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Get filing alertsWolfspeed raises $476M, cuts senior debt 43% and annual interest $62M via convertible notes
Filed March 26, 2026 · Period ending March 26, 2026 · ~2 min read
Key Changes
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high
Issued $379M of 3.5% convertible notes due 2031 and $96.9M in equity (3.25M shares plus warrants for 2M shares at 10% premium), using proceeds to redeem $475.9M of senior notes and reduce total debt by $97M.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
Convertible notes rank between existing senior and second-lien debt, convertible at $20.14/share (20% premium to March 18 price), with up to 22.6M shares issuable at initial conversion rate; company can settle in cash, stock, or combination.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
Paid $48.5M from cash on hand for make-whole premium ($47M) and accrued interest ($1.5M) on redeemed senior notes; maintains $1.0B in cash, cash equivalents, and short-term investments post-transaction.
Item 8.01 — Other Events verify on EDGAR → -
medium
Refinancing expected to lower annual interest expense by approximately $62M; private placements backed by T. Rowe Price, Fidelity, and other institutional investors.
Exhibit 99.1 view on EDGAR → -
medium
Pre-funded warrants carry $0.01 exercise price with no expiration and 9.99% beneficial ownership cap; combined with convertible notes, total potential dilution reaches approximately 27.8M shares.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR →
Summary
Wolfspeed executed a strategic refinancing that materially strengthens its balance sheet while reducing financing costs. The company raised $475.9 million through a combination of $379 million in new 3.5% convertible notes due 2031 and $96.9 million in equity (common shares and pre-funded warrants priced at a 10% premium to market).
These proceeds retired approximately 43% of the company's existing senior secured notes, reducing total debt by $97 million and cutting expected annual interest expense by $62 million. The company paid a $47 million make-whole premium from its $1.0 billion cash position to complete the early redemption.
The new convertible notes introduce a middle-tier claim in the capital structure, ranking between existing senior and second-lien debt. Noteholders can convert at $20.14 per share (a 20% premium to the March 18 stock price), potentially issuing up to 22.6 million shares at the initial conversion rate, with Wolfspeed retaining the option to settle conversions in cash, stock, or a combination. Combined with the 5.25 million shares from the equity placement, total potential dilution reaches approximately 27.8 million shares. The transaction was backed by prominent institutional investors including T. Rowe Price and Fidelity, which management characterizes as validation of the company's silicon carbide technology leadership and growth prospects in AI computing and AR/VR applications. The refinancing delivers immediate debt reduction and interest savings while maintaining substantial liquidity to fund operations and innovation.
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 →
The initial conversion rate for the Notes is 49.6623 shares of the Company’s common stock, par value $0.00125 per share (the “Common Stock”), per $1,000 principal amount of the Notes (which is equivalent to an initial conversion price of approximately $20.14 per share of Common Stock, which represents a conversion premium of approximately 20.0% over the last reported sale price of $16.78 per share of Common Stock on the New York Stock Exchange on March 18, 2026), and is subject to customary anti-dilution adjustments.
Noteholders can convert at any time (with certain limitations) at a rate of 49.6623 shares per $1,000 principal, equivalent to a $20.14 conversion price. This represents a 20% premium over the $16.78 stock price on March 18, 2026. The company can settle conversions in cash, stock, or a combination at its election. Note: these figures were previously disclosed in the company's Mar 19, 2026 8-K.
Added in current filing · verify on EDGAR →
The Notes are redeemable, in whole or in part, for cash at the Company’s option at any time, and from time to time, on or after March 20, 2028, and on or before the 35th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Common Stock exceeds 175% of the conversion price for a certain period of time if the redemption date occurs on or before March 19, 2029 and 130% of the conversion price for a certain period of time if the redemption occurs on or after March 20, 2029, in each case subject to the satisfaction of certain conditions.
Starting March 20, 2028, Wolfspeed can redeem the notes at par plus accrued interest, but only if the stock price exceeds specified thresholds: 175% of the conversion price (approximately $35.25) before March 19, 2029, or 130% of the conversion price (approximately $26.18) thereafter. This gives the company flexibility to retire the debt if the stock performs well.
Added in current filing · verify on EDGAR →
In connection with the Company’s entrance into the Indenture and the issuance of the Notes, the Company entered into that certain First Supplemental Indenture (the “1L Supplemental Indenture”), dated as of March 26, 2026, among the Company, Wolfspeed Texas, as subsidiary guarantor (in such capacity, the “1L Guarantor”), and U.S. Bank Trust Company, National Association, as trustee and collateral agent (in such capacities, the “1L Indenture Agent”) to amend and waive certain provisions of that certain Indenture, dated as of September 29, 2025, by and among the Company, the 1L Guarantor and the 1L Indenture Agent governing the Senior Notes (the “1L Indenture”) and to permit the Company and the 1L Guarantor to enter into the Indenture and the Company to issue the Notes.
Wolfspeed amended its existing senior notes indenture and multiple second-lien indentures to permit the issuance of these new 1.5-lien notes. The company also entered into intercreditor agreements establishing the priority of claims among the different debt tranches on the shared collateral.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Initially, a maximum of 22,586,391 shares of Common Stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 59.5947 shares per $1,000 principal amount of the Notes, which is subject to customary anti-dilution adjustment provisions.
The convertible notes referenced in Item 1.01 could result in the issuance of up to 22,586,391 additional common shares at the initial maximum conversion rate of 59.5947 shares per $1,000 principal. Combined with the equity placement, total potential dilution from these private placements could reach approximately 27.8 million shares.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On March 26, 2026, the Company used all of the aggregate gross proceeds from the Private Placements to redeem approximately $475.9 million of the outstanding Senior Notes. In connection with such redemption and in accordance with the terms of the Senior Notes and the 1L Indenture, the Company concurrently made a cash payment of approximately $48.5 million, consisting of a make-whole premium of approximately $47.0 million and accrued and unpaid interest of approximately $1.5 million, using cash on hand.
Wolfspeed redeemed approximately $475.9 million of its outstanding senior notes using proceeds from private placements. The company paid an additional $48.5 million from cash on hand, comprising a $47.0 million make-whole premium and $1.5 million in accrued interest. This voluntary debt reduction eliminates a significant portion of senior debt obligations.
Added in current filing · verify on EDGAR →
the Company maintained a balance of cash, cash equivalents and short-term investments of approximately $1.0 billion
As of March 26, 2026, Wolfspeed reported maintaining approximately $1.0 billion in cash, cash equivalents, and short-term investments. This disclosure provides visibility into the company's liquidity position following the private placements and debt redemption.
Event · Exhibit 99.1
Wolfspeed closed $475.9M refinancing via convertible notes and equity, reducing senior debt 43% and cutting annual interest expense ~$62M.
Added in current filing · view on EDGAR →
Issues $379 million aggregate principal amount of new 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 • Issues approximately $96.9 million of common stock and pre-funded warrants, all issued at a 10% premium over the closing price of March 18, 2026 • Aggregate gross proceeds of approximately $475.9 million used to reduce existing Senior Secured Notes balance by approximately 43% • Reduces total debt by approximately $97 million • Expected to lower annual interest expense by approximately $62 million
Wolfspeed completed a strategic refinancing by issuing $379 million in new 3.5% convertible notes due 2031 and raising approximately $96.9 million through equity (common stock and pre-funded warrants at a 10% premium to market). The $475.9 million in gross proceeds was used to redeem approximately 43% of the company's existing Senior Secured Notes due 2030, reducing total debt by approximately $97 million and expected annual interest expense by approximately $62 million. This transaction strengthens the balance sheet while lowering financing costs.
Added in current filing · view on EDGAR →
The Private Placements were backed by a strong syndicate of investors, including accounts advised by T. Rowe Price Associates, Inc. and Fidelity Management & Research Company, together with several other notable new and existing anchor investors, reflecting confidence in the Company’s market opportunity and in the strategic role of silicon carbide in enabling next generation technologies.
The refinancing was led by prominent institutional investors including T. Rowe Price and Fidelity, along with other new and existing anchor investors. Management characterizes this participation as reflecting confidence in Wolfspeed's silicon carbide technology leadership and long-term growth potential in next-generation applications.
Added in current filing · view on EDGAR →
The Notes bear interest at a rate of 3.5% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, and mature on March 15, 2031, unless earlier converted, redeemed or repurchased. Upon conversion, the Notes may be settled in cash, shares of Wolfspeed’s common stock or a combination thereof, at Wolfspeed’s election.
The new convertible notes carry a 3.5% annual interest rate with semi-annual payments and mature March 15, 2031. Upon conversion, Wolfspeed has the option to settle in cash, stock, or a combination, providing the company flexibility in managing dilution. The lower interest rate compared to the redeemed senior notes drives the $62 million annual interest savings.
Added in current filing · verify on EDGAR →
3,250,030 shares of common stock (the “Shares”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,000,000 shares of Wolfspeed’s common stock. The Shares were priced at $18.458 per share, representing a 10% premium to the closing price on March 18, 2026. The price per Pre-Funded Warrant was $18.448. Each Pre-Funded Warrant is exercisable at the option of the holder of such Pre-Funded Warrant for the purchase of one share of the Company’s common stock at an exercise price of $0.01 per share
Wolfspeed issued 3,250,030 common shares at $18.458 per share (10% premium to March 18 closing price) and pre-funded warrants for 2,000,000 shares at $18.448 each. The warrants are exercisable at $0.01 per share, making them economically equivalent to common stock. This represents approximately 5.25 million shares of potential dilution, raising roughly $96.9 million in equity capital.
Added in current filing · view on EDGAR →
“With this stronger financial foundation, we believe we are well positioned to accelerate innovation across our silicon carbide solutions, including 300mm silicon carbide wafers to potentially support next-generation AI computing platforms and immersive AR/VR systems, while continuing to advance our long-term growth strategy and reinforcing Wolfspeed’s position as a pioneer in silicon carbide technology.”
CFO Gregor van Issum stated the refinancing strengthens the balance sheet to support innovation in silicon carbide solutions, specifically highlighting 300mm wafers for AI computing and AR/VR applications. Management frames this as executing on previously outlined strategic priorities including financial discipline through debt reduction and interest expense management.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify