WOLF 10-K & 10-Q changes, risk factors and insider trading
Wolfspeed, Inc. · NYSE · Semiconductors & Related Devices · CIK 895419 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “As a result of the Chapter 11 Cases, our historical financial information will not be indicative of our future performance, and we may not realize all of the intended benefits of the Chapter 11 Cases.”
New heading “Certain former convertible noteholders and Renesas may significantly influence matters submitted to stockholders.”
New heading “We may issue additional shares of common stock in connection with the exercise of the warrant issued to Renesas, or the conversion of the outstanding New 2L Renesas Convertible Notes, New 2L Non-Renesas Convertible Notes or 1.5L Convertible Notes, which would result in significant dilution to stockholders.”
New heading “Impaired stakeholder confidence and weakened relationships following Chapter 11 emergence may adversely affect our business.”
New heading “Risks Related to Our Markets and Product Demand”
New heading “Our dependence on a concentrated customer base creates revenue vulnerability.”
New heading “Competition from established semiconductor companies and state-supported international players threatens our market position.”
New heading “Our growth depends on the adoption of our products, which is impacted by trends in the global silicon carbide market and customer behavior in response to those trends.”
New heading “Our ability to develop and introduce new products that are adopted by customers, in new and established markets, will impact our ability to successfully grow our business.”
New heading “Cyclical market patterns and potential downturns in our end markets could impact demand, which could cause volatility in our revenue and profitability.”
New heading “Distributors may not expand their customer base or effectively anticipate demand.”
New heading “Global macroeconomic conditions could adversely impact our strategic direction.”
New heading “Tariffs or other trade restrictions or taxes have had in the past, and could have in the future, an adverse impact on our business, results of operations and financial condition.”
New heading “Delays in product roadmap execution or misallocated research and development investments could impair competitiveness.”
New heading “Manufacturing yield issues or failure to meet evolving quality standards could increase costs and damage customer relationships.”
New heading “Our ability to achieve manufacturing cost targets and production yield goals is critical to profitability.”
New heading “Our ability to balance customer demand with manufacturing capacity affects our financial performance.”
New heading “Operational challenges in improving utilization at our key manufacturing facilities may impact margins and results of operations.”
New heading “Failure to comply with applicable environmental laws and regulations could harm our business and results of operations.”
New heading “Risks Related to Our Overall Business and Operations”
New heading “Our ability to attract and retain qualified personnel in a competitive market is critical to our success.”
New heading “Cybersecurity threats, data breaches, and inadequate data protection controls could harm our business.”
New heading “Our ability to protect our intellectual property rights is subject to limitations.”
New heading “Delays in consolidating enterprise resource planning ("ERP") systems may hinder operational efficiency.”
New heading “Risks relating to the use or application of emerging technologies, including AI, could result in competitive and other harm.”
New heading “Litigation could adversely affect our operating results and financial conditions.”
New heading “Changes in regulatory and tax positions may affect our financial condition and results of operations.”
New heading “Our exclusive forum provisions could limit our stockholders' ability to obtain a favorable judicial forum for disputes.”
New heading “Disruptions from extreme weather events and natural disasters could impair our operations.”
New heading “The impact of pandemic outbreaks on our operations and supply chain could disrupt our business.”
New heading “Changes in governmental policies and incentives could harm our business.”
New heading “Supply chain disruptions due to our global supply dependencies could harm our results.”
New heading “Reliance on local utilities and infrastructure at our manufacturing facilities creates operational vulnerabilities.”
Removed heading “Risks related to our Chapter 11 Cases”
Removed heading “We are subject to risks and uncertainties associated with our Chapter 11 Cases.”
Removed heading “We may not be able to obtain confirmation of the Plan as outlined in the Restructuring Support Agreement.”
Removed heading “If the Restructuring Support Agreement is terminated, our ability to confirm and consummate the Plan could be materially and adversely affected.”
Removed heading “The Restructuring Support Agreement is subject to significant conditions and milestones that may be difficult for us to satisfy.”
Removed heading “Trading in our securities during the pendency of our Chapter 11 Cases is highly speculative and poses substantial risks. If the Plan becomes effective, the ownership interests of holders of our existing common stock will be substantially diluted.”
Removed heading “Following the effectiveness of the Plan, certain Consenting Convertible Noteholders and Renesas, if they choose to act together, will have the ability to significantly influence all matters submitted to shareholders of the reorganized company for approval.”
Removed heading “Our business could suffer from a long and protracted restructuring.”
Removed heading “As a result of the Chapter 11 Cases, our historical financial information will not be indicative of our future performance.”
Removed heading “We are subject to claims that will not be discharged in the Chapter 11 Cases, which could have a material adverse effect on our financial condition and results of operations.”
Removed heading “The Chapter 11 Cases will consume a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations, and we may experience increased levels of employee attrition.”
Removed heading “Upon our emergence from bankruptcy, if at all, the composition of our board of directors is expected to change.”
Removed heading “The Chapter 11 Cases raise substantial doubt regarding our ability to continue as a going concern.”
Removed heading “Our planned Reincorporation from the State of North Carolina to the State of Delaware could have significant legal, tax, and governance implications for us and our stockholders, could expose us to additional risks and uncertainties and we may not realize the expected benefits of the Reincorporation.”
Removed heading “We cannot assure you that we will be able to achieve our goals after the Plan is consummated and we emerge from the protection of the Bankruptcy Court.”
Removed heading “We will be required to reduce certain of our tax attributes due to the exclusion of COD income from gross income upon emergence from Chapter 11.”
Removed heading “Risks related to our global operations, including global macroeconomic and market risks”
Removed heading “Our business may be adversely affected by the state of the global economy, uncertainties in global financial markets, our ability or our customers' or suppliers' ability to access funding, and the impact of trade tariffs and trade restrictions on the supply chains and global demand for our products or our customers' or suppliers' products.”
Removed heading “We are subject to risks related to international sales and purchases.”
Removed heading “Our operations in foreign countries expose us to certain risks inherent in doing business internationally, which may adversely affect our business, results of operations or financial condition.”
Removed heading “Risks related to sales, product development and manufacturing”
Removed heading “We face significant challenges managing our growth strategy.”
Removed heading “Our results of operations, financial condition and business could be harmed if we are unable to balance customer demand and capacity.”
Removed heading “Variations in our production could impact our ability to reduce costs and could cause our margins to decline and our operating results to suffer.”
Removed heading “Our operating results are substantially dependent on the acceptance of new products.”
Removed heading “We face risks relating to our suppliers, including that we rely on a number of key sole source and limited source suppliers, are subject to high price volatility on certain commodity inputs, including as a result of tariffs, variations in parts quality, and raw material consistency and availability, and rely on independent shipping companies for delivery of our products.”
Removed heading “We operate in industries that are subject to significant fluctuation in supply and demand and ultimately pricing, which affects our revenue and profitability.”
Removed heading “If we are unable to effectively develop, manage and expand our sales channels for our products, our operating results may suffer.”
Removed heading “We depend on a limited number of customers, including distributors, for a substantial portion of our revenue, and the loss of, or a significant reduction in purchases by, one or more of these customers could adversely affect our operating results.”
Removed heading “The markets in which we operate are highly competitive and have evolving technical requirements.”
Removed heading “Our revenue is highly dependent on our customers’ ability to produce, market and sell more integrated products.”
Removed heading “Our results may be negatively impacted if customers do not maintain their favorable perception of our brands and products.”
Removed heading “If our products fail to perform or fail to meet customer requirements or expectations, we could incur significant additional costs, including costs associated with the recall of those items.”
Removed heading “As a result of our continued expansion into new markets, we may compete with existing customers who may reduce their orders.”
Removed heading “Risks associated with our strategic transactions”
Removed heading “If we fail to evaluate and execute strategic opportunities successfully, our business may suffer.”
Removed heading “We are subject to a number of risks associated with our restructuring plan, and these risks could impact our operations, financial condition and ability to realize expected cost savings.”
Removed heading “We are subject to risks associated with the sale of our former Lighting Products, LED Products and RF business units, and these risks could adversely impact our financial condition.”
Removed heading “We may be unable to comply with the restrictions imposed by the Cash Collateral Order.”
Removed heading “Risks associated with cybersecurity, intellectual property and litigation”
Removed heading “We may be subject to confidential information theft or misuse, which could harm our business and results of operations.”
Removed heading “There are limitations on our ability to protect our intellectual property.”
Removed heading “Litigation could adversely affect our operating results and financial condition.”
Removed heading “Our business may be impaired by claims that we, or our customers, infringe the intellectual property rights of others.”
Removed heading “Risks related to legal, regulatory, accounting, tax and compliance matters”
Removed heading “We and certain of our former executive officers have been named as defendants in securities class action lawsuits. This lawsuit may require significant time and attention from our management and may result in significant legal expenses, which could materially adversely affect our results and financial condition.”
Removed heading “The adoption of or changes in government and/or industry policies, standards or regulations relating to the efficiency, performance, vehicle range or other aspects of our products and the products in which they are utilized could impact the demand for our products.”
Removed heading “Changes in our effective tax rate or the ability to obtain future tax credits may affect our results and financial condition.”
Removed heading “We may be limited in our ability to utilize, or may not be able to utilize, NOL carryforwards to reduce our future tax liability.”
Removed heading “Failure to comply with applicable environmental laws and regulations worldwide could harm our business and results of operations.”
Removed heading “Our results could vary as a result of the methods, estimates and judgments that we use in applying our accounting policies, including changes in the accounting standards to be applied.”
Removed heading “Catastrophic events and disaster recovery may disrupt business continuity.”
Removed heading “In order to compete, we must attract, motivate and retain key employees, and our failure to do so could harm our results of operations.”
Removed heading “We are exposed to fluctuations in the market value of our investment portfolio and in interest rates, and therefore, impairment of our investments or lower investment income could harm our earnings.”
Removed heading “We may be subject to volatility and uncertainty in customer demand, supply chains, worldwide economies and financial markets resulting from the outbreak of infectious disease or similar public health threat.”
Removed heading “Risks relating to the adoption, use or application of emerging technologies, including AI, by our customers and in our business, may impact financial results and could result in reputational and financial harm and liability.”
Removed heading “Our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, the state courts of North Carolina will be the sole and exclusive forum for substantially all disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees or agents.”
Largest changes
“In April 2025, the Trump administration announced a baseline tariff of 10% on products from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits. The Trump administration has announced or imposed additional tariffs on Chinese imports, potentially subject to certain exceptions, prompting announcements of retaliatory tariffs by China on goods from the United States. …”see in full comparison
“As a result of the Chapter 11 Cases, our operations and ability to develop and execute our business plan are subject to significant risks and uncertainties. Our ability to continue as a going concern is contingent upon, among other things, our ability to, subject to the approval of the Bankruptcy Court, implement a comprehensive restructuring, successfully emerge from the Chapter 11 Cases, and maintain sufficient liquidity following the restructuring to meet our obligations and operating needs. …”see in full comparison
“Trading prices for our common stock may bear little or no relationship to the actual recovery by holders of the common stock in the Chapter 11 Cases. Additionally, among the customary first-day motions that we filed, the Bankruptcy Court granted our motion for an order establishing certain procedures with respect to trades and transfers of our common stock, including options to acquire beneficial ownership of our common stock. …”see in full comparison
“Our operations and performance depend significantly on worldwide economic and geopolitical conditions. Uncertainty about global economic conditions could result in customers postponing purchases of our products and services in response to tighter credit, unemployment, negative financial news, higher interest rates and/or declines in income or asset values and other macroeconomic factors, which could have a material negative effect on demand for our products and services and, accordingly, on our business, results of operations or financial condition. …”see in full comparison
“The filing of the Chapter 11 Cases constituted events of default that accelerated our obligations under the Indentures. As a result, the principal and interest due under our outstanding Senior Secured Notes, Convertible Notes, and CRD Agreement became immediately due and payable. However, any efforts to enforce such payment obligations are automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code. …”see in full comparison
“The indenture governing the New Senior Secured Notes (the "New Senior Secured Notes Indenture") includes a liquidity maintenance financial covenant requiring us to have an aggregate amount of unrestricted cash and cash equivalents maintained in accounts over which the collateral agent for the New Senior Secured Notes has been granted a perfected first lien security interest of at least $350 million as of the last day of any calendar month. …”see in full comparison
Full comparison: every changed paragraph (446)
–Risks related to ourthe Chapter 11 Cases
•We are subject to risks and uncertainties associated with our Chapter 11 Cases.
•We may not be able to obtain confirmation of the Plan as outlined in the Restructuring Support Agreement.
•If the Restructuring Support Agreement is terminated, our ability to confirm and consummate the Plan could be materially and adversely affected.
•The Restructuring Support Agreement is subject to significant conditions and milestones that may be difficult for us to satisfy.
•Trading in our securities during the pendency of our Chapter 11 Cases is highly speculative and poses substantial risks. If the Plan becomes effective, the ownership interest of holders of our existing common stock will be substantially diluted.
•Following the effectiveness of the Plan, certain Consenting Convertible Noteholders and Renesas, if they choose to act together, will have the ability to significantly influence all matters submitted to shareholders of the reorganized company for approval.
•Our business could suffer from a long and protracted restructuring.
•As a result of the Chapter 11 Cases, our historicalHistorical financial information will not be indicative of our future performance.
•Impact of outstanding debt obligations.
•Influence of certain former holders of the Convertible Notes and Renesas.
•Reduced tax attributes due to cancellation of indebtedness.
•Impaired stakeholder confidence following emergence from the Chapter 11 Cases.
•The Chapter 11 Cases raise substantial doubt regarding our ability to continue as a going concern.
•Our planned Reincorporation from the State of North Carolina to the State of Delaware could have significant legal, tax and governance implications for us and our stockholders, could expose us to additional risks and uncertainties and we may not realize the expected benefits of the Reincorporation.
•We will be required to reduce certain of our tax attributes due to the exclusion of cancellation of indebtedness ("COD") income from gross income upon emergence from the Chapter 11 Cases.
–Risks related to our global operations, including global macroeconomic and market risks
•Our business may be adversely affected by the state of the global economy, uncertainties in global financial markets, our ability or our customers' or suppliers' ability to access funding, and the impact of trade tariffs and trade restrictions on the supply chains and global demand for our products or our customers' or suppliers' products.
•We are subject to risks related to international sales and purchases.
–Risks related to sales,our markets and product development and manufacturingdemand
•Our dependence on a concentrated group of customers for significant revenue.
•Competition from established semiconductor companies and state-supported international players.
•Global silicon carbide market growth not developing as rapidly as anticipated.
•Our ability to introduce new products to new and established markets.
•Cyclical market patterns and potential downturns in our end markets.
•Distributors may not expand their customer base or anticipate demand.
•Global macroeconomic conditions could adversely impact our strategic direction.
•We face significant challenges managing our growth strategy.
•Our results of operations, financial condition and business could be harmed if we are unable to balance customer demand and capacity.
•Variations in our production could impact our ability to reduce costs and could cause our margins to decline and our operating results to suffer.
–Risks associated with our strategic transactions
•If we fail to evaluate and execute strategic opportunities successfully, our business may suffer.
•We are subject to a number of risks associated with our restructuring plan, and these risks could impact our operations, financial condition and ability to realize expected cost savings.
•We are subject to a number of risks associated with the sale of our former Lighting Products, LED Products and RF business units, and these risks could adversely impact our operations, financial condition and business.
–Risks associated with our capital structure
•WeTariffs haveor outstandingother debttrade whichrestrictions could materiallyadversely restrictimpact our business and adversely affect our financial condition, liquidity and results of operations.
•Delays in product roadmap execution or misallocated research and development investments.
–Risks associated with cybersecurity, intellectual property and litigation
•We may be subject to confidential information theft or misuse, which could harm our business and results of operations.
•There are limitations on our ability to protect our intellectual property.
–Risks related to legal, regulatory, accounting, taxmanufacturing and complianceoperational mattersexecution
•Manufacturing yield issues or failure to meet evolving quality standards.
•Our ability to achieve manufacturing cost targets and production yield goals.
•Our ability to balance customer demand with manufacturing capacity.
•Operational challenges in improving utilization at our manufacturing facilities.
•Environmental laws and regulations impacting manufacturing.
–Risks related to our overall business and operations
•Our ability to attract and retain qualified personnel in a competitive market.
•Cybersecurity threats, data breaches, and inadequate data protection controls.
•Our ability to protect our intellectual property rights.
•Delays in consolidating ERP systems that may hinder operational efficiency.
•The use or application of emerging technologies, including AI.
•Existing and potential future litigation.
•Changes in regulatory or accounting and tax positions.
•We and certain of our former executive officers have been named as defendants in securities class action lawsuits. These lawsuits may require significant time and attention from our management and may result in significant legal expenses, which could materially adversely affect our results and financial condition.
•We may be required to recognize a significant charge to earnings if our assets become impaired.
•The adoption of or changes in government and/or industry policies, standards or regulations relating to the efficiency, performance, vehicle range or other aspects of our products and the products in which they are utilized could impact the demand for our products.
•We may be limited in our ability to utilize, or may not be able to utilize, U.S. federal and state net operating loss ("NOL") carryforwards to reduce our future tax liability.
•Our reincorporation from North Carolina to Delaware.
•Our stock price has experienced and may continue to experience volatility.
Management's Discussion & Analysis (MD&A)
New heading “Prepackaged Chapter 11 Cases”
New heading “Basis of Presentation”
New heading “Fiscal Quarters and Fiscal Years”
New heading “Period from September 30, 2025 to June 28, 2026 ("Successor") and from June 30, 2025 to September 29, 2025 ("Predecessor") Compared to Twelve Months Ended June 29, 2025 (Predecessor)”
Removed heading “Restructuring Support Agreement”
Removed heading “Backstop Commitment Agreement”
Removed heading “Senior Secured Notes Amendment”
Removed heading “Voluntary Petition”
Removed heading “Fiscal 2025 Overview”
Removed heading “Strengthening Our Balance Sheet”
Removed heading “Improving Financial Performance”
Removed heading “Deploying Cost-Efficient Capital”
Removed heading “Chapter 11 Cases and 2025 Restructuring Plan”
Removed heading “Expected Liquidity after Chapter 11 Cases”
Removed heading “Liquidity Prior to and During Chapter 11 Cases”
Removed heading “Capital Expenditures”
Largest changes
“As a result of our financial condition and the risks and uncertainties surrounding the Chapter 11 Cases, substantial doubt exists that we will be able to continue as a going concern for one year from the date of this Annual Report. The consolidated financial statements in Part II, Item 8 of this Annual Report were prepared on a going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. …”see in full comparison
“The following sections discuss material changes in our financial condition from the end of fiscal 2025, including the effects of changes in our consolidated balance sheets, and the effects of the Chapter 11 Cases on our liquidity and capital resources. …”see in full comparison
“Our ability to continue as a going concern is contingent upon our ability to receive approval of the Plan from the Bankruptcy Court, successfully implement the Plan, and successfully emerge from Chapter 11 and generate sufficient liquidity to meet our obligations and operating needs, among other factors. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern or as a consequence of the Chapter 11 Cases. …”see in full comparison
“The filing of the Chapter 11 Cases constituted events of default that accelerated our obligations under the Indentures. As a result, the principal and interest due under our outstanding Senior Secured Notes, Convertible Notes, and CRD Agreement became immediately due and payable. However, any efforts to enforce such payment obligations are automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code. …”see in full comparison
“We may initiate goodwill impairment testing by considering qualitative factors to determine whether it is more likely than not that a reporting unit’s carrying value is greater than its fair value. …”see in full comparison
“We expect that our current operating forecast over the next 12 months will allow us to maintain operations and meet our obligations to customers, vendors and employees in the ordinary course of business. …”see in full comparison
Full comparison: every changed paragraph (199)
Prepackaged Chapter 11 Cases
On June 30, 2025 (the “Petition Date”), Wolfspeed, Inc. (the "Company," "we," "us," or "our") and its wholly owned subsidiary, Wolfspeed Texas LLC (together with the Company, the “Debtors”), voluntarily filed petitions (the "Chapter 11 Cases") for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) to implement a prepackaged Chapter 11 plan of reorganization (the "Plan"). The Chapter 11 Cases were administered jointly under the caption In re Wolfspeed, Inc., et al, case number 25-90163 (CML).
The Chapter 11 filings, including the Plan and the Disclosure Statement filed on June 30, 2025, were intended to facilitate a comprehensive balance sheet restructuring pursuant to the Restructuring Support Agreement.
On September 8, 2025, the Court entered the Order (i) Approving the Disclosure Statement, (ii) Confirming Joint Prepackaged Chapter 11 Plan of Reorganization of Wolfspeed, Inc. and Its Debtor Affiliate, and (iii) Approving Entry into the Backstop Agreement (Docket No. 285) (the “Confirmation Order”), which, among other things, confirmed the Plan.
On the Effective Date, the Company emerged from the Chapter 11 Cases upon all the conditions to the effectiveness of the Plan being satisfied or waived and the Plan becoming effective. Refer to Note 2, "Basis of Presentation and Summary of Significant Accounting Policies" and Note 3, “Emergence from Voluntary Reorganization under Chapter 11,” to our consolidated financial statements in Part II, Item 8 of this Annual Report for additional information.
Upon the Company’s emergence from the Chapter 11 Cases, the Company adopted fresh start accounting, which resulted in a new basis of accounting and the Company becoming a new entity for financial reporting purposes. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, the Company's consolidated financial statements after the Effective Date are not comparable with the consolidated financial statements on or before that date. Refer to Note 4, “Fresh Start Accounting,” to our consolidated financial statements in Part II, Item 8 of this Annual Report for additional information.
References to “Successor” relate to the financial position and results of operations of the Company after the Effective Date. References to “Predecessor” refer to the financial position and results of operations of the Company on or before the Effective Date.
Restructuring Support Agreement
On June 22, 2025, the Debtors entered into the Restructuring Support Agreement with (i) the Consenting Senior Secured Noteholders; (ii) the Consenting Convertible Noteholders; and (iii) Renesas.
We intend to substantially de-lever our capital structure on the terms set forth in the Restructuring Support Agreement through the Plan filed by the Debtors in the Chapter 11 Cases. The specific terms underlying the Restructuring Support Agreement are further detailed in the Plan.
The following is a summary of the material terms of the transactions contemplated by the Restructuring Support Agreement and the Plan:
•Senior Secured Notes. Holders of Senior Secured Notes are expected to receive their pro rata share of (i) New Senior Secured Notes, which will have substantially similar terms to the existing Senior Secured Notes with certain modifications to reduce go-forward cash interest and minimum liquidity requirements, (ii) a payment from the redemption of $250 million in principal amount of existing Senior Secured Notes at a redemption price of 109.875% of the principal amount being redeemed (to be paid with the proceeds of the Rights Offering described below), and (iii) certain commitment fees, subject to certain conditions.
•Convertible Notes. Holders of Convertible Notes are expected to receive their pro rata share of (i) rights to participate in the rights offering of New 2L Convertible Notes in the principal amount of $301.13 million, to be fully backstopped by certain holders of Wolfspeed’s existing Convertible Notes, and the issuance of additional New 2L Convertible Notes in the principal amount of $30.25 million pursuant to a premium, as discussed in more detail below under the section titled “Backstop Commitment Agreement,” (ii) the New 2L Takeback Notes in the principal amount of $296 million and (iii) 56.3% of the New Common Stock to be issued on the Plan Effective Date, subject to dilution from other equity issuances, including the conversion of the New 2L Convertible Notes, and the convertible notes and warrants provided to Renesas. Wolfspeed is expected to provide certain registration rights with respect to certain shares of the New Common Stock underlying the New 2L Convertible Notes to certain holders of the existing Convertible Notes.
•Renesas. Subject to certain regulatory approvals and conditions set forth in the Plan, Renesas is expected to receive or be entitled to certain economic benefits associated with (i) new second-lien convertible notes in the principal amount of $204 million, (ii) 38.7% (subject to claims reconciliation in the Chapter 11 Cases) of the New Common Stock as of the Plan Effective Date, subject to dilution from certain equity incentive plans expected to be adopted upon emergence from Chapter 11 and certain other equity issuances, including the conversion of the New 2L Convertible Notes, and the convertible notes and warrants provided to Renesas, (iii) warrants to purchase 5% of the New Common Stock as of the Plan Effective Date (assuming conversion of convertible notes issued to Renesas and all New 2L Convertible Notes), and (iv) if certain regulatory approvals have not been obtained prior to the deadline described in the Restructuring Support Agreement, certain contingent consideration, including the Reserve Cash, $15 million in the Additional New 2L Takeback Notes, 2.0% of the New Common Stock as of the Plan Effective Date, subject to dilution from certain equity incentive plans expected to be adopted upon emergence from Chapter 11 and certain other equity issuances, including the conversion of the New 2L Convertible Notes, and the convertible notes and warrants provided to Renesas, and the right to a one-year extension of the exercise period of the warrants. If certain regulatory approvals are obtained prior to the deadline described in the Restructuring Support Agreement and set forth in the Plan, Renesas will not be entitled to the Contingent Consideration and $10 million of the Reserve Cash will be remitted to or retained by Wolfspeed, $5 million of the Reserve Cash will be remitted to the holders of the Senior Secured Notes (on account of certain claims for commitment fees), the Additional New 2L Takeback Notes will not be issued, the 2.0% of the New Common Stock as of the Plan Effective Date will be distributed to the holders of existing equity interests (as discussed below), and the term of the warrants granted to Renesas will not be extended. Similar to the holders of existing Convertible Notes, Renesas will also be entitled to certain registration rights as set forth in the Restructuring Support Agreement.
•Unsecured Creditors. All other unsecured creditors are expected to be unimpaired and paid on the Plan Effective Date or in the ordinary course of business.
•Existing Equity Holders. Our existing equity interests will be cancelled, and existing equity holders are expected to receive their pro rata share of 3.0% or 5.0% of the New Common Stock as of the Plan Effective Date (depending on whether Renesas obtains certain regulatory approvals), subject to dilution from certain equity incentive plans expected to be adopted upon emergence from Chapter 11 and certain other equity issuances, including the conversion of the New 2L Convertible Notes, and the convertible notes and warrants provided to Renesas.
Consummation of the transactions contemplated by the Restructuring Support Agreement is subject to, among other things, approval of the Plan by the Bankruptcy Court. Accordingly, no assurance can be given that the transactions described therein will be consummated. Renesas’s receipt of regulatory approvals is not a condition precedent to the Plan Effective Date.
Backstop Commitment Agreement
On June 22, 2025, Wolfspeed entered into the Backstop Commitment Agreement with the Backstop Parties and the Holdback Parties. Pursuant to the Backstop Commitment Agreement (and subject to the terms and conditions therein), Wolfspeed initiated a rights offering on August 14, 2025 as contemplated under the Restructuring Support Agreement through the issuance of the New 2L Convertible Notes in an aggregate principal amount of $301.13 million, which were or are being offered at a purchase price of 91.3242% of the principal amount thereof. Sixty percent of the Rights Offering is being offered pro rata to all holders of Convertible Notes and the Backstop Parties have committed to purchase any unsubscribed portion of the Non-Holdback Rights Offering. The remaining 40% of the Rights Offering has been reserved for the Holdback Parties that have committed to purchasing their respective portions set forth in the Backstop Commitment Agreement. As consideration for the commitments by the Backstop Parties and Holdback Parties, the Backstop Parties and the Holdback Parties will be issued on the Plan Effective Date additional New 2L Convertible Notes in an aggregate principal amount of $30.25 million (the “Backstop Premium"), allocated ratably. If the Backstop Commitment Agreement is terminated under certain circumstances as set forth therein, the Backstop Commitment Agreement provides for a cash payment of the Backstop Premium to the Backstop Parties and Holdback Parties on the earlier of the four months following the Petition Date or the effective date of an “Alternative Transaction” (as defined in the Backstop Commitment Agreement).
The transactions contemplated by the Backstop Commitment Agreement are conditioned upon the satisfaction or waiver of certain conditions, including, among other things, that (i) the Bankruptcy Court will have entered an order approving the Backstop Commitment Agreement and the Disclosure Statement and confirming the Plan, (ii) the Plan Effective Date will have occurred, and (iii) the Restructuring Support Agreement remains in full force and effect.
Senior Secured Notes Amendment
On June 23, 2025, Wolfspeed, the Subsidiary Guarantors (as defined under the A&R Indenture (as defined below)), the Trustee and the Collateral Agent, entered into the Second Supplemental Indenture to the A&R Indenture, pursuant to which the parties thereto agreed to (i) release Wolfspeed Germany GmbH, a Subsidiary Guarantor, from its obligations under the Notes Documents (as defined under the A&R Indenture) and any related liens and (ii) exclude net proceeds of the sale of “Building 21” from the offer to repurchase requirement under the A&R Indenture.
Voluntary Petition
Subsequent to fiscal 2025 year-end, on the Petition Date, the Debtors filed the Chapter 11 Cases under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court to implement the Plan. On the Petition Date, the Debtors filed the Plan with the Bankruptcy Court. The Plan embodies the terms of, and transactions contemplated by, the Restructuring Support Agreement. On June 27, 2025, prior to commencing the Chapter 11 Cases, the Debtors commenced solicitation for approval of the Plan by eligible claimholders by transmitting its Disclosure Statement and related solicitation materials. The deadline for eligible claimholders to submit votes on the Plan was August 22, 2025. On July 1, 2025, the Bankruptcy Court entered an order approving Wolfspeed's request to administer the Chapter 11 Cases jointly for administrative purposes only under the caption In re Wolfspeed, Inc., et al. Wolfspeed continues to operate its business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
The Debtors filed and received approval for customary first day motions with the Bankruptcy Court to ensure their ability to continue operating in the ordinary course of business, including authority to pay employees, vendors, and customers. The treatment under the Plan and the Bankruptcy Court-approved relief sought and received in Wolfspeed's “first day” motions collectively contemplate that vendors and other unsecured creditors will be paid in full and in the ordinary course of business.
See the section titled “Risk Factors – Risks related to our Chapter 11 Cases” for a discussion of the risks related to the Restructuring Support Agreement, the Plan and the Chapter 11 Cases.
•Overall Demand for Products and Applications Using Our Wolfspeed Materials and Devices. Our potential for growth depends significantly on the continued adoption of silicon carbide materials and device products in the power market, and our ability to winadapt newto designsevolving competitive dynamics to retain and grow market share for these applications. Demand also fluctuates based on various domestic and global economic and market cycles, continuously evolving industry supply chains, trade and tariff terms, and inflationary impacts, as well as evolving competitive dynamics in each of our respective markets. These uncertainties make demand difficult to forecast for us and our customers. Recently, weWe have been experiencing softening demand for our products.products and continued price pressure in certain applications. We continue to experienceexpect increased midmid- and long-term demand forgrowth, however the timing and extent of these increases remains uncertain. We also continue to explore opportunities to expand adoption of our power products designedin for electrical vehicle applications, though at a slower pace than initially expected. We believe that this reflects the value that the industry places on a transition to silicon carbide materialsnew and devicesgrowing whileindustries, alsosuch evidencingas aAI globaldata focuscenters, ongrid adoptingmodernization higherand efficiencyrenewable energy solutions, including electric vehicle and related technologies. We believe these trends could have a significant positive impact on revenues in future periods.storage.
•Intense and Constantly Evolving Competitive Environment. Competition in the industries we serve is intense. Many companies have made significant investments in product development, production equipment and production facilities. To remain competitive, market participants must continuously increase product performance, reduce costs and develop improved ways to serve their customers. In addition, market participants often undertake pricing strategies to gain or protect market share, increase the utilization of their production capacity and opendevelop new applications in the power markets we serve. Innovations and advancements in materials and power technologies continue to expand the potential commercial application for our products. However, new technologies or standards could emerge or improvements could be made in existing technologies that could reduce or limit the demand for our products in certain markets. To address these competitive pressures, we have invested in new production facilities, as well as research and development activities to support new product development, lower product costs and increase levels of product performance to differentiate our products in the market. In addition, we invest in systems, people and new processes to improve our ability to deliver a better overall experience for our customers.
•Governmental Trade and Regulatory Conditions. Our potential for growth, as with most multi-national companies, depends on a balanced and stable trade, political, geopolitical, economic and regulatory environment in the countries where we do business. We continue to monitor the recent changes in global trade policy, including tariffs and related trade actions announced by the United States, China and other countries. The degree to which such tariffs and other related actions impact our business, financial condition and results of operations will depend on future developments, which are uncertain. Changes in trade policy, such as the imposition or expansion of tariffs or export bans to specific customers or countries, could reduce or limit demand for, or increase the cost of production of, our products in certain markets.
•Technological Innovation and Advancement. Innovations and advancements in materials and power technologies continue to expand the potential commercial application for our products. However, new technologies or standards could emerge or improvements could be made in existing technologies that could reduce or limit the demand for our products in certain markets.
•Intellectual Property Issues. Market participants rely on patented and non-patented proprietary information associated with product development, manufacturing capabilities and other core competencies of their business. Protection of intellectual property is critical. Therefore, steps such as additional patent applications, confidentiality and non-disclosure agreements, as well as other security measures are generally taken.taken Toto enforce or protect intellectual property rights, litigation or threatened litigation is common.
Fiscal 2025 Overview
The following is a summary of our financial results for the year ended June 29, 2025:
•Our year-over-year revenue decreased by $49.6 million to $757.6 million primarily driven by weaker demand for applications serving the industrial and energy end markets, partially offset by continued growth from our automotive products.
•Gross margin decreased to (16.1)% in fiscal 2025 from 9.6% in fiscal 2024. Gross profit decreased to $(121.6) million in fiscal 2025 from $77.4 million in fiscal 2024. The decrease in gross margin is primarily due to the impact of our 2025 Restructuring Plan and changes in our product mix. Gross margin and gross profit for fiscal 2025 and 2024 include the impacts of $105.2 million and $124.4 million, respectively, of underutilization costs in connection with the start of production at the Mohawk Valley Fab, which began revenue production in late fiscal 2023.
•Operating loss from continuing operations was $1,329.2 million in fiscal 2025 as compared to $445.3 million in fiscal 2024. Operating loss for fiscal 2025 includes approximately $402.2 million of restructuring and related costs, $359.2 million of goodwill impairment charges, and $55.8 million of pre-petition charges relating to the Chapter 11 Cases.
•Combined cash, cash equivalents and short-term investments decreased to $955.4 million at June 29, 2025 from $2,174.6 million at June 30, 2024.
◦Net cash used in operating activities of continuing operations was $711.7 million in fiscal 2025 as compared to $671.3 million in fiscal 2024. The primary drivers of the increase in cash outflows during fiscal 2025 include cash costs related to the implementation of the 2025 Restructuring Plan and higher professional services spending related to our Chapter 11 Cases.
◦Purchases of property and equipment, net were $1,031.0 million (net of $240.4 million in reimbursements) in fiscal 2025 as compared to $2,095.5 million (net of $178.5 million in reimbursements) in fiscal 2024.
◦Debt, net, including convertible notes, was $6,538.0 million at June 29, 2025 and $6,161.1 million at June 30, 2024. The increase was due to the additional borrowings in the form of Senior Secured Notes and additions from paid-in-kind interest accrued to the principal balance during the fiscal year.
•Design-wins and design-ins decreased for fiscal 2025 compared to fiscal 2024. Design-wins for fiscal 2025 and the fourth quarter of fiscal 2025 were the second highest design-wins for a fiscal year and fiscal fourth quarter in company history, respectively.
We believe we are uniquely positioned as ana innovatorvertically integrated supplier of U.S.-made silicon carbide products in the global semiconductor industry. We are currently focused on threefour key priorities designed to put us on a path toward long-term growth and profitability:
•Advancing our technology leadership;
•Diversifying revenue and customer base;
•Driving operational excellence; and
•Demonstrating strict financial discipline.
•strengthening our balance sheet by optimizing our capital structure for sustainable growth
•improving the financial performance of the company
•deploying cost-efficient capital to support our growth plan and accelerate product innovation.
Strengthening Our Balance Sheet
Under the terms and transactions contemplated by the Restructuring Support Agreement and the Plan, upon successful emergence from Chapter 11, we expect to reduce our overall funded debt by approximately 70%, representing a debt reduction of approximately $4.6 billion and a reduction of its annual total cash interest payments by approximately 60%.
Improving Financial Performance
During the first quarter of fiscal 2025, we initiated a headcount reduction that upon its anticipated completion in fiscal 2026, is expected to result in a cumulative total headcount reduction of approximately 25%, and a facility consolidation plan, which is ultimately expected to result in the closure of our 150mm device fabrication facility in Durham, North Carolina as well as a realignment of related activities across the geographic regions in which we operate. We intend to optimize our cost structure as we focus on the acceleration of our transition from 150mm to 200mm silicon carbide devices. We have made targeted adjustments to the 2025 Restructuring Plan as we identify additional opportunities to optimize our cost structure while continuing to support future growth and meet long-term demand. Refer to Note 16, "Restructuring," to our consolidated financial statements in Part II, Item 8 of this Annual Report for additional discussion of the financial impact of these activities.
In addition, we are focused on continuous improvement in the number of usable items in a production cycle (yield) as our manufacturing technologies become more complex. We have significantly improved yields and expect to continue to improve yields as we transition additional device production to the Mohawk Valley Fab, where we continued to realize ongoing yield improvements during fiscal 2025.
Deploying Cost-Efficient Capital
We incurred approximately $1 billion of net capital investment for the fiscal year ended June 29, 2025. Our net capital investment during fiscal 2025 includes approximately $0.2 billion of government incentives received for eligible expenditures, primarily under the AMIC refundable tax credits, as further discussed in Note 2, "Basis of Presentation and Summary of Significant Accounting Policies" to our consolidated financial statements in Item 8 of this Annual Report. The buildings and critical infrastructure at our major expansion projects at the Mohawk Valley Fab and Siler City, North Carolina facility were substantially completed as of the end of fiscal 2025. We believe our installed capacity at our production facilities is able to support our current demand and we intend to scale our capacity at these new facilities with future demand for 200mm offerings. Consequently, we expect gross capital investment to decrease significantly to approximately $0.2 billion in fiscal 2026. We also expect to receive an additional $0.7 billion of incentives primarily related to the AMIC refundable tax credits during fiscal 2026.
Basis of Presentation
Beginning on the Effective Date, we adopted fresh start accounting, which resulted in a new basis of accounting and we became a new entity for financial reporting purposes. As a result of the adoption of fresh start accounting and the effects of the implementation of the Plan, the consolidated financial statements after September 29, 2025 are not comparable with the consolidated financial statements on or prior to that date. Refer to Note 4, "Fresh Start Accounting," to our consolidated financial statements in Part II, Item 8 of this Annual Report for further details.
Fiscal Quarters and Fiscal Years
Our fiscal quarters end on the last Sunday of the month in September, December, March and June. Each fiscal quarter is generally 13 weeks as part of a 52-week fiscal year. Occasionally, we have a 53-week fiscal year, and in those instances, one quarter within the fiscal year is comprised of 14 weeks instead of 13 weeks. Our Predecessor period from June 30, 2025 to September 29, 2025 was a 13-week fiscal period. Our Successor period from September 30, 2025 to June 28, 2026 was a 39-week fiscal period. Our 2025 fiscal year was a 52-week fiscal year. Our 2024 fiscal year was a 53-week fiscal year. The next 53-week fiscal year will be the Company's 2030 fiscal year.
What changed in the latest 10-Q
Risk Factors
Largest changes
“Defending against existing and potential litigation will likely require significant attention and resources and, regardless of the outcome, result in significant legal expenses, which could adversely affect our results unless covered by insurance or recovered from third parties. If our defenses are ultimately unsuccessful or if we are unable to achieve a favorable resolution, we could be liable for damage awards that could adversely affect our results of operations and financial condition.”see in full comparison
We are often involved in litigation, primarily patent litigation, and we and certain former executive officers and directors were named as defendants in multiple securities class action lawsuits regarding past public disclosures, each as discussed further in Note 5, "Commitments and Contingencies," in our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report.see in full comparisonDefending against existing and potential litigation will likely require significant attention and resources and, regardless of the outcome, result in significant legal expenses, which could adversely affect our results unless covered by insurance or recovered from third parties. If our defenses are ultimately unsuccessful or if we are unable to achieve a favorable resolution, we could be liable for damage awards that could adversely affect our results of operations and financial condition.
The indenture governing the New Senior Secured Notes (the "New Senior Secured Notes Indenture") includes a liquidity maintenance financial covenant requiring us to have an aggregate amount of unrestricted cash and cash equivalents maintained in accounts over which the collateral agent for the New Senior Secured Notes has been granted a perfected first lien security interest of at least $350 million as of the last day of any calendar month. In addition, the New Senior Secured Notes Indenture, the indenture governing the New 2L Non-Convertible Notes (the "New 2L Non-Convertible Notes Indenture"), the indenture governing the New 2L Renesas Convertible Notes (the "New 2L Renesas Convertible Notes Indenture")see in full comparisonand, the indenture governing the New 2L Non-Renesas Convertible Notes (the "New 2L Non-Renesas Convertible Notes Indenture") and the indenture governing the 1.5L Convertible Notes (the "1.5L Convertible Notes Indenture"), in each case, contain certain restrictions that limit our ability to, among other things: incur additional indebtedness, dispose of assets, pay dividends on or redeem or repurchase shares of our New Common Stock or other securities, create liens on assets, make investments and acquisitions or engage in mergers or consolidations, and engage in certain transactions with non-subsidiary guarantors and affiliates. The New Senior Secured Notes Indenture, the New 2L Non-Convertible Notes Indenture, the New 2L Renesas Convertible NotesIndenture andIndenture. the New 2L Non-Renesas Convertible Notes Indenture and the 1.5L Convertible Notes Indenture (collectively, the "Indentures") also require us to make an offer to repurchase (i) the New Senior Secured Notes, or if the New Senior Secured Notes are redeemed in full, the New 2L Non-Convertible Notes or the 2L Convertible Notes, with 100% of the net cash proceeds of certain non-ordinary course asset sales and casualty events, subject to the ability to reinvest the proceeds of certain casualty events (subject to certain limitations), (ii) in the case of the New Senior Secured Notes, with 100% of the proceeds of certain Department of Energy sponsored financings and in specified amounts upon the receipt of certain extraordinary proceeds and (iii) in the case of the New Senior Secured Notes, the New 2L Non-Convertible Notes, the New 2L Renesas ConvertibleNotes andNotes, the New 2L Non-Renesas Convertible Notes, and the 1.5L Convertible Notes, in full upon a change of control. The restrictions imposed by the Indentures could limit our ability to plan for or react to changing business conditions or could otherwise restrict our business activities and plans (including impairing our ability to obtain other financing). Our ability to comply with the covenants and restrictions imposed by the Indentures is subject to various risks and uncertainties beyond our control. Failure to comply with any of the restrictions and covenants in the Indentures or future financing arrangements could result in a default under those arrangements and under other arrangements containing cross-default provisions. A default would permit holders of the New Senior Secured Notes, the New 2L Non-Convertible Notes, the New 2L Renesas Convertible Notes or the New 2L Non-Renesas Convertible Notes or the 1.5L Convertible Notes, as applicable, to accelerate the maturity of the debt under these arrangements and to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our obligations under our Indentures.
Historically, our common stock has experienced substantial price volatility, particularly as a result of significant fluctuations in our revenue, earnings and margins over the past few years, and variations between our actual financial results and the published expectations of analysts. For example, the closing price per share of our common stock on the New York Stock Exchange ranged from a low ofsee in full comparison$17.15$14.89 to a high of $35.42 during thethreeperiodmonthsfromendedSeptemberDecember 28,30, 2025 to March 29, 2026 since emergence from bankruptcy. If our future operating results or margins are below the expectations of stock market analysts or our investors, our stock price will likely decline. Moreover, changes in the public float or trading volume of our common stock may affect our stock price. For example, on September 29, 2025, we emerged from the Chapter 11 Cases. In connection with our emergence from the Chapter 11 Cases and pursuant to the Plan, the number of shares of common stock outstanding decreased significantly as part of the reorganization, which has impacted, and may in the future impact our stock price, and may result in additional stock price volatility.
Full comparison: every changed paragraph (10)
Our ability to pay interest and repay the principal for or to refinance any outstanding indebtedness under the New 2L Renesas Convertible Notes, New 2L Non-Renesas Convertible Notes, the newNew 2L Non-Convertible Notes andNotes, the New Senior Secured Notes and the 1.5L Convertible Notes is dependent upon our ability to manage our business operations, generate sufficient cash flows to service such debt and/or raise additional capital, which is subject to economic, financial, competitive and other factors beyond our control. There can be no assurance that we will be able to manage any of these risks successfully.
The indenture governing the New Senior Secured Notes (the "New Senior Secured Notes Indenture") includes a liquidity maintenance financial covenant requiring us to have an aggregate amount of unrestricted cash and cash equivalents maintained in accounts over which the collateral agent for the New Senior Secured Notes has been granted a perfected first lien security interest of at least $350 million as of the last day of any calendar month. In addition, the New Senior Secured Notes Indenture, the indenture governing the New 2L Non-Convertible Notes (the "New 2L Non-Convertible Notes Indenture"), the indenture governing the New 2L Renesas Convertible Notes (the "New 2L Renesas Convertible Notes Indenture") and, the indenture governing the New 2L Non-Renesas Convertible Notes (the "New 2L Non-Renesas Convertible Notes Indenture") and the indenture governing the 1.5L Convertible Notes (the "1.5L Convertible Notes Indenture"), in each case, contain certain restrictions that limit our ability to, among other things: incur additional indebtedness, dispose of assets, pay dividends on or redeem or repurchase shares of our New Common Stock or other securities, create liens on assets, make investments and acquisitions or engage in mergers or consolidations, and engage in certain transactions with non-subsidiary guarantors and affiliates. The New Senior Secured Notes Indenture, the New 2L Non-Convertible Notes Indenture, the New 2L Renesas Convertible Notes Indenture andIndenture. the New 2L Non-Renesas Convertible Notes Indenture and the 1.5L Convertible Notes Indenture (collectively, the "Indentures") also require us to make an offer to repurchase (i) the New Senior Secured Notes, or if the New Senior Secured Notes are redeemed in full, the New 2L Non-Convertible Notes or the 2L Convertible Notes, with 100% of the net cash proceeds of certain non-ordinary course asset sales and casualty events, subject to the ability to reinvest the proceeds of certain casualty events (subject to certain limitations), (ii) in the case of the New Senior Secured Notes, with 100% of the proceeds of certain Department of Energy sponsored financings and in specified amounts upon the receipt of certain extraordinary proceeds and (iii) in the case of the New Senior Secured Notes, the New 2L Non-Convertible Notes, the New 2L Renesas Convertible Notes andNotes, the New 2L Non-Renesas Convertible Notes, and the 1.5L Convertible Notes, in full upon a change of control. The restrictions imposed by the Indentures could limit our ability to plan for or react to changing business conditions or could otherwise restrict our business activities and plans (including impairing our ability to obtain other financing). Our ability to comply with the covenants and restrictions imposed by the Indentures is subject to various risks and uncertainties beyond our control. Failure to comply with any of the restrictions and covenants in the Indentures or future financing arrangements could result in a default under those arrangements and under other arrangements containing cross-default provisions. A default would permit holders of the New Senior Secured Notes, the New 2L Non-Convertible Notes, the New 2L Renesas Convertible Notes or the New 2L Non-Renesas Convertible Notes or the 1.5L Convertible Notes, as applicable, to accelerate the maturity of the debt under these arrangements and to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our obligations under our Indentures.
Certain former holders of Convertibleour Notesconvertible notes and Renesas have acquired significant ownership interests in our common stock pursuant to the Plan. These stockholders may control outcomes of actions requiring stockholder approval, including director elections, without other stockholders' approval. This concentration could: facilitate or hinder negotiated changes of control; allow for the appointment of board majorities, influencing management and strategy; affect corporate governance, business strategies, and capital allocation; impact stock liquidity, trading price, and volatility; create conflicts if major holders' interests diverge from other stockholders; and either attract or deter potential acquirers.
We may issue additional shares of common stock in connection with the exercise of the warrant issued to RenesasRenesas, or the conversion of the outstanding New 2L Renesas Convertible Notes orNotes, New 2L Non-Renesas Convertible Notes or 1.5L Convertible Notes, which would result in significant dilution to stockholders.
We may issue additional shares of common stock in connection with outstanding securities that are exercisable or convertible into common stock. Any future exercise of the outstanding warrant issued to Renesas to purchase an aggregate of 4,943,555 shares of the Company's common stock or the conversion of the New 2L Renesas Convertible Notes orNotes, New 2L Non-Renesas Convertible Notes or 1.5L Convertible Notes may result in significant dilution to existing stockholders.
Our growth depends significantly on adoption of our products within served markets and our ability to influence adoption rates. The semiconductor industry is characterized by rapid technological change, high capital expenditures, short product life cycles, and continuous process technology advancements. Markets we serve are in different adoption stages and characterized by constant change, rapid obsolescence, price erosion, evolving standards, and supply-demand fluctuations. As markets mature, additional fluctuations may result from customer base variability and consolidations, characterized by lower product demand, production overcapacity, higher inventory levels, aggressive competitor pricing, longer lead times for key components, supply delays, and production disruptions. We have experienced and may continue experiencing these conditions, which could adversely affect our business, financial condition, and results of operations. The recent repeal of EV tax credits in the U.S. in September 2025 could impact demand for our technology.
While we restrict certain use of third-party and open-source AI tools, such as ChatGPT and Microsoft CoPilot, internal governance of adoption of these technologies can be challenging, and our employees, consultants, and partners may use these tools on an unauthorized basis, posing additional risks relating to data protection, including potential exposure of our proprietary confidential information to unauthorized recipients and misuse of our or third-party intellectual property. Use of AI tools may result in allegations or claims against us related to violation of third-party intellectual property rights, unauthorized access to or use of proprietary information, and failure to comply with open-source software requirements. AI tools may also produce inaccurate responses that could lead to errors in our decision-making, product development, or other business activities, negatively impacting our business, financial condition, and results of operations. Our ability to mitigate these risks will depend on our continued effective maintaining, training, monitoring, and enforcement of appropriate policies and procedures governing use of AI tools and results of any such use, by us or our partners.
We are often involved in litigation, primarily patent litigation, and we and certain former executive officers and directors were named as defendants in multiple securities class action lawsuits regarding past public disclosures, each as discussed further in Note 5, "Commitments and Contingencies," in our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report. Defending against existing and potential litigation will likely require significant attention and resources and, regardless of the outcome, result in significant legal expenses, which could adversely affect our results unless covered by insurance or recovered from third parties. If our defenses are ultimately unsuccessful or if we are unable to achieve a favorable resolution, we could be liable for damage awards that could adversely affect our results of operations and financial condition.
Defending against existing and potential litigation will likely require significant attention and resources and, regardless of the outcome, result in significant legal expenses, which could adversely affect our results unless covered by insurance or recovered from third parties. If our defenses are ultimately unsuccessful or if we are unable to achieve a favorable resolution, we could be liable for damage awards that could adversely affect our results of operations and financial condition.
Historically, our common stock has experienced substantial price volatility, particularly as a result of significant fluctuations in our revenue, earnings and margins over the past few years, and variations between our actual financial results and the published expectations of analysts. For example, the closing price per share of our common stock on the New York Stock Exchange ranged from a low of $17.15$14.89 to a high of $35.42 during the threeperiod monthsfrom endedSeptember December 28,30, 2025 to March 29, 2026 since emergence from bankruptcy. If our future operating results or margins are below the expectations of stock market analysts or our investors, our stock price will likely decline. Moreover, changes in the public float or trading volume of our common stock may affect our stock price. For example, on September 29, 2025, we emerged from the Chapter 11 Cases. In connection with our emergence from the Chapter 11 Cases and pursuant to the Plan, the number of shares of common stock outstanding decreased significantly as part of the reorganization, which has impacted, and may in the future impact our stock price, and may result in additional stock price volatility.
Management's Discussion & Analysis (MD&A)
Largest changes
“The increase in non-operating (income) expense, net during the three months ended March 29, 2026 compared to the three months ended March 30, 2025 was primarily due to the gain on contingent cash and remeasurement of certain liability-classified derivatives in the three months ended March 29, 2026, as further described in Note 3, "Fresh Start Accounting," and Note 9, "Fair Value of Financial Instruments," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report, partially offset by lower short-term investment balances and a lower interest rate environment, the debt …”see in full comparison
“Reorganization items, net for the Predecessor period of September 29, 2025 related to our emergence from Chapter 11 bankruptcy and primarily consisted of the gain on settlement of liabilities subject to compromise and the impacts of fresh start valuation adjustments. Refer to Note 2 - Emergence from Voluntary Reorganization Under Chapter 11 for additional details on the items included within Reorganization items, net.”see in full comparison
◦The items above were partially offset by lower restructuring and closure-related charges related to our headcount reduction and facility closure and consolidation plan initiated during the first quarter of fiscal 2025 (the "2025 Restructuringsee in full comparisonPlan,Plan"), as well as lower depreciation expense in the Successor period attributable to the fair value adjustments to property, plant, and equipment as part of our adoption of fresh start accounting.AReferportionto Note 3, "Fresh Start Accounting" and Note 15, "Restructuring," to our consolidated financial statements in Part I, Item 1 ofthe $45 million favorable benefit fromthisreductionQuarterlyinReportdepreciationforexpenseadditionalwas absorbed into inventory and will benefit future periods.information.
“•$11 million decrease in restructuring and other closure-related costs, including accelerated depreciation and shutdown-related excess capacity charges. Refer to Note 15, "Restructuring," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information; and”see in full comparison
“•Net sales of our Power Product offerings increased for both automotive and industrial applications. End-of-life buys from our distributors associated with the planned shutdown of our 150mm device fab in Durham, North Carolina also contributed to revenue growth during the first and second quarters of fiscal 2026. The revenue growth from our industrial applications was partially attributable to emerging opportunities for our AI and data center applications, a relatively small but growing vertical for our Power Products.”see in full comparison
“The decrease in interest income during the Successor period ended December 28, 2025 compared to the three months ended December 29, 2024 was primarily due to lower short-term investment balances and a lower interest rate environment. The changes in fair value of derivatives are primarily related to the mark-to-market fair value impact on our equity forward contracts, fair value conversion option derivative and the warrant issued to Renesas.”see in full comparison
Full comparison: every changed paragraph (66)
•Overall Demand for Products and Applications Using Our Wolfspeed Materials and Devices. Our potential for growth depends significantly on the continued adoption of silicon carbide materials and device products in the power market, and our ability to adapt to evolving competitive dynamics to retain and grow market share for these applications. We have been experiencing softening demand for our products and continued price pressure in certain applications. We continue to expect increased mid- and long-term demand growth, however the timing and extent of these increases remains uncertain. We also continue to explore opportunities to expand adoption of our products in new and growing industries, such as AI anddata datacenters,centers, grid modernization and renewable energy and storage.
We believe we are uniquely positioned as a vertically integrated supplier of U.S.-made silicon carbide products in the global semiconductor industry. We are currently focused on three key priorities designed to put us on a path toward long-term growth and profitability:
•Accelerating our path to profitability;
•Advancing our technology leadership; and
•Demonstrating strict financial discipline; and
PeriodThree fromMonths SeptemberEnded 30,March 202529, to December 28, 20252026 (Successor) and September 29, 2025 (Predecessor) Compared to Three Months Ended DecemberMarch 29,30, 20242025 (Predecessor)
Consolidated statements of operations for the periodthree frommonths Septemberended 30,March 202529, to December 28, 20252026 (Successor), period of September 29, 2025 (Predecessor) and the three months ended DecemberMarch 29,30, 20242025 (Predecessor), along with the change between the Successorthree periodmonths ended March 29, 2026 as compared to the three months ended DecemberMarch 29,30, 20242025 were as follows:
The $12$35 million decrease in net sales for the Successorthree periodmonths ended DecemberMarch 28,29, 2025,2026, compared to three months ended DecemberMarch 29,30, 20242025 was primarily due to:
•Net sales of our Materials Product offerings decreased primarily due to lower volumes as our substrate customers continue to adjust the timing and size of their orders to rebalance supply to match weaker end market demand. TheThere proportionhas ofalso Materials Products revenue attributablecontinued to long-term supply agreements with customers has decreased compared to the same periods in fiscal 2025, resulting in morebe volatility in the timing and pricing of our materials orders.
•Net sales of our Power Product offerings decreased from a reduction in automotive demand and continued pricing pressure during the period. During the third quarter of fiscal 2026, approximately 90% of these revenues were attributable to products from the Mohawk Valley Fabrication facility (the "Mohawk Valley Fab") following the shutdown of our 150mm device fabrication facility in Durham, North Carolina (the "150mm Durham Fab") in the second quarter of fiscal 2026.
•Net sales of our Power Product offerings increased for both automotive and industrial applications. End-of-life buys from our distributors associated with the planned shutdown of our 150mm device fab in Durham, North Carolina also contributed to revenue growth during the first and second quarters of fiscal 2026. The revenue growth from our industrial applications was partially attributable to emerging opportunities for our AI and data center applications, a relatively small but growing vertical for our Power Products.
TheIn addition to lower revenues and the impact of changes in sales mix between our Power and Materials products, the primary drivers of the $41$18 million decreaseincrease in gross profitloss for the Successorthree periodmonths ended DecemberMarch 28,29, 20252026 compared to the three months ended DecemberMarch 29,30, 20242025 included the following:
•Lower revenues as discussed above and unfavorable sales mix attributable to growth in lower margin Power Product offerings.
•$23 million increase in the carrying value of work-in-progress ("WIP") and finished goods inventory upon adoption of fresh start accounting, the entirety of which was recognized in cost of revenue, net in the second quarter of fiscal 2026 as the related inventory was sold.
•$16 million increase in intangible-related amortization expense presented in Cost of revenue, net, related to additional intangible assets recognized upon adoption of fresh start accounting.
•$20$19 million increase in underutilization costs, primarily related to the achievement of production readiness at our materials manufacturing facility in Siler City, North Carolina (the "Siler City Fab") at the end of fiscal 2025.2025 and lower factory loadings at our Durham materials facility as we rebalance supply to match weaker end market demand. Prior to the substantial completion of the facility,Siler City fab, these costs were included in start-up costs within Operating Expenses. We expect to continue to incur significant underutilization costs until market demand for our products meets or exceeds our production capacity.capacity;
•$11 million decrease in restructuring and other closure-related costs, including accelerated depreciation and shutdown-related excess capacity charges. Refer to Note 15, "Restructuring," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information; and
•$16 million increase in write-downs related to obsolete customer-specific inventory we intend to scrap.
•$10$35 million decrease in depreciation expense primarily related to the adoption of fresh start accounting.accounting Thepartially favorableoffset impactby of$14 lower depreciation expense willmillion increase in futureintangible-related quartersamortization asexpense presented in Cost of revenue, net, related to additional inventoryintangible isassets sold.recognized upon adoption of fresh start accounting.
•$16 million decrease in restructuring and other closure-related costs.
The $19$15 million decrease in research and development expenses for the Successorthree periodmonths ended DecemberMarch 28,29, 20252026 compared to three months ended DecemberMarch 29,30, 2024,2025, was primarily due to:
•$8$10 million attributable to planned decreases in the amount of research and development wafer spend from product transfers and technology qualifications related to the Mohawk Valley Fab ramp; and
•$5 million attributable to lower depreciation expense primarily from the adoption of fresh start accounting.
Sales, General and Administrative
•$6 million attributable to decreases in personnel costs, driven by lower headcount and lower estimated bonus attainment, and lower stock-based compensation costs attributable to the cancellation of unvested restricted stock unit ("RSU") and performance stock unit ("PSU") awards upon emergence from the Chapter 11 Cases; and
•$4 million attributable to lower depreciation expense from the adoption of fresh start accounting, Sales, General and Administrative The $22$4 million decrease in sales, general and administrative expenses for the Successorthree periodmonths ended DecemberMarch 28,29, 20252026 compared to the three months ended DecemberMarch 29,30, 20242025 was primarily due to:
•$16 million attributable to decreases in personnel costs related to lower headcount and lower estimated bonus attainment, and lower stock-based compensation costs attributable to the cancellation of unvested RSU and PSU awards upon emergence from the Chapter 11 Cases; and
The $23$24 million decrease in factory start-up costs for the Successorthree periodmonths ended DecemberMarch 28,29, 20252026 compared to the three months ended DecemberMarch 29,30, 2024,2025, related to the substantial completionattainment of production readiness at the initial phase of construction of our materials manufacturing facility in Siler City,City North Carolina.Fab. Refer to Note 1, "Basis of Presentation and New Accounting Standards," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for further details on the change in accounting policy due to the adoption of fresh start accounting.
The decrease in Restructuring and other operating expenses during the Successorthree periodmonths ended DecemberMarch 28,29, 20252026 compared to the three months ended DecemberMarch 29,30, 2024,2025, was primarily driven by a decrease in restructuring charges related to our headcount reduction and facility consolidation plans, partiallythe offsetsettlement byof anseveral increaseongoing inlegal costs related to our Chapter 11 Cases that did not qualify as reorganization items, net,matters and a $4 million increase in amortization expense, related to intangible assets recognized upon adoption of fresh start accounting.
Reorganization items, net for the Predecessor period of September 29, 2025 related to our emergence from Chapter 11 bankruptcy and primarily consisted of the gain on settlement of liabilities subject to compromise and the impacts of fresh start valuation adjustments. Refer to Note 2 - Emergence from Voluntary Reorganization Under Chapter 11 for additional details on the items included within Reorganization items, net.
The decrease in interest expense during the Successorthree periodmonths ended DecemberMarch 28,29, 20252026 compared to the three months ended DecemberMarch 29,30, 20242025 was primarily related to decreases in our outstanding debt obligations upon emergence from the Chapter 11 Cases.
Non-Operating (Income) Expense, net
The increase in non-operating (income) expense, net during the three months ended March 29, 2026 compared to the three months ended March 30, 2025 was primarily due to the gain on contingent cash and remeasurement of certain liability-classified derivatives in the three months ended March 29, 2026, as further described in Note 3, "Fresh Start Accounting," and Note 9, "Fair Value of Financial Instruments," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report, partially offset by lower short-term investment balances and a lower interest rate environment, the debt extinguishment from the early pay down of our New Senior Secured Notes (as defined below) and loss related to the MACOM Shares.
The decrease in interest income during the Successor period ended December 28, 2025 compared to the three months ended December 29, 2024 was primarily due to lower short-term investment balances and a lower interest rate environment. The changes in fair value of derivatives are primarily related to the mark-to-market fair value impact on our equity forward contracts, fair value conversion option derivative and the warrant issued to Renesas.
Period from September 30, 2025 to DecemberMarch 28,29, 20252026 (Successor) and June 30, 2025 to September 29, 2025 (Predecessor) compared with SixNine months ended DecemberMarch 29,30, 20242025 (Predecessor)
The primary drivers of changes in the financial statement line items noted below, for the periods from September 30, 2025 to DecemberMarch 28,29, 20252026 (Successor) and June 30, 2025 to September 29, 2025 (Predecessor) compared with the period of the sixnine months ended DecemberMarch 29,30, 20242025 (Predecessor) included the following:
•Revenue, net - Decreases in net sales of our Materials Products offerings driven by lower revenue attributable to long-term supply agreements and our customers' rebalancing supply to match weaker end market demand were partially offset by increases in net sales of our Power Product offerings for both automotive andour industrial applications, partially attributable to end-of-life buys associated with the shutdown of our 150mm deviceDurham fab in Durham, North Carolina,Fab, and growth in emerging applications for silicon carbide devices such as AI and data center applications.
•Cost of Revenue, net and Gross loss - Increases in cost of revenue, net and the corresponding decreaseincrease in Gross loss and decrease in Gross margin were primarily attributable to the following:
◦$23 million of additional product costs related to fair value step-ups on WIP and Finished Goods recorded upon adoption of fresh start accounting, which was fully recognized as the products were sold in the Successor period ended December 28, 2025.
◦$15 million of additional amortization expenses related to the recognition of developed technology and changes in the fair value of other intangibles upon the adoption of fresh start accounting, recognized in the Successor period ended December 28, 2025.
◦Higher underutilization costs during the Predecessor and Successor periods of fiscal 2026, related to the achievement of production readiness at our Siler City Fab. Prior to the substantial completion of the facility in late fiscal 2025, these costs were included in start-up costs. We expect to continue to incur significant underutilization costs until market demand for our products meets or exceeds our production capacity.
◦Specific reserves and inventory write-offs related to obsolete products as well as the planned shutdown of our 150mm device fab completed in the Successor period.
◦Higher underutilization costs during the Predecessor and Successor periods of fiscal 2026, related to the achievement of production readiness at our Siler City Fab, which expanded our capacity, and at our Durham materials facility related to lower factory loadings as we rebalance supply to match weaker end market demand. Prior to the substantial completion of the facility in late fiscal 2025, these costs were included in start-up costs. We expect to continue to incur significant underutilization costs until market demand for our products meets or exceeds our production capacity.
◦$23 million of additional product costs related to fair value step-ups on work-in-progress and finished goods recorded upon adoption of fresh start accounting, which was fully recognized as the products were sold in the Successor period ended March 29, 2026.
◦$29 million of additional amortization expenses related to the recognition of developed technology and changes in the fair value of other intangibles upon the adoption of fresh start accounting, recognized in the Successor period ended March 29, 2026.
◦Specific reserves and inventory write-offs related to obsolete products as well as the planned shutdown of our 150mm Durham Fab completed in the Successor period.
◦The items above were partially offset by lower restructuring and closure-related charges related to our headcount reduction and facility closure and consolidation plan initiated during the first quarter of fiscal 2025 (the "2025 Restructuring Plan,Plan"), as well as lower depreciation expense in the Successor period attributable to the fair value adjustments to property, plant, and equipment as part of our adoption of fresh start accounting. ARefer portionto Note 3, "Fresh Start Accounting" and Note 15, "Restructuring," to our consolidated financial statements in Part I, Item 1 of the $45 million favorable benefit from this reductionQuarterly inReport depreciationfor expenseadditional was absorbed into inventory and will benefit future periods.information.
•Research and Development - The changes in researchesresearch inand development costs were attributable to expected decreases in wafer spend from product transfers and technology qualifications, related to the timing of the Mohawk Valley Fab ramp in the prior period, as well as lower personnel costs related to the 2025 Restructuring Plan and the cancellation of unvested stock awards upon emergence from the Chapter 11 Cases. Additionally, the adoption of fresh start accounting reduced depreciation expense by $4$9 million.
•Sales, General & Administrative - The changes in sales, general and administrative expenses were primarily attributable to a decreases in personnel costs related to lower headcount andheadcount, lower estimated bonus attainment.attainment and the cancellation of unvested stock awards upon emergence from the Chapter 11 Cases. Additionally, planned reductions in marketing and outside service spend related to cost optimization efforts.
•Restructuring and Other Operating Expenses - The changes in Restructuringrestructuring and Otherother Operatingoperating Expensesexpenses primarily related to a significant decrease in Restructuringrestructuring and other exit costs compared to the prior period, due to the timing of the 2025 Restructuring Plan and closure of the Farmer's Branch facility in December 2025.of fiscal 2025 and the settlement of several legal matters. These decreases were partially offset by a $4$7 million increase in intangible-related amortization expense during the Successor period, related to the adoption of fresh start accounting. Additionally, we incurred higher project, transformation, and transaction costs which primarily includes certain personnel and professional service costs related to the implementation of the Chapter 11 Cases and other internal optimization efforts.
•Non-Operating Income/Expense - The changes in non-operating income (expense),income, net primarily related to the remeasurement of certain liability-classified derivatives in the Successor period, as further described in Note 33, "Fresh Start Accounting," and Note 99, "Fair Value of theFinancial NotesInstruments," to Consolidatedour Financialconsolidated Statements.financial statements in Part I, Item 1 of this Quarterly Report. The gains from mark-to-market adjustments on the liability-classified derivatives were partially offset by lower interest income attributable to lower average cash balances and less favorable yields.
On March 19, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors in connection with a private placement offering of shares of common stock and pre‑funded warrants to purchase shares of common stock, resulting in aggregate gross proceeds of approximately $96.9 million. On March 19, 2026, the Company also entered into a separate, privately negotiated issuance of 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 (the “1.5L Convertible Notes”) in an aggregate principal amount of $379.0 million. The aggregate gross proceeds from these transactions were used to repurchase $475.9 million aggregate principal amount of the New Senior Secured Notes, which the total payment of $524.3 million included a make‑whole premium funded by the Company and accrued and unpaid interest.
Refer to Note 11, "Long-term Debt," for additional information on our debt obligationsobligations, Note 16, "Stockholders' Equity and Pre-Funded Warrants" for additional information on the Securities Purchase Agreement and Note 1, "Basis of Presentation and New Accounting Standards," Note 2 "Emergence from Voluntary Reorganization under Chapter 11," and Note 3, "Fresh Start Accounting," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information on our Chapter 11 Cases and the adoption of fresh start accounting.
The net increase in cash and cash equivalents and short term investments of $337$209 million between DecemberMarch 28,29, 20252026 and June 29, 2025 was primarily driven by cash flows from the following activities:
•Operating activities — Cash used in operating activities results from net (loss) income adjusted for certain non-cash items and changes in assets and liabilities. Cash used in operating activities for the period from June 30, 2025 to September 29, 2025 (Predecessor) and the period from September 30, 2025 to DecemberMarch 28,29, 20252026 (Successor) compared to the sixnine months ended DecemberMarch 29,30, 2024,2025, decreased by approximately $262$320 million. This decrease was primarily driven by lower interest payments due to the Chapter 11 Cases, the timing of severance payments, decreases in payroll and other operating costs attributable to our restructuring initiatives, mark-to-market adjustments on the liability-classified derivatives and favorable changes in working capital, partially offset by higher professional service costs attributable to the Chapter 11 Cases.
•Investing activities — Investing cash flows consist primarily of capital expenditures and short-term investment activity. Cash provided by investing activities for the period from June 30, 2025 to September 29, 2025 (Predecessor) and the period from September 30, 2025 to DecemberMarch 28,29, 20252026 (Successor) compared to the sixnine months ended DecemberMarch 29,30, 20242025 increased by $1.3$967 billion,million, primarily attributable to a planned decrease in gross capital expenditures and the receipt of approximately $700$733 million in Advanced Manufacturing Investment Credit refundable tax credits, New York State Grants related to the Mohawk Valley Fab and other government tax credits. Additional increases in cash proceeds received from the disposal of non-core buildings and equipment and the MACOM Shares were primarily offset by lower proceeds from the net sale and maturity of short-term investments.
•Financing activities — Financing cash flows consist primarily of debt transactions and debt-related payments related to the Chapter 11 cases,Cases, tax payments related to the net share settlement of restricted stock units, and proceeds from the exercise of options to acquire common stock. Net cash used in financing activities for the period from June 30, 2025 to September 29, 2025 (Predecessor) and the period from September 30, 2025 to DecemberMarch 28,29, 20252026 (Successor), compared to the sixnine months ended DecemberMarch 29,30, 20242025 increased by $617$745 million, primarily attributable to $565$1,025 million used in fiscal 2026 to repay our pre- and post-bankruptcy senior secured notes, per the terms of those agreements and the Chapter 11 claims settlements,settlements andpartially offset by a net decreaseincrease of approximately $47$307 million attributable in cash proceeds received from debt issuances and ourthe at-the-marketproceeds offeringfrom inthe fiscalSecurities 2025.Purchase Agreement.
Under the terms of the Restructuring Support Agreement and the Plan, following the emergence from the Chapter 11 Cases, we reduced our overall debt by approximately 70%, or $4.6 billion. Following the paydown of the New Senior Secured Notes during the third quarter of fiscal 2026, we reduced our total debt by approximately $97 million and lowered our annual interest expense by an estimated $62 million. We expect that our current operating forecast over the next 12 months will allow us to maintain operations and meet our obligations to customers, vendors and employees in the ordinary course of business.
Cash on hand during the first halfthree quarters of fiscal 2026 was primarily used for the following:
•implementation of the restructuring plans described in Note 15, "Restructuring," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report ; and
WOLF insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Van Issum Gregor |
Shares withheld for tax | 5,252 | $31.17 | $163.7K |
| 2026-10-01 | Feurle Robert A. |
Shares withheld for tax | 12,998 | $31.17 | $405.1K |
| 2026-09-01 | Emerson David Todd |
Grant/award | 33,059 | — | — |
| 2026-09-01 | Kohn Bradley D |
Grant/award | 19,835 | — | — |
| 2026-09-01 | Feurle Robert A. |
Grant/award | 76,037 | — | — |
| 2026-09-01 | Van Issum Gregor |
Grant/award | 33,555 | — | — |
| 2026-09-01 | Van Issum Gregor |
Shares withheld for tax | 19,693 | $26.31 | $518.1K |
| 2026-09-01 | Mattes Andreas W |
Grant/award | 16,529 | — | — |
| 2026-08-31 | Emerson David Todd |
Gift | 718 | — | — |
| 2026-07-15 | Feurle Robert A. |
Shares withheld for tax | 8,247 | $35.10 | $289.5K |
| 2026-07-15 | Emerson David Todd |
Shares withheld for tax | 3,299 | $35.10 | $115.8K |
| 2026-07-01 | Kohn Bradley D |
Grant/award | 38,775 | — | — |
| 2026-05-01 | Feurle Robert A. |
Shares withheld for tax | 29,307 | $36.76 | $1.1M |
Well-known investors holding WOLF (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 2,272,968 | $109.7M | 0.08% | Added 10045% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 0 | $53.6M | 0.08% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 1,012,371 | $48.8M | 0.03% | Added 16% |
| Renaissance Technologies | 2026-06-30 | 498,900 | $24.1M | 0.03% | New position |
| D. E. Shaw & Co. | 2026-06-30 | 359,255 | $17.3M | 0.01% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 99,819 | $4.8M | 0.0% | Reduced 90% |
| Soros Fund Management | 2026-06-30 | 251,320 | $4.1M | — | Sold out |
| D. E. Shaw & Co. | 2026-06-30 | 0 | $2.9M | 0.0% | No change |
| Polen Capital Management | 2026-06-30 | 38,219 | $1.8M | 0.02% | New position |
| Bridgewater Associates | 2026-06-30 | 36,406 | $1.8M | 0.01% | New position |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 13,019 | $628.2K | 0.0% | New position |
| Third Point (Dan Loeb) | 2026-06-30 | 10,000 | $482.5K | 0.01% | New position |