Wolfspeed secondary offering: up to 24.1M shares by selling stockholders; company receives no proceeds

This is a secondary offering by selling stockholders. The company will not receive any proceeds from the sale of these shares. The selling stockholders will determine when and how they dispose of the shares.

The company had 51,972,101 shares outstanding as of May 31, 2026. After the offering, assuming exercise of Pre-Funded Warrants (2,000,000 shares) and conversion of 1.5L Convertible Notes (18,822,011 shares), there would be 72,794,112 shares outstanding, representing approximately 40% dilution.

The 1.5L Convertible Notes convert at 49.6623 shares per $1,000 principal, equivalent to a conversion price of approximately $20.14 per share. This represents a 20.0% premium over the $16.78 market price on March 18, 2026.

This is a secondary offering where existing stockholders are selling shares. The company receives zero proceeds from these sales, except for nominal cash when Pre-Funded Warrants are exercised. All sale proceeds go to the selling stockholders, not to Wolfspeed's operations or balance sheet.

Renesas Electronics America holds 39.9% of outstanding shares (including convertible notes subject to a beneficial ownership limitation), making it by far the largest stockholder. This concentration means Renesas has significant influence over corporate decisions and could affect stock liquidity.

Wolfspeed has never paid dividends and does not plan to pay any in the foreseeable future. All earnings will be retained for business operations. Investors should expect returns only through stock price appreciation, not dividend income.

The company has 51,972,101 shares outstanding as of May 31, 2026. This excludes approximately 71 million additional shares that could be issued from Pre-Funded Warrants (2.0M shares), the Renesas Warrant (4.9M shares), convertible notes (52.0M shares combined from three tranches), outstanding RSUs (3.7M shares), and shares reserved for future equity compensation (8.4M shares). These excluded securities represent substantial potential dilution to current shareholders.

The company has three tranches of convertible notes outstanding that could convert into approximately 52 million shares: 22.0M shares from 2L Non-Renesas Convertible Notes, 11.1M shares from Renesas 2L Convertible Notes, and 18.8M shares from 1.5L Convertible Notes. This represents potential dilution of nearly 100% relative to the current outstanding share count.

Renesas Electronics America Inc. holds a warrant to purchase 4.9M shares at $23.95 per share, plus convertible notes that could convert into an additional 11.1M shares. Renesas's combined potential ownership from these instruments totals approximately 16 million shares, representing a significant concentrated position.

The company is registering 24,072,041 shares for resale by selling stockholders. This includes 3,250,030 shares already issued, 2,000,000 shares underlying Pre-Funded Warrants exercisable at $0.01 per share, and 18,822,011 shares underlying $379,000,000 of 1.5L Convertible Notes. The company is registering the convertible note shares at its option, not pursuant to any contractual obligation.

On March 26, 2026, the company issued 3,250,030 shares of Common Stock and Pre-Funded Warrants for 2,000,000 shares to Slate Path entities. The Pre-Funded Warrants have a $0.01 exercise price and include a 9.99% beneficial ownership blocker that limits exercise if it would cause the holder to exceed that ownership threshold.

On March 26, 2026, the company issued $379,000,000 of 1.5L Convertible Notes with an initial maximum conversion rate of 59.5947 shares per $1,000 principal amount, which could result in up to 22,586,391 shares upon conversion. The notes are guaranteed by Wolfspeed Texas and secured. The shares registered for resale may include shares underlying notes purchased by selling stockholders in the secondary market, not just directly from the company.

As of May 31, 2026, the company had 51,972,101 shares of Common Stock outstanding. This baseline is used to calculate the selling stockholders' ownership percentages in the table.

T. Rowe Price-affiliated entities hold 5,428,324 shares (including 1,527,856 shares underlying 1.5L Convertible Notes and 1,331,600 shares underlying 2L Non-Renesas Convertible Notes) and may resell 1,527,856 shares under this prospectus. After the offering, they would retain 4,086,730 shares representing 7.4% ownership. Other major selling stockholders include Whitebox Advisors entities (5,696,405 shares, 5.5% post-offering) and Slate Path entities (5,275,681 shares, 2.2% post-offering).

PricewaterhouseCoopers LLP's audit report includes an explanatory paragraph regarding Wolfspeed's ability to continue as a going concern, referencing Note 2 to the financial statements. This is a material disclosure indicating the auditor identified substantial doubt about the company's ability to meet its obligations over the next twelve months.