What changed in this filing

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Item 1. Business

2025-08-26 compared with 2024-08-22 · 84 added, 34 removed, 139 unchanged (46% of the section changed)

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During and prior to fiscal 2024, we designed, manufactured and sold radio-frequency ("RF") devices.

We completed the sale of certain assets comprising our former RF product line (the RF Business Divestiture) in the second quarter of fiscal 2024.

We completed the sale of certain assets comprising our former RF product line (the "RF Business") in the second quarter of fiscal 2024 (the "RF Business Divestiture").

Refer to Note 3, "Discontinued Operations," to our consolidated financial statements in Part II, Item 8 of this Annual Report for more information on the RF Business Divestiture.

The RF Business Divestiture represented a strategic shift that had a major effect on our operations and financial results.

As a result, we have classified the results and cash flows of the RF product line as discontinued operations in our consolidated statements of operations and consolidated statements of cash flows for all periods presented.

Additionally, the related assets and liabilities associated with the transaction are classified as held for sale in the consolidated balance sheet as of June 25, 2023.

Unless otherwise noted, discussion within this Annual Report relates to our continuing operations.

Unless otherwise noted, discussion within this Annual Report to the consolidated financial statements relates to our continuing operations.

The majority of our products are manufactured at our production facilities located in North Carolina, New York and Arkansas.

We also use contract manufacturers for certain products and aspects of product fabrication, assembly and packaging.

We maintain captive lines at some of our contract manufacturers.

We are constructing a new materials manufacturing facility in North Carolina and renovating an epitaxy facility in Texas.

We also use contract manufacturers, some of which include captive lines, for certain products and aspects of product fabrication, assembly and packaging.

We are constructing a new materials manufacturing facility in North Carolina, which the initial phase was substantially completed as of late fiscal 2025.

We operate research and development facilities in North Carolina, Arkansas and New York.

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For further information about our consolidated revenue and earnings, please see our consolidated financial statements included in Item 8 of this Annual Report.

Chapter 11 Proceedings

Restructuring Support Agreement

On June 22, 2025, Wolfspeed and its wholly owned subsidiary, Wolfspeed Texas LLC (together with Wolfspeed, the "Debtors") entered into a Restructuring Support Agreement (together with all exhibits, annexes and schedules thereto, and as may be amended, supplemented or modified from time to time, the “Restructuring Support Agreement”) with:

certain holders of Wolfspeed's Senior Secured Notes due 2030 (the “Senior Secured Notes,” and such holders, the “Consenting Senior Secured Noteholders”);

certain holders of Wolfspeed's 1.75% Convertible Senior Notes due 2026 (the "2026 Notes"), 0.25% Convertible Senior Notes due 2028 (the “2028 Notes”), and 1.875% Convertible Senior Notes due 2029 (the “2029 Notes”) (collectively, the “Convertible Notes,” and such holders, the “Consenting Convertible Noteholders,” and together with the Consenting Senior Secured Noteholders, the “Consenting Noteholders”);

Renesas Electronics America Inc ("Renesas," and together with the Consenting Noteholders, the "Consenting Creditors"), the holder of loans under that certain Unsecured Customer Refundable Deposit Agreement, dated as of July 5, 2023 (as amended to date, the "CRD Agreement").

We intend to substantially de-lever our capital structure on the terms set forth in the Restructuring Support Agreement through the joint plan of reorganization filed by the Debtors under Chapter 11 of the United States Bankruptcy Code (as may be amended, supplemented, or modified from time to time, the "Plan").

The specific terms underlying the Restructuring Support Agreement are further detailed in the Plan.

On June 30, 2025 (the "Petition Date") the Debtors filed voluntary petitions (the "Chapter 11 Cases") 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 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 (“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 (as 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 second-lien convertible notes (“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) new second-lien notes in the principal amount of $296 million (“New 2L Takeback Notes”), and (iii) 56.3% of a new voting class of common equity interests of Wolfspeed (the “New Common Stock”) to be issued on the date on which the Plan becomes effective in accordance with its terms (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 (described below).

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.

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 of the Bankruptcy Code ("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 $15 million in cash (the “Reserve Cash”), additional New 2L Takeback Notes in a principal amount of $15 million (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 (the foregoing, collectively with the Reserve Cash, the Additional New 2L Takeback Notes, the “Contingent Consideration”).

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 and the Plan is subject to, among other things, approval of the Plan by the Bankruptcy Court and the satisfaction or waiver of certain conditions set forth in the Plan.

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 a Rights Offering Backstop Commitment Agreement (the “Backstop Commitment Agreement”) with the rights offering backstop parties (the “Backstop Parties”) and the rights offering holdback parties (the “Holdback Parties”) party thereto.

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 (the “Rights Offering”).

Sixty percent of the Rights Offering (“Non-Holdback Rights Offering”) is being offered pro rata to all holders of Convertible Notes (the “Subscription Rights”) and the Backstop Parties have committed to purchase any unsubscribed portion of the Non-Holdback Rights Offering.

The remaining 40% of the Rights Offering (“Holdback 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 shall have entered an order approving the Backstop Commitment Agreement and the disclosure statement relating to the Plan (the "Disclosure Statement") and confirming the Plan, (ii) the Plan Effective Date shall 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)) and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”), entered into that certain Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Amended and Restated Indenture, dated as of October 11, 2024, by and among Wolfspeed, the Subsidiary Guarantors party thereto from time to time, the Trustee and the Collateral Agent (as supplemented by the First Supplemental Indenture, dated as of October 22, 2024, 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 voluntary petitions under Chapter 11 of Title 11 of the Bankruptcy Code in the Bankruptcy Court.

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 will continue 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.

Reincorporation in Delaware

In connection with the Plan, we plan to effect a reincorporation from the State of North Carolina to the State of Delaware (the “Reincorporation”).

Upon consummation of the Reincorporation, Wolfspeed will cease its legal existence as a North Carolina corporation, and the surviving Delaware corporation will continue our business under the name “Wolfspeed, Inc.”, succeeding to all of our rights, assets, liabilities and obligations.

In connection with the Plan and the Reincorporation, we will adopt a new Certificate of Incorporation and new Bylaws under the Delaware General Corporation Law, which will replace our current Amended and Restated Articles of Incorporation and Bylaws.

As of the date hereof, we have not effected the Reincorporation.

Silicon Carbide and GaN Materials

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Research and Development

We invest significant resources in research and development.

We invest significant resources in research and development and are focusing on accelerating the pace of technological innovation in our products.

Our research and development activities include efforts to:

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Sales and Marketing

We have continued to make investments to expand our sales, marketing and technical applications support, as well as distribution capabilities to further enable new and existing customers to design and implement our silicon carbide and power technology into their products.

We have continued to make investments to promote and build market awareness of our Wolfspeed brand.

We have continued to optimize our sales, marketing and technical applications support functions, as well as expand our distribution capabilities to further enable new and existing customers to design and implement our silicon carbide and power technology into their products.

Our sales, marketing and technical applications teams include personnel throughout North America, Asia and Europe.

In fiscal 2024, 2023 and 2022, we had two, two and three customers, respectively, that each represented more than 10% of our consolidated revenue.

We had two customers during each of fiscal 2025, 2024 and 2023 that each represented more than 10% of our consolidated revenue.

These customers, in the aggregate, accounted for 37%, 37% and 36% of our total consolidated revenue in fiscal 2025, 2024 and 2023, respectively.

For further discussion regarding customer concentration, please see Note 16, “Concentrations of Risk,” in our consolidated financial statements included in Item 8 of this Annual Report.

The loss of any large customer could have a material adverse effect on our business and results of operations.

For further discussion regarding customer concentration, please see Note 15, “Concentrations of Credit Risk,” in our consolidated financial statements included in Item 8 of this Annual Report.

The loss of any large customer, including as a result of negative perceptions about Wolfspeed in connection with the Chapter 11 Cases, could have a material adverse effect on our business and results of operations.

A portion of our products are sold to distributors.

Distributors stock inventory and sell our products to their own customer base, which may include:

value added resellers, manufacturers who incorporate our products into their own manufactured goods and ultimate end users of our products.

Distributors stock inventory and sell our products to their own customer base, which may include value added resellers, manufacturers who incorporate our products into their own manufactured goods and ultimate end users of our products.

We also utilize third-party sales representatives who generally do not maintain a product inventory;

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Therefore, management uses the design-in amount as a guide to forecast future demand but it should not be taken as an absolute indicator of future revenue.

Design-ins for the fiscal year ended June 30, 2024 were $9.1 billion, compared with design-ins of approximately $7.9 billion for the fiscal year ended June 25, 2023.

Design-ins are considered design-wins when a customer issues a purchase order for at least 20% of the expected first year revenue.

Design-ins are considered design-wins when a customer issues a purchase order for at least 20% of the expected first year revenue attributed to such customer.

Design-wins reflect each project's entire commitment at the time this criterion is satisfied and should not be taken as an absolute indicator of future revenue.

Depending on timing, certain projects may be reflected within a single period's design-in and design-win figures.

Design-wins for the fiscal year ended June 30, 2024 were $5.8 billion, compared with design-wins of $1.8 billion for the fiscal year ended June 25, 2023.

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.

Manufacturing

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Manufacturing assets are managed together through one centralized organization to ensure we leverage scale in asset utilization, purchasing volumes, and overhead costs across the business.

Silicon carbide substrate manufacturing occurs in our highly complex materials facility and involves production of a bare wafer substrate with or without epitaxy.

During fiscal 2025, we accelerated the transition of our production capacity from 150mm to 200mm offerings including the substantial completion of the initial phase of our major expansion projects and the planned closure of our 150mm device fabrication facility in Durham, North Carolina.

Silicon carbide substrate manufacturing occurs in our materials facility and involves production of a bare wafer substrate with or without epitaxy.

Our front-end processes occur in manufacturing facilities called "wafer fabs".

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Yields in our manufacturing process can vary and are dependent upon multiple factors including product complexity and performance requirements as well as the maturity of the process.

In order to maximize both yield and quality, we maintain in-line process monitoring and testing.

In order to maximize both yield and quality, we maintain a robust process design that includes in-line process monitoring and testing.

Our substrate and wafer fab manufacturing facilities are certified to ISO 9001, IATF 16949, and ISO 14001.

Our silicon carbide device fabrication facility in Marcy, New York (the Mohawk Valley Fab) is certified to ISO 9001 and IATF 16949 and is in the process of being certified for ISO 14001.

Our silicon carbide device fabrication facility in Marcy, New York (the Mohawk Valley Fab) is certified to LEED ® Silver, ISO 9001 and IATF 16949 and is in the process of being certified for ISO 14001 and ISO 45001.

ISO 9001 is the international standard that specifies requirements for a quality management system and focuses on the ability to consistently provide products and services that meet customer requirements.

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ISO 14001 is an internationally agreed upon standard for an environmental management system.

ISO 45001 is the international standard that specifies requirements for an occupational health and safety ("OH&S") management system.

It provides a framework for organizations to manage risks and improve OH&S performance.

Sources of Raw Materials

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We are focused on forecasting demand with sufficient time necessary to secure raw materials that may have extended lead times and we continue to work with suppliers to develop purchase and capacity agreements that secure supply over extended time periods, including accommodating our suppliers' need for capital investment when needed.

We continue to experience higher prices on our raw materials as a result of inflation pressures, including base price increases and price surcharges.

We continue to experience higher prices on our raw materials as a result of tariffs and inflation pressures, including base price increases and price surcharges.

We have mitigated these increases by leveraging our growth to negotiate efficiencies and productivity-based cost reductions.

We have continued to be successful in managing through these current issues and demonstrated the ability to navigate through significant supply challenges.

We believe our operations are currently not materially impacted by our ability to source raw materials, components and equipment used in manufacturing our products.

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As market adoption of the technology grows with rapidly expanding power device designs, we have experienced increased competition from companies such as Coherent, Inc., SiCrystal GmbH, IQE plc, and Resonac Holdings Corporation in the United States, Europe and Japan.

In China, we have observed increased competition from companies such as SICC Co., Ltd.

and EpiWorld International Co., Ltd.

In China, we have observed increased competition from companies such as SICC Co., Ltd., TanKeBlue Semiconductor Co., Ltd and EpiWorld International Co., Ltd.

We believe our leading technology and leveraged production scale position us to reliably supply production volumes to the device manufacturers in the market.

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Our silicon carbide power devices compete with silicon carbide power semiconductor solutions offered by Infineon Technologies AG, ON Semiconductor Corporation, Rohm Co.

Ltd., and ST Microelectronics N.V., as well as an increasing number of smaller competitors.

Ltd., ST Microelectronics N.V., Bosch, San'an Optoelectronics Co., Silan Microelectronics Co.

Ltd., and SiChain Semiconductor, as well as an increasing number of smaller competitors.

Our silicon carbide products also compete with silicon semiconductor devices offered by a variety of manufacturers.

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Our goal is to ensure employees can find development and career growth without having to leave Wolfspeed.

During the first quarter of 2025, we initiated a headcount reduction and facility closure and consolidation plan.

Please refer to Item II, Part 8, Note 16 - "Restructuring" to our consolidated financial statements in Part II, Item 8 of this Annual Report for additional information.

Compensation and Benefits

We are focused on offering competitive compensation and comprehensive benefit packages designed to promote the physical and emotional well-being and financial health of our employees.

In addition to base pay, our total compensation package includes items such as bonuses, stock-based compensation, employee stock purchase plans and employee referral bonuses.

Our benefits package includes employee learnings, health and welfare, tuition reimbursement, student loan repayment, several wellness and emotional support options, adoption assistance and a family care program.

We offer a 'work where it works' arrangement that allows employees who are able to perform their job duties from an off-campus location to have the flexibility of working remotely full-time or part-time.

In addition to base pay, our total compensation package includes items such as bonuses, stock-based compensation and employee referral bonuses.

Our benefits package includes employee learnings, health and welfare, tuition reimbursement, student loan repayment, several wellness and emotional support options and adoption assistance.

Additionally, we sponsor a 401(k) employee benefit plan for our United States based employees and we match a defined percentage of employee contributions.

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We aim to provide a safe and healthy work environment through various measures, including accountability for health and safety performance with line management, setting acceptable levels of risk based on government regulation or industry best practice, and evaluating health and safety incidents to prevent recurrence, among other programs.

Diversity, Equity and Inclusion

We believe diversity, equity, and inclusion drives better business results and makes all of us better employees and people.

We are striving to build an environment where inclusivity is real and active, rather than theoretical and static.

We celebrate our employees’ differences and authenticity, and understand that diverse ideas, perspectives, thinking styles, and backgrounds produce higher quality decisions, enabling us to solve problems other companies consider to be impossible.

Our efforts to foster a diverse and inclusive workplace include Employee Resources Groups, a Diversity, Equity and Inclusion leadership team that partners with our Human Resources department and various scholarship programs in our surrounding communities.

We believe these initiatives help contribute to the development of future leaders, increased employee engagement and expanded market reach.

Culture and Community

Wolfspeed strives to foster an inclusive and engaged workplace culture where every employee feels valued, respected, and empowered to thrive.

By building a strong sense of community where employees feel connected and supported, we aim to enhance collaboration and innovation, enabling employees to show up each day to do their best and most productive work.

We believe this allows Wolfspeed to solve problems that other companies think to be impossible, helping to drive better business results.

Available Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business