promptly from any current or former executive officer of the Company any amount of incentive-based compensation received during the three fiscal years preceding the date on which the Company is required to prepare an accounting restatement that exceeds the amount of incentive-based compensation that would have been paid based on the corrected financial reporting measure. For purposes of the Clawback Policy, a restatement means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements, or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

Insider Trading Compliance and Anti-Hedging and Anti-Pledging Policies

Our Board has adopted an Insider Trading and 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 and 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 is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended March 27, 2026.

The Insider Trading Compliance Policy also prohibits Covered Persons from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, or that may cause any Covered Person to no longer have the same objectives as the Company’s other shareholders. In addition, our Insider Trading Compliance Policy provides that no Covered Person may pledge Company securities as collateral to secure loans. This prohibition means, among other things, that these individuals may not hold Company securities in a “margin” account, which would allow the individual to borrow against their holdings to buy securities.

Stock Ownership Guidelines

The Company has robust stock ownership guidelines for directors and officers that require each non-employee director who receives compensation from the Company for their Board services (“Covered Directors”) and senior officers and certain other senior employees of the Company (“Covered Executives”) to own shares of our Common Stock. Our stock ownership guidelines are limited to Covered Directors because historically some non-employee directors have served as appointees of shareholders under the Stockholders Agreement and have not received any shares of Common Stock or other compensation for their service on the Board. See the “2026 Director Compensation” section of this proxy statement for additional information regarding Board compensation.

Under the guidelines, all current Covered Directors and Covered Executives, including each of our NEOs currently serving as officers, must own shares of our Common Stock with a value equal to a certain multiple of the annual cash retainer for Board members, in the case of Covered Directors, or base salary, in the case of Covered Executives. Please refer to the table below for the applicable multiple for our Covered Directors, CEO and other Covered Executives. Equity interests that count towards the satisfaction of the ownership guidelines include unvested time-based RSUs, vested shares, including shares owned outright, shares jointly owned, shares owned in retirement accounts, and shares owned in trust or other estate planning vehicles for the benefit of a Covered Director or Covered Executive’s immediate family members. Unearned performance awards and unexercised stock options, if we were to issue stock options, do not count towards the ownership guidelines. Covered Directors and Covered Executives have four years from the date they first become a member of the Board or an officer to meet the ownership levels. For purposes of these guidelines, shares are valued based upon the then-current market value, or if higher, the value on the date of acquisition. Based on an evaluation on or about the Record Date, all of our NEOs and all Covered Directors were either in compliance with our stock ownership guidelines or are expected to be in compliance within this time window.

Compensation Risk Assessment

Our Compensation Committee endeavors to ensure that our employee compensation programs and practices balance risk and reward, both on an individual and Company-wide basis. To that end, our Compensation Committee has engaged in an annual review of our incentive compensation programs, discussed the concept of risk as it relates to our compensation program, considered various mitigating factors, and reviewed these items with its independent compensation consultant, Meridian. In addition, our Compensation Committee asked Meridian to conduct an independent risk assessment of all of our variable compensation plans, including the plans that our NEOs participate in as well as the Company’s sales incentive plan and variable pay plan for the Company’s factory-based employees. Based on these reviews and discussions, the Compensation Committee does not believe our compensation programs create risks that are reasonably likely to have a material adverse effect on our business.

Tax and Accounting Considerations

Section 162(m) of the Code generally limits the amount of remuneration that the Company may deduct in any calendar year for certain executive officers to $1 million. While the Compensation Committee will continue to consider the deductibility of compensation as a factor in making compensation decisions, it retains the flexibility to provide compensation that is consistent with the Company’s goals for its executive compensation program, even if such compensation would not be fully tax-deductible.

“Golden Parachute” Payments

Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a deduction on the amounts subject to this additional tax. We do not provide any tax gross ups to cover excise taxes under Section 4999 in connection with a change in control.

Accounting for Share-Based Compensation

We follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 718 Compensation – Stock Compensation for all stock-based awards (“ASC 718”). ASC 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and full value stock awards, based on the aggregate estimated grant date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables on pages 49-51 of this proxy statement. ASC 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statement. Stock-based compensation expense related to service-based awards is recognized evenly over the period that an executive officer is required to render service in exchange for the option or other award, while 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.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis as set forth in this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be incorporated by reference in the Company’s Annual Report on Form 10-K for its fiscal year ended March 27, 2026 and included in the Company’s 2026 Proxy Statement filed in connection with the Company’s 2026 Annual Meeting of Shareholders.

June 9, 2026

Respectfully submitted by the Compensation Committee of the Board of Directors.

Mary G. Puma (Chair)

Richard R. Lury

Susan D. Lynch

Robert J. Willett

The Compensation Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and it shall not otherwise be deemed filed under such Acts.

EXECUTIVE COMPENSATION TABLES

2026 Summary Compensation Table

The following table contains information about the compensation earned by each of our NEOs during our most recently completed fiscal year ended March 27, 2026.