Form 8-K

8-K — WOLFSPEED, INC.

Accession: 0001193125-26-263792

Filed: 2026-06-09

Period: 2026-06-09

CIK: 0000895419

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d298553d8k.htm (Primary)

EX-99.1 (d298553dex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d298553d8k.htm · Sequence: 1

8-K

false 0000895419 0000895419 2026-06-09 2026-06-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 9, 2026

WOLFSPEED, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40863

56-1572719

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

4600 Silicon Drive

Durham, North Carolina

27703

(Address of principal executive offices)

(Zip Code)

(919) 407-5300

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, $0.00125 par value

WOLF

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events

On June 9, 2026, Wolfspeed, Inc. (the “Company”) disclosed certain unaudited pro forma consolidated financial information and explanatory notes (the “Pro Forma Financial Information”) for the Company and its consolidated subsidiaries. The Pro Forma Financial Information is provided for informational purposes only and gives effect to (i) the Company’s prepackaged plan of reorganization (the “Plan”), which became effective on September 29, 2025 (the “Effective Date”), as described in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2025, filed with the Securities and Exchange Commission on November 7, 2025, (ii) the Company’s adoption of fresh start accounting on the Effective Date in accordance with Accounting Standards Codification 852, “Reorganizations,” and (iii) receipt of Regulatory Approvals (as defined in the Plan), which occurred on January 29, 2026.

Item 9.01. Financial Statements and Exhibits

(b) Pro Forma Financial Information.

The following Pro Forma Financial Information, giving effect to the Plan, adoption of fresh start accounting on the Effective Date and receipt of Regulatory Approvals on January 29, 2026, is attached as Exhibit 99.1 hereto and incorporated herein by reference: unaudited pro forma consolidated statements of operations for the year ended June 29, 2025 and for the nine months ended March 29, 2026.

(d) Exhibits

Exhibit No.

Description of Exhibit

99.1

Unaudited Pro Forma Consolidated Financial Information

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WOLFSPEED, INC.

By:

/s/ Melissa Garrett

Melissa Garrett

Senior Vice President and General Counsel

Date: June 9, 2026

EX-99.1

Filename: d298553dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Basis of Presentation

The following unaudited pro forma

consolidated financial information and explanatory notes for Wolfspeed, Inc. along with its wholly owned subsidiaries (collectively, “Wolfspeed”, “the Company”, “we”, “us” and “our”) is

provided for informational purposes only and gives effect to (i) our prepackaged plan of reorganization (the “Plan”), which became effective on September 29, 2025 (the “Plan Effective Date”), (ii) our adoption of

fresh start accounting on the Plan Effective Date, in accordance with Accounting Standards Codification (“ASC”) 852, “Reorganizations” (“ASC 852”), and (iii) receipt of Regulatory Approvals, as defined below,

which occurred on January 29, 2026. The unaudited pro forma consolidated statements of operations for the nine months ended March 29, 2026 and for the year ended June 29, 2025 reflect the effects of these transactions as if the Plan

Effective Date, application of fresh start accounting, and receipt of Regulatory Approvals had occurred on July 1, 2024, the beginning of the most recently completed fiscal year. Capitalized terms used but not defined herein have the meanings

given to them in the Plan.

The unaudited pro forma consolidated balance sheet as of March 29, 2026 is not presented because the application of fresh

start accounting in connection with the Plan is fully reflected, and the effects of the receipt of Regulatory Approvals are easily understood. The receipt of Regulatory Approvals results in the issuance of the Renesas Base Consideration Shares

(defined below) and the corresponding derecognition of the Forward Equity Contract (defined below), the reclassification of the embedded conversion feature of the New Renesas 2L Convertible Notes (defined below) from liability classification to

equity classification, and the reclassification of the Renesas Warrant (defined below) from liability classification to equity classification, along with the recognition of a contingent gain for the Contingent Cash (defined below), each of which are

described in further detail below.

The Plan was confirmed by the Bankruptcy Court on September 8, 2025, and became effective on September 29,

2025. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, the consolidated financial statements after September 29, 2025 will not be comparable with the consolidated financial statements

as of or prior to that date. The unaudited pro forma consolidated statement of operations and the accompanying explanatory notes (together, the “Pro Forma Financial Statements”) have been prepared in accordance with Regulation S-X Article 11 and reflect preliminary estimates of the transaction accounting adjustments, including the accounting and the classification for the consummation of the transactions contemplated

in the Plan, the application of fresh start accounting, and the receipt of Regulatory Approvals.

The Pro Forma Financial Statements presented herein are

provided for informational and illustrative purposes only and are not necessarily indicative of the financial results that would have been achieved had the events and transactions occurred on the dates indicated, nor is such financial data

necessarily indicative of the results of operations in future periods. The Pro Forma Financial Statements should be read in conjunction with the historical Wolfspeed consolidated financial statements and notes for the year ended June 29, 2025

and the quarterly period ended March 29, 2026.

The Plan and Receipt of Regulatory Approvals

The Plan settlements constitute a good faith, full and final comprehensive compromise and settlement of substantially all claims, interests and controversies

described in the Plan based upon the unique facts and circumstances of the Chapter 11 Cases. As set forth in the Plan, “Regulatory Approvals” means (a) Committee on Foreign Investment in the United States (“CFIUS”)

approval; (b) clearance or approval under antitrust laws in (i) the United States, (ii) Austria, (iii) Germany, (iv) Japan, and (v) European Commission (as applicable); (c) clearance or approval under Italy Foreign

Investment Laws; (d) regulatory approvals from any regulatory regimes necessary to consummate the restructuring transactions (for the avoidance of doubt, in relation to the Regulatory Approvals, for Renesas to receive the New 2L Renesas

Convertible Notes (as defined below); 16,852,372 shares of New Common Stock; the Renesas Warrants (as defined below); and voting, board seat, and other governance rights in accordance with the Restructuring Support Agreement), that are identified by

Renesas and of which the Debtors are notified within thirty (30) calendar days following the effective date of the Restructuring Support Agreement; and (e) any regulatory approvals from any regulatory regimes necessary to consummate the

restructuring transactions that are not identified by Renesas and of which the Debtors are not notified within thirty (30) calendar days following the effective date of the Restructuring Support Agreement. As of January 29, 2026 all

Regulatory Approvals had been obtained.

The Pro Forma Financial Statements reflect the following transactions and treatment of claims contemplated in the

Plan, which occurred on or before the Plan Effective Date, along with the receipt of Regulatory Approvals:

•

Senior Secured Notes Claims – Senior Secured Notes claimholders received on account of their claims:

(a) $1.3 billion principal amount of New Senior Secured Notes due 2030, (b) a payment from the redemption of $277.5 million in principal amount of Existing Senior Secured Notes at a redemption price of 109.875% in addition to accrued and

unpaid

interest, totaling $308.5 million, funded through proceeds from a rights offering and cash on hand, and (c) certain commitment fees totaling $10.5 million, subject to certain

conditions. The notes are guaranteed by the Company’s subsidiaries and secured by substantially all of the Company’s and guarantors’ assets. The callable nonconvertible notes were valued under the income approach using Black Derman

Toy (BDT) lattice to capture issuer call behavior, with a fair value of $1,379.4 million.

•

Convertible Notes Claims – Convertible Notes claimholders received on account of their claims:

(a) rights to participate in the rights offering of new 2.5% Convertible Second-Lien Senior Secured Notes due 2031 (“New 2L Convertible Notes”) in the aggregate principal amount of approximately $301.1 million, which were

offered at a purchase price of 91.3242% totaling $275.0 million, and fully backstopped by certain holders of Wolfspeed’s previously existing Convertible Notes, and for which such backstop parties received a premium in the amount of

$30.3 million for a total principal value of $331.4 million, with a fair value of $500.2 million, (b) approximately $296.4 million in new 7.00%/12.00% Second Lien Senior Secured PIK Toggle Notes due 2031 (“New 2L

Takeback Notes”), with a fair value of $229.6 million, and (c) 24,533,760 shares of New Common Stock. The New 2L Convertible Notes and New 2L Takeback Notes are guaranteed by the Company’s subsidiaries and secured on a

second-priority basis by substantially all of the Company’s and guarantors’ assets. The convertible notes were valued using an industry standard binomial lattice model, which maximizes holder value and minimizes issuer obligation at each

node. Of the fair-market value of the $500.2 million of New 2L Convertible Notes, $168.8 million is considered a substantial premium and classified as equity, with the remainder being liability-classified. The Company capitalized

$8.0 million of issuance costs associated with the New 2L Convertible Notes. The callable nonconvertible notes were valued under the income approach using Black Derman Toy (BDT) lattice to capture issuer call behavior.

•

Renesas Claims – Renesas Electronics America Inc. (“Renesas”) received on account of

their claims: (a) a principal amount of approximately $203.6 million of new 2.5% Convertible Second-Lien Senior Secured Notes due 2031 (“New Renesas 2L Convertible Notes”), with a fair value of $216.3 million, (b) a

warrant to purchase up to 4,943,555 shares of New Common Stock at an exercise price of $23.95 per share (“Renesas Warrants”), which became exercisable on January 29, 2026, upon receipt of Regulatory Approvals, and (c) 16,852,372

shares of New Common Stock from the Share Reserve (“Renesas Base Consideration Shares”), as defined in the Plan (“Forward Equity Contract”), the issuance of which was subject to Regulatory Approvals.

The Forward Equity Contract was originally liability-classified and initially recorded at $371.1 million, using the implied equity value

multiplied by the common stock percentage represented by the 16,852,372 shares. Upon receipt of Regulatory Approvals, the shares that were issued to satisfy the equity contract were recognized at fair value as of the approval date to extinguish the

Forward Equity Contract. Accordingly, the Company settled the liability-classified Forward Contract of $292.1 million as of January 29, 2026 and recognized the amount as equity in connection with the receipt of Regulatory Approvals.

The New Renesas 2L Convertible Notes were valued using an industry-standard binomial lattice model that maximizes holder value and minimizes

issuer obligation at each node. The fair value was liability-classified and included an embedded conversion feature, which is remeasured to fair value each reporting period until receipt of Regulatory Approvals and was initially recorded at

$94.5 million. Upon receipt of Regulatory Approvals, the conversion feature of $87.9 million qualified for equity-classification and was reclassified to equity based on the fair value as of the approval date.

The Renesas Warrants were originally liability-classified and measured to fair value each reporting period, with an initial fair value of

$33.6 million. The warrants were valued using the Black-Scholes-Merton option pricing model. Upon receipt of Regulatory Approvals, the Renesas Warrants of $31.5 million qualified for equity-classification and were reclassified to equity

based on their fair value as of the approval date.

•

Termination of a Material Definitive Agreement – The Company terminated its existing indentures

governing the 2026 Notes, 2028 Notes, 2029 Notes, and Existing Senior Secured Notes, as well as the Customer Refundable Deposit Agreement with Renesas, in connection with the issuance of the New Senior Secured Notes, New 2L Convertible Notes, New

Renesas 2L Convertible Notes, and New 2L Takeback Notes.

•

Existing Equity Interests – All outstanding shares of Old Common Stock were cancelled, and existing

equity holders received approximately 1,306,896 shares of New Common Stock.

•

Contingent Shares – If Regulatory Approvals had not been obtained prior to the Regulatory Trigger

Deadline, as defined in the Plan, Renesas would have received an additional 871,287 shares of New Common Stock from the Share Reserve. However, if Regulatory Approvals were received by the Regulatory Trigger Deadline, existing equity holders would

receive their pro rata portion of the 871,287 shares of New Common Stock from the Share Reserve. The obligation to issue the Contingent Shares was classified as equity and initially recorded at $19.2 million, using the implied equity value

multiplied by the common stock percentage represented by the 871,287 shares. Upon the receipt of Regulatory Approvals, these amounts were recorded as shares issued to holders of Old Common Stock and increased the total shares outstanding.

•

Contingent Cash – On the Plan Effective Date, the Company transferred $15.0 million into escrow

(“Contingent Cash”), pursuant to the Contingent Cash Escrow Agreement, as defined in the Plan. If Regulatory Approvals were not obtained prior to the Regulatory Trigger Deadline, the Contingent Cash was to be distributed to Renesas.

However, as Regulatory Approvals were received by the Regulatory Trigger Deadline, the Contingent Cash was distributed (i) $10.0 million to Wolfspeed and (ii) $5.0 million to Senior Secured Note claimholders. The $10.0 million cash

was treated as a gain contingency and reflected in non-operating income, net, upon receipt of Regulatory Approvals.

The Company issued a total of approximately 43,564,315 shares of New Common Stock, inclusive of shares issued to existing holders and Renesas. Additionally,

while the Plan contemplates distribution of equity awards by the Company under a long-term incentive plan and a management incentive plan, any such awards are subject to approval by the Board of Directors, which did not occur prior to the Plan

Effective Date. The Pro Forma Financial Statements do not reflect any adjustments related to the granting of these awards.

Fresh Start Accounting

In connection with our emergence from bankruptcy and in accordance with ASC 852, we qualified for and adopted fresh start accounting on the Plan

Effective Date because (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the Successor Company, and (ii) the reorganization value of the assets immediately prior to

confirmation of the Plan was less than the post-petition liabilities and allowed claims. References to “Successor” relate to the Company’s financial position and results of operations after the Plan Effective Date. References to

“Predecessor” refer to the Company’s financial position and results of operations on or before the Plan Effective Date.

In accordance

with ASC 852, with the adoption of fresh start accounting, we allocated the reorganization value to the Company’s assets and liabilities. The reorganization value represents the fair value of the Successor Company’s assets before

considering liabilities.

As set forth in the Plan filed with the Bankruptcy Court, the enterprise value of the Wolfspeed Successor company was estimated

to be between $2,350 million and $2,850 million as of the Effective Date. Based on the estimates and assumptions discussed below, the Company estimated the enterprise value to be $2,600 million for financial reporting purposes, which

is the mid-point of the range of the enterprise value per the Plan. The enterprise value was estimated using an income approach that utilizes a discounted cash flow (DCF) model. The net cash flows were

discounted using an after-tax weighted average cost of capital, or WACC, methodology reflecting a rate of return that would be expected by a market participant. The WACC also takes into consideration a company

specific risk premium reflecting the risk associated with the financial projections used to estimate future cash flows. The present value of future expected net cash flows projected through 2034 is calculated using an estimated discount rate of

20.1%.

The enterprise value and corresponding equity value are dependent upon achieving the future financial results set forth in our projections. All

estimates, assumptions, valuations and financial projections, including the fair value adjustments, the estimated enterprise value and estimated equity value, are inherently subject to uncertainties and the resolution of contingencies beyond our

control. Accordingly, there can be no assurance that the estimates, assumptions, valuations and financial projections will be realized, and actual results could vary materially. Moreover, the value of Wolfspeed’s shares subsequent to the Plan

Effective Date may differ materially from the implied values assumed in the Pro Forma Financial Statements.

The intent of the Pro Forma Financial

Statements is to illustrate the effects of the Plan and receipt of Regulatory Approvals based on the underlying economic factors as of the Plan Effective Date. Refer to the quarterly report on Form 10-Q for

additional information.

A reconciliation of the enterprise value to the implied value of Wolfspeed’s shares of common stock and reorganization

value is set forth below (U.S. dollars in millions):

Enterprise Value

2,600.0

Plus: Cash and cash equivalents (includes restricted cash) and short-term investments

835.4

Less: Fair value of debt issued upon emergence, including issuance costs, excluding

equity-classified substantial premium

(2,151.3

)

Less: Equity-classified substantial premium associated with New 2L

Non-Renesas Convertible Notes

(168.8

)

Less: Fair value of the Renesas warrants

(33.6

)

Less: Cash from MACOM shares sale captured in enterprise value

(60.8

)

Less: Deposit liabilities included in cash

(25.2

)

Less: Debt issuance costs

(8.0

)

Less: Restricted cash

(28.3

)

Implied value of Wolfspeed, Inc.’s Common Stock (including reserved but unissued

shares)

959.4

Less: Implied value of the Renesas Base Consideration Shares classified as a liability

(371.1

)

Less: Implied value of the obligation to issue Contingent Shares classified as equity

(19.2

)

Implied value of Wolfspeed, Inc.’s Common Stock Outstanding as of the Effective

Date

569.1

Plus: Equity-classified substantial premium associated with New 2L

Non-Renesas Convertible Notes

168.8

Plus: Implied value of the obligation to issue Contingent Shares classified as equity

19.2

Total stockholders’ equity as of the Effective Date

757.1

Enterprise Value

2,600.0

Plus: Cash and cash equivalents (includes restricted cash) and short-term investments

835.4

Plus: Current liabilities excluding debt

340.4

Plus: Long-term liabilities excluding debt

184.6

Less: Cash from MACOM Shares sale captured in enterprise value

(60.8

)

Less: Deposit liabilities included in cash

(25.2

)

Less: Debt issuance costs

(8.0

)

Less: Restricted cash

(28.3

)

Reorganization Value

3,838.1

Our estimate of the fair value of our identified tangible and intangible assets utilizing a combination of the income, market

and cost approaches, as described further below.

The income approach was the primary method utilized to estimate our intangible asset values. The

intangible asset valuations utilize the forecasts that were relied upon to estimate the enterprise value. Where applicable, the forecasts were allocated to the Power Devices and Materials product lines to separately value intangible assets specific

to each. For certain assets (off-market leases) and liabilities (above-market contracts), the forecasts utilized were based on those cash-flows specific to the asset / liability valued. The valuation of the

intangible assets included the use of various methods of the income approach including the relief-from-royalty method, multi-period excess earnings method, and cash differential method.

Our inventory, personal property, real property, and construction in progress were valued using a combination of the market and cost approaches. The market,

or sales comparison in reference to real property, approach measures value based on what other purchasers in the market have paid for assets that can be considered reasonably similar to those being valued. When the market approach is used, data is

collected on the prices paid for reasonably similar assets and adjustments are made to the prices paid to compensate for differences between those assets and the asset being valued. The application of the market approach results in an estimate of

the price reasonably expected to be realized from the sale of the asset or business interest. Adjustments to reflect differences between the asset being valued and the comparable assets include but are not limited to condition, performance, expected

economic benefits, time and terms of sale, utility and physical characteristics.

The cost approach is based on the premise that a prudent investor would

pay no more for an asset than its replacement or reproduction cost. The cost to replace the asset would include the cost of constructing a similar asset of equivalent utility at prices applicable at the time of the valuation analysis. This estimate

may then be adjusted by losses in value attributable to obsolescence (physical, functional or economic). In valuing tangible assets, the value of an asset is estimated by reference to the reproduction or replacement cost new of modern equivalent

assets, optimized for over-design, overcapacity and redundant assets, and adjusted to reflect losses in value attributable to physical, functional, and economic obsolescence.

WOLFSPEED, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(U.S. dollars in millions, except share data)

For the nine months ended March 29, 2026

Predecessor

Successor

Transaction Accounting Adjustments

Period from

June 30, 2025

to September

29, 2025

Period from

September 30,

2025 to March

29, 2026

Reorganization

and Regulatory

Approvals

Adjustments

Fresh-start

Adjustments

Successor and

Predecessor Pro

Forma

Combined

Revenue, net

196.8

318.7

—

515.5

Cost of revenue, net

273.9

437.0

—

(35.8

) (6)

675.1

Gross (loss) profit

(77.1

)

(118.3

)

—

35.8

(159.6

)

Operating expenses:

—

Research and development

31.7

52.1

—

(4.6

) (6)

79.2

Sales, general and administrative

37.9

66.4

—

(0.3

) (6)

104.0

Factory start-up costs

—

Gain on disposal of property and equipment

(5.7

)

(2.9

)

—

(8.6

)

Goodwill impairment

—

Restructuring and other expenses

20.4

38.8

—

4.0

(6)

63.2

Total operating expense

84.3

154.4

—

(0.9

)

237.8

Operating loss

(161.4

)

(272.7

)

36.7

(397.4

)

Reorganization items, net

(563.4

)

—

563.4

(1)

—

Interest expense, net of capitalized interest

0.7

110.1

59.3

(2)

—

170.1

Non-operating income, net

(22.4

)

(113.2

)

97.8

(3)

—

(37.8

)

Income (loss) before income taxes

423.7

(269.6

)

(720.5

)

36.7

(529.7

)

Income tax expense (benefit)

3.5

0.9

(2.5

) (4)

(1.0

) (4)

0.9

Net income (loss)

420.2

270.5

)

(718.0

)

37.7

530.6

)

Basic earnings (loss) per share

Net income (loss)

2.69

8.27

)

12.00

) (8)

Diluted earnings (loss) per share

Net income (loss)

2.22

8.27

)

12.00

) (8)

Weighted average shares - basic and diluted (in thousands)

Basic

156,185

32,706

44,221

Diluted

189,052

32,706

44,221

WOLFSPEED, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(U.S. dollars in millions, except share data)

For the year ended June 29, 2025

Transaction Accounting Adjustments

Predecessor

Historical

Reorganization

and Regulatory

Approvals

Adjustments

Fresh-start

Adjustments

Successor Pro

Forma

Revenue, net

757.6

—

757.6

Cost of revenue, net

879.2

—

(19.9

) (6), (7)

859.3

Gross (loss) profit

(121.6

)

—

19.9

(101.7

)

Operating expenses:

Research and development

175.1

—

(19.5

) (6)

155.6

Sales, general and administrative

190.5

—

(0.9

) (6)

189.6

Factory start-up costs

85.2

—

(85.2

) (7)

—

Gain on disposal of property and equipment

(20.0

)

—

(20.0

)

Goodwill impairment

359.2

—

359.2

Restructuring and other expenses

417.6

—

2.5

(6)

420.1

Total operating expense

1,207.6

—

(103.1

)

1,104.5

Operating loss

(1,329.2

)

123.0

(1,206.2

)

Reorganization items, net

—

Interest expense, net of capitalized interest

315.2

(262.8

) (2)

—

52.4

Non-operating income, net

(25.5

)

(10.0

) (5)

—

(35.5

)

Loss before income taxes

(1,618.9

)

272.8

123.0

(1,223.1

)

Income tax (benefit) expense

(9.7

)

—

(9.7

)

Net loss

1,609.2

)

272.8

123.0

(1,213.4

)

Basic loss per share

Net loss

11.39

)

27.85

) (8)

Diluted loss per share

Net loss

11.39

)

27.85

) (8)

Weighted average shares - basic and diluted (in thousands)

Basic

141,320

43,564

Diluted

141,320

43,564

Transaction Accounting Adjustments

Unless otherwise indicated, U.S. dollar amounts are stated in millions.

Transaction Accounting Adjustments to the Pro Forma Unaudited Consolidated Statements of Operations

The adjustments included in the Unaudited Pro Forma Consolidated Statements of Operations reflect the effects of the transaction accounting adjustments,

including the transactions contemplated by the Plan, as well as fair value and other required adjustments resulting from the adoption of fresh start accounting, as though Regulatory Approvals had been received on July 1, 2024.

(1)

Reflects the elimination of reorganization items that were directly attributable to the Chapter 11

reorganization for the nine months ended March 29, 2026. The Company also incurred restructuring charges during the nine months ended March 29, 2026 and for the year ended June 29, 2025, in connection with the 2025 Restructuring Plan

consisting of a headcount reduction and facility closure and consolidation plan intended to optimize its cost structure. In addition, pre-petition bankruptcy-related charges of $55.8 million were incurred

for the year ended June 29, 2025, which are not applicable to the Successor and are not expected to recur.

(2)

Reflects the adjustment to interest expense related to the issuance of New Senior Secured Notes, New 2L

Takeback Notes, New 2L Convertible Notes, and New Renesas 2L Convertible Notes. The pro forma adjustments to interest expense were calculated as follows:

For the nine months ended

March 29, 2026

For the year ended

June 29, 2025

Interest expense on New Senior Secured Notes

46.0

168.0

Interest expense on New 2L Takeback Notes

7.5

29.1

Interest expense on New 2L Convertible Notes

2.4

9.5

Interest expense on New Renesas 2L Convertible Notes

4.1

15.5

Capitalized interest(a)

—

(169.8

)

Reversal of historical interest expense and capitalized interest

(0.7

)

(315.1

)

Net pro forma change in interest expense

59.3

262.8

)

(a)

Reflects the adjustment to capitalized interest based on pro forma outstanding debt and pro forma interest

expense for the period.

(3)

Reflects the pro forma adjustments to non-operating income related to

the mark-to-market fair value impact on the Forward Equity Contract, embedded conversion feature for the New Renesas 2L Convertible Notes, and the Renesas Warrants, and

the contingent cash received after CFIUS approval. These amounts are eliminated as these liability-classified instruments were reclassified to, or exchanged for, equity-classified instruments following the receipt of Regulatory Approvals and

therefore are no longer marked to market through the income statement and the gain on contingent cash is reversed as the impact is accounted for in the year ended June 29, 2025 financial statements.

(4)

Reflects the pro forma adjustment to income tax expense (benefit) related to the change in deferred tax

liability and cancellation of tax-related accumulated other comprehensive loss as a result of implementation of the Plan and the adoption of fresh start accounting.

(5)

Reflects the pro forma adjustment to non-operating income related to

the $10.0 million of Contingent Cash which was remitted back to the Company upon receipt of Regulatory Approvals and was treated as a non-recurring contingency gain.

(6)

Reflects the pro forma adjustments to cost of revenue, research and development, sales, general and

administrative and restructuring and other expenses as follows:

For the nine months ended March 29, 2026

Cost of

Revenue

Research and

Development

Sales, general and

administrative

Restructuring and

other expenses

Change in depreciation expense(a)

44.0

)

4.6

)

0.3

)

—

Change in amortization expense(b)

10.4

—

4.0

Amortization of off-market component(c)

(0.4

)

—

Inventory expense(d)

(1.8

)

—

Net pro forma adjustment

35.8

)

4.6

)

0.3

)

4.0

For the year ended June 29, 2025

Cost of

Revenue

Research &

Development

Sales, general and

administrative

Restructuring and

other expenses

Change in depreciation expense(a)

157.1

)

19.5

)

0.9

)

(13.4

)

Change in amortization expense(b)

41.7

—

15.9

Amortization of off-market component(c)

(2.1

)

—

Inventory expense(d)

12.4

—

Net pro forma adjustment

105.1

)

19.5

)

0.9

)

2.5

(a)

The adjustment reflects the decrease in fair value and estimated useful lives of property and equipment, net,

with depreciation recognized on a straight-line basis over their estimated useful lives.

(b)

The adjustment reflects the increase in fair value and estimated useful lives of identified intangible assets

subject to amortization, with amortization recognized on a straight-line basis over their estimated useful lives.

(c)

The adjustment reflects the amortization expense for all unfavorable contractual lease terms when compared to

market, with amortization recognized on a straight-line basis over the remaining lease term.

(d)

The adjustment reflects the portion of the fair value change to inventory which would be expensed during the

nine months ended March 29, 2026 and the year ended June 29, 2025, respectively.

(7)

Reflects changes to the classification of factory start-up costs of

$85.2 million for the year ended June 29, 2025 had the accounting policy been adopted upon the Plan Effective Date and effected as of July 1, 2024. Historically, factory start-up costs have been

reported within operating expenses. Upon emergence from bankruptcy, the Company made an accounting policy election to classify factory start-up costs within cost of revenue. This policy change has no impact on

operating loss.

(8)

Reflects the pro forma net loss per share calculated using the weighted average Wolfspeed, Inc. shares of

common stock outstanding, assuming the impacts of the Plan were effective and Regulatory Approvals were received on July 1, 2024.

(in thousands)

For the nine months

ended March 29, 2026

For the year ended

June 29, 2025

Historical weighted average shares outstanding

32,706

141,320

Less: Cancellation of Predecessor Wolfspeed, Inc.’s ordinary shares

—

(141,320

)

Add: Issuance of Successor Wolfspeed, Inc.’s common stock

—

25,841

Add: Issuance of Renesas Base Consideration Shares upon receipt of Regulatory Approvals

—

16,852

Add: Issuance of Contingent Shares upon receipt of Regulatory Approvals

—

871

Add: Weighted average impact from shares issued and outstanding during the period

11,515

—

Weighted average common stock outstanding

44,221

43,564

The following table represents the calculation of pro forma net loss per share:

(in millions, except share data in thousands and per share data in actuals)

For the nine months

ended March 29, 2026

For the year ended

June 29, 2025

Net loss (A)

530.6

)

1,213.4

)

Weighted average Wolfspeed, Inc.’s common stock outstanding (B)

44,221

43,564

Net loss per share, basic and diluted (A/B)

12.00

)

27.85

)

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per

share as the effect would have been antidilutive:

(in thousands)

For the nine months

ended March 29, 2026

For the year ended

June 29, 2025

Renesas Warrants

4,944

New 2L Convertible Notes

25,580

27,090

New Renesas 2L Convertible Notes

11,096

1.5L Convertible Notes

18,822

—

Total

60,442

43,130

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Document and Entity Information

Jun. 09, 2026

Cover [Abstract]

Amendment Flag

false

Entity Central Index Key

0000895419

Document Type

8-K

Document Period End Date

Jun. 09, 2026

Entity Registrant Name

WOLFSPEED, INC.

Entity Incorporation State Country Code

Entity File Number

001-40863

Entity Tax Identification Number

56-1572719

Entity Address, Address Line One

4600 Silicon Drive

Entity Address, City or Town

Durham

Entity Address, State or Province

Entity Address, Postal Zip Code

27703

City Area Code

(919)

Local Phone Number

407-5300

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Security 12b Title

Common Stock, $0.00125 par value

Trading Symbol

WOLF

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration