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Get filing alertsWolfspeed raises $476M via convertible notes and equity to redeem higher-cost senior debt
Filed March 19, 2026 · Period ending March 19, 2026 · ~1 min read
Key Changes
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Wolfspeed is raising $379M through 3.5% convertible notes due 2031 and $96.9M through equity (3.25M shares at $18.458 plus warrants for 2M shares), closing March 26, 2026.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Proceeds will redeem approximately $475.9M of existing Senior Secured Notes due 2030, reducing higher-cost debt and lowering annual interest expense.
Item 8.01 — Other Events verify on EDGAR → -
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Convertible notes can convert into up to 22.6M shares at $20.14 per share (20% premium to March 18 close), with conversion settled in cash, stock, or combination at company's election.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR → -
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New notes rank behind existing Senior Notes due 2030 in collateral priority (1.5 lien position) but ahead of existing second-lien convertible and PIK toggle notes.
Exhibit 99.1 view on EDGAR → -
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Company committed to file resale registration statement within 75 days of closing for shares and warrant-underlying shares, providing liquidity to private placement investors.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Wolfspeed executed a $475.9 million capital raise through private placements of convertible debt and equity, structured to refinance higher-cost obligations. The company is issuing $379 million of 3.5% convertible notes due 2031 alongside $96.9 million in equity (common shares priced at a 10% premium to the prior close and pre-funded warrants).
The entire proceeds will redeem a portion of the company's existing Senior Secured Notes due 2030, lowering interest expense and total debt. The convertible notes carry a $20.14 conversion price (20% above the March 18 stock price) and can convert into up to 22.6 million shares, though Wolfspeed retains the right to settle conversions in cash, stock, or a combination.
The notes are secured by substantially all company assets but rank behind the existing senior debt being redeemed, creating a layered capital structure. The equity component includes pre-funded warrants exercisable at $0.01 per share, effectively functioning as common stock with a 9.99% ownership cap. This is a balance sheet restructuring that swaps expensive debt for cheaper convertible debt plus modest equity dilution. The company frames the transaction as supporting diversification into AI data centers, industrial energy, and aerospace markets. Retail holders should monitor whether the debt reduction materially improves cash flow and whether the conversion overhang pressures the stock if it approaches the $20.14 threshold.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On March 19, 2026, Wolfspeed, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Equity Purchase Agreement”) with certain investors (the “Equity Securities Investors”). The Purchase Agreement provides for the sale and issuance by the Company of an aggregate of: (i) 3,250,030 shares (the “Shares”) of the Company’s common stock, par value $0.00125 per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants,” and, together with the Shares, the “Equity Securities”) to purchase up to an aggregate of 2,000,000 shares of Common Stock in a private placement (the “Equity Securities Placement”). The price per Share is $18.458, and the price per Pre-Funded Warrant is $18.448. The closing of the Equity Securities Placement is expected to occur on March 26, 2026 (the “Equity Securities Closing”), subject to customary closing conditions.
Wolfspeed is selling 3,250,030 common shares at $18.458 per share and pre-funded warrants to purchase 2,000,000 shares at $18.448 per warrant in a private placement. The pre-funded warrants have a nominal $0.01 exercise price and can be exercised at any time, subject to a 9.99% beneficial ownership cap. The transaction is expected to close March 26, 2026, raising approximately $96.9 million in gross proceeds.
Added in current filing · verify on EDGAR →
Pursuant to the Registration Rights Agreement, among other things, the Company will file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) no later than 75 days after the Equity Securities Closing to register the resale of the “Registrable Securities” (as defined in the Registration Rights Agreement) held by them, which generally includes the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants. The Company will use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC within certain timeframes set forth in the Registration Rights Agreement.
Wolfspeed committed to file a resale registration statement within 75 days of closing to register the shares and shares underlying the pre-funded warrants for resale by investors. This provides liquidity to the private placement investors and could result in selling pressure once the registration becomes effective.
Added in current filing · verify on EDGAR →
The aggregate gross proceeds to the Company from the Equity Securities Placement are expected to be approximately $96.9 million, excluding any proceeds the Company may receive upon exercise of the Pre-Funded Warrants. ... The aggregate gross proceeds to the Company from the Notes Placement are expected to be approximately $379.0 million.
The combined private placements are expected to raise approximately $475.9 million in gross proceeds ($96.9 million equity plus $379 million convertible debt), representing a substantial capital infusion. The filing does not disclose the intended use of proceeds.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Wolfspeed disclosed unregistered sales of equity securities including pre-funded warrants and convertible notes in private placements.
Added in current filing · verify on EDGAR →
The Company expects to issue the Securities in reliance on exemptions from registration provided for under Section 4(a) (2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. Any shares of Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a) (9) of the Securities Act.
Wolfspeed is conducting private placements of securities including pre-funded warrants and convertible notes without SEC registration, relying on exemptions under Section 4(a)(2) and Rule 506 of Regulation D. Shares issued upon note conversion will use the Section 3(a)(9) exemption. This is a capital-raising transaction outside public markets.
Added in current filing · verify on EDGAR →
Initially, a maximum of 22,586,391 shares of Common Stock is expected to be issuable upon conversion of the Notes, based on the initial maximum conversion rate of 49.6623 shares per $1,000 principal amount of the Notes, which is subject to customary anti-dilution adjustment provisions.
The convertible notes can initially convert into up to 22,586,391 shares of common stock at a rate of 49.6623 shares per $1,000 principal. This conversion rate includes anti-dilution protections. The potential dilution represents material equity issuance that could impact existing shareholders when and if the notes convert.
Event · Item 8.01 — Other Events
Wolfspeed announced private placements to raise funds for redeeming approximately $475.9 million of Senior Secured Notes due 2030.
Added in current filing · verify on EDGAR →
On March 19, 2026, the Company issued a press release announcing the Private Placements.
Wolfspeed announced private placements of securities on March 19, 2026.1) for details.
Added in current filing · verify on EDGAR →
The Company expects to use the gross proceeds from the Private Placements to redeem approximately $475.9 million of the Company’s outstanding Senior Secured Notes due 2030.
Wolfspeed plans to use the gross proceeds from the private placements to redeem approximately $475.9 million of its Senior Secured Notes due 2030. This represents a debt reduction initiative that will lower the company's secured debt obligations and potentially reduce interest expense.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Wolfspeed, Inc. (NYSE: WOLF) (“Wolfspeed”) today announced that on March 19, 2026, it entered into separate, privately negotiated subscription agreements with investors pursuant to which Wolfspeed will place (i) $379,000,000 aggregate principal amount of its 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 (the “Notes”) and (ii) 3,250,030 shares of common stock, at a purchase price of $18.458 per share (the “Shares”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,000,000 shares of Wolfspeed’s common stock at a price of $18.448 per pre-funded warrant.
Wolfspeed is raising $379 million through convertible notes bearing 3.5% interest and maturing in 2031, plus approximately $96.9 million through issuing 3.25 million common shares at $18.458 per share (a 10% premium to the March 18 closing price of $16.78) and pre-funded warrants for 2 million shares. The notes are convertible at $20.14 per share (20% premium to the March 18 close) and are secured by substantially all company assets but subordinated to existing senior secured notes. The transaction is expected to close March 26, 2026.
Added in current filing · view on EDGAR →
Wolfspeed intends to use the gross proceeds from the Private Placements to redeem approximately $475.9 million of the outstanding Senior Notes in order to reduce higher-cost debt instruments, lower annual interest expense, and reduce total debt.
The company plans to use the entire $475.9 million in gross proceeds to redeem a portion of its existing Senior Notes due 2030, which carry higher interest costs than the new 3.5% convertible notes. This debt swap is intended to lower annual interest expense and improve the capital structure by reducing total debt outstanding.
Added in current filing · verify on EDGAR →
The initial conversion rate for the Notes will be 49.6623 shares of Wolfspeed’s common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $20.14 per share of Wolfspeed’s common stock), and will be subject to customary anti-dilution adjustments. Conversions of the Notes will be settled in cash, shares of the common stock or a combination thereof, at Wolfspeed’s election.
Noteholders can convert at any time before maturity at a rate of 49.6623 shares per $1,000 principal, equivalent to a $20.14 conversion price (20% above the March 18 stock price). Wolfspeed retains the option to settle conversions in cash, stock, or a combination, giving the company flexibility in managing dilution. The notes also include fundamental change repurchase rights and optional redemption provisions starting March 2028 if the stock price exceeds specified thresholds.
Added in current filing · view on EDGAR →
The Notes and related guarantees (i) will rank equally in right of payment, without giving effect to collateral arrangements, with any existing and future senior indebtedness of the Issuer and the Guarantor, (ii) will be senior in right of payment to any existing and future subordinated obligations of the Issuer and the Guarantor, (iii) will be effectively subordinated to all secured indebtedness of the Issuer and the Guarantor that is secured by a lien on the Collateral that is senior or prior to the lien on the Collateral securing the Notes (including obligations under Wolfspeed’s existing Senior Secured Notes due 2030 (the “Senior Notes”)), (iv) will be effectively senior to all indebtedness of the Issuer and the Guarantor that is not secured by a lien on the Collateral, or that is secured by a lien ranking junior to the lien on the Collateral securing the Notes (including Wolfspeed’s existing 2.5% Convertible Second Lien Senior Secured Notes due 2031 and 7.00%/12.00% Second Lien Senior Secured PIK Toggle Notes due 2031)
The new notes are secured by substantially all company assets but rank behind the existing Senior Secured Notes due 2030 in the collateral waterfall (1.5 lien position). They rank ahead of the company's existing second-lien convertible notes and PIK toggle notes. This creates a layered debt structure where the new notes sit between the first-lien senior debt being partially redeemed and the existing second-lien obligations.
Added in current filing · view on EDGAR →
These efforts intend to strengthen the Company’s balance sheet, supporting initiatives to diversify key end markets and capture opportunities in emerging high-voltage applications including AI data centers, industrial and energy, and aerospace and defense markets.
Wolfspeed frames the capital raise and debt reduction as supporting its strategy to diversify into emerging high-voltage silicon carbide applications, specifically targeting AI data centers, industrial and energy sectors, and aerospace and defense markets. The improved balance sheet is positioned as enabling the company to pursue these growth opportunities.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify